CARD SERVICES AGREEMENT


 

The Commercial Terms set out hereunder are for the provision of Services, governed by the Terms & Conditions set out overleaf and the Personal Guarantee (together the "Agreement"). Defined terms have the meaning specified in the Commercial Terms or in the Terms & Conditions.

Service Provider:
("We", "Us", “Pozitive Payments”)

Pozitive Payments Ltd., Floor 10, Floor 10 (North West), One Canada Square,Canary Wharf, London, E14 5AB
Telephone: 03333709090
Email: customercare@pozitivepayments.com

Customer:
("You", ”Your")
Note: CARD SERVICES AGREEMENT will be sent to above email ID for esign.
Initial Charges*
Charge VAT Total (payable on signing this Agreement)


Ongoing Charges*
(payable -
Monthly Quarterly)
Set-up, Configuration & Delivery
Accessories (from continuation sheet)
Total Initial Charges
  1. Payment Terminal Services

  2. Helpdesk Services

  3. Replacement Services (as defined in the Agreement)

  4. Airtime Services (as defined in the Agreement)

Total Ongoing Charges
Charge (£) VAT (£) Total (£)
Minimum Term* The Minimum Term is 36 48 months from the date of the first payment shown below.
Termination This Agreement may be terminated with one month’s notice in accordance with clause 7.1 after expiry of the Minimum Term. Any arrears that remain due to us shall remain payable. However, if the Agreement is terminated before expiry of the Minimum Term for any reason, You will be liable to pay the charges set out in Clauses 5 and 7 (as applicable).
Payment Terminal
SIM Bluetooth/Wi-fi Wi-fi/SIM
Ongoing Charges Discount We will discount your monthly/quarterly (Net) Ongoing Charges by an amount equal to the Total Processed Amount during the relevant monthly/quarterly period, multiplied by £0.001. The maximum Ongoing Charges Discount applied can be no greater than the Total Ongoing Charges for the period, as shown above.
Payment Date The Ongoing Charges less Ongoing Charges discount shown above are payable: The first of the Total Ongoing Charges payments is due on the last day of the month following the date of this Agreement and thereafter on the same date every month throughout the Agreement.
Guarantee You hereby acknowledge that You have read the Terms and Conditions and that You are entering into this Agreement with full authority, in the course of Your business and shall remain personally liable for the obligations under it either by virtue of being a Guarantor/or by virtue of being a sole trader Customer.

You understand that this Agreement is for the Minimum Term shown above and that if this Agreement is terminated early, You will be liable to pay the remaining Charges for the Minimum Term and Indemnity.
Your Signature:
Our Signature:


 
TERMS AND CONDITIONS
 

Definitions: These words have the following meanings:

"Acquirer" means the financial institution with whom You have an agreement and that processes Your card transactions (including refunds), managing the authorisation, settlement and transfer of funds between You and cardholders;

"Accessories" means the functional accessories needed for operation of the Payment Terminal and means to include printer, batteries, paper rolls, power cables, etc;

"Accompanying Services" means (a) Payment Terminal Services, (b) Helpdesk Services, (c) Replacement Services, and (d) Airtime Service, as selected on the Commercial Terms and more particularly described in clause 2 below;

"Agreement" means these Terms & Conditions (including the relevant Commercial Terms and any annexures) effective from the date of the Commercial Terms;

"Cardholder" means a person that owns a Payment Card which is presented to You for Transaction(s);

"Charges" means any and all of the charges and fees set out in the Commercial Terms and shall include the Initial Charges and Ongoing Charges and shall exclude Ongoing Charge Discount ;

‘Commercial Terms’ means the commercial terms set out in the first page of this Agreement and set out as such;

“Data Protection Legislation” shall mean any law applicable from time to time relating to data privacy as in force during the Term of this Agreement, including without limitation the UK Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679. The terms “personal data”, “process” and “data controller” shall be as defined in the relevant Data Protection Legislation. The parties acknowledge and agree that We shall act as a data controller in respect of Your personal data that We processes under or in connection with this Agreement. "Minimum Term" means the minimum term as set out in the Commercial Terms;

"Network" is the PSTN, Broadband or mobile telephone based internet network provided by a third-party internet service provider and upon which the Payment Terminal will operate;

"Payment Card" means a current valid, credit, debit or charge card that is presented by a Cardholder for a Transaction; "Payment Terminal" means the Payment Terminal(s) described on the Commercial Terms, provided to You for the purpose of processing Transactions and subject to the terms of this Agreement;

"Personal Information" means information (in any reproducible format) which relates to a Cardholder or other identifiable individual, whether supplied by You for processing to Us or whether generated by Us in the course of performing our obligations. This information may include some or all of the following information: Cardholder name and all data encoded on a Payment Card;

"Refund" means a Payment Card transaction which has been processed with the intention of monies being remitted to the Payment Card account; v "SIM card" means the card used with a Payment Terminal which uses a Network to provide the Accompanying Services;

"Transaction" means a Payment Card transaction processed with the intention of a Cardholder incurring a liability resulting in monies

being received from the Payment Card issuer to You’re Acquirer and credited to Your bank account;

‘You’ and/or ‘Your’ means the Customer, Authorised Signatory and Guarantor (as applicable);

‘We’, ‘Us’ or ‘Our’ means Pozitive Payments Limited;

1. Agreement

1.1 You have approached Us to provide you with the Payment Terminal and Accompanying Services for your business. We agree to provide You the Payment Terminal and Accompanying Services in consideration for the Charges for duration of the Agreement.
1.2 After the end of the Minimum Term, we will continue to provide you the Accompanying Services which shall continue on a monthly-rolling basis until terminated in accordance with Clause 7.
1.3 The Payment Terminal is supplied to You solely for the purpose of effecting Your Transactions or Refunds .
1.4 You agree to pay the Charges and the applicable VAT as set out in the Commercial Terms.
1.5 You are deemed to have accepted these Terms and Conditions upon the earlier of You signing this Agreement or upon receiving the Payment Terminal and/or the Accompanying Services from Us. It is understood between that Parties that the Charges are payable irrespective of usage.
1.6 You must pay all Charges by direct debit on the due date and prompt payment is an essential condition of this Agreement. If Charges are not paid when due, it will be considered a material breach of this Agreement and we reserve the right to suspend or terminate some or all of Our Accompanying Services. In addition, We will charge You interest at 4% per annum above the base rate of Barclays Bank Plc. These rights are in addition to any other legal rights we may have, which we may also rely upon.

2. Accompanying Services

We will provide the following Accompanying Services for Your Payment Terminal:
2.1 Airtime Services
2.1.1 Our Airtime Services are limited to: (i) providing Payment Terminal with a SIM card; and (ii) arranging continuous connection to a suitable Network (subject to Clause 3 below) (collectively the “Airtime Services”);
2.1.2 The Charges for Airtime Services may be subject to an increase after the Minimum Term of this Agreement as such services are provided by a third-party Network provider who may increases the cost of such Airtime Services to Us from time to time.
2.2 Payment Terminal Services
2.2.1 Our Payment Terminal Services are limited to the following: (i) providing the Payment Terminal to You solely for the purpose of carrying out Transactions; (ii) to configure the Payment Terminal with appropriate software for the processing of Transactions or Refunds for a Payment Card accepted by You under the terms of Your agreement with an Acquirer; (c) providing software upgrades from time to time; and (d) ensuring secure routing for Payment Card
authorisations and Transactions to and from Your Acquirer (the “Payment Terminal Services”).
2.3 Help-Desk Services
2.3.1 We will provide Help-Desk Services on the telephone number shown on the Order Form, which are available in the U.K. on Monday to Saturday between 8am and 11pm, and Sunday between10am to 5pm. We will provide Help-Desk Services via telephone/email/online for operational difficulties (the “Help-Desk Services”).
2.4 Replacement Services
2.4.1 Should the Payment Terminal develop a fault, we will, unless prevented by circumstances beyond our control, provide a replacement Payment Terminal within 24 hours (the “Replacement Services”). This assurance is provided on a best endeavours basis and does not imply a guaranteed service.
2.4.2 Any replacement Payment Terminal we provide to You, will be appropriately configured for use and will be of a similar or improved specification, but may be a refurbished device.
2.4.3 We will not replace or repair the Payment Terminal in case of accidental damage, misuse, water damage or wilful damage, theft or loss of the Payment Terminal. We are not responsible for faults related to batteries, Network outages or to any third-party devices or Accessories that are not part of Payment Terminal provided by us.
2.4.4 We shall be entitled to levy a charge in respect of a Payment Terminal, which upon inspection, is not found to be faulty.
3. Network Service Limitations
3.1 We will always try to make our Accompanying Services available to You, but sometimes they may be affected by circumstances beyond our control, including (inter alia) the availability of Network. We may suspend certain Accompanying Services due to circumstances beyond our control including but not limited to scheduled or unscheduled maintenance, but will endeavour to give as much notice as practical.
3.2 The Accompanying Services are made available subject to:
3.1 We will always try to make our Accompanying Services available to You, but sometimes they may be affected by circumstances beyond our control, including (inter alia) the availability of Network. We may suspend certain Accompanying Services due to circumstances beyond our control including but not limited to scheduled or unscheduled maintenance, but will endeavour to give as much notice as practical.
3.2.1 any software, upgrades or other intellectual property relating to the Payment Terminal or Accompanying Services not being replicated, copied, modified or sub-licensed by You without our specific written consent;
3.2.2 not being used for or to access anything illegal, immoral or improper;
3.2.3 being used only with the Payment Terminal and SIM cards provided by Us on the Network and in compliance with applicable laws;
3.2.4 the SIM card not being used for any other purposes or otherwise modified or removed from the Payment Terminal;
3.2.5 all reasonable instructions issued by Us from time to time;
3.2.6 the Payment Terminal being within range of the base station(s) forming part of the Network;
3.3 Your payment obligations shall not be affected by the unavailability of the Accompanying Services that are outside Our control.
4. Operational Terms

You hereby agree throughout the duration of this Agreement:
4.1 to use the Payment Terminal in accordance with any operating instructions we provide You;
4.2 to keep the Payment Terminal in good repair and condition and not remove any identifying marks on it;
4.3 to indemnify us against the full cost of repair or replacement (other than as may be covered under Clause 2.4);
4.4 to keep the Payment Terminal in Your own possession, in the United Kingdom and not to alter, sell, lend or otherwise deal with it nor to allow any charge or lien or similar right to be created over it;
5 Indemnity

You agree to keep us fully indemnified at all times against:
5.1 all losses, actions, claims, demands, costs or expenses that We incur, and which arises from Your use, possession, operation, condition or maintenance of the Payment Terminal or Your failure to carry out any obligation under this Agreement: and
5.2 any recovery or enforcement costs which shall include, but not limited to, (i) the fixed sum of £1,100 plus VAT for our enforcement administration; (ii) court fees; (iii) fees for enforcement of county court judgement; and (iv) £500 for the value of the Payment Terminal if it is not returned in accordance with clause 7.4,

Such charges being incurred as a result of us having to issue a County Court claim against You for unpaid Charges or any breach of the terms of this Agreement.
6 Liability

We have no other duty or liability to You other than that set out in this Agreement, and:
6.1 nothing in this Agreement removes or limits either party’s liability for death or personal injury caused by negligence or those that may not be excluded by law;
6.2 except as set out in Clause 6.1, our aggregate liability to You shall not exceed the annual Charges payable in a 12 month period preceding such liability as and when it may have arisen;
6.3 We are not liable to You in any way for any remote, indirect or consequential damages which may include loss of income, business or profits,
6.4 We will not be liable to You if we cannot carry out our duties or provide our Accompanying Services because of something beyond our control.
7 Termination
7.1 Subject to the terms of Clause 7.3 below, either Party may terminate this Agreement at any time after expiry of the Minimum Term, by the giving the other Party one month's notice in writing.
7.2 We can terminate this Agreement at any time and stop providing the Accompanying Services for a material breach including but not limited to:
7.2.1 You fail to pay any Charges or other sums due under this Agreement when due or breach a material term or condition of this Agreement;
7.2.2 You breach any other condition of this Agreement and do not put it right within 7 days of Us asking You to so;
7.2.3 You become bankrupt or make any arrangement with Your creditors or are liquidated or have an Administrator or
receiver appointed or suffer any other form of insolvency event;
7.2.4 You use the Payment Terminal and / or Accompanying Services not in accordance with this Agreement or for any illegal or fraudulent purposes.
7.3 Upon termination of this Agreement for any reason, You must, pay us immediately (as applicable):
7.3.1 any Charges due and payable in accordance with the Agreement;
7.3.2 Indemnity as set out in clause 5; and
7.3.3 all Charges which would have been payable for the remainder of the Minimum Term.
7.4 Upon termination, You shall return to Us the Payment Terminal and SIM card in good workable condition and complete with all Accessories provided by Us. You should contact us within 14 days of the date of termination at the address given on the Commercial Terms to make arrangements for re- delivery and valuation of the Payment Terminal for this purpose. Should you fail to contact us within the time period specified in this clause 7.4 you shall indemnify us for the Payment Terminal in accordance with clause 5.2.
8. Data Protection
8.1 Each party agrees to comply with its obligations under the Data Protection Legislation, and We agree to process any personal data that You provide us in accordance with Our privacy policy as updated from time to time, available at www.pozitivepayments.com.
8.2 You must not record or pass to any third party any Personal Information other than as permitted by the terms of this Agreement.
9 General
9.1 If You are more than one person, each person shall be jointly and severally liable under this Agreement.
9.2 You may not transfer Your account or any of Your rights and responsibilities under this Agreement.
9.3 We may assign or transfer our rights under this Agreement to another party without Your consent to a third party ("Assignee"). If we assign or transfer all or any our rights under this Agreement, You will pay all Charges relating to the Airtime Service to the Assignee without deduction, set- off or counterclaim irrespective of whether or not You are using the Payment Terminal for any reason whatsoever. The Assignee will have no obligations to You under this Agreement whether in relation to the Payment Terminal and/or the Accompanying Services. We will, however, continue to remain liable to You for the performance of such Accompanying Services and/or the provision of the Payment Terminal.
9.4 You are responsible for procuring Accessories necessary for the operation of the Payment Terminal or the Accompanying Services.
9.5 You must advise us in writing about any change in the address supplied to Us in the Commercial Terms.
9.6 Any concession or extra time that We allow You only applies to the specific circumstances in which We give it to You and shall not be deemed to be a contractual right. It does not affect Our
rights or constitute a waiver of Our rights under this Agreement in any other way.
9.7 The laws of England & Wales will apply to this Agreement, and any disputes will be settled in the courts of England.
9.8 This Agreement does not confer any benefit on any third party under The Contracts (Rights of Third Parties) Act 1999.
9.9 Failure by a party to enforce rights under this Agreement is not a waiver of such rights and shall not prevent that party from taking further action.
9.10 This Agreement supersedes all prior arrangements, understandings and agreements between the parties relating to the provision of the Payment Terminal and Accompanying Services and sets out the entire agreement between the parties. Any variation to this Agreement can only be carried out by a written agreement executed between the parties. Neither Party has relied on any representation arrangement understanding or agreement (whether written or oral) not expressly set out in this Agreement.
 

Instruction to your Bank or Building Society to pay by Direct Debit

 

Pozitive Payments Limited
Floor 10 (North West),
One Canada Square,
Canary Wharf,
London, England, E14 5AB

Instruction to your Bank or Building Society Please pay GoCardless Re Pozitive Payments Limited Direct Debits from the account detailed in this Instruction subject to the safeguards assured by the Direct Debit Guarantee. I understand that this Instruction may remain with GoCardless Re Pozitive Payments Limited and, if so, details will be passed electronically to my Bank/Building Society.

Name and full postal address of your Bank or Building Society

Banks and Building Societies may not accept Direct Debit Instructions for some types of accounts.

The Direct Debit Guarantee

  • This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits
  • If there are any changes to the amount, date or frequency of your Direct Debit Pozitive Payments Ltd. will notify you 5 working days in advance of your account being debited or as otherwise agreed. If you request Pozitive Payments Ltd. to collect a payment, confirmation of the amount and date will be given to you at the time of the request
  • If an error is made in the payment of your Direct Debit, by Pozitive Payments Ltd. or your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society – If you receive a refund you are not entitled to, you must pay it back when Pozitive Payments Ltd. asks you to
  • You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please also notify us.
 

DEED OF GUARANTEE*

 

This Deed of Guarantee is made on (Date) between in favour of Pozitive Payments Limited of One Canada Square, Canary Wharf, Floor 10 (North West), London, England, E14 5AB (“Pozitive Payments”) and by of (“the Guarantor”).

Wherein, Pozitive Payments has entered into a Card Services Agreement dated with (“Customer”) for the provision of services and equipment (the “Agreement”). The Guarantor agrees to personally guarantee the due and punctual performance of its obligations under the Agreement. It is agreed between the parties as follows:

1. GUARANTEE
1.1 The Guarantor irrevocably and unconditionally guarantees to the Pozitive Payments the due and punctual performance by the Customer of all obligations under the Agreement, including but not limited to the payment of all amounts due and compliance with all non-monetary obligations.
1.2 If the Customer fails to perform any of its obligations under the Agreement, the Guarantor shall, on demand by the Pozitive Payments, perform such obligations as if they were the principal obligor.

2. INDEMNITY
2.1 As a separate and independent obligation, the Guarantor shall indemnify and hold harmless the Pozitive Payments from and against all losses, damages, costs, and expenses arising from any failure of the Customer to perform its obligations under the Agreement.

3. CONTINUING GUARANTEE
3.1 This Guarantee shall be a continuing guarantee and shall remain in full force and effect until all obligations under the Agreement have been fully discharged, notwithstanding any amendments, extensions, or modifications to the Agreement.

4. WAIVER OF DEFENCES
4.1 The Guarantors obligations shall not be affected by:
(a) Any variation, waiver, or extension of the Agreement;
(b) The insolvency, bankruptcy, or liquidation of the Customer;
(c) Any failure or delay by the Pozitive Payments in enforcing its rights;
(d) Any other event or circumstance that might otherwise release or discharge the Guarantor.

5. DEMAND AND PAYMENTS
5.1 Any demand under this Guarantee shall be made in writing to the Guarantor at their address (or such other address as notified in writing).
5.2 The Guarantor shall make payment or perform the obligations required within days of receiving a demand from Pozitive Payments.

6. ASSIGNMENT
6.1 The Pozitive Payments may assign or transfer its rights under this Guarantee without the Guarantor’s consent.
6.2 The Guarantor may not assign or transfer its obligations under this Guarantee.

7. GOVERNING LAW AND JURISDICTION
7.1 This Guarantee shall be governed by and construed in accordance with the laws of England & Wales.
7.2 The parties submit to the exclusive jurisdiction of the courts of London, U.K.

SIGNED AS A DEED AND DELIVERED BY, OR FOR AND ON BEHALF OF POZITIVE PAYMENTS LIMITED:

Full Name of Signatory
Email Address of Signatory
Signature
Date

In the presence of:

Full Name of Signatory
Email Address of Signatory
Signature
Date

SIGNED AS A DEED AND DELIVERED BY, OR FOR AND ON BEHALF OF THE GUARANTOR:*:

In the presence of:

Full Name of Guarantor *
Email Address of Guarantor *
Residential Address *
Signature
Date
Full Name of Witness
Email Address of Witness
Residential Address
Signature
Date


Full Name of Guarantor
Email Address of Guarantor
Residential Address
Signature
Date

In the presence of:

Full Name of Witness
Email Address of Witness
Residential Address
Signature
Date