Merchant Services Terms and Conditions

We want to make sure that you are happy and comfortable using the Nochex Emoney payment system. We are conscious of our legal obligations to you and your rights as a user of our web site.

The account type referred to as Nochex Personal accounts was previously known as a Nochex Standard accounts, the account name was changed on 6th February 2006.

To help you better understand Nochex we have set out a description of the service we offer together with the terms and conditions of the contract that will apply to your Nochex Personal account. You should make sure that you read both the service arrangements and the terms and conditions carefully.

With the exception of clause 7.1 and clause 7.2 all references to Nochex Personal account shall apply equally to Nochex Personal Plus account. Clauses 7.1 and 7.2 do not apply to holders of validated Nochex Personal Plus accounts.

I. THE NOCHEX SERVICE (Nochex Personal account and Nochex Personal Plus account)

1. The Service

1.1 The Nochex Personal account service allows you to Send and Receive Emoney payments using your Nochex Personal account. Once you have successfully registered with us and your account has been activated, you may instruct us to make an Emoney payment by entering the following details on the “Send Money” page of the Nochex website: –

1.1.1 The email address of the person or business who is to receive the payment (the recipient); and

1.1.2 The amount of Emoney you wish to send; and

1.1.3 An optional message, if you wish to add a reference to your Emoney payment.

1.2 If you wish to send Emoney from your Nochex Personal account, providing that the proposed Emoney payment:-

1.2.1 does not exceed the balance in your Nochex Personal account; and

1.2.2 would not take the recipient’s Emoney balance above the limit for that account

once we have received your instructions we will immediately Send the Emoney payment to the recipient’s Nochex account, and notify you both that we have done so.

1.3 If you wish to “Transfer ” using your Nochex Personal account, the value of Emoney purchased will be charged to your selected card, providing that the proposed Emoney payment:-

1.3.1 meets the Nochex criteria; and

1.3.2 would not take the recipient’s Emoney balance above the limit for that account

once we have received your instructions we will immediately send the Emoney payment to the recipient’s Nochex account, and notify you both that we have done so.

1.4 If the recipient does not yet have a Nochex account, we will also send them an email asking them to register and activate an account with us in order to receive the Emoney that you have sent to them. As soon as the recipient of Emoney sent by you has completed the registration process, your transaction to Send Emoney to them will become irrevocable and can not be cancelled by you.

1.5 Is you are Receiving Emoney from another Nochex account holder, providing that we believe that you have acted in good faith, if a chargeback claim arises as a result of the Nochex account holder maintaining that they did not authorise the transaction to purchase Emoney, Nochex will assume from you the responsibility for refunding the cardholder.

However, in all other circumstances if a payer’s Emoney purchase transaction that is credited to your account is subject to chargeback you agree that you are responsible for refunding the payment. If a chargeback occurs on an Emoney payment made to your account, we may debit your account balance to pay for it and at our choice may close or restrict your account. In addition we reserve the right to employ other commercial or legal means to recover any shortfall arising where the balance in your account is insufficient to repay such a chargeback.

2. Membership Eligibility

2.1 You must be at least 16 years old to use the Nochex Personal service, however it is a mandatory condition of holding a Nochex Personal account that you agree not seek to purchase adult goods, content or material using the Nochex Personal service unless you are at least 18 years old.

2.2 You must at all times have a valid email address to which information from us can be sent to you. Anyone who you instruct us to Send Emoney must also have a valid email address.

2.3 You must hold a valid debit card issued by a UK bank or a valid credit card where statements are sent to your UK home address.

3. Registration Process for the Nochex Service and activation of your Nochex Personal account

3.1 You must first register your details with us to apply to open a Nochex Personal account. Any information you give to us in relation to your Nochex Personal account must be accurate and true.

3.2 In order to register, you will need to:-

3.2.1 Tell us your name, email address, date of birth and home address.

3.2.2 Give us a password, which you will need to operate your Nochex Personal account. Please note that the password must be no longer than 14 characters and is case sensitive. You will need your password in order to access your account. It is a mandatory condition of you having a Nochex Personal account that you keep your password secret at all times.

3.2.3 Register a password hint and the answer to a security question. If you forget your password we will use your hint to remind you of your password. If your password hint does not help you remember your password, Nochex Customer Support will reset your password and require you to confirm proof of your identity to re-enable the account.

3.2.4 Confirm your email address. We will send a one time registration code to the email address you have given us and you must use that code to confirm that you can access email at that address. When you have successfully confirmed your email address, your Nochex Personal account will allow you to receive money from other Nochex members.

3.2.5 Indicate your acceptance of the Nochex Personal account terms and conditions

3.2.6 In order to purchase Emoney using your Nochex Personal account or Send Emoney to anyone with an email address you must first successfully register either your bank debit card or a suitable credit card.

3.2.7 You may not use your registered credit card to Load Emoney into your Nochex Personal account; however you may use your credit card to make “Transfer” payment.

3.3 In addition, if you also wish to redeem Emoney and Withdraw from your Nochex Personal account you will need to successfully register your bank account. It is most important that you correctly register your personal bank account details since if you register incorrect details you do so at your own risk and this may result in your redemption of Emoney being delayed or lost within the banking system.

3.4 You can only have one debit card registered with your Nochex Personal account at any one time and that debit card must be issued by a UK bank. You may only have one credit card registered with your Nochex Personal account at any one time and the statement for that credit card must be sent to a UK address. If you choose, you can have both an eligible debit card and a credit card registered with Nochex at the same time.

3.5 If you wish to redeem Emoney and make a Withdrawal, you can only have one bank account registered with your Nochex Personal account at any one time and that bank account must be held with a UK Financial Institution.

3.6 When you register a card, in order to confirm that you are the authorised owner of the each of the card details you have given to us, as part of the registration process we will make a small (a variable and random charge of not greater than £3.00) random load from that card that your are registering. In the case of a debit card this will be from the bank account to which your debit card is registered. By registering your card, you consent to us making this administrative charge.

3.7 Subject to daily and weekly limits, once you have successfully confirmed on the Nochex website the amount of the security load, you will be able to use your card to purchase Emoney in accordance with these terms and conditions.

3.8 If you decide to register a bank account, subject to daily and weekly limits, you will be able to redeem Emoney and Withdraw from your Nochex account to your registered bank account.

3.9 Your Nochex Personal account includes a stored value account. The balance of your account may not exceed the Personal account limit, which is currently £90.

3.10 Other than as outlined in Clause 15, the information you give to us about yourself and your card details and your bank account details (if you decide to register these) will at all times be kept secure and confidential.

3.11 An inactivity charge at the rate of no more than £8.00 per month may be applied to your account retrospectively in the event that the account receives or sends no Transactions for a period greater than six consecutive months.

4. Purchasing Emoney with your Nochex Personal account

4.1 When you first complete your registration with us you will have a probationary period during which you will be limited to purchasing a cumulative maximum of £300 worth of Emoney. At the expiry of the probationary period you will automatically move to the Personal load limits as set out in clauses 4.2 and 4.3.

4.2 The minimum amount of Emoney that you can purchase with your debit card and load into your Nochex Personal account in a single transaction is £1 and the maximum that you can purchase in a single transaction is the lower of £90 or an amount that when added to your current balance will equal £90. (Thus if your current balance is £20 the maximum purchase of Emoney will be £70).

4.3 The minimum amount of Emoney that you can purchase from your registered card, either from your debit card or credit card, and then “Transfer” using your Nochex Personal account in a single transaction is £1 and the maximum that you can purchase in a single transaction is £300.

4.4 Subject to the load limits referred to in 4.1 and the balance limitation referred to in clause 4.2 and 4.3 the maximum amount of Emoney that you can purchase in a series of transactions is the lower of £300 per day and £1,000 per seven days, however Nochex reserves the right to modify these limits on a case by case basis.

4.5 Any amount Loaded by you into your Nochex Personal account will be charged to your bank account via your authorised debit card.

4.6 You are not able to use your registered credit card to Load into your Nochex Personal account however you are able to use your registered credit card to make Transfer transactions to other Nochex accounts.

5. Redeeming Emoney and Withdrawals from your Nochex Personal account

5.1 For security reasons transaction limits apply to all Nochex Personal accounts. These limit the amount of Emoney that can be redeemed and Withdrawn in any day and also within any seven day period. Nochex Personal account holders can apply to Customer Support to have these transaction limits varied.

5.2 Unless you are closing your account, the minimum amount of Emoney that you can redeem and Withdraw from your Nochex Personal account in a single transaction is £1 and the maximum amount is your account balance.

5.3 Any amount Withdrawn by you from your Nochex Personal account will be transferred to your registered bank account using the BACS system. Any monies in your Nochex account will only be repaid to your registered bank account.

6. Sending Emoney

6.1 Your Sending limit is limited to the amount of Emoney in your Nochex Personal account.

6.2 Once your card has been successfully authorised, you can purchase Emoney from your bank account (via your registered debit account) and have this loaded into your Nochex Personal account.

6.3 The minimum single Emoney Send (i.e. Emoney you can send to someone other than yourself) is 22 pence.

6.4 If the recipient of your Send or “Send from card” transaction holds a Nochex Personal Account the amount that you may Send to them will be restricted so that the balance of their account may not exceed £90.

6.5 Any amount Sent by you using your Nochex Personal account will be transferred to the Nochex account of the person to whom you ask us to Send a payment.

7. Account Limit

7.1 If you successfully completed your application for a Nochex Personal account and also verified your card before the 16th June 2004 your Nochex Personal account will carry a cumulative turnover limit of £9,000 and may not be used beyond that limit. If you completed your application and card verification on or after the 16th June 2004, the cumulative turnover limit will be £5,000 and may not be used beyond that limit.

The cumulative turnover limit is the greater of the total Sends plus Sends from Card or the total of all forms of Receives. You will not be able to use your Nochex Personal account for turnover in excess of your turnover limit.

7.2 However, if you expect to exceed the relevant cumulative turnover limit detailed in condition 7.1, you may AT ANY TIME apply for a Nochex Personal Plus account by emailing Nochex Support who will advise you of any additional information and identification required to process your application. There is no charge made for such a change. Acceptance of your application for a Nochex Personal Plus account is at the sole discretion of Nochex.

8. Currency

8.1 Currently all Nochex transactions are denominated in UK Pounds Sterling.

II – NOCHEX TERMS AND CONDITIONS

1. Current Nochex account Charges

1.1 It is free to open a Nochex Personal account.

1.2 There is an administrative charge of between £0.01 and £3.00 for registering a card.

1.3 There are no charges to you for Sending Emoney in your Nochex Personal account to another Nochex member or to someone who has not already registered for a Nochex account.

1.4 There is no charge for Requesting money from another Nochex member or from someone who has not already registered for a Nochex account.

1.5 There is a charge for Receiving Emoney into your Nochex Seller account from another Nochex member. This charge is twenty pence plus 2.9% of the amount of Emoney received.

1.6 There is no charge either for purchasing Emoney and Loading from your bank account (via your registered debit card) into your Nochex Personal account or for making a “Transfer” transaction

1.7 For Withdrawals of £50.00 and more, it is free to Withdraw money from your Nochex Personal account to your registered bank account. For Withdrawals of less than £50.00 there will be a transaction charge of £0.25 for making a Withdrawal.

1.8 There is no charge for applying to upgrade from a Nochex Personal account to a Nochex Personal Plus account

2. Closing Your Nochex Personal Account

2.1 You may close your account at any time by emailing us. Your account will be closed within 10 days of us receiving your email. If you do not have a current valid card or bank account registered you will be required to provide satisfactory proofs of identification before repayment of the account may be made which may be by way of a cheque made out in your registered name sent to your registered address. Nochex reserves the right to ask you to submit satisfactory additional identification before the balance of any account for which you are requesting closure is repaid.

2.2 If you do not access your Nochex Personal account for 180 days or longer we may notify you at your last notified address of our intention to close your account. If we do not receive any instructions from you to the contrary, we may close your Nochex Personal account on 31 days notice after the deemed date of receipt of our notification to you.

2.3 We may otherwise terminate our contract with you and close your Nochex Personal account on 14 days notice. Please also read the terms below in relation to where we may terminate or suspend your account immediately due to suspected criminal use of your Nochex Personal account.

2.4 We may close your account immediately if at any time we reasonably think that:-

2.4.1 You have given us any false information in connection with any Nochex account;

2.4.2 Your account is being or has been used illegally (by you or by someone else); or

2.4.3 You have been in persistent breach of these conditions.

3. Refunds

3.1 If a payment is made to an existing Nochex account holder, payment is made immediately and it is for this reason that it cannot be cancelled once we have received your payment instructions.

3.2 Where payments are not collected by the recipient (they have not completed the verification of their account), such payments may be cancelled by you in these circumstances, and the money will then be returned to your Nochex Personal account. If such a payment remains uncollected by the recipient for more than 90 days, Nochex reserves the right to make an administrative charge at the rate of up to £5.00 per quarter.

4. Responsibilities of Nochex

4.1 We will be responsible to you for any loss or damage you may suffer which results directly from any unauthorised access to your Nochex Personal account as long as we could have reasonably prevented such unauthorised access.

4.2 Where any Emoney is deducted fraudulently from your Nochex Personal account as a result of Nochex direct negligence, we will reimburse all such Emoney that has been taken from your Nochex Personal account without your knowledge or consent back to your Nochex Personal account.

4.3 Should any sums have been deducted fraudulently from your registered card, we shall not be liable to repay any sums to you. It is the responsibility of your bank or card issuer to ensure that these sums are refunded back to you.

4.4 We will not be responsible to you for any loss or damage you may suffer where we refuse to or are unable to carry out your instructions and our refusal or inability is allowed under these Conditions.

4.5 We may be unable to carry out your instructions due to circumstances beyond our reasonable control, for example if there is a server outage. If this happens, we will carry out your instructions as soon as we are able to do so but we will not be responsible to you for any losses that you may suffer.

4.6 Nothing in these Conditions limits our liability for death, personal injury caused by our negligence or any deliberate misrepresentations made by us to you.

4.7 Nochex will always try to ensure that your Emoney payments are properly made. However we will be unable to complete payments using your Nochex Personal account where:

4.7.1 You do not have sufficient Emoney in your Nochex Personal account;

4.7.2 If completed the transaction would have taken your account over the Nochex Personal account limit;

4.7.3 If completed the transaction would take another Nochex Personal account over the Nochex Personal account limit;

4.7.4 Any request to purchase Emoney and Load from your registered card is refused;

4.7.5 We reasonably believe that you may be involved in criminal activity;

4.7.6 You have provided us with incorrect or out of date information; or

4.7.7 There are circumstances beyond our reasonable control, which do not allow us to send the payment promptly.

4.8 Nochex will not be liable for any charges, taxes or other duties in relation to any goods and services paid for by you using your Nochex Personal account.

5. Disputed Payments

5.1 It is your responsibility to ensure the correct identity and email address of the person to whom payment is sent.

5.2 You should note that in particular all payments made by you are final and not reversible once the recipient has received the payment sent by us in accordance with your instructions.

5.3 Where you dispute a transaction between you and another party, Nochex will not enter into any payment disputed by you and any other person other than to confirm that the payment was made in accordance with the instructions you gave to us. We cannot arrange for money to be given back to you where you believe the payment was made incorrectly by you.

5.4 We are not responsible for any goods, services or content paid for by you using the Nochex Service.

6. Password & Security Issues

6.1 We will use all reasonable measures to keep secure and to prevent unauthorised access to our Internet service and your Nochex Personal account.

6.2 It is your responsibility to keep your password safe and secure. For this reason, you must never: –

6.2.1 Make written records of your password unless you have disguised them so that they cannot be understood by anyone else; or

6.2.2 Tell anyone your password or allow anyone else to use your password to access your Nochex Personal account.

6.3 You must contact us immediately if: –

6.3.1 You think that someone else knows your security details or password;

6.3.2 If you have forgotten your password and still cannot remember it after we have sent you your password hints. If this occurs, your security details can be used to reset your password but you will need to contact us in order for us to carry this process out;

6.3.3 You think that someone else is trying to use your account; or

6.3.4 You believe the security of your Nochex Personal account has been affected in any other way.

6.4 Until you tell us to the contrary, all instructions received by us from your email address and using your Nochex security credentials will be deemed to have been made by you. For this reason, you must both notify us immediately if you suspect that your email address and password have been used fraudulently and immediately change your password.

6.5 Where you have not kept your security details and password a secret, you will be responsible for any losses from your Nochex Personal account.

6.6 To keep you informed of any possible security breaches, we will email you if either you or someone else has attempted to login to the Nochex website with your email address and an incorrect password.

7. Payment Instructions

7.1 You alone are responsible for the instructions you give to us and for this reason we may not be able to detect errors in your instructions to us.

8. Account Opening

8.1 If you open a Personal account with Nochex it is important that you understand that: –

8.1.1 Our service is limited to providing you with a secure Emoney payment facility. For this reason, we do not have any responsibility for any goods services or content for which you pay using the Nochex Personal account service;

8.1.2 Use of the Nochex Personal account service does not ensure the quality, safety or legality of the transaction you are undertaking;

8.1.3 We are not a bank and as such are not subject to UK banking rules and regulations. Nochex is however an e-money issuer and we do operate within the rules of the Small E Money Issuers Certificate granted by the Financial Services Authority;

8.1.4 In order for us to run our business both lawfully and properly, in exceptional circumstances or, if we reasonably believe that you are deliberately trying to defraud Nochex, defraud another Nochex user or defraud a third party, we may suspend your right to access your Nochex Personal account for up to 90 days. We will try to give you notice as soon as possible if this happens although we may not be able to tell you beforehand. If you want to take money out of or close your Nochex Personal account when it is suspended, we will act on your instructions at the end of the suspension period; and

8.1.5 We are not an escrow service which means that we will not hold any Emoney belonging to you which you may wish to pay to another if a certain event occurs. For example, if you buy goods in an auction, we will not hold any Emoney on your instruction that we should only pay the recipient when you have received the goods you have bought.

9. Notifying You of an Emoney Payment

9.1 You will be informed on the website that your instructions have been received by us. We will also send an email to both you and the person due to receive payment once the Emoney payment has been sent. You can assume that the payment has been sent when confirmation is displayed on the Nochex web-site. We require valid email addresses to ensure that you receive notification of any transactions that you make. It is for this reason that we require a valid email address and we will not be responsible for any undelivered email communication or any payments you may make to maintain Internet access or a valid email address. You must for this reason promptly notify us of any changes to your email or postal address.

10. Time of Payment

10.1 Subject to you holding sufficient Emoney funds in your account, we will if provided with the correct details as described in paragraph 1 of the Nochex Service Arrangements, send any Emoney sums you request to be made immediately unless there are circumstances beyond our reasonable control. If this happens, we will transfer the appropriate sums as soon as we are able to do so.

11. Transaction Limit

11.1 As a security measure, we may impose reasonable transaction limits on your Nochex Personal account and we will let you know in advance where this occurs. For this reason, we cannot be responsible for any payments that are not made because of any security measure limit notified to you in advance of any payment instructions you send to us.

12. Criminal Activity

12.1 We can refuse to act on an instruction if for any reason: –

12.1.1 We think that it was not given by you;

12.1.2 The instruction is not clear;

12.1.3 The instruction might cause us to breach any law or any contracts which we may have with others; or

12.1.4 If we reasonably think that your Nochex Personal account is being or may be used for illegal purposes.

12.2 You must not hack, modify, tamper nor corrupt either the Nochex website or your or any other users Nochex account. We may close or suspend your account and terminate our contract with you immediately if we reasonably believe that you have attempted to tamper with our website or systems.

12.3 We may monitor all transactions, refuse or prevent withdrawals or payment instructions or terminate our contract with you immediately where we reasonably believe that you have used your Nochex Personal account for criminal reasons. You may also be liable to face criminal prosecution.

13. Acceptable Use Policy

13.1 It is an explicit condition of use of the Nochex Service that you will not use or attempt to use the service or allow others to you the service for any activity that is illegal within the UK.

13.2 It is a mandatory condition of registration to and use of the Nochex Service that you agree that you will adhere to the Nochex Acceptable Use policy, as this policy may change from time to time and a current copy of the Acceptable Use Policy can be reviewed by you on the Nochex web site at www.nochex.com.

13.3 The Nochex Acceptable Use policy covers a range of activities that are deemed by Nochex to be unsuitable for use in conjunction with the Nochex Service. Some of these activities are or may under certain circumstances be illegal in the UK, whilst others although legal may be considered inappropriate for processing with the Nochex Service. Included, but not exclusively, in the activities which are not deemed suitable for processing with the Nochex Service are Gambling, Betting, the purchase sale or exchange of prepaid credit and debit cards, EGold and Adult products content or services including R18 videos or DVDs.

14. Changes to the Contract

14.1 From time to time at our absolute discretion we may change the arrangements for use of the Nochex site and account. Where you do not agree with any changes, which we make, you have the right to terminate your account immediately. In the event of account closure we will refund the balance of your Nochex Personal account to your bank account that you have registered with us. If you haven’t registered a bank account with Nochex on provision of suitable proof of identity, we will refund your balance by Cheque. You should ensure that you read any changes and if you have any questions as to how they may affect you, do not hesitate to email us with your queries.

15. Data Protection

15.1 Nochex are certified by the Financial Services Authority as a small e-money issuer and registered with HM Customs & Excise as a Money Service Business (Registration Number 12126734). As a UK financial service, we have an obligation by law to ensure we meet with industry requirements to combat crime and prevent money laundering. One of these obligations is to ensure we satisfactorily identify our users.

From time to time Nochex may therefore ask you to provide proofs of identification. Failure to provide acceptable proofs of identity will lead to the suspension or closure of your Nochex account and freezing of all monies therein. Identification will always be sought of the registered debit card holder and where applicable the registered credit card holder and the registered bank account on the Nochex account at the time of our request.

15.2 Where you send us any details about yourself or others, we will ensure that we hold this information in accordance with the Data Protection Act 2018.

15.3 We are legally obliged to verify your identity to prevent money laundering. This may involve checking the details you supply against those held on any database Experian – the credit reference agency – has access to. This includes information from the Electoral Register and fraud prevention agencies. We will use scoring methods to verify your identity. A record of this search will be kept and may be used to help other companies to verify your identity. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If you give false or inaccurate information and we suspect fraud, we may record this and share this information with other organisations. By agreeing to accept our Terms and Conditions, you give us authority to undertake such a search if we require.

15.4 We may also contact your bank to confirm that the name and address you have supplied us with in relation to the debit card you have registered on your Nochex account corresponds with the records held by your bank.

15.5 We reserve the right to charge you a fee of up to £2 in respect of any identification checks we have to complete on you. We also reserve the right to receive the necessary authorisation from your Bank to confirm that monies are available in your account to cover any fee we intend to take. Any fee we apply will be advised to you by email before it is actually debited to your bank account and our checks are concluded.

16. Other Points to Note

16.1 If either you or we are in breach of these arrangements neither of us shall be responsible for any losses that the other suffers as a result except those losses which are a foreseeable consequence of the breach. The charge We make to you for use of your Nochex Personal account assumes that you are using the account for personal and not business use. For this reason if you use your Nochex Personal account for business or commercial reasons, we cannot accept responsibility for any loss of profits that you may suffer as a result of any breach under these arrangements.

16.2 Nochex and you are the only parties who may rely on or enforce these Conditions and for this reason the Contract (Rights of Third Parties) Act 1999 is excluded.

16.3 The Terms and Conditions of this Agreement and the relationship between you and Nochex shall be governed by the laws of England. All disputes, controversies and claims arising out of or relating to the Nochex Service or to these Terms and Conditions shall be resolved by the English courts.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Contract:-

“Acceptable Use Policy” means the Nochex Acceptable Use Policy as may be amended from time to time and published on the Nochex website;

“Account” means a Nochex Emoney stored value account and “Account Holder” shall be construed accordingly;

“Acquirer” means the financial institution to which the Company will route transaction data for authorisation, clearing and settlement purposes;

“Associated Company” means in respect of the Company, any and all companies which are subsidiaries or holding companies of the Company (as appropriate) or any subsidiary of such holding company from time to time and “subsidiary” and “holding company” shall have the same meanings as set out in section 736 of the Companies Act 1985 as amended by section 144 of the Companies Act 1989;

“Authorisation” means the methodology whereby the Card Issuer confirms that there are sufficient funds on the account to support the Card Transaction and that the Card has not been reported as lost or stolen;

“Autosweep” is an automated Withdrawal setting available to eligible Merchants;

“Available Balance” has the meaning set out in Paragraph 9;

“Card” means a current debit or credit card that the Company may accept for processing, as advised to the Merchant from time to time and “Cardholder” means the legitimate and rightful holder of the Card;

“Card Issuer” means a financial institution that issues Cards to Cardholders;

“Card Transaction” means a Transaction with a Nochex Card Account, Recurring Payment or an Xtra Account;

“Chargeback” means a disputed Card Transaction that is or may be charged to the Company by the Card Issuer/Acquirer on behalf of the Cardholder;

“Company” means Nochex Limited (Co. No. 03940921), Regent House, Bath Avenue, Wolverhampton, WV1 4EG or any Associated Company;

“Consumer” means each and any Cardholder, Card Account Holder or Account Holder entering into a Transaction;

“Contract” means the Term Sheet together with these terms and conditions as each may be varied from time to time in accordance with the terms set out below;

“Disputed Transaction” means a Card Transaction which is disputed by a Cardholder or Card Issuer either by notification from the Cardholder to the Company or the Card Issuer to the Company;

“Emoney” means monetary value denominated in GBP Sterling, as represented by a claim which is stored on an electronic device, issued on receipt of funds and accepted as a means of payment by persons other than the issuer;

“Fees” mean those non-refundable charges specified in Paragraph 11 and/or the Term Sheet;

“Fines” mean any fine or amount which may be imposed on the Company for excessive Chargebacks or any fine or amount charged to the Company by any party as a result of any activity related directly or indirectly to the Merchant;

“Merchant Account” means an Emoney account opened by the Company in the name of the Merchant for the purpose of providing the Merchant Service;

“Merchant Service” means the service provided by the Company to the Merchant allowing Consumers to purchase Emoney and use Emoney to pay for goods and services from the Merchant’s website(s);

“Merchant” means the person or partnership (and for the avoidance of doubt person is the legal definition) as specified on the Account and / or in the Term Sheet. In the context of this definition “Merchant” is a term used to describe a vendor and applies to Merchant Accounts, UK Trader Accounts and Seller Accounts;

“Nochex Card Account” means an account held with the Company allowing the Account Holder to make a purchase of Emoney by Card followed immediately by a purchase using the purchased Emoney and “Card Account Holder” shall be construed accordingly;

“Refund” means either a reversal of a Card Transaction in order to credit the Cardholder (whether through a Nochex Card Account or otherwise) or reversal of an Account Transaction in order to credit an Account;

“Recurring Payment” means an automatic Transaction setup and agreed by a Consumer to pay a Merchant on a regular basis in accordance with a pre-agreed schedule;

“Registered Account” means the Merchant’s registered bank account as notified and approved by the Company from time to time;

“Registered URL” means the Merchant’s trading website address that has been notified to and been accepted by the Company;

“Term Sheet” means the term sheet accepted by the Merchant and the Company and as may be amended by the Company from time to time, forming an integral part of the contractual terms and setting out the details of the initial commercial terms applied by the Company to the Merchant Account;

“Transaction” means a purchase and/or transfer of Emoney to the Merchant’s order by either a Nochex Card Account, an Account, a scheduled Recurring Payment or an Xtra Account to enable the subsequent purchase of goods or services from the Merchant;

“Withdrawal” means converting part or all of the Available Balance held in the Merchant Account to GBP Sterling and transferring those funds to the Registered Account;

“Xtra Account” means a Transaction whereby a Consumer completes a single payment transaction from their Card with Nochex for the purpose of the purchase of Emoney by Card followed immediately by a purchase from the Merchant using that Emoney.

2. Emoney Merchant Service

2.1 The Company will:-

2.1.1 provide the Merchant with the Merchant Service to process Transactions in accordance with this Contract;

2.1.2 pay to the Registered Account any Withdrawal due in respect of the Merchant Service, subject to the provisions of this Contract; and

2.1.3 make available to the Merchant through the Company’s Merchant management system statements showing the value of all Transactions.

3. Authorisation of Transactions

3.1 Subject to Paragraph 8.5:-

3.1.1 Authorisation of Card Transactions shall not in any way be binding on the Company as to the validity of any Transaction or Transaction receipts;

3.1.2 the Company gives the Merchant no assurances that any given Transaction will be honoured; and

3.1.3 notwithstanding Authorisation, the Company reserves the right to exercise Chargeback or other rights of reduction or set-off under this Contract, including without limitation rights in accordance with Paragraph 10.

3.2 The Company shall seek on-line Authorisation from the Acquirer for all Card Transactions.

4. Recurring Payments

4.1 Where the Merchant has Recurring Payments enabled the Merchant has the following obligations:

4.1.1 to explicitly agree with the Consumer the amount, frequency and duration of the Recurring Payments;

4.1.2 provide a schedule of Recurring Payments to the Consumer. Where there is no end date this should be clearly specified on the schedule;

4.1.3 provide a simple, easy to use and effective online cancellation procedure for the Consumer, this process must be available for a Consumer to cancel a Recurring Payment schedule at any time;

4.1.4 allow the Consumer to cancel their Recurring Payment schedule up to twenty four hours in advance of the next scheduled payment;

4.1.5 once a Recurring Payment schedule is cancelled by a Consumer the Merchant must ensure the Recurring Payment schedule is cancelled with the Company immediately. The Company’s Merchant management system should be used for cancellations.

4.1.6 following successful cancellation of a Recurring Payment schedule a Merchant must not process any further payments from that schedule. Where the Merchant and Consumer agree to reinstate a payment schedule a brand new Recurring Payment schedule must be setup.

4.2 Where a Consumer contacts the Company directly to cancel a Recurring Payment schedule the Merchant agrees and acknowledges the rights of the Company to make such cancellation. The Company will use best endeavours to contact the Merchant within twenty four working hours to acknowledge the Consumer’s cancellation request.

5. Trading Limits

5.1 The Term Sheet may set out the Merchant’s Trading Limit for aggregate Transaction and/or Withdrawal values in any one calendar month (the “Trading Limit”). The Merchant shall not exceed the Trading Limit without the Company’s prior written approval.

5.2 Transactions and/or Withdrawals above the Trading Limit may be refused by the Company;

5.3 The Merchant agrees not to split payment of an order into multiple Transactions to circumvent the Transaction limits set on the account.

6. Transaction Confirmations

6.1 When the Merchant processes a live Transaction the Company shall issue an email Transaction confirmation both to the Merchant and to the Consumer. Both parties acknowledge that the Transaction confirmation is not absolute proof that payment has been credited to the Merchant Account. It is recommended the Merchant always checks their Merchant Account transaction history as proof the Transaction has concluded successfully.

6.2 From time to time the Merchant may place their Account in test mode or may instruct the Company to place their Account in test mode. Whilst in test mode any test transactions processed will be confirmed by a test email confirmation to both the Merchant and the Consumer. These are clearly marked as ‘test’ and should not be construed as anything other than test transactions. It is the Merchants responsibility to ensure their account is setup correctly in either the ‘live’ or ‘test’ mode.

7. Refunds

7.1 Where the Merchant wishes to make a Refund to a Consumer, the Merchant shall advise the Company by such automated systems as the Company shall make available to the Merchant from time to time.

7.2 Refunds will only be made to the Card or Account to which the original Transaction was debited and not by any other method.

7.3 The Company shall only process Refunds to the extent of the Merchant’s Available Balance. Where the Available Balance is less than the full amount of the requested Refund, the Refund will not be processed. However when an appropriate Available Balance appears on the Merchant Account, the Merchant may process a Refund.

7.4 Refund(s) can only be processed up to the value of the original Transaction.

7.5 The Company reserves the right to process a refund on behalf of the Merchant where the Company at its sole discretion reasonably believes there is a heightened risk of Chargeback.

8. Chargebacks and Disputed Transactions

8.1 Subject to clause 8.5, in the event of any Chargeback arising in respect of any Transaction the Company shall immediately be entitled to recover from the Merchant, in addition to any recovery in accordance with Paragraph 10:-

8.1.1 the amount paid by the Company in respect of the relevant Chargeback and/or Transaction;

8.1.2 a Chargeback administration fee;

8.1.3 an excessive Chargeback administration fee where applicable

8.1.4 any other costs and expenses the Company may incur as a result of or in connection with a Chargeback or Disputed Transaction.

8.2 The Card Issuer’s decision shall be conclusive as to the determination of any Chargeback, it is important to understand the Company is not party to the decision of the outcome of a Chargeback and has no control over this. Wherever practicable, notice to the Merchant of a Chargeback will be accompanied by an explanation of the reason for it. Where the Company is notified of any invalid or Disputed Transactions the Company will notify the Merchant of the same by email, fax or letter accompanied by an explanation of the reason for it. The Company will identify the Transaction as disputed and shall have the right to debit it back to the Merchant along with associated fees. The Transaction shall be credited back to the Merchant if no longer a Disputed Transaction.

8.3 The Merchant shall:-

8.3.1 fully and properly investigate Disputed Transactions;

8.3.2 take all reasonable steps to resolve disputes with Cardholders in a timely manner; and

8.3.3 follow any procedures for handling Disputed Transactions and Chargebacks which the Company advises from time to time.

8.4 The Company has the right in respect of any Transaction to suspend the processing of such Transaction and/or withhold the amount of such Transaction until the satisfactory completion of any investigation.

8.5 In the event that the Company reasonably considers that there is a heightened risk of Chargeback the Company shall be entitled to retain funds from any proposed Withdrawal to cover the potential or actual amount of such Chargeback(s) and associated Chargeback fees and/or recover from the Merchant such additional funds as the Company may reasonably specify to cover Chargebacks, potential Chargebacks and associated Chargeback fees.

8.6 Where a Chargeback or Disputed Transaction relates to a Transaction from an Account or a Nochex Card Account, the Company shall waive its rights of recovery of the Chargeback or Disputed Transaction from the Merchant, providing the Company is reasonably satisfied that:-

8.6.1 the Merchant acted, and continues to act, reasonably; and

8.6.2 there is acceptable proof of delivery and receipt by the Consumer of the goods or services that the Merchant provided; and

8.6.3 such goods or services were delivered in a timely fashion; and

8.6.4 such goods or services were of satisfactory quality, fit for purpose, as described and otherwise in accordance with all laws and regulations; and

8.6.5 such goods or services supplied by the Merchant were fully compliant with the Acceptable Use Policy; and

8.6.6 the Transaction relating to such goods or services was validated either by Verified by Visa, MasterCard SecureCode or other similar Card scheme security validation.

9. Withdrawals and Retentions

9.1 “Account Balance” shall comprise all Transactions undertaken to the Merchant’s order less all Withdrawals made after deducting:-

9.1.1 all Refunds processed;

9.1.2 the Fees;

9.1.3 Chargebacks, associated fees and any Fines to the Company passed on by the Acquirer in respect of Transactions;

9.1.4 Disputed Transactions and any amounts reasonably required to cover potential or expected Refunds, Chargebacks plus any associated fees or Disputed Transactions; and

9.1.5 any other charges or amounts due to the Company under this Contract.

9.2 “Available Balance” is the value of the Emoney in the Merchant Account that is available for Withdrawal (and for the avoidance of doubt excludes the Retained Balance, Rolling Reserve and any other form of surety held by the Company in respect of the Merchant Account).

9.3 “Retained Balance” and “Rolling Reserve” is the value (if any) of the Emoney that the Company requires the Merchant to hold in the Merchant Account in accordance with Paragraphs 9.10 to 9.11 of this Contract.

9.4 The Merchant may initiate a manual Withdrawal by logging into their account with the Company.

9.5 Where the Merchant is eligible to use the Autosweep functionality the Merchant may elect to have the Available Balance automatically withdrawn subject to the Autosweep parameters.

9.6 Unless otherwise agreed by the Company in writing each Withdrawal will be transferred by BACS to the Registered Account.

9.7 The Company may withhold from the Withdrawal:-

9.7.1 any amounts reasonably required to cover potential or expected Refunds, Chargebacks and any associated fees or Disputed Transactions; and/or

9.7.2 the amount of any excess trading over the agreed Trading Limit if a Trading Limit is set out in the Term Sheet.

9.8 In the event that the Account Balance is negative (i.e. the value of all items listed in Paragraph 9.1 exceeds the value of the Transactions made), the Merchant needs to immediately deposit funds with the Company to eliminate any such negative Account Balance.

9.9 Notwithstanding Paragraph 9.8, the Company reserves the right at any time to recover from the Merchant all or part of such negative balance.

9.10 The Company may require the Merchant to hold a Retained Balance, Rolling Reserve and/or other form of surety in the Merchant Account at all times during the term of this Contract, in the amount, rate and form as specified from time to time in the Term Sheet.

9.11 The Company reserves the right at its absolute discretion to amend the amount and rate of the Retained Balance and/or Rolling Reserve or any other such security at any time.

10. Recovery of Sums

10.1 The Company shall be entitled to set-off, deduct or withhold without notice to the Merchant any sums due to the Company from the Merchant against any amounts payable to the Merchant by the Company. For the avoidance of doubt this includes multiple Accounts held by the Merchant with the Company. The Merchant shall not be entitled to set-off any sums owed by the Company to the Merchant from any sums due to the Company from the Merchant under this Contract or otherwise.

10.2 Where any sum is due to the Company or recoverable from the Merchant under the terms of this Contract or by operation of law and notwithstanding any other provision in this Contract, the Merchant unconditionally and irrevocably authorises the Company to deduct such sums from the Merchant Account and/or the Registered Account. As an alternative, the Company may request payment from the Merchant and such payment shall be made electronically (quoting the Merchant’s account number) to the Company within twenty four hours of receipt of the request.

10.3 The Company may request the Merchant to set up a Direct Debit instruction against the Merchant’s Registered Account. Where a Direct Debit instruction has been setup the Merchant authorises the Company to use the Direct Debit instruction to recover any sums due to the Company under this agreement.

11. Fees

11.1 In consideration for the Company providing the Merchant with the Merchant Service, the Merchant agrees to pay the Company the Fees as follows and as further detailed in the Term Sheet:-

11.1.1 A one-time (non-refundable) account setup fee payable prior to account activation (the “Set-up Fee”);

11.1.2 A percentage charge (the “Transaction Percentage”) shall apply as detailed in the Term Sheet in respect of Transactions arising from Visa (Credit or Debit cards), MasterCard (Credit or Debit cards), Maestro (Debit cards), or Corporate Business or Premium cards issued by Visa or MasterCard; and

11.1.3 A fixed charge for all Transactions (the “Transaction Fee”);

11.1.4 Where the Merchant is eligible to register multiple URLs a one-time (non-refundable) £5.00 registration fee applies for each additional Registered URL;

11.1.5 An inactivity charge at the rate of no more than £8.00 per month may be applied retrospectively in the event that the account receives no Transactions for a period greater than six consecutive months;

11.1.6 Where a Card is registered on the Merchant Account a one-time (non-refundable) card registration charge for each and every card registered on the account. The card registration charge is a variable and random charge of not greater than £3.00. By registering your card(s) you consent to the Company making this charge.

11.1.7 In addition to the Transaction Percentage detailed in Paragraph 11.1.2 there shall be a supplemental charge of 0.5% for Transactions arising from Cards issued within Europe, but outside the UK, and a supplemental charge of 1.0% for Transactions arising from Cards issued from outside Europe.

11.1.8 A monthly account fee for the amount specified in the Terms Sheet

11.1.9 A fixed charge for all Transactions which are Refund transactions, whether partial Refunds or full Refunds.

11.2 Without prejudice to its other rights, the Company may withdraw or suspend the Merchant Service if Fees or other sums payable to the Company are not paid when due.

11.3 The Merchant shall pay and the Company shall be entitled to recover from the Merchant all reasonable costs incurred by the Company in dealing with Consumer disputes, Refunds, Chargebacks, Disputed Transactions or other miscellaneous administration relating to Transactions or the operation of the Merchant Account.

11.4 Where the Merchant receives an excessive number of Chargebacks (typically greater than 1% of sales) the Company reserves the right to charge an excessive Chargeback fee of £30 per Chargeback in addition to the standard Chargeback fee set out in your Term Sheet.

11.5 The Company reserves the right to increase the Fees in respect of individual Card Transactions if such Transactions cause an increase in the Company’s costs.

11.6 Under no circumstances is the Merchant Account to be used for the processing of payments associated with illegal activities or other activities which may be prohibited by the Acceptable Use Policy. Where the Merchant Account is closed for such reasons the Company reserves the right to apply a reasonable Account closure administration charge of up to £500.

11.7 From time to time we may agree to provide you with a managed service in respect of your Nochex account. Where this is the case we shall agree a bespoke fee in writing with you for this service.

12. Term and Termination

12.1 This Contract shall commence on the earliest occurrence of any of the following,:
12.1.1 acceptance of the Term Sheet by the Merchant as issued by the Company;
12.1.2 the Merchant logging into their account for the first time;
12.1.3 the first time a transaction is processed to the Merchant Account no matter whether the transaction is a live or test Transaction.

12.2 The Contract, subject to termination pursuant to Paragraph 12.3, will continue in force until terminated at the earlier of one party giving to the other not less than thirty days notice or where a period of twelve months has elapsed since the last Transaction.

12.3 The Company will be entitled to suspend the Merchant Service and/or terminate the Contract with immediate effect by notice to the Merchant in the event of any of the following:-

12.3.1 the Merchant fails to pay any amounts due to the Company by the due date;

12.3.2 the Merchant breaches any warranty or other term of this Contract or if any claim described in Paragraph 14 occurs;

12.3.3 the Merchant fails to notify the Company in writing of any change in the nature of the Merchant’s business or the goods and/or services supplied;

12.3.4 anything happens to the Merchant or a matter is brought to the Company’s attention which in the Company’s opinion may affect the Merchant’s ability or willingness to comply with all or any of its obligations or liabilities under this Contract;

12.3.5 anything happens in relation to the Merchant or any matter is brought to the Company’s attention which in the Company’s opinion could damage the Company’s reputation or the reputation of the Card Acquirer or Card schemes, or could prove detrimental to its business or may give rise to fraud or suspicion of fraud or other criminal activity including, without limitation, where the Company determines that the level of Chargebacks or invalid Transactions or Refunds undertaken by the Merchant is excessive or unreasonable;

12.3.6 where the Company is instructed to do so by the Card Acquirer or Card schemes;

12.3.7 the Company is unable to process Card Transactions for any reason;

12.3.8 the Merchant does not receive a Transaction for a period greater than six consecutive months;

12.3.9 the Merchant becomes insolvent or in the Company’s opinion there is any material adverse change in the Merchant’s financial condition, business or assets.

12.4 Upon termination of this Contract:-

12.4.1 the Merchant will immediately discontinue the use of all Merchant Services provided by the Company;

12.4.2 the Merchant shall not be relieved from its obligation to pay any outstanding Fees or other sums that are owed or may become due to the Company;

12.4.3 the Available Balance, Rolling Reserve and any other surety held by the company shall be adjusted to take account of all sums due to the Company;

12.4.4 the Company shall be entitled to recover from the Merchant all sums due to the Company under this Contract;

12.4.5 providing the Merchant has adhered to the Acceptable Use Policy at all times and the account is in good standing the Retained Balance, Rolling Reserve Balance and any other such Balance that may be owing to the Merchant shall be available for release one hundred and eighty days after the date of termination of this Contract;

12.4.6 expiry or termination of this Contract shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party;

12.4.7 expiry or termination of this Agreement shall not prejudice or affect any right or obligation which expressly or by implication is intended to survive expiry or termination including obligations of confidentiality and any indemnities given to the Company by the Merchant; and

12.4.8 the Merchant grants the Company sole control over the Retained Balance, Rolling Reserve Balance and any other such Balances and the Company may exercise its rights under this agreement to collect any amounts due to the Company from these balances including without limitation rights of set-off. For the avoidance of doubt this includes rights of set-off where the Merchant becomes insolvent or bankrupt or enters into an agreement with creditors or suffers any similar action regarding any debts.

12.4.9 all Registered URLs will be de-registered;

12.4.10 the Merchant has the right to redeem any EMoney held in their Available Balance for a period of up to six years following date of termination.

13. Merchant Obligations

13.1 The Merchant warrants that:-

13.1.1 all information provided to the Company including any information provided as part of the application process by the Merchant is complete, accurate and not misleading;

13.1.2 no information has been withheld which, if provided, could have materially affected the Company’s decision to enter into this Contract;

13.1.3 the Registered Account is lawfully owned by the Merchant;

13.1.4 all Registered URLs are owned by and operated by the Merchant;

13.1.5 the Merchant will use all reasonable endeavours to maintain the value and reputation of the Company and shall refrain from doing anything which may adversely affect the reputation of the Company; and

13.1.6 the Merchant will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Contract, and in compliance with all applicable government legislations and regulations.

13.2 The Merchant will:-

13.2.1 provide the Company in a timely manner with accurate information regarding the financial standing and any other information reasonably requested by the Company;

13.2.2 advise the Company in writing of any errors in the Merchant Service;

13.2.3 not permit or authorise any other person to use the Merchant Service nor use the Merchant Service as agent of or otherwise for the benefit of any other supplier of goods or services;

13.2.4 not process a Transaction in order to give the Consumer cash;

13.2.5 fully comply with any rules imposed by the Card schemes, Card Issuers and Card Acquirers including but not limited to non-discrimination against any Card schemes or Card types in any way;

13.2.6 not engage in conduct that could injure or create a risk of injury to the Company or Card schemes including, but not limited to, injury to reputation, systems and confidential information;

13.2.7 agree not to take any action that could prevent or interfere with the rights of the Company or the Card schemes to take action or to remedy this clause 13;

13.2.8 offer for sale through the Merchant Service, only products and services that are reasonably within the ordinary scope of the Merchant’s business as notified to the Company during the application process and as notified to the Company from time to time (and as varied in accordance with this Contract);

13.2.9 provide the Company with up to date information regarding the Merchant’s business for example any changes to legal name, trading name (otherwise known as ‘Doing Business As’ or ‘DBA’ name), address(es), proprietor(s), director(s), controller(s) including changes to the structure of the Merchant’s business;

13.2.10 provide the Company with up to date information regarding products and services being sold and/or previously sold through the Merchant’s business;

13.2.11 provide the Company with up to date URL information and in particular notify the Company whenever a previously Registered URL becomes inactive, parked, no longer used, down for maintenance, sold or otherwise made obsolete;

13.2.12 offer products or services for sale only if the Merchant has legitimate rights to market and sell such products or services;

13.2.13 offer products or services for sale only if they are in compliance with the Acceptable Use Policy, and in all other respects act in compliance with the Acceptable Use Policy;

13.2.14 display on its website(s) and any other promotional material, in such manner as the Company may require, such promotional signs or other material which may be provided by the Company and use of names or designs approved by the Company solely to indicate that the Company accepts Card payments for goods and services that the Merchant supplies, and are processed by the Company. The Merchant shall not use any other material referring to the Company without the Company’s prior written approval. The Merchant shall display the brand name and logo of any Card scheme which the Company notifies the Merchant is applicable.

13.2.15 remove from use any Card scheme logos or trademarks that the Company or Card schemes may prohibit the Merchant to use from time to time. The Merchant acknowledges the Card schemes are the sole owners of the Card scheme trademarks and agree not to contest ownership of the Card scheme trademarks;

13.2.16 not use the Merchant Services in any manner, or in furtherance of any activity which may constitute a violation of any law or regulation or for any improper purpose or which may cause damage to the Company’s reputation or subject the Company to investigation, prosecution or legal action;

13.2.17 co-operate with the Company, the Company’s Card Acquirers and Card schemes in respect of any issues arising out of a breach or potential breach of confidential information held by the Merchant;

13.2.18 immediately notify the Company in accordance with Paragraph 24.1 if:-

(a) there is any material change in the nature of the product or services offered on the Merchant’s website(s); or

(b) any technical alterations are made to the Merchant’s website(s) which might interfere with or affect its integration with the Company’s payment page;

13.2.19 be responsible for the statements, instructions, acts or omissions of any person who reasonably appears to have authority to act on its behalf;

13.2.20 provide the Company with any information reasonably required to assess creditworthiness and advise the Company as soon as the Merchant becomes aware of a material adverse change in its financial standing or an intention to close down its on-line or off-line business or transfer to another processor or Acquirer;

13.2.21 advise the Company as soon as the Merchant becomes aware of major or multiple product defects or logistical problems which could give rise to Chargebacks or refunds;

13.2.22 act in a reasonable manner to resolve Cardholder Disputes or potential disputes;

13.2.23 describe accurately on its website(s), including a full description of its trading name, legal name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies and comply at all times with any laws governing consumer and/or internet transactions;

13.2.24 comply with any code of best practice that the Company may provide to the Merchant including security to ensure Transactions are transmitted in an encrypted form using such protocol notified by the Company to the Merchant from time to time; and

13.2.25 comply with PCI DSS at all times and shall allow the Company and its third party agents to carry out periodic audits of the Merchant’s processes and systems to ensure compliance. To clarify, Nochex takes responsibility for cardholder data while the data is being stored, processed or transmitted by Nochex

13.3 Breach of this Paragraph 13 shall entitle the Company to:-

13.3.1 re-assess the Merchant and immediately revise the Term Sheet or any term(s) contained therein to the extent that the Company believes necessary to allow the Merchant to continue to receive the Merchant Service; or

13.3.2 immediately terminate this Contract.

14. Indemnities

14.1 The Merchant shall indemnify and keep indemnified the Company against all losses, costs, expenses, damages and liabilities incurred by the Company as a result of any claim brought against the Company by any Cardholder, Card Issuer or other third party as a result of:-

14.1.1 breach of this Contract by the Merchant; and/or

14.1.2 wilful or negligent acts of omissions of the Merchant, its employees, agents or representatives.

14.2 The Merchant agrees that as between the Merchant and the Company it is the Merchant’s responsibility to prove to the Company’s satisfaction that the debit of a Card was fully and properly authorised by the Cardholder.

14.3 If a claim is brought against the Merchant or against the Company as a result of the activities or actions of the Merchant, by a Cardholder, a Card Issuer, a Card Acquirer, a Card scheme or other third party the Company will be entitled to settle or otherwise deal with it at its absolute discretion, including taking such steps as are reasonable to mitigate any potential loss the Company may incur and the Company shall be entitled to recover all costs of such actions in accordance with Paragraph 14.1.

15. Compliance

15.1 The Merchant shall ensure compliance with all applicable local laws in the execution and performance of this Contract and without prejudice to the Company’s rights shall immediately bring to the Company’s attention in writing any circumstances that prevent compliance with this Contract.

16. Processing Currency

16.1 All Transactions are denominated in GBP Sterling and Withdrawals shall be made in GBP Sterling.

17. Merchant’s Website(s)

17.1 The Merchant agrees to display on the home page and the payment page of its website(s) a logo and link provided by the Company indicating that the Merchant is a client of the Company.

17.2 The Merchant hereby agrees to the Company referring to the Merchant as a Nochex Merchant and using the Merchant’s name, website address, logo and trademark in the Company’s promotional material and that of its partners promotional material should the Company so wish and in accordance with policies as provided to the Merchant from time to time.

17.3 The Company may issue a policy in relation to the Merchant’s obligations under this Paragraph 17. The Merchant shall comply with such policy as if set out herein.

18. Limitation of Liability

18.1 Except in respect of death or personal injury resulting from its negligence, and subject to Paragraph 18.2, the Company’s cumulative liability for any loss or damage arising with respect to any given Transaction shall be limited to the value of that Transaction less the applicable processing fees payable to the Company under this Contract in respect of that Transaction.

18.2 In no circumstances whatsoever shall the Company be liable, in contract, tort (including negligence), or otherwise for:-

18.2.1 losses special to the particular circumstances of the buyer;

18.2.2 indirect or consequential losses;

18.2.3 recall costs and business disruption or interruption costs;

18.2.4 cost incurred in connection with the removal, disposal or storage of defective goods;

18.2.5 damage to goodwill or reputation;

18.2.6 loss of profits or contribution;

18.2.7 wasted expenditure;

18.2.8 damage to property; or

18.2.9 losses arising from third party claims, resulting from any act or omissions on the Company’s part or any other person authorised by the Company.

18.3 Each of the sub-conditions in Paragraph 18.2 are to be regarded as separate and severable Paragraphs. If any sub-condition shall be or become void or unenforceable in whole or in part, the other provisions shall remain valid and enforceable.

18.4 The Company’s Fees are compiled assuming that the limits of liability set out in this Paragraph 18 are observed. Accepting greater levels of potential liability would render the supplies concerned unacceptably risky for the return anticipated by the Company. The Merchant therefore fully acknowledges and accepts the limits on liability in this Paragraph 18.

18.5 The Company shall have no liability for any failure or delay caused by the Merchant’s acts or omissions or resulting from actions taken by the Merchant in good faith to avoid violating a law, rule or regulation of any governmental authority or which is caused by circumstances beyond the Company’s control whether foreseeable or not, including (without limit) breakdown or failure in transmission links or any third party equipment, strike or industrial dispute.

19. Confidentiality and Record Keeping

19.1 The Merchant shall not disclose in any way any lists of Card Holders or Card numbers, or any other information hereunder or any information in relation to the Company’s business, to any party, except where:-

19.1.1 the information was lawfully in the possession of the Merchant prior to the term of this Contract;

19.1.2 the information is or becomes public knowledge through no fault or action of the Merchant;

19.1.3 the information is lawfully acquired by the Merchant from a third party independently of this Contract; or

19.1.4 the Merchant is required to disclose the information by any governmental agency lawfully requesting the same or by any court of competent jurisdiction acting pursuant to its powers or otherwise as required by any law.

19.2 The Merchant shall ensure that Consumers are notified where any information relating to them will be passed to any third party in accordance with the provisions of this Paragraph 19 or otherwise.

19.3 The Merchant acknowledges that Consumers shall authorise the Company to release Transaction receipts and any data or information relating to Transactions or Cards or Cardholders to any party (including without limitation the Acquirer) as is reasonably necessary for the purpose of fulfilling the Company’s payment processing obligations or for the purposes of fraud, other criminal detection or as required by law.

19.4 The Merchant agrees that the Company may disclose information concerning the Merchant to the Company’s Acquirer and the Card Issuers and other third parties for the purpose of assisting in identifying suppliers or others involved in amongst other things, fraud or suspected fraud, or who are or were suspected to be insolvent, or for use in any complaint, Cardholder query or information systems on which the Company’s Acquirer may operate, or similar.

20. Variation

20.1 Subject to the remainder of this Paragraph 20, these terms and conditions may be varied by the Company from time to time upon giving the Merchant not less than two months notice in writing from and including the date of notification.

20.2 The terms contained in the Term Sheet may be varied by the Company from time to time in writing by giving the Merchant not less than two months notice from and including the date of notification unless otherwise mutually agreed by both parties or where the terms allow immediate variation.

20.3 The Company may at its absolute discretion amend the Fees (detailed in Paragraph 11 and the Term Sheet) by way of notice served to the Merchant in accordance with Paragraph 24.1 of this Contract. Any such amendment will take effect not less than two months from and including the date of notification.

20.4 For the purposes of this Paragraph, notification to a Merchant upon logging onto the Company’s system shall constitute valid written notification.

20.5 Notwithstanding the other provisions of Paragraph 20, the Company reserves the right to modify as it feels fit and reasonable any or all limits applying to the Merchant’s account in order to comply with legal requirements and/or commercial considerations relating to the management and conduct of the account.

20.6 Where the Merchant requests a change to the limits applying to their account the Company will consider such requests and where agreeable will use best endeavours to make such changes within forty eight working hours.

21. Assignment

21.1 The Contract is entered into between the Company and the Merchant as principals and the Merchant shall not be entitled to assign the benefit or burden of it or of any interest in it without the prior written consent of the Company. The Company shall be entitled to sub-contract the whole or part of its obligations under the Contract and to assign its interest in the Contract.

22. Retention of Records

22.1 The Merchant shall retain copies of all Transaction receipts in the form of electronic data, with respect to Transactions submitted and any subsequent refunds made by the Company pursuant to this Contract for a period of three years.

22.2 The Merchant will provide copies of Transaction receipts to the Company within five working days of any request to do so being issued to the Merchant by the Company.

23. Entire Agreement

23.1 The Contract sets out the entire Contract between the Merchant and the Company, and no representations, warranties or assurances, written or oral, which are not specifically set out herein shall be implied as terms of this Contract. This shall not exclude or limit the liability of either party for fraudulent misrepresentation.

24. General Provisions

24.1 Any written notice may be delivered in person or sent by email, post, or by fax to the last known registered address or through the messaging service of the Company’s Merchant management system.

24.2 Notice shall be deemed duly given forty eight hours after posting by first class post (72 hours if second class), or immediately if delivered in person, or if by email or fax at the time of transmission if within normal working hours failing which the start of the next working day or if delivered by way of the Company’s Merchant management system.

24.3 The Merchant agrees that the Company may act on email notices or instructions which reasonably appear to emanate from the Merchant or an authorised employee or agent.

24.4 Any messages that originate from the Merchant’s server or the server of a third party designated by the Merchant and are received in the same form as sent will be deemed to be authorised by the Merchant and the Company shall not be liable for any consequence of processing such messages. The Company is not responsible for the security of data residing on a server of the Merchant’s or a third party designated by the Merchant.

24.5 This Contract shall supersede any previous agreement, whether written or oral, or any other understanding between the Merchant and the Company relating to its subject matter.

24.6 The Merchant may not assign this Contract or any rights hereunder, directly or by operation of law, without the prior written consent of the Company which consent may be withheld for any reason at the Company’s absolute discretion.

24.7 The Merchant is not the Company’s agent and is not entitled to contract on the Merchant’s behalf in any way with the Company’s Merchants, Cardholders or other third parties.

24.8 Subject to the right of any Associated Company to enforce any term of this Contract, the Company and the Merchant are the only parties who may rely on or enforce this Contract and for this reason the Contract (Rights of Third Parties) Act 1999 is excluded.

24.9 If any provision of this Contract is held invalid or unenforceable by any court of law, it is the intention of the parties that all other provisions of this Contract be construed to remain fully valid.

24.10 This Contract shall be governed by and construed in accordance with English law and both the Merchant and the Company agree to submit to the sole jurisdiction of the English courts.

24.11 No failure or delay by the Company in exercising its rights under the Contract shall be construed as a waiver or release of that right unless otherwise agreed by the Company in writing.

24.12 Where the due date for payment is not specified in this Contract or otherwise specified by the Company in a request for payment, the due date for payment shall be twenty four hours from the sum due or the request being notified to the Merchant. Where the Merchant fails to pay any sum by its due date, the Company may charge interest at the rate of 3% per month above the NatWest Bank base rate from time to time, compounded monthly whether before or after judgement on any sum which the Merchant fails to pay. Interest accrued may be applied to the Merchant Account.

24.13 The Merchant shall quote its account number on all correspondence with or notices to the Company.

24.14 Any use of the Merchant Account by the Merchant shall constitute acceptance of the Contract.

24.15 The Merchant agrees that the Company may, from time to time, display marketing or promotional material to the Cardholder during the Transaction process and thereafter via other electronic methods.

24.16 In order to open and continue operating an Account, on the application date the Merchant must be:-

(a) An individual of at least 18 years of age; or

(b) A partnership whereby at least one partner is at least 18 years of age; or

(c) A body corporate (including without limitation private limited companies and public limited companies) where at least one Director is at least 18 years of age; and

(d) A business or organisation which is able to enter into a legally binding contract.

24.17 The Merchant agrees, understands and acknowledges this contract is a commercial contract and as such falls outside of the scope of the Unfair Terms in Consumer Contracts Regulations 1999.

24.18 The Company is registered with the Financial Conduct Authority as a small e-money issuer (registered number 900045).

As a financial services company we have an obligation by law to ensure we meet with industry requirements to combat crime and prevent money laundering. One of these obligations is to ensure we satisfactorily identify our Merchants and other users of our service.

To comply with these obligations the Company may, from time to time, request certain information from the Merchant (and associated persons). This includes information provided at the time of application and may include the request to provide proofs of identification along with other documentation. The identification process may involve checking the details supplied by the Merchant with databases operated and accessed by identity management companies, credit reference agencies, fraud prevention agencies and other relevant agencies.

The Company uses scoring methods to verify your identity. A record of this search will be retained by the Company and may be used to help other companies to verify your identity. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our service users from theft and fraud. If you give false or inaccurate information and we suspect fraud, we may record this and share this information with other organisations. By accepting these Terms and Conditions you grant the Company authority to undertake such identity checks as are required from time to time and to forward these details on to other organisations as detailed above.

Failure to provide acceptable proofs of identity may lead to the suspension or closure of the Account and freezing of all balances therein.

From time to time the Company will perform a commercial risk assessment of the Merchant and this may necessitate the need to carry out further reviews including financial reviews and credit checks on the Merchant and/or associated persons.

Where reasonably requested to do so the Merchant agrees to provide the Company with information regarding their organisation, such information may include a request to provide financial information and merchant processing statements from other payment providers.

The Merchant agrees to provide this information and to having credit checks being performed. Where you send us any details about yourself or others, we will ensure that we hold this information in accordance with the Data Protection Act 2018.

24.19 The Merchant acknowledges that for the purposes of the Payment Services Directive, you are neither a consumer nor micro-enterprise, and accordingly the parties agree to disapply or apply differently (as set out in this Agreement) the following provisions of the Directive and corresponding provisions of applicable national law: Articles 32-33, 41-45, 48, 52(1), 58 (time period only), 59(1), 66 and 75

24.20 In the event of any inconsistency between any provision of this agreement and the Card scheme rules, the Card scheme rules will take precedence.

25. Interpretation
In this Contract:-

25.1 the subject headings of the paragraphs and sub paragraphs of this Contract are included for convenience only, and shall not affect the construction or interpretation of any of its provisions;

25.2 reference to “this Contract” includes any amendments to these terms and conditions and the Term Sheet and any variation thereto;

25.3 any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated or re-enacted;

25.4 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;

25.5 the words “in writing” and “written” shall be interpreted to include any document which is recorded in manuscript, typescript and any electronic communication (as defined in Section 15 of the Electronic Communications Act 2000);

25.6 the words “day” and “month” mean calendar day and calendar month unless otherwise stated;

25.7 the words “working days” shall mean Monday through to Friday, excluding bank and public holidays;

25.8 the words “working hours” shall mean 9:00am through to 5:30pm on a working day;

25.9 the word “partnership” shall mean an entity comprising more than one person, where all such persons shall be jointly and severally liable for the performance of the Merchant’s obligations notwithstanding the signatories to this Contract; and

25.10 except as otherwise expressly provided in this Contract, all remedies available to either party under this Contract are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not exclude the exercise of any other remedy.

E&OE

Nochex Limited (Company Number 03940921), whose registered address is Regent House, Bath Avenue, Wolverhampton, WV1 4EG.

16th September 2016

TERMS AND CONDITIONS – MERCHANT (FRAMEWORK TERMS) FOR MOTO

1. DEFINITIONS AND INTERPRETATION

1.1 In this Contract:-

“Acceptable Use Policy” means the Nochex Acceptable Use Policy as may be amended from time to time and published on the Nochex website;

“Account” means a Nochex Emoney stored value account and “Account Holder” shall be construed accordingly;

“Acquirer” means the financial institution to which the Company will route transaction data for authorisation, clearing and settlement purposes;

“Associated Company” means in respect of the Company, any and all companies which are subsidiaries or holding companies of the Company (as appropriate) or any subsidiary of such holding company from time to time and “subsidiary” and “holding company” shall have the same meanings as set out in section 736 of the Companies Act 1985 as amended by section 144 of the Companies Act 1989;

“Authorisation” means the methodology whereby the Card Issuer confirms that there are sufficient funds on the account to support the Card Transaction and that the Card has not been reported as lost or stolen;

“Autosweep” is an automated Withdrawal setting available to eligible Merchants;

“Available Balance” has the meaning set out in Paragraph 9;

“Card” means a current debit or credit card that the Company may accept for processing, as advised to the Merchant from time to time and “Cardholder” means the legitimate and rightful holder of the Card;

“Card Issuer” means a financial institution that issues Cards to Cardholders;

“Card Transaction” means a Transaction undertaken by the Merchant with a Cardholder;

“Chargeback” means a disputed Card Transaction that is or may be charged to the Company by the Card Issuer/Acquirer on behalf of the Cardholder;

“Company” means Nochex Limited (Co. No. 03940921), Regent House, Bath Avenue, Wolverhampton, WV1 4EG or any Associated Company;

“Consumer” means each and any Cardholder entering into a Transaction;
“Consumer Email” means the valid email address of the legitimate Cardholder that authorises a Transaction;

“Contract” means the Term Sheet together with these terms and conditions as each may be varied from time to time in accordance with the terms set out below;

“Disputed Transaction” means a Card Transaction which is disputed by a Cardholder or Card Issuer either by notification from the Cardholder to the Company or the Card Issuer to the Company;

“Emoney” means monetary value denominated in GBP Sterling, as represented by a claim which is stored on an electronic device, issued on receipt of funds and accepted as a means of payment by persons other than the issuer;

“Fees” mean those non-refundable charges specified in Paragraph 11 and/or the Term Sheet;

“Fines” mean any fine or amount which may be imposed on the Company for excessive Chargebacks or any fine or amount charged to the Company by any party as a result of any activity related directly or indirectly to the Merchant;

“Merchant Account” means an Emoney account opened by the Company in the name of the Merchant for the purpose of providing the Merchant Service in respect of Transactions;

“Merchant Service” means the MOTO payment facilitation service provided by the Company to the Merchant allowing Consumers to pay for goods and services from the Merchant;

“Merchant” means the person or partnership (and for the avoidance of doubt person is the legal definition) as specified on the Account and / or in the Term Sheet. In the context of this definition “Merchant” is a term used to describe a vendor and applies to Merchant Accounts;

“MOTO” means Mail Order Telephone Order and “MOTO Merchant Account” is construed accordingly;

“PCI DSS Card Data Compromise” means the loss or compromise of Sensitive Card Data collected from Cardholders by the Merchant;

“Refund” means either a reversal of a Card Transaction in order to credit the Cardholder;

“Recurring Payment” means an automatic Transaction setup and agreed by a Consumer to pay a Merchant on a regular basis in accordance with a pre-agreed schedule, comprising an initial MOTO Transaction followed by subsequent Transactions made in accordance with the Consumer’s pre-agreed schedule;

“Registered Account” means the Merchant’s registered bank account as notified and approved by the Company from time to time;

“Registered URL” means the Merchant’s trading website address that has been notified to and been accepted by the Company;

“Sensitive Card Data” means Primary Account Number (commonly known as Card number or PAN), Card Expiry Date and Card Security Number (commonly known as CVV or CV2)

“Term Sheet” means the term sheet accepted by the Merchant and the Company and as may be amended by the Company from time to time, forming an integral part of the contractual terms and setting out the details of the initial commercial terms applied by the Company to the Merchant Account;

“Transaction” means a MOTO Card Transaction; where a Cardholder provides their card details to the Merchant in order to facilitate the purchase of goods or services from the Merchant. Such purchase can be either a single purchase or form part of a scheduled Recurring Payment ;

“Withdrawal” means converting part or all of the Available Balance held in the Merchant Account to GBP Sterling and transferring those funds to the Registered Account;

2. Merchant Service

2.1 The Company will:-

2.1.1 provide the Merchant with the Merchant Service to process Transactions in accordance with this Contract;

2.1.2 pay to the Registered Account any Withdrawal due in respect of the Merchant Service, subject to the provisions of this Contract; and

2.1.3 make available to the Merchant through the Company’s Merchant management system statements showing the value of all Transactions.

3. Authorisation of Transactions

3.1 Subject to Paragraph 8.5:-

3.1.1 Authorisation of Card Transactions shall not in any way be binding on the Company as to the validity of any Transaction or Transaction receipts;

3.1.2 the Company gives the Merchant no assurances that any given Transaction will be honoured; and

3.1.3 notwithstanding Authorisation, the Company reserves the right to exercise Chargeback or other rights of reduction or set-off under this Contract, including without limitation rights in accordance with Paragraph 10.

3.2 The Company shall seek on-line Authorisation from the Acquirer for all Card Transactions.

4. Recurring Payments

4.1 Where the Merchant has Recurring Payments enabled the Merchant has the following obligations:

4.1.1 to explicitly agree with the Consumer the amount, frequency and duration of the Recurring Payments;

4.1.2 provide a schedule of Recurring Payments to the Consumer. Where there is no end date this should be clearly specified on the schedule;

4.1.3 provide a simple, easy to use and effective online cancellation procedure for the Consumer, this process must be available for a Consumer to cancel a Recurring Payment schedule at any time;

4.1.4 allow the Consumer to cancel their Recurring Payment schedule up to twenty four hours in advance of the next scheduled payment;

4.1.5 once a Recurring Payment schedule is cancelled by a Consumer the Merchant must ensure the Recurring Payment schedule is cancelled with the Company immediately. The Company’s Merchant management system should be used for cancellations.

4.1.6 following successful cancellation of a Recurring Payment schedule a Merchant must not process any further payments from that schedule. Where the Merchant and Consumer agree to reinstate a payment schedule a new Recurring Payment schedule must be setup.

4.2 Where a Consumer contacts the Company directly to cancel a Recurring Payment schedule the Merchant agrees and acknowledges the rights of the Company to make such cancellation. The Company will endeavour to contact the Merchant within twenty four working hours to acknowledge the Consumer’s cancellation request.

5. Trading Limits

5.1 The Term Sheet may set out the Merchant’s Trading Limit for aggregate Transaction and/or Withdrawal values in any one calendar month (the “Trading Limit”). The Merchant shall not exceed the Trading Limit without the Company’s prior written approval.

5.2 Transactions and/or Withdrawals above the Trading Limit may be refused by the Company;

5.3 The Merchant agrees not to split payment of an order into multiple Transactions in order to seek to circumvent the Transaction limits set on the Account.

6. Transaction Confirmations

6.1 As an integral part of each Transaction that the Merchant submits to the Company, the Merchant undertakes to include the Consumer Email address associated with each such Transaction that they submit.

6.2 When the Merchant processes a live Transaction the Company shall issue an email Transaction confirmation both to the Merchant and to the Consumer. Both parties acknowledge that the Transaction confirmation is not absolute proof that payment has been credited to the Merchant Account. It is recommended the Merchant always checks their Merchant Account transaction history as proof the Transaction has concluded successfully.

6.3 From time to time the Merchant may place their Account in test mode or may instruct the Company to place their Account in test mode. Whilst in test mode any test transactions processed will be confirmed by a test email confirmation to both the Merchant and the Consumer. These are clearly marked as ‘test’ and should not be construed as anything other than test transactions. It is the Merchants responsibility to ensure their account is setup correctly in either the ‘live’ or ‘test’ mode.

7. Refunds

7.1 Where the Merchant wishes to make a Refund to a Consumer, the Merchant shall advise the Company by such automated systems as the Company shall make available to the Merchant from time to time.

7.2 Refunds will only be made to the Card to which the original Transaction was debited and not by any other method.

7.3 The Company shall only process Refunds to the extent of the Merchant’s Available Balance. Where the Available Balance is less than the full amount of the requested Refund, the Refund will not be processed. However when an appropriate Available Balance is available on the Merchant Account, the Merchant may process a Refund.

7.4 Refund(s) can only be processed up to the value of the original Transaction.

7.5 The Company reserves the right to initiate a refund on behalf of the Merchant where the Company at its sole discretion reasonably believes there is a heightened risk of Chargeback.

8. Chargebacks and Disputed Transactions

8.1 Subject to clause 8.5, in the event of any Chargeback arising in respect of any Transaction the Company shall immediately be entitled to recover from the Merchant, in addition to any recovery in accordance with Paragraph 10:-

8.1.1 the amount paid by the Company in respect of the relevant Chargeback and/or Transaction;

8.1.2 a Chargeback administration fee;

8.1.3 an excessive Chargeback administration fee where applicable

8.1.4 any other costs and expenses the Company may incur as a result of or in connection with a Chargeback or Disputed Transaction.

8.2 The Card Issuer’s decision shall be conclusive as to the determination of any Chargeback; it is important to understand the Company is not party to the decision of the outcome of a Chargeback and has no control over this. Wherever practicable, notice to the Merchant of a Chargeback will be accompanied by an explanation of the reason for it. Where the Company is notified of any invalid or Disputed Transactions the Company will notify the Merchant of the same by email, fax or letter accompanied by an explanation of the reason for it. The Company will identify the Transaction as Disputed and shall have the right to debit it back to the Merchant along with associated fees. The Transaction shall be credited back to the Merchant if it becomes no longer a Disputed Transaction.

8.3 The Merchant shall:-

8.3.1 fully, promptly and properly investigate Disputed Transactions;

8.3.2 take all reasonable steps to resolve disputes with Cardholders in a timely manner; and

8.3.3 follow any procedures for handling Disputed Transactions and Chargebacks which the Company advises from time to time.

8.4 The Company has the right in respect of any Transaction to suspend the processing of such Transaction and/or withhold the amount of such Transaction until the satisfactory completion of any investigation.

8.5 In the event that the Company reasonably considers that there is a heightened risk of Chargeback the Company shall be entitled to retain funds from any proposed Withdrawal to cover the potential or actual amount of such Chargeback(s) and associated Chargeback fees and/or recover from the Merchant such additional funds as the Company may reasonably specify to cover Chargebacks, potential Chargebacks and associated Chargeback fees.

8.6 (Unlike Ecommerce Card Transactions), Transactions are not eligible to be authenticated using either Verified by Visa or MasterCard Secure Code or other similar Card scheme security validation. As such, the Merchant acknowledges that there is a higher potential for Transactions to be disputed and or claimed to be fraudulent and or Chargedback, either by Cardholders or by their Issuing Bank. The Merchant undertakes to have in place sufficient precautionary measures in order to mitigate such risk.

9. Withdrawals and Retentions

9.1 “Account Balance” shall comprise all Transactions undertaken to the Merchant’s order less all Withdrawals made after deducting:-

9.1.1 all Refunds processed;

9.1.2 the Fees;

9.1.3 Chargebacks, associated fees and any Fines to the Company passed on by the Acquirer in respect of Transactions;

9.1.4 Disputed Transactions and any amounts reasonably required to cover potential or expected Refunds, Chargebacks plus any associated fees or Disputed Transactions; and

9.1.5 any other charges or amounts due to the Company under this Contract.

9.2 “Available Balance” is the value of the Emoney in the Merchant Account that is available for Withdrawal (and for the avoidance of doubt excludes the Retained Balance, Rolling Reserve and any other form of surety held by the Company in respect of the Merchant Account).

9.3 “Retained Balance” and “Rolling Reserve” is the value (if any) of the Emoney that the Company requires the Merchant to hold in the Merchant Account in accordance with Paragraphs 9.10 to 9.11 of this Contract.

9.4 Settlement of the Available Balance to the Registered Account will be automatically undertaken by the Company employing Autosweep Withdrawal. This will be scheduled to occur on a weekly basis as detailed in the Term Sheet.

9.5 Unless otherwise agreed by the Company in writing each Withdrawal will be transferred by BACS to the Registered Account.

9.6 The Company may withhold from the Withdrawal:-

9.6.1 any amounts reasonably required to cover potential or expected Refunds, Chargebacks and any associated fees or Disputed Transactions; and/or

9.6.2 the amount of any excess trading over the agreed Trading Limit if a Trading Limit is set out in the Term Sheet.

9.7 In the event that the Account Balance is negative (i.e. the value of all items listed in Paragraph 9.1 exceeds the value of the Transactions made), the Merchant needs to immediately deposit funds with the Company to eliminate any such negative Account Balance.

9.8 Notwithstanding Paragraph 9.8, the Company reserves the right at any time to recover from the Merchant all or part of such negative balance.

9.9 The Company may require the Merchant to hold a Retained Balance, Rolling Reserve and/or other form of surety in the Merchant Account at all times during the term of this Contract, in the amount, rate and form as specified from time to time in the Term Sheet.

9.10 The Company reserves the right at its absolute discretion to amend the amount and rate of the Retained Balance and/or Rolling Reserve or any other such security at any time.

10. Recovery of Sums

10.1 The Company shall be entitled to set-off, deduct or withhold without notice to the Merchant any sums due to the Company from the Merchant against any amounts payable to the Merchant by the Company. For the avoidance of doubt this includes multiple Accounts held by the Merchant with the Company. The Merchant shall not be entitled to set-off any sums owed by the Company to the Merchant from any sums due to the Company from the Merchant under this Contract or otherwise.

10.2 Where any sum is due to the Company or recoverable from the Merchant under the terms of this Contract or by operation of law and notwithstanding any other provision in this Contract, the Merchant unconditionally and irrevocably authorises the Company to deduct such sums from the Merchant Account and/or the Registered Account. As an alternative, the Company may request payment from the Merchant and such payment shall be made electronically (quoting the Merchant’s account number) to the Company within twenty four hours of receipt of such request.

10.3 The Company requires the Merchant to have in place for the duration of this Contract, Direct Debit instruction(s) against the Merchant’s Registered Account, as this may change from time to time. Where a Direct Debit instruction has been setup the Merchant authorises the Company to use the Direct Debit instruction(s) to recover any sums due to the Company under this Contract.

11. Fees

11.1 In consideration for the Company providing the Merchant with the Merchant Service, the Merchant agrees to pay the Company the Fees as follows and as further detailed in the Term Sheet:-

11.1.1 A one-time (non-refundable) account setup fee payable prior to account activation (the “Set-up Fee”);

11.1.2 A percentage charge (the “Transaction Percentage”) shall apply as detailed in the Term Sheet in respect of Transactions arising from Visa (Credit or Debit cards), MasterCard (Credit or Debit cards), Maestro (Debit cards), or Corporate Business or Premium cards issued by Visa or MasterCard; and

11.1.3 A fixed charge for all Transactions (the “Transaction Fee”);

11.1.4 Where the Merchant is eligible to register multiple URLs a one-time (non-refundable) £5.00 registration fee applies for each additional Registered URL;

11.1.5 An inactivity charge at the rate of no more than £8.00 per month may be applied retrospectively in the event that the account receives no Transactions for a period greater than six consecutive months;

11.1.6 In addition to the Transaction Percentage detailed in Paragraph 11.1.2 there shall be a supplemental charge of 0.5% for Transactions arising from Cards issued within Europe, but outside the UK, and a supplemental charge of 1.0% for Transactions arising from Cards issued outside Europe.

11.1.7 A monthly account fee for the amount specified in the Terms Sheet

11.1.8 A fixed charge for all Transactions which are Refund transactions, whether partial Refunds or full Refunds.

11.2 Without prejudice to its other rights, the Company may withdraw or suspend the Merchant Service if Fees or other sums payable to the Company are not paid when due.

11.3 The Merchant shall pay and the Company shall be entitled to recover from the Merchant all reasonable costs incurred by the Company in dealing with Consumer disputes, Refunds, Chargebacks, Disputed Transactions, PCI DSS Card Data compromises or other miscellaneous administration relating to Transactions or the operation of the Merchant Account.

11.4 Where the Merchant receives an excessive number of Chargebacks (typically greater than 1% of the number of sales Transactions) the Company reserves the right to charge an excessive Chargeback fee of £30 per Chargeback in addition to the standard Chargeback fee set out in your Term Sheet.

11.5 The Company reserves the right to increase the Fees in respect of individual Card Transactions if such Transactions cause an increase in the Company’s costs.

11.6 Under no circumstances is the Merchant Account to be used for the processing of payments associated with illegal activities or other activities which may be prohibited by the Acceptable Use Policy. Where the Merchant Account is closed for such reasons the Company reserves the right to apply a reasonable Account closure administration charge of up to £500.

11.7 From time to time we may agree to provide you with a managed service in respect of your Nochex account. Where this is the case we shall agree a bespoke fee in writing with you for such managed service.

12. Term and Termination

12.1 This Contract shall commence on the earliest occurrence of any of the following,:
12.1.1 acceptance of the Term Sheet by the Merchant as issued by the Company;
12.1.2 the Merchant logging into their account for the first time;
12.1.3 the first time a transaction is processed to the Merchant Account no matter whether the transaction is a live or test Transaction.

12.2 The Contract, subject to termination pursuant to Paragraph 12.3, will continue in force until terminated at the earlier of one party giving to the other not less than thirty days valid notice or where a period of six months has elapsed since the last Transaction.

12.3 The Company will be entitled to suspend the Merchant Service and/or terminate the Contract with immediate effect by notice to the Merchant in the event of any of the following:-

12.3.1 the Merchant fails to pay any amounts due to the Company by the due date;

12.3.2 the Merchant breaches any warranty or other term of this Contract or if any claim described in Paragraph 15 occurs;

12.3.3 the Merchant fails to notify the Company in writing of any change in the nature of the Merchant’s business or the goods and/or services supplied;

12.3.4 anything happens to the Merchant or a matter is brought to the Company’s attention which in the Company’s opinion may affect the Merchant’s ability or willingness to comply with all or any of its obligations or liabilities under this Contract;

12.3.5 anything happens in relation to the Merchant or any matter is brought to the Company’s attention which in the Company’s opinion could damage the Company’s reputation or the reputation of the Card Acquirer or Card schemes, or could prove detrimental to its business or may give rise to fraud or suspicion of fraud or other criminal activity including, without limitation, where the Company determines that the level of Chargebacks or invalid Transactions or Refunds undertaken by the Merchant is excessive or unreasonable;

12.3.6 where the Company is instructed to do so by the Card Acquirer or Card schemes;

12.3.7 the Company is unable to process Card Transactions for any reason;

12.3.8 the Merchant does not receive a Transaction for a period greater than six consecutive months;

12.3.9 the Merchant becomes insolvent or in the Company’s opinion there is any material adverse change in the Merchant’s financial condition, business or assets.

12.4 Upon termination of this Contract:-

12.4.1 the Merchant will immediately discontinue the use of all Merchant Services provided by the Company;

12.4.2 the Merchant shall not be relieved from its obligation to pay any outstanding Fees or other sums that are owed or may become due to the Company;

12.4.3 the Available Balance, Rolling Reserve and any other surety held by the company shall be adjusted to take account of all sums due to the Company;

12.4.4 the Company shall be entitled to recover from the Merchant all sums due to the Company under this Contract;

12.4.5 providing the Merchant has adhered to the Acceptable Use Policy at all times and the account is in good standing the Retained Balance, Rolling Reserve Balance and any other such Balance that may be owing to the Merchant shall be available for release one hundred and eighty days after the date of termination of this Contract;

12.4.6 expiry or termination of this Contract shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party;

12.4.7 expiry or termination of this Agreement shall not prejudice or affect any right or obligation which expressly or by implication is intended to survive expiry or termination including obligations of confidentiality and any indemnities given to the Company by the Merchant; and

12.4.8 the Merchant grants the Company sole control over the Retained Balance, Rolling Reserve Balance and any other such Balances and the Company may exercise its rights under this agreement to collect any amounts due to the Company from these balances including without limitation rights of set-off. For the avoidance of doubt this includes rights of set-off where the Merchant becomes insolvent or bankrupt or enters into an agreement with creditors or suffers any similar action regarding any debts.

12.4.9 all Registered URLs will be de-registered;

12.4.10 the Merchant has the right to redeem any Emoney held in their Available Balance for a period of up to six years following date of termination.

13. Merchant Obligations

13.1 The Merchant warrants that:-

13.1.1 all information provided to the Company including any information provided as part of the application process by the Merchant is complete, accurate and not misleading;

13.1.2 no information has been withheld which, if provided, could have materially affected the Company’s decision to enter into this Contract;

13.1.3 the Registered Account is lawfully owned by the Merchant;

13.1.4 any and all Registered URLs are owned by and operated by the Merchant;

13.1.5 the Merchant will use all reasonable endeavours to maintain the value and reputation of the Company and shall refrain from doing anything which may adversely affect the reputation of the Company; and

13.1.6 the Merchant will conduct its business affairs in a legal and proper fashion and in accordance with the terms and intent of this Contract, and in compliance with all applicable government legislations and regulations.

13.2 The Merchant will:-

13.2.1 provide the Company in a timely manner with accurate information regarding the financial standing and any other information reasonably requested by the Company;

13.2.2 advise the Company in writing of any errors in the Merchant Service;

13.2.3 not permit or authorise any other person to use the Merchant Service nor use the Merchant Service as agent of or otherwise for the benefit of any other supplier of goods or services;

13.2.4 not process a Transaction in order to give the Consumer cash;

13.2.5 fully comply with any rules imposed by the Card schemes, Card Issuers and Card Acquirers including but not limited to non-discrimination against any Card schemes or Card types in any way;

13.2.6 not engage in conduct that could injure or create a risk of injury to the Company or Card schemes including, but not limited to, injury to reputation, systems and confidential information;

13.2.7 agree not to take any action that could prevent or interfere with the rights of the Company or the Card schemes to take action or to remedy this clause 13;

13.2.8 offer for sale through the Merchant Service, only products and services that are reasonably within the ordinary scope of the Merchant’s business as notified to the Company during the application process and as notified to the Company from time to time (and as varied in accordance with this Contract);

13.2.9 provide the Company with up to date information regarding the Merchant’s business for example any changes to legal name, trading name (otherwise known as ‘Doing Business As’ or ‘DBA’ name), address(es), proprietor(s), director(s), controller(s) including changes to the structure of the Merchant’s business;

13.2.10 provide the Company with up to date information regarding products and services being sold and/or previously sold through the Merchant’s business;

13.2.11 provide the Company with up to date URL information and in particular notify the Company whenever a previously Registered URL becomes inactive, parked, no longer used, down for maintenance, sold or otherwise made obsolete;

13.2.12 offer products or services for sale only if the Merchant has legitimate rights to market and sell such products or services;

13.2.13 offer products or services for sale only if they are in compliance with the Acceptable Use Policy, and in all other respects act in compliance with the Acceptable Use Policy;

13.2.14 display on its website(s) and any other promotional material, in such manner as the Company may require, such promotional signs or other material which may be provided by the Company and use of names or designs approved by the Company solely to indicate that the Company accepts Card payments for goods and services that the Merchant supplies, and are processed by the Company. The Merchant shall not use any other material referring to the Company without the Company’s prior written approval. The Merchant shall display the brand name and logo of any Card scheme which the Company notifies the Merchant is applicable.

13.2.15 remove from use any Card scheme logos or trademarks that the Company or Card schemes may prohibit the Merchant to use from time to time. The Merchant acknowledges the Card schemes are the sole owners of the Card scheme trademarks and agree not to contest ownership of the Card scheme trademarks;

13.2.16 not use the Merchant Services in any manner, or in furtherance of any activity which may constitute a violation of any law or regulation or for any improper purpose or which may cause damage to the Company’s reputation or subject the Company to investigation, prosecution or legal action;

13.2.17 co-operate with the Company, the Company’s Card Acquirers and Card schemes in respect of any issues arising out of a breach or potential breach of confidential information held by the Merchant;

13.2.18 immediately notify the Company in accordance with Paragraph 25.1 if:-

(a) there is any material change in the nature of the product or services offered on the Merchant’s website(s); or

(b) any technical alterations are made to the Merchant’s website(s) which might interfere with or affect its integration with the Company’s payment page;

13.2.19 be responsible for the statements, instructions, acts or omissions of any person who reasonably appears to have authority to act on its behalf;

13.2.20 provide the Company with any information reasonably required to assess creditworthiness and advise the Company as soon as the Merchant becomes aware of a material adverse change in its financial standing or an intention to close down its on-line or off-line business or transfer to another processor or Acquirer;

13.2.21 advise the Company as soon as the Merchant becomes aware of major or multiple product defects or logistical problems which could give rise to Chargebacks or refunds;

13.2.22 act in a reasonable manner to resolve Cardholder Disputes or potential disputes;

13.2.23 describe accurately on its website(s), including a full description of its trading name, legal name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies and comply at all times with any laws governing consumer and/or internet transactions;

13.2.24 comply with any code of best practice that the Company may provide to the Merchant including security to ensure Transactions are transmitted in an encrypted form using such protocol notified by the Company to the Merchant from time to time; and

13.2.25 comply with Payment Card Industry Data Security Standards (henceforth “PCI DSS”) at all times and shall allow the Company and its third party agents to carry out periodic audits of the Merchant’s processes and systems to ensure compliance. To clarify, Nochex takes responsibility for cardholder data while the data is being stored, processed or transmitted by Nochex.

13.3 Notwithstanding paragraph 13.2.25 relating to Transactions, by signing this Contract, the Merchant declares that in connection with all Transactions, you are solely using the Nochex MOTO (Virtual Terminal) service in conjunction with the Nochex Gateway; and that the Merchant is thereby fully compliant with the PCI DSS and accepts all liability for losses resulting from compromised card data arising from failures to adhere to the PCI DSS.

13.4 Breach of this Paragraph 13 shall entitle the Company to:-

13.4.1 re-assess the Merchant and immediately revise the Term Sheet or any term(s) contained therein to the extent that the Company believes necessary to allow the Merchant to continue to receive the Merchant Service; or

13.4.2 immediately terminate this Contract.

13.5 In the event of the Merchant experiences or suspects a security breach, the Merchant undertakes to immediately inform the Company. The Merchant is to provide the Company with a list of the compromised cards within 24 hours and an incident report within four business days of the reported compromise.

14. Merchant Data Security Requirements – PCI DSS

14.1 Merchants handling, transmitting or storing cardholder data must ensure that they are in compliance with the 12 requirements of the PCI DSS ‘control objectives’ outlined in detail on the PCI council website which can be located at: https://www.pcisecuritystandards.org/.

The Merchant is required to provide validation of PCI DSS compliance in accordance with the PCI DSS Council requirements.
14.2 In order to reduce the risk of data compromises, the Merchant explicitly warrants that they will not record Sensitive Card Data provided by Cardholders, rather this will be entered by the Merchant directly onto the secure Nochex MOTO module and thus transmitted to the Company for Authentication.

15. Indemnities

15.1 The Merchant shall indemnify and keep indemnified the Company against all losses, costs, expenses, damages and liabilities incurred by the Company as a result of any claim brought against the Company by any Cardholder, Card Issuer or other third party as a result of:-

15.1.1 breach of this Contract by the Merchant; and/or

15.1.2 wilful or negligent acts of omissions of the Merchant, its employees, agents or representatives.

15.2 The Merchant agrees that as between the Merchant and the Company it is the Merchant’s responsibility to prove to the Company’s satisfaction that the debit of a Card was fully and properly authorised by the Cardholder.

15.3 If a claim is brought against the Merchant or against the Company as a result of the activities or actions of the Merchant, by a Cardholder, a Card Issuer, a Card Acquirer, a Card scheme or other third party the Company will be entitled to settle or otherwise deal with it at its absolute discretion, including taking such steps as are reasonable to mitigate any potential loss the Company may incur and the Company shall be entitled to recover all costs of such actions in accordance with Paragraph 15.1.

16. Compliance

16.1 The Merchant shall ensure compliance with all applicable local laws in the execution and performance of this Contract and without prejudice to the Company’s rights shall immediately bring to the Company’s attention in writing any circumstances that prevent compliance with this Contract.

17. Processing Currency

17.1 All Transactions are denominated in GBP Sterling and Withdrawals shall be made in GBP Sterling.

18. Merchant’s Website(s)

18.1 The Merchant agrees to display on the home page and the payment page of its website(s) a logo and link provided by the Company indicating that the Merchant is a client of the Company.

18.2 The Merchant hereby agrees to the Company referring to the Merchant as a Nochex Merchant and using the Merchant’s name, website address, logo and trademark in the Company’s promotional material and that of its partners’ promotional material should the Company so wish and in accordance with policies as provided to the Merchant from time to time.

18.3 The Company may issue a policy in relation to the Merchant’s obligations under this Paragraph 17. The Merchant shall comply with such policy as if set out herein.

19. Limitation of Liability

19.1 Except in respect of death or personal injury resulting from its negligence, and subject to Paragraph 19.2, the Company’s cumulative liability for any loss or damage arising with respect to any given Transaction shall be limited to the value of that Transaction less the applicable processing fees payable to the Company under this Contract in respect of that Transaction.

19.2 In no circumstances whatsoever shall the Company be liable, in contract, tort (including negligence), or otherwise for:-

19.2.1 losses special to the particular circumstances of the buyer;

19.2.2 indirect or consequential losses;

19.2.3 recall costs and business disruption or interruption costs;

19.2.4 cost incurred in connection with the removal, disposal or storage of defective goods;

19.2.5 damage to goodwill or reputation;

19.2.6 loss of profits or contribution;

19.2.7 wasted expenditure;

19.2.8 damage to property; or

19.2.9 losses arising from third party claims, resulting from any act or omissions on the Company’s part or any other person authorised by the Company.

19.3 Each of the sub-conditions in Paragraph 19.2 are to be regarded as separate and severable Paragraphs. If any sub-condition shall be or become void or unenforceable in whole or in part, the other provisions shall remain valid and enforceable.

19.4 The Company’s Fees are compiled assuming that the limits of liability set out in this Paragraph 19 are observed. Accepting greater levels of potential liability would render the supplies concerned of an unacceptably high level of risk compared to the associated return anticipated by the Company. The Merchant therefore fully acknowledges and accepts the limits on liability in this Paragraph 19.

19.5 The Company shall have no liability for any failure or delay caused by the Merchant’s acts or omissions or resulting from actions taken by the Merchant in good faith to avoid violating a law, rule or regulation of any governmental authority or which is caused by circumstances beyond the Company’s control whether foreseeable or not, including (without limit) breakdown or failure in transmission links or any third party equipment, strike or industrial dispute.

20. Confidentiality and Record Keeping

20.1 The Merchant shall not disclose in any way any lists of Card Holders or Card numbers, or any other information hereunder or any information in relation to the Company’s business, to any party, except where:-

20.1.1 the information was lawfully in the possession of the Merchant prior to the term of this Contract;

20.1.2 the information is or becomes public knowledge through no fault or action of the Merchant;

20.1.3 the information is lawfully acquired by the Merchant from a third party independently of this Contract; or

20.1.4 the Merchant is required to disclose the information by any governmental agency lawfully requesting the same or by any court of competent jurisdiction acting pursuant to its powers or otherwise as required by any law.

20.2 Notwithstanding the requirements of clause 20.1 the Merchant explicitly undertakes that during the term of this Agreement they shall not record nor retain any or all of:-

20.2.1 Card numbers;
20.2.2 Card expiry dates; or
20.2.3 Card security numbers (CVV)

20.3 The Merchant shall ensure that Consumers are notified where any information relating to them will be passed to any third party in accordance with the provisions of this Paragraph 20 or otherwise.

20.4 The Merchant acknowledges that Consumers shall authorise the Company to release Transaction receipts and any data or information relating to Transactions or Cards or Cardholders to any party (including without limitation the Acquirer) as is reasonably necessary for the purpose of fulfilling the Company’s payment processing obligations, or for the purposes of the detection and/or reduction of fraud, other criminal detection or as required by law.

20.5 The Merchant agrees that the Company may disclose information concerning the Merchant to the Company’s Acquirer and the Card Issuers and other third parties for the purpose of assisting in identifying suppliers or others involved in amongst other things, fraud or suspected fraud, or who are or were suspected to be insolvent, or for use in any complaint, Cardholder query or information systems on which the Company’s Acquirer may operate, or similar.

21. Variation

21.1 Subject to the remainder of this Paragraph 21, these terms and conditions may be varied by the Company from time to time upon giving the Merchant not less than two months’ notice in writing from and including the date of notification.

21.2 The terms contained in the Term Sheet may be varied by the Company from time to time in writing by giving the Merchant not less than two months’ notice from and including the date of notification unless otherwise mutually agreed by both parties or where the terms allow immediate variation.

21.3 The Company may at its absolute discretion amend the Fees (detailed in Paragraph 11 and the Term Sheet) by way of notice served to the Merchant in accordance with Paragraph 25.1 of this Contract. Any such amendment will take effect not less than two months from and including the date of notification.

21.4 For the purposes of this Paragraph, notification to a Merchant upon logging onto the Company’s system shall constitute valid written notification.

21.5 Notwithstanding the other provisions of Paragraph 21, the Company reserves the right to modify as it feels fit and reasonable any or all limits applying to the Merchant’s account in order to comply with legal requirements and/or commercial considerations relating to the management and conduct of the account.

21.6 Where the Merchant requests a change to the limits applying to their account the Company will consider such requests and where agreeable will endeavour to make such changes within forty eight working hours.

22. Assignment

22.1 The Contract is entered into between the Company and the Merchant as principals and the Merchant shall not be entitled to assign the benefit or burden of it or of any interest in it without the prior written consent of the Company. The Company shall be entitled to sub-contract the whole or part of its obligations under the Contract and to assign its interest in the Contract.

23. Retention of Records

23.1 With the specific exception of the Card data referred to in paragraph 20.2, the Merchant shall retain in the form of electronic data, copies of all Transaction receipts relating to purchases of goods and services associated with Transaction, submitted and any subsequent Refunds made by the Company pursuant to this Contract for a period of three years.

23.2 The Merchant will provide copies of Transaction receipts to the Company within five working days of any request to do so being issued to the Merchant by the Company.

24. Entire Agreement

24.1 The Contract sets out the entire Contract between the Merchant and the Company, and no representations, warranties or assurances, written or oral, which are not specifically set out herein shall be implied as terms of this Contract. This shall not exclude or limit the liability of either party for fraudulent misrepresentation.

25. General Provisions

25.1 Any written notice may be delivered in person or sent by email, post, or by fax to the last known registered address or through the messaging service of the Company’s Merchant management system.

25.2 Notice shall be deemed duly given forty eight hours after posting by first class post (72 hours if second class), or immediately if delivered in person, or if by email or fax at the time of transmission if within normal working hours failing which the start of the next working day or if delivered by way of the Company’s Merchant management system.

25.3 The Merchant agrees that the Company may act on email notices or instructions which reasonably appear to emanate from the Merchant or an authorised employee or agent.

25.4 Any messages that originate from the Merchant’s server or the server of a third party designated by the Merchant and are received in the same form as sent will be deemed to be authorised by the Merchant and the Company shall not be liable for any consequence of processing such messages. The Company is not responsible for the security of data residing on a server of the Merchant’s or a third party designated by the Merchant.

25.5 This Contract shall supersede any previous agreement, whether written or oral, or any other understanding between the Merchant and the Company relating to its subject matter.

25.6 The Merchant may not assign this Contract or any rights hereunder, directly or by operation of law, without the prior written consent of the Company which consent may be withheld for any reason at the Company’s absolute discretion.

25.7 The Merchant is not the Company’s agent and is not entitled to contract on the Merchant’s behalf in any way with the Company’s Merchants, Cardholders or other third parties.

25.8 Subject to the right of any Associated Company to enforce any term of this Contract, the Company and the Merchant are the only parties who may rely on or enforce this Contract and for this reason the Contract (Rights of Third Parties) Act 1999 is excluded.

25.9 If any provision of this Contract is held invalid or unenforceable by any court of law, it is the intention of the parties that all other provisions of this Contract be construed to remain fully valid.

25.10 This Contract shall be governed by and construed in accordance with English law and both the Merchant and the Company agree to submit to the sole jurisdiction of the English courts.

25.11 No failure or delay by the Company in exercising its rights under the Contract shall be construed as a waiver or release of that right unless otherwise agreed by the Company in writing.

25.12 Where the due date for payment is not specified in this Contract or otherwise specified by the Company in a request for payment, the due date for payment shall be twenty four hours from the sum falling due or the request being notified to the Merchant. Where the Merchant fails to pay any sum by its due date, the Company may charge interest at the rate of 3% per month above the NatWest Bank base rate from time to time, compounded monthly whether before or after judgement on any sum which the Merchant fails to pay. Interest accrued may be applied to the Merchant Account.

25.13 The Merchant shall quote its account number on all correspondence with or notices to the Company.

25.14 Any use of the Merchant Account by the Merchant shall constitute acceptance of the Contract.

25.15 The Merchant agrees that the Company may, from time to time, display marketing or promotional material to the Cardholder during the Transaction process and thereafter via other electronic methods.

25.16 In order to open and continue operating an Account, on the application date the Merchant must be:-

(a) An individual of at least 18 years of age; or

(b) A partnership whereby at least one partner is at least 18 years of age; or

(c) A body corporate (including without limitation private limited companies and public limited companies) where at least one Director is at least 18 years of age; and

(d) A business or organisation which is able to enter into a legally binding contract.

25.17 The Merchant agrees, understands and acknowledges this contract is a commercial contract and as such falls outside of the scope of the Unfair Terms in Consumer Contracts Regulations 1999.

25.18 The Company is registered with the Financial Conduct Authority as a small e-money issuer (registered number 900045).

As a financial services company we have an obligation by law to ensure we meet with industry requirements to combat crime and prevent money laundering. One of these obligations is to ensure we satisfactorily identify our Merchants and other users of our service.

To comply with these obligations the Company may, from time to time, request certain information from the Merchant (and associated persons). This includes information provided at the time of application and may include the request to provide proofs of identification along with other documentation. The identification process may involve checking the details supplied by the Merchant with databases operated and accessed by identity management companies, credit reference agencies, fraud prevention agencies and other relevant agencies.

The Company uses scoring methods to verify your identity. A record of this search will be retained by the Company and may be used to help other companies to verify your identity. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our service users from theft and fraud. If you give false or inaccurate information and we suspect fraud, we may record this and share this information with other organisations. By accepting these Terms and Conditions you grant the Company authority to undertake such identity checks as are required from time to time and to forward these details on to other organisations as detailed above.

Failure to provide acceptable proofs of identity may lead to the suspension or closure of the Account and freezing of all balances therein.

From time to time the Company will perform a commercial risk assessment of the Merchant and this may necessitate the need to carry out further reviews including financial reviews and credit checks on the Merchant and/or associated persons.

Where reasonably requested to do so the Merchant agrees to provide the Company with information regarding their organisation, such information may include a request to provide financial information and merchant processing statements from other payment providers.

The Merchant agrees to provide this information and to having credit checks being performed. Where you send us any details about yourself or others, we will ensure that we hold this information in accordance with the Data Protection Act 2018.

25.19 The Merchant acknowledges that for the purposes of the Payment Services Directive, you are neither a consumer nor micro-enterprise, and accordingly the parties agree to disapply or apply differently (as set out in this Agreement) the following provisions of the Directive and corresponding provisions of applicable national law: Articles 32-33, 41-45, 48, 52(1), 58 (time period only), 59(1), 66 and 75

25.20 In the event of any inconsistency between any provision of this agreement and the Card scheme rules, the Card scheme rules will take precedence.

26. Interpretation
In this Contract:-

26.1 the subject headings of the paragraphs and sub paragraphs of this Contract are included for convenience only, and shall not affect the construction or interpretation of any of its provisions;

26.2 reference to “this Contract” includes any amendments to these terms and conditions and the Term Sheet and any variation thereto;

26.3 any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated or re-enacted;

26.4 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;

26.5 the words “in writing” and “written” shall be interpreted to include any document which is recorded in manuscript, typescript and any electronic communication (as defined in Section 15 of the Electronic Communications Act 2000);

26.6 the words “day” and “month” mean calendar day and calendar month unless otherwise stated;

26.7 the words “working days” shall mean Monday through to Friday, excluding bank and public holidays;

26.8 the words “working hours” shall mean 9:00am through to 5:30pm on a working day;

26.9 the word “partnership” shall mean an entity comprising more than one person, where all such persons shall be jointly and severally liable for the performance of the Merchant’s obligations notwithstanding the signatories to this Contract; and

26.10 except as otherwise expressly provided in this Contract, all remedies available to either party under this Contract are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not exclude the exercise of any other remedy.

E&OE

Nochex Limited (Company Number 03940921), whose registered address is Regent House, Bath Avenue, Wolverhampton, WV1 4EG.

26th September 2016

The following terms and conditions apply to all website development / design services provided by Nochex Limited to the Client.

1. Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

2. Charges

Charges for services to be provided by Nochex Limited are defined in the project quotation that the Client receives via e-mail invoice. Nochex Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all website design services require an advance payment of one hundred percent (100%) of the project quotation total before the work is supplied to the Client for review.

Payment for services is due by email invoice sent by Nochex Limited.

3. Client Review

Nochex Limited will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Nochex Limited otherwise within five (5) days of the date the materials are made available to the Client.

4. Deliverables

A readymade ecommerce website with the following pages

• Home Page
• About Us
• Shop/Product Page
  • 5 Categories Included
  • 1 Product Uploaded in Each Category
• Delivery Option Page
• Terms and Conditions
• Privacy Policy
• Card Scheme Compliant Logos
• Age Disclaimer (where applicable)

 

5. Turnaround Time and Content Control

Nochex Limited will create and develop the outlined project work within fourteen (14) working days from the full completion of payment. The completed work will be communicated via email with corresponding screenshots and a demo website available for viewing.

Before the project is started, Nochex Limited will require the Client to provide website content; text, images, movies and sound files

6. Failure to provide required website content:

Nochex and the client will agree on a set content template that the client’s website will situate within. The client will need to provide full information on their business and products and services sold. This is to ensure that Nochex can deliver the project within the quoted timeframe.

If your project involves CBD products or services, you will be required to register as a Food Business Operator and ensure that you have all the relevant and required documentation for selling these products.

If your project is ready and completed, yet the client has not ensured they are compliant or ready to take payments through a Nochex Merchant Account, this does not affect the requirement of payment for website work.

You will be required to submit product details in an Excel document in the following format;

“itemcode|itemname|price|description|image1url

ABC123|My Item|9.99|This is the item description| https://www.youroldwebsite.com/imageurl.jpg”

Any images and required compliant information (e.g lab reports) will need to be attached alongside the above Excel document or emailed to sales@nochex.com

7. Payment

Invoices will be provided by Nochex Limited on an agreed quotation in line with the requirements of the client and the scope of the Nochex Development Team. Invoices are sent via email.

8. Additional Expenses

The client may require changes or edits over and above the standard package offered by Nochex. These changes will be subjected to a £40/hour cost made payable by email invoice prior to any work being completed.

9. Merchant Account Access

You may be offered the ability to integrate your website with a Nochex Merchant Account. Please be aware that although you may have paid for website project work, this does not guarantee you the ability to use a Nochex Merchant Account. You will still be subjected to the Terms and Conditions – Merchant, UK Trader and Sell Account (Framework Terms) for eCommerce – available here https://www.nochex.com/merchant-services-terms-conditions/

10. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Nochex Limited the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Nochex Limited permission and rights for use of the same and agrees to indemnify and hold harmless Nochex Limited from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Nochex Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

11. Standard Media Delivery

Nochex Limited will use the Sellr.com platform to create a website and shopping cart solution. On completion of the service, Nochex Limited will create login details for the client to access the solution in full, and the Client must then upgrade the website to the “Sellr ST” package at their own expense.

12. Post-Placement Alterations

Nochex Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

13. Domain Names

Nochex Limited may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Nochex Limited. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. These payments will be detailed on an email invoice.

14. General

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online and/or through an email invoice is an acceptance of our terms and conditions.

15. Governing Law

This Agreement shall be governed by English Law.

16. Liability

It is agreed that Nochex, its Employees and or Agents are excluded from all and any liability arising from:

• Loss or damage caused by any inaccuracy;
• Loss or damage caused by omission;
• Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
• Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Nochex Limited to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

17. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid,

 

Nochex Limited (Company Number 03940921), whose registered address is Regent House, Bath Avenue, Wolverhampton, WV1 4EG.

22^nd October 2019

These are the terms of service for single payment transactions entered into between You (the consumer) and Nochex, the payment service provider.

We want to make sure that You are happy and comfortable using the Nochex payment system. We are conscious of our legal obligations to You and your rights as a user of our web site.

To help You understand Nochex we have set out a description of the service we offer together with the terms and conditions of the contract that will apply to your Nochex Xtra account. You should make sure that You read both the service arrangements and the terms and conditions carefully.

Definitions and Interpretations

In this contract:-

“Acceptable Use Policy” means the Nochex Acceptable Use Policy as may be amended from time to time and published on the Nochex website;

“Card” means a current debit or credit card that the Company may accept for processing and “Cardholder” means the legitimate and rightful holder of the Card;

“Card Issuer” means a financial institution that issues Cards to Cardholders;

“Merchant” shall mean the holder of a Nochex Merchant account; or a Nochex UK Trader account; or a Nochex Seller account;

“Nochex” means Nochex Limited (Company Number 03940921) whose registered office is at Regent House, Bath Avenue, Wolverhampton, WV1 4EG;

“Our and We” means Nochex;

“Xtra Service” means a one-time single transaction during which the secure payment from You to Your chosen Merchant is facilitated.
“You” means the consumer who has accepted these terms and authorised Nochex to undertake a single payment transaction.

The Nochex Service

The Xtra Service is a Payment Facilitation service. This service through Nochex enables You as a consumer to make secure payments to your chosen Merchant.

When You use the Xtra Service, providing that we have first received your valid instructions; and these instructions meet the Xtra Service criteria; and your payment has been authorised by your Card Issuer, your Card will be charged with the value of your transaction and we will immediately facilitate Your payment to the Merchant, and immediately notify both You and the Merchant that we have done so;

Xtra Service payments can only be made by You to Nochex Merchants and are irrevocable. Once made an Xtra Service payment cannot be cancelled by either You, the Merchant or Nochex.

Eligibility to use the Nochex Xtra Service

You must be at least 16 years old to use the Nochex Xtra Service.

You must at all times have a valid email address to which information from us can be sent to You. Anyone who You instruct us to send Your Xtra payment to must be a Merchant and must also have a valid email address.

Using the Nochex Xtra Service

You must on our reasonable request provide us with certain items of personal information in order to make use of the Nochex Xtra Service. Any information You give to us in relation to your Nochex Xtra account must be accurate and true.

This information will include your name and postal address, a valid email address and your Card details.

By applying to use the Xtra Service You agree to Nochex undertaking which ever checks we may feel necessary to make either for commercial or legal reasons to confirm your identity and to ensure You are the legitimate holder of the Card.

Providing that You successfully pass the Nochex verification, the Xtra Service will allow you to Facilitate Payments to Nochex Merchants.

There is a limit to the value of any single transaction that can be facilitated for You. This limit is specific to each Merchant.

Your Card details are transmitted over secure networks for authorisation. At no time is your card number stored on our system and our staff do not have access to your card number

Currency

All Nochex transactions are denominated in UK Pounds Sterling.

Nochex Xtra Service charges and fees

There is no charge made to You by Nochex when You use the Xtra Service to facilitate a payment using your debit or credit card.

Before completing any Xtra transaction that You make You will be required to confirm the value of the payment that You wish Nochex to facilitate and send to the Merchant, and to confirm your date stamped acceptance of these terms and conditions.

Ceasing to use the Nochex Xtra Service

We may terminate our contract with You and suspend or terminate your use of the Xtra Service at any time. Please also read the terms below in relation to where we may terminate or suspend your account immediately due to suspected criminal use in connection with your use of the Xtra Service.

We may suspend your use of the Xtra Service immediately if we reasonably think that:-

You have given us any false information in connection with your use of the service;

Your use of the service results in illegal activity (by You or by someone else); or

You are in breach of any of the conditions contained in these terms.

Refunds

Refunds for previous payments that have been authorised by You can be requested by You from the Merchant. If a payment is facilitated to a Merchant for You using the Xtra Service, that payment is made immediately and it is for this reason that it cannot be cancelled once we have received your payment instructions.

Responsibilities of Nochex

We will be responsible to You for any loss or damage You may suffer which results directly from any unauthorised access to your personal details provided by You when using the Xtra Service as long as we could have reasonably prevented such unauthorised access.

Should any sums have been deducted fraudulently from your Card it is the responsibility of your bank or Card Issuer to ensure that any such sums are refunded back to You.

We will not be responsible to You for any loss or damage You may suffer where we refuse to or are unable to carry out your instructions and our refusal or inability is allowed under these Conditions.

We may be unable to carry out your instructions due to circumstances beyond our reasonable control, for example if there is a server outage. If this happens, we will carry out your instructions as soon as we are able to do so but we will not be responsible to You for any losses that You may suffer.

Nothing in these Conditions limits our liability for death, personal injury caused by our negligence or any deliberate misrepresentations made by us to You.

Nochex will always try to ensure that your payments are properly made. However we will be unable to complete payments using the Xtra Service where:

Any request to facilitate a payment for You using your Card is refused by your Card Issuer.

We reasonably believe that You may be involved in criminal activity;

You have provided us with incorrect or out of date information; or

There are circumstances beyond our reasonable control, which do not allow us to send the payment promptly.

Nochex will not be liable for any charges, taxes or other duties in relation to any goods and services paid for by You using the Xtra Service.

Disputed Payments

It is Your responsibility to ensure the correct identity of the Merchant to whom You authorise a payment to be sent.

You should note that in particular all payments made by You are final and not reversible once the recipient has received the payment sent by us in accordance with your instructions.

Where You dispute a transaction between You and another party, Nochex will not enter into any payment dispute by You and any other person other than to confirm that the instructions to facilitate the payment was given by you at the payment time and date, and that the payment was duly facilitated and remitted immediately to the Merchant in accordance with the instructions You gave us. We cannot arrange for money to be given back to You where You believe the payment was made incorrectly by You.

We are responsible for ensuring that the payment which you authorised Us to facilitate was promptly and duly made to the Merchant. We are not responsible for any goods or services purchased by You from a Merchant using the Xtra Service.

Personal & Security Issues

We will use all reasonable measures to keep secure and to prevent unauthorised access to our Internet service and information provided by You when using the Xtra Service

Payment Instructions

You alone are responsible for the instructions You give to us and for this reason we may not be able to detect errors in your instructions to us.

Nochex Xtra Service

If You use the Xtra Service it is important that You understand that:-

Our service is limited to providing You with a secure Payment Facilitation service allowing You to make online payments to Nochex Merchants; however We do not have any responsibility for any goods or services which You purchase from Merchants.

Use of the Xtra Service does not ensure the quality, safety or legality of the transaction You are undertaking with the Merchant;

we are not an escrow service which means that we will not hold any money belonging to You that You may wish to pay to another if a certain event occurs. For example, if You buy goods in an auction, we will not hold any money on your instruction that we should only pay the recipient when You have received the goods You have bought.

Notifying You of a Payment

You will be informed on the Nochex website that your instructions have been received by us.

Once the authorised payment has been sent, We will send an email to both You and the Merchant you chose to pay. We require You to enter your valid email address to ensure that you receive notification on any transactions that You make or of any refunds that the Merchant makes. It is your responsibility to ensure that You enter a valid email address as we will not be responsible for any undeliverable email communications.

In order to ensure You receive our confirmation email we recommend You add payments@nochex.com to your email safe list.

Time of Payment

Subject to the Xtra transaction limits and subject to You having sufficient authorised funds on your card to make the proposed payment, We will, if provided with your correct details, send any payment you request immediately unless there are circumstances beyond Our reasonable control. If such circumstances do arise, We will facilitate the payment as soon as We are able to do so.

Transaction Limit

As a security measure, we may from time to time impose reasonable transaction limits on your use of the Xtra Service. For this reason, we cannot be responsible for any payments that are not made because of any security measure limit notified to You in advance of any payment instructions You send to us.

Criminal Activity

We can refuse to act on an instruction if for any reason:-

We think that it was not given by You;

The instruction is not clear;

The instruction might cause us to breach any law or any contracts which we may have with others; or

If we reasonably think that your use of the Xtra Service is being or may be used for illegal purposes.

You must not hack, modify, tamper nor corrupt neither the Nochex website nor your or any other users Nochex account. We may close your account and terminate our contract with You immediately if You do tamper with our website or systems.

We may monitor all transactions, refuse or prevent payment instructions or terminate our contract with You immediately where we reasonably believe that You have used the Xtra Service for illegal purposes. You may also be liable to face criminal prosecution as we may inform the police and other law enforcement agencies of your actions.

Acceptable Use Policy

It is a mandatory condition of applying to use the Xtra Service that You agree You will adhere to the Acceptable Use Policy as published on the website from time to time at www.nochex.com

Changes to the Contract

From time to time at our absolute discretion we may change the Terms and Conditions for the Xtra Service. This contract is for a single payment transaction and does not constitute a series of transactions or multiple contracts. As these terms may vary from time to time we recommend you read them on each occasion that You use the Xtra Service. If You have any questions as to how they may affect You, do not hesitate to email us with your queries to esupport@nochex.com.

Data Protection

Nochex is registered as an Electronic Money Issuer with the Financial Conduct Authority (Number 900045). Visit www.nochex.com to see our Privacy Policy.

As a UK based financial service we have an obligation by law to ensure we meet with industry requirements to combat crime and prevent money laundering. One of these obligations is to ensure we satisfactorily identify our users.

From time to time Nochex may therefore ask You to provide proofs of identification.

The identification process may involve checking the details supplied by You with databases operated and accessed by identity management companies, credit reference agencies and fraud prevention agencies.

A record of this search will be retained by the Company and may be used to help other companies to verify your identity. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our Merchants from theft and fraud. If You give false or inaccurate information and we suspect fraud, we may record this and share this information with other organisations. By accepting these Terms and Conditions You grant the Company authority to undertake such identity checks as are required from time to time and to forward these details on to other organisations as detailed above.

Failure to provide acceptable proofs of identity will lead to the suspension or closure of your access to the Xtra Service.

We may also contact your bank to confirm that the name and address You have supplied to us in relation to the Card You have registered when You use the Xtra Service corresponds with the records held by your bank.

Where You send us any details about yourself or others, we will ensure that we hold this information in accordance with the Data Protection Act 2018.

Complaints and Legal Disputes

We want your experience of using the Nochex service to be as smooth as possible. If for any reason you are dissatisfied with the level of service we have provided or maybe you just have a query regarding a Nochex transaction on your card then we would like to hear from you. If this is the case then for further information including details of how to contact our customer services team please follow the ‘Shopper Support’ link on our website or go to “www.nochex.com/shoppers”.

Information regarding our complaint handling procedures can be requested from our customer services team by visiting “www.nochex.com/shoppers”. Our complaint handling procedures are designed to rectify any disputes you have with the Nochex service efficiently and in a reasonable timeframe. After following our complaints procedure if you are still not satisfied with the outcome of your complaint then eligible complaints about our service can be referred to the Financial Ombudsman Scheme details of which can be requested by contacting our customer services team.

The Terms and Conditions of this Agreement and the relationship between You and Nochex shall be governed by the laws of England. All disputes, controversies and claims arising out of or relating to the use of the Xtra Service or to these Terms and Conditions shall be resolved by the English courts.

If any provision of this Contract is held invalid or unenforceable by any court of law, it is the intention of the parties that all other provisions of this Contract be construed to remain fully valid.

The Consumer may not assign this Contract or any rights hereunder, directly or by operation of law.

Nochex and You are the only parties who may rely on or enforce these Conditions and for this reason the Contract (Rights of Third Parties) Act 1999 is excluded.

If either You or we are in breach of these arrangements neither of us shall be responsible for any losses that the other suffers as a result except those losses which are a foreseeable consequence of the breach. We do not charge You for using the Xtra Service and You accept we cannot be held responsible for any loss of profits that You may suffer as a result of any breach under these arrangements.

About Us

Nochex is not a bank and as such is not subject to UK banking rules and regulations. We are however registered as an Electronic Money Issuer with the Financial Conduct Authority under registration number 900045.

Nochex is registered as a Payment Facilitator with MasterCard and as a Service Provider with Visa.

Our Consumer Credit licence number is 632989;

We are registered in England and Wales under company registration number 03940921 and our registered office is located at Regent House, Bath Avenue, Wolverhampton, WV1 4EG.

These are the terms of service for single payment transactions entered into between You (the consumer) and Nochex, the payment service provider.

We want to make sure that You are happy and comfortable using the Nochex payment system. We are conscious of our legal obligations to You and your rights as a user of our payment service.

To help You understand Nochex we have set out a description of the service we offer together with the terms and conditions of the contract that will apply to your use of the Nochex Mail-Order-Telephone-Order (henceforth MOTO) service.

1. Definitions and Interpretations

1.1. In this contract:-

“Acceptable Use Policy” means the Nochex Acceptable Use Policy as may be amended from time to time and as published on the Nochex website which can be viewed at www.nochex.com;

“Card” means a current debit or credit card that the Company may accept for processing and “Cardholder” means the legitimate and rightful holder of the Card;

“Card Issuer” means a financial institution that issues Cards to Cardholders;

“Merchant” shall mean the holder of a Nochex MOTO Merchant account;

“MOTO Service” means a one-time payment transaction during which the payment from You to your chosen Merchant is facilitated;

“Nochex” means Nochex Limited (Company Number 03940921) whose registered office is at Regent House, Bath Avenue, Wolverhampton, WV1 4EG;

“Our and We and Us” means Nochex;

“You” means the consumer that accepts these terms which authorise Nochex to undertake a single payment transaction on your behalf.

2. The Nochex Service

2.1. The MOTO Service is a Payment Facilitation service. This service provided by Nochex enables You as a consumer to make payments to your chosen Merchant by telephone.

2.2. When You use the MOTO Service, and your payment has been authorised by your Card Issuer, your Card will be charged with the value of your transaction and We will immediately facilitate Your payment to the Merchant, and notify You by email that we have done so, at the email address you provided to the Merchant;

2.3. MOTO Service payments may only be made by You to Merchants and are irrevocable. Once made, a MOTO Service payment cannot be cancelled by either You, the Merchant or by Nochex.

3. Eligibility to use the Nochex MOTO Service

3.1. You must be at least 16 years old to use the Nochex MOTO Service.

3.2. You must at all times have a valid email address to which information from us can be sent to You, and that email address must be provided by you to the Merchant at the time you initiate the MOTO payment. Anyone that You instruct Us to send Your MOTO payment to must be a Merchant.

4. Using the Nochex MOTO Service

4.1. You must on our reasonable request provide us with certain items of personal information in order to make use of the Nochex MOTO Service. Any information You give to us in relation to your Nochex MOTO account must be accurate and true.

4.2. This information will include your name and postal address, Your valid email address and your Card details.

4.3. By using the MOTO Service You agree to Nochex undertaking which ever checks We may feel necessary to make, either for commercial or legal reasons, to confirm your identity and to ensure You are the legitimate holder of the Card.

4.4. There is a limit to the value of any single transaction that can be facilitated for You. This limit is specific to each Merchant.

4.5. Your Card details are transmitted by the Merchant to Us and then dispatched by Us over secure networks for authorisation. At no time is your card number stored on Our system and Our staff do not have access to your card number

5. Currency

5.1. All Nochex MOTO transactions are denominated in UK Pounds Sterling.

6. Nochex MOTO Service charges and fees

6.1. There is no charge made to You by Nochex when You use the MOTO Service in order to facilitate a payment using your debit or credit card.

6.2. Upon facilitation of Your MOTO transaction, We shall email You a transaction confirmation.

7. Ceasing to use the Nochex MOTO Service

7.1. We may terminate Our contract with You and suspend or terminate your use of the MOTO Service at any time. Please also read the terms below in relation to circumstances where We may terminate or suspend Your account immediately due to suspected criminal use in connection with your use of the MOTO Service.

7.2. We may suspend your use of the MOTO Service immediately if We reasonably think that:-

7.2.1. You have given us any false information in connection with your use of the service;

7.2.2. Your use of the service results in illegal activity (by You or by someone else); or

7.2.3. You are in breach of any of the conditions contained in these terms.

8. Refunds

8.1. Refunds for previous payments that have been authorised by You can be requested by You from the Merchant. If a payment is facilitated to a Merchant for You using the MOTO Service, that payment is made immediately and it is for this reason that it cannot be cancelled once the payment instructions have been received by Us.

9. Responsibilities of Nochex

9.1. Should any sums have been deducted fraudulently from your Card it is the responsibility of your bank or Card Issuer to ensure that any such sums are refunded back to You.

9.2. We will not be responsible to You for any loss or damage You may suffer where We refuse to or are unable to carry out the Payment Facilitation of Your transaction and Our refusal or inability is allowed under these Conditions.

9.3. We may be unable to carry out Your instructions due to circumstances beyond our reasonable control, for example if there is a server outage. If this happens, We will carry out your instructions as soon as we are reasonably able to do so but we will not be responsible to You for any losses that You may suffer.

9.4. Nothing in these Conditions limits Our liability for death, personal injury caused by Our negligence or any deliberate misrepresentations made by Us to You.

9.5. Nochex will always try to ensure that Your payments are properly executed. However we will be unable to complete payments using the MOTO Service where:

9.5.1. Any request to facilitate a payment for You using your Card is refused by your Card Issuer.

9.5.2. We reasonably believe that You may be involved in criminal activity;

9.5.3. You have provided us with incorrect or out of date information; or

9.5.4. There are circumstances beyond our reasonable control, which do not allow us to send the payment promptly.

9.6. Nochex will not be liable for any charges, taxes or other duties in relation to any goods and services paid for by You using the MOTO Service.

10. Disputed Payments

10.1. It is your responsibility to ensure the correct identity of the Merchant to whom You authorise a payment to be sent.

10.2. You should note that in particular, all payments made by You are final and not reversible once the recipient has received the payment sent by Us.

10.3. Where You dispute a transaction between You and another party, Nochex will not enter into any payment dispute by You and any other person other than to confirm that the instructions to facilitate the payment was given at the payment time and date, and that the payment was duly facilitated and remitted immediately to the Merchant in accordance with the instructions You gave to the Merchant. We cannot arrange for money to be given back to You where You believe the payment was made incorrectly by You.

10.4. We are responsible for ensuring that the payment which You requested to be facilitated were promptly and duly made to the Merchant. We are not responsible for any goods or services purchased by You from a Merchant using the MOTO Service.

11. Personal & Security Issues

11.1. We will use all reasonable measures to keep secure and to prevent unauthorised access to Our service and information relating to You relayed to Us by the Merchant when using the MOTO Service.

12. Nochex MOTO Service

12.1. If You use the MOTO Service it is important that You understand that:-

12.1.1. Our service is limited to providing You with a Payment Facilitation service allowing You to make telephone payments to Nochex Merchants; however We do not have any responsibility for any goods or services which You purchase from Merchants.

12.1.2. Use of the MOTO Service does not ensure the quality, safety or legality of the transaction You are undertaking with the Merchant;

12.1.3. We are not an escrow service which means that We will not hold any money belonging to You that You may wish to pay to another if a certain event occurs. For example, if You buy goods in an auction, We will not hold any money on your instruction that We should only pay the recipient when You have received the goods that You have bought.

13. Notifying You of a Payment

13.1. Upon facilitation of Your MOTO transaction, We shall email You a transaction confirmation.

13.2. In order to ensure You receive Our confirmation email We recommend You add payments@nochex.com to your email safe list.

14. Time of Payment

14.1. Subject to the MOTO transaction limits and subject to You having sufficient authorised funds on your card to make the proposed payment, We will, if provided with your correct details, send any payment You request immediately unless there are circumstances beyond Our reasonable control. If such circumstances do arise, We will facilitate the payment as soon as We are reasonably able to do so.

15. Transaction Limit

15.1. As a security measure, We may from time to time impose reasonable transaction limits on your use of the MOTO Service. For this reason, We cannot be responsible for any payments that are not made because of any security measure limit that may arise from time to time.

16. Criminal Activity

16.1. We can refuse to act on an instruction if for any reason:-

16.1.1. We think that it was not given by You;

16.1.2. The instruction might cause Us to breach any law or any contracts which We may have with others; or

16.1.3. If we reasonably think that your use of the MOTO Service is being or may be used for illegal purposes.

16.2. We may monitor all transactions, refuse or prevent payment instructions or terminate Our contract with You immediately where We reasonably believe that You have used the MOTO Service for illegal purposes. You may also be liable to face criminal prosecution as We may inform the police and other law enforcement agencies of your actions.

17. Acceptable Use Policy

17.1. It is a mandatory condition of applying to use the MOTO Service that You agree You will adhere to the Acceptable Use Policy as published on the website from time to time at www.nochex.com

18. Changes to the Contract

18.1. From time to time at our absolute discretion We may change the Terms and Conditions for the MOTO Service. This contract is for a single payment transaction and does not constitute a series of transactions or multiple contracts. As these terms may vary from time to time we recommend you read them on each occasion that You use the MOTO Service. If You have any questions as to how they may affect You, do not hesitate to email Us with your queries to esupport@nochex.com.

19. Data Protection

19.1. Nochex is registered as an Electronic Money Issuer with the Financial Conduct Authority (Number 900045). Visit www.nochex.com to see our Privacy Policy.

As a UK based financial service We have an obligation by law to ensure We meet with industry requirements to combat crime and prevent money laundering. One of these obligations is to ensure We satisfactorily identify our users.

From time to time Nochex may therefore ask You to provide proofs of identification.

The identification process may involve checking the details supplied by You with databases operated and accessed by identity management companies, credit reference agencies and fraud prevention agencies.

A record of this search will be retained by the Company and may be used to help other companies to verify your identity. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and Our Merchants from theft and fraud. If You give false or inaccurate information and We suspect fraud, We may record this and share this information with other organisations. By accepting these Terms and Conditions You grant the Company authority to undertake such identity checks as are required from time to time and to forward these details on to other organisations as detailed above.

Failure to provide when requested, acceptable proofs of identity will lead to the suspension or closure of your access to the MOTO Service.

19.2. We may also contact your bank to confirm that the name and address You have supplied to us in relation to the Card You have used with the MOTO Service corresponds with the records held by your bank.

19.3. Where You send Us any details about yourself or others, We will ensure that We hold this information in accordance with the Data Protection Act 2018.

20. Complaints and Legal Disputes

20.1. We want your experience of using the Nochex service to be as smooth as possible. If for any reason you are dissatisfied with the level of service We have provided or maybe you just have a query regarding a Nochex transaction on your card then We would like to hear from you. If this is the case then for further information including details of how to contact our customer services team please follow the Shopper Support link on our website or go to www.nochex.com/shoppers.

20.2. Information regarding our complaint handling procedures can be requested from Our customer services team by visiting ?www.nochex.com/shoppers?. Our complaint handling procedures are designed to rectify any disputes you have with the Nochex service efficiently and in a reasonable timeframe. After following our complaints procedure if you are still not satisfied with the outcome of your complaint then eligible complaints about Our service can be referred to the Financial Ombudsman Scheme details of which can be requested by contacting our customer services team.

20.3. The Terms and Conditions of this Agreement and the relationship between You and Nochex shall be governed by the laws of England. All disputes, controversies and claims arising out of or relating to the use of the MOTO Service or to these Terms and Conditions shall be resolved by the English courts.

20.4. If any provision of this Contract is held invalid or unenforceable by any court of law, it is the intention of the parties that all other provisions of this Contract be construed to remain fully valid.

20.5. The Consumer may not assign this Contract or any rights hereunder, directly or by operation of law.

20.6. Nochex and You are the only parties who may rely on or enforce these Conditions and for this reason the Contract (Rights of Third Parties) Act 1999 is excluded.

20.7. If either You or We are in breach of these arrangements neither of us shall be responsible for any losses that the other suffers as a result except those losses which are a foreseeable consequence of the breach. We do not charge You for using the MOTO Service and You accept we cannot be held responsible for any loss of profits that You may suffer as a result of any breach under these arrangements.

21. About Us

21.1. Nochex is not a bank and as such is not subject to UK banking rules and regulations. We are however registered as an Electronic Money Issuer with the Financial Conduct Authority under registration number 900045.

21.2. Nochex is registered as a Payment Facilitator with MasterCard and as a Service Provider with Visa.

21.3. Our Consumer Credit licence number is 632989;

21.4. We are registered in England and Wales under company registration number 03940921 and our registered office is located at Regent House, Bath Avenue, Wolverhampton, WV1 4EG.