Legal

Last updated: 9 March 2022

Thisagreement (Platform Merchant Agreement)is between you, the Person identified to Checkout as a holder of a Checkoutuser account (Platform Merchant)that is to be integrated with your third-party e-commerce platform (Platform) provider (ECP) that uses Checkout’s services, andthe applicable Checkout Group Company, specified in the ‘Checkout supplier’ section (which, where context requires, togetherwith any other relevant Checkout Group Companies supplying the services underthis Platform Merchant Agreement is referred to in this agreement as “Checkout”, “we”, “our” or “us”).

This Platform Merchant Agreement describes how you and the ECP may useCheckout’s services to enable you to access and/or use Checkout’s services(including to allow you to accept payments for goods or services, or receivecharitable donations through the Platform and other related services).

Your access to or use of Checkout’s services through a Platform issubject to your acceptance of the terms and conditions of this PlatformMerchant Agreement, including:

A.              the AcquiringServices Terms (as defined below); and

B.               where applicable, theSub-Merchant Terms,

each of which(where they apply to you) are incorporated by reference into, and form part of,your Platform Merchant Agreement. By accessing or using Checkout’s servicesthrough the Platform, you expressly agree to the terms and conditions of yourPlatform Merchant Agreement (including the Acquiring Services Terms and, whereapplicable, the Sub-Merchant Terms) and any updates or amendments to those madefrom time to time by Checkout and notified to you.

Checkout shall not be bound by this Platform Merchant Agreement untilCheckout has confirmed its approval for the ECP to provide or continue toprovide (as the case may be) the Platform Merchant Services to you.

Allreferences to the “Platform Merchant Agreement” hereinafter are to be read asincluding the Acquiring Services Terms and, where applicable, Sub-MerchantTerms. If there is a conflict between the Acquiring Services Terms and/or theSub-Merchant Terms and this Platform Merchant Agreement relating to Checkoutservices that you use or access through the Platform, the terms of this PlatformMerchant Agreement will apply.

It isimportant that you regularly check our website as throughout this PlatformMerchant Agreement, we make reference to various matters that may be notifiedto you on our website (including any changes to the Acquiring Services Termsand/or Sub-Merchant Terms).

Defined terms used in this agreement: In this Platform MerchantAgreement, we use a number of defined terms:

AcquiringServices Terms means the terms andconditions which apply to payment acquiring, payment processing and relatedservices provided by Checkout directly to you in the relevant jurisdiction aspart of or otherwise in connection with the Platform Merchant Services (as suchterms and conditions may be amended by Checkout from time to time), the currentversion of which (in respect of each relevant jurisdiction) as at the date ofentry into this Platform Merchant Agreement is set out in Schedule 1 (AcquiringServices Terms).

Additional Collateral meansnon-interest bearing funds provided to us by the ECP and/or the PlatformMerchant (or by a third party on behalf of the ECP or the Platform Merchant) assecurity to guarantee payment of any and all Merchant Liabilities and/orOutward Payments.

AffiliatedCompany means a legal entity that (a) owns orcontrols a party, directly or indirectly, or (b) is owned or controlled,directly or indirectly, by a party, or (c) is directly or indirectly undercommon ownership or control with a party.

ApplicableLaw means all laws, orders, decrees, rules,regulations, circulars, notices or guidelines (including the requirements ofany Regulatory Authority) having legal effect and as applicable to a Party inrespect of its rights and/or obligations under this Platform Merchant Agreement(and, in the case of the Platform Merchant, in relation to any Transaction,Refund or Chargeback) in force in any applicable jurisdiction from time totime. These include anti-money laundering, anti-bribery, anti-terroristfinancing, Sanctions, data privacy, tax and consumer protection laws (as applicable).

Assessments means anyassessments, fines, fees, charges or expenses of any nature which a PaymentScheme levies on us, the ECP or the Platform Merchant at any time, directly orindirectly, in relation to any aspect of our relationship with the ECP and/orthe Platform Merchant (as applicable) including in respect of any Transaction.

AuthorisedInstruction means an instruction from the ECP on behalfof you (in the format prescribed by us and containing the information requiredby us from time to time) and relating to an instruction to make an OutwardPayment, such instruction being in compliance with Applicable Law, Sanctions,Payment Scheme Rules and/or TPA Rules (as applicable).

Bank Account(s) means thebank account(s) held with a duly authorised credit institution in your name(and as acceptable to us), used to receive amounts from us and to pay fees andother amounts due to us under your Platform Merchant Agreement. Full details ofsuch bank account(s) will be provided to us (directly or through the Platform)in the form specified by us and must comply with Applicable Law and PaymentScheme Rules.

Card means any form of creditcard, debit card or prepaid card issued under a Card Scheme.

Card Scheme means VisaInc., MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union PayInternational, Diners Club International/Discover Network or comparable bodieswhich provide Cards and regulate Card acceptance, as supported by us andnotified by us to you from time to time.

Card Scheme Rules means the rules and regulations whichregulate participants in the Card Schemes.

Chargeback means a Transaction which is successfully charged back or reversed,in whole or in part, by the Card issuer on request of the customer or thepayment method provider pursuant to the relevant Payment Scheme Rules resultingin cancellation of a Transaction in respect of which you have been paid or weredue to be paid, notwithstanding any authorisation.

Data Breach means any occurrence which results in the unauthorised use,modification or access by a Person to confidential data relating to Cardtransactions stored by your business or any Person engaged by you to providestorage or transmission services in respect of that data.

DataProtection Laws means Directive 95/46/ECand Directive 2002/58/EC, in each case as transposed into domestic legislationof each Member State of the EEA, including the UK and in each case as amended,replaced or superseded from time to time, including without limitation by theEU General Data Protection Regulation 2016/679 of the European Parliament andof the Council (“GDPR”), the UKGDPR, the United Kingdom Data Protection Act 2018 and/or other applicable dataprotection or national/federal or state/provincial/emirate privacy legislationin force, including where applicable, statues, decisions, guidelines, guidancenotes and codes of practice issued from time to time by courts, any GovernmentAgency and other applicable authorities.

Deductions means allamounts we are entitled to deduct from Settlement under Applicable Law, thePayment Scheme Rules, the TPA Rules and/or the Platform Merchant Agreement (includingthe Acquiring Services Terms and, where relevant, the Sub-Merchant Terms)including: (i) Platform Fees; (ii) Chargebacks and reversed Transactions; (iii)Assessments; (iv) Refunds; (v) Outward Payments; and (vi) amounts equal to theReserve(s) Rate and/or Additional Collateral amount. For the avoidance ofdoubt, as regards (i) to (v) (inclusive), such amounts include any PlatformFees, Chargebacks, reversed Transactions, Assessments, Refunds and OutwardPayments submitted, requested, incurred, received or instructed (as applicable)by you or the ECP acting on your behalf.

Group Company means: (a)any direct or indirect holding company of a Party; and/or (b) any direct orindirect subsidiary of a Party or of any relevant holding company of a Party,including, where applicable, the Party itself.

Insolvent means inrespect of a Party, the occurrence of any of the following events: (a) itsuspends, or threatens to suspend, payment of its debts or is unable to pay itsdebts as they fall due or admits inability to pay its debts or that it has noreasonable prospect of so doing, or the value of its assets is less than theamount of its liabilities, taking into account its contingent and prospectiveliabilities; (b) there’s an execution or other process issued on a judgment,decree or order of any court of competent jurisdiction in favour of a creditorof that Party that is returned unsatisfied in whole or in part; (c) it passes aresolution for its winding up, a court of competent jurisdiction makes an orderfor its winding up or there’s a presentation for the Party’s winding up whichis not dismissed within seven (7) days; (d) it commences negotiations with allor any class of its creditors with a view to rescheduling any of its debts, ormakes a proposal for or enters into any compromise or arrangement with any ofits creditors other than for the sole purpose of a scheme for a solventamalgamation with one or more other companies or its solvent reconstruction;(e)             a petition is filed, anotice is given, a resolution is passed, or an order is made, for or inconnection with the winding up of that Party other than for the sole purpose ofa scheme for a solvent amalgamation with one or more other companies or itssolvent reconstruction; (f) an application is made to court, or an order ismade, for the appointment of an administrator, or a notice of intention toappoint an administrator is given or an administrator is appointed, over theParty; (g) the holder of a qualifying floating charge over its assets hasbecome entitled to appoint, or has appointed, an administrative receiver; or aPerson becomes entitled to appoint a receiver over all or any of the assets ofthat Party; or a receiver, manager or similar is appointed over all or any ofthe assets of that Party; (h) any step to enforce security over, or a distress,execution or other similar process is levied or served against the whole orsubstantial part of that Party’s assets or undertaking; or (i) it suffers or issubject to any similar or equivalent event, circumstance or procedure to thoseset out above in any other jurisdiction.

Inward Payment means thevalue of funds received by us from you or from a third party with a referenceidentifying you as the intended recipient and beneficiary (which may be net ofthird party bank and/or other charges).

Loss means any claim,liability, loss, damage, proceeding, fine, penalty, Assessment, fee, cost,charge or expense (including reasonable and properly incurred legal fees andcosts) and Losses shall be construed accordingly.

Merchant Liabilities meansany debt, liability and/or Losses attributable to you in relation to yourPlatform Merchant  Agreement (includingthe Acquiring Services Terms and, where relevant, Sub-Merchant Terms),including, Deductions, Outward Payments and/or any Losses arising out of or inconnection with any Checkout services you receive or access.

Outward Payment means anoutward payment instruction initiated and/or executed by us in accordance withan Authorised Instruction including: (i) Pay To Card payments; and (ii) wherewe execute a transfer (which may be net of any applicable third party bankand/or other charges) from funds held by us from Inward Payments and/orSettlement directly to the designated bank account of a third party.

Party means each of theentities identified as a party to this Platform Merchant Agreement and “Parties”shall be construed accordingly.

Pay To Card means aTransaction that results in a disbursement to the account number of a Card fora purpose permitted from time to time by a Card Scheme (other than a Refund orChargeback), by whatever name, including Visa original credit transactions,Visa Direct, Mastercard payment transactions and Mastercard Send™.

Payment Facilitator means aPerson which acts as a payment facilitator or provides equivalent orsubstantially similar services that require registration with any CardScheme(s).

PaymentScheme is an entity regulating and/or offering therelevant payment method (including the Card Schemes and alternative paymentmethod providers).

Payment Scheme Rules means thecollective set of by-laws, rules, regulations, operating regulations,procedures and/or waivers issued by the Payment Scheme, as amended and/orsupplemented from time to time, and with which you must comply when acceptingthe relevant payment method. The Payment Scheme Rules specifically include VisaInc. (referred to as ‘Visa Core Rules and Visa Product and Service Rules’ andavailable at https://www.visaeurope.com/about-us/policy-and-regulation/veor),MasterCard Worldwide (referred to as ‘MasterCard Rules’ and available athttps://www.mastercard.com/ca/merchant/en/getstarted/BM_Manual.pdf), Union PayInternational, Cartes Bancaires, JCB, American Express and Diners ClubInternational/Discover Network rules. Those rules that are not publiclyavailable, shall be communicated to you in accordance with the guidance andinstruction of the relevant Payment Scheme.

Data SecurityStandards means PCI DSS and the Payment ApplicationData Security Standard mandated by the Card Schemes for the protection ofCardholder details and transaction information, and any additional orreplacement standards of which you are advised from time to time.  

PCI DSS (Payment Card IndustryData Security Standards) means the security standards for transmitting,processing or storing: (i) cardholder data and (ii) any security-relatedinformation (including but not limited to Card validation codes/values, fulltrack data (from the magnetic stripe or equivalent on a chip), PINs, and PINblocks) used to authenticate cardholders and/or authorise Transactions (Sensitive Authentication Data), asupdated from time to time and published by the PCI SSC at https://www.pcisecuritystandards.org and PCI SSC means PaymentCard Industry Security Standards Council.

Person means an individual, firm, body corporate, unincorporated body orassociation, partnership, joint venture and any government agency or authority.

PersonalInformation means (a) any information relating to anidentified or identifiable natural Person (‘data subject’); an identifiablenatural Person is one who can be identified, directly or indirectly, inparticular by reference to an identifier such as a name, an identificationnumber, location data, an online identifier or to one or more factors specificto his physical, physiological, genetic, mental, economic, cultural or socialidentity of that natural Person; or (b) such other definition as may be set outfrom time to time in the Data Protection Laws.

Platform means the e-commerce platform that the ECP makes available for use byyou and, through, or in relation to, the ECP provides its Platform MerchantServices.

Platform Fees means the amounts payable by the Platform Merchant as set out in thePlatform User Agreement for Platform Merchant Services and any additionalproducts, services and/or functionality provided by the ECP in connection withthe Platform User Agreement.

Platform Merchant Agreement means this agreement, including the Acquiring Services Terms and,where applicable, the Sub-Merchant Terms.

PlatformMerchant Data means any informationabout you and information about activity on your Checkout user account.

PlatformMerchant Services means the products andservices that the ECP provides to you through its Platform, whether or not feesare charged for these products and services.

Platform User Agreement means theagreement between you and the ECP under which the ECP provides its PlatformMerchant Services to you.

Power of Attorney has themeaning assigned to this term in the ‘Powerof attorney’ section.

Refund means a full or partialreversal of a particular Transaction where the funds are reimbursed to thebuyer on your initiative or request (including where such initiative or requestis taken or submitted on your behalf, or for your benefit, by or through thePlatform).

RegulatoryAuthority means in respect of a Party, any competentgovernmental or regulatory authority, law enforcement department or agency,court of law or other law, rule or regulation-making body having jurisdictionover that Party (and, in relation to the Platform Merchant, also the ECP)and/or to which that Party (and, in relation to the Platform Merchant, also theECP) submits or is subject, in any relevant territory and including anysuccessor or replacement of any of the foregoing.

Reserve(s) means eithera fixed reserve amount or a rolling reserve amount withheld by us fromSettlement in accordance with the Reserve(s) Rate, in each case as security forMerchant Liabilities and held on the Reserve Account. The fixed reserve amountor applicable Reserve(s) Rate shall be communicated by the ECP to you.

ReserveAccount means the balance funded by the Reserve(s).

Reserve(s) Rate means apercentage of the daily gross sales value processed by us under the relevantservices agreement, which shall be subtracted from the daily Settlement andheld in the Reserve Account.    

Sanctions means anyeconomic 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) therespective Regulatory Authorities of any of the foregoing, including the Officeof Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department ofState and Her Majesty’s Treasury (together, the “Sanctions Authorities”).

Sanctions List means the“Specially Designated Nationals and Blocked Persons” list issued by OFAC, theConsolidated List of Financial Sanction Targets issued by Her Majesty’sTreasury, the French Treasury list, or any similar list issued or maintained ormade public from time to time by any Sanctions Authorities from time to time.

Settlement means thereceipt by us of the value of a Transaction as determined by the relevantPayment Scheme or TPA, as applicable, which may be net of Deductions (and“Settle” and “Settled” shall be construed accordingly).

Sub-MerchantTerms means such terms and conditions as Checkoutmay require the Platform Merchant to comply with in accordance with itsobligations under the Payment Scheme Rules (as such terms and conditions may beamended by Checkout from time to time), the current version of which as at thedate of entry into this Platform Merchant Agreement is set out in Schedule 2(Sub-Merchant Terms).

Third Party Acquirer (TPA) means a financial institution orother institution that is authorised by a Payment Scheme to enable the use of apayment method by accepting Transactions submitted via the Checkout paymentgateway, routing these to the Payment Scheme and/or Card issuers and collectingand paying out the resulting funds to us, to the ECP or directly to you and TPA Rules refers to the collective setof rules, regulations, operating regulations, procedures and/or waivers of theTPAs, as may be amended or supplemented over time, and with which you mustcomply when using the relevant services of such TPA.

TPA Rules means the collective set of rules, regulations, operating regulations,procedures and/or waivers of the TPAs, as may be amended or supplemented overtime, and with which the ECP (and/or, where applicable, the Platform Merchants)must comply when using the relevant services of such TPA.

Transaction means arequest made to us by the ECP on your behalf to process the payment requestand/or consent of your customer to his/her payment service provider for you toreceive the payment for products and/or services purchased by the customer.

UK GDPR meansthe GDPR as amended by the UK Data Protection, Privacy and ElectronicCommunications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (andas further amended and replaced from time to time).

Use Policy means the“Declined Lines of Business Policy” as set out athttps://www.checkout.com/legal/terms-and-policies or as provided to thePlatform Merchant in writing (as applicable, by Checkout or by the ECP orthrough the Platform) (as amended from time to time) as incorporated byreference herein.

Unless stated otherwise, the words “include” and “including” mean“including, without limitation”.

You representto us that all of the information (including Platform Merchant Data) that youprovide to us directly or through a Platform is accurate and complete, that wemay rely on such information as being accurate and complete and we are notobliged to verify the completeness or accuracy of such information, and thatyou have all necessary rights, permissions, consents and authority to disclosethat information to us (including where such information constitutes PersonalInformation the relevant individual’s prior consent to the disclosure inaccordance with Data Protection Laws. You further represent to us that areauthorised to agree to this Platform Merchant Agreement.

Checkout supplier: Dependingon where you are based and/or receive the services from us, one or moreCheckout Group Companies may be the supplier under and/or the party to thisPlatform Merchant Agreement. You agree, represent and warrant that eachCheckout Group Company providing one or more of the services under the PlatformMerchant Agreement is providing its element of the services as an independentcontractor, and not as a partner or joint venturer with the other parties;shall be only severally liable in respect of its own obligations under thisPlatform Merchant Agreement; and shall not be liable in connection with theservices provided by any other Checkout Group Company, whether jointly, jointlyand severally or at all.

ForCheckout’s services provided to the Platform Merchant in the United Kingdom,Checkout Ltd is the supplier of Checkout’s services and is a Party to therelevant Platform Merchant Agreement for the provision of such services.Checkout Ltd is a company duly incorporated under the laws of England and Walesunder company number 08037323, having its registered office address at WenlockWorks, Shepherdess Walk, London, N1 7BQ, United Kingdom, authorised by theFinancial Conduct Authority (“FCA”) as an electronic money institution undernumber 900816; and a principal member of Visa Inc., MasterCard Worldwide, JCB,Union Pay International, Diners Club International/Discover Network CardSchemes.

ForCheckout’s services provided to the Platform Merchant in France and the EEA,Checkout SAS is the supplier of Checkout’s services and is a Party to therelevant Platform Merchant Agreement for the provision of such services.Checkout SAS, is a simplified joint stock company (société par actionssimplifiée) duly registered under the laws of France with the Trade andCompanies Register of Paris number 841033970, having its registered officeaddress at 37-39 rue de Surène, 75008 Paris, France and is authorized by the Autoritéde Contrôle Prudentiel et de Résolution (“ACPR”) as an electronic moneyinstitution entitled to provide payment services and a principal member of VisaEurope, MasterCard Worldwide, Diners Club International/Discover and anaffiliate member of Cartes Bancaires. The ACPR is located at 4 Place deBudapest, 75436 Paris. Checkout SAS’s CIB code is 17208. Checkout’s ACPRlicence can be viewed online at www.regafi.fr.

Your agreements with Checkout: Please read this PlatformMerchant Agreement carefully. This Platform Merchant Agreement contains termsand conditions relating to your access to or use of Checkout’s services throughthe Platform. Checkout may from time to time agree to provide you with servicesin addition to those services that you access or use through the Platform aspart of or in connection with the Platform Merchant Services that you receivefrom the Platform. Any such services that we may provide to you will be subjectto the terms and conditions applicable to those services and you will need toenter into a separate services agreement with Checkout to receive thoseservices.

Power of attorney: Youexpressly warrant that you have authorised the ECP to act for you and on yourbehalf in the context of this Platform Merchant Agreement by granting thegeneral and unconditional authorisation to the ECP to act for you and/or onyour behalf and on the basis of which the ECP is authorised to give us anyinstructions with respect to the provision of our services to you (Power of Attorney). On that basis, youunconditionally authorise the ECP to give us any instruction concerning yourCheckout account and any other related transactions and to act for you and/oron your behalf, including to give us any instructions with respect to theprovision of our services to you.

Your Checkout account: The ECP may assist you with creatingyour Checkout account and integrating it with its Platform to allow you toaccess and/or use Checkout’s services through the Platform. The ECP may act onbehalf of the Platform Merchant (including communicating information about thePlatform Merchant, the Transactions, fees and Refunds, handling disputes(including Chargebacks) and performing other functions as part of the PlatformMerchant Services), provided that it does so in accordance with your PlatformUser Agreement and/or the Power of Attorney (as applicable). You should readyour Platform User Agreement carefully to ensure that you understand the natureof the Platform Merchant Services, including the nature and scope of activitiesand functions that the ECP may conduct or perform on your behalf.  The ECP is solely responsible for providingthe Platform Merchant Services to you.

If you need supportor have any questions relating to the services that you access or receivethrough the Platform, your Platform Merchant Agreement, the Acquiring ServicesTerms or the Sub-Merchant Terms please contact the ECP.

Yourobligations: The Platform Merchant is solely responsiblefor the provision of any products and/or services to its customers and Checkoutdoes not accept any responsibility and disclaims all liability for any suchproducts and/or services or any obligations you may owe to your customers.  

You represent, warrant and undertake throughout the term of yourPlatform Merchant Agreement that:

A.     in receiving the Platform Merchant Services(including when using or accessing Checkout’s services through the Platform),you are acting solely in the exercise of your commercial occupational activityand the Checkout’s services shall not be accessed or used for any otherpurposes;

B.     you will only use and/or access Checkout’sservices for payment of those products and/or services which you registered forwhen entering into your Platform User Agreement as reflected in PlatformMerchant Data and as set out in the application, submitted during on-boarding(as subsequently amended) or as otherwise approved by us from time to time, andin any event that you shall not submit transactions on behalf of a third party;

C.     you may not use or access Checkout’sservices to facilitate the payment for products or services sold on websites orapplications other than those of the Platform, or, where the ECP is acting as apayment facilitator, those websites or applications which you own and operateand a list of which you have provided to the ECP for the purposes of the ECPproviding the same to Checkout;

D.     where the ECP is acting asa payment facilitator, only submit a sales transaction where you are thesupplier of the goods and/or services;

D.     you may not resell the services you receivefrom Checkout or access through the Platform, in whole or in part, or otherwiseallow access to or the use of Checkout’s services by any third parties;

E.     you are, and remain,solely responsible to ensure that the products and/or services sold by you arecompliant with the Payment Scheme Rules, the TPA’s Rules and Applicable Law andregulation in your country of incorporation and in the countries where yourcustomers are based;  

F.      you shall not access or use Checkout’sservices for the payment of products and/or services prohibited or restrictedunder our Use Policy. You acknowledge and agree that the Use Policy forms partof your Platform Merchant Agreement and that it may be updated from time totime, at our discretion, in order to: (i) ensure compliance with ApplicableLaw, Sanctions, the Payment Scheme Rules and/or the TPA Rules; (ii) preventhigh levels of Chargebacks, Refunds or Assessments; or (iii) mitigatereputational risk and/or reduce our exposure to potentially fraudulent or illegalTransactions. Where a published change affects a significant portion of theproducts/services you offer, you may terminate your Platform Merchant Agreementin accordance with the provisions of the ‘Termand Termination’ section;

G.     you shall not use and/oraccess Checkout’s services (and Transactions may not be submitted forprocessing) for prepaying the products and/or services for which the deliverydate (i.e. the date on which a complete product and/or service is delivered tothe buyer who paid for the product/service) is in part, or in whole, more thansix (6) months after the date the Transaction is submitted for processing,unless we provided an explicit prior written consent stating otherwise;

H.     you shall not honour delivery addresschanges for any Transaction after authorisation has been requested for thatTransaction, unless the request for a delivery address change is not related tofraudulent Transactions;

I.      you shall upon request from Checkoutprovide Checkout with such information as Checkout requires to conduct customerdue diligence as is required by Applicable Law and Checkout’s policies andprocedures and/or to comply with any other legal or regulatory obligations;

J.      you shall comply with allapplicable Card Scheme Rules and Applicable Law and contractual requirements inaccepting Card payments and performing your obligations under the PlatformMerchant Agreement (including under the Sub-Merchant Terms where applicable);and

K.     you shall observe andimplement the fraud prevention procedures set out in the manuals, guides ordirections provided to you, save to the extent that Checkout has confirmed thecontrary to you in writing.

You acknowledge and agree that:

A.     other than the servicesthat Checkout provides to you pursuant to, and in accordance with, theAcquiring Services Terms, Checkout does not provide any payment services orelectronic money services directly to you;

B.     we may obtain from anyCard Scheme or a Person who is involved in any Card Scheme, any creditreporting agency or any other Person, information about your merchant historyor Personal Information about you, an Affiliated Company, your officers,employees, staff or agents for any purpose relating to the operation of thoseCard Schemes and we can use any such information to determine whether weprovide services to you; and

B.     we are authorised toobtain from third parties financial and credit information relating to you inconnection with our decision to provide to you services and in respect of ourcontinuing evaluation of your financial and credit worthiness.

Security of payment instruments: You guarantee not to copy, capture or intercept a customer’s paymentinstrument related information such as Card number and Sensitive AuthenticationData that are entered on the Checkout system including Checkout Web-basedPayment Solutions. You acknowledge and agree that strict rules related to thesecurity of payment instruments are imposed and enforced by the Payment Schemes(and specifically the Card Schemes) and PCI SSC to protect customers againstmisuse of their payment instruments and must be adhered to by you and by theECP. You shall fully indemnify and hold each Checkout Group Company harmless fromany Losses (including any Assessments, fines, fees, charges or expenses of anynature which a Payment Scheme levies on us or you at any time, directly orindirectly, in relation to any aspect of our relationship with you including inrespect of any Transaction), incurred by us as a result of your breach of yourobligations under this paragraph.

You shallimmediately notify us (through the Platform) if any cardholder data, SensitiveAuthentication Data or similar customer’s payment instrument related informationis breached or compromised. You shall strictly comply, with respect to thesecurity of the customer’s payment instrument, with the terms of your PlatformMerchant Agreement, Platform User Agreement, Applicable Law, the TPA Rulesand/or the Payment Scheme Rules (e.g. MasterCard’s Site Data ProtectionProgram), as well as with the guidance, requirements and standards of PCI SCC(such as PCI DSS) as applicable to you.

You must have a permanent location where your employees or agentsaccountable for the sale or distribution of the goods or services work. Thislocation must be both: (a) the actual location where you conduct businessactivities and (b) the location where those accountable for the sale /distribution decide what or how products are sold or distributed are located.

You shallnotify us of any changes to your name and your address as well as of anyexpiration of or change to any power of representation (particularly the Powerof Attorney) in relation to your Platform Merchant Agreement without unduedelay. Such power of representation may be revoked on your initiative, and youshall inform the ECP and Checkout by registered letter with acknowledgement ofreceipt or by signing an online form. The revocation takes effect on the dateof receipt of the notice of revocation by Checkout. You remain liable for theTransactions initiated by the ECP on your behalf until that date. Your PlatformMerchant Agreement will terminate automatically upon revocation of the power ofrepresentation becoming effective.

Data breaches: You acknowledge that Checkout, in certain circumstances, is obligedto report Data Breach events to Card Schemes, law enforcement agencies and/orregulators. Where that is the case you grant irrevocable and enduring consentfor Checkout to release details of any such Data Breach events to theaforementioned bodies. In any case, if you have suffered a Data Breach youshall take all steps necessary, as determined by Checkout, to assist Checkoutin its investigation of such Data Breach and ensure such Data Breach isremediated to a standard acceptable to Checkout.

Your Platform User Agreement: You understand and agree that the ECP and Checkout may shareinformation about you, including your Platform Merchant Data, in order toprovide services to you (including to facilitate your access to Checkout’sservices through the Platform). Where Checkout receives your Platform MerchantData from the ECP, Checkout may use the data in accordance with this PlatformMerchant Agreement. For more information regarding Checkout’s use of data,please see Checkout’s Privacy Policy, published on our website www.Checkout.com, which sets out the personal data we may collect, the processing ofsuch personal data and the purposes for obtaining it and other related usefulinformation. You agree that you have read and understood the content ofCheckout’s Privacy Policy. The Parties shall comply with their respectiveobligations with respect to Data Protection Law under ‎Schedule 3.

Access andinformation rights: Youundertake to:

A.     allow our employees,contractors or agents or those of any Card Scheme reasonable access to yourpremises during normal business hours to check your compliance with thePlatform Merchant Agreement (including the Acquiring Services Terms and, asapplicable, the Sub-Merchant Terms), the Data Security Standards or for thepurposes of the relevant Card Scheme Rules; and

B.     provide us with allinformation and assistance reasonably required to perform our obligations andto deal with any queries in relation to Checkout’s services which are providedto you.

Fees: The fees for youraccess to and/or use of Checkout’s services through the Platform are set out inyour Platform User Agreement. Checkout does not control and is not responsiblefor setting the fees that the ECP charges to you under the Platform UserAgreement. The ECP is solely responsible for communicating, collecting andenforcing any usage, recurring or application fees charged to you for your useof the Platform and/or the Platform Merchant Services. Checkout’s fees will beincluded in the fees the ECP charges you for Platform Merchant Services.Checkout reserves the right to deduct any fees due to Checkout or to the ECP(as specified by the ECP) from your Checkout account balance or, if the balanceon your Checkout account is insufficient, you authorise Checkout to debit theamount owed from your Bank Account.

You shall,upon our request, set up (and maintain throughout the term of your PlatformMerchant Agreement) with your bank a Direct Debit instruction (or equivalent)to authorise us to directly debit from your Bank Account(s) through the use ofBankers’ Automated Clearing Services (BACS) or other networks, including FasterPayments Services (FPS), any sums due to us and payable by you under or inconnection with your Platform Merchant Agreement. You shall ensure that yourBank Account(s) shall at all times have a credit balance sufficient to meet anysums due and payable to us under or in connection with your Platform MerchantAgreement.

You shall maintain your Bank Account(s) throughout the term of yourPlatform Merchant Agreement and for such period as may be required thereafterfor the purposes of any applicable provisions of your Platform MerchantAgreement.

Representationsand warranties: You represent andwarrant that as at the effective date, and for the term, of your PlatformMerchant Agreement:

A.     you shall not, directly orindirectly, mischaracterise or disparage any Checkout Group Company or ourrepresentatives;

B.     you shall not access oruse Checkout’s services in connection with any illegal or fraudulent businessactivities;

C.     where the Platform Merchant is a bodycorporate, it is a validly organised and validly existing company in goodstanding under the laws where it is incorporated and where its principal officeis located (if different) and you shall inform us immediately in writing shouldthis change;

D.     you have obtained andshall maintain any and all licences, permits and registrations required underApplicable Law to conduct your business in all jurisdictions where you areestablished and where you sell the products and/or services;

E.     you have the power toexecute, deliver and perform your obligations under the Platform MerchantAgreement; the Platform Merchant Agreement is duly authorised; your entry intothe Platform Merchant Agreement will not violate any provisions of Applicable Lawor conflict with any other agreement to which you are subject;

F.      to the best of yourknowledge, there is no action, suit or proceeding at law or in equity nowpending or threatened by or against or affecting you which would substantiallyimpair your right to carry on your business as now conducted or adverselyaffect your financial condition or operations;

G.     you or your directors, shareholders andultimate beneficial owners are not listed on any Sanctions Lists and youundertake to inform us immediately should this change; and

H.     you, your Group Company,your directors, employees or agents have not been, at any point, listed on adatabase of terminated merchants maintained by any Card Scheme or haveotherwise disclosed that fact to us,

and you undertake to inform us immediately in writing should any ofthe above cease to be correct and true at any time.

You may not use our logo on your website or otherwise without theprior express written approval of Checkout.

You representand warrant that you have never: (i) experienced excessive Chargebacks; (ii)committed fraud; (iii) been terminated by an acquirer or a payment facilitator/processor; (iv) been asked to terminate your agreement with an acquirer; or (v)been subject to any Payment Scheme’s monitoring programme(s).

Limitations of liability:Checkout is not responsible for and disclaims all liability for acts oromissions of the ECP, its agents or employees in providing the PlatformMerchant Services to you or your customers or any non-compliance by the ECPwith Applicable Law or the Platform User Agreement relating to its offering,performing or providing the Platform Merchant Services or any relatedactivities or functions to you.

Checkout does not make any representations, guarantees or warrantiesin respect of any of the services to be provided under the Platform MerchantAgreement. To the maximum extent permitted by Applicable Law, any and allimplied representations, warranties and guarantees are excluded.    

You are solely responsible for compliance with Applicable Law relatingto your business activities, including any legal, regulatory or contractualobligations you may have as regards advertising, offering or providing goodsand/or services to your customers; or registration, reporting, filing or otherrequirements or any other actions not related to the Checkout’s services.Checkout is not responsible and disclaims all liability for your compliancewith Applicable Law and your obligations related to your business activities(including the provision of your goods and/or services to your customers or,where relevant, receipt of charitable donations). You shall indemnify on demandand hold Checkout harmless from any Losses arising out of or relating to yourfailure to comply with Applicable Law, your legal or contractual obligations toyour customers and/or any fines imposed by a Card Scheme because of yourconduct in relation to your activities, including any fines imposed as a resultof an unacceptable rate of Chargebacks.

Changes: We may revise thisPlatform Merchant Agreement from time to time by giving notice to you via email(which may originate from Checkout or from the ECP), posting a notice throughthe Platform or by posting such changes on our website (Change). If you do not notify us of your objections to the Changewithin the notice period provided, you will be deemed to have accepted theChange. If you do not wish to accept the change, you must: (i) notify us ofyour objection to the Change within the notice period (before the effectivedate of the Change); and (ii) immediately cease to use and/or access Checkout’sservices. If you continue to use and/or access any of the services after theeffective date of the Change, then you will be deemed to have agreed andconsented to the Change.

Term andTermination: This Platform Merchant Agreement iseffective upon: (i) the date when the Platform Merchant Agreement is signed bythe last of all signatories and it enters into force; or (ii) the date on whichyou first access or use any of Checkout’s services having accepted and/orentered into your Platform User Agreement, if earlier, and will continue inforce unless and until it terminates or is terminated in accordance with itsterms. You may terminate this Platform Merchant Agreement by giving one (1)month’s prior written notice to us or the Platform, which in turn shallimmediately notify Checkout, and ceasing to use and/or access Checkoutservices. However, if you continue or commence to use or access the servicesafter such notice, you will be deemed to have consented to the terms andconditions of this Platform Merchant Agreement and it will apply until youcease to use our services and/or access our services through the Platform.  

We may also terminate this Platform Merchant Agreement and/or restrictor suspend the provision of or access to any service we provide to youimmediately upon written notice (which we may give through the ECP): (i) if youare in breach of this Platform Merchant Agreement and (where such breach iscapable of being cured) fail to cure such breach within thirty (30) days’notice by Checkout; (ii) if you have experienced an adverse change in financialcircumstances, including, for the avoidance of doubt and without limitation,circumstances when we consider that there are clear indications that you are,or are likely to become Insolvent (subject to the binding decision of the Courtin charge of the insolvency proceedings imposing the continuation of thisagreement); (iii) we are required to do so under Applicable Law and/or at thedirection of a Regulatory Authority and/or a Card Scheme; (iv) we reasonablysuspect that the provision of products and/or services by you is in breach ofApplicable Law; (v) you undertake or have undertaken activities (such as scamsor other fraudulent activities) which in our reasonable opinion are detrimentalto our brand, image or reputation, or are the target of such activities whetherwith or without your knowledge; or (vi) act in a manner that, in our reasonableopinion, may or does give rise to increased risk of Losses or liabilities tous; (vii) our agreement with the ECP through which you access Checkout’sservices is terminated; (viii) when you are flagged by our internal controls asan increased risk for which we estimate that increasing the Reserve(s),Additional Collateral or other action permitted under Applicable Law would notbe an appropriate measure to address the relevant risks; (ix) you or anyservice provider (other than Checkout) that you use in connection with youractivities have suffered a Data Breach; (x) where you have been notified inwriting by Checkout that the Sub-Merchant Terms apply to your use of and/or access to Checkout’s services, you notifyCheckout in writing that you do not wish to be bound such terms; or (xi) forany reason upon giving you one (1) months’ prior written notice.

ThisPlatform Merchant Agreement will terminate automatically and immediately ifCheckout’s registration as a member service provider or independent salesorganisation with any Card Scheme is cancelled.

Youauthorise Checkout to disclose to any Card Scheme notice of termination of yourPlatform Merchant Agreement and the reasons for the termination. Youacknowledge that the information concerning termination of your PlatformMerchant Agreement then becomes available to any member of the Card Schemes.This information, available to any member of the Card Schemes, may be used inassessing subsequent applications for merchant facilities.

Allprovisions of this Platform Merchant Agreement that give rise to continuingobligations (including the ‘Limitation ofliability’ section) will survive termination of this Platform MerchantAgreement. Termination shall not affect accrued rights, obligations andliabilities of any Party as at the date of such termination. You agree that youshall be, and remain, liable after termination for any obligations and/orliabilities which occur post termination in relation to Transactions submittedto us for processing (including through the Platform) prior to suchtermination.

GENERAL TERMS

●      Entire Agreement: This Platform Merchant Agreement constitutes the entire agreementbetween you and Checkout in respect of Checkout services that you use or accessthrough the Platform. If any provision of this Platform Merchant Agreement isfound by any court or other administrative body of competent jurisdiction to beillegal, invalid or unenforceable, such provisions: (i) should be changed ordeleted so that they cease to be illegal, invalid or unenforceable and (ii) inany event, shall not affect the other provisions of this Platform MerchantAgreement which shall remain in full force and effect.

No agency: This Platform Merchant Agreement does not create any partnership,joint venture, agency or employment relationship between you and Checkout.

Assignmentand sub-contractors: We mayassign, novate or otherwise transfer this Platform Merchant Agreement or any ofour rights and obligations under it to another Checkout Group Company withoutyour prior consent by providing written notice to you of such transfer. You maynot assign, novate or transfer this Platform Merchant Agreement or any of yourrights under it without our prior written consent.

We may appoint at any time, and without prior notice to you, an agentor subcontractor to perform any of our obligations under this Platform MerchantAgreement. You may only use an agent or sub-contractor for the performance ofyour obligations under the Platform Merchant Agreement with our prior writtenconsent, and we may reasonably withhold that consent at any time.  

No waiver: Checkout’s failure or delay to exercise (or single or partialexercise of) any right or remedy under this Platform Merchant Agreement orunder Applicable Law does not constitute a waiver or release of (and shall notprevent or restrict any further exercise of) such or any other right or remedy.No waiver of any term of this Platform Merchant Agreement will be deemed afurther or continuing waiver of such term or any other term. A waiver of anyright or remedy under this Platform Merchant Agreement (or any other servicesagreement you may have with Checkout) or under Applicable Law is only effectiveif given in writing and shall not be deemed a waiver of any subsequent breachor default.

Force Majeure: Checkout shall berelieved from its obligations under and shall not be deemed to be in breach ofthis Platform Merchant Agreement or otherwise liable to you for any delay inperformance or non-performance of any of its obligations insofar as it isprevented from undertaking such obligations, in whole or in part, by reason ofany event or circumstance beyond our reasonable control (or beyond thereasonable control of any of our sub-contractors or assignees).

Notices: Any noticegiven under or in connection with this Platform Merchant Agreement must begiven in writing and is taken to be received: (i) if delivered personally, atthe time of delivery; (ii) if sent by pre-paid post, on the third day after theposting; (iii) if sent by facsimile transmission, on the date the transmittingmachine records transmission of the complete document; (iv) if sent by email,at the time when the email enters your information system. You acknowledge thatany notice given by us to you under or in connection with this PlatformMerchant Agreement may be given by Checkout or the ECP. The address, facsimilenumber or email address to be used for notices is the last address, facsimilenumber or email address advised by a Party. You must inform the ECP immediatelyof any change of your address, facsimile number or email address.

Governinglaw, jurisdiction and language: Withthe exception of applying a national law of public order, English law appliesto this Platform Merchant Agreement and any dispute or claim arising out of orin connection with it or its subject matter (including non-contractual disputesor claims) and any such disputes or claims will be settled by English courts,provided always that, for the enforcement of any judgment relating to thisPlatform Merchant Agreement we shall have the right to bring the relevantaction in any jurisdiction where you are incorporated or may have assets. Withthe exception of applying a national law related to public order, it isexpressly stipulated that English is the language chosen and used by theParties in their pre-contractual and contractual relationships, and to theconclusion of the Platform Merchant Agreement.

Third party rights: A Personwho is not a Party to this Platform Merchant Agreement has no rights under theContracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefitof any term of this Platform Merchant Agreement, except for any Checkout GroupCompany which provides services to you or to the ECP through which you accessthe Checkout’s services.

Schedule 1
ACQUIRING SERVICES TERMS (UK)

These terms andconditions (as amended from time to time) (the Acquiring Services Terms) describe the terms and conditions thatapply to your use of the Acquiring Services (defined below) where they areprovided to you in the United Kingdom, with Checkout Ltd being the supplier ofsuch Acquiring Services. By accessing or using the Acquiring Services you agreeto abide by all the terms and conditions of these Acquiring Services Terms. Ifyou do not understand any of the terms or conditions set out in these AcquiringServices Terms, please contact us before accessing or using the AcquiringServices.

In the event you areprovided additional Acquiring Services within the EEA these shall be providedby Checkout SAS, not Checkout Ltd, and separate Acquiring Services Terms shallapply for these purposes. In such circumstances you agree that Checkout Ltd andCheckout SAS in their respective provision of any Acquiring Services: (i) areproviding those Acquiring Services as independent contractors, and not as apartners or joint venturers with the other; (ii) shall be only severally liablein respect of their own obligations under the Acquiring Services Terms to whichthey are providing Acquiring Services; and (iii) shall not be liable inconnection with the Acquiring Services provided by the other, whether jointly,jointly and severally or at all.

1.               DEFINITIONS

In these AcquiringServices Terms, the following definitions shall apply:

Acquiring Service(s) means those payment acquiring, payment processing and related services(as may be amended from time to time) provided by Checkout and received andaccessed by you through the ECP or as otherwise provided under your ServicesAgreement, in each case in connection with your use of the Platform

Additional Collateral means non-interest bearing funds provided tous by you (or by a third party on your behalf) as security to guarantee paymentof any and all Merchant Liabilities and/or Outward Payments.

Alternative Payment Acquiring Service means the transmission of a paymentinstruction, processing of such instruction and/or receipt of the relatedTransaction funds from the relevant Payment Scheme by us in connection withyour acceptance of an Alternative Payment Method.

Alternative Payment Method means a payment method which can be used by aBuyer as a means of payment for a Transaction and which is accepted by you asan alternative to a Card, including bank transfers, direct debits, vouchers,post-pay solutions and wallets such as Klarna, Giropay and iDEAL.

Applicable Law means all laws, orders, decrees, rules,regulations, circulars, notices or guidelines (including the requirements ofany Regulatory Authority) having legal effect and as applicable to a Party inrespect of its rights and/or obligations under this Agreement (and, in the caseof the Platform Merchant, in relation to any Transaction, Refund or Chargeback)in force in any applicable jurisdiction from time to time. These includeanti-money laundering, anti-bribery, anti-terrorist financing, Sanctions, dataprivacy, tax and consumer protection laws (as applicable).

Application Formmeans the form completed in relation to the application to receive servicesfrom us.

Assessments means any assessments, fines, fees, chargesor expenses of any nature which a Payment Scheme levies on us or you at anytime, directly or indirectly, in relation to any aspect of our relationshipwith you including in respect of any Transaction.

Authorisation means the process whereby a Buyer (or the ECPand/or Platform Merchant on a Buyer’s behalf) requests permission for a PaymentMethod to be used for a particular purchase of the Products/Services. Youacknowledge and agree that if a Transaction status is “authorised”, this meansthe Transaction is likely to be successful but the payment is not guaranteedand may still be blocked, rejected or subject to Chargeback by the Buyer (whereChargeback is possible under the relevant Payment Scheme Rules and/or TPARules). The likelihood of a payment as “authorised” being blocked orunsuccessful depends on the Payment Method which is used. In case of directdebit transactions in most cases a status of “Authorisation Success” or similaronly means the bank account exists and not that there are enough funds in thebank account to actually perform the payment (and Authorise and Authorisedshall be construed accordingly).

Authorised Instruction means an instruction from you provided through the ECP (in the formatprescribed by us and containing the information required by us from time totime) to make an Outward Payment, such instruction being in compliance withApplicable Law, Sanctions, Payment Scheme Rules and/or TPA Rules (asapplicable).

Bank Account(s) means the bank account(s) held with a dulyauthorised credit institution in your name (and as acceptable to us), used toreceive amounts from us and to pay any amounts due to us under your PlatformMerchant Agreement. Full details of such bank account(s) will be provided to us(directly or through the Platform) in the form specified by us and must complywith Applicable Law and Payment Scheme Rules.

Business Day means: (i) a day other than a Saturday orSunday on which banks are open for normal business in the territory in whichthe Checkout Group Company providing the services is located; and/or (ii) ifstated differently in respect of a specific Service, as set out in the termsapplicable to that Service.

Buyer meansany person who is authorised to use a Payment Method issued to him/her, who hasordered Products/Services from the ECP or the Platform Merchant (in each case,through the Platform) and has initiated a Transaction in respect of that order.

Card means any form of credit card, debit card orprepaid card issued under a Card Scheme.

Card Acquiring Service means the Authorisation, clearing andSettlement of a Card Transaction.

Card Scheme means Visa Inc., MasterCard Worldwide, CartesBancaires, JCB, American Express, Union Pay International, Diners ClubInternational/ Discover Network or comparable bodies which provide Cards andregulate Card acceptance.

Cardholder means any person who is issued a Card and isthe authorised user of that Card.

Chargebackmeans a Transaction which is successfully charged back or reversed, in whole orin part, by the Issuer on request of the Buyer or the Payment Method providerpursuant to the relevant Payment Scheme Rules or TPA Rules resulting incancellation of a Transaction in respect of which the ECP and/or the PlatformMerchant have been paid or were due to be paid, notwithstanding anyAuthorisation.

Chargeback and Assessment Costs has the meaning assigned to it in clause2.2(c).

Checkout means (as the context requires) in respect ofa given Service, the relevant Checkout Group Company that shall provide suchService to the ECP and/or Platform Merchants, as identified under the ServicesAgreements, which shall be the Checkout Group Company(ies) parties listed inthe Services Agreement, and references to “we”,“us” and “our” shall be construed accordingly.

Deductionsmeans all amounts we are entitled to deduct from Settlement under ApplicableLaw, the Payment Scheme Rules, the TPA Rules and/or the Services Agreementincluding: (i) Platform Fees; (ii) Chargebacks and reversed Transactions; (iii)Assessments; (iv) Refunds; (v) Outward Payments; and (vi) amounts equal to theReserve(s) Rate and/or Additional Collateral amount. For the avoidance ofdoubt, as regards (i) to (v) (inclusive), such amounts include any PlatformFees, Chargebacks, reversed Transactions, Assessments, Refunds and OutwardPayments submitted, requested, incurred, received or instructed (as applicable)by you or the ECP acting on your behalf.

ECP means an e-commerce platform provider.

Electronic Money means any monetary value stored on a Wallet,representing a claim on the E-Money Issuer, and issued in exchange for theamounts received by us from the Payment Scheme or the TPA for Transactionsvalidly processed for you, for the purpose of payment transactions, asdescribed in clause 2.16.

E-Money Issuer means Checkout Ltd as issuer of ElectronicMoney.

Exchange Rate meansthe reference currency exchange rate notified by us to you (via the ECP) fromtime to time.

Group Companymeans (i) any direct or indirect holding company of a Party; and/or (ii) any director indirect subsidiary of a Party or of any relevant holding company of aParty, including, where applicable, the Party itself.

Handling of Funds Service means a service whereby we receive Transaction related funds where wedo not provide the Card Acquiring Services and/or the Alternative PaymentAcquiring Services (as applicable) but where we have introduced you to the TPAproviding such services.

Insolventmeans in respect of a Party, the occurrence of any of the following events:

(a)             it suspends, or threatens tosuspend, payment of its debts or is unable to pay its debts as they fall due oradmits inability to pay its debts or that it has no reasonable prospect of sodoing, or the value of its assets is less than the amount of its liabilities,taking into account its contingent and prospective liabilities;

(b)             there’s an execution or otherprocess issued on a judgment, decree or order of any court of competentjurisdiction in favour of a creditor of that Party that is returned unsatisfiedin whole or in part;

(c)              it passes a resolution for itswinding up, a court of competent jurisdiction makes an order for its winding upor there’s a presentation for the Party’s winding up which is not dismissedwithin seven (7) days;

(d)             it commences negotiations with allor any class of its creditors with a view to rescheduling any of its debts, ormakes a proposal for or enters into any compromise or arrangement with any ofits creditors other than for the sole purpose of a scheme for a solvent amalgamationwith one or more other companies or its solvent reconstruction;

(e)             a petition is filed, a notice isgiven, a resolution is passed, or an order is made, for or in connection withthe winding up of that Party other than for the sole purpose of a scheme for asolvent amalgamation with one or more other companies or its solventreconstruction;

(f)              an application is made to court,or an order is made, for the appointment of an administrator, or a notice ofintention to appoint an administrator is given or an administrator isappointed, over the Party;

(g)             the holder of a qualifying floatingcharge over its assets has become entitled to appoint, or has appointed, anadministrative receiver; or a person becomes entitled to appoint a receiverover all or any of the assets of that Party; or a receiver, manager or similaris appointed over all or any of the assets of that Party;

(h)             any step to enforce security over,or a distress, execution or other similar process is levied or served againstthe whole or substantial part of that Party’s assets or undertaking; or

(i)              it suffers or is subject to anysimilar or equivalent event, circumstance or procedure to those set out abovein any other jurisdiction.

Inward Payment means the value of funds received by us from youor from a third party with a reference identifying you as the intendedrecipient and beneficiary (which may be net of third party bank and/or othercharges).

Issuer means an institution that issues Cards toCardholders and whose name appears on the Card or bank account statement as the‘issuer’.

Loss means any claim, liability, loss, damage,proceeding, fine, penalty, assessment, fee, cost, charge or expense (includingreasonable and properly incurred legal fees and costs) and Losses shall beconstrued accordingly.

MATCH (“MemberAlert to Control High Risk”) means a database of terminated merchantsmaintained by MasterCard International. It is referred to in MasterCard’sSecurity Rules and Procedures as the MATCH System.

Merchant Liabilitiesmeans any debt, liability and/or Losses attributable to you in relation to yourServices Agreement, including, Deductions, Outward Payments and/or any Lossesarising out of or in connection with any Checkout’s services you receive.

Merchant Portalmeans the secured user interface on Checkout’s website where the ECP can accessinformation including regarding: (i) the Transactions (e.g. number of approvedTransactions, status of Transaction, Transaction ID, value/amount ofTransaction, Payment Method used during the Transaction, sales revenue relatingto processed Transactions, net sales revenue relating to processedTransactions); (ii) the number of Chargebacks and Refunds; (iii) the Buyers;(iv) risk settings; (vi) the payment balance; and (vii) information similar to informationin (i) to (vi) relating to the Platform Merchants.

Outward Payment means an outward payment instructioninitiated and/or executed by us in accordance with an Authorised Instructionincluding: (i) Pay To Card payments; and (ii) where we execute a transfer(which may be net of any applicable third party bank and/or other charges) fromfunds held by us from Inward Payments and/or Settlement directly to thedesignated bank account of a third party.

Outward Payment Datemeans the Business Day (notified to the ECP by Checkout from time to time) onwhich the Outward Payment is initiated by us.

Party means each of the entities identified as aparty to the Services Agreement and “Parties”shall be construed accordingly.

Payment Method means those payment methods provided byPayment Schemes and that are supported by Checkout, enabling Platform Merchantsto accept payments from Buyers including Cards and Alternative Payment Methods.The Payment Methods offered by us are published on our website www.Checkout.com(as amended from time to time) and their availability may vary depending on thePlatform’s or Platform Merchant’s jurisdiction and/or its business type.

Payment Scheme means an entity regulating and/or offering therelevant payment method (including the card schemes and alternative paymentmethod providers).

Payment Scheme Rules means the collective set of by-laws, rules,regulations, operating regulations, procedures and/or waivers issued by thePayment Scheme, as amended and/or supplemented from time to time, and withwhich you must comply when accepting the relevant payment method. The PaymentScheme Rules specifically include Visa Inc. (referred to as ‘Visa Core Rulesand Visa Product and Service Rules’ and available at https://www.visaeurope.com/about-us/policy-and-regulation/veor),MasterCard Worldwide (referred to as ‘MasterCard Rules’ and available athttps://www.mastercard.com/ca/merchant/en/getstarted/BM_Manual.pdf), Union PayInternational, Cartes Bancaires, JCB, American Express and Diners ClubInternational/Discover Network rules. Those rules that are not publiclyavailable, shall be communicated to you in accordance with the guidance andinstruction of the relevant Payment Scheme.

Payout means the amount paid by us to you (or to theECP, for your benefit and/or on your behalf) following where applicable theconversion of the Electronic Money (corresponding to the amounts received by usfrom the Payment Scheme or the TPA for Transactions validly processed for youand simultaneously converted in Electronic Money) with respect to theSettlement received by us from the Payment Scheme or the TPA, for Transactionsvalidly processed for you which may be net of Merchant Liabilities.

Payout Currencymeans the currency in which the funds are remitted by us to you.

Payout Date means the Business Day on which a Payout isinitiated by us taking into account the relevant payout frequency and/or anyaccelerated and/or deferred payment terms you may have agreed with the ECP.

Pay To Card means a Transaction that results in adisbursement to the account number of a Card for a purpose permitted from timeto time by a Card Scheme (other than a Refund or Chargeback), by whatever name,including Visa original credit transactions, Visa Direct, Mastercard paymenttransactions and Mastercard Send™.

PCI DSS(Payment Card Industry Data Security Standards) means the security standardsfor transmitting, processing or storing Cardholder data and SensitiveAuthentication Data, as updated from time to time and published by the PCI SSCat https://www.pcisecuritystandards.org.

PCI SSC meansPayment Card Industry Security Standards Council.

Platform means the e-commerce platform the ECP makesavailable for use by Platform Merchants and through which the ECP providesPlatform Services.

Platform Feesmeans the amounts payable by the Platform Merchant as set out in the PlatformUser Agreement for Platform Services and any additional products, servicesand/or functionality provided by the ECP in connection with the Platform UserAgreement.

Platform Merchants means Platform users.

Platform Services means the products and services that the ECPprovides to Platform Merchants through its Platform (including providingcustomer service, notifications, receipts, handling returns and refunds andBuyer complaints or taking any other action or performing any other functionsin relation to or in connection with the operating of the Platform) whether ornot fees are charged for these products and services.

Products/Services means (i) the Platform Services; (ii) goodsand/or services which the Platform Merchant is selling through the Platform;and/or (iii) any other goods and/or services which are being sold on the URL(s)and, in each case, for which Transactions are submitted for processing by usunder the Services Agreement or any other services agreement that the ECP orPlatform Merchant may have with us.

PSRs meansthe UK Payment Services Regulations 2017 (as amended).

Recurring Transaction means a repetitive periodic Transactionagreed in writing and in advance between you and the Buyer for which you areauthorised to debit the Buyer’s debit/credit Card or bank account, such assubscriptions or instalments.

Refund means a full or partial reversal of aparticular Transaction where the funds are reimbursed to the Buyer on yourinitiative or request (including where such initiative or request is taken orsubmitted by the ECP on your behalf or for your benefit).

Regulatory Authority means in respect of a Party, any competent governmental or regulatoryauthority, law enforcement department or agency, court of law or other law,rule or regulation-making body having jurisdiction over that Party (and, inrelation to the Platform Merchant, also the ECP) and/or to which that Party(and, in relation to the Platform Merchant, also the ECP) submits or issubject, in any relevant territory and including any successor or replacementof any of the foregoing.

Reported Fraudmeans value of the Issuer fraud advices reported to us by the Payment Scheme(e.g. TC40 reported by Visa Inc.).

Reported Fraud-to-Sales Ratios means value of the Reported Fraud divided bythe gross sales value and calculated on a monthly basis for a one (1) monthperiod.

Reserve(s) means either a fixed reserve amount or arolling reserve amount withheld by us from Settlement in accordance with theReserve(s) Rate, in each case as security for Merchant Liabilities and held onthe Reserve Account. The fixed reserve amount or applicable Reserve(s) Rateshall be notified to you by the ECP from time to time.

Reserve Accountmeans the balance funded by your Reserve(s).

Reserve(s) Ratemeans a percentage of the daily gross sales value processed by us under theServices Agreement, which shall be subtracted from the daily Settlement andheld in the Reserve Account.

Sanctions means any economic sanctions laws,regulations, embargoes or restrictive measures administered, enacted orenforced by: (i) the United States government; (ii) the United Nations; (iii)the European Union; (iv) the United Kingdom; or (v) the respective RegulatoryAuthorities of any of the foregoing, including the Office of Foreign AssetsControl of the US Department of Treasury (“OFAC”),the United States Department of State and Her Majesty’s Treasury.

Sensitive Authentication Data means security-related information (includingbut not limited to card validation codes/values, full track data (from themagnetic stripe or equivalent on a chip), PINs, and PIN blocks) used toauthenticate cardholders and/or Authorise Transactions.

Services Agreement means your Platform Merchant Agreementtogether with these Acquiring Services Terms as incorporated by referencetherein, as may be amended or replaced from time to time.

Settlement means the receipt by us of the value of aTransaction as determined by the relevant Payment Scheme or TPA, as applicable,which may be net of Deductions (and “Settle”and “Settled” shall be construedaccordingly).

Merchant Portal means the secured user interface onCheckout’s website where the ECP can access information including regarding:(i) the Transactions (e.g. number of approved Transactions, status ofTransaction, Transaction ID, value/amount of Transaction, Payment Method usedduring the Transaction, sales revenue relating to processed Transactions, netsales revenue relating to processed Transactions); (ii) the number ofChargebacks and Refunds; (iii) the Buyers; (iv) risk settings; (vi) the paymentbalance; and (vii) information similar to information in (i) to (vi) relatingto the Platform Merchants.

Third Party Payment Service means the service enabling the initiationand/or execution by Checkout of Outward Payments.

Third Party Acquirer(TPA) means a financial institutionor other institution that is authorised by a Payment Scheme to enable the useof a Payment Method by accepting Transactions submitted via the Checkoutgateway, routing these to the Payment Scheme and/or Issuers and collecting andpaying out the resulting funds to us or directly to the ECP and/or a PlatformMerchant (as the case may be).

TPA Rules means the collective set of rules,regulations, operating regulations, procedures and/or waivers of the TPAs, asmay be amended or supplemented over time, and with which the ECP (and/or, whereapplicable, the Platform Merchants) must comply when using the relevantservices of such TPA.

Transaction means a request to us by the ECP (including onbehalf of a Platform Merchant) to process the payment request and/or consent ofthe Buyer to his/her payment service provider for the Platform Merchant toreceive the payment for Products/Services purchased by the Buyer.

Transaction Currencymeans the currency in which the Transaction is originally offered to the Buyerand submitted to the Payment Schemes.

URL(s) meansthe address of any websites and/or mobile applications owned and operated bythe ECP, (or, in circumstances where the ECP is a Payment Facilitator by theECP and the Platform Merchant) where the ECP and/or the Platform Merchant (asapplicable) accepts, or states that it will accept, payments by Payment Methodssupported by us in relation to Products/Services which are purchased by theBuyer on such websites and/or mobile applications, the initial URL(s) beingthose which have been listed in the Application Form (or your ServicesAgreement, as applicable), together with any future URL(s) approved byCheckout, in each case as recorded in the Merchant Portal, from time to time.

Use Policymeans the “Declined Lines of Business Policy” as set out athttps://www.checkout.com/legal/terms-and-policies or as provided to you inwriting (as applicable, by Checkout or by the ECP or through the Platform) (asamended from time to time) as incorporated by reference herein.

VMAS (“VisaMerchant Alert Service”) means a database of terminated merchantsmaintained by Visa.

Wallet means an Electronic Money account on whichthe units of Electronic Money are stored.

Wallet-to-Wallet Payment means the payment initiated from your Walletto another Wallet, as described in clause 2.6(i) to (n).

2.               CARD ACQUIRINGSERVICE, ALTERNATIVE PAYMENT ACQUIRING SERVICE AND HANDLING OF FUNDS SERVICE

2.1            THE SERVICE

(a)             Where you take our Card AcquiringService and/or Alternative Payment Acquiring Service in order to access theAcquiring Services through the Platform (including to enable you to acceptpayments for the Products/Services sold through the Platform) we will provideyou with one or more of the following services, as applicable:

(i)              enabling Transactions to be routedto the relevant Payment Scheme (directly or via a TPA);

(ii)             providing information and messagingabout the status of the Transaction on the Payment Scheme network, includingAuthorisation status (e.g. authorised, declined), clearing and settlementadvisement, Chargeback dispute status;

(iii)            collecting and/or receivingSettlement;

(iv)            value dating and crediting theSettlement amount of a Transaction to your payment balance on such terms as tofrequency and amount as have been agreed with the ECP;

(v)             reconciling: (i) the informationrouted to the relevant Payment Scheme with the information processed by thatPayment Scheme, and communicated to us; (ii) the records and accounts of yourentitlement to relevant funds with the records and accounts of the amountssafeguarded (where applicable); and (iii) our internal records and accountswith those of our banking partners safeguarding the relevant funds (whereapplicable);

(vi)            handling of the funds related toRefunds, Chargebacks and/or disputed Transactions, and supporting therepresentment of disputed Transactions upon request;

(vii)           foreign exchange services (whereapplicable); and

(viii)          making Payouts to your BankAccount(s).

(b)             You acknowledge and agree that:

(i)              Checkout’s provisions of itsServices shall be based on the issuance of Electronic Money remitted on yourWallet, including services such as Outward Payments to Buyers, split paymentsfor marketplaces and Card Acquiring Services to Checkout customers with therelevant Payout frequency at three (3) Business Days or more; and

(ii)             all funds received and/or collectedshall be simultaneously converted in Electronic Money at par value and storedon your Wallet.

2.2            CHARGEBACK ANDASSESSMENT LIABILITY

(a)             You agree that, as between Checkoutand you, you are solely responsible for and shall indemnify us in respect ofany and all Chargebacks and Assessments under the Services Agreement. EachChargeback and Assessment represents a debt immediately due and payable to uson demand by you on its occurrence notwithstanding any expiry or termination ofthe Services Agreement or any Acquiring Services.

(b)             Any Chargebacks for which you arerequired to reimburse us shall correspond to the whole or part of theprocessing value of the original Transaction, as applicable.

(c)              Where a Chargeback or anAssessment occurs, we shall immediately be entitled to debit the ReserveAccount, Additional Collateral, and/or make a deduction/set-off from anySettlement received by us from the Payment Schemes or the TPA in accordancewith the Services Agreement and/or invoice you to recover: (i) the full amountof the relevant Chargeback or Assessment; and (ii) any other Losses which wehave incurred as a result of or in connection with such Chargeback orAssessment (“Chargeback and AssessmentCosts”).

(d)             Where the full amount of anyChargeback, Assessment and/or any Chargeback and Assessment Costs is notdebited by us from the Reserve Account, Additional Collateral, and/ordeducted/set-off from any Settlement and/or paid under invoice, then we shallbe entitled to otherwise recover from you by any means the full amount of suchChargeback, Assessment and/or Chargeback and Assessment Costs still due andowing.

(e)             We shall not be obliged toinvestigate the validity of any Chargeback or Assessment by any Issuer, PaymentScheme or TPA (as applicable), whose decision or determination shall be finaland binding in respect of any Chargeback or Assessment.

(f)              If a Chargeback occurs for aTransaction in respect of which you already received a Payout in respect of therelated funds, this results in the unconditional obligation for and liabilityon you to immediately return to us an amount equivalent to the Payout for thatTransaction in addition to any Chargeback and Assessment Costs.

(g)             You shall indemnify on demand andhold us harmless from all and any Losses brought against us by any third party(expressly including the Payment Schemes and the TPAs) and/or otherwiseincurred by us arising out of: (i) your and/or your representatives’ breach ofthe Services Agreement; Applicable Law and/or (ii) the Payment Scheme Rulesand/or TPA Rules applying to Checkout services used by you and specifically inrespect of all Chargebacks, Assessments and Chargeback and Assessments Costs.

2.3            CHARGEBACK ANDASSESSMENT PERIOD

As Chargebacks andAssessments may arise a considerable period after the date of the relevantTransaction, you acknowledge and agree that, notwithstanding any termination ofthe Services Agreement for any reason, we shall remain entitled to recoverChargebacks, Assessments and Chargeback and Assessments Costs from you (and,where relevant, from any person who has provided us with a guarantee orsecurity relating to your obligations under your Services Agreement) in respectof all Chargebacks, Assessments and Chargeback and Assessment Costs that occurin relation to Transactions effected during the term of the Services Agreement.

2.4            REFUNDS

(a)             You shall not: (i) give cashRefunds to a Buyer where the payment is made with a Card (unless required byApplicable Law); or (ii) accept cash or other compensation for making a Refund.

(b)             We reserve the right to refuse toexecute a Refund if it is prohibited by Applicable Law or does not meet theconditions of the Services Agreement. We also reserve the right to suspend orrestrict the Refund functionality where you (or the ECP) are placed under fraudinvestigation, are deemed by us to be generating excessive Chargebacks and/orfor any other risk related reason. We will notify you (via the ECP) of suchrefusal, restriction or suspension, indicating the reasons for the same and theprocedure for correcting factual mistakes that led to it where possible,subject to any restrictions under Applicable Law. Any payment order that werefuse will be deemed not to have been received for the purposes of: (i) anyexecution times; and (ii) liability for non-execution or defective execution.

(c)              NOT USED

(d)             NOT USED

(e)             You shall inform us promptly bynotifying the ECP without undue delay (and in any event no later than ten (10)Business Days) after the date of any unauthorised or incorrectly executedTransaction and/or Refund and, where legally required, we shall refund youimmediately for such unauthorised or incorrectly executed Refunds.

(f)              You shall inform us promptly bynotifying the ECP without undue delay (and in any event no later than ten (10)Business Days) after you become aware of any non-execution or defectiveexecution of the Refund and, subject to the preceding provisions of this clause‎2.4, we will make immediate efforts to trace the Refund and notify you (viathe ECP) of the outcome. Where we are liable for the non-execution or defectiveexecution, and where legally required, we will immediately refund the amount ofthe non-executed or defective Refund.

2.5            NOT USED

2.6            VALUE DATING,PAYOUTS, DEDUCTIONS AND WALLET TO WALLET PAYMENT

(a)             Where we provide you with the CardAcquiring Service, Alternative Payment Acquiring Service and/or the Handling ofFunds Service, we will record each Settled Transaction to your payment balancefollowing our receipt of Settlement and simultaneously convert the funds intoElectronic Money at par value and store it on your Wallet.

(b)             Following value dating andrecording of validly processed Transactions to your payment balance, andconverting the funds into Electronic Money, and storing it on the Wallet, wewill initiate or procure the initiation of each Payout by bank transfer to yourBank Account(s) provided to us via the initial application for Checkout’sservices or as otherwise provided by you in a manner approved by Checkout onthe later of: (i) the Payout Date; or (ii) the expiry of any period ofdeferment in respect of the relevant Transactions.

(c)              We are only obliged to makePayouts related to the Transactions for which we have received Settlement andthe Payout amount may be net of Merchant Liabilities including third party bankcharges and any applicable Platform Fees. It is your responsibility to evaluateif the conditions of Payout (which are set by the ECP under or in connectionwith your Platform User Agreement) are acceptable to you before entering intothe Services Agreement. You agree that any overpaid and/or incorrectly receivedPayouts (e.g. related to the Transactions for which we have not receivedSettlement, or overpaid due to the IT infrastructure breakdown) shall be, uponour written notice to you (which you may receive from or through the ECP) ofsuch overpayment/error, at our option: (i) deducted by us from the Settlementrelated to subsequent Transactions before the next Payout(s); and/or (ii)refunded immediately to us by you; and/or (iii) deducted from any security wehold including the Reserve Account and/or Additional Collateral.

(d)             Payouts shall be subject to anylimits or thresholds agreed between you and the ECP under or in connection withyour Platform User Agreement.

(e)             We may agree to make Payouts to abank account in the name of a third party on your written request, subject ineach case to our prior written approval (which may be withdrawn at any time)and always in our absolute discretion. You acknowledge and agree that any suchPayout made as instructed or directed by you, must satisfy our, any PaymentScheme and/or TPA rules and requirements and must comply with Applicable Law.You acknowledge and agree that our execution of a Payout to a third party onyour instruction will fully satisfy our obligation and/or liability to settlefunds to you and shall constitute good receipt by you of such funds. Youundertake: (i) to provide all information we request in relation to the thirdparty recipient and its relationship to you; and (ii) to execute any documentand/or agreement (and procure execution by the third party recipient onrequest) in each case that we require from time to time in relation to suchinstruction from you.

(f)              You acknowledge and agree that youshall be liable for all Merchant Liabilities (howsoever arising). We may in oursole discretion withhold, set-off and/or defer payment of any sums we oweand/or hold on your behalf in accordance with your Services Agreement: (i)until the Merchant Liabilities have been fully discharged; and/or (ii) inrespect of reasonably anticipated Chargebacks, Refunds and Assessments.

(g)             You acknowledge and agree that, tothe extent permissible by Applicable Law, we will not be liable and/orotherwise be obliged to compensate you for late or non-performance, insolvencyor bankruptcy of the Payment Scheme(s) and/or the TPA(s) and specifically wherethe same results in a failed or late Payout for processed Transactions.

(h)             Notwithstanding anything to thecontrary in the Services Agreement, we reserve the right to withhold and/ordefer any Payout related to Transactions: (i) suspected to be fraudulent; (ii)suspected to be related to illegal activities or otherwise contrary toApplicable Law; (iii) which are likely to become subject to a Chargeback orRefund; (iv) which are subject to investigation by a Regulatory Authority, aPayment Scheme and/or a TPA, in each case until satisfactory completion of ourinvestigation or that of the relevant Payment Scheme, TPA and/or RegulatoryAuthority (as applicable) or that of a third party nominated by such person.You shall give your full co-operation to any such investigation. No interestwill accrue or be due and owing to you (in respect of any suchsuspended/withheld Payout amounts pending the satisfactory completion of aninvestigation in accordance with this clause 2.6(h)).

(i)              You may also use the ElectronicMoney balance stored on your Wallet in order to initiate a payment from yourWallet to another Wallet (hereinafter referred to as “Wallet-to-Wallet Payment”).

(j)              Before transmitting an order inorder to carry out a Wallet-to-Wallet Payment, you must ensure you have asufficient amount of Electronic Money available on your Wallets to cover theWallet-to-Wallet Payment amount and the related fees.

(k)             When transmitting an order, youmust include the following information: (i) in the case of a one-timeWallet-to-Wallet Payment, details of the beneficiary of the Wallet-to-WalletPayment, amount of the payment and date of execution of the payment; and (ii)in the case of recurring Wallet-to-Wallet Payments, the order includes detailsof the beneficiary of the Wallet-to-Wallet Payments and frequency ofsettlements.

(l)              You give your consent to theexecution of the Wallet-to-Wallet Payment by providing us with your paymentorder. This consent is irrevocable for one-time Wallet-to-Wallet Payments. Incase of recurring Wallet-to-Wallet Payments, you may withdraw your consent oneBusiness Day before the agreed date of execution of the Wallet-to-WalletPayment.

(m)            Checkout shall execute the paymenton the next Business Day, unless another date of execution has been specifiedby you.

(n)             Checkout reserves the right toblock the Wallet for reasons related to the security of the Wallet or thepresumption of unauthorised or fraudulent use of the Wallet. Checkout shallnotify you of its decision as soon as possible unless prohibited by national orApplicable Law.

2.6A          NOT USED

2.7            PAYMENT METHODSAND CURRENCIES SUPPORTED

(a)             We will support the use by you(through the Platform) of the Payment Methods and in such currencies approvedby the Payment Schemes and enabled on the Checkout system (subject to anyrestrictions under Applicable Law).

(b)             We may decide at our reasonablediscretion, or as requested by the Payment Scheme, the TPA or the relevantRegulatory Authority, to discontinue in certain circumstances the support ofone or more of the Payment Methods and/or currencies or make future supportconditional on the acceptance by you of additional conditions. We will give atleast two (2) months’ written notice of any discontinued or changed support ofany Payment Method, unless this is not reasonably possible given the cause forthis decision. We will use our reasonable endeavours to offer an alternativefor any discontinued Payment Method.

(c)              Transactions which involve acurrency conversion to complete payments (e.g. Payout Currency differs toTransaction Currency) are subject to an Exchange Rate. In the case of an errorin the Exchange Rate, adjustments may be applied immediately and without noticeto you to correct such errors. Where required, we will make available theExchange Rate (and such other information relating to the currency conversions)in accordance with Applicable Law, from time to time.

2.8            CUSTOMER DUE DILIGENCEAND ADDITIONAL INFORMATION

(a)             In addition, and without prejudice,to the provisions of the Platform Merchant Agreement relating to customer duediligence and provision of information by you, in the context of the AcquiringServices and in order to enable us to comply with Applicable Law, includinganti-terrorism, financial services, anti-tax evasion, anti-bribery andcorruption and anti-money laundering laws and regulations imposing customer duediligence (“CDD”) requirements, aswell as with the Payment Scheme’s and/or TPA requirements, you shall, beforeentering into your Services Agreement, and thereafter on our first request, andno later than 72 hours from the receipt of the request, provide further CDDinformation and/or documentation and User Information about you, and inparticular about your solvency and liquidity, your payment acquiring andprocessing arrangements, your shareholders, your ultimate beneficialshareholders, the Products/Services, your registered office address, as well asany and all regulatory licences and registrations required to sell theProducts/Services. You warrant unconditionally that all CDD information anddocumentation you provide to us is correct and up to date, and undertake toprovide us with at least five (5) Business Days prior written notice (orwithout delay if such prior notice is not reasonably enforceable), of anymaterial change in the CDD information and documentation and/or UserInformation previously provided, including in particular (but not limited to)any change of its directors, shareholders and/or ultimate beneficial owners.

(b)             You hereby authorise us to submitthe CDD information and/or documentation and/or User Information, or any otherrelevant information received from you, to the relevant Payment Schemes and/orthe TPA to obtain permission for providing access to their Payment Methods foryou, or for any ongoing monitoring related purpose in respect of your ServicesAgreement, as required.

2.9            OBLIGATION TOIMPLEMENT RISK MANAGEMENT CONTROLS AND AUDIT

(a)             In case of any investigation oraudit by us, a Regulatory Authority, the Payment Scheme and/or the TPA (asapplicable) as permitted under the Services Agreement, Applicable Law, thePayment Scheme Rules and/or the TPA Rules with respect to Chargebacks, suspectedfraud or other requests for information, you undertake to fully co-operate inthe investigation and/or audit of such records.

(b)             You represent and warrant thatthroughout the term of the Services Agreement the average ReportedFraud-to-Sales Ratios will not exceed one (1) % in any period of three (3)consecutive months.

(c)              In addition to the above, youagree to allow us, on thirty (30) days’ prior written notice, to inspect yourlocations to confirm that you are in compliance with the terms of your ServicesAgreement and are maintaining the proper facilities, equipment, inventory,records, licences and permits where necessary to conduct your business. Ourrepresentatives may, during normal working hours, inspect, audit and makecopies of your books, accounts, records, and files pertaining to anyTransaction processed under your Services Agreement.

(d)             If we have any reason to believethat you are copying, capturing or intercepting any Cardholder data, SensitiveAuthentication Data or similar Buyer’s payment instrument related informationin violation of the Payment Scheme Rules, the TPA Rules and/or PCI SSC’s rules,recommendations and standards (including specifically PCI DSS), we reserve theright to inspect your location(s) and/or to suspend processing of Transactions,Refunds, Acquiring Services and/or making Payouts.

2.10          RECURRINGTRANSACTIONS

(a)             For each Recurring Transaction youare required to obtain a prior express Recurring Transaction consent from theBuyer (including specifically the Cardholder), at the point of checkout orsale, for the Products/Services sold using Acquiring Services. You shallprovide the Buyer with the following information when obtaining consent: (i)the amount of the Recurring Transaction; (ii) whether the amount is fixed orvariable; (iii) the date of the Recurring Transaction; (iv) whether the date isfixed or variable; and (v) an agreed method of communication for all futurecorrespondence with the Buyer.

(b)             You must also, using the agreedmethod of communication, provide the Buyer with a confirmation that a RecurringTransaction agreement has been entered into. This confirmation must be providedwithin two (2) Business Days of entering that Recurring Transaction agreement,which must be separate from the sales agreement.

(c)              You shall notify the Buyer thatthis Recurring Transaction consent is subject to cancellation by the Buyer atany time, and should not debit or attempt to debit the Buyer’s Card, Buyer’sbank account or any other Payment Method account after being notified of thecancellation of the Recurring Transaction consent.

(d)             You shall notify the Buyer inwriting of the amount to be debited and the due date of the debit at leastfourteen (14) days prior to (i) the first debit, and (ii) each subsequent debit(unless the Recurring Transaction consent sets out the amounts payable and thedue dates and none of these have changed or other objective criteria are agreedwith the Buyer for calculating the due dates).

(e)             You shall retain the RecurringTransaction consent for the duration of the Recurring Transactions, and for aperiod of eighteen (18) months after the final payment that is made pursuant toit. You shall produce the Recurring Transaction consent to us on first demand.

(f)              You shall not submit forprocessing by us an existing Recurring Transaction without our prior writtenconsent; and shall provide us with a correct Recurring Transaction indicator,the frequency of the Recurring Transactions and the period over which theRecurring Transactions will take place. You shall comply with any and alladditional Payment Scheme’s requirements and/or recommendations relatingspecifically to Recurring Transactions.

2.11          OBLIGATIONSTO COMPLY WITH THE PAYMENT SCHEME RULES (AND IN PARTICULAR THE CARD SCHEME RULES)AND TPA RULES

(a)             You shall comply with theapplicable Payment Scheme Rules and TPA Rules, and are strongly advised toregularly review the then current Payment Scheme Rules (and in particular theCard Scheme rules), TPA Rules and Applicable Law as applicable toProducts/Services and business practices to ensure compliance therewith. Forviolations of certain key requirements, certain Payment Schemes such as CardSchemes can levy significant fines. Where you consider the Payment Scheme Rulesor the TPA Rules to be unacceptable, you may be able to stop using the relevantPayment Method (in accordance with your Platform User Agreement), however thePayment Scheme Rules (and specifically the Card Scheme rules) and/or the TPARules (as applicable) and the Services Agreement shall apply to processedTransactions.

(b)             Where we become aware of and/orreceive any notice of a potential exposure to a fine related to any of yourbehaviour, you will on first request provide all reasonable co-operation tohelp investigate the relevant circumstances and remedy the relevant violation,notwithstanding all other rights and remedies we might have in such situationunder the Services Agreement. If fines are applied, these may be invoiced bythe Payment Scheme and/or the relevant TPA to us as their contracting party.You shall fully indemnify and hold us harmless from any fines applied by aPayment Scheme and/or a TPA as a result of your breach of the terms of theServices Agreement, the Payment Scheme Rules and/or the TPA Rules.

2.12          RESERVE ACCOUNT,ADDITIONAL COLLATERAL AND OTHER RELATED PROVISIONS

(a)             You agree that either a fixedreserve amount or a percentage of the daily gross sales volume processed by uswill be subtracted from Settlements received by us from the Payment Schemes orthe TPAs as the Reserve(s), and shall be retained by us in order to be used tocover unpaid fees, Deductions or your other payment obligations under theServices Agreement. Where Reserve(s) are a percentage of the daily gross salesvalue processed, it may be capped or, converted to a fixed reserve amount aftera set period of time, to be held in the Reserve Account, as determined by us.The Reserve Account serves the reserve functionality. The fixed reserve amountor applicable Reserve(s) Rate shall be notified to you by the ECP from time totime. You agree that you are not entitled to any interest on the funds creditedin the Reserve Account, that you have no right to direct that account, and thatyou cannot and will not assign or grant any security interest in those funds orthat account, or allow any encumbrance upon the funds contained in thataccount.

(b)             Funds will remain in the ReserveAccount for twenty-six (26) weeks following the date of termination theServices Agreement (the “Reserve Period”),provided, however, that you will remain liable to us for all MerchantLiabilities occurring beyond such twenty-six (26) week period.

(c)              Where you are Insolvent, the fundsheld in the Reserve Account will be available for the purposes of theinsolvency process only after the Reserve Period and subject to any additionalMerchant Liabilities owed to us occurring between you becoming Insolvent andthe expiry of the Reserve Period.

(d)             In addition to the Reserve Account,we may request you to provide funds to us as Additional Collateral as asecurity to guarantee payment of any and all Merchant Liabilities including anyLosses owed to due to a TPA and/or the Payment Scheme and/or arising out of orin connection with any Payouts and/or Third Party Payment Services. We willfund the Additional Collateral, replenish and maintain it at the designatedlevel (or will instruct the TPA to do so where applicable) by deducting therequired amount from Settlement or any other funds due to you.

(e)             We may in our sole discretion atany time and without prior notice draw and receive amounts from the AdditionalCollateral, or instruct the TPA to do so if applicable, as required to coverany amounts owed to us, the Payment Schemes and/or the TPA which cannot bededucted from Settlement due to a lack of funds or otherwise. We maysubsequently: (i) replenish the Additional Collateral, or instruct the TPA todo so, from Settlement and such other funds due to you under your ServicesAgreement; or (ii) require that you immediately make a payment to us for theamount required to replenish the Additional Collateral.

(f)              Unless otherwise advised by us,the Additional Collateral will be held and maintained for a minimum of theReserve Period. If after expiry of the Reserve Period there is still a risk ofmore Merchant Liabilities, then we will have the right to withhold, or instructthe TPA to withhold if applicable, the Additional Collateral until such risk iseliminated. Upon expiration of the Reserve Period (or longer, as the case maybe), any remaining amount of Additional Collateral will be transferred to you.We will inform you of any charges debited to the Additional Collateral duringthis period.

(g)             We may change the AdditionalCollateral upon notice and in our sole discretion depending on Refund ratios,fraud ratios, Chargeback ratios and other risk considerations.

(h)             You expressly acknowledge andagree:

(i)              that the Additional Collateral isseparate to and does not form part of the funds subject to Checkout’s safeguardingobligations (where applicable);

(ii)             to any charge or debit made by usor the TPA against the Additional Collateral;

(iii)            that you are not entitled to anyinterest on the Additional Collateral;

(iv)            that you have no right to direct theAdditional Collateral; and

(v)             that you cannot and will not assignor grant any security interest in the Additional Collateral or allow anyencumbrance upon those funds.

(i)              We may, without notice to you,apply the amounts standing to the credit in the Reserve Account and/or theAdditional Collateral against any outstanding amounts owed to us under yourServices Agreement, or any other future agreement between you and any CheckoutGroup Company. All our rights with respect to the Reserve Account and AdditionalCollateral shall survive the termination of the Services Agreement.

2.13          SECURITY

(a)             We may at any time require you toprocure that a person (either legal or physical or both) or personssatisfactory to us, provide us with a guarantee and/or indemnity in respect ofyour obligations (including contingent or potential obligations) from time totime under the Services Agreement. In such case a separate document from theServices Agreement may need to be executed by you and/or such person.

(b)             We may at any time require you togrant to us, or procure the granting to us of, security other than guaranteesor indemnities in such form, including the requirement to put funds into a bankaccount which we may specify (including a trust or other account which we mayestablish for such purpose) and over such assets (and free of other securityinterests or subject only to such other security interests and other rights aswe shall permit) to secure to our satisfaction the performance of yourobligations (including contingent or potential obligations) from time to timeunder your Services Agreement.

(c)              We may exercise our rights underthis clause ‎2.13 either to require additional security or to require thereplacement of a previous security which has been withdrawn or which we, forany reason, require to be replaced.

(d)             Without prejudice to any otherprovision of the Services Agreement, your failure to comply with anyrequirement made under this clause ‎2.13 strictly in accordance with therelevant time limits shall constitute a material breach of the ServicesAgreement allowing for immediate termination without notice.

2.14          HANDLING OF FUNDSSERVICE

Where you receive theHandling of Funds Service, we will be receiving Transaction related funds fromyour TPA and paying out these funds to your Bank Account(s) in accordance withyour Payout arrangements. In such cases you hereby authorise us, as your agent,to receive from the TPA and hold Transaction related funds on your behalfbefore paying out such funds to your Bank Account(s) in accordance with thePayout arrangements. You acknowledge and agree that you are not entitled to anyinterest on funds received by us and held before such funds are paid out toyour Bank Account(s) in accordance with the Payout arrangements agreed withyou, which shall include simultaneously converting these funds into ElectronicMoney stored on your Wallet.

2.15          TERMINATION RIGHTS

Without prejudice to thetermination rights set out in the ‘Termand Termination’ section of the Platform Merchant Agreement, we have theright to terminate the Services Agreement and/or to restrict or suspend theprovision of or access to any Acquiring Services, in whole or in part, to youimmediately upon written notice if:

(a)             the provision of Products/Servicesis reasonably suspected by us to be in breach of the Payment Schemes Rules orTPA Rules; or

(b)             you have been listed on World-Checkor a Payment Scheme’s fraud and risk databases such as MATCH, VMAS orequivalent; or

(c)              you materially breach the PaymentScheme Rules or the TPA Rules in the context of using Checkout’s services; or

(d)             the ratio of Chargebacks toTransactions exceeds one (1) %, the Reported Fraud-to-Sales Ratios exceeds one(1) %, or we otherwise consider, at our sole and absolute discretion, that thetotal value of the Refunds, Chargebacks, and/or Reported Fraud, and/or thenumber of declined Authorisation requests and/or the number of Buyer complaintsis excessive; or

(e)             you: (i) refuse to provide securityrequested in accordance with clause ‎2.13 of these Acquiring Services Termsand/or on the withdrawal, removal, termination or unenforceability of anysecurity in relation to which we rely upon; or (ii) grant to a third party anysecurity or charge over all or a significant proportion of your assets; or

(f)              you (or the Platform Merchant(s))undertake or have undertaken activities (such as scams or other fraudulentactivities) which in our reasonable opinion are detrimental to the brand, imageor reputation of us, any Payment Schemes or TPAs.

Ifthe Services Agreement is terminated or any Acquiring Services are (or accessto any Acquiring Services is) restricted or suspended (in whole or in part)under this clause ‎2.15, we reserve the right to report you to the PaymentSchemes for entering into MATCH, VMAS or equivalent databases of terminatedmerchants, in accordance with the applicable Payment Scheme Rules and/or TPARules.

2.15A       CHANGES

(a)             Subject to sub-clause (b) of thisclause 2.15A, we may revise these Acquiring Services Terms from time to time bygiving notice to you via email (which may originate from Checkout or from theECP), posting a notice through the Platform or by posting such changes on ourwebsite (“Change”). If you do notnotify us of your objections to the Change within the notice period provided,you will be deemed to have accepted the Change. If you do not wish to acceptthe change, you must: (i) notify us of your objection to the Change within thenotice period (before the effective date of the Change); and (ii) immediatelycease to use and/or access Checkout’s services. If you continue to use any ofthe services after the effective date of the Change, then you will be deemed tohave agreed and consented to the Change.

(b)             Neither the Change notice period,nor your right to terminate will apply where the Change: (i) relates to aninterest rate or Exchange Rate and, in our reasonable opinion, is morefavourable to you; (ii) is implemented in order to comply with Applicable Lawor requirements of a relevant Payment Scheme and/or TPA; or (iii) relates tothe addition of a new service or extra functionality to an existing Service,and, in such instances, the Change will be made and shall become effective inaccordance with the terms contained in the Change notice.

2.16          E-MONEY WALLETSERVICE

As part of the optionalWallet service, we will provide you with services such as the following:

(a)             Issuance of Electronic Money: thefunds received and/or collected as part of the Card Acquiring Service andAlternative Payment Acquiring Service or as part of the Handling of FundsService are simultaneously converted in units of Electronic Money at par valueand stored on your Wallet, as per clauses 2.1(i) and 2.14;

(b)             Wallet-to-Wallet Payment, asdescribed in clause 2.6;

(c)              Payout of the Electronic Money toyour Bank Account or to a third-party’s bank account indicated by you.

2.17          AUTHORITY TO USE APAYMENT ACCOUNT OR WALLET

Youcan give a person the authority to use your Wallet and assume fullresponsibility for the payment transactions as defined in a power of attorneyor another relevant legal instrument. The provision of such authority: (i) willbe confirmed by us using reasonable means decided at our discretion; (ii) willnot come into effect until it is accepted by us; (iii) can be revoked on yourinitiative by informing your legal agent and us by registered mail with noticeof receipt.

3.               NOT USED

3.1            NOT USED

3.2            SUBMISSION OFTRANSACTIONS AND REFUNDS FOR PROCESSING, INTEGRATION AND RELATED CONSENTS

(a)             You shall ensure all data requestedby us to be provided (including through the ECP) for a Transaction and/orRefund (including those needed for fraud checks) are provided with eachTransaction and/or Refund submitted for processing by us. If you fail to providethe requested data with each Transaction and/or Refund, we reserve the right toimmediately suspend the Transaction and/or Refund processing. We may revise therequired data needed to process Transactions and Refunds from time to time bygiving written notice to you (which you may receive from or though the ECP).Where we execute a Transaction or a Refund in accordance with the data providedby you (including through the ECP), the Transaction or Refund will be deemed tohave been correctly executed by us, the TPA and/or the Payment Scheme involved.Where the data provided to us by you (including through the ECP) is incorrect,we are not liable for the non-execution or defective execution of theTransaction and/or Refund based on such data.

(b)             You undertake to work with us ingood faith to provide us with the email address of the Buyers and/or otherwisecontact the Buyers at our request (which you may receive from or through theECP) where we believe this is required under Applicable Law, Payment SchemeRules and/or TPA Rules, to perform risk or fraud assessments and/orinvestigations, to verify your obligations under your Services Agreement,including in respect of a Transaction, Refund and/or Chargeback or otherwise infurtherance of the Services Agreement. You shall, in compliance with relevantdata protection law, rely on valid lawful ground or procure and provide consentwhere required to facilitate us contacting the Buyers directly for thispurpose.

3.3            NOT USED

3.4            NOT USED

4.               OUT-OF-COURTCOMPLAINT AND REDRESS PROCEDURES

(a)             If after following our complaintsprocedure, you are still not satisfied, you can ask the Financial OmbudsmanService (subject to Applicable Law governing eligible complainants), to reviewthe complaint by writing to the Financial Ombudsman Service at Exchange Tower,London E14 9SR or by telephone on 0800 023 4567. Further information isavailable on www.financial-ombudsman.org.uk. You may also be able to submitcomplaints to the Financial Conduct Authority.

(b)             You agree that Checkout’s UsePolicy, as incorporated by reference into your Services Agreement, is anancillary document for the purpose of your Services Agreement. For theavoidance of doubt, neither the ancillary documents nor the parts of suchServices Agreement that incorporate the terms of the ancillary documentsconstitute “framework contracts” for the purposes of: (i) the EU PaymentServices Directive or any implementation of that directive in the EU or EEA or(ii) the PSRs.  

5.               NOT USED

6.               NOT USED

7.               THIRD PARTYPAYMENT SERVICE

7.1             Where you receive the Third PartyPayment Service we will provide you with the following services:

(a)             Where you make a payment on accountof your payment balance and/or where a third party makes a payment directly toyour payment balance, we shall record each Inward Payment to your paymentbalance following our receipt of the corresponding funds. You acknowledge andagree that you shall not be entitled to receive any interest in respect ofInward Payments held on your payment balance.

(b)             On receipt of a valid AuthorisedInstruction from you in the format prescribed by Checkout, and subject to yourpayment balance having sufficient funds, we will initiate or procure theinitiation of each Outward Payment as directed by you on the later of thefollowing:

(i)              the Outward Payment Date, or

(ii)             the expiry of any period ofdeferment which may apply.

7.2             We are only obliged to initiate andprocess an Outward Payment to the extent your payment balance has sufficientfunds in the relevant currencies. To the extent your payment balance does nothold sufficient funds in the relevant currencies, you shall provide thenecessary funds to us promptly and agree to hold us free from any liability inrelation to the delay and/or failure to execute such Outward Payment whilstthere are insufficient funds to pay these.

7.3             All Outward Payments are subject toany agreed limits and/or thresholds as agreed between us and the ECP and, inthe case of Pay To Card payments, to any thresholds, restrictions and/orlimitations as imposed by the Payment Schemes.

7.4             All Outward Payments must complywith Applicable Law including anti-money laundering laws and Sanctions and itis your responsibility to ensure your Authorised Instruction complies accordingly.Notwithstanding the foregoing, we may also impose restrictions on OutwardPayments, including the currencies and countries available, in our solediscretion from time to time.

7.5             Notwithstanding anything to thecontrary in the Services Agreement, we reserve the right to refuse, withholdand/or defer Outward Payments that: (i) we suspect to be fraudulent or relatedto illegal activities; (ii) we believe are likely to be refused by a PaymentScheme and/or financial institution for reasons of their own compliance rules;and/or (iii) we believe will likely be subject to a Payment Scheme and/orRegulatory Authority’s investigation. You will give your full co-operation toany such investigation. No interest will be due over amounts withheld inaccordance with this clause 7.5.

7.6             You agree that you must, beforesubmitting any Authorised Instruction, deposit specific Additional Collateralfor the Third Party Payment Service in an amount specified by us and maintainsuch Additional Collateral as required as security for Merchant Liabilitiesrelated to the Third Party Payment Service throughout the term of the ServicesAgreement. You acknowledge and agree that Checkout may deduct Outward Paymentsfrom the Additional Collateral or any other funds made available to Checkout byyou from time to time including Settlement.

7.7             NOT USED

8.               LIMITATION OFLIABILITY

Provisions of this clause8 are without prejudice to the provisions set out in the ‘Limitations of liability’ section of your Platform MerchantAgreement.

8.1            NOT USED

8.2            EXCLUSIONS OFLIABILITY

(a)             Nothing in a Services Agreementshall exclude or limit any liability of any Party to it for: (i) fraud, death,personal injury or gross negligence; (ii) in the case of the Platform Merchant,paying any fees and/or other amounts due under the Services Agreement; or (iii)otherwise to the extent that it cannot be lawfully excluded or limited, and thefollowing provisions in this clause ‎8.2 are subject to this clause ‎8.2‎ (a).

(b)             You agree that we are only liablefor our own acts or omissions and not for the acts or omissions of any thirdparties, including: (i) the Payment Schemes; (ii) the TPAs; and (iii) theIssuers.

(c)              Without prejudice to theprovisions set out in the ‘Force majeure’section of your Platform Merchant Agreement, Checkout shall not be liable forany events or activities originating outside the Checkout system (such asinfrastructure failure, internet disturbances or malfunctioning in third partysystems), except where such events were caused by our wilful misconduct orgross negligence.

(d)             No Party shall be liable to anyother Party for: (i) any liquidated, indirect, consequential, exemplary,incidental damages (including but not limited to damages for loss of businessprofits, business interruption, loss of business information, loss of revenue,loss of goodwill, loss of opportunity, loss or injury to reputation, or loss ofanticipated savings); and/or (ii) loss of business profits, goodwill,reputation, business, contracts, opportunity, bargain and/or anticipatedsavings; (iii) business interruption; or (iv) loss of business information,regardless of whether such Losses are indirect, direct or consequential, and,in each case, regardless of whether arising from negligence or breach of theServices Agreement (including access to, use of, inability to use, orunavailability of the Acquiring Services), and whether or not a Party was awareof the possibility that such Losses might be incurred.

(e)             We shall not be liable to you: (i)              for any loss or damage of a typewhich was not reasonably foreseeable when the Services Agreement was concluded,whether or not the possibility of that type of loss or damage was subsequentlyadvised to or otherwise became known, or should have become known, to us afterthe date on which the Services Agreement was concluded; or (ii) for any claimwhere the circumstances giving rise to a claim: (x) are due to an unusual andunforeseeable event, outside our reasonable control and the consequences ofwhich could not have been avoided even if all due care had been exercised (suchas, for example, force majeure, events of war and acts of God, strike, lockout,traffic disruption, acts of domestic or foreign governmental authorities); or(y) were caused by us due to compliance with Applicable Laws and regulations;or (iii) to the extent that you contributed to the occurrence of any loss byany negligent or intentional action or omission and your liability in thatinstance shall be determined in accordance with the principles of contributingnegligence.

8.3            LIMITATION OFLIABILITY

(a)             To the fullest extent permitted byApplicable Law, the total aggregate liability of all Checkout Group Companies(and their respective employees, directors, agents and representatives) arisingout of, or in connection with, your Services Agreement shall not exceed £150.

(b)             No Checkout Group Company will beliable for any failure to perform, or any defective or delayed performance of,any of its obligations under the Services Agreement and/or any other servicesagreement it may have with you if and to the extent that such failure, defector delay is due to:

(i)              any breach, negligence or badfaith act or omission by you (which shall include any breach, negligence or badfaith act or omission by the ECP acting on your behalf or for your benefit);

(ii)             our compliance with yourinstructions (including any instructions the ECP gives us on your behalf);

(iii)            any suspension of Acquiring Services(in whole or part) as permitted under the Services Agreement;

(iv)            our compliance with Applicable Law,Payment Scheme Rules and/or TPA Rules; or

(v)             the exercise of any rights orremedies available to us under the Services Agreement or any other servicesagreement you may have with us.

(c)              If you are a bodycorporate, where one or more of your Group Companies receive services from us,you agree that you shall be jointly and severally liable with all such otherGroup Companies.

9.               CORPORATEOPT-OUT

(a)             You agree that,if at the effective date of your Services Agreement:

(i)              your annualturnover or annual balance sheet exceeds two (2) million euros; or

(ii)             you have ten(10) or more employees; or

(iii)            you are acharity with an annual income of one (1) million GBP,

then you:

(A)             confirm that youare not a consumer, micro-enterprise or a charity within the meaning of the UKPayment Services Regulations 2017 (PSRs);

(B)             agree that none of the provisionsof Part 6 of PSRs applies to your Services Agreement;

(C)             agree thatregulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of the PSRsdo not apply to your Services Agreement; and

(D)             agree that,notwithstanding any other provision of your Services Agreement, the time periodfor notifying us of any unauthorised or incorrectly executed Transaction and/orRefund is sixty (60) days of the alleged error rather than the thirteen (13)months of regulation 76 of the PSRs.

(b)             You furtherconfirm for the avoidance of doubt that, notwithstanding any other provision ofyour Services Agreement, we are not liable to you for Losses that you maysuffer as a result of the matters referred to in Part 6 of the EU Payment ServicesDirective or regulations listed in sub-clauses 9(a)(iii)(B) and 9(a)(iii)(C)above.

‍

Schedule 2
Sub-Merchant Terms

Theseterms and conditions (as amended from time to time) (the Sub-Merchant Terms) describe the additional terms and conditionsthat apply to your use and/or access to Checkout’s services in connection withyour use of the Platform Merchant Services where: (i) the ECP is acting as aPayment Facilitator and (ii) you have been notified in writing by Checkout(which we may give you through the ECP) that the Sub-Merchant Terms apply toyour use of and/or access to Checkout’s services to ensure Checkout’scompliance with the Payment Scheme Rules. If you do not understand any of the terms or conditions set out in theseSub-Merchant Terms, please contact us before accessing and/or using (orcontinuing to access and/or use) Checkout’s services. Unless you notify us inwriting within 7 days from receiving notice that the Sub-Merchant Terms applyto you, stating that you do not wish to be bound by these terms, you will bedeemed to have agreed to these terms.  

1.               DEFINITIONS

In these Sub-MerchantTerms, the following definitions shall apply in addition to those set outwithin the Platform Merchant Agreement:

Cardholder means the Person in whose name a Card hasbeen issued.

PIN means the personal identificationnumber associated to a Card, allocated by a Card issuer or personally selectedby the Cardholder.

Transaction Receipt means a document used to evidence atransaction.

2.           YOUROBLIGATIONS

             Data Security Standards

(a)         This clause applies to you if youcollect payment data directly from a Cardholder or store any Cardholderdata.  In addition to the otherprovisions of the Platform Merchant Agreement (including the Acquiring ServicesTerms and these Sub-Merchant Terms), you acknowledge and agree as follows:

(i)          you must protect stored Cardholderdata, regardless of the method used to store such data. Data storage alsoincludes physical storage and security of Cardholder data. Some examples ofother data storage which must be secured include an access or excel databaseand hard copy files. Storage should be kept to the minimum required forbusiness, legal and/or regulatory purposes;

(ii)         youmust not store the PIN or Sensitive Authentication Data after authorisation(even if encrypted);

(iii)        if we notify you that you must complywith the Data Security Standards, you must, at your cost, successfully completethe protocols for PCI DSS and PA DSS within the time frame stipulated by us orthe Card Schemes. You acknowledge and agree that if you fail to do so:

             (A)                 Checkout may terminate your Platform MerchantAgreement and suspend your access to Checkout’s services through the Platform;and

             (B)                 You are liable for any fine imposed upon Checkout bythe Card Schemes as a result of your failure to comply; and

             (C)                 You are liable for any fines which the Card Schemeslevy in the event that you suffer a Card data compromise incident, and have notcomplied with the PCI DSS and PA DSS accreditation program; and

             Yourduties to Cardholders

(b)         Subject to the other provisions of thePlatform Merchant Agreement (including the Acquiring Services Terms and theseSub-Merchant Terms), you:

(i)          mustaccept any valid and acceptable Card in a transaction;

(ii)         mustonly send the ECP a sales transaction when you have committed to provide thegoods and services to the customer;

(iii)        mustnot accept a Card in a credit card transaction for the purpose of giving aCardholder cash;

(iv)        must perform all obligations (includingsupplying all goods and/or services) to the Cardholder in connection with thesale;

(v)         mustnot sell, purchase, provide or exchange any information or document relating toa Cardholder’s account number, or Card number, or a transaction, to any Personother than:

             (A)                     the ECP;

             (B)                     Checkout;

             (C)                     the Card issuer; or

             (D)                     as required by Applicable Law;

(vi)        must destroy any document that is nolonger required to be retained under Applicable Law or Card Scheme Rules, in amanner which makes the information unreadable;

(vii)       musttake reasonable steps to ensure that the information and documents mentioned in(v) are protected from misuse and loss and from unauthorised access,modification or disclosure;

(viii)      must not make any representation inconnection with any goods or services which may bind Checkout or any CardScheme;

(ix)         must not indicate or imply that we orany Card Scheme endorse any goods or services or refer to a nominated Card instating eligibility for goods, services or any membership;

(x)          mustnot accept a Card or a transaction which is of a type you have been previouslyadvised is not acceptable;

(xi)         mustprominently and unequivocally inform the Cardholder of your identity at allpoints of Cardholder interaction (including on any relevant website,promotional material and invoice) so that the Cardholder can readilydistinguish you from the ECP, any supplier of goods or services to you, or anyother third party;

(xii)       mustprovide notice to any Cardholder with whom you enter into a transaction thatyou are responsible for that transaction, including for any goods or servicesprovided, any payment transaction, related service enquiries, disputeresolution, and performance of the terms and conditions of the transaction;

(xiii)      mustnot unfairly distinguish between issuers of a Card when accepting atransaction;

(xiv)      mustnot refuse to complete a transaction solely because a Cardholder refuses toprovide additional identification information in circumstances where you do notlegitimately require that information and we do not require you to obtain it;

(xv)        must, if you collect or store Cardholderinformation, comply with any Data Security Standards notified to you;

(xvi)      must not transfer or attempt to transferfinancial liability under your Platform Merchant Agreement (including underthese Sub-Merchant Terms) by asking or requiring a Cardholder to waive his orher dispute rights;

(xvii)     mustdisclose to the Cardholder before a transaction is completed any fee that youwill charge for completion of the transaction and do it in such a way thatallows a Cardholder to cancel the transaction if they choose to do so, withoutthe Cardholder incurring any costs; and

(xviii)    must provide sufficient training to youremployees to ensure you meet your obligations under your Platform MerchantAgreement (including these Sub-Merchant Terms).

3.           INVALIDOR UNACCEPTABLE TRANSACTIONS

(a)         Atransaction is not valid if:

(i)          thetransaction is illegal as per Applicable Laws;

(ii)         if applicable, the signature on thevoucher, Transaction Receipt or authority is forged or unauthorised;

(iii)        thetransaction is before or after any validity period indicated on the relevantCard;

(iv)        You have been told by Checkout, the ECPor any issuing bank not to accept the Card;

(v)         thetransaction is not authorised by the Cardholder;

(vi)        the particulars on the copy of thevoucher or Transaction Receipt given to the Cardholder are not identical withthe particulars on any other copy;

(vii)       theprice charged for the goods or services is inflated to include an undisclosedsurcharge for Card payments or he price charged for the goods and services isdifferent for a transaction processed through this facility when compared withother available forms of payments;

(viii)      anotherPerson has provided or is to provide the goods or services the subject of thetransaction to a Cardholder;

(ix)         Youdid not actually supply the goods or services to a genuine Cardholder asrequired by the terms of the transaction, or have indicated Your intention notto do so;

(x)          thetransaction did not relate to the actual sale of goods or services to a genuineCardholder;

(xi)         thetransaction is offered, recorded or billed in a currency we have not authorisedYou to accept;

(xii)       YourPlatform Merchant Agreement was terminated before the date of the transaction;

(xiii)      You have not complied with Yourobligations in clause 2(c);

(xiv)      if applicable, the details are keyed intoequipment and You did not legibly record on a Transaction Receipt theinformation required; or

(xv)        itis a credit transaction in which:

             (A)         the amount of the transaction ortransactions on the same occasion is more than any applicable limit notified toYou by us and/or the ECP;

             (B)         You collected or refinanced an existingdebt including, without limitation, the collection of a dishonoured cheque orpayment for previous card charges; or

             (C)         You provide a Cardholder with cash;

(xvi)      itoccurs during a period in which Your rights under the Platform Merchant(including any rights under these Sub-Merchant Terms) were suspended;

(xvii)     You cannot give a Transaction Receipt asrequired by clause 4, as set out in the Platform User Agreement;

(xviii)    forany other reason, the Cardholder is entitled under the Card Scheme Rules to aChargeback of the transaction; or

(xix)       itis a remote transaction and You did not record the required details for thetransaction.

(b)         Atransaction for a sale or refund is not acceptable if:

(i)          theCardholder disputes liability for the transaction for any reason or makes aclaim for set-off or a counterclaim; or

(ii)         it is of a category which Checkoutdecides, in its discretion, is not acceptable.

(c)          You acknowledge and agree thatCheckout may:

(i)          refuseto accept a transaction if it is invalid or unacceptable, or may charge it backto you if it has already been processed, even if we have given you anauthorisation;

(ii)         reversea sales transaction as a Chargeback, and debit Your account for the amount ofthe Chargeback, for any of the reasons in clauses 4(a) or 4(b) and any otherreason we notify to You of from time to time; and

(iii)        withoutlimiting the above, delay, block, freeze or refuse to accept any transactionwhere Checkout and/or the ECP has reasonable grounds to believe that thetransaction breaches Applicable Law or Sanctions or the laws or sanctions ofany other country.

4.           USEOF CARD LOGOS AND TRADEMARKS

(a)         You acknowledge and agree that:

(i)          the Card Scheme logos, names andholograms (the “Marks”) are ownedsolely and exclusively by the relevant Card Scheme;

(ii)         You will not contest the ownership ofthe Marks for any reason;

(iii)        the Card Schemes may at any time,immediately and without notice, prohibit you from using any of the Marks forany reason; and

(iv)        You may only use advertising andpromotional material for the Cards or which show a Mark in the manner Checkoutapproves, unless you have received authorisation from the Card Schemes throughother means.

‍

Schedule 3
Data Processing Terms

GDPRTerms.  The following applies toprocessing activity governed by the GDPR:

1                ROLES OF THEPARTIES

1.1             WhereCheckout.com processes Platform Merchant Data (which may include personal data,as defined in GDPR) received directly from the Platform Merchant whileperforming Checkout’s services or as otherwise envisaged in this PlatformMerchant Agreement Checkout.com will act as a Data Controller, as described inparagraph ‎1.2. To the extent that the Platform Merchant sends, receives orotherwise processes Personal Data in connection with the Platform MerchantAgreement, then it shall also act as a Data Controller. The parties shall eachbe considered to be independent Data Controllers and nothing in this Agreementshall be construed as creating a joint or co-controller relationship betweenthe parties.

1.2             The PlatformMerchant authorises Checkout.com to Process the Platform Merchant Data, as aData Controller, in the following cases where Checkout.com:

1.2.1                  needs toProcess the Platform Merchant Data in order to fulfil its legal or contractualobligations, for example, in order to: (i) comply with Applicable Law(including specifically anti-money laundering and counter-terrorism financinglaws and regulations), Payment Scheme Rules, TPA Rules, Data Protection Law, or(ii) perform any obligation under the Platform Merchant Agreement, including inrelation to the performance of the Services; and

1.2.2                  Processthe Platform Merchant Data for the purpose of internal research, fraud,security and risk management, product development and overall improvements ofour services, analytics and assessing financial, credit or information securityrisk.

1.2.3                  Transferthe Platform Merchant Data to any third party Data Controller or Data Processorfor the purposes set out in paragraphs 1.2.1 and 1.2.2.

2                OBLIGATIONS OFTHE PLATFORM MERCHANT

The PlatformMerchant represents and warrants to us that, in relation to the Processing ofthe Platform Merchant Data in the context of the Services, it acts as a DataController and that it:

2.1             complies withData Protection Law and acknowledges and understands Checkout.com’s PrivacyPolicy with respect to the Processing of the Platform Merchant Data. ThePlatform Merchant shall comply with the data protection laws of the PlatformMerchant’s country of origin and of those countries in which the PlatformMerchant offers Platform Merchant Products/Services and, in particular whenProcessing and sending the Platform Merchant Data to us in the context of usingthe Services and submitting Transactions (Lawfulness of processing);

2.2             relies on avalid lawful ground under Data Protection Law for each purpose of its PlatformMerchant Data processing activities relevant to the Agreement, includingobtaining Data Subjects’ appropriate consent if required or appropriate underData Protection Law (Legal ground);

2.3             providesappropriate notice to the relevant Data Subjects regarding: (i) the Processingof Platform Merchant Data for the purpose of providing the Services, in atimely manner and, at a minimum, with the elements required under DataProtection Law; (ii) the sharing of the Platform Merchant Data withCheckout.com in its role as a Data Controller and with reference to thepurposes for which Checkout.com will Process the Platform Merchant Data inaccordance with its Privacy Policy; and (iii) the transfer of Personal Data tothird parties located outside of the EU/EEA (Notice);

2.4             responds to DataSubject requests to exercise their rights of: (i) access; (ii) rectification;(iii) erasure; (iv) data portability; (v) restriction of Processing of thePlatform Merchant Data; and (vi) objection to the Processing of the PlatformMerchant Data in accordance with Data Protection Law (Data Subjects’ Rights);and

2.5             provides allreasonable cooperation to Checkout.com in order to facilitate the fulfilment ofCheckout.com’s data protection compliance obligations in accordance with DataProtection Law (Cooperation).

3                OUR OBLIGATIONS

Checkout.comwill:

3.1             only Process thePlatform Merchant Data as required for: (i) the purposes provided for underparagraph 1.2 above; and (ii) any other purposes agreed by both Parties inwriting;

3.2             cooperate withthe Platform Merchant in its role as Data Controller to fulfil its own dataprotection compliance obligations under Data Protection Law, to the extentnecessary with respect to the Processing of the Platform Merchant Data in thecontext of the Services;

3.3             keep internalrecords of Processing of the Platform Merchant Data carried out as a Data Controllerwith respect to the Services;

3.4             notify thePlatform Merchant when local laws prevent Checkout.com from: (i) fulfilling itsobligations under its Platform Merchant Agreement and have a substantialadverse effect on the guarantees provided by its Platform Merchant Agreement,except if such disclosure is prohibited by Applicable Law, such as aprohibition under criminal law to preserve the confidentiality of a lawenforcement investigation.

4                DATA TRANSFERS

WhereCheckout.com transfers the Platform Merchant Data, either directly or viaonward transfer from the UK to a recipient outside of the UK in a country notrecognised by the UK government as providing an adequate level of protectionfor Personal Data, Checkout.com shall ensure the appropriate safeguards are putin place as required by Data Protection Law, including but not limited tostandard contractual clauses approved by the UK. For the avoidance of doubt,any transfers of Platform Merchant Data that are made from the PlatformMerchant to Checkout.com will (unless Checkout.com states otherwise) only beexported into a country within the UK or another third country that is deemedas providing an adequate level of protection for Personal Data by the UKgovernment.

5                SECURITY OFPROCESSING, CONFIDENTIALITY AND PERSONAL DATA BREACH

5.1             The Parties musteach implement and maintain a comprehensive written information securityprogram with appropriate technical and organisational measures to ensure alevel of security appropriate to the risk. In assessing the appropriate levelof security, the Parties must take into account the state of the art, the costsof implementation and the nature, scope, context and purposes of Processing ofPersonal Data as well as the risk of varying likelihood and severity for therights and freedoms of Data Subjects and the risks that are presented by theProcessing of Personal Data, in particular from accidental or unlawfuldestruction, loss, alteration, unauthorised disclosure of, or access toPersonal Data transmitted, stored or otherwise Processed (Security measures).

5.2             The Parties musttake steps to ensure that any person acting under their authority who hasaccess to the Platform Merchant Data is subject to a duly enforceablecontractual or statutory confidentiality obligation, and if applicable Processthe Platform Merchant Data in accordance with the Data Controller’sinstructions (Confidentiality).

5.3             The Parties mustnotify a Personal Data Breach that relates to the Platform Merchant Data to theother Party, without undue delay, after having become aware of a Personal DataBreach.  The notified Party shall notnotify any Supervisory Authority or otherwise disclose either publicly or tothird parties any information relating to the Personal Data Breach, without theprior express written consent of the Party subject to the Personal Data Breach(Personal Data Breaches).

6                LIABILITYTOWARDS DATA SUBJECTS

6.1             Where theParties are involved in the same Processing and where they are responsible forany damage caused by the Processing, both the Platform Merchant andCheckout.com may be held liable for the entire damage in order to ensureeffective compensation of the Data Subject. If Checkout.com paid full compensation for the damage suffered, it isentitled to claim back from the Platform Merchant that part of the compensationcorresponding to the Platform Merchant’s part of responsibility for the damage.