Merchant Services Agreement

This Agreement for Merchant Services (the “Agreement”) is provided to all applicable users of the service provided by SumUp Payments Ltd, having its principal place of business at 16 Short’s Gardens, London, England, WC2H 9US, UK, company registration No.07836562 or any other company of SumUp’s economic group, as applicable (“SumUp Payments”) for the acceptance of card payments where the applicable users are required to have a direct contractual relationship with a member of Visa and/or MasterCard for Merchant Services under the Card Scheme Rules (as hereinafter defined). For each of the SumUp users that this requirement extends to (“You” or “Your”), by signing or electronically agreeing to the SumUp Terms and Conditions, you are also agreeing to the terms of this Agreement (a) for Transactions initiated by or on your behalf in the United Kingdom, with First Data Europe Limited, a limited company incorporated in England and Wales under registered number 02012925 whose registered office is at Janus House, Endeavour Drive, Basildon, Essex, England SS14 3WF and (b) for Transactions initiated by you or on your behalf in the permitted countries of the European Union and European Economic Area, First Data GmbH, a limited company under German law (registration number HRB 14567) with its registered office at Marienbader Platz 1, 61448 Bad Homburg v.d.H., Germany (First Data Europe Limited and First Data GmbH, together “Fiserv” and “We” or “Us”) to govern the authorisation, conveyance and settlement of payment transactions utilizing the SumUp Services.

1. Definitions and Interpretation

1.1. Capitalised words have the meaning given to them in Schedule A except where expressly defined elsewhere in this Agreement.

1.2. The Operating Guide, Recitals and Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Operating Guide, Recitals and Schedules.

1.3. If there are any inconsistencies between this Agreement and the Card Scheme Rules, the Card Schemes Rules will prevail to the extent of such inconsistencies. If there are any inconsistencies between this Agreement, the Merchant Operating Guide (where relevant), as between You and Us, this Agreement shall govern the provision of Merchant Services to You.

1.4. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted, with or without amendment.

1.5. Unless there is something inconsistent in the subject or context, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders. Reference to a person or third party shall include a reference to any person, body, firm, association or other entity whether incorporated or otherwise.

1.6. The headings in this Agreement are inserted for convenience only and do not affect the meaning or construction of this Agreement.

1.7. Unless the context otherwise requires or it is otherwise stated reference to a party or parties shall be a reference to Us and/or You (as the case may be).

1.8. A reference in this Agreement to “include” or “including” shall be construed as an exhaustive list and a reference to “including without limitation” shall be an illustrative and non-exhaustive list.

1.9. References in this Agreement to days shall be references to calendar days and any references to months shall be references to calendar months unless expressly stated otherwise.

2. Services

2.1. Merchant Services. We agree to provide to You, to the maximum extent permitted by law and the Card Scheme Rules, the Merchant Services exclusively as described in Schedule A and access to operating manuals or instructions supplied or made available by Us from time to time relating to such Merchant Services in accordance with the terms and conditions of this Agreement. The Merchant Services may be varied or supplemented from time to time in accordance with Clause 18.12.

3. Card Schemes Rules

Compliance with Card Scheme Rules. You have access to, will comply with and will maintain compliance with, the Card Scheme Rules that are applicable to You from time to time.

4. Authorisation

4.1. Authorisation Request. You must seek Authorisation at the time of, or prior to, accepting each Transaction.

4.2. Authorisation Refused. If Authorisation is refused by Fiserv or by the Card Schemes the Transaction must not proceed and You must not seek Authorisation for a Transaction on behalf of the same Cardholder for any different amount. You agree that You are responsible for all Card Schemes assessed fines, fees or termination of this Agreement or, where relevant, for actions related to:

(a) failure by You to obtain an Authorisation Code;

(b) You submitting a Transaction after receiving a decline (even if a subsequent Authorisation attempt results in an Authorisation Code); or

(c) You attempting to submit multiple/partial transactions or multiple Authorisations and Transactions.

4.3. No Guarantee of Payment. Authorisation of a Transaction does not guarantee payment to You for a Transaction nor is it a guarantee that it will not be subject to a Chargeback or that You will not be subject to a debit in relation to that Transaction. Should a Cardholder deny having participated in a Transaction, We may, at Our discretion, withhold or return in respect of Card Not Present Transactions the relevant Transaction/Transactions as unpaid.

5. Acceptance of Transactions

5.1. General. This Agreement applies to the type of Transactions We have authorised You to process as part of Your Business or subsequently upon Your written request as expressly agreed by Us from time to time, and for as long as, such form of Card acceptance is permitted by the relevant Card Scheme Rules.

5.2. Currency. You must ensure that all Transactions accepted by You are in the Agreed Currencies unless We have given Our prior consent in writing that payment in other currencies may be accepted.

5.3. Evidence of Card Presence. You must ensure that You evidence to Us the presence of the Card tendered for each Transaction (except for Card Not Present Transactions), either by Chip read or Card swipe through an electronic Terminal.

5.4. Card Acceptance. You shall:

(a) accept all valid and current Cards presented by Cardholders which are covered by this Agreement;

(b) provide your full range of goods and/or services to Cardholders and at prices not greater than normal cash prices or as otherwise permitted by the Card Schemes; and

(c) submit all Transactions to Us for Authorisation in accordance with this Agreement and the Merchant Operating Guide.

5.5. Unauthorised Actions. You shall not:

(a) undertake Transactions for anything other than the genuine purchase of the goods and/or services that You supply;

(b) impose any minimum or maximum Transaction values;

(c) discriminate against the use of Cards in any way;

(d) split a Transaction into two or more Transactions;

(e) accept Transactions relating to goods and/or services which fall outside the description of Your Business without our prior written approval;

(f) accept a Transaction or present Transaction Data for processing which was not undertaken directly between You and the Cardholder;

(g) process Transactions on behalf of a third party without Our prior written consent;

(h) accept Transactions relating to goods and/or services for which the Point of Sale is outside the Territory unless We give You prior written consent;

(i) accept or process Transactions in order to give Cardholders cash unless We have specifically given You Our prior written consent to do so;

(j) accept any Transaction using any Card issued in Your name, or on the Nominated Bank Account;

(k) submit Transaction Data which You know Our ought to have known is illegal; or

(l) Refund Transactions to a Card which was not originally used to make such Transactions, and You must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder's Account.

5.6. Disclosure. If You indicate a price to a Cardholder which is not a price applicable to all methods of payment accepted by You then You must procure that before You accept the Transaction You display a statement explaining any methods of payment to which the indicated price does not apply and the difference in price either as an amount or a percentage. The statement must be displayed at each public entrance to Your premises and (except for Card Not Present Transactions) at each Point of Sale. Statements in respect of Card Not Present Transactions must be made in accordance with the Merchant Operating Guide.

5.7. Recurring Transactions.

(a) Own Risk. You accept Recurring Transactions at Your own risk.

(b) Cardholder Consent. For each Recurring Transaction You are required to obtain a prior written request from the Cardholder for the goods and/or services to be charged to their account. The request must be dated and signed by the relevant Cardholder and must state the amount and frequency of the recurring charge to be made against that Cardholder and the duration of time during which the charges comprising that Recurring Transaction can be made. For the avoidance of doubt the provisions of this Clause 5.7 shall not prohibit a Transaction in respect of which a Cardholder has agreed in writing or by accepting Your terms and conditions to be billed by you in instalments and such agreement specifies an instalment payment schedule and/or each instalment payment amount to be billed to that Cardholder’s Card.

(c) No Completion of Recurring Transactions. You agree that You will not complete any Recurring Transaction after receiving: (i) cancellation from the Cardholder; (ii) notice from Us that You may no longer process Recurring Transactions; or (iii) advice that the Card is not to be honoured.

6. Presentment of Transactions

6.1. File Format. The Transaction Data requirements are set by the Card Schemes and will be advised to You from time to time. You shall procure that any revised requirements and changes to such Transaction Data advised to You are implemented by You within the required timescale as detailed in such notification(s).

6.2. General Obligation regarding Submission of Transactions. You must only submit to Us records of valid Transactions submitted by You and involving a bona fide Cardholder. You must not submit any Transactions to Us that You know, or should have known, to be fraudulent or not authorised by the Cardholder, or that either know, or should have known, to be authorised by a Cardholder colluding with You for a fraudulent purpose.

6.3. Use of Merchant ID and Merchant Terminal ID. You shall only process Transactions, seek Authorisations and present Transactions for Settlement via the terminal ID and merchant ID set up for, and assigned to, You. You shall not allow any Third Party to use any Equipment that would allow such Third Parties to carry out Transactions under this Agreement. Any processing of third party Transactions across Terminal Accounts or merchant IDs is prohibited.

6.4. Right to Cease Acceptance or Refuse Authorisation Requests. Notwithstanding any terms contained in this Agreement or elsewhere, You agree and confirm that We have the absolute right to cease to accept Transaction Data or Authorisation requests from You or SumUp at any time.

6.5. Cut Off Times for Settlement. Transactions are to be presented to Us for Settlement within two (2) Banking Days of a Card being accepted as a means of payment or Refund.

6.6. Use of Third Parties. In circumstances where Transaction Data is to be delivered to Us via a Third Party, You accept responsibility for the collection, security, integrity and delivery to Us of such Transaction Data. In addition, upon request by Us You must confirm to Us in writing that all, Representatives and Third Parties that store, transmit or process Transactions on Your behalf are fully compliant with our associated requirements and Card Scheme Rules. For the avoidance of doubt, SumUp is considered a Third Party allowed to deliver Transaction Data to us as well as present Transactions to Us for Settlement via the terminal ID and merchant ID on your behalf under this Agreement.

6.7. Transaction Data. You must not present for Settlement, or allow anyone else to present for Settlement, to Us more than one set of Transaction Data for each Transaction.

7. Invalid Card Transactions/Chargebacks

7.1. Upon notice of a dispute regarding a Transaction, You agree that it is Your responsibility: (a) to notify Us of any such dispute promptly (and in any event within seventy two (72) hours); and (b) to resolve it directly with the Cardholder.

7.2. If We receive a Chargeback notice We will, without notice, debit Your Nominated Bank Account, or Settlement Account (if relevant) for the amount of the Chargeback. It is Your responsibility to notify and pass Chargebacks to Us. This Clause 7.2 also extends to a card payment which does not constitute a Transaction, but which You have submitted for processing as a Transaction. You acknowledge that Our right to proceed as described in this Clause 7.2 will not be affected by any arrangement between You and the Cardholder.

7.3. Notifications of Defects in Transaction Data. We are not obliged to notify You of any defect in any Transaction Data, or other liability to Chargeback except where a Chargeback is in fact made or to procure, or assist You in procuring, payment from a Cardholder where the relevant Transaction has been charged back to You. In some cases, a Card issuer may request a copy of the Transaction record prior to initiating a Chargeback. We will forward these requests to You and deliver Your response to the Card issuer. You understand that You must respond to these requests within the time frames and manner stated. Due to the short time requirements imposed by the Card Schemes, Your failure to timely respond will be communicated to the Card issuer and may result in a Chargeback(s) as well as Scheme related costs or fees.

7.4. No Waiver of Cardholder Rights. You hereby confirm that You will not transfer or attempt to transfer financial liability by asking or requiring a Cardholder to waive his rights to dispute a Transaction or otherwise.

7.5. Guidelines and Procedures. You agree that comprehensive Chargeback procedures are published by each Card Scheme and that Our Merchant Operating Guide also contains guidelines which are intended to serve only as a general guideline for compliance.

8. Warranties and Undertakings relating to Transaction Data

In presenting Transaction Data to Us (whether directly or through a Third Party) You represent, warrant and undertake, and continue to represent, warrant and undertake during the Term, to Us that:

(a) all statements contained in the Transaction Data are true, accurate and complete;

(b) You have supplied (or, where the Transaction Data relates to a prepayment or deposit, it has agreed to supply) the goods and/or services to which the Transaction Data relates and to the value stated therein;

(c) there is no element of credit given by a You;

(d) no other Transaction has been or will be processed in respect of the same goods and/or services;

(e) the Transaction has been entered into by You in good faith and You are not aware of any dispute relating to or any matter which may affect the validity of the Transaction;

(f) the Transaction was made in accordance with this Agreement and the Card Scheme Rules;

(g) the receipt from You, and the processing (including export outside the European Economic Area) of Cardholder Information and Transaction Data supplied by You to Us in the course of administering and discharging Our obligations and liabilities under this Agreement, will not infringe the rights of any Third Party;

(h) You are in compliance with Your obligations under Data Protection Laws, as amended from time to time, or equivalent in the jurisdiction(s) in which You are regulated;

(i) You are validly registered and existing under Your country of establishment and have by proper action duly authorised the execution and delivery of this Agreement;

(j) You are not and have not been prohibited from participating in the Card Schemes to accept services of a kind offered by Us;

(k) You acknowledge that You are responsible for, and undertake to, meet all costs associated with achieving and maintaining compliance, including any fines, costs or charges arising from You being compromised or not being compliant or data held by You being compromised and/or used for fraudulent purposes; and

(l) You agree to comply with the obligations under Clause 9.6 and Schedule C.

9. Data Security

9.1. Compliance. You are required to comply with all security procedures that We require and that are notified to you from time to time before completing any Transaction and to attempt, by reasonable, discreet and lawful means, to retain a Card if so requested by Us or the Authorisation Centre.

9.2. Retention/Storage of Transaction Data. You agree to retain all Transaction Data in the strictest confidence and in a secure environment where it can only be accessed by authorised members of Your employees, and to ensure that any such details stored electronically are fully protected, correct, complete, not lost or damaged and can be reconstituted, in a complete and easily readable form. You will take all reasonable precautions to ensure that Cardholder Information is not disclosed to any person other than Us and SumUp or misused by any person, unless otherwise required by any Applicable Laws or by the Card Scheme Rules.

9.3. Retention of Transaction Records for Retrievals and Chargebacks. You must procure that You retain in a secure place legible copies of all Transaction Records and receipts, Terminal tally rolls, invoices, receipts or equivalent documents relating to each Transaction. For the purpose of compliance with the Card Scheme Rules in relation to Chargebacks, all the above mentioned documents must be kept in a safe, secure and confidential manner for eighteen (18) months from the date of the relevant Transaction (or, if applicable, in the case of Recurring Transactions, eighteen (18) months from the date of the last Transaction forming part of the Recurring Transaction).

9.4. You must not retain or store magnetic stripe or CVV2/CVC2 data after Authorisation for a Transaction has been received.

9.5. Loss or corruption of Transaction Data.

(a) We will not in any circumstances be liable to You in respect of the face value of any Transaction Data, or (other than if due to Our negligence or fraud) the costs of reconstituting such data, or for any other loss or damage arising on any loss or corruption of Transaction Data.

(b) If any loss or damage to the physical medium containing any Transaction Data occurs and is agreed, or shown to be due to Our negligence or fraud, We will reimburse You the replacement value of the lost or damaged medium.

(c) If any loss or corruption of Transaction Data of whatever nature arises as a result of an act or omission by You, any agent, sub-contractor or Third Party engaged by You, then You shall be liable under this Clause 9.4.

9.6. PCI.

(a) PCI compliance validation is focused on, among other things, Your Equipment where Transaction Data is retained, stored or transmitted. For the purposes of complying with the PCI, upon Our written request, You shall provide Us with information regarding the extent to which You store Transaction Data.

(b) You agree to comply and maintain compliance, and must ensure that any agents, contractors and any third party partners engaged by You, who can store, process or transmit data, comply and maintain compliance with PCI, Visa “Account Information Security Programme” and the MasterCard “Site Data Protection Programme” and any other similar program as stipulated by the Card Schemes and any changes to those programmes and standards which may occur from time to time and You will notify Us immediately if any data breach may occur or is likely to occur.

(c) You acknowledge and agree and shall continue to acknowledge and agree for the Term that:

(i) it is a requirement of the Card Schemes that You, agents, contractors and any third party partners who have an obligation to comply with PCI comply and maintain compliance with PCI;

(ii) any failure of You, agents, contractors and any third party partners who have an obligation to comply with PCI and who fail to comply with PCI may lead to fines being raised by the Card Schemes;

(iii) any fines which We may receive as a result of Your non-compliance with this Clause 9.6 and the Card Schemes requirements for PCI shall be passed to You and You shall be wholly liable to pay such fines; and

(iv) You shall ensure that You are complying with the requirements of this Clause 9.6, We may request details of the security systems applied by You or may carry out an inspection or audit of Your systems, including any relevant computer systems. In the event that We wish to carry out an inspection, We will give advance notice to You specifying the date and nature of the inspection.

(d) To achieve and maintain compliance with PCI You will provide Us with a nominated point of contact responsible for liaising with Us regarding progress in achieving compliance with PCI.

(e) If You believe that You will be unable to meet any of the requirements as set out in this Clause 9.6, You will immediately notify Us as soon as reasonably practicable and We will work with You and liaise with the Card Schemes as reasonably necessary to try and negotiate a settlement with the Card Schemes to extend the deadline for You complying with PCI.

(f) Details of PCI and compliance requirements can be accessed via the following website at http://www.pcisecuritystandards.org or such other website which We notify You of from time to time. We will provide You with details of such data standards, and the programmes, on written request.

10. Information and Audit Rights

10.1. Request for Documentation. Upon request You will provide Us, or Our Representatives, with copies of interim and/or annual audited financial statements (including management accounts), and other required documentation or information concerning Your Business as We reasonably request to assist with Our continuing evaluation of Your financial and credit status.

10.2. Retention of Details relating to Your Websites. You must also maintain, on an ongoing basis, the names, addresses, and URLs of each of Your websites and, on request, promptly supply Us and/or the Card Schemes with any such information. In addition, where necessary, You shall provide any membership and / or passwords necessary to allow Us to monitor Your websites.

10.3. Right of Inspection. Upon request You shall provide Us or Our Representatives, reasonable access to Your facilities for the purpose of performing an inspection of Your books, records and/or systems, and to take copies of such books and records as We require.

10.4. Request for Transaction Records. We shall be entitled, at any time, and from time to time, up to eighteen (18) months after the Transaction date, to request You to, and You must provide Us, within the timeframe stated, and at no charge, with legible copies of Transaction Records and other evidence acceptable to Us of the Cardholder's authority to debit its account with the amount of the Transaction.

10.5. Notification of Changes in Your Business. You must advise Us as soon as You become aware of any change in the circumstances affecting Your Business including: (i) any insolvency event, (or impending insolvency event) (ii) any actual or impending Change of Control in You or Your parent company; (iii) any actual or impending material change in Your business; and (iv) any actual or impending sale or other disposal of all or any material part of Your assets which may result in a material adverse change to Your Business.

10.6. Audit. For the purpose of auditing the performance of Your obligations under this Agreement and the performance of Your Representatives and Third Parties (to the extent that these have been permitted in writing by Us), You will on request (and at Your own expense), and You will procure that Your Representatives and Third Parties will on request (as applicable and at their own expense) grant such systems access to Us and the Card Schemes as may reasonably be required to enable Us and/or the Card Schemes (as the case may be) to confirm at a minimum: (a) Your processing volume; (b) Your funding (c) Your reserves; (d) URL screening; and (e) fraud monitoring and to the extent necessary, You shall include provisions in relevant Representative contracts and Third Party contracts (as applicable and at their own expense) to provide Us with the rights required to obtain such information and be granted such systems access to allow Us to carry out the investigations as envisaged by this Clause 10.

11. Payment of Settlement Funds

11.1. After Transactions are validly presented to Us by You or on your behalf under this Agreement, We will initiate a transfer of the applicable Settlement Funds to the SumUp Settlement Account on your behalf and subject to the terms and conditions of this Agreement, You acknowledge and agree that payment by us of Settlement Funds to the SumUp Settlement Account constitutes full and final discharge of all of our settlement obligations to you under this Agreement.

11.2. Transaction Settlement Subject to Clauses 7.2, 18.7 and 18.8 We will pay to the SumUp Settlement Account an amount equal to all sums due and recorded as Transaction Data that have been presented in accordance with this Agreement less than the amount of any sums payable by You under Clause 12 or otherwise under this Agreement.

11.3. General Right to Withhold Settlement Funds. In addition to any other rights or remedies We may have against You, We reserve the right to retain or withhold Settlement of any sums due to You if:

(a) You fail to comply with the terms and conditions of this Agreement;

(b) any of the circumstances listed in Clause 11.4 arise; or

(c) if We suspect that any such Termination Event has, or is likely to occur.

All payments so suspended may be retained by Us until We have satisfied Ourselves that such Transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.

11.4. Suspension. We may, on notice to You, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or which subsequently become due to You pursuant to this Agreement if in good faith We suspect that:

(a) any Transaction is fraudulent or involves other criminal activity;

(b) that any Transaction was not in the ordinary course of Your Business; or

(c) if the number and/or size of the Transaction(s) is significantly greater than expected.

11.5. Payment Delays. You agree and acknowledge that We will not be liable to You for any delays in receipt of funds or errors in debit and credit entries caused by Third Parties, including without limitation any Card Scheme or Your financial institution.

12. Amounts Due

12.1. General. You shall be liable to Us for, and discharge to Us all amounts as you are responsible for under this Agreement, including:

(a) the amount of any Refunds issued (if not already deducted from sums paid by Us to You);

(b) the full amount of any overpayments made by Us in respect of Transaction Data, however caused;

(c) the full amount of any payments made by Us in respect of invalid Transaction Data;

(d) the full amount of all Chargebacks;

(e) the amount of any fees, fines, penalties and/or other charges payable by Us to a Card Scheme, or any other person, as a result of any failure by You to comply with this Agreement, or if the ratio of Your aggregate Chargebacks to Transactions exceeds the relevant industry average (as determined by the Card Schemes from time to time); and

(f) any other sums due and payable by You, or by Us on Your behalf under this Agreement.

12.2. Debit of Amount Due. Sums that you are liable for, or for which we are liable for on your behalf, under this Agreement may be debited from You, deducted from any Settlement Funds, or invoiced to You, in the manner provided in this Agreement.

12.3. Payment Mandate for Direct Debits. Upon request, You will maintain with Your bank an instruction to pay on presentation all requests for payment of a debit initiated by Us in respect of amounts due by You to Us, even after this Agreement has expired or termination for whatsoever reason.

12.4. SumUp SettlementAccount. You must at all times during the Term, maintain our access to the SumUp Settlement Account for the purpose of enabling Us to credit payments due to You under Clause 11.1 or otherwise, and to debit any sums payable by You to Us, either by Direct Debit or otherwise as required by Us. If You intend to change Your SumUp Settlement Account You must give Us not less than thirty (30) days’ prior written notice and initiate a new payment instruction in relation to Your new Nominated Bank Account on the terms and conditions contained in this Agreement.

12.5. Tax. Unless otherwise stated, all charges, fees and other payments to be made by You under this Agreement are exclusive of VAT and any other relevant taxes (if any) and in addition to paying such sums You will be responsible for paying any such VAT and other relevant taxes.

13. Indemnity, Compromise and Liability

13.1. Full Financial Liability. You accept full financial liability and responsibility for all of Your Transactions and the handling of all disputed Transactions, credits and other customer service-related issues and expenses caused by You as well as reprocessing any Transactions relating to suspended or rejected items.

13.2. Indemnities from the Merchant to Fiserv. You agree to indemnify Us, on a full and continuing basis, against all Losses arising from or in connection with:

(a) any Transaction or any other dealing between You and a Cardholder;

(b) Your breach of the Card Scheme Rules, and/or for any other reason where a Card Scheme levies a fee, fine, penalty or charge against Us due to any action or inaction by You;

(c) any loss of Cardholder’s Information or Transaction Data in breach of Clause 9, or a violation by You, or your employees, officers, agents and/or subcontractors of any of the standards and/or programme requirements referenced in Clause 9.6. You will also confirm to Us in writing that all third parties that store, transmit or process Transactions on Your behalf are fully compliant with the standards and programmes referenced in Clause 9.6;

(d) Your non compliance in relation to excessive levels of Chargebacks; and

(e) Your entering into a contract with an internet Payment Service Provider and/or allowing the internet Payment Service Provider to process Transactions on Your behalf.

13.3. Liability Cap. Subject to Clause 13.5 Our maximum aggregate liability to You for all Losses, whether arising in contract or tort (including negligence and breach of statutory duty), under an indemnity or otherwise, shall not in any other Contract Year exceed the amount of fees (net of any interchange and assessment fees and charges) received by Us from You in consideration for the provision of Merchant Services to You hereunder in the relevant Contract Year in which the claim arises.

13.4. Exclusion of Liability. No party to this Agreement shall have any liability whether in contract or tort to the other party (including negligence or breach of statutory duty), under indemnity or otherwise and whatever the cause for special, indirect or consequential loss or damage of any nature whatsoever. In addition, We shall have no liability to You whether in contract or tort (including negligence or breach of statutory duty), under indemnity or otherwise and whatever the cause for any increased costs or expenses; loss of profit, loss of business, loss of goodwill, loss of revenue, loss of anticipated savings, reputational damage or damage to the market value of the business.

13.5. No Exclusion/Limitation of Liability. Nothing in this Agreement shall exclude or limit any liability of any party for fraud; or for death or personal injury caused by negligence; or to the extent that any such exclusion or limitation is not permitted by Applicable Law.

13.6. Disputes with the Card Schemes and Cardholders. You shall, at Your own expense, provide Us with all reasonable assistance to resolve any dispute arising under the Card Scheme Rules. We shall, as against You, have complete discretion to decide whether or not to resist or defend any claim made against Us by any Card Scheme or Cardholder, or whether to compromise any such claim, and Our decision shall be binding on You. Without prejudice to the indemnities set out in this Clause 13, You also agree that We shall have discretion to accept, dispute, compromise or otherwise deal with any claim made against You and/or Us arising out of a Transaction accepted by You for loss or liability in respect thereof on Your behalf.

14. Term

14.1. Term. This Agreement shall commence for the date that you sign or electronically agree to your Relationship Agreement and shall continue in full force and effect thereafter until Your Relationship Agreement expires or is terminated or where this Agreement is terminated by any party in accordance with its terms ("Term").

15. Termination of this Agreement

15.1. Relationship Agreement. This Agreement shall terminate with immediate effect when Your Relationship Agreement expires or is terminated.

15.2. Mutual Grounds for Termination. Either party to this Agreement will be entitled to end this Agreement at any time with immediate effect by notice to the other parties if: (a) another party materially breaches this Agreement and, if such breach is capable of being cured, such breach is not cured within fifteen (15) days of written notice of such breach being received; (b) if other party becomes insolvent, or any step is taken for the liquidation, bankruptcy, receivership, administration, examinership, dissolution, or other similar action of the other party; or (c) if the other party makes any agreement with its creditors generally.

15.3. Our Additional Right to Terminate. Notwithstanding Clause 14.1, We will be entitled to end this Agreement at any time with immediate effect by notice to You if:

(a) We are required to do so by any regulator or a Card Scheme, or the integrity or reputation of a Card Scheme or ourselves is, or may be (as reasonably determined by us) brought into disrepute by You;

(b) your activities are, or are likely to have, in our opinion, a material impact on our business, commercial arrangements, reputation and/or goodwill (as reasonably determined by us);

(c) your activities contravene any UK, EU or other national or international laws and/or regulations, or any codes of practice that we may adopt from time to time, or which otherwise relate directly or indirectly to matters that we may view (acting reasonably at all times), from time to time, as being unlawful or otherwise objectionable in kind and nature;

(d) any of our efforts to comply with statutory obligations under the Money Laundering Regulations 2007 are obstructed; and

(e) there is fraud or we have reasonable cause to suspect fraud or other criminal activity in relation to you.

15.4. In addition We will also be entitled to end this Agreement on two (2) days written notice to You if:

(a) You change your SumUp Settlement Account or Nominated Bank Account, other than as permitted by this Agreement;

(b) there is any significant change, or We have reasonable cause to suspect a significant change is impending (as determined by Us), in the nature, level, scope or control of Your Business or Your financial condition;

(c) We consider excessive (acting reasonably and proportionately) the percentage, number or amount of fraudulent Transactions submitted by You under the Agreement, or the number of Chargebacks in relation to your Business; or

15.5. Effects of Termination.

(a) On expiry or termination of this Agreement for whatsoever reason You must promptly return to Us or Our agents, all materials and Equipment supplied by Us, Our agents or any other entity in the Our Group. You may not use the Our name, the name of any entity within Our Group or Our agents' names, or any Our or any of Our Group’s trademarks or logos or any promotional materials We or Our agents have provided or which refer to Us or the provision of Merchant Services by Us to You.

(a) Survival. The termination or expiry of this Agreement will not affect any actual or contingent liabilities or claims of any party hereto which accrue before this Agreement expires or terminates (as the case may be).

(a) Liability for Trailing Chargebacks. You will continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Transactions processed pursuant to this Agreement, all other amounts then due or which may thereafter become due under this Agreement, and breaches of Card Scheme Rules which are notified to Us at any time after the expiry or termination of this Agreement (howsoever arising).

(a) Information Sharing. The Card Schemes often maintain lists of merchants who have had their contracts terminated or Card acceptance rights terminated for cause. If this Agreement is terminated for cause under Clause 15 You acknowledge that We may be required to report to the Card Schemes Your business name and other information such as details of Your Nominated Bank Account, reasons for the termination for inclusion on such lists and You expressly agree and consent to such reporting. These details may also be notified to credit reference agencies.

16. Governing Law and Jurisdiction

16.1. This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

17. Processing of Personal Data

17.1. Compliance. Each of Fiserv and You, acting as a Controller, will process the Customer Data in compliance with applicable Data Protection Law.

17.2. Purposes. We will only process the Customer Data:

(a) as required in order to meet our obligations pursuant to this Agreement;

(b) as agreed in writing between the parties;

(c) as required or allowed by Applicable Laws;

(d) for fraud prevention or investigation purposes, or other risk management purposes;

(e) for customer identification and information verification purposes, including in connection with "know your customer", anti-money laundering or anti-terrorism financing purposes;

(f) in accordance with Card Scheme Rules;

(g) to enforce Our rights, or the rights of other persons in a financial transaction; or

(h) to comply with policies applicable to our obligations under the Agreement, including to protect the security of the Customer Data.

17.3. Transparency.

(a) As a Controller of the Customer Data, You will provide an information notice to Data Subjects meeting the requirements of Data Protection Laws, including the information referred to in Articles 13 and 14 of the GDPR (the "Customer Privacy Notice"); and

(b) As a Controller of the Customer Data, We will provide an information notice to Data Subjects meeting the requirements of Data Protection Laws, including the information referred to in Articles 13 and 14 of the GDPR (the "Acquirer Privacy Notice").

17.4. Assistance. Each party will provide the other party with such assistance and co-operation as it reasonably requests to enable the requesting party to comply with any obligations imposed on it by Data Protection Laws in relation to the Processing of the Customer Data. A party will be entitled to refuse or limit its assistance where the requesting party is in the position to fulfil the obligations without that party’s assistance.

17.5. Notices. All notices and other communications between the parties under this Section 17 must be provided in accordance with Clause 18.11 and, in the case of Fiserv, also by email to Our Data Protection Officer, [email protected].

18. General

18.1. If We choose not to, or if We cannot enforce any term or condition which forms part of this Agreement, this will not affect Our right to subsequently enforce that term or condition or to enforce any of the remaining terms and conditions of this Agreement.

18.2. Assignment by Us to Group Companies. We may assign or novate this Agreement, and/or transfer or sub-licence any or all of Our rights and obligations under it, at any time and You hereby expressly consent to any such assignment, novation, transfer and/or sub-licence. Any transfer will not reduce Your rights under this Agreement unless You agree otherwise. You authorise disclosure of details relating to You and Your merchant arrangements to any prospective persons or entity to which We are novating, assigning and/or sublicensing this Agreement.

18.3. Assignment You are not permitted to assign, transfer novate and/or sublicense this Agreement or any rights or obligations under this Agreement without Our prior written consent.

18.4. Duty of Confidentiality. Neither party shall, except for the purposes of this Agreement, compile or make use of any information relating to Fiserv the Merchant, any Card Scheme, any Card, any Cardholders or the terms of this Agreement or any documents provided with it, except where necessary for the performance of this Agreement. Both parties shall ensure that its employees and agents maintain strictest confidence with respect to the information referred to in this Clause 18.4 and not divulge or communicate to any third party information concerning the other party’s businesses or Transactions of Cardholders which may come to the notice of a party during the Term.

18.5. Disclosure of Information. You acknowledge that We may disclose information about Your Business to companies within Our Group, the police, Card Schemes, any regulator, or any other investigating body for use in the prevention or detection of fraud or other criminal activity, or to any credit reference agency which We also use as a source of information.

18.6. Force Majeure. Neither party nor any Representative of either party shall be liable for any failure to perform any of their obligations under this Agreement or any associated agreement (except for Your obligations to pay the Fees and Charges under this Agreement) where such failure arises directly or indirectly through any circumstances whatsoever beyond their reasonable control.

18.7. Right of Set Off. We may at any time (without notice to You) set off and apply any or all sums due and payable by Us to You under this Agreement, or under some other agreement with You, and/or any or all sums of money held in accounts with Us, against:

(a) any or all sums due and payable by You to Us; and/or

(b) the amount of any liability incurred by You to Us.

18.8. Contingent Liabilities. If We have reasonable grounds for believing that You are likely to incur any liability in relation to Clauses 18.7(a) or 18.7(b), We shall not be obliged to make payment of any sums which would be payable to You until such time as either:

(a) the liability is actually incurred and determined within a mutually acceptable period of time (if this occurs We will promptly pay the balance of such sums to You after deducting the amount of any liability); or

(a) We is satisfied that no such liability is likely to be incurred.

Should such liability be subsequently incurred You agree to reimburse Us on demand the full amount.

18.9. No Waiver. No waiver by either party of any breach of this Agreement or any delay or omission by either party in enforcing the terms and/or conditions of this Agreement shall prejudice such party’s rights, or operate as a waiver of any subsequent or continuing breach.

18.10. Severability. If any provision, in whole or in part, of this Agreement is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of this Agreement, and the parties shall substitute, where lawful and commercially viable, for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

18.11. Notices. Any notice required to be given under this Agreement must be in writing and shall be served on the other party, in the manner detailed below, by personal delivery or by registered post in an envelope properly addressed and marked for the attention of You or (where relevant) Us. Notice can be served by Us to You by e-mail to the email address advised by You, notification on a Statement, or by publishing on Our website. Notice given by post, Statement transmission or website, shall be deemed to have been received seventy-two (72) hours after the time of its posting, transmission or advice of availability. Notice given by e-mail shall be deemed to have been received twenty-four (24) hours after the time of transmission. Notice shall be served by You on Us at Our current registered office.

18.12. Amendments. You agree that We may from time to time, vary or supplement this Agreement, its terms and/or conditions (including, for example, any, or all of the individual documents which form part of this Agreement, such as the Fees and Charges, and/or any or all of the fees and charges themselves) and/or any accompanying documentation. Any such variation shall become effective upon Us notifying You in the manner provided in this Agreement, and subject to such notice periods as We may operate from time to time. If You do not wish to accept the changes We make to this Agreement, You may terminate this Agreement by giving Us notice in writing within thirty (30) days of such change coming into effect and such termination notice shall take effect fifteen (15) days after receipt by us in accordance with Clause 18.12.

18.13. Agency/Sub Contracting. We may appoint at anytime, and without notice to You, an agent or sub­contractor that is a Group company of Ours to perform any of Our obligations under this Agreement. You may not appoint a sub-contractor or agent in connection with this Agreement without Our prior written approval. Notwithstanding such approval, each party will remain primarily liable for anything done (or omitted to be done) by any such sub-contractor or agent appointed by that party.

18.14. Compliance. Each party shall comply with all Applicable Laws, regulations, Card Scheme Rules and codes of practice, which they are each obliged to follow for the purposes of this Agreement.

18.15. No third party beneficiaries. Any person that is not a party to this Agreement shall not have any rights under or in connection with it except where such rights are expressly granted under this Agreement.

18.16. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any previous agreements and understandings. The parties have not entered into this Agreement in reliance on any agreement, representation or warranty which is not made or repeated in this Agreement.

18.17. Remedies are Cumulative. Except where expressly agreed otherwise in this Agreement, the rights and remedies of the parties under this Agreement are cumulative, may be exercised as often as the parties consider appropriate and are in addition to their rights and remedies under general law.

18.18. Other Agreements. You agree to notify Us forthwith in the event that You have any existing arrangement with any other party operating in any of the Card Schemes referred to in this Agreement.

Schedule A – DEFINITIONS AND INTERPRETATION

In this Agreement the following words shall have the following meanings unless the context otherwise requires:

3D means the Three-Domain Secure protocol developed by Visa and for this Agreement includes "Verified by Visa" and "MasterCard SecureCode" and such other programmes notified to You by Us from time to time.

Agreed Currencies means those currencies agreed by Us with You from time to time.

Agreement means this Agreement, the Recitals, the Schedules and any document or webpage referred to within this Agreement.

Applicable Laws means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code of the United Kingdom and the European Union and any other laws applicable in the context of this Agreement, including, but not limited to, any rules or regulations imposed by the Card Schemes and any anti-bribery law, together with all subordinated regulations.

Authorisation means the process of referring a Transaction to Us via a SumUp Terminal for approval for the Transaction to go ahead and to verify that, at the time of the Transaction, there is available credit on the relevant Card and that the Card has not been reported lost or stolen and "Authorised" and "Authorising" shall be construed accordingly.

Banking Day means any day other than Saturday and Sunday or a bank or public holiday in England or Germany (where applicable) unless otherwise agreed in writing between the parties.

Batch means a single submission of a group of Transactions for Settlement.

Business means Your business as described in this Agreement or such other description as provided to Us by You.

Card means all valid and current payment cards approved by Us and notified to You in writing from time to time to which this Agreement applies.

Cardholder means an individual, company, firm or other body to whom a Card has been issued at any time and who is authorised to use that Card.

Cardholder’s Account means an account in the name of the Cardholder, as identified in the Card Number which may be debited or credited by the Issuer in respect of Transactions.

Cardholder’s Information means any information relating to a Cardholder including any Card Number and other Personal Data.

Card Not Present or CNP means an order for services where the Card or the Cardholder is not physically present at Your premises at the time of the Transaction, and includes Electronic Commerce Transactions and Mail/Telephone Transactions.

Card Number means the number displayed on a Card identifying the Cardholder's Account.

Card Present means a Transaction where the Card is physically presented to You by the Cardholder as the form of payment at the time of a sale.

Card Scheme(s) means Visa, MasterCard, Maestro and such other Card Schemes notified to You by Us from time to time.

Card Scheme Rules means the rules, regulations and operating instructions issued by particular Card Schemes, as may be varied and updated from time to time.

CDD or Customer Due Diligence means, in relation to You, the process by which You must satisfy Yourself with regard to Your customers’ identity in line with Your obligations under applicable anti-money laundering laws.

Change of Control means, in respect of any corporate body, any change in the entity or entities having Control of that corporate body.

Chargeback means a demand by an Issuer or a Card Scheme to be repaid a sum of money by Us in respect of a Transaction which has been previously subject to Settlement and for which We have been paid by the relevant Card Scheme.

Chip means an electronic device in a Card which enables the Card to communicate Cardholder details to a Chip and PIN Terminal.

Contract Year means a period of twelve (12) months commencing on the Effective Date and, thereafter, the period of twelve (12) months commencing on each anniversary of the Effective Date.

Control means the ability to control directly or indirectly the power to direct or cause the direction of the management and policies of the other person, whether through the ownership of voting shares, by contract or otherwise and “Controls” and “Controlled” will be interpreted accordingly.

Controller has the meaning given in the GDPR.

Customer Data means all Personal Data which is provided to Acquirer (or to any Sub-Processor) by You in connection with the Agreement.

Customer Information Manual means the customer information manual issued and varied by Us, in Our absolute discretion, from time to time setting out those detailed procedures and operating instructions You must follow in connection with accepting and processing Transactions and Your other obligations under this Agreement.

CVV2/CVC2 means the three digit security code printed on the reverse of Cards and intended to enhance the authentication of the Card. 

Data Protection Laws means the means the GDPR and any other laws or regulations applicable to the processing of Personal Data.

Data Subject has the meaning given in the GDPR.

Direct Debit an instruction given by You to Your bank to permit Us to demand or initiate payment of sums due to Us from Your Nominated Bank Account in accordance with relevant Card Scheme Rules.

Dynamic Currency Conversion (DCC) means a service to have funds equal to the value of the goods and/or services which a Cardholder wishes to acquire from You converted from the currency of the country where You are located to the currency of the country where a Card is issued.

Effective Date means the date on which this Agreement is required to come into effect under Card Scheme Rules or otherwise advised to you in writing by us.

Equipment means all equipment used in connection with this Agreement, including without limitation any imprinter, electronic data capture device and including any replacements, substitutions or additions thereto.

E-Commerce Transaction means a non-face-to-face on-line Transaction using electronic media in which Card details are transmitted by a Cardholder to You via the internet, the extranet or any other public or private network.

Fallback Procedures means the procedures described and set out in the Merchant Operating Guide if a Terminal or Equipment has failed for a technical reasons or a website or electronic link is not available or functioning properly.

GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data.

Group in relation to Fiserv means any company which is a subsidiary or holding company (including the ultimate holding company) of Ours, and any company which is a subsidiary of such holding company.

Insolvency Event means one or more of the following events:

(i) a petition being issued for the winding-up of a party (other than a solvent winding up for the purpose of a bona fide scheme or reorganisation, amalgamation or reconstruction) or the dissolution of a party;

(ii) the making by a court of competent jurisdiction of any order for the winding up or administration of a party;

(iii) the appointment of an administrator, administrative receiver, receiver or manager, liquidator or similar officer in respect of the whole or any part of a party's assets;

(iv) a party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; or

(v) the occurrence of any event in any other jurisdiction analogous to any of the foregoing described above.

Issuer means an organisation authorised by a Card Scheme to issue Cards and whose name appears on the Card as the issuer of such Card or who enters into a contractual relationship with the Cardholder for the use of the Card.

Losses means any and all claims, damages, demands, losses, costs, Chargebacks, fines, penalties, liabilities and expenses (including reasonable legal fees and expenses) of an entity.

Mail/Telephone Transaction means the processing of a Transaction arising from an order for goods and/or services made over the telephone or mail where the Card or the Cardholder is not physically present at the time of the Transaction. This often arises from mail or telephone requests for goods and/or services.

Merchant Operating Guide means the Merchant Operating Guide issued and varied by Us, in Our absolute discretion, from time to time setting out those detailed procedures and operating instructions You must follow in connection with accepting and processing Transactions and Your other obligations under this Agreement.

Merchant Services means the Settlement of funds relating to Transactions that are:

(i) submitted to Us by You; and

(ii) which are Authorised and accepted by Us,

and includes any related services to be provided by Us to You pursuant to this Agreement.

MasterCard means MasterCard Inc, and any affiliate thereof and any of their successors and assigns.

Mastercard SDP Program means the MasterCard Site Data Protections (SDP) Program in accordance with the implementation schedule set forth in Clause 10.3.4 of the MasterCard Security Rules and Procedures manual.

MCC means the classification code specified by the Card Schemes that designates the principal trade, profession or line of business in which You are engaged.

Multicurrency Page means the form issued and varied by Us, in Our absolute discretion, from time to time setting out those currencies which We have agreed that You may accept in connection with accepting and processing Transactions in a currency other than euro under this Agreement.

Multicurrency Merchant means a Merchant authorised by Us to accept Transactions in a currency other than British pounds sterling (GBP).

Nominated Bank Account means the bank account which You have advised Us is to be debited and credited with funds due from and to You.

Operating Guide means the operation guides of SumUp and Fiserv applicable to the provision of the Merchant Services from time to time.

Payment Card Industry Data SecurityStandards or PCI means a set of comprehensive requirements to minimise the potential for Card and Cardholder data to be compromised and used fraudulently, released from time to time by the PCI Security Standards Council or its successors.

Personal Data has the meaning given in the GDPR.

PIN means the personal identification number.

PIN Pad means a secure device with an alphanumeric keyboard which complies with the requirements established from time to time by Us and through which the Cardholder can enter their PIN.

Point of Sale means the physical location at which You accept Transactions and in the case of Card Not Present Transactions via a website is where You have Your fixed place of establishment.

Processor has the meaning given in the GDPR.

Processing has the meaning given in the GDPR.

Recurring Transaction means a Transaction which the Cardholder has agreed can be debited to their Cardholder's Account at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due for an ongoing service or provision of goods.

Refund means where You agree to make a refund to the Cardholder's Card of the whole or part of any sum authorised by a Cardholder to be debited to their Cardholder's Account.

Relationship Agreement means the agreement between SumUp and the Merchant for certain payment services.

Representative means an employee, officer, agent, contractor or sub-contractor who is appointed from time to time as a representative to act on behalf of You or Us (as the case may be).

Settlement means the payment of amounts to be reimbursed by Us to You or by You to Us under this Agreement.

Statement means the regular advice provided to You advising of the Transactions performed by You and the fees and charges due by You.

Sub-Processor means any Processor engaged by Us to process the Customer Data.

SumUp Settlement Account means your account that is maintained with SumUp to process Transactions, seek Authorisations and presents Transactions for Settlement via the terminal ID and merchant ID.

SumUp Services means the services provided by SumUp to You under the Relationship Agreement.

Term has the meaning set out in Clause 14.1.

Terminal means an electronic device approved by Us and used to capture Card details, for obtaining Authorisations and submitting Transactions to a Transaction acquirer; the term also includes any PIN entry device (PED) if it is a separate device.

Terminal Account means the terminal ID that is assigned to You.

Termination means the termination of this Agreement by either party in accordance with Clause 15.

Termination Events means each of the events set out in Clauses 15.1 to 15.4 (inclusive).

Territory means the United Kingdom and the territories of the European Economic Area where We agree to provide Merchant Services to You from time to time.

Third Party means any person or entity which is not a party to this Agreement including without limitation any Group members, contractors and sub-contractors.

Transaction means an act between the Cardholder and You that complies with the requirements set out at Clause 5 regarding the purchase or return of goods and/or services where the Cardholder Uses its Card to pay for goods and/or services that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds.

Transaction Data means all data relating to Transactions.

Transaction Record means the particulars of a Transaction required from You by Us in order to process a Transaction in the form as prescribed by Us.

Virtual Private Network (VPN) means a private network that encompasses links across a shared or public network.

Visa means Visa Europe.

VMAS means Visa Merchant Alert System.

Wi-Fi means technology for encryption and authentication with wireless LAN technology.

Wireless Equivalent Privacy (WEP) means a security protocol for wireless local area networks.

Wireless Local means a computer network that allows wireless communications (LAN) using radio waves microwaves or both to transmit Card or Cardholder data.

Wireless Terminal means a Terminal that allows wireless processing.

Schedule B – SPECIAL TERMS AND CONDITIONS

Part 1 - CHIP AND PIN

If You use Chip and Pin technology to accept Cards, the following special terms and conditions apply in addition to the terms and conditions set out in the main body of this Agreement. In the event of any inconsistency, this Part 1 of Schedule B shall prevail.

A. You agree and acknowledge that You shall incur full liability for fraudulent Transactions that could have been prevented if You had installed and properly used Chip and PIN technology including: (i) accepting a Chip and PIN Card Transaction; (ii) using any Terminal that incorporates Chip and PIN technology without using the Chip and PIN functionality to accept the Transaction; or (iii) failing to use a PIN Pad.

B. If You fail to accept Chip and PIN Card Transactions using a Chip and PIN Terminal and after notification by Us to You continue to fail to accept such Transactions Your right to process Transactions may be terminated immediately.

C. You must not request a Cardholder to disclose their PIN at any point during a Transaction. You must provide a reasonably secure place for the Cardholder to enter its PIN into the PIN Pad. You shall require that every Cardholder enters its PIN using the PIN Pad when initiating a Chip and PIN Transaction.

D. You must not request a Chip and PIN Cardholder to sign a Transaction receipt or request other means of identification.

E. The PIN Pad is for the Cardholder's exclusive use.

F. The Cardholder's PIN is not in any circumstances to be printed on a Transaction receipt or to be recorded or stored in any way.

G. In the event of a Chip failure during a Transaction, it can be completed in accordance with the Fallback Procedures contained in the Merchant Operating Guide.

H. CV2 must be provided in the Authorisation but must not be retained by Merchant after such Authorisation has been obtained/declined.

Part 2 - MAIL AND TELEPHONE TRANSACTIONS

Where You raise Mail/Telephone Transactions, the following special terms and conditions apply in addition to the terms and conditions of this Agreement. In the event of any inconsistency, this Part of Schedule B shall prevail.

A. Use of electronic Terminals. You confirm that You shall not request Card details to be submitted by e-mail, or over the internet, and then input Transactions as CNP onto an electronic Terminal. In the event of You accepting Card details in this manner, We reserve the right to terminate Your Card processing immediately.

B. Transaction Records for Mail/Telephone Transactions. Whenever a You make a Mail/Telephone Transaction it shall keep available for Us, and retain for inspection, for a period of eighteen (18) months from the date of the Transaction, a record of the following information or particulars: (i) Card number and the expiry date of the Card which is being used for the purpose of such order; (ii) name and address of the Cardholder; (iii) date of the Transaction; (iv) amount of the Transaction; (v) Cardholder's written order in the case of mail order Transactions; (vi) date and number of the Authorisation; and (vii) date of invoicing the goods and/or services (as the case may be).