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Terms and Conditions

 

 

1 INTERPRETATION AND APPLICATION

  • The definitions and rules of interpretation set out below apply in these Terms and Conditions:

Acquirer” means the financial institution to which your Payment Transactions and Refund instructions are routed for authorisation and settlement;

“Additional Charges” means any charges, other than the Charges, payable by you under this Agreement including but not limited to those charges contained in Clauses 5.1, 5.3 and 5.4;

Agreement” means these Terms and Conditions including any other sheets to which they are attached or with which they are provided;

“Availability” means the total duration, expressed as a percentage of the total Duration of the calendar month concerned, of the availability of PaymentPlus Core Service.

“Business Day” means Monday, Tuesday, Wednesday, Thursday and Friday with the exception of UK Bank Holidays.

Card” means a current and valid credit, debit or charge card that may be accepted for processing under the terms of this Agreement;

Cardholder” means the individual holder of a Card;

Charges” means any and all of the charges for the Services provided by PaymentPlus as set out in this Agreement or as amended by us from time to time;

 

“Core Services” means transaction authorisation and batch forwarding transactions to the Acquirer for settlement to the Merchant under the terms of the Acquirer Agreement;

Data Protection Legislation” means all privacy laws applicable to the data that is processed under or in connection with this Agreement, including EU Directive 94/96/EC and 2002/58/EC, as interpreted by the DPA (or equivalent local laws), all regulations made pursuant to and in relation to such legislation and including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (or equivalent local regulations) together with all codes of practice and other guidance on the foregoing issued by any relevant Data Protection Authority, all as amended from time to time and including the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) from 25 May 2018;

Document” includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;

“DPA” means the Data Protection Act 2018 (as amended or replaced from time to time).

Duration means the total time, usually expressed in minutes, comprising any particular calendar month;

Fixed Charge” means the monthly fixed charges set out on the front page, payable per calendar month of the Agreement in respect of the Merchant being given access to the Services (including, without limitation, the issuing of a user name and password to the Merchant by PaymentPlus for this purpose);

Inclusive Transaction Bundle ” means the monthly volume of transactions which are included within the monthly Fixed Charge as set out on the front page of this Agreement;

Intellectual Property Rights” (“IPR”) means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, knowhow, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Merchant” means the person, firm or company including its officers, employees and agents that purchases Services from PaymentPlus as set out on the front page of this Agreement;

Merchant Information” means data and any other materials (in whatever form) published or otherwise made available (directly or indirectly) by the Merchant or on behalf of the Merchant by using the Services or relating to the Services. Merchant Information may include information about the Merchant itself (including individual employees or representatives) or permitted users or clients of the Merchant (or prospective clients) that may include personal data subject to laws or regulations;

Minimum Term” means the Minimum Term as shown on page 2 of this Agreement, as extended in accordance with Clause 6.1;

MPTV” means the maximum permitted transaction volume set at 10 concurrent transactions per second as standard and may be increased with advance notice;

“Non-Availability” means the total duration, expressed as a percentage of the total Duration of the calendar month concerned, of the non-availability of PaymentPlus Core Service except where such non-availability arises as a result of any Excluded Incident or as a result of anything additionally specified below;

“PaymentPlus” is as set out on the front page 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 by 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 Cardholder’s Card;

PCI” means the Payment Card Industry;

PCI:DSS” means the Payment Card Industry Data Security Standard;

“Qualifying Merchant” means a Merchant who has an agreement with PaymentPlus for the Services who is eligible to operate those services, as solely determined by us;

Refund” means a Card transaction which has been processed with the intention of monies being remitted back to the Cardholder’s Card account;

Services” means the services to be provided by PaymentPlus under the Agreement for the authorisation and payment of Card Transactions (“Core Services”) together with the provision of the necessary interface through which authorisation and payment of credit/debit/charge card transactions takes place (“Ancillary Services”);

Special Conditions” means special conditions relating to particular aspects of the Service required as set out in the Agreement or otherwise that applies more particularly as agreed between the Parties;

Support” means the first line support services relating to diagnosis of errors, restoration of functionality and mandatory system upgrade by way of correction, re configuration, patch provision, driver update, software re-load, interface guideline update or user guidance to remedy a fault and the implementation of mandatory updates, adjustments, additions or modifications to the Services as PaymentPlus may prescribe from time to time. On rare and critical occasions PaymentPlus may call out and provide assistance;

“Territory” means the United Kingdom;

Third Party Provider” means a service or goods provider that is unconnected with PaymentPlus and provides solutions different from and complementary to PaymentPlus;

Throughput Charge” means the monthly charge payable in arrears for each month of the Term comprising the Fixed Charge plus Overage Charge per transaction if applicable;

Transaction” means a Card transaction including 3D Secure authentication requirements and is defined as a successful or declined pre-authorisation, full authorisation or refund

VAT” means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Headings in these conditions are for convenience only and will not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 References to gender include all genders.

1.5 Terms defined in the Data Protection Legislation, such as “personal data” “processed” “data subject” “data processor” and “data controller” will bear the same meanings where used in this Agreement, as those definitions apply from time to time.

1.6 Reference to writing or written includes writing whether in human or machine readable form. 1.7 Any obligation in this Agreement on a person not to do something includes, without limitation, an obligation not to agree to, allow, permit or acquiesce to that thing being done by any party.

1.8 These conditions will:

1.8.1 apply to and be incorporated into the Agreement; and

1.8.2 prevail over any inconsistent terms or conditions (whether express or implied) contained, or referred to, in any Merchant purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Merchant, or that have been or may be entered into between the Parties implied by law, trade custom, practice or course of dealing.

1.8.3 Where the Merchant has elected to purchase the Omnichannel service, and has entered into the Omnichannel Schedule, the terms of the Omnichannel Schedule will take effect as Special Conditions, but only in respect of the Omnichannel and not in respect of any other Services.

1.8.4 An Agreement for the supply and purchase of the Services on and subject to these conditions will be established at such time as the Merchant has signed the Agreement. The Merchant’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document will not govern the Agreement.

1.8.5 Quotations are given by PaymentPlus on the basis that no Agreement will come into existence except in accordance with these conditions. Any quotation can be withdrawn or amended by PaymentPlus at any time prior to an Agreement being formed.

 

2 COMMENCEMENT AND DURATION

The Agreement will commence on the Commencement Date and continue unless terminated by either Party in accordance with the Agreement.

 

3 PAYMENTPLUS OBLIGATIONS, RIGHTS AND SERVICE LEVEL AGREEMENT (SLA)

PaymentPlus Obligations

3.1.         If we are satisfied that you are a Qualifying Merchant and on execution of this Agreement by us, we agree to provide you with login credentials to access the Services, for the Minimum Term and thereafter until this Agreement is terminated in accordance with Clause 10, in accordance with this Agreement.

3.2.         Where it is part of the business service offered by us to you, we will arrange for you to directly enter into an agreement with an Acquirer. Such Acquirer agreement shall not form part of this Agreement between us, and PaymentPlus shall not be responsible for any matter arising under the Acquirer agreement.

3.3 PaymentPlus will aim to provide Availability of ≥ 99.9% minus any Excluded Incident Suspension;

PaymentPlus Rights:

3.4 PaymentPlus may terminate the Agreement under Clauses 10.1 or 10.3;

3.5 PaymentPlus may suspend the Services or any part thereof (“Excluded Incident Suspension”) at any time with immediate effect for operational reasons; and

3.6 PaymentPlus may not be held responsible for internet infrastructure issues beyond its own system.

 

4 MERCHANT OBLIGATIONS

 

4.1 The Merchant will:

4.1.1 allow PaymentPlus to use and copy the Merchant Information to enable PaymentPlus to carry out its obligations under the Agreement, including providing PCI compliant fraud screening services, as provided for in Section 29 of the Data Protection Act 2018;

 

Security

4.1.2 be responsible for the security and proper use of all user identities (“User IDs”) and passwords in connection with the Services and inform PaymentPlus immediately if there has been (or is likely to be) a breach of security or misuse of the Service;

4.1.3 promptly change any or all of the passwords used in connection with the Service when requested to do so by PaymentPlus, where PaymentPlus reasonably believes that there is or is likely to be a breach of security or misuse of the Services;

4.1.4 promptly inform PaymentPlus if any of the information supplied on or in relation to this Agreement changes;

4.1.5 not store card details on its systems whether in plain text or encrypted form;

4.1.6 immediately notify PaymentPlus if it becomes aware of any unauthorised use of all or any part of the Services;

 

Use of the Service

4.1.7 only access the Services as permitted by the Agreement and not make any attempt to circumvent the system security of the Services or those of PaymentPlus at any time;

4.1.8 acknowledge and accept that PaymentPlus will have no responsibility for, nor any liability to the Merchant in respect of, any Authorisation and/or Settlement process provided by any Third Party Provider;

4.1.9 You hereby agree throughout the duration of this Agreement to indemnify and keep us fully indemnified at all times against all losses, actions, claims, demands, costs or expenses arising directly or indirectly from the use of the Services or your failure to carry out any obligation under this Agreement.

 

Regulations

4.1.9 comply with all legislation, instructions or guidelines issued by any regulatory authority, relevant licensors and any other codes of practice that apply to the Merchant;

4.1.10 not hold PaymentPlus liable in respect of any misuse of PaymentPlus Services by the Merchant or any third party;

 

Identification of the PCI compliant gateway entity

4.1.11 where required for the purposes of integration with acquirers identify “Cardstream” as the PCI compliant gateway entity.

 

5 CHARGES AND PAYMENT

5.1 You agree to pay the Charges set out on the front page of this Agreement promptly for the duration of the Minimum Term and until this Agreement is terminated under Clause 10.  You accept these terms and conditions when you sign this Agreement.  All prices are exclusive of VAT.  You will pay us VAT where applicable on any sums due under this Agreement at the prevailing rate from time to time.

5.2 You will pay the Charges applicable for each respective period during the Minimum Term whether or not you use the Services.  After the end of the Minimum Term, the Services shall continue, provided you continue to pay the Charges, unless and until this Agreement is terminated in accordance with Clause 10.

5.3 PaymentPlus will issue an invoice to you dated the last day of each calendar month in respect of the monthly amount due in respect of all Charges arising from the use of the Services by you in that calendar month.

5.4 You must pay all Charges detailed in this Agreement by direct debit on the due date and prompt payment is an essential condition of this Agreement. If Charges or other sums are not paid when due, we can suspend or terminate some or all of the Services and charge you interest on any sums due to us under this Agreement but unpaid at 8% above the Bank of England Base Rate from the due date to the date of payment, such interest to run day to day and after as well as before any judgement, with a minimum charge of £5.00.  These rights are in addition to any other legal rights we may have, which we may also rely upon.

5.5 If you cancel a direct debit without telling us and/or your bank requests us to refund a payment that we have collected by direct debit, we will make a charge of £45.00.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in the Services will be owned by PaymentPlus or its partners, providers or suppliers.

 

7 NON-DISCLOSURE, CONFIDENTIALITY AND PAYMENTPLUS PROPERTY

7.1 The Merchant and PaymentPlus both agree that all commercial arrangements including the names of Third Parties, their customers, all Charges, Special Conditions and Services within this agreement will not be disclosed to any third party and will remain strictly confidential.

7.2 Both the Merchant and PaymentPlus will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives that are of a confidential nature and have been disclosed to their employees, agents, consultants or subcontractors.

7.3 Either Party may disclose such information:.

7.3.1 if is publicly available or already known by the receiving party provided such knowledge has not been obtained in breach of the Agreement;

7.3.2 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out its obligations under the Agreement; and

7.3.3 as may be required by law, court order or any governmental or regulatory authority.

7.4 Each Party will ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this Clause 7.

7.5 Each Party will not use any such information for any purpose other than for the purposes of the Agreement.

7.6 All materials will, at all times remain the exclusive property of the originating Party (or any relevant Third Party).

7.7 The Merchant agrees that once the Agreement has been entered into, PaymentPlus may issue a press release (or any other form of public communication) relating to the entry into the Agreement. The Merchant will have the opportunity to approve such a release and such approval will not be unreasonably withheld or delayed.

 

8 LIMITATION OF LIABILITY

8.1 We are only liable to you as set out in this Agreement.  We have no other duty or liability to you.

8.2 Nothing in this Agreement removes or limits our liability for death or personal injury caused by our negligence or any other liability that cannot be limited or excluded by law.

8.3 Except as set out in Clause 8.2, our entire liability to you arising as a result of this Agreement whether in tort, for breach of contract, for breach of statutory duty or otherwise will be limited to the Charges paid by you to us for the Service which is the subject matter of the claim.

8.4 We shall have no liability to you in any way for any loss of income, business or profits, loss or corruption of data, or any indirect, consequential, special or punitive damages and losses even if advised of the possibility of the same.

8.5 We will not be liable to you if we cannot carry out our duties or provide the Service because of any matter beyond our control, including without limitation Force Majeure events.

8.6 We shall have no liability to you for any damage or fault caused by the failure of communication networks that are beyond our control, including but not limited to any internet connection.

8.7  In no event shall we be liable for the quality, content or accuracy of the information received through or as a result of the use of the Services.

8.8 We shall have no liability for any loss, damage or fault whatsoever arising out of your failure to comply with any of the obligations set out in this Agreement.

8.9 We shall have no liability in relation to the acts or omissions of any third party including without limitation any fraudulent acts or omissions of any such third party.

 

9 DATA PROTECTION

9.1 The Parties agree that they will perform their obligations under the Agreement in strict compliance with the Data Protection Legislation. For the purposes of the Agreement, references to “the Merchant’s personal data” will include personal data obtained from Third Parties and individuals using Third Party services. Merchant warrants and undertakes that it has and will only process personal data obtained from Third Parties on the basis of a valid and recorded legal basis. The Merchant further warrants and undertakes that its Third Party agreements will permit PaymentPlus to process the personal data of Third Parties and the individual users of their services as contemplated by the Agreement.

9.2 The Merchant acknowledges that the Merchant’s personal data will be processed by and on behalf of PaymentPlus in connection with its provision of the Services for the purposes of performing the Agreement and for the purposes of PaymentPlus’ legal and regulatory obligations and its legitimate interests.

9.3 In processing Merchant’s personal data obtained from Third Parties and individuals using Third Party services as contemplated by clause 9.1, PaymentPlus will act as data processor for the Merchant and accordingly the Parties acknowledge that:

9.3.1 The Merchant alone will determine the purposes for which and the manner in which personal data (as defined in the DPA) are, or are to be, processed in the performance of the Services;

9.3.2 PaymentPlus will be the data processor (as defined in the Data Protection Legislation) in respect of the personal data processed as required for performance of the Services.

9.4 The Merchant warrants and undertakes that any instructions given by it to PaymentPlus (whether specific or non-specific) in respect of the processing of personal data will at all times be in accordance with the requirements of the Data Protection Legislation and that compliance with such instructions by PaymentPlus in its provision of the Services will not put the Merchant or PaymentPlus in breach of the Data Protection Legislation.

9.5 Any obligation on PaymentPlus or the Merchant under this Clause 9 to do, or refrain from doing, any act or thing will include an obligation on PaymentPlus or the Merchant respectively to procure that its employees, agents and sub-contractors (if any) also do, or refrain from doing, such act or thing.

9.6 In respect only of personal data that PaymentPlus processes on behalf of the Merchant in connection with the Services, PaymentPlus will:

9.6.1 only process the personal data in such a manner as is necessary for the provision of the Services or as is required by law or any regulatory body or otherwise as appropriate including, where necessary, involving credit reference, fraud prevention and law enforcement agencies and other organisations in relation to preventing fraud and money laundering;

9.6.2 promptly notify the Merchant if it receives a request from a data subject (as defined in the Data Protection Legislation) to have access to personal data or any other complaint or request relating to the Merchant’s obligations under the Data Protection Legislation and provide full co-operation and assistance to the Merchant in relation to any such complaint or request (including, without limitation, by allowing data subjects to have access to their personal data); and

9.6.3 otherwise provide reasonable assistance to the Merchant as necessary to allow the Merchant to comply with the Data Protection Legislation.

 

10 TERMINATION

10.1 Either party can terminate this Agreement at any time after expiry of the Minimum Term, by the giving of one months’ notice in writing to the other party.

10.2 If you terminate this Agreement at any time before expiry of the Minimum Term as may be extended in accordance with Clause 10.1 above, you shall be liable to pay the sums set out in Clause 11.1.

10.3 PaymentPlus may immediately suspend the provision of the Services and/or terminate the Agreement or any part of the Agreement without liability to you if:

10.3.1.  you fail to pay any Charges or other sums due under this Agreement when due;

10.3.2.  you breach any other condition of this Agreement and where the breach is capable of being remedied you fail to remedy it to our reasonable satisfaction within 7 days of us asking you to;

10.3.3. 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;

10.3.4. you are unable to pay your debts as they fall due;

10.3.5. if you are a body corporate and there is a change of control or ownership of your issued share capital resulting in a third party holding 50% or more of your issued shares; or

10.3.6 you cease to be a Qualifying Merchant.

10.4.    Termination of this Agreement shall have no effect on the rights, obligations and remedies of either party which have arisen prior to termination.

  1. Consequences of Termination

11.1.      Upon termination of this Agreement for any reason, you must, pay us immediately:

11.1.1.   any and all sums then due and owing and;

11.1.2.   all Charges which would have been payable for the remainder of the Minimum Term but for the termination.

11.2 On termination of the Agreement for any reason the accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination will not be affected.

11.3 On termination of the Agreement for any reason, the following Clauses will survive and continue in full force and effect:

11.3.1 Clause 6 (IPR);

11.3.2 Clause 7 (Non-Disclosure, Confidentiality and PaymentPlus Property);

11.3.3 Clause 8 (Limitation of Liability);

11.3.4 Clause 9 (Data Protection);

11.3.5 Clause 10 (Termination);

11.3.6 Clause 11 (Consequences of Termination); and

11.3.7 Clause 21 (Governing Law and Jurisdiction).

 

12 FORCE MAJEURE

12.1  Subject to Clause 12.2 below, neither Party will be liable to the other under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes; failure of a utility service or transport network; failure of or interruption to the internet or any other communication network; act of God and natural disaster; war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, storm; or default of suppliers or subcontractors.

12.2 Merchant will still be liable for its payment obligations to PaymentPlus unless its ability to make such payment is affected by a Force Majeure event affecting it’s bank.

 

13 VARIATION AND SCOPE CHANGE

13.1 PaymentPlus may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements or PCI standard guidance, provided that such changes do not materially affect the nature, scope of, or the Charges for the Services. If PaymentPlus requests a change to the scope of the Services or the conditions of the Agreement for any other reason, the Merchant will not unreasonably withhold or delay consent to it.

13.2 No variation of the Agreement or these conditions or of any of the documents referred to in them will be valid unless it is in writing and signed or acknowledged by or on behalf of each of the Parties.

 

14 WAIVER

14.1 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given.

 

15 SEVERANCE

15.1 If any provision of the Agreement (or part of any provision) is found by any Court to be invalid, illegal or unenforceable, that provision or part-provision will be deemed not to form part of the Agreement and the validity and enforceability of the other provisions of the Agreement will not be affected and the Parties will negotiate in good faith to amend such provision so as to achieve the Parties’ original commercial intention.

 

16 ENTIRE AGREEMENT

16.1 The Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes all previous agreements between the Parties relating to its subject matter.

16.2 Subject to Clause 16.3, each Party acknowledges that, in entering into the Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, warranty understanding or agreement (whether made orally or in writing), other than as expressly provided in the Agreement.

16.3 Nothing in this Clause 16 will limit or exclude the liability of either Party for fraud.

 

17 ASSIGNMENT

17.1 PaymentPlus reserves the right to assign, transfer, charge, mortgage, subcontract, or deal in any other manner with any or all of its rights and obligations under the Agreement without your consent.

17.2 The Merchant having rights under the Agreement is acting on its own behalf and not for the benefit of another person, and shall have no rights to assign, transfer, charge, mortgage, subcontract, or deal in any other manner with any or all of its rights and obligations under the Agreement .

 

18 NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the Parties, nor constitute any Party the agent of another Party for any purpose. No Party will have authority to act as agent for, or to bind, the other Party in any way.

 

19 RIGHTS OF THIRD PARTIES

A person who is not a Party to the Agreement will not have any rights under or in connection with it pursuant to the Agreement (Rights of Third Parties) Act 1999 but nothing in the Agreement will affect any right or remedy of a Third Party that exists or is available otherwise than as a result of that Act.

 

20 MISCELLANEOUS

20.1 If you are more than one person, each person shall be jointly and severally liable under this Agreement.

20.2 You may not assign, mortgage, charge or sub-let this Agreement or any of the rights hereunder.

20.3 You must advise us in writing about any change in your address, contact name or contact telephone number supplied to us.

20.4 Any concession or extra time that we allow you only applies to the specific circumstances in which we give it. It does not affect our rights under this Agreement in any other way.

20.5 We shall be entitled to raise proceedings in any court of competent jurisdiction.

20.6 This Agreement does not confer any benefit on any third party under the Contracts (Rights of Third Parties) Act, 1999 or otherwise and the parties may vary, rescind or terminate this Agreement without consent of any other person.

20.7 Failure by a party to enforce rights under this Agreement shall not prevent that party from taking further action.

20.8 We may subcontract our obligations under this Agreement or any of them.

20.9 The fact that we do not claim at any time any one of the present general terms and conditions shall not be interpreted as a waiver of a later exercise of such a condition. In the event that any term or condition in this Agreement shall be determined to be void or unenforceable in whole or in part for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining terms or conditions or parts thereof contained in this Agreement and such void or unenforceable terms or conditions shall be deemed to be severable from any other terms or conditions or parts thereof herein contained.   In the event that any of the terms or conditions herein contained be held unreasonable by reason of the area, duration or type or scope of service covered by the said term or condition then the said term or condition shall be given effect to in its reduced form as may be decided by any court of competent jurisdiction.  You hereby acknowledge and agree that all of the restrictions contained herein are reasonable and valid and hereby waive any and all defences to the strict enforcement thereof by us.

20.10 You understand and permit as follows: that data including personal information and commercial and financial information about you and/or your officials and management and directors as appropriate will be collected before and after the execution of this agreement by PaymentPlus and/or its sub-contractors and may for business purposes be shared amongst them and may be used by them for the purposes of their business with you but always in a manner recognising your confidentiality and commercial interests.  You warrant that you have the explicit consent of those whose information you have disclosed and their agreement to its usage as described herein.

20.11 You shall, at our request and at no cost, execute such documents and do or procure the doing of such acts and things as we may reasonably require for the purpose of giving us the full benefit of all the provisions of this Agreement.

20.12 This Agreement may be modified by us on written notice from us to you.

20.13 This Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.

 

21 NOTICES

21.1 Any notice required to be given under the Agreement will be in writing and will include delivery of the communication to the address listed below in this subsection either in person; or by pre-paid first class post; or by recorded delivery; or by commercial courier; or by e-mail.

21.2 Addresses and details to be used for delivery are as set out on the front page or as set out below:

PaymentPlus email: [email protected]

21.3 Any notice will be deemed to have been duly received if delivered personally, when left at the address as specified on the front page or as otherwise notified to the other Party in writing; or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email to the email address of the other party listed on the front page or set out above in 21.2.

21.4 This Clause 21 will not apply to the service of any documents in any proceedings or any legal action.

 

22 GOVERNING LAW AND JURISDICTION

22.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by and construed in accordance with the law of England and Wales.

22.2 The Parties irrevocably agree that the Courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).