SUPPLY OF SERVICES AGREEMENT THIS AGREEMENT is made on the date of last signature below between: Parties (1) Paymentology Ltd a company incorporated in England and Wales with registered number 09670444 whose registered office is at Level39, One Canada Square, London, E14 5AB (Supplier); (2) _____________ a company incorporated in England and Wales with registered number _______________ whose registered office is at _____________ _________________________________________________ (Customer). AGREEMENT Meanings 1 In this Agreement, the following words are defined: Agreement This agreement for the provision of the Services (as defined below) including any schedules; Confidential Information In relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement; Deliverables All documents, items, plans, products, goods and materials supplied by the Supplier, including any methodologies, designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the Supplier or its agents, sub-contractors, consultants and employees in relation to the Services; Effective Date 1 June 2018 Equipment Any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Supplier or its sub-contractors; Intellectual Property Rights Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, Trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by a party in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future; Services The Supplier agrees to provide issuer side card payment processing for the Customer as set out and described in Schedule 1 of this Agreement, together with any other services which the Supplier provides or agrees to provide to the Customer through the change control procedure set out below (Change Control); Service Charges The charges for the Services, which are set out in Schedule 2 of this Agreement; Service Levels The service levels, standards or performance targets applicable to the Services, which are set out in Schedule 3 of this Agreement; Specification The description or specification for the Services as set out in Schedule 1 of this Agreement or as otherwise agreed between the parties through Change Control; Working Day Any day other than a Saturday, Sunday or public holiday in England. BIN Bank Identification Number Card A device that enables its owner (the “Cardholder”) to make a payment. Card Programme Any scheme or programme involving credit cards. Programme Approval Approval of a programme by the relevant payment network scheme and issuing bank. Go-Live Date This is the date when the first real world transaction occurs on the assigned BIN at a retailer outlet, e-commerce site or ATM. Cardholder A person to whom or for whose benefit a card is issued. Condition Each and every one of the terms of this Agreement. Due Date The date that will appear on any invoice to the Customer in relation to services provided, stating when invoices must be paid by. In The Agreed Form In such form, manner or procedures as shall be agreed between and initialled by or on behalf of the parties. Interface The Internet Browser interface that is provided by the Supplier to allow Authorised Users to access The Service. Force Majeure Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or national failure of electricity or telephone/network service. No party is entitled to terminate this Agreement under in such circumstances. PCI DSS The Payment Card Industry Data Security Standard (PCI DSS), which is a proprietary information security standard for organizations that handle branded credit cards, debit cards, pre-paid cards, from the major card schemes including Visa, MasterCard, American Express, Discover, and JCB. Scheme A card scheme such as MasterCard, Visa or such other schemes governing the issuance and use of Cards as the Customer elects to use. Issuing Bank Financial institution who is a principal member of a Scheme or other payment network and has the rights/ownership of the relevant BINs used by the Customer under the terms of the Agreement. Transactions Financial or non-financial activity relating to cards or accounts. Transaction Fees The fees payable by the Customer to Supplier in respect of transactions and other processing fees outlined in Schedule 2 of this Agreement. Credentials The usernames and passwords provided to Authorised Users to allow them access to the Services via the Supplier’s interface. Documentation Any documentation provided by the Supplier to use or operate the services. PayControl Web-based interface provided by the Supplier to allow the Customer to access card level information. Month Calendar month. Outage Any time when the Supplier’s Services are not available as defined in the SLA. Media Relations Any written or oral publicity, news release or other public announcement. Regulations All relevant laws, statutes, statutory instruments, acts, regulations, orders, and directives issued by government agencies, self-regulatory bodies, trade associations or industry bodies (whether or not having the force of law) applicable to the conduct of the business of the Customer or the Supplier or in connection with their rights and obligations under this Agreement. Term Time of the contract. Affiliates The Customer and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Customer Authorised User An approved user with access to the supplier’s platform. User access will be defined as: o Administrator – ability to modify and update data on the platform. o Customer service – card only view. o Financial Controller – View only with the ability to raise chargebacks External Authorsiation A specific ISO8583 authorisation message feed to the customer for approve/decline decision. 2 In this Agreement, unless the context requires a different interpretation: a. the singular includes the plural and vice versa; b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement; c. a reference to a person includes firms, companies, government entities, trusts and partnerships; d. "including" is understood to mean "including without limitation"; e. reference to any statutory provision includes any modification or amendment of it; f. the headings and sub-headings do not form part of this Agreement; and g. "writing" or "written" will include e-mail unless otherwise stated. Card Processing Services 3 Subject to this Agreement, the Supplier will process transactions for the credit cards the Customer has indicated on the Issuing Bank’s application form. The card processing services will be delivered by proprietary technology built by the Supplier. Hosted Model with External Authorisation: the Supplier provides authorisation and settlement processing including hosting of Cardholder database, Cardholder rules engine with an external authorisation feed of transactions sent to the customer for approve/decline 4 The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date and as set out in Schedule 1. 5 The Supplier shall add the Customer as a beneficiary under the escrow arrangement described in Section 7 upon first live transaction Provision of Service 6 The Services will be provided by the Supplier: 6.1 From the commencement date the Supplier will provide the Service to the Customer in accordance with and subject to the terms of this agreement. 6.2 The Supplier will provide the Service with reasonable care and skill and in accordance with best industry practice. Subject to clause below, the Supplier reserves the right at no cost to Customer to improve the Service provided that any such improvements do not adversely affect the Service. 6.3 Without affecting any other express exclusions or limitations in this Agreement, each party's compliance with its obligations under this Agreement is subject to the other party complying in a timely manner with its obligations as set out in this Agreement. Neither party will be liable for any breach of this Agreement to the extent that it arises from a failure by the other party to respond to a reasonable request or comply in a timely manner with its obligations as set out in this Agreement. 6.4 Without affecting any other express terms in this agreement, the Supplier will not be liable for any breach of condition or of any other term of this Agreement to the extent that the breach arises from: 6.4.4 The Customer's use of the Service other than in accordance with this Agreement; 6.4.5 The Customer's use of the Service other than in accordance with the Documentation and reasonable instructions given by the Supplier from time to time subject to the Supplier providing an acceptable rationale for such instructions at the time they are given; 6.4.6 Any other wrongful act or omission by the Customer or its representatives; 6.4.7 Any act or omission of anyone accessing any part of the Service using the Credentials of an Authorised User (unless the person accessing the system is a representative of the Supplier, or has obtained the Credentials as a result of any act or omission by the Supplier or its representatives in breach of the terms of this Agreement); 6.4.8 Any problems arising from or in relation to any computer system, network or other facility other than those for which the Supplier are expressly responsible in accordance with the terms of this Agreement (including any system, network or other facility to which the Service is connected, such as computer systems operated by the Customer); 6.4.9 any act or omission of any system owned by the Customer; 6.4.10 any act or omission of any relevant regulatory authority; 6.4.11 any act or omission of any Cardholder. 6.5 The Supplier reserves the right from time to time to implement upgrades to the Service. 7 The Agreement begins on the Effective Date and will continue for a period of five years from the Effective Date, subject to the clause below (Termination), unless the parties mutually agree to extend its duration. 8 The Supplier shall provide the Services (including any Deliverables) globally in accordance with the Specification and the Service Levels agreed in this Agreement. 9 The Supplier shall perform the Services with reasonable care and skill, in accordance with: 9.1 generally, recognised commercial practices and standards in the payment industry; and 9.2 all laws and regulations applicable to the Services, including PCI-DSS, scheme rules, and all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection. 10 The Supplier will use its standard project management methodology to set up the service as per the project plan. 11 The Customer agrees to use all reasonable endeavors to assist the Supplier in the setup of the service. Access to the Service 12 The Customer must: 12.1 not make (in whole or in part) the Service or Documentation available to any third party except to the extent that you are expressly permitted to do so by this Agreement; 12.2 take all necessary steps to ensure that the Customer are able lawfully to use the Service in accordance with Regulations including but not limited to Financial Services Regulations or Regulations of the System; 12.3 satisfy itself that the Service is suitable for the Customer’s needs. The Supplier will have no liability to the Customer or anyone else if the Service is not suitable; 12.4 only use the Service in accordance with the Documentation and other reasonable instructions given by the Supplier from time to time; 12.5 only allow Authorised Users to use the Service on the Customer’s behalf; 12.6 be responsible for all use made of the Service by any of the Customer’s Representatives; 12.7 take and procure that all Authorised Users take all necessary security measures in relation to an Authorised User's Credentials. The Supplier will not be responsible for any loss of, or unauthorised disclosure or use of any Credentials and the Customer will indemnify the Supplier against all actions, proceedings, costs, losses and damages of any kind directly or indirectly arising (in whole or in part) in connection with the loss of, or unauthorised disclosure or use of, any Credentials; 12.8 not without the Supplier’s prior written agreement, create links (whether from any website or anything else) to any part of the Service nor cause the Service to appear or be accessed in any form other than the form intended by us; 12.9 promptly provide all information, materials and assistance reasonably required by the Supplier to enable the Supplier to provide the Service; 12.10 take all necessary measures to prevent fraudulent Transactions being made using the Service; 12.11 not obtain or attempt to obtain any unauthorised access to any of the Supplier’s computer systems; 12.12 ensure that all of the Customer’s Representatives in respect of whom personal or corporate information is provided to the Supplier have consented to such use and have consented to the Supplier making use of such information in connection with providing the Service, including but not limited to the provision of the information to, and the processing of the information by, our Representatives. The Customer will indemnify the Supplier against all actions, proceedings, costs, losses and damages of any kind directly or indirectly arising (in whole or in part) by reason of any failure to comply with this condition; and a. Without prejudice to any of the Supplier’s other rights under this Agreement, the Customer agrees that the Supplier may, at any time, for any reasonable purpose monitor the data that relates to the Customer’s use of the Service. b. The Supplier may give the Customer reasonable instructions in relation to the Service or its operation, delivery or use. These instructions may include ones that are in the interests of security, quality or efficiency of the Service and any other matter relating to the Service or its delivery. The Customer must comply promptly with all such reasonable instructions and use its reasonable efforts to ensure to the extent necessary that its Representatives do so as well. The Supplier shall not be liable for any breach of security or other failure of the Service where caused in whole or in part by the failure of the Customer or its Representatives to comply with reasonable instructions issued under the terms of this agreement. 13 The Supplier reserves the right from time to time to implement upgrades to the Service, provided that the changes concerned do not result in any material adverse effect on the provision of the Service in accordance with this agreement and also provided that the changes concerned do not require the Customer to have to make any material changes to its systems. The Supplier will use its best endeavors to provide as much advance notice as possible of any such changes, but is not bound to do so if to do so is not reasonably practicable. 14 Except to the extent expressly set out in this agreement, no conditions, warranties or other terms apply to the Service or to the provision of any other goods or services under or in relation to this agreement. Customer's Obligations 15 No amendment shall be made to Schedule 1 except on terms agreed in writing by the parties in accordance with the clause below Change Control. 16 The Customer must: 16.1 co-operate with the Supplier in all matters relating to the Services; 16.2 obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start; Defective Services 17 The Supplier shall promptly notify the Customer of: 17.1 any delays or problems from time to time in the provision of the Services of which the Supplier becomes aware; 17.2 any circumstances from time to time which may prevent the Supplier from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and 18 The Customer shall, without limiting any right or remedy of the Customer, promptly report to the Supplier any defects in the Supplier's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Customer. 19 Where any defect in the provision of the Services is reported to the Supplier by the Customer or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other right or remedy of the Customer, use its reasonable endeavors to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable and give the Customer a credit against the Service Charges calculated in accordance with Schedule 2. Charges, Payment and Time Records 20 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Service Charges as set out in Schedule 2 which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. 21 All charges quoted to the Customer are exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate. 22 Where Services are provided on a time and materials basis: 22.1 the charges payable for the Services shall be calculated in accordance with the Supplier's standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day, worked between 9 am and 5 pm on Working Days and otherwise by arrangement between the parties; 22.2 the Supplier will ensure that every individual whom it engages in relation to the Services completes time sheets recording time spent on the Services or Deliverables; and 22.3 the Supplier will invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, accompanied by any relevant receipts for any Equipment, materials and expenses as incurred in accordance with the clause below. 23 Where Services are provided for a fixed price, the total price for the Services is set out in Schedule 2. Upon completion of the Services or when an agreed instalment is due, the Supplier shall invoice the Customer for the charges that are then payable, together with any Equipment, materials and expenses, which have not been expressly included in the fixed price and VAT. 24 Expenses incurred by the Supplier may include: the cost of hotel, subsistence, travelling and any other expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses must be agreed by the Customer prior to being incurred, and the Customer is not liable to reimburse the Supplier for any expenses that have not been agreed. 25 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 10 days of receipt (which shall be determined in accordance with the section below (Notices) to a bank account nominated in writing by the Supplier (the Due Date). 26 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the Due Date: 26.1 the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and 27 All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision. 28 The Supplier and the Customer shall pay all amounts due under this Agreement in full without any deduction except as required by law or as expressly provided in this Agreement, and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part. Change control 29 The Customer may at any time during the term of this Agreement request an increase or decrease in the volume of the Services, a change in the Specification, or the addition of new Services (Change Request) by notifying the Supplier in writing of its requirements. 30 The Supplier shall give due consideration to any Change Request from Customer and shall, within 10 Working Days of receiving a Change Request from the Customer: 30.1 confirm its acceptance of the Change Request, without any further variation to the terms of the Agreement, in which case the parties shall execute a variation to the Agreement as soon as reasonably practicable and the Supplier shall implement the Change Request accordingly; or 30.2 provide a written proposal for accepting the Change Request, subject to any variation that it reasonably considers necessary to the Services, the Specification or the Service Charges, including any new Services (Change Proposal) agreement date; or 30.3 if the Supplier believes it is not reasonably practicable to accept the Change Request, with or without any such variation, provide the Customer with a written statement of its reasons for doing so. 31 Any Change Proposal provided by the Supplier under the above clause shall be based on the Service Charges or, if this is not appropriate, shall be a fair and reasonable quotation for the Change Request. 32 The Customer shall give due consideration to the Supplier's Change Proposal under the clause above and shall within 10 Working Days after receipt of the Change Proposal either give the Supplier a written notice accepting the Change Proposal (subject to or without further negotiation) or rejecting the Change Proposal. If the Customer accepts the Change Proposal, the parties shall as soon as reasonably practicable execute a variation to the Agreement and the Supplier shall implement the agreed variation. 33 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, provided that the Supplier gives the Customer reasonable notice of such changes and that such changes do not materially affect the nature/scope of the Services or the Service Charges. Indemnity 34 The Supplier shall indemnify the Customer against any claim by any other person that the provision of the Services to the Customer in accordance with this Agreement infringes any Intellectual Property Rights of that other person. Liability and Insurance 35 If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, the Customer’s agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay. 36 The Supplier shall not be liable for costs, charges or losses sustained or incurred by the Customer as a result of any Scheme outages or similar Scheme issues. 37 Nothing in this Agreement limits or excludes either party's liability for: 37.1 death or personal injury caused by its negligence; 37.2 fraud or fraudulent misrepresentation; or 37.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or 37.4 any other liability which cannot be limited or excluded by applicable law. 38 Subject to the clauses 30 through 33, inclusive, neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: 38.1 loss of profits; 38.2 loss of sales or business; 38.3 loss of agreements or contracts; 38.4 loss of anticipated savings; 38.5 loss of or damage to goodwill; 38.6 loss of use or corruption of software, data or information; 38.7 any indirect or consequential loss; 38.8 loss of or damage to records or data; 38.9 loss under or liability in relation to any other contract (including any contract with a Cardholder); 38.10 loss arising from or in relation to any fraudulent or unauthorised Transactions; or 38.11 loss incurred by or in relation to any Cardholder. 39 Subject to clauses 30 through 34, inclusive, the total liability of either party for any other loss of the other party in respect of any one event or series of connected events shall not exceed £50,000. 40 During this Agreement, the Supplier shall maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which the Supplier may be responsible, including for sub-contractors, agents and employees, in connection with the Services and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium. Confidentiality 41 Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except: 41.1 where required by law, court order or any governmental or regulatory body; 41.2 to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement, and to any potential investors provided that they have requested the information in order to make an investment decision relating to the party, and agree only to use the information for that purpose and not to cause or allow disclosure of that information; 41.3 where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers); 41.4 where the information was, available or known to it on a non-confidential basis before being disclosed under the Agreement; or 41.5 where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party. Intellectual Property 42 Subject to the clause below, the Supplier reserves all Intellectual Property Rights (if any) which may subsist in any Deliverables, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such Intellectual Property Rights. 43 The Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. 44 The Customer reserves all Intellectual Property Rights which it may own or develop, and the Supplier shall not use any of the Customer’s Intellectual Property Rights, including business and/or implementation strategies, other than in connection with the Customer, without the Customer’s consent. 45 If this Agreement is terminated, this license will automatically terminate. Data Protection 46 Each party warrants and represents that it has made and undertakes that at all times during the term of this Agreement it will maintain compliance with GDPR. See data processing agreement for details on the Processor requirements and responsibilities. Anti-Bribery 47 The Supplier and its agents, sub-contractors, consultants or employees shall: 47.1 comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Bribery Laws); 47.2 not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010; 47.3 shall have, maintain, and enforce throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Bribery Laws and the Bribery Policies. Non-Solicitation 48 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of this Services. 49 The Supplier shall not, without the prior written consent of the Customer, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from the Customer or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of this Services. Circumstances beyond the control of either party 50 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any Force Majeure cause that is beyond the reasonable control of that party. 51 The party affected by a circumstance beyond its control shall use all reasonable endeavors to mitigate the effect of a Force Majeure upon the performance of its obligations. 52 The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a Force Majeure event. 53 If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under this Agreement. Termination 54 A party may terminate the Agreement immediately by giving written notice to the other party if that other party: 54.1 does not pay any sum due to it under the Agreement within 90 days of the Due Date for payment; 54.2 commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied); 54.3 persistently breaches any term of the Agreement; 54.4 is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due; 54.5 is a company over any of whose assets or property a receiver is appointed; 54.6 becomes insolvent or unable to pay its debts as they fall due, enters into any voluntary arrangement with its creditors or becomes subject to a judicial administration order; or 54.7 goes into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the entity resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that Party). 54.8 This agreement can be terminated by either party by providing 6 months notice after the 3rd anniversary of the commencement date. Consequences of Termination 55 On termination or expiry of this Agreement: 55.1 All Parties warrant that each Party shall pay immediately outstanding unpaid invoices and interest and monies due. In respect of Services supplied but for which no invoice has been submitted, the owed party may submit an invoice, which shall be payable immediately on receipt. 56 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 57 Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination. General 58 This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation. 59 Except as provided in section 54, no party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party. 60 The Customer may assign any benefit and/or burden under the Agreement to any of its Affiliates or any entity acquiring substantially all of the Customer’s business. 61 The Supplier and the Customer are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers, or impose any liability as such on either of them. 62 No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties. 63 The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement. 64 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy. 65 A provision which by its intent or terms is meant to survive the termination of the Agreement will do so. 66 If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. 67 Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party. 68 Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. Notices: 68.1 sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting; 68.2 delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and 68.3 sent by email will be deemed to have been received on the next Working Day after sending. Fees 69 The Customer agrees to the payment of schedule fees to the Supplier as outlined in Schedule 2 subject to the terms of this contract. 70 The invoice is payable 30 days from the date the invoice is received. 71 All Fees including the setup fee is non refundable. 72 The Supplier is not responsible for costs and expenses associated with the Customer’s or the bank’s membership fee Program Approvals 73 In order for the Supplier to proceed with the implementation of any program driven by the Customer, the Supplier will require full details of the program but not limited to the content of the Product Setup Form of this document, including: 73.1 Relevant documentation showing approval from the Issuing Bank or Scheme 73.2 The specification of the program (e.g. rules, limits, currencies, technicalities) 74 The Customer must: 74.1 remain fully compliant with any rules or regulations of the system; 74.2 Ensure that the physical cards associated with the program, must be approved by the Scheme and the card manufacturers; 74.3 Conduct validation and integrity checking on any data they feed to the Supplier’s system. 75 The Supplier must: 75.1 During the term of the Agreement, provide free of charge any Card, Cardholder and Transaction information that it holds on demand (i.e. within 8 hours) to the Customer and at the request of the Customer provide such information to the Issuing Bank. This provision of data will be via web services and will required that the client and the issuing bank are capable of receiving such web service based data; 75.2 Subject to clause below, ensure that all historic Card, Cardholder and Transaction information is retained by it for a minimum of 5 years after the date of collection/transfer and that such information is in a form that can easily be provided to the Customer and at the request of the Customer to the issuing bank upon termination of this Agreement howsoever occurring; 75.3 maintain or procure the maintenance security and safekeeping of all information collected by or transferred to the Supplier whether relating to Transactions, Cards or Cardholders in compliance with PCIDSS and the terms of this Agreement; 75.4 ensure that each Card product is operated in accordance with the details and requirements in product setup form which will be mutually agreed and signed between by the Customer, Supplier and Issuing Bank; 75.5 Inform the Customer if it has reason to believe that the proposed Card scheme may not be compliant with the details set in this Agreement or that the scheme operations breaches any responsibility that maybe owed to the Cardholder; 75.6 Without prejudice to the Customer’s rights under this Agreement, notify the Customer as soon as reasonably practicable upon the occurrence of any event or becoming aware of any information that might impact on the Supplier’s ability to operate their Card product or which might adversely affect the Customer’s business or its reputation; 75.7 Be and remain fully compliant with all applicable Regulations and PCI DSS and supply a copy of the relevant certificate upon request from the Customer; 75.8 Take such steps at its own expense as the Customer reasonably requires in order to ensure compliance with money laundering. Authorised users 76 The Customer must notify the Supplier immediately if it has reason to believe that any Cardholder data that may have been lost or stolen. The Customer must also notify the Supplier if it has reason to believe that the Cardholder data may have been or may be used or accessed by an unauthorised person in an unauthorised way, or if it has other significant security or operational events of which the Customer ought to reasonably be aware, regardless of whether such events directly impact the Customer. 77 Credentials for Authorised Users will be set up on the Service by the Supplier upon requests from the Customer. The Customer is responsible for ensuring that all Credentials supplied by the Supplier are kept safe and secure and confidential. 78 The Supplier will assume that the use of Credentials allocated to an Authorised User indicates that the person accessing the Service using those Credentials is the Authorised User assigned by the Customer. It is the responsibility of the Customer to ensure that all Credentials relating to the Cardholders associated with the Customer are verified and validated for the purpose of use. The Supplier will not carry out any independent verification of Authorised Users other than the fact that the Credentials used by them relate to the Authorised User concerned. 79 The Supplier reserves the right to suspend user access where it has reasonable suspicion that there has been compromise of security in relation to that access. The Supplier can re-enable the user access once appropriate security checks have been completed and it is confident that there is no longer a threat posed by allowing such access. Fraudulent Transactions 80 Subject to condition 76, except as expressly provided otherwise by this Agreement, the Supplier is not liable for the prevention of fraudulent or suspected fraudulent transactions that may be presented to its Service and such will not be deemed liable for any loss or damage arising from such transactions. 81 The Supplier will apply scrutiny and will make best efforts to detect and avoid any illegal or fraudulent transactions being attempted through its system. Specific definitions governing the supplier’s liability in this respect to be defined in the separate Service Level Agreement document. Security 82 The Supplier will notify the Customer as soon as possible of any breach of security of the Service of which it becomes aware to the extent that it may be reasonably likely to affect the Customer or the Customer’s use of the Service. 83 The Supplier will take all reasonable steps to maintain appropriate technical and organisational measures as to prevent unlawful processing or access to data in respect of Authorised Users and Credentials and against accidental loss or destruction of or damage to such data. 84 The Supplier will not obtain or attempt to obtain any unauthorised access to any of the Customer’s computer systems. 85 The Customer agrees to set up, maintain and regularly review reasonable internal security measures. In particular, the Customer is responsible for ensuring the security of its own computing and communications equipment and the safe transmission of data to or from the Service (for the avoidance of doubt this means that the Customer is responsible for security of data up to the router end-point located within the Customer’s premises). The Customer is responsible for ensuring that its security measures are adequate for its use of the Service. Payment Platform 86 The Supplier is not responsible for costs and expenses association with the Customer’s or the Issuing Bank membership with a Scheme. 87 Any Customer requests for expansion that require additional Scheme memberships or approvals by the Supplier shall be negotiated between the parties on a case-by-case basis. 88 The Supplier will provide the Customer with a web services API for the execution of activities such as Card creation (physical, virtual or both), Card activation and other card related activities mutually agreed between the Customer and the Supplier. 89 The Supplier will provide the PCI DSS Attestation of Compliance (AoC) report on request. Governing law and jurisdiction 90 This Agreement will be governed by and interpreted according to English law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English courts. 91 Any dispute or complaint arising out of or in connection with this Agreement shall be notified to the other party by written notice (“Dispute Notice”) (the date of its remittance being the “Dispute Notice Date”). The parties shall meet and attempt to resolve the notified dispute/complaint within five (5) business days of the Dispute Notice Date and if unable or unwilling to do so then either Party shall be entitled to pursue dispute resolution and arbitration through a recognised industry body.   The parties have signed this Agreement the date(s) below: Signed: For and on behalf of Paymentology Ltd Dated: Signed: For and on behalf of ___________ Dated:   SCHEDULE 1 SPECIFICATION OF SERVICES The Supplier will provide the Customer with a platform for complete authorization and settlement for credit card processing including card creation manufacture file, chargeback handling and transaction processing with an external authorisation feed to the Customer. The Supplier will provide documentation to assist the Customer in connecting to the APIs along with a simulator so that the Customer can run tests on the use of the web services and the external authorisation feed. The table below sets out the modules the Supplier will service the customer with - description of the modules purpose is also outlined for each. Module Description PayPower This is the Core Processing engine, will perform Scheme network connectivity tasks, message routing, EMV assessment and component validation, in addition to token switching. PayTok Manages all card/token mapping structures and Card creation processes. PayCore Financial database - storing card transaction history (loads, transfers, authorisations, settlements), and account rollups. Where external authorisation is used by the client, PayCore is restricted to transaction logging only. PayRule Rules logic engine, rules include authorisation time rules (velocity checks, MCC checks and so on) but also scheduled rules, Fraud Detection rules and fee application rules – e.g., check how long card has been dormant. If more than x days then apply fee etc. PayServ Manages essential file movements within the overall infrastructure, including import of Scheme settlement information, export of client data (daily balances and transactions details) and export of card files to card manufactures. PayControl Allows clients to administer their card programs from accounting and cardholder customer services perspective. Transactions and tokenised card details are viewable. Users/Group permissions control allowable activities. FAST Service External Authorisation streaming service. Provision of the ISO8583 message to the Customer for transaction authorisation decision. PayKey Paymentology key store.