2.1 In consideration of payment by the Merchant of the Charges and Fees, Moneliq Limited agrees, subject to the terms and conditions of the Agreement, to provide the Merchant with the Services as initially selected in the Application Documentation and amended, updated, supplemented and/or replaced from time to time in accordance with the Agreement. The Merchant may request a copy of the Agreement from Moneliq Limited at any time.

2.2 Moneliq Limited may from time to time provide the Merchant with Additional Services. Each Additional Service will be governed by the Additional Service Conditions applicable to it as well as the other terms and conditions of the Agreement. The Additional Service Conditions will be provided to the Merchant as and when they are applicable to the Merchant and the Agreement. The Merchant must pay the Charges and Fees (plus VAT, where applicable) relating to any Additional Service in accordance with the applicable Additional Service Conditions and the other parts of the Agreement.

2.3 If the Merchant requires any additional product and/or service from Moneliq Limited, which is not offered by Moneliq Limited in the form of an Additional Service or other element of the Services, the Merchant shall issue a written request to Moneliq Limited and, where Moneliq Limited is willing to provide the relevant product and/or service, Moneliq Limited shall propose a separate written agreement setting out the terms and conditions on which it is willing to provide such product and/or service ("Separate Agreement"). Unless and until such time as a Separate Agreement has been agreed and signed by or on behalf of the parties to govern Moneliq Limited's provision of any additional product and/or service requested by the Merchant, Moneliq Limited shall not be under any obligation to provide the relevant product and/or service. Once agreed and signed by or on behalf of the parties, each Separate Agreement will be entirely independent and separate from the Agreement.

3.1 The Merchant must pay to Moneliq Limited the Charges and Fees (as may be amended, updated, supplemented and/or replaced from time to time) together with all applicable taxes (including any VAT) in Euro or GBP currency (or such other currency as Moneliq Limited may agree from time to time).

3.2 In addition, the Merchant must also pay to Moneliq Limited:

• (a) the full amount of any Refunds issued (if not already deducted from sums paid or payable by Moneliq Limited to the Merchant);
• (b) the full amount of any overpayments made by Moneliq Limited in respect of Transaction Data, howsoever caused;
• (c) the full amount of any payments made by Moneliq Limited in respect of invalid Transaction Data;
• (d) the full amount of any Chargebacks;
• (e) the full amount of any fees, fines or other charges payable by Moneliq Limited to a Card Scheme or any other person as a result of any failure by the Merchant to comply with the Agreement, or if the ratio of the Merchant's Chargebacks to Transactions is outside the relevant Card Scheme thresholds (as determined by the Card Schemes from time to time);
• (f) the full amount of Moneliq Limited's reasonable costs (including management time) incurred in managing the Nominated Bank Account if the Merchant is in breach of the Agreement or if the Merchant's acts or omissions cause Moneliq Limited to carry out any investigation or if the Merchant requests help from Moneliq Limited in connection with the Nominated Bank Account; and
• (g) the full amount of any other sums due and payable by the Merchant under the Agreement.

3.3 The Charges and Fees and other sums payable by the Merchant, or by Moneliq Limited on behalf of the Merchant, shall be debited from the Nominated Bank Account (and/or from such other account as Moneliq Limited has agreed with the Merchant) including from any funds to be settled to the Merchant, at such frequency for the previous day’s, week’s or month’s activity as Moneliq Limited determines and/or in any other manner provided in the Agreement.

3.4 Moneliq Limited may change the rate or basis of the Charges and Fees at any time. Moneliq Limited will notify the Merchant as soon as reasonably practicable of any change to the rate and/or basis of the Charges and Fees in accordance with Clause 27 (Notices). Any new Charges and Fees shall be applicable to the Merchant as from the time Moneliq Limited applies the change or at such later date as may be specified by Moneliq Limited in a notice to the Merchant.

3.5 Without prejudice to the generality of Clause 3.4 above, Moneliq Limited may change the Charges and Fees immediately, without notifying the Merchant first, due to:

• (a) changes in Card Scheme fees (such as interchange, assessments and/or other charges);
• (b) changes in pricing by any Alternative Payment Scheme or Alternative Payment Scheme Provider used by the Merchant; and/or
• (c) fees which are added by a Card Scheme.

3.6 Moneliq Limited shall send or make available to the Merchant a periodic statement at least monthly setting out the Transactions and Alternative Payment Scheme Transactions performed by the Merchant and the Charges and Fees due by the Merchant. Each such statement shall constitute a proper demand for payment and shall be conclusive evidence of the amount which is due from the Merchant to Moneliq Limited unless there is a manifest error. Moneliq Limited shall also provide a monthly report setting out the information required under the Applicable Law (Interchange Fees) as the same may be amended from time to time. The Merchant must check each such statement and notify Moneliq Limited within one month of it being first sent or made available (as the case may be) of any errors in it.

3.7 The Merchant must maintain with its Nominated Bank Account provider an instruction to pay on presentation all requests for payment of a debit initiated by Moneliq Limited in respect of amounts due by the Merchant to Moneliq Limited. The Merchant must maintain such direct debit instruction throughout the term of the Agreement and until the later of:

• (a) a further thirteen months from the date on which the Agreement terminates; or
• (b) the discharge of all of the Merchant's payment obligations and liabilities under the Agreement.

3.8 Moneliq Limited reserves the right to require the Merchant to undertake only Secured Transactions. In the event the Merchant fails to undertake any Secured Transactions by the date on which Moneliq Limited notifies to the Merchant that it must do so, Moneliq Limited shall have the right to:

• (a) add a non‐secure fee (in addition to the other Charges and Fees) to the Transactions and each subsequent Transaction that is not processed as a Secured Transaction; and/or
• (b) terminate or suspend the whole or any part of the Services and/or Agreement immediately.

3.9 The Merchant must pay any amounts it owes to Moneliq Limited under the Agreement as soon as those amounts are due. Payment of all sums due to us under the Agreement shall be made by the Merchant in full without any set‐off, deductions or withholdings. If the Merchant does not pay Moneliq Limited immediately when due then Moneliq Limited may charge interest on any amounts which the Merchant has not paid. Moneliq Limited reserves the right to charge interest each day at the rate of 8% per annum above the Bank of England’s base rate. Interest shall be calculated on a daily basis from the due date until the date on which the sum due has been paid in full, whether before or after any judgement, and shall continue to accrue notwithstanding the termination of the Agreement for whatever cause.

3.10 The Merchant acknowledges that any charges and fees applied to it by its own bank in relation to this Agreement (for example, in relation to certain cross‐border settlements) are the Merchant’s sole responsibility.

4.1 Compliance with the Agreement and restrictions

• (a) The Merchant shall comply, and shall ensure that each person acting on its behalf complies, with the Agreement.
• (b) The Merchant shall not:
• (i) if applicable, honour a Transaction or Alternative Payment Scheme Transaction where the provision of credit is unlawful;
• (ii) supply any other person with equipment to enable them to effect Transactions or Alternative Payment Scheme Transactions nor present to Moneliq Limited any Transaction Data which has not originated as a result of a transaction between the Merchant and a Cardholder or Account Holder (as applicable); or
• (iii) without Moneliq Limited's prior written consent, accept Transactions or Alternative Payment Scheme Transactions for goods and/or services whilst trading under any company or business name other than that specified in the Application Documentation.

4.2 Nominated Bank Account

• (a) The Merchant shall at all times during the term of the Agreement maintain a Nominated Bank Account in Euro or GBP currency (or such other currency as Moneliq Limited may agree in writing from time to time) for the purpose of enabling Moneliq Limited to credit payments due to the Merchant, and to debit any sums payable by the Merchant to Moneliq Limited and/or recoverable by Moneliq Limited under the Agreement, by direct debit (or otherwise as required by Moneliq Limited). If the Merchant requires more than one such account, the Merchant must obtain Moneliq Limited's prior written consent before having any other Nominated Bank Account. Where the currency of the Nominated Bank Account is different to the currency which the Merchant has elected to be settled in, the Merchant shall be responsible for any and all foreign exchange charges arising, whether charged by Moneliq Limited or any third party.
• (b) The Merchant hereby authorises each Alternative Payment Scheme Facilitator, Moneliq Limited and any person authorised by Moneliq Limited to transfer money to and from the Nominated Bank Account as required in order to perform the Services and/or exercise any rights under the Agreement.
• (c) If the Merchant intends to change any of its Nominated Bank Accounts, the Merchant must give Moneliq Limited at least sixty (60) calendar days’ prior written notice. Such notice must be accompanied by a copy of a bank account statement for the new Nominated Bank Account (dated no more than three (3) months prior to the Merchant's notification). The Merchant shall initiate a new payment instruction in relation to the new Nominated Bank Account in accordance with the Agreement. Subject to Clause 20.3, Moneliq Limited shall have no liability to the Merchant whatsoever for any Losses caused by any delay in the payment of settlement funds to the Merchant due to and/or during any such changes to any Nominated Bank Account.

4.3 Use of Promotional Signs

• (a) The Merchant shall adequately display the Promotional Sign(s) in accordance with the Merchant Operating Guides:
• (i) at the point of sale for Transactions where the Card is presented;
• (ii) on the Website payment pages where the Transaction is an Electronic Commerce Transaction; and
• (iii) on the Website payment pages where the Merchant processes any Alternative Payment Scheme
• Transaction.
• (b) The Merchant may use names and designs approved by Moneliq Limited and made available to the Merchant by Moneliq Limited to indicate that a Card Scheme or Alternative Payment Scheme is accepted for payment by the Merchant and processed by Moneliq Limited. The Merchant shall not without Moneliq Limited's prior written consent, use any other material referring to Moneliq Limited, Moneliq Limited's Affiliates, or any other name or design associated with the Services or any Card Scheme, Alternative Payment Scheme, Accounts or Cards.

4.4 Assistance

• (a) The Merchant must, at its own expense, provide Moneliq Limited with all reasonable assistance:
• (i) to detect, prevent and investigate fraud or other criminal activity (including any third party investigations);
• (ii) to resolve any dispute arising under the Card Scheme Rules or in connection with an Alternative Payment Scheme or Alternative Payment Scheme Facilitator in respect of or arising out of the Agreement;
• (iii) to resolve any claim against Moneliq Limited regarding a Transaction or Alternative Payment Scheme Transaction or by a Cardholder or Account Holder or any Alternative Payment Scheme Facilitator;
• (iv) in accordance with any other Clause under the Agreement which expressly or impliedly requires the Merchant to co‐operate or assist Moneliq Limited or any person acting on behalf of Moneliq Limited.

5.1 General

• (a) In its dealings with customers, the Merchant shall treat Transactions in exactly the same way as cash purchases including charging the same price.
• (b) The Merchant shall not:
• (i) impose any surcharge on any Transaction if surcharging is not permitted by the Card Schemes or by any regulatory authority or Applicable Law;
• (ii) set any minimum or maximum limit on the value of a Transaction (without Moneliq Limited's prior written consent);
• (iii) impose, as a condition of Card acceptance, a requirement that the Cardholder waives their right to dispute a Transaction;
• (iv) allow any third party to process Transactions under the Agreement; or
• (v) present to Moneliq Limited for processing any face to face transactions.
• (c) The Merchant shall not accept any Transaction (and must not present to Moneliq Limited for processing any Transaction Data relating to any such Transaction):
• (i) for the collection or refinancing of an existing debt;
• (ii) for goods or services which are illegal or unlawful or may damage (or may reasonably be considered to damage) the goodwill or reputation of any Card Scheme and/or reflect adversely on any Card Scheme;
• (iii) on behalf of a third party (unless Moneliq Limited has given prior written consent to the Merchant to do so);
• (iv) relating to goods or services which fall outside the description of the Business (unless Moneliq Limited has given prior written consent to the Merchant to do so);
• (v) which has previously been charged back to Moneliq Limited and subsequently returned to the Merchant, irrespective of any approval by the relevant Cardholder;
• (vi) which the Merchant is otherwise prohibited from accepting under Applicable Law; or
• (vii) which does not relate to an agreement or transaction between the Merchant and the Cardholder; or
• (viii) unless it is processed through the Website(s) or such other channels of Transaction Data acquisition that have been notified to and approved by Moneliq Limited in the Application Documentation or otherwise approved by Moneliq Limited in writing.
• (d) If Moneliq Limited becomes aware or reasonably believes that any Transaction or Transaction Data presented by the Merchant to Moneliq Limited for processing is in breach of any of Clauses 5.1(c)(i) to 5.1(c)(viii) inclusive above, then without prejudice to Moneliq Limited's other rights under the Agreement, Moneliq Limited may withhold the amount of the Transaction until it is satisfied that the Merchant is entitled to receive payment in respect of it.
• (e) The Merchant may request, (but must not require) a Cardholder to provide additional identification information as a condition of Card acceptance, unless such information is required to complete the Transaction, e.g for shipping purposes or where the Card Scheme Rules specifically permit or require such information to be collected.
• (f) The Merchant shall provide a complete copy of the receipt to the Cardholder for each Transaction at the time that the purchased goods are delivered or the services are performed.
• (g) Moneliq Limited shall allocate a Merchant Identification Number (MID) to the Merchant, which the Merchant must use when processing all Transactions.
• (h) It is the Merchant's responsibility to verify the Cardholder's address and ensure that the goods are dispatched to this address. The Merchant must not send any Transaction Data to Moneliq Limited before it dispatches the related goods. If for any reason the Merchant does not have the goods available for dispatch to the Cardholder within seven (7) calendar days of receipt of their order, then the Merchant must notify the Cardholder of that fact and ask the Cardholder to re‐confirm the order, unless the Merchant has notified the Cardholder, prior to them entering into the Transaction, of the estimated date of dispatch being later than seven (7) calendar days after receipt of their order.

5.2 Transaction Security

• (a) The Merchant shall ensure that each communication between the Merchant and each Cardholder is exclusively handled using a connection that is secured against data manipulation (for example, SSL encoding) and in accordance with industry standard protection as well as any and all requirements specified in the Agreement.
• (b) The Merchant must comply with all security requirements that Moneliq Limited notifies to it from time to time for Transactions.
• (c) The Merchant shall not, and shall ensure that its Authorised Users and customers do not, use the Website or any website in any way which might jeopardise the integrity, confidentiality or security of any Transactions, computer systems, servers or the network used by the Merchant to communicate with Moneliq Limited, or with Cardholders or other computer systems including, through disabling devices and unsolicited e‐mails. The Merchant must not attack or allow anyone else to attack the Websites using a denial‐of‐service attack or a distributed denial‐ofservice attack or in any other way.
• (d) This Clause 5.2 (Transaction Security) is without prejudice to the Merchant's obligations in Clause 17 (Use, Provision and Protection of Information).

5.3 Presentation of Transactions

• (a) For each Transaction, the Merchant shall submit Transaction Data to Moneliq Limited within three (3) Business Days from the date of the Transaction and in accordance with the Merchant Operating Guides.
• (b) The requirements for the Transaction Data relating to Transactions are set by the Card Schemes and shall be notified to the Merchant from time to time. The Merchant shall comply with changes to the requirements for Transaction Data which are notified to it from time to time.

5.4 Authorisation

• (a) The Merchant shall not complete a Transaction, unless authorisation from the Card Issuer for such Transaction has been received.
• (b) If authorisation is obtained but the Transaction does not proceed immediately, the authorisation must be cancelled and the Merchant must resubmit the Transaction Data to Moneliq Limited for processing.
• (c) If authorisation for a Transaction is refused, the Merchant must not complete the Transaction and the Merchant must not resubmit the Transaction Data for processing. If the Merchant resubmits the Transaction Data for processing and relies on any subsequent authorisation, the Merchant acknowledges and agrees that it does so at its own risk and the Merchant shall be liable to Moneliq Limited in respect of any Chargeback and/or other Losses arising from such Transaction.
• (d) Authorisations solely to validate a Card are not permitted.
• (e) Authorisation of a Transaction is not a guarantee of payment. It does not prevent Moneliq Limited from recovering a Chargeback nor other amount in respect of the Transaction as permitted under the agreement.
• (f) The Security Code is compulsory where supported by the Card Scheme for the applicable Card. Without a valid Security Code, Transactions may not be authorised. The Merchant must not extract, retain or disclose a Cardholder's Security Code, other than for the purpose of sending Transaction Data to Moneliq Limited relating to that Cardholder's Transaction.
• (g) As between the Merchant and Moneliq Limited, the onus shall be on the Merchant to prove to Moneliq Limited's satisfaction that any Transaction is authorised by the Cardholder.

5.5 Refunds

The Merchant must ensure that each Refund to a Cardholder is made on the same Card that was used for the original Transaction. The Merchant must not issue a Refund with cash where the original purchase was made using a Card.

5.6 Settlement

• (a) Subject to the other terms of the Agreement, including Moneliq Limited's rights in Clause 13 (Set‐off, Delayed Payment and Security), Moneliq Limited shall pay to the Merchant in Euro or GBP (or in such other currencies as detailed in the Charges Schedule or as otherwise agreed in writing with Moneliq Limited from time to time) all sums due and recorded as Transaction Data relating to payment Transactions only (less any Refunds, Chargebacks, Charges and Fees, and in each case, plus any applicable VAT) that the Merchant sends to Moneliq Limited in accordance with the Agreement by crediting the Nominated Bank Account at the frequency detailed in the Reserves and Remittances Schedule or as otherwise agreed in writing with Moneliq Limited from time to time.
• (b) Moneliq Limited shall not be liable for any delays in settlement, receipt of funds nor errors in debit and credit entries caused by any third party including any Card Scheme, Alternative Payment Scheme, Alternative Payment Scheme Facilitator or third-party financial institution.

5.7 Chargebacks

• (a) In some circumstances a Card Issuer has the right under the Card Scheme Rules to refuse to settle a Transaction, return a Transaction or to seek a reimbursement of a Transaction which has already been settled to the Merchant (“Chargeback”). A Chargeback may arise even if the Transaction has been authorised. A Chargeback may also arise if the Merchant has sent Moneliq Limited information about a Transaction which is not within the scope of a Transaction but which Moneliq Limited has processed as a Transaction and/or if a Cardholder denies making a Card Not Present Transaction.
• (b) If a Chargeback occurs in respect of a Transaction for which Moneliq Limited has not yet paid the Merchant, Moneliq Limited shall not be required to pay the Merchant for such Transaction. If a Chargeback occurs in respect of a Transaction for which Moneliq Limited has already paid the Merchant, Moneliq Limited shall immediately and without notice to the Merchant be entitled, and the Merchant shall allow Moneliq Limited, to debit the Nominated Bank Account, or to recover from the Merchant by any other means, the amount paid by Moneliq Limited to the Merchant in respect of that Transaction. Moneliq Limited's right to do this shall not be affected by any arrangement between the Merchant and a Cardholder.
• (c) Moneliq Limited is not under any obligation to:
• (i) notify the Merchant of any defect in any Transaction Data or other potential liability to a Chargeback except where a Chargeback is in fact made; or
• (ii) assist the Merchant in procuring payment from a Cardholder or assist in any dispute where the relevant Transaction has been charged back to the Merchant.
• (d) If a Chargeback arises, the Transaction Data relating to the relevant Transaction must not be re‐presented by the Merchant unless Moneliq Limited gives its prior written consent.

5.8 Electronic Commerce Transactions

• (a) This Clause 5.8 shall apply if the Merchant:
• (i) has stated on the Application Documentation that it wishes to process Electronic Commerce Transactions and Moneliq Limited has agreed to this; or
• (ii) sends to Moneliq Limited Electronic Commerce Transactions without Moneliq Limited's prior written agreement.
• (b) Each Electronic Commerce Transaction must be sent to Moneliq Limited online for authorisation in accordance with Clause 5.4 (Authorisation).
• (c) The Merchant shall notify Moneliq Limited in writing without delay of any other websites (other than the Websites specified in the Application Documentation or which Moneliq Limited has otherwise provided its prior written consent to), which are intended to be used for processing Transactions. Such websites may only be used in connection with the Services once they have been reviewed and approved by Moneliq Limited in writing.

5.9 Websites

• (a) The Merchant shall clearly display and maintain on each Website the following information as required by the Card Schemes:
• (i) a complete and accurate description of all goods and services offered for sale;
• (ii) full details of its cancellation, delivery and returns policy;
• (iii) its customer service contact details;
• (iv) the Transaction currency;
• (v) any export or legal restrictions;
• (vi) its data protection, privacy policy and security capabilities;
• (vii) its security method for the transmission of Transaction Data;
• (viii) confirmation that the Cardholder is committing to a Transaction before they select the "pay now" button, with an obvious option to cancel the payment at this point as an alternative to paying the Merchant;
• (ix) the address of its permanent establishment;
• (x) details of any surcharging, without prejudice to Clause 4.1(b)(i) and 18.1(s);
• (xi) details of certain Card types not accepted as required under Clause 5.12(e)and the Merchant Operating Guides; and
• (xii) any other information required by Applicable Laws, the Card Scheme Rules and/or which Moneliq Limited may otherwise instruct the Merchant to display and maintain from time to time.

5.10 Internet Authentication

• (a) Moneliq Limited reserves the right to require the Merchant to undertake Transactions using Internet Authentication programmes. To enable the Merchant to participate in Internet Authentication programmes, Moneliq Limited will register the Merchant as a participant for the programmes the Merchant wishes to participate in and Moneliq Limited may issue the Merchant with security information to enable the Merchant to communicate with the Card Schemes to authenticate Transactions. The Merchant shall keep, and shall ensure that each Authorised User keeps, such security information confidential in accordance with Clause 17 (Use, Provision and Protection of Information).
• (b) In respect of Internet Authentication, the Merchant must:
• (i) comply with all applicable requirements in the Merchant Operating Guides;
• (ii) comply with all Card Scheme Rules relating to Internet Authentication;
• (iii) not tamper with any messages received through the Internet Authentication process or make any attempt to alter the status of any Transaction; and
• (iv) ensure that the Merchant and each person processing Transactions on its behalf are and remain approved by each relevant Card Scheme for participation in Internet Authentication under that Card Scheme.
• (c) If the Merchant accepts Card Transactions bearing the Maestro logo, the Merchant must ensure that the Websites have SecureCode fully installed, approved, tested and operational at all times.

5.11 Mail/Telephone Transactions

• (a) This Clause 5.11 shall apply if the Merchant: (i) has stated on the Application Documentation that it wishes to process Mail/Telephone Transactions and Moneliq Limited has agreed to this; or (ii) sends to Moneliq Limited Mail/Telephone Transactions without Moneliq Limited's written agreement.
• (b) The Merchant shall not request Card details to be submitted by e‐mail or over the internet, and then input Transactions as Card Not Present Transactions into an electronic terminal.
• (c) Whenever presenting payment options to a Cardholder in relation to a Mail/Telephone Transactions, the Merchant must clearly disclose the information detailed in Clause 5.9(a)(i) to 5.9(a)(xii) (inclusive) above, as required by the Card Schemes.
• (d) The Merchant shall comply with all security requirements that Moneliq Limited notifies to it from time to time for Mail/Telephone Transactions.

5.12 Card Scheme Rules

• (a) The Merchant shall comply with all applicable Card Scheme Rules.
• (b) The Merchant acknowledges and agrees that the Card Scheme Rules give the Card Schemes certain rights to require termination or modification of the Agreement and to investigate the Merchant.
• (c) The Merchant acknowledges and agrees that the Card Schemes are the sole and exclusive owners of the Card Scheme Marks, and the Merchant must not contest the ownership of such Card Scheme Marks. The Merchant must not use the Card Scheme Marks except and to the extent permitted by the Card Schemes under the Card Scheme Rules. The Merchant acknowledges and agrees that the Card Schemes may at any time immediately and without any notice prohibit the Merchant from using any or all Card Scheme Marks for any reason. The Merchant has no authority to permit the use of the Card Schemes Marks by any third party. Without limiting the foregoing, the Merchant acknowledges and agrees that 3D Secure™, MasterCard®, SecureCode™ and Verified by Visa™ are all Card Scheme Marks of Visa, MasterCard or other third parties.
• (d) The Merchant is entitled to request that Moneliq Limited presents the Charges and Fees relating to the merchant service charge pricing on a MIF Plus basis, so that such Charges and Fees are broken down into interchange, Card Scheme fees and Service fees invoiced on a monthly basis. If the Merchant request this pricing basis, Moneliq Limited is entitled to charge the Merchant an additional administrative fee as set out in the Charges Schedule.
• (e) The Merchant may decide not to accept certain types of Card relating to a Card Scheme. The Merchant should contact Moneliq Limited for details of which types of Card the Merchant may decide not to accept. The Merchant shall accept all other Cards relating to the relevant Card Schemes as payment for the goods and/or services it provides. If the Merchant decides not to accept certain types of Card in accordance with this Clause 5.12(e), the Merchant shall inform its customers of the Cards it does not accept in a clear and unequivocal manner whenever it presents payment options to Cardholders, including on each Website and before accepting Mail/Telephone Transactions.
• (f) The Card Schemes set thresholds on the number of fraudulent Transactions and number of Chargebacks which are considered to be excessive. Without prejudice to any of Moneliq Limited's other rights under the Agreement, where the Merchant exceeds, or Moneliq Limited suspects the Merchant is going to exceed, any such threshold, Moneliq Limited will ask the Merchant to immediately explain its number of fraudulent Transactions and/or Chargebacks (as applicable) and explain the measures it is taking to reduce these. Moneliq Limited may also instruct the Merchant to take certain measures to reduce its number of fraudulent Transactions and/or Chargebacks (as applicable) and the Merchant shall comply with such instructions;
• (g) Moneliq Limited will report and record the outcome of the Transactions it acquires and processes in the Portal.

6.1 Moneliq Limited may permit the Merchant to process Alternative Payment Scheme Transactions and refunds of the same in connection with the Services. Where this is permitted, the Services provided by Moneliq Limited to the Merchant in connection with any Alternative Payment Scheme shall be in the form of Additional Services which are governed by the applicable Additional Service Conditions and the other parts of the Agreement.

6.2 The Merchant shall only process Alternative Payment Scheme Transactions and related refunds which Moneliq Limited has approved and as are detailed in the Charges Schedule.

6.3 In respect of each Alternative Payment Scheme Transaction and/or refund (as applicable), the Merchant:

• (a) shall comply with the applicable Additional Service Conditions relating to the Additional Services provided by Moneliq Limited to the Merchant in respect of such transaction;
• (b) shall comply with the applicable Alternative Payment Scheme Rules;
• (c) shall ensure that it has, maintains and complies with all Merchant Authorisations required to process such Alternative Payment Scheme Transactions and/or refunds (as applicable) (including those required with and from any Alternative Payment Scheme Facilitator) ;
• (d) whenever requested by Moneliq Limited, promptly provide to Moneliq Limited evidence of its compliance with Clause 6.3(c) above;
• (e) shall immediately notify Moneliq Limited of its breach of Clause 6.3(c) above;
• (f) acknowledges and agrees that Moneliq Limited's settlement obligation in Clause 5.6(a) does not apply to any Alternative Payment Scheme Transactions presented by the Merchant to Moneliq Limited;
• (g) acknowledges and agrees that Moneliq Limited has no obligation to assist the Merchant with any dispute arising from or relating to any Alternative Payment Scheme Transaction or any refund;
• (h) shall ensure that each communication between the Merchant and Account Holder is handled in accordance with Clause 5.2(a) (Transaction Security); and shall comply with all security requirements that Moneliq Limited notifies to the Merchant from time to time for Alternative Payment Scheme Transactions.

6.4 As between the Merchant and Moneliq Limited, the onus shall be on the Merchant to prove to Moneliq Limited's satisfaction that any Alternative Payment Scheme Transaction is authorised by the Account Holder.

6.5 The Merchant shall notify Moneliq Limited in writing without delay of any other websites (other than the Websites specified in the Application Documentation or which Moneliq Limited has otherwise provided its prior written consent to), which are intended to be used for processing Alternative Payment Scheme Transactions. Such websites may only be used in connection with the Services once they have been reviewed and approved by Moneliq Limited in writing.

6.6 Moneliq Limited will report and record the outcome of the Alternative Payment Scheme Transactions processed via the Services in the Portal.

7.1 This Clause 7 shall apply where the Merchant receives the Payment Gateway Service.

7.2 The Payment Gateway Service enables the Merchant to connect to Moneliq Limited's secure network in order for data to be collected by Moneliq Limited so that a Transaction or Alternative Payment Scheme Transaction can be processed.

7.3 In respect of each Alternative Payment Scheme Transaction processed in connection with the Payment Gateway Service, the relevant Transaction Data is submitted by Moneliq Limited on the Merchant's behalf to an Alternative Payment Scheme Facilitator through whom the transaction is processed.

7.4 The Merchant must pay the Charges and Fees (plus VAT, where applicable) relating to the Payment Gateway Service in accordance with these Merchant Terms.

7.5 If the Merchant uses any Third Party in connection with receiving the Payment Gateway Service, the Merchant agrees that:

• (a) if the Third Party delivers Transaction Data to Moneliq Limited, the Third Party will be the Merchant’s agent in the delivery of that Transaction Data to Moneliq Limited; and
• (b) it assumes full responsibility and liability for any failure of that Third Party to comply with Applicable Law, the Card Scheme Rules and the Agreement.

7.6 Moneliq Limited shall not be responsible for any Losses incurred by the Merchant as a result of any error by a Third Party.

8.1 This Clause 8 shall apply where the Merchant receives the Hosted Payment Solution Service.

8.2 The Hosted Payment Solution Service provides an integrated hosted route to the Payment Gateway Service. Under the Hosted Payment Solution Service, Moneliq Limited will host for the Merchant a PCI DSS compliant payment page on Moneliq Limited's servers. The appearance and features of the payment page can be modified to be bespoke as agreed between Moneliq Limited and the Merchant.

8.3 The Merchant must elect which one of the following Hosted Payment Solution Service options ("HPSS Options") it wishes Moneliq Limited to provide:

• (a) Payment Page Redirect where the Cardholder or Account Holder is redirected to Moneliq Limited's (or one of its Affiliate’s) hosted payment page;
• (b) Silent Post where there is transmission of Cardholder Information or Account Holder Information to Moneliq Limited from the Merchant's hosted payment page, in respect of which the Merchant has some exposure to Cardholder Information or Account Holder Information;
• (c) iFrame where there is capture of Cardholder Information or Account Holder Information in Moneliq Limited's (or one of its Affiliate’s) environment.

8.4 In order for Moneliq Limited to provide the elected HPSS Option, the Merchant must use the Hosted Payment Solution Service page API which Moneliq Limited provides or makes available to the Merchant.

8.5 If the Merchant displays or asks Moneliq Limited to display any name, logo, trademark or other intellectual property ("Merchant IP") on or under any of the HPSS Options, the Merchant warrants and represents throughout the term of the Agreement to Moneliq Limited that the:

• (a) Merchant IP is owned by the Merchant, or is licensed or otherwise provided to the Merchant on terms which permit its use on and under the HPSS Options;
• (b) use of the Merchant IP on or under the HPSS Options does not infringe the Intellectual Property Rights (or any other proprietary rights) of any third party; and
• (c) Merchant IP does not contain any content which is unlawful or which is potentially harmful, threatening, abusive, libellous, defamatory, pornographic, obscene, racially or ethnically, or otherwise objectionable.

8.6 The Merchant must pay the Charges and Fees (plus VAT, where applicable) relating to the Hosted Payment Solution Service in accordance with these Merchant Terms.

9.1 This Clause 9 shall apply where the Merchant receives the Recurring Transaction Service.

9.2 The Recurring Transaction Service is the rebilling of recurring Transactions without the use of the CV2 number. The Merchant must have the permission of the Cardholder to perform recurring Transactions.

9.3 In order for the Merchant to use the Recurring Transaction Service:

• (a) Moneliq Limited may require the Merchant to have a recurring MID;
• (b) the Merchant must integrate the correct API for establishing customer profiles and recurring billing schedules; and
• (c) the Merchant must place a recurring Transaction “flag” on each recurring Transaction.

9.4 The Merchant shall send to Moneliq Limited a schedule of billing charges in the form requested by Moneliq Limited including dates, amounts and Cardholder details. Moneliq Limited will set up recurring future (and not retrospective) Transactions for Cardholders using the schedule sent to it by the Merchant. The Merchant is responsible for the accuracy, completeness and currency of the schedule it sends to Moneliq Limited.

9.5 The Merchant must pay the Charges and Fees (plus VAT, where applicable) relating to the Recurring Transaction Service in accordance with these Merchant Terms.

10.1 This Clause 10 shall apply where the Merchant receives the Account Updater Service.

10.2 The Account Updater Service enables merchants who process recurring Transactions using Visa and MasterCard Cards in accordance with the Recurring Transaction Service to ask Moneliq Limited to check on their behalf the validity of debit and credit Card numbers against a central database set up by Visa ("VAU") and MasterCard ("ABU") and updated by acquiring banks.

10.3 To use the Account Updater Service, the Merchant must also use the Recurring Transaction Service.

10.4 The Merchant acknowledges and agrees that the VAU and ABU databases are set up, operated, contributed to and maintained by third parties and, as such, Moneliq Limited is not responsible or liable for the accuracy of any information in the VAU or ABU database nor for the participation or non‐participation of any third party acquiring banks in the updater database programme. The Merchant also acknowledges and agrees that not every type of Card or Card Issuer participates in the updater database programme.

10.5 Merchants who process under the following MCCs cannot use the Account Updater Service: 5962, 5966, 5967, 7995.

10.6 There are three models that the Merchant can choose from (or use consecutively) under the Account Updater Service, including:

• (a) Request file with a clear‐text card number and expiry date;
• (b) Request file with a transaction token (i.e. confirmation number or [NetbanxRefId]); and/or
• (c) Profile payment methods and billings.

10.7 In order for Moneliq Limited to be able to provide the Account Updater Service:

• (a) the Merchant must provide Moneliq Limited with active recurring billing schedules;
• (b) depending on the model(s) the Merchant chooses, the Merchant must upload and send updater files to Moneliq Limited setting out the Cards in respect of which it requires updates, and the Merchant acknowledges and agrees that Moneliq Limited cannot provide the Account Updater Service if it does not fulfil the obligations at (a) and (b) above.

10.8 The Merchant acknowledges and agrees that:

• (a) the provision of the Account Updater Service by Moneliq Limited is subject to Moneliq Limited's receipt of data and information from the Visa and MasterCard Card Schemes and participating Card Issuers in a timely manner and, due to this, Moneliq Limited shall not be responsible or liable to the Merchant or any third party for any failure to provide the whole or any part of the Account Updater Service to the extent that it has been unable to obtain data or information from any said Card Scheme and/or participating Card Issuer;
• (b) the information and any guidance provided by or on behalf of Moneliq Limited to the Merchant in connection with the Account Updater Service has been provided to Moneliq Limited from a third party or combination of third parties and has not been independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made in relation to the information and, subject to Clause 20.3, no responsibility or liability is or will be accepted by Moneliq Limited or any such third party or by any of Moneliq Limited's or any third party's respective officers, employees or agents in relation to the accuracy or completeness of any information or guidance provided by or on behalf of Moneliq Limited in connection with the Account Updater Service or any Losses suffered by the Merchant or any third party arising in connection with it;
• (c) the Account Updater Service is provided by Moneliq Limited to the Merchant for information and internal business purposes only to assist the Merchant in monitoring the validity of certain Cards;
• (d) the information and any guidance provided by or on behalf of Moneliq Limited to the Merchant under the Account Updater Service does not constitute legal or professional advice from Moneliq Limited;
• (e) the information and any guidance provided by or on behalf of Moneliq Limited to the Merchant in connection with the Account Updater Service is prepared and issued to the Merchant solely for the purposes set out in this Clause 10, is confidential, and must not be disclosed to, or used by, or copied in any way by anyone other than the Merchant and/or its Authorised Users.

10.9 The Merchant must not and must ensure that its Authorised Users do not:

• (a) reproduce or distribute any information or guidance provided by or on behalf of Moneliq Limited to the Merchant in connection with the Account Updater Service in a manner inconsistent with this Clause 10 without Moneliq Limited's prior written consent;
• (b) use the Account Updater Service other than in accordance with the terms and conditions of the Agreement.

10.10 The Merchant must provide all reasonable assistance Moneliq Limited may request from time to time in connection with the Account Updater Service.

10.11 If the Merchant or any of its Authorised Users discover anything in any information provided by or on behalf of Moneliq Limited in connection with the Account Updater Service, which the Merchant or its Authorised User (as applicable) knows to be incorrect or inaccurate, it is the Merchant's responsibility to inform Moneliq Limited immediately.

10.12 The Merchant must pay the Charges and Fees (plus VAT, where applicable) relating to the Account Updater Service in accordance with these Merchant Terms.

13.1 Moneliq Limited may, with or without notice:

• (a) delay the date on which it is required to pay the Merchant the amount referred to in Clause 5.6(a) (Settlement) above for a Deferred Settlement Period and settle to the Merchant such amount after the Deferred Settlement Period expires; and/or
• (b) set‐off and reduce any amount which Moneliq Limited owes to the Merchant by any amount which the Merchant owes to Moneliq Limited under the Agreement or otherwise; and/or
• (c) otherwise deduct, retain or withhold any amounts which Moneliq Limited owes to the Merchant; and/or
• (d) require the Merchant to pay an amount to Moneliq Limited to hold as a reserve against any outstanding or future Charges and Fees, Chargebacks, other fees, penalties, surcharges, expenses, adjustments, refunds (including Refunds), returns or liabilities for which the Merchant has or may become liable under the Agreement (“Reserve") and any such Reserve may be formed or increased by Moneliq Limited:
• (i) requiring the Merchant to deposit funds in an amount determined by Moneliq Limited;
• (ii) debiting the Nominated Bank Account in any amount for deposit to the Reserve, subject to Applicable Law; and/or
• (iii) paying settlement funds which Moneliq Limited would otherwise be obliged to pay to the Merchant pursuant to the Agreement into the Reserve, in each case upon the occurrence of any of the circumstances set out in Clause 13.2 below (and in addition to Moneliq Limited's other rights under the Agreement, including its rights in relation to Chargebacks under Clause 5.7).

13.2 The circumstances referred to in Clause 13.1 above are as follows:

• (a) Moneliq Limited suspects that any Transaction is fraudulent or involves other criminal activity;
• (b) to cover any amount which has, or Moneliq Limited reasonably suspects will, become subject to a Chargeback;
• (c) Moneliq Limited suspects that any Transaction is not in the ordinary course of the Business;
• (d) the number and/or size of the Transaction(s) is (or are) significantly greater than expected by reference to the Application Documentation or Merchant Information;
• (e) a Termination Event has occurred, or is likely to occur, regardless of whether Moneliq Limited terminates or suspends the Agreement;
• (f) the aggregate value of the Merchant's Refunds is more than the aggregate value of its Transactions;
• (g) the Merchant exceeds, or Moneliq Limited suspects the Merchant is going to exceed, any of the Card Scheme thresholds referred to in Clause 5.12(f);
• (h) the Merchant has not yet supplied the goods or services referred to in the Transaction Data;
• (i) the Merchant suffers an Insolvency Event or Moneliq Limited reasonably believes that the Merchant will suffer an Insolvency Event;
• (j) the Merchant does not provide the information required under Clauses 17.4(e) (Information about the Merchant) and as a result Moneliq Limited is not able to carry out an appropriate risk assessment;
• (k) the Merchant has become, or Moneliq Limited reasonably believes that the Merchant will become, liable to Moneliq Limited (under the Agreement or otherwise) having taken into account any information the Merchant has given to Moneliq Limited under Clause 17.4 (Information about the Merchant) or otherwise;
• (l) the Merchant fails to maintain its direct debit instructions as required under Clause 4.2 (Nominated Bank Account); and/or
• (m) the Merchant has served notice to terminate the Agreement and/or Moneliq Limited reasonably believes that its potential exposure to Chargebacks or other Losses in connection with the Merchant has increased.

13.3 Moneliq Limited's rights under Clause 13.1 above shall continue until it has satisfied itself that the Merchant no longer has or will incur any liability to Moneliq Limited. No interest shall accrue in respect of any such amount referred to in Clause 13.1.

13.4 The Merchant acknowledges and agrees that it has no legal or beneficial interest in any monies Moneliq Limited would be required to pay if clauses 13.1 and 13.2 above did not apply, or received from the Merchant and held as a reserve.

13.5 Without prejudice to Moneliq Limited's other rights under the Agreement, Moneliq Limited may at any time require the Merchant to give security (including in the form of a Guarantee and/or Reserve and/or otherwise) and/or increase its existing security, in each case in such form as Moneliq Limited reasonably determines, to cover money and liabilities the Merchant owes to Moneliq Limited now or may owe to Moneliq Limited in the future and any Losses which Moneliq Limited may suffer as a result of the Merchant's receipt of the Services and/or where Moneliq Limited reasonably believes that its potential exposure to Chargebacks or other Losses in connection with the Merchant has increased. Such security shall cover the Merchant's actual and/or potential liabilities to Moneliq Limited in connection with the Agreement (in such amounts as reasonably determined by Moneliq Limited). The Merchant must comply with any such request and execute such documents as are necessary to grant such security, in all instances within the timescale specified in Moneliq Limited's request. The Merchant shall have no ability to withdraw any amounts from any form of security provided to or obtained by Moneliq Limited in connection with this Agreement, unless and until Moneliq Limited consents to this writing.

13.6 In respect of the funds held in any Reserve, Moneliq Limited may, without notice to the Merchant, apply any or all such funds to:

• (a) recover any outstanding or future Charges and Fees, Chargebacks, and/or other fees, penalties, surcharges, expenses, adjustments, refunds (including Refunds) or returns for which the Merchant has become liable under the Agreement;
• (b) withdraw any amounts that Moneliq Limited might otherwise withdraw from the Nominated Bank Account;
• (c) exercise Moneliq Limited's rights of set‐off against such funds; and/or
• (d) a Competent Authority or Card Scheme as necessary to comply with Applicable Law or the Card Scheme Rules.

13.7 Funds held in a Reserve and not otherwise withdrawn or applied by Moneliq Limited will remain in the Reserve until the Agreement has been terminated or the Merchant has fulfilled all of its obligations and discharged all of its liabilities hereunder (whichever is the later), following which event any amounts then held in the Reserve will be transferred to the Merchant, subject to the terms and conditions of the Agreement, Applicable Law, and the Card Scheme Rules.

13.8 If the amount in the Nominated Bank Account and/or any Reserve is not adequate to pay in full all amounts owed by the Merchant under the Agreement, the Merchant shall immediately pay to Moneliq Limited on demand the amount then due, together with interest, costs (including reasonable legal costs) and expenses incurred by Moneliq Limited in collecting the sum due. Notwithstanding the above, if the Merchant suffers an Insolvency Event, all right, title and interest in and to the Reserve will continue to be vested exclusively in Moneliq Limited.

14.1 The Merchant shall maintain true and accurate records in accordance with Applicable Law and to enable Moneliq Limited to check the Merchant's compliance with the terms of the Agreement. Such records shall be maintained for the longer of:

• (a) the period prescribed by Applicable Law for the retention of such records; or
• (b) the term of the Agreement and for a minimum of seven years after termination of the Agreement.

14.2 The Merchant must keep all information retained by the Merchant or submitted to Moneliq Limited which relates to Transactions and, where relevant, Refunds and Alternative Payment Scheme Transactions (and refunds) safe and secure and ensure that such information is complete, not lost or damaged and can be reconstituted in a complete and easily readable form. It is the Merchant's responsibility to ensure that all such information can be reconstituted, and Moneliq Limited shall not in any circumstances be liable in respect of the face value of any such information or the costs of reconstituting such information or for any other Losses arising from the Merchant's failure to reconstitute such information.

14.3 The Merchant will retain and produce on demand the "Merchant Copy" of the receipt for each Transaction and Alternative Payment Scheme Transaction for seven (7) years following the date of completion of the relevant Transaction or Alternative Payment Scheme Transaction (as applicable) (or such longer period as the Card Scheme Rules or Applicable Law or Alternative Payment Scheme Rules may require). Without prejudice to the Merchant's obligations in respect of Data Protection Legislation under the Agreement or otherwise, all such receipts (whether electronic or paper) must at all times be kept in a secure manner in accordance with the PCI DSS.

14.4 In order to improve security, Moneliq Limited may from time to time notify the Merchant not to keep certain details relating to Cards or Cardholders or Accounts or Account Holders or Transactions or Alternative Payment Scheme Transactions or Transaction Data. The Merchant shall comply with the requirements of any such notice provided to the Merchant by Moneliq Limited.

15.1 The Merchant shall comply, and shall ensure that each person acting on its behalf complies, with all Applicable Law.

15.2 The Merchant shall obtain and maintain all Merchant Authorisations required by Applicable Law to offer its goods and/or services (as applicable) and perform them and carry on the Business, and the Merchant shall comply with any condition, restriction or limitation imposed by such Merchant Authorisations and shall, if Moneliq Limited requests, promptly provide Moneliq Limited with:

• (a) a copy of each Merchant Authorisation and evidence that it continues to be valid;
• (b) evidence that the Business and the goods and/or services (as applicable) that the Merchant offers comply with Applicable Law and/or Merchant Authorisation;

15.3 If a Merchant Authorisation is withdrawn or has not been obtained for individual countries targeted by the Merchant, if the relevant goods and/or service (as applicable) is or are prohibited in general and/or if the Merchant is not aware of the applicable legal requirements and constraints, the Merchant shall notify Moneliq Limited immediately. Moneliq Limited shall not be obliged to provide any Services to the Merchant to the extent that the Merchant does not, at any time, hold a necessary Merchant Authorisation for the Business and/or the goods and/or services (as applicable) that the Merchant offers.

16.1 Moneliq Limited, or its licensors, are the owners or licensee of all Intellectual Property Rights in and to the Services and all products, devices, software, APIs and components used in the provision of the Services including all documentation (including Promotional Signs) in relation to the foregoing (”Proprietary Information”).

16.2 Moneliq Limited grants to the Merchant and each of its Authorised Users a non‐exclusive, non‐transferable, non‐sublicensable, revocable, limited right to access and use the Proprietary Information solely in accordance with the terms and conditions of the Agreement for the sole purpose of receiving Services from Moneliq Limited and in accordance with any additional terms, conditions and/or restrictions which Moneliq Limited includes in the Merchant Operating Guides or otherwise notifies to the Merchant from time to time.

16.3 The Merchant is solely responsible for the installation, servicing, maintenance, security and operation of any hardware, software, equipment, systems and Website(s) required to access and use the Proprietary Information. Even though Moneliq Limited has provided consultancy or software modules to the Merchant for the integration of the Website(s) or other electronic systems to the Services, Moneliq Limited shall not be responsible for the correctness of the said consultancy and/or software.

16.4 The Merchant shall not, and shall ensure that its Authorised Users do not, transfer any right granted in Clause 16.2 above to any other person.

16.5 The Merchant acknowledges and agrees that the Merchant and its Authorised Users have no proprietary rights to the whole or any part of any Intellectual Property Rights of Moneliq Limited or Proprietary Information and that all past, present and future rights, title and interest in the Intellectual Property Rights of Moneliq Limited and Proprietary Information will remain with Moneliq Limited or its licensors and accrue to the benefit of Moneliq Limited or its applicable licensors or any other person which Moneliq Limited tells the Merchant about.

16.6 Moneliq Limited reserves the right to change or amend the whole or any part of the Proprietary Information at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Proprietary Information. Once a new version of any Proprietary Information has been created, Moneliq Limited will not support the previous version unless it agrees otherwise in writing with the Merchant and it will be the Merchant's responsibility to ensure that its hardware, software, equipment, systems and Website(s) are compatible with any new Proprietary Information.

16.7 Neither the Agreement nor any licence granted under the Agreement shall be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in or to the Services or the Proprietary Information to the Merchant or any other person.

16.8 The Merchant and its Authorised Users shall not (and shall not permit or enable any third party to):

• (a) reproduce, copy, adapt, reverse engineer, decompile, disassemble, modify or distribute any Proprietary Information unless expressly authorised under the terms of the Agreement and/or with the prior written consent of Moneliq Limited except to the extent required to do so by Applicable Law; or
• (b) sell, resell, assign, license, lease, rent, loan, lend, transmit, network or otherwise distribute or transfer rights to the Services or the Proprietary Information in any manner to any other person, or embed any part of the software forming part of the Proprietary Information into any other product or software, without the prior written consent of Moneliq Limited.

16.9 The Merchant acknowledges and agrees that:

• (a) the Services and Proprietary Information are the valuable property of Moneliq Limited and shall be treated as Confidential Information;
• (b) any goodwill or reputation for the Services and/or Proprietary Information generated by the Merchant's performance under the Agreement will belong to Moneliq Limited or its licensors and upon termination of the Agreement for whatever reason the Merchant shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.

16.10 The Merchant undertakes that it and its Authorised Users shall:

• (a) not use Moneliq Limited's (or any of its licensors’) Intellectual Property Rights, the Proprietary Information or Services in any way which would or is likely to bring the reputation of Moneliq Limited (or any of its licensors'), or the reputation of any of Moneliq Limited's Affiliates or the Card Schemes or the Alternative Payment Schemes, into disrepute;
• (b) not cause or permit anything which may damage or endanger Moneliq Limited's (or any of its licensors’) Intellectual Property Rights, the Proprietary Information or Moneliq Limited (or any of its licensors’) title to them or assist or allow others to do so;
• (c) notify Moneliq Limited promptly of any actual, threatened or suspected infringement of Moneliq Limited (or any of its licensors’) Intellectual Property Rights and/or the Proprietary Information;
• (d) notify Moneliq Limited without delay of any claim by any third party that the whole or any part of the Services infringe any Intellectual Property Rights of any third party; and
• (e) take such reasonable action as Moneliq Limited may direct in relation to any actual or alleged infringement referred to in Clause 16.10(d) above.

16.11 The Merchant acknowledges and agrees that Moneliq Limited, its Affiliates and/or its licensors own the names, images and logos identifying Moneliq Limited or them. The Merchant may not use such names, images or logos without prior written permission.

17.1 Information Security and Audit

• (a) The Merchant must (and acknowledges and agrees that it is the Merchant's sole and exclusive responsibility to) comply, and undertakes to maintain compliance, with the PCI DSS certification as provided by the Merchant in the Application Documentation and Visa “Account Information Security Programme” and the MasterCard “Site Data Protection Programme” and any changes to those standards and programmes which may occur from time to time. Without prejudice to Moneliq Limited's obligations in respect of maintaining its own PCI DSS compliance in relation to the Payment Gateway Service, the Merchant acknowledges and agrees that it shall not rely on Moneliq Limited's or any of its Affiliate’s compliance with PCI DSS in order to satisfy the Merchant's own PCI DSS obligations.
• (b) Upon written request by Moneliq Limited, the Merchant shall promptly provide to Moneliq Limited (in such form and method as Moneliq Limited may prescribe) a certificate issued by a Qualified Security Assessor (as defined in the PCI DSS) confirming that the Merchant meets and has maintained the PCI DSS.
• (c) The Merchant shall be responsible for, and shall meet, all costs associated with achieving and maintaining on going compliance with the PCI DSS.
• (d) The Merchant shall procure that all Third Parties are compliant with the PCI DSS.
• (e) The Merchant shall cooperate with any investigation, inspection and/or audit of its business by Moneliq Limited or any Auditing Party:
• (i) in respect of the Merchant's compliance with the Agreement, Applicable Law, the Card Scheme Rules and/or Alternative Payment Scheme Rules; and/or
• (ii) in respect of Moneliq Limited's on‐going risk management processes and procedures; and/or
• (iii) if Moneliq Limited is required to carry out an investigation, inspection and/or audit under Applicable Law and/or by a Card Scheme and/or by an Alternative Payment Scheme.
• (f) The Merchant's cooperation with any investigation, inspection and/or audit under Clause 17.1(e) above shall include the Merchant giving access to its business locations (including the Business locations) in order to inspect facilities, equipment, records, data and systems relevant to the Agreement for the purposes of carrying out such an investigation, inspection and/or audit (as applicable). Any investigation, inspection and/or audit under this Clause 17 shall not mean that Moneliq Limited or any other person has approved or endorsed the Merchant's systems or security measures and the Merchant shall not state or imply otherwise.
• (g) The Merchant shall ensure that manipulations of data entries in relation to payments and customer data are not possible in its Business operations; in particular that improper use of devices by its staff or unauthorised persons is not possible through the provision and maintenance of appropriate security procedures, methodologies and protocols.
• (h) Without prejudice to any of the Merchant's other obligations and Moneliq Limited's rights under the Agreement, the Merchant shall ensure on each occasion on which it or any of its Authorised Users use the Services that:
• (i) the Merchant's and each of its Authorised User's method of internet access is secure and their systems are free from any virus which may adversely affect Moneliq Limited's systems or Services or otherwise compromise the security requirements and/or the Merchant's obligations in the Agreement and that the Merchant and each of its Authorised Users comply with all security procedures in the Merchant Operating Guides;
• (ii) the data sent to Moneliq Limited by or on behalf of the Merchant contains no Destructive Code; and
• (iii) the Merchant shall immediately notify Moneliq Limited on becoming aware that any Destructive Code is contained in, or affects, any data sent to Moneliq Limited by or on behalf of the Merchant and thereafter take all reasonable steps to remedy the problem at the Merchant's own cost.
• (i) The Merchant must inform Moneliq Limited immediately if any such information relating to Cards or Cardholders or Accounts or Account Holders or Transactions or Alternative Payment Scheme Transactions or Transaction Data is subject to a Data Compromise. If the Merchant has notified Moneliq Limited of a Data Compromise or Moneliq Limited reasonably suspects the Merchant has suffered a Data Compromise, Moneliq Limited may require the Merchant to instruct, at the Merchant's own cost, an industry approved forensic investigator to examine its systems and security measures and provide all information reasonably necessary for Moneliq Limited to assess the impact of the Data Compromise. The Merchant shall comply with any recommendations the industry approved forensic investigator makes to improve its security measures.

17.2 Data Protection

• (a) Each party acknowledges its respective duties under Data Protection Legislation, and hereby undertakes to comply with its obligations and duties under Data Protection Legislation and shall give all reasonable assistance to the other party where appropriate or necessary to comply with any obligations arising under Data Protection Legislation which are applicable to the Agreement. Further, The Merchant explicitly consents to Moneliq Limited accessing, processing, and retaining any information provided by or on behalf of the Merchant to Moneliq Limited, for the purposes of providing payment services (including the Services) to the Merchant. This does not affect Moneliq Limited's respective rights and obligations under Data Protection Legislation. Moneliq Limited may retain such data for as long as is necessary to comply with Applicable Law, the Card Scheme Rules, or where Moneliq Limited has other lawful grounds to do so, such as where Moneliq Limited is legally required to keep records of transactions.
• (b) In processing any Personal Data under this Agreement, each party shall comply with Data Protection Legislation and shall in particular implement appropriate technical and organisational measures to safeguard Personal Data against unauthorised processing (including unauthorised access, use or disclosure) or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data.
• (c) The Merchant acknowledges and agrees that Moneliq Limited will be a Data Controller in its own right in relation to Transaction Personal Data and other Personal Data requested and collected by Moneliq Limited under this Agreement including but not limited to:
• (i) Provision of Services by Moneliq Limited to the Merchant;
• (ii) Conducting fraud monitoring, prevention, detection and prosecution;
• (iii) Conducting anti‐money laundering, financial crime and other screening checks;
• (iv) Complying with any rule, regulation or law imposed upon it;
• (v) to assess and/or mitigate financial, information security, sector, credit and insurance risks arising in connection with this Agreement;
• (vi) to manage the client relationship with the Merchant and related obligations under this Agreement, including the recovery of debt or in relation to the Merchant’s insolvency;
• (vii) making periodic searches of, and provide information about the Merchant to credit reference and fraud prevention agencies, and Moneliq Limited's Affiliates and agents; and
• (viii) reporting the Merchant's business name and the name of the Merchant's principals to the VMAS™ and MATCH™ listings pursuant to the Card Scheme Rules if Moneliq Limited is so required.
• (d) Moneliq Limited may disclose Personal Data to third parties as described in the Privacy Notice. This includes where required to provide the Services, to comply with Applicable Law, Card Scheme Rules and Alternative Payment Scheme Rules and to control and/or assess risk arising under the Agreement including where arising from the non‐payment of the Charges and Fees by appointing debt collection agencies.
• (e) In the event either party becomes aware of an actual or suspected breach to the security, confidentiality or integrity of the Personal Data of the other party when those data are being processed both parties agree to notify the other affected party without undue delay of identification of the breach and to consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Legislation.

17.3 Confidentiality

• (a) Each party agrees to keep confidential the Confidential Information of the other party and, except as otherwise specified in the Agreement, shall not disclose or use the Confidential Information other than to carry out its respective obligations under the Agreement, to exercise its respective rights under the Agreement or for the provision of the Services.
• (b) The Merchant acknowledges and agrees that Moneliq Limited may disclose information about the Merchant's business (including the Business) to the police, the Card Schemes, Alternative Payment Schemes, Alternative Payment Scheme Facilitators, supervisory authorities, or any other investigating body or agency for use in the prevention or detection of fraud or other criminal activity, to any credit reference agency which Moneliq Limited uses as a source of information, to Moneliq Limited's Affiliates and to any person which Moneliq Limited has transferred any of its rights and/or obligations to under the Agreement.
• (c) The obligations of confidentiality under this Clause 17.3 are subject to Applicable Law and the Card Scheme Rules. If any Confidential Information must be disclosed by Applicable Law or pursuant to an order of any court of competent jurisdiction or in response to a valid, legally compliant request by a government or regulatory body or Card Scheme or Alternative Payment Scheme, then, to the extent it is permitted to do so by Applicable Law, the receiving party shall give reasonable notice of such disclosure to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance by the receiving party with this Clause 17.3 (Confidentiality). If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of the Agreement relating to the confidentiality and non‐disclosure of the Confidential Information, the receiving party may furnish only that portion of the Confidential Information which, in the opinion of its legal counsel, it is legally required to disclose, and in such case the receiving party shall exercise reasonable commercial efforts to obtain assurance that the Confidential Information to be disclosed is accorded appropriate confidential treatment.
• (d) Each party shall make all relevant employees, agents and sub‐contractors aware of the confidential nature of the Confidential Information and the provisions of this Clause 17.3 (Confidentiality) and shall take all such steps as shall from time to time be necessary to ensure compliance by its respective employees, agents and sub‐contractors with the provisions of this Clause 17.3 (Confidentiality).
• (e) The Merchant shall not make or send a public announcement, communication or circular concerning the Agreement or Moneliq Limited's business without Moneliq Limited's prior written consent.
• (f) The parties agree that, in the event of a breach of this Clause 17.3 (Confidentiality), contractual damages will not be a sufficient remedy and either party shall be entitled to seek injunctive remedy in respect of such breach.
• (g) The Merchant permits Moneliq Limited and Moneliq Limited's Affiliates to:
• (i) make and/or send a public announcement, communication or circular concerning the Agreement; and
• (ii) display the Merchant's name and logo in Moneliq Limited's, its Affiliates’ and their respective sub‐ contractors’ marketing materials.

17.4 Information about the Merchant

• (a) Upon written request from Moneliq Limited, the Merchant shall provide Moneliq Limited with financial and other information about the Merchant and its business (including the Business) as Moneliq Limited reasonably requests to assist with Moneliq Limited's continuing evaluation of the financial and credit status of the Merchant and in order for Moneliq Limited to assess the Merchant's security procedures and to comply with Applicable Law including in respect of anti‐money laundering, anti‐bribery, terrorism and tax. Merchant Information may include the financial accounts (including any relevant management and/or interim and/or annual audited accounts) of the Merchant and any other information Moneliq Limited believes may help it to assess any risks to Moneliq Limited.
• (b) The Merchant must notify Moneliq Limited immediately in writing if there is a change in the information supplied in the Application Documentation and/or in the Merchant Information, giving full details of such change and any supporting documentation reasonably requested by Moneliq Limited.
• (c) The Merchant must notify Moneliq Limited immediately in writing of any changes in the circumstances affecting the Merchant's business (including the Business) including any actual or impending:
• (i) Insolvency Event in respect of the Merchant;
• (ii) change of control in the Merchant or its parent company;
• (iii) change in the Merchant's trading terms, directors, other officers, business or trading name, legal status, business or trading address or in any of its other details that the Merchant has provided to Moneliq Limited;
• (iv) sale or other disposal of all or any material part of the Merchant's assets which may result in a material adverse change to the Merchant's business (including the Business); and
• (v) any change or intended change to the nature of the Merchant's Business.
• (d) As part of the application administration process and as part of Moneliq Limited's on‐going risk management process, the Application Documentation and Merchant Information and Websites, where applicable, shall be subject to review by Moneliq Limited using where relevant the specifications of the Card Schemes, the Alternative Payment Scheme Facilitators (as applicable to the Agreement), the Financial Conduct Authority and any other applicable regulatory authority.
• (e) The specifications for Application Documentation, documents, or review criteria for receipt of the Services may change from time to time. Upon Moneliq Limited's request, the Merchant shall promptly provide such additional information about the organisation of its business (including the Business) including security procedures, to the extent that such information is reasonably required by Moneliq Limited or a Card Scheme or an Alternative Payment Scheme Facilitator (as applicable to the Agreement).

17.5 Portal and Passwords

• (a) The Portal provides the Merchant and its Authorised Users with the option during the set‐up process to configure certain elements and disable certain functions to meet the Merchant's requirements. The Merchant acknowledges and agrees that it is the Merchant's responsibility to ensure that any configuration by the Merchant, any of its Authorised Users or any third party on behalf of the Merchant is:
• (i) compliant with Applicable Laws and Card Scheme Rules and applicable Alternative Payment Scheme Rules;
• (ii) in accordance with the Merchant Operating Guides and any other instructions Moneliq Limited provides to the Merchant from time to time;
• (iii) appropriate for the Merchant's business (including the Business); and
• (iv) compliant with the Merchant's separate Agreements with each of its Alternative Payment Scheme Facilitators.
• (b) Subject to Clause 20.3, Moneliq Limited shall have no liability for any Losses incurred by the Merchant or any of its Authorised Users or any third party as a result of any configuration of the Portal by the Merchant or any person acting on its behalf.
• (c) The Merchant acknowledges and agrees that data and information shown in the Portal may not be displayed in real time. Moneliq Limited will use all reasonable endeavours to ensure that data and information shown in the Portal relating to the Transactions and Alternative Payment Scheme Transactions is accurate, complete and up to date but does not guarantee that this will always be the case.
• (d) The Merchant and its Authorised Users shall only access the Portal using hardware and software which Moneliq Limited has notified to the Merchant. The Merchant shall not, and shall ensure all persons acting on its behalf do not, access the Portal via any other form of hardware device or software.
• (e) Access to the Portal shall be restricted to the Authorised User(s) who have been registered by the Merchant to access the Portal in accordance with the Merchant Operating Guides. Moneliq Limited will register such Authorised Users as the Merchant may nominate from time to time, subject to any restrictions Moneliq Limited may impose. It is the Merchant's responsibility to ensure that the level of access given to each of its Authorised Users is appropriate for the Merchant's business (including the Business).
• (f) The Merchant shall keep, and shall ensure that each Authorised User keeps, each user name and Password relating to the Portal or any other element of the Services secure and confidential at all times. The Merchant shall not, and shall ensure that each Authorised User does not, disclose those details to a third party (including employees, agents and sub‐contractors who are not Authorised Users). Should the Merchant require access to the Portal for third parties acting on its behalf (including employees, agents and sub‐contractors who are not Authorised Users), the Merchant shall make individual requests to Moneliq Limited in accordance with the Merchant Operating Guides.
• (g) The Merchant is responsible for keeping Moneliq Limited informed of any changes to its Authorised Users. If Moneliq Limited determines that any Authorised User should no longer have access to the Portal, the Merchant shall notify Moneliq Limited immediately.
• (h) The Merchant acknowledges and agrees that each Authorised User acts solely as the Merchant's agent and that the acts and omissions of each Authorised User shall be deemed to be ratified by the Merchant as its own acts and omissions. The Merchant is responsible for any Losses Moneliq Limited suffers or incurs in connection with any act or omission of any Authorised User and any other person acting on behalf of the Merchant.
• (i) In the event that any user name or Password is lost, stolen, copied or otherwise disclosed or accessed by a third party without the permission of the Merchant, it shall immediately notify Moneliq Limited.
• (j) Moneliq Limited shall withdraw a username and/or Password and allocate a new username and/or Password (as applicable) where it has reason to believe a username or Password has been discovered and/or used by a person without the knowledge, consent or permission, express or implied, of the Merchant, and on such other occasion as Moneliq Limited deems necessary in its reasonable opinion.
• (k) Moneliq Limited shall change a username and/or Password where the Merchant requests Moneliq Limited to do so.
• (l) Moneliq Limited reserves the right to withdraw any username(s) and/or Password(s):
• (i) where it has reason to believe such username or Password (as applicable) has been used by a person without the Merchant's knowledge, consent or permission, express or implied;
• (ii) as Moneliq Limited deems necessary in its reasonable opinion in order for Moneliq Limited to comply with Applicable Law or Card Scheme Rules;
• (iii) if Moneliq Limited has reasonable grounds for believing that the Merchant has not complied or is not complying with the Agreement; or
• (iv) if the Agreement or any part hereof is terminated or suspended for any reason.

18.1 Throughout the term of the Agreement, the Merchant represents and warrants to Moneliq Limited that:

• (a) all information provided to Moneliq Limited by or on behalf of the Merchant in the Application Documentation, the Merchant Information or otherwise in connection with the Agreement is true, accurate and complete as of the date originally given, properly reflects the Business, financial condition and principal partners, owners, or officers of the Merchant, and no information has been withheld by the Merchant which may have affected Moneliq Limited's decision to enter into the Agreement with the Merchant and that all changes to such information have been properly notified to Moneliq Limited in accordance with the requirements of the Agreement;
• (b) there is no action, suit, or proceeding pending, or to the Merchant's knowledge, threatened which if decided adversely would impair the Merchant's ability to carry on the Business substantially as now conducted or which would adversely affect the financial condition or operations of the Merchant;
• (c) the Merchant has never been placed on the VMAS™ or MATCH™ systems, or, if the Merchant has, it has disclosed that fact to Moneliq Limited in writing;
• (d) the Merchant is obtaining and using the Services for legitimate business purposes only and to facilitate lawful business transactions between the Merchant and its customers;
• (e) the Business and the manner in which the Merchant conducts it complies with all Applicable Law in all jurisdictions in which the Merchant operates;
• (f) the Merchant is duly qualified, licensed and has all Merchant Authorisations required to do business (including the Business) in all jurisdictions in which the Merchant operates;
• (g) the Nominated Bank Account is being used for lawful business purposes only;
• (h) the Merchant is a body corporate, private limited company, public limited company, partnership, sole trader, unincorporated association, registered charity, or other entity or concern, validly existing in the UK or in such other jurisdiction as shall have been approved by Moneliq Limited in writing;
• (i) the Merchant and the person signing the Agreement on its behalf have the power to execute and perform the Agreement and the person executing the Agreement and each Authorised User is duly authorised to bind the Merchant to all provisions of the Agreement;
• (j) the execution and/or performance of the Agreement by the Merchant will not violate any Applicable Law or Card Scheme Rules or Alternative Payment Scheme Rules or any of the Merchant Authorisations, or conflict with any other agreement to which the Merchant is subject;
• (k) neither the Merchant nor any employee of it has been convicted of any offence involving bribery or corruption, nor has been the subject or any investigation, enquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with bribery or corruption;
• (l) this is not a consumer credit agreement for purposes of the Consumer Credit Act or the Consumer Rights Act, and the Merchant is not a consumer for purposes of any other consumer protection laws;
• (m) it will perform its obligations under the Agreement using reasonable care and skill and at its own expense;
• (n) it will comply with (and procure that its agents and subcontractors comply with) and assist Moneliq Limited in complying with the Card Scheme Rules, Alternative Payment Scheme Rules and any instructions issued by Moneliq Limited to comply with the same;
• (o) no Data Compromise Event has occurred before and remains unresolved;
• (p) the presentation of the Transaction Data to Moneliq Limited is confirmation that the Merchant's goods and/or services offered have or will be supplied in accordance with the contract terms, express or implied, between the Merchant and the relevant Cardholder or Account Holder;
• (q) all statements contained in the Transaction Data sent to Moneliq Limited are true, accurate and complete;
• (r) when Transaction Data is sent to Moneliq Limited, the Merchant has not breached any obligations it has to the relevant Cardholder or Account Holder;
• (s) if the Merchant imposes a surcharge on the Transaction, that surcharge is lawfully permitted, that the amount of the surcharge imposed by the Merchant bears a reasonable relationship to its cost of accepting the Transaction and that the Merchant has disclosed all necessary information regarding the surcharge to the Cardholder, in each case in accordance with the Card Scheme Rules and Applicable Law.

18.2 Moneliq Limited warrants that it will perform the Services using reasonable care and skill.

18.3 Subject to Clauses 18.1 and 20.3, all conditions, terms, undertakings, warranties and representations, expressed or implied by: (a) statute; (b) common law; or (c) otherwise, in relation to the Services and/or Proprietary Information, including, any implied conditions, terms, undertakings, warranties or representations as to satisfactory quality, fitness for purpose, compliance with any particular requirements or otherwise, are excluded.

18.4 Subject to Clause 20.3, no oral or written information or advice given by Moneliq Limited or its agents or licensees shall create a warranty or give rise to any other liability other than as provided for in the Agreement.

19.1 The Merchant hereby indemnifies Moneliq Limited against any and all Losses (including in respect of third party Claims) which Moneliq Limited incurs arising from, relating to, or in connection with:

• (a) the Merchant's breach of the Agreement or Applicable Law;
• (b) any Transaction Chargeback or any other dealing between the Merchant and any Cardholder;
• (c) any Alternative Payment Scheme Transaction or other dealing between the Merchant and any Account Holder;
• (d) any fee, fine, penalty or charge levied by a Card Scheme and/or an Alternative Payment Scheme Facilitator against Moneliq Limited due to any act or omission by the Merchant or any person acting on behalf of the Merchant or which otherwise relates to Moneliq Limited's relationship with the Merchant including in respect of a Transaction and/or an Alternative Payment Scheme Transaction and/or the provision of the Services to the Merchant and/or due to Moneliq Limited reporting the Merchant to VMAS™ and/or MATCH™;
• (e) any action in respect of Moneliq Limited recovering any sums due under the Agreement;
• (f) any use of Moneliq Limited (or any of its licensors') Intellectual Property Rights or Proprietary Information otherwise than in accordance with the terms and conditions of the Agreement;
• (g) any fraud on the part of the Merchant or any person acting on its behalf;
• (h) any third party investigation, inspection and/or audit referred to in Clause 17.1 which is imposed on, or required of, Moneliq Limited due to the Merchant's breach of the Agreement, Applicable Law, the Card Scheme Rules and/or Alternative Payment Scheme Rules.

19.2 Without prejudice to the indemnities set out in these Merchant Terms, the Merchant acknowledges and agrees that Moneliq Limited shall have complete discretion to accept, dispute, compromise or otherwise deal with any Claim made against Moneliq Limited arising out of a Transaction or Alternative Payment Scheme Transaction accepted by the Merchant, and the decision of Moneliq Limited will be binding on the Merchant.

20.1 Subject to Clause 20.3, Moneliq Limited's maximum aggregate liability:

• (a) for any Losses caused by Moneliq Limited or any person acting on its behalf arising under or in connection with the Agreement (howsoever arising, whether in contract, tort (including in negligence) or otherwise) shall not exceed the amount of Charges and Fees (excluding VAT and less interchange fees, assessment fees and those Charges and Fees listed in Clause 3.2) received by Moneliq Limited pursuant to the Agreement in the 12 month period immediately preceding the date of the event giving rise to the claim (save in respect of failure by Moneliq Limited to process a Transaction or Alternative Payment Scheme Transaction in which case the limit set out in Clause 20.1(b) below shall apply); or
• (b) arising from the failure by Moneliq Limited or any person acting on its behalf to process a Transaction or Alternative Payment Scheme Transaction in accordance with the Agreement is limited to the cost of reprocessing such Transaction or Alternative Payment Scheme Transaction (as applicable).

20.2 Subject to Clause 20.3, Moneliq Limited shall not have any liability to the Merchant in any circumstances for any Losses caused by Moneliq Limited or any person acting on its behalf arising out of or in connection with the Agreement, whether foreseeable or not, which:

• (a) are special, indirect or consequential loss or damage of any nature whatsoever; or
• (b) constitute any loss of profit, business, reputation, goodwill, opportunity, revenue, anticipated savings or damage to data (including personal data) and, in each case, regardless of whether such losses are direct, special, indirect or consequential; or
• (c) arise from the acts or omissions of any third party, including any third party merchant acquirer, Alternative Payment Scheme Facilitator, telecom or internet service providers or other person which is not acting on behalf of Moneliq Limited as its employee, representative, agent or sub‐contractor of Moneliq Limited in connection with the Services.

20.3 Nothing in the Agreement shall exclude or limit either party's liability for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under Applicable Law.

20.4 If two or more persons are shown as the Merchant in the Application Documentation, each of such persons is liable to Moneliq Limited individually as well as jointly, and if such persons are a partnership then any act or omission of any one partner shall be deemed to be an act or omission of all the partners.

21.1 The Agreement became effective upon the date the Application Documentation was signed by Moneliq Limited or, where the Application Documentation was submitted via an online application process, the date on which Moneliq Limited notified the Merchant the application was accepted (the “Commencement Date”), which shall in all instances be on or after the date on which the Application Documentation was signed by or on behalf of the Merchant.

21.2 Termination by Moneliq Limited

Subject to earlier termination for breach in accordance with the terms of the Agreement, Moneliq Limited may terminate the whole or any part of the Agreement by giving not less than ninety (90) calendar days’ written notice to the Merchant with such notice expiring on or before the end of the Initial Term or relevant Renewed Term (as applicable).

21.3 Termination by the Merchant

• (a) After the expiry of the first twelve (12) months from the Commencement Date (the “Initial Term”), the Agreement shall, subject to earlier termination in accordance with the terms of the Agreement, automatically renew each year on the anniversary of the Commencement Date for a minimum period of one (1) year (each a “Renewed Term”). The Merchant may terminate the Agreement with effect from the end of the Initial Term or a Renewed Term by giving Moneliq Limited not less than ninety (90) calendar days’ prior written notice.
• (b) The Merchant may terminate the Agreement before the end of the Initial Term by giving Moneliq Limited not less than ninety (90) calendar days' prior written notice, provided that if the termination notice expires before the anniversary of the Commencement Date, the Merchant shall pay the Early Termination Fee to Moneliq Limited. The Merchant acknowledges and agrees that the Early Termination Fee is an administrative charge only, payment and acceptance of which shall not amount to a waiver of any damages, compensation or other Charges and Fees due to Moneliq Limited as a result of the termination of the Agreement.

21.4 If Moneliq Limited terminates part of the Agreement, the Merchant shall be entitled to terminate the Agreement by giving Moneliq Limited written notice, provided that:

• (a) the Merchant's notice to terminate the Agreement is served on Moneliq Limited no later than thirty (30) calendar days’ after service of Moneliq Limited's related notice under which it terminates part of the Agreement; and
• (b) the Merchant's right of termination in this Clause 21.4 shall not apply if Moneliq Limited is terminating part of the Agreement due to the Merchant's breach of the Agreement.

21.5 The Merchant may terminate:

• (a) an Additional Service in accordance with the Additional Service Conditions relating to that Additional Service; and/or
• (b) the Account Updater Service, Fraud Screening Service, Hosted Payment Solution Service, Payment Gateway Service and/or Recurring Transaction Service
• in each case where applicable to the Merchant, by serving no less than ninety (90) days' prior written notice on Moneliq Limited.

21.6 Termination by the Merchant in accordance with Clause 21.5 above is the only circumstance in which the Merchant may terminate part of the Agreement.

22.1 Either party may suspend the provision of the whole or any part of the Services and either party may terminate the Agreement at any time with immediate effect by written notice to the other party if:

• (a) the other party is in material breach of the Agreement and, if the breach is capable of remedy, that party has not remedied such breach within three (3) Business Days of service of a written notice requesting that the breach is remedied or if the breach is not deemed capable of remedy by the terminating party, with immediate effect; or
• (b) an Insolvency Event occurs to the other party.

22.2 Moneliq Limited may suspend the provision of the whole or any part of the Services and/or terminate the whole or any part of the Agreement at any time with immediate effect by giving the Merchant written notice if:

• (a) the Merchant is a partnership and the partnership ends;
• (b) the Merchant is an individual sole trader and dies (in which case notice will be sent to the Merchant's personal representatives);
• (c) the Merchant changes the Nominated Bank Account or fails to maintain a direct debit mandate other than as permitted under the Agreement;
• (d) any indebtedness of the Merchant to Moneliq Limited: (i) has not been discharged on its due date; or (ii) becomes immediately due and payable, or capable of being declared so due and payable (or any commitment in respect of any such indebtedness is withdrawn or cancelled), prior to its stated maturity, by reason of any default whatsoever;
• (e) there is any significant change, or Moneliq Limited suspects a significant change is impending (as determined by Moneliq Limited) in the nature, level, scope or control of the Merchant's business activities or financial condition including any change of control in the Merchant or its parent company or its ultimate parent company or if the Merchant ceases or threatens to cease to carry on its business (including the Business);
• (f) Moneliq Limited becomes aware of, or reasonably suspects, fraud or other criminal activity in relation to the Merchant or any person acting on its behalf;
• (g) Moneliq Limited considers excessive the: (i) percentage, number or amount of fraudulent Transactions or fraudulent Alternative Payment Scheme Transactions submitted by the Merchant under the Agreement; or (ii) number of Chargebacks relating to the Merchant;
• (h) Moneliq Limited is required to do so by any Card Scheme, Alternative Payment Scheme or Alternative Payment Scheme Facilitator;
• (i) the relevant Services (or relevant part thereof) are suspended or otherwise cease to be provided by the relevant Alternative Payment Scheme Facilitator;
• (j) Moneliq Limited considers, in its opinion which shall be binding and final, that the content of any Website does not comply with Clause 5.9 (Websites) and/or any goods or services offered by the Merchant may affect the reputation of Moneliq Limited or any of the Card Schemes;
• (k) where required, the Merchant fails to implement Internet Authentications within a timescale acceptable to Moneliq Limited;
• (l) the Merchant breaches Clause 5.11(b);
• (m) the Merchant fails to co‐operate with Moneliq Limited in accordance with Clause 5.12(f);
• (n) Moneliq Limited exercises its rights in accordance with Clause 3.8(b);
• (o) the Merchant breaches Clauses 17.4(a) to 17.4(e) inclusive;
• (p) the Merchant becomes liable to Moneliq Limited under Clause 19.1(d);
• (q) Moneliq Limited exercises its right in accordance with Clause 24.3(b);
• (r) the Merchant's activities are, or are likely to have, in Moneliq Limited's opinion, a material impact on Moneliq Limited's business arrangements, any Card Scheme licence applicable to Moneliq Limited, Moneliq Limited's reputation and/or goodwill and/or the reputation and/or goodwill of the Card Schemes including if any claim or action is threatened or commenced in connection with this Agreement by the Merchant;
• (s) the Merchant does not have or fails to maintain any Merchant Authorisation;
• (t) the Merchant has not sent any Transaction Data to Moneliq Limited for 6 consecutive months;
• (u) the Merchant does not exclusively submit transactions from its Business to Moneliq Limited, but also submits third party transactions;
• (v) based on the Application Documentation, the Merchant Information and/or any other information provided to or obtained by Moneliq Limited pursuant to the Agreement, in Moneliq Limited's reasonable opinion, the Merchant is not suitable to receive the Services;
• (w) any of Moneliq Limited's rights of suspension or termination set out in the Additional Service Conditions applicable to the Agreement apply;
• (x) a Guarantee or Reserve provided under the Agreement is unenforceable or is withdrawn, or the Merchant does not provide a Guarantee or does not maintain and/or increase a Reserve or other form of security if requested by Moneliq Limited, or fails to comply with its obligations under the Agreement in respect of a Guarantee, Reserve or other form of security requested by Moneliq Limited;
• (y) the Merchant has breached the PCI DSS or the requirements of Clause 17.1 (Information Security and Audit) or if the Merchant fails to maintain compliance with the PCI DSS; or
• (z) any other Clause of the Agreement expressly entitles Moneliq Limited to terminate or suspend the Agreement.

22.3 The exercise of any right by Moneliq Limited under Clause 22.2 to suspend the whole or any part of the Services is without prejudice to, and is not a waiver of, its rights to terminate the whole or any part of the Agreement in accordance with Clause 22.2.

22.4 If Moneliq Limited has a right to suspend or terminate the whole or any part of the Services and/or Agreement and continues to accept and settle to the Merchant in respect of Transactions or continues to process Alternative Payment Scheme Transactions, this shall not constitute as a waiver and shall not prevent Moneliq Limited from suspending or terminating the whole or any part of the Services and/or Agreement at a later date.

22.5 If the whole or any part of the Services is or are suspended pursuant to Clause 22.1 and/or 22.2, the Merchant shall reimburse Moneliq Limited for all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement (as the case may be) of the provision of the relevant Services (or part of the Services, as applicable).

23.1 If either party terminates part of the Agreement:

• (a) the other parts of the Agreement will remain in force and each party must continue to comply with its respective obligations under the remaining parts; and
• (b) the following provisions in this Clause 23 (Consequences of Termination) shall apply mutatis mutandis in respect of the terminated parts of the Agreement.

23.2 Upon termination of the Agreement (for whatever cause or reason):

• (a) any accrued rights or obligations to which each of the parties may respectively be entitled or be subject to before the date of termination shall remain in full force and effect; and
• (b) the termination of the Agreement shall not affect or prejudice any other right or remedy which the terminating party may have in respect of the event giving rise to the termination or any other right or remedy which either party may have in respect of any breach of the Agreement which existed at or prior to the date of termination.

23.3 If the Agreement is terminated:

• (a) neither party shall have any further right or obligation with respect to the other party except as set out in any Clause which is expressly or by its nature intended to survive the termination of this Agreement and continue in full force and effect;
• (b) the Merchant shall continue to be responsible for all Chargebacks, the Charges and Fees, and any credits and adjustments resulting from Transactions and Alternative Payment Scheme Transactions processed pursuant to the Agreement and all other amounts then due or which may thereafter become due under the Agreement;
• (c) the Merchant must promptly pay to Moneliq Limited all amounts owed by the Merchant under the Agreement;
• (d) the Merchant must immediately stop all use of any Card Scheme Marks and promptly return any Promotional Signs, and material displaying the Card Scheme Marks;
• (e) the Merchant must, within thirty (30) days of termination, send to Moneliq Limited or otherwise confidentially dispose of (in accordance with Moneliq Limited's directions) and, when applicable, certify disposal of all of Moneliq Limited's Confidential Information and the Proprietary Information in the possession or control of the Merchant or any person acting on its behalf;
• (f) the Merchant must immediately cease to use Moneliq Limited's, and its licensor’s, Intellectual Property Rights and Proprietary Information;
• (g) the Merchant must not, subject to Clause 23.3(h) below, send to Moneliq Limited any Transaction Data for Transactions or Alternative Payment Scheme Transactions that take place after the Agreement has terminated unless Moneliq Limited agrees otherwise with the Merchant in writing and in the event the Merchant does so without Moneliq Limited's written consent, Moneliq Limited has no obligation to process or otherwise deal with such Transaction Data;
• (h) the Merchant shall continue to send to Moneliq Limited Transaction Data for refunds (including Refunds) received after the Agreement terminates with respect to Transactions and Alternative Payment Scheme Transactions occurring before the Agreement terminates and the value of all such refunds (including Refunds) shall continue to be owed by the Merchant to Moneliq Limited notwithstanding that the Agreement has terminated.

23.4 If the Agreement is terminated by Moneliq Limited due to any breach of the provisions in Clause 5, Moneliq Limited may notify the Card Schemes and credit reference agencies of the termination, the reasons for it and details of the Nominated Bank Account and the Merchant may be listed on VMAS™ and MATCH™.

24.1 The Merchant must not transfer any of its rights under the Agreement without Moneliq Limited's prior written consent.

24.2 Without prejudice to the generality of Clause 24.1 above, the Merchant must not enter into any agreement that would require the transfer of any payments for proceeds from any Transactions to the custody or control of any third party.

24.3 If the Merchant makes an assignment (or provides a security interest) of receivables covered by the Agreement, then Moneliq Limited may, at its option, elect to:

• (a) refuse to acknowledge such assignment unless accompanied by an authorisation from Moneliq Limited to both initiate debits or credits to the bank account of the assignee;
• (b) terminate the Agreement immediately; or
• (c) impose a reasonable charge for any transfers that Moneliq Limited is called upon to make manually to fulfil such an assignment.

24.4 Moneliq Limited may assign or transfer any or all of its rights and/or obligations under the Agreement. The Merchant shall promptly enter into any documents Moneliq Limited requires to effect any such assignment or transfer in accordance with this Clause 24.4.

24.5 Except as set out elsewhere in this Clause 24 (Assignment), the Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns.

25.1 Moneliq Limited may appoint at any time, and without notice to the Merchant, any one or more agents and/or sub‐contractors to process any Transactions and/or Alternative Payment Scheme Transactions on Moneliq Limited's behalf, or to perform any of its obligations under the Agreement or otherwise.

25.2 The Merchant must not allow anyone else to do any of the things which the Merchant is allowed or obliged to do under the Agreement unless Moneliq Limited has given its prior written consent to such person acting as the Merchant's Authorised User, agent or sub‐contractor. If Moneliq Limited agrees that the Merchant may have an Authorised User, agent or sub‐contractor then the Merchant shall be responsible for making sure that they comply with the relevant terms of the Agreement, including Clause 17.3 (Confidentiality).

25.3 The Merchant is responsible and liable for the acts and omissions of each person acting on its behalf, including any agent, sub‐contractor, employee (including Authorised Users), officer, director and other representatives. The Merchant's responsibility and liability for such persons applies whether or not Moneliq Limited has knowledge or has consented to the person acting on the Merchant's behalf.

27.1 Any notice required to be given under the Agreement must be in writing. For the purposes of any written notice Moneliq Limited sends to the Merchant, "writing" includes letters, emails, online methods of communication (including posting a message on the Portal) and notification on a statement. For the purposes of any written notice the Merchant sends to Moneliq Limited, "writing" includes letters only.

27.2 Notice given by post or statement transmission shall be treated as having been received three (3) calendar days after the date of its posting, transmission or advice of availability. Notice given by Moneliq Limited by email or online methods of communication (including a Portal message) shall be treated as having been received at the time of transmission. In the case of notices Moneliq Limited sends to the Merchant, the deemed receipt provisions in this Clause 27.2 apply unless the sender receives notice that the email is not delivered or if it is returned undelivered.

27.3 Moneliq Limited may also contact the Merchant and its Authorised Users by phone, televisions, fax or computer.

27.4 Moneliq Limited may send any written notice to the Merchant's registered office or last known place of business, and may send any email to the email address advised by the Merchant. The Merchant must keep Moneliq Limited up to date with the Merchant's and its Authorised Users' contact details at all times. The Merchant must send any notice for Moneliq Limited to Moneliq Limited's current registered office marked for the attention of "legal" with an e‐mail copy (for our informational purposes only) to info@moneliq.com.

28.1 The Merchant shall not engage in any activity, practice or conduct which could constitute, facilitate or cause (in whole or in part) the commission (whether on the part of the Merchant or Moneliq Limited or any of either party’s Affiliates) of an offence under the Anti Bribery Laws.

28.2 The Merchant shall not offer, promise or give to Moneliq Limited or any officer, employee or representative of Moneliq Limited or any of Moneliq Limited's Affiliates (for the purpose of this Clause 28 (Anti‐Bribery and Corruption), each a "Delegate") any financial or other advantage which could, or is intended to, cause Moneliq Limited or any Delegate to abuse any position of trust held by Moneliq Limited or that Delegate, or fail to act with good faith and/or impartiality in circumstances where it is expected to do so.

28.3 The Merchant shall ensure that it has, and maintains throughout the term of the Agreement, suitable policies and procedures designed to prevent the commission of any offence under the Anti Bribery Laws by the Merchant or any of its officers, partners, employees or representatives. The Merchant shall properly enforce such policies and procedures on an annual or more frequent basis. At Moneliq Limited's request, the Merchant shall promptly provide Moneliq Limited with all such policies and procedures and sufficient evidence so as to satisfy Moneliq Limited (acting reasonably) that such policies and procedures are and have been properly enforced and such periodic compliance monitoring is taking place.

28.4 Without prejudice to the Merchant's other obligations and Moneliq Limited's rights under the Agreement, the Merchant must promptly provide Moneliq Limited with any information or assistance as Moneliq Limited may reasonably request for the purposes of satisfying its own legal or regulatory obligations.

36.1 The Agreement is governed by the laws of England and Wales.

36.2 Subject to Clause 36.3 below, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales regarding any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non‐ contractual disputes or claims).

36.3 Nothing in the Agreement prevents Moneliq Limited from bringing proceedings arising out of or in connection with the Agreement or its subject matter or formation (including non‐contractual disputes or claims) in any other court, or concurrently in more than one other court, of competent jurisdiction.