Terms and conditions

THIS AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO ON THE DAY OF THE ONBOARDING FORM SUBMISSION (THE “COMMENCEMENT DATE”) BETWEEN:VOLUME PAYMENTS LIMITED incorporated and registered in England and Wales with company number 12431529 whose registered office is at 83 Lavender Hill, London, SW115QL (“Volume”) and Merchant who submitted the onboarding form (“Merchant”). Merchant and Volume hereinafter referred to as the “Parties”.

RECITALS: (A) Merchant  provides commerce services to Customers and wishes to utilize the One Click Checkout (as defined below), which is provided by Volume.(B) The One Click Checkout is integrated with a number of Issuing Banks which the Merchant may wish to make available on its platform to allow Customers to pay for the commerce services as provided by the Merchant;(C) Volume will be entitled to: i) process Transactions on behalf of the Merchant (and specifically forward transactional data for the execution of a Customer’s payment to the Merchant) for the purpose of retrieving funds from Issuing Banks and deposit them in real-time into the Merchant’s preferred destination Account as described in the Application Form); ii) process transactions on behalf of the Merchant (and specifically for the purpose of retrieving funds from the Issuing Banks and deposit them in real-time into a dedicated Account (provided by third-party) and deposit funds into the preferred Merchant’s referred destination account on an agreed Settlement Period as described in the Application Form).  (D) Volume is powered by Yapily Connect Limited and Modulr FS Limited. Yapily Connect Limited is authorized and regulated by the UK Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference 827001). Modulr FS Limited is authorised and regulated by the UK Financial Conduct Authority under the Electronic Money Regulations 2011 (Firm Reference 900573). Registered address at 123 Buckingham Palace Road, London, SW1W 9SH.

DEFINITIONS AND INTERPRETATION Unless otherwise stated, the following words and expressions shall have the following meanings:

“Account” means an electronic money account in which the associated electronic money  is issued to the Merchant by Volume and/or third-party providers such as Modulr which is regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573).

“Affiliate” means an entity which owns, is owned by or shares common ownership with Volume or the Merchant, as the context requires.

“Applicable Law” means all applicable provisions of all laws, statutes, common law, codes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or governmental authorities and all orders and decrees and judgements of all courts and arbitrators that apply to the Parties or the subject matter of this Agreement.

“Agreement” means (a) the agreement signed and concluded by the Parties and (b) any further attached schedules or appendices.

“CET” means Central European Time (UTC+1).

"Clearing Statement" means the statement described in Clause 7.3 which sets out the sums to be remitted to  the Merchant.

“Confidential Information” means the terms of this Agreement and all other information, including but not limited to business, technical and financial information, disclosed by one Party to the other (whether before or after the date of this Agreement) and which is not public, is marked as confidential or has been otherwise indicated to be confidential, which provides value to a Party from being confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information:is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party;becomes known to the receiving Party through a disclosure by sources other than the disclosing Party or of one of its Affiliates having no duty of confidentiality to the disclosing Party, whether direct or indirect, with respect to such information and having the legal right to disclose such information; that the Confidential Information has been independently gained without infringing a duty of confidentiality, or was independently developed, researched, conceived or calculated by either of the Parties; is disclosed with the consent of the other Party. is required to be disclosed pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction, or from any other third party with power to compel the disclosure of such information, provided that (to the extent it is permitted to do so) the affected Party gives all reasonable notice of such disclosure to the other Party.

“Customer(s)” means the end-customer/end-user and user of one or more Issuing Banks.

“Data Protection Laws”means any applicable data protection or privacy laws or regulations including all laws and regulations implemented in the United Kingdom and the European Union’s General Data Protection Regulation (EU) 2016/679.

“Defaulting Party”means as set out in Clause 4.4 below.

‍“Fees”means Volume’s fees, contributions, costs and charges as calculated in accordance with Appendix 1.

‍“Holdback”means a nominal value of Transaction Amount hold in the Account

‍“Initial Term”means as set out in Clause 4.1 below.

‍“Insolvency Proceeding”means, in respect to the Parties: (i) any voluntary or involuntary case or proceeding under any bankruptcy law with respect to the Parties, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Parties or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Paries whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Parties.

“Issuing Bank”means the bank of the Customer use to complete a Transaction.

“Merchant”means a person who is authorised to honor and accept Payment Methods.

‍“Merchant ID”means the identification number assigned by Volume to the Merchant after it is registered and qualified by Volume to have the Issuing Banks  made available to it.

‍“Merchant Registration Form”means the document issued by Volume requesting identification, business and other details of the Merchant.

‍“Monthly Minimum Fee”means the minimum Fee that is to be paid to Volume by the Merchant on a monthly basis as set out in Appendix 1 and shall at all times remain separate from any other applicable Fees.

‍“Minimum Settlement Amount”means the minimum Transaction Amount required to transfer the funds from the Account

‍“One Click Check Out”means the electronic commerce payment gateway proprietary to Volume (currently known as “one-click checkout” and its associated information technology systems).

“Open Banking Provider”means (i) Volume or any other provider required to perform Payment Processing Services as instructed by Volume in order to perform Payment Processing Services.

‍“Payment Processing Services”means the provision of technical and financial services allowing for the electronic transfer of funds and other activities associated with the delivery of Payment Services.

‍“Payment Methods”means the ways that Customers can pay for goods and/or services offered by the Merchant.

‍“PCI DSS”means the applicable Payment Card Industry Data Security Standards as set out by the PCI Security Standards Council, LLC.

‍“Products and Services”
means the various Payment Methods selected by the Merchant under this Agreement, as well as any associated Payment Processing Services provided by Volume under the Agreement.

“Projected Payment Volumes”means the estimated monthly volume of Transactions to be processed by the Merchant following the Commencement Date.

‍“Refund”mean the nominal value of a Transaction that needs to be paid to a Customer in order to pay back by the Merchant who has received it

‍“Regulator”means any statutory or industry body which regulates the business or operations of Volume, including the FCA, HMRC,and any other regulator with supervision authority.

‍"Regulatory Requirements"means all applicable laws, rules, regulations, orders, requirements, guidelines, interpretations, directives and requests (whether or not having the force of law) from and of, and plans, memoranda and agreements with, any Regulator.

‍“Settlement Period”means the period of time for which a clearing statement or final invoice is raised by Volume, and during which the Transaction Amounts are collected by Volume for settlement to the Merchant at the end of such period of time.

‍“TARGET2 Bank Day”means any calendar day that is not a Saturday or a Sunday or a TARGET2 closing day according to the calendar applicable at the seat of the European Central Bank (“ECB”). As at the Commencement Date, the following calendar days are listed as TARGET2 closing days by the ECB: New Year’s Day (1 January), Good Friday, Easter Monday, Labour Day (1 May), Christmas Day (25 December) and Christmas Holiday (26 December).“Term”means the duration of the Agreement, consisting of the Initial Term together with each Renewal Term.

‍“Trademarks”means as set out in Clause 14.4 below.

‍“Transaction”means a set of data transmitted by the Merchant to Volume, via the Technical Processor, for processing and transmitting to a Issuing Bank

‍“Transaction Amount”means the nominal value of a Transaction.

“Transaction Fee”means a Fee payable per submitted Transaction to be calculated according to Appendix 1.

“Technical Processor”means an entity or a third-party technical provider of APIs, approved by Volume and carrying on the business of the technical processing of electronic payment transactions in their respective form.

‍“UTC”Coordinated Universal Time.

AGREED TERMS PROVISION OF PAYMENT PROCESSING SERVICES

‍In consideration of the payment of the Fees by the Merchant to Volume, Volume will provide the Payment Processing Services to the Merchant.Specifically, Volume shall:connect the Merchant to the Issuing Banks it has selected;forward transactional data for the execution of a Customer’s payment to the Merchant;forward issued online payment transactions via the One Click Checkout interface to the Issuing Banks;receive funds for eventual settlement from the the Issuing Bank into a dedicated Account or directly settle the funds into the Merchant’s preferred destination account as described in the Application Form ; andremit settlement funds to the Merchant, in accordance with the Agreement. Volume shall provide the Payment Processing Services with reasonable care and skill and in accordance with its Regulatory Requirements.Except as specifically provided in this Agreement, there are no other warranties, express or implied provided by Volume.When accepting funds from an Issuing Bank, Volume is accepting funds on behalf of the Merchant for settlement to it. Volume reserves the right to partner with third-party providers for the provision of this service.
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PROHIBITED COUNTRIES

Volume Payments Ltd cannot do business with entities actively engaging with or transacting in the following countries: Prohibited countries


OBLIGATIONS OF THE PARTIES

‍The Parties shall cooperate with each other and shall coordinate their respective efforts as far as is reasonably necessary to achieve the aims of this Agreement or as required and/or mandated by the Regulator and in accordance with Applicable Law. Each Party shall make available to the other such data and documents as the other reasonably requires to give commercial efficacy to this Agreement. Notwithstanding the previous sentence, the performance of each Party’s own marketing activities shall be solely incumbent on each Party. Any joint marketing activities shall require a separate agreement between the Parties.The Parties undertake that they hold, and shall continue to hold for the Term, the licenses, permissions and authorisations necessary for them lawfully to perform their obligations under this Agreement.Each Party will comply with the applicable Data Protection Laws. Aside from the obligations provided for under this Clause, the Parties will follow and adhere to the data protection requirements set out in Appendix 2.Neither Party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of the Issuing Banks. Accordingly, each Party will ensure that none of their personnel sign any documents on behalf of the other Party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either Party.Merchant undertakes to provide Volume without undue delay such documentation and information as reasonably necessary in order for Volume to adequately respond to direct requests it may receive from the Open Banking Provider, Issuing Banks or any other relevant third-party providers.

OBLIGATIONS OF THE MERCHANT

‍The Merchant shall ensure that it is duly registered with Volume by completing and submitting a completed Merchant Registration Form in its current version so as to entitle it to receive a Merchant ID from Volume. The Merchant shall not be permitted to connect to the particular Issuing Banks prior to such Merchant ID being issued.Volume shall be entitled to withhold, at its sole discretion, the allocation of a Merchant ID if it knows or reasonably suspects that the Merchant is infringing or will infringe a material provision of this Agreement or that it presents a high risk of financial loss for Volume or risk of money laundering or a reputational risk. Should the Merchant not meet the requirements of the Issuing Bank, Volume shall be entitled to withhold or revoke allocation of a Merchant ID. The merchant evaluation criteria used by Volume are subject to the specifications of the Issuing Bank and are therefore subject to change at any time.The Merchant shall comply with all applicable Regulatory Requirements and do nothing that causes it to be in breach of this Agreement.The Merchant shall ensure the accuracy and completeness of all information provided to Volume.The Merchant undertakes to inform Volume, without undue delay, about internet URLs or website addresses being used by the Merchant other than those detailed in the Merchant Registration Form.The Merchant acknowledges and agrees that we may from time to time appoint other third party providers and/or payment service providers in addition to Modulr (with Modulr and any such third  party payment service providers being referred to collectively as “third-party”). Volume acts as facilitator by collecting information from the Merchant and sharing it with the third-party to facilitate the processing and execution of the  payment.

TERM AND TERMINATION

‍The initial term of the Agreement shall be three (3) years from the Commencement Date (the “Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless a Party provides written notice to the other Party of its intent not to renew at least six (6) months prior to the expiration of the end of the Initial Term.After the Initial Term a Party may terminate this Agreement at any time without cause upon providing the other with three (3) months' prior written notice.Without prejudice to any other right or remedy, if a Party:commits a material breach of this Agreement which is not capable of being remedied, or which being capable of being remedied is not remedied within thirty (30) days of receiving notice from the other specifying the breach and requiring the breach to be remedied;is convicted or otherwise sanctioned or disciplined by a Regulator or Issuing Bank;suffers any Insolvency Proceeding; orfails to maintain any required regulatory license or authorization;(the "Defaulting Party") the other Party may elect to terminate this Agreement with immediate effect by providing the Defaulting Party with notice in writing of such termination.Should Volume reasonably suspect that the Merchant is involved with or is connected to fraudulent or criminal activity or of being in possession of the proceeds of crime, Volume may terminate this Agreement with immediate effect by providing the Merchant with notice in writing of such termination.In addition to any rights of termination provided hereunder, Volume may terminate this Agreement with immediate effect pursuant to any regulatory demand, requirement or directive for the cessation of Payment Processing Services by a Regulator for all or part of the Products and Services provided to the Merchant. Where appropriate, Volume shall make all reasonable efforts to: (i) satisfy any such regulatory demand, requirement or directive without termination of the Agreement; and (ii) provide notice of said regulatory demand, requirement or directive to the Merchant to enable it to provide appropriate assistance and, should it be required, make alternative arrangements.Unless otherwise contrary to applicable law, within ninety (90) days of termination of the Agreement, Volume shall pay the Merchant any Transaction Amounts net of any Refunds. Upon termination of this Agreement, the Merchant shall: (a) if applicable, completely uninstall the One Click Checkout technical interface; (b) delete any related documentation from its systems and (c) remove any links to the respective Issuing Banks or their logos, Trademarks or other marks of the respective Issuing Banks, unless the Merchant has sourced access to the same via a third party.

‍FEES AND PRICING

‍Pricing is .1.25% + 15p per transaction. Volume will deduct its Fees, including any applicable Monthly Minimum Fees and any applicable taxes or other levies, from the aggregate amounts to be remitted to the Merchant. Should the aggregate funds not be sufficient to cover the Fees owed to Volume by the Merchant, Volume will invoice the Merchant in respect of the Fees owed under this Agreement, including any applicable taxes or other levies. In the case of electronic invoices, the invoice shall be deemed to have been received by the Merchant on the day that Volume issued it, and in the case of non-electronic invoices, the invoice shall be deemed to have been received by the Merchant on the third day following the date of its dispatch by regular mail, unless the Merchant provides proof that it did not receive the invoice or received it at a later date. Fourteen (14) days after the receipt of the relevant invoice the Merchant shall become duly liable to make payment. If the Merchant fails to make payment in accordance with this Agreement, Volume shall be entitled, in addition to any unpaid amount that should properly have been paid, to charge simple interest on that amount to the Merchant, after sixty (60) days from the final date for payment until the date of actual payment, such interest to be calculated at a rate of 3% per year above the Libor 2-month rate from time to time. Volume shall be entitled, upon giving prior written notice, to discontinue or suspend its services until sums due to it are paid in full.      

CLEARING
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‍Transactions must be submitted to Volume in accordance with any applicable technical specifications and requirements stipulated by Volume. Technical specification can be found here: https://documentation.volumepay.io/The Merchant shall ensure at all times that Transactions are submitted to Volume with the respective Merchant ID provided to Merchant by Volume. For the avoidance of doubt, at no time shall collective submissions of the transactions of several Merchants be submitted under a single Merchant ID.Volume shall prepare a Clearing Statement available via the Merchant Dashboard and issue it to the Merchant at the end of the Settlement Period.

“Merchant Dashboard” means an interface where the Merchant can access Transactions.

‍SETTLEMENT

‍Pursuant to recital (D) of the Agreement, settlement obligations under this Agreement will be fulfilled by VolumeVolume  shall only be responsible for the fulfillment of its settlement obligations relating to Transaction Amounts, if all of the following prerequisites are met:the Issuing Bank has not reversed or otherwise withheld the payment;Volume has received the corresponding Transaction Amounts from the Issuing Bank;the Merchant has received authorisation from Volume to utilise the Issuing Bank;there has been no suspension of service pursuant to the terms of Clause 10.The Settlement Period shall be daily from Saturday 00:00h to Friday 24:00h UTC or, at the option of Volume, on a weekly or calendar monthly basis.Volume shall collect and aggregate all incoming funds from Issuing Banks on the basis of the Merchant ID. Volume shall hold such incoming funds in accordance with the Regulatory Requirements.Subject to the Minimum Settlement Amount being achieved, Volume shall remit funds due to the Merchant within two (2) TARGET2 bank days The amount of the funds remitted to the Merchant shall be equal to the incoming funds as stated in the corresponding Clearing Statement which may include outstanding Fees deducted by Volume in accordance with this Agreement. The Merchant shall examine the Clearing Statements issued to it and promptly notify Volume in writing of anything which it regards as an error or irregularity to which it proposes to object. In any event, no later than four (4) weeks following receipt of the respective Clearing Statement, if no objection has been received, the Clearing Statement shall be deemed free of error and irregularity and duly approved. If an objection has been received the Clearing Statement shall be deemed approved with regard to such parts of it to which no objection is made.

‍HOLDBACKS

‍Volume shall be entitled in its reasonable discretion to retain a reasonable Holdback, for certain Issuing Bank that carry risk , from the settlement funds remitted to the Merchant. The amount of any Holdback will be notified to the Merchant in advance together with a clear justification and shown on the Clearing Statement. Volume shall be entitled in its discretion (which Volume shall exercise reasonably and in good faith) to adjust the Holdback at any time, notice of which shall be provided to the Merchant. Volume may take into account, amongst other matters, of the following risks and factors when determining whether to retain a Holdback and the amount of such Holdback:the Merchant ceasing or threatening to cease its business or a substantial part thereof;the Merchant materially altering, or threatening to materially alter, the nature of its business;there being a real risk of the business activities of the Merchant carrying a higher than normal risk of reversals of Customer payments;the overall financial standing of the Merchant;the Merchant becoming insolvent or otherwise being unable to pay its debts as they fall due, or it reasonably appearing to Volume that such circumstances are genuinely in prospect;Volume having a reasonable belief that the Merchant will be unable or unwilling in a material respect to perform its obligations under this Agreement; andVolume receiving an inordinate and unusual number of enquiries from Issuing Bank or police or regulatory authorities relating to the business activities of the Merchant in connection with actual or suspected fraud or financial crime.

DOCUMENTATION AND DATA SECURITY/DATA STORAGE OBLIGATIONS

‍The Merchant shall ensure that it implements appropriate policies, procedures and technical solutions to prevent unauthorized access to Confidential Information and to ensure that transaction flows are secured with end-to-end encryption in accordance with industry standards.In the event that the Merchant discovers that a third party has attained knowledge of Customer identification and authentication data, or misuse is suspected, the Merchant shall immediately inform Volume and, where possible, Volume may disable access by the Merchant to the Products and Services until the matter is resolved.The Merchant will ensure that all access data, passwords or certificates are stored securely and protected against access from unauthorized parties and that all Customer and Transaction data transferred by the Merchant will be made in a secure manner. Should any actual or potential breach in data security occur (including situations where the Merchant reasonably suspects a data breach or unauthorized third party access to its systems), the Merchant must inform Volume immediately.The Merchant shall comply with Volume's reasonable directions as necessary for Volume to undertake a validation of the Merchant’s integration to Volume’s One Click Checkout.The Merchant undertakes to notify Volume immediately regarding any malfunctions of Volume’s One Click Checkout of which it becomes aware of during the Term.The Merchant hereby grants its express consent to Volume disclosing data related to the processing of Transactions under the Agreement, including Merchant related data, to an Issuing Bank or other participating bank, a Regulator, Volume’s banking partners and third-parties or foreign authorities (including, but not limited to, law enforcement authorities) provided Volume does so at all times in accordance with Applicable Law.If the Merchant believes that a payment instruction that it may have issued to Volume was unauthorized or incorrectly executed, it must inform Volume without undue delay, and in any event no later than 4 weeks following the date of execution of the payment. Notification must be made via email to compliance@getvolume.comIf the Merchant’s access details to the online interface to its payment account linked to the Payment Processing Service have been lost, stolen or misappropriated, or the Merchant suspects that unauthorized use of its payment account has taken place or may take place, the Merchant must inform Volume immediately and shall make such notification by email to this email address: compliance@getvolume.com and chris@getvolume.comVolume is entitled to forward all relevant information collected from the Merchant to clearing centres, authorised banking partners, credit agencies and any subcontractors as required to provide the Products and Services.

SUSPENSION AND BLOCKAGE OF SERVICE

‍Volume has the right to block access to particular Issuing Bank or suspend the Merchant’s use of Products and Services, should the Merchant infringe any material contractual obligation imposed on it. Volume may suspend or block the Merchant’s access and use of an Issuing Bank, and any associated account, should it reasonably suspect unauthorized or fraudulent use of the same, or for reasons related to the security of the payment account.Should a blockage or suspension be initiated, Volume shall be entitled, in the first instance, to withhold remittance of funds otherwise due under Clause 7.4. Volume will notify the Merchant in such event, unless to do so would be contrary to Regulatory Requirements or jeopardise any investigation of fraud.

‍INDEMNIFICATION AND LIABILITY

‍Each representation, warranty, covenant and agreement made by Volume, as applicable, in this Agreement shall be deemed a joint representation, warranty, covenant and agreement made by Volume Payments LtdThe Parties undertake that (i) neither shall use the Products and Services provided for under this Agreement for the purposes of money laundering, terrorist financing, fraud or any other financial crime; and (ii) no funds which are being transferred by them constitute the proceeds of any criminal activity.Subject to the provisions of Clause 11.6 and notwithstanding anything in this Agreement to the contrary, in no event will either Party be liable to the other, whether in breach of contract, negligence, breach of statutory duty, tort, or under any term of this Agreement, for:loss arising from the conduct of a third party; indirect losses, consequential losses, loss of profits, loss of future ability to earn profit, losses caused by damage to brand, goodwill or reputation, business interruption losses, or losses caused by any regulatory action; andany delay in or failure to perform its obligations if that delay or failure is caused by circumstances beyond its reasonable control, including, without limitation, fires, strikes, insurrections, riots, embargos, inability to obtain supplies, refusal, or revocation of license or regulations of any civil authority, fire, act of God, flood or any network breach, breakdown in any third-party equipment including third party computer hardware or third party software.Subject to the provisions of Clause 11.6, the maximum liability of Volume, in negligence, breach of contract, breach of statutory duty, other tort, under an indemnity or otherwise arising out of or in connection with this Agreement will be, in aggregate, limited to the total amount of Fees actually paid by the Merchant during the twelve (12) month period immediately preceding such breach irrespective of the Commencement Date.Volume shall not at any time be liable for a breach of data security obligations by the Merchant.Each claim by a Party under or in connection with this Agreement must be made within two (2) years of the occurrence of the alleged breach failing which such claim shall become time barred.The exclusions and limitations of liability set out in this Clause shall not apply to:liability arising from death or personal injury arising out of the negligence of a Party or its authorised representatives;liability for any fraudulent act or omission or fraudulent misrepresentation by a Party or its authorised representatives;liability arising due to the wilful misconduct of a Party;The Merchant shall indemnify Volume and shall hold Volume harmless against all fines, damages, expenses and/or all related costs (including reasonably incurred legal costs) which arise from or are incurred by reason of: (i) breach by the Merchant of any applicable requirements under anti-money laundering, terrorist financing, fraud or any other financial crime laws and regulations (ii) breach by the Merchant of its obligations under clauses 2.3, 2.5, 3 (Obligations of the Merchant), 9 (Documentation and Data Security/Data Storage Obligations), 13 (Non-Disclosure), 14 (Trademark and Copyright) and, Appendix 2 (Data Protection Appendix); (iv) the willful misconduct or intentional tortious conduct of any employee of the Merchant in connection with the obligations contingent upon either Party under the terms of this Agreement. At its sole discretion, Volume may deduct such fines, damages, expenses and costs from amounts held by Volume due to the Merchant under this Agreement. Exercise of this right of set-off will not prevent Volume from using any other rights or remedies available to it under this Agreement or otherwise.

ASSIGNMENT & PERFORMANCE

‍The Merchant may not, without the prior written consent of Volume (such consent not to be unreasonably withheld or delayed), assign, sell, pledge, mortgage, license or dispose of it, part with any interest in this Agreement or grant any sub-licence or delegate any of the rights conferred by it.Volume may assign or subcontract any part of the services under this Agreement (a) to a Volume subcontractor without obtaining any further consent from the Merchant or (b) to any third party upon the prior written consent of the Merchant, such consent to not be unreasonably withheld. The Parties note and acknowledge that some of the services under this Agreement may be performed by third-parties.Volume may assign its rights and obligations under this Agreement, effective upon notice to the Merchant to any person in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets subject to the assignee assuming all of Volume's obligations.If the services subcontracted by Volume or third party are regulated Payment Processing Services, Volume shall ensure that the designated third party is permitted under Regulatory Requirements to provide those Payment Processing Services, if required, is capable of performing them in accordance with good industry practice and standards and has the competence and technical capabilities to meet the obligations placed on Volume under this Agreement.Volume shall be contractually responsible for the proper performance of the Payment Processing Services under this Agreement irrespective of the subcontracting. For the avoidance of doubt, this means that, under this agreement, Volume shall be wholly liable for the acts and omissions of the third-parties during their provision of Payment Processing Services. Subject to and upon any succession or assignment permitted by this Agreement, any successor or assignee of the Contractual Parties will in its own right be able to enforce any term in accordance with the terms of this Agreement as if it were a party.

‍NON-DISCLOSURE

‍The Parties undertake not to disclose to third parties Confidential Information, which they are entrusted with by the other Party or have or will become aware of from time to time during the course of the contractual relationship. Disclosed documents, whether in hard copy format or in electronic form, shall be returned to the other Party upon termination of the Agreement on request and/or deleted, as agreed. Each Party may retain one copy (and any automatically generated back-up electronic copies) of such of the Confidential Information as may be necessary solely for the purposes of and for so long as required by Regulatory Requirements.The Parties may disclose Confidential Information to their professional advisers and employees, on a strictly confidential basis, as is needed in order to perform the Agreement or otherwise to enable them to avail themselves of their legal rights.  Such disclosure is permitted only to persons who (a) have been informed of the confidential nature of the information divulged to them, and (a) are subject confidentiality obligations not materially less onerous than those imposed on the Parties under this Agreement.  Upon termination of this Agreement, this non-disclosure clause will survive and continue in full force and effect.

‍TRADEMARK AND COPYRIGHTS

‍The Merchant confirms that it was not involved in the design and development of the Products and Services and has no previous knowledge of the details thereof. The Merchant confirms that it holds no rights in the Products and Services to which it is entitled, to the extent that they are not granted to it by the present Agreement.Any copyrights and related intellectual property rights of a Party that are in existence or come into existence during the performance of the Agreement shall remain the property of that Party. Should Volume’s software be made available to the Merchant within the scope of this Agreement, Volume shall grant the Merchant a non-exclusive, gratuitous right of use thereto, limited to the place of business of the Merchant or at the respective installation location. Such right of use shall be limited to the duration of this Agreement. The Merchant shall not be entitled to modify, translate, reverse-engineer, transform or otherwise adapt the software. The re-translation to the format of source codes or other display formats is not permitted. The Merchant undertakes to only provide accessibility to the software to those employees or agents of its company with an absolute need to obtain accessibility in order to perform the Agreement. Any other type of access and/or disclosure, whether original or by way of a complete or partial copy, shall require the express written consent of Volume.Each Party shall be permitted to use brands and trademarks of the other Party with the prior written consent of the other Party.Volume grants the Merchant the non-exclusive and temporary right for the Term to use the word mark and the work/picture mark (“Trademarks”) of the integrated Issuing Banks subject to this Agreement. The Merchant may use these Trademarks in unmodified form and only in accordance with the Payment Scheme’s terms in order to put in circulation, introduce, offer, advertise and market the respective Issuing Bank.Should claims be asserted against the Merchant due to the infringement of trademark rights based on the use of the Trademarks within the agreed scope of use or due to the infringement of other related intellectual property rights, the Merchant shall notify Volume immediately writing. To the extent possible and reasonable, and upon express request by Volume, the Merchant shall leave the defense against such claims to Volume. The Merchant will provide appropriate support to Volume in this process.

MODIFICATIONS OF THE SERVICES, PARTIAL PERFORMANCE

‍Volume shall be entitled to modify the Payment Processing Services or the Products and Services in conjunction with standard commercial practice, in particular, with regard to technical innovations or requirements imposed by authorities, or improvements to the Products and Services.Volume shall be entitled to no longer offer certain Products and Services, without observing any period of notification, should Volume itself lose the right to offer or supply such Products and Services due to the termination or modification of its own agreements with any Payment Schemes or should Volume decide to stop offering any Products and Services for strategic business reasons. Volume shall immediately inform the Merchant with regard to such termination and the respective date thereof and shall work with the Merchant to mitigate any adverse impact on the Merchant.

‍REPORTING OBLIGATIONS

‍The Merchant warrants that it is not a consumer, a charity or a micro-enterprise.The Parties agree, in accordance with Applicable Law, that:Volume will provide to the Merchant only such information regarding any payment transactions under the payment service as required under this Agreement;Volume’s obligations to the Merchant related to any payment transactions under the payment service will be only the obligations set out in this Agreement; andthe maximum time period for reporting unauthorised or incorrectly executed payment transactions is set in Clause 12.7 of this Agreement.In the event that some other legislative act applies to the Products and Services, whether in place of or in addition to the PSR or the LPS, the Parties agree that this Agreement shall be construed as far as possible and legally permissible to give full effect to the intentions of the Parties as expressed in the preceding Clause 16.2.

‍FINAL PROVISIONS

‍Other than changes to the Volume Payment Methods - Specific Terms of Use as detailed in Appendix 3, no amendment to this Agreement shall be valid unless set out in writing and signed by an authorised representative of each Party. Changes or amendments to the Volume Payment Methods - Specific Terms of Use may be made from time to time by Volume and will be notified to the Merchant as they arise.If any court finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the remaining provisions of the Agreement will not be affected.This Agreement is made for the benefit of the Parties, including any Volume Affiliate providing Payment Processing Services or part of the Payment Processing Services as detailed in Appendix 4.  Save for the aforesaid, this Agreement is not intended to benefit any third party or be enforceable by any third party.Any notice given to a Party under or in connection with this Agreement shall be in the English language, in writing, and shall be delivered by post and/or by email at the addresses for service of notices set out below.  Invoices, if electronic invoices, shall be communicated only by email.
Notices should be sent to:
Volume Payments Limited
83 Lavender Hill, London, SW115QL
compliance@getvolume.com

Failure by one of the Parties to exercise or enforce any rights available to it shall not amount to a waiver of that right. In the event of any conflict between the provisions in this Agreement and the provisions of Appendix 2, the provisions of Appendix 3 shall prevail.The Agreement and any documents referred to in the Agreement constitute the whole agreement between the Parties and supersede all previous negotiations or agreements between them relating to its subject matter. Each Party acknowledges that, in entering into the Agreement and the documents referred to in the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement or the documents referred to in the Agreement.





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