PLEASE READ CAREFULLY THE FOLLOWING LEGALLY BINDING AGREEMENT (THIS “AGREEMENT”) BETWEEN GTS ONLINE LIMITED (“WE” OR “US”) AND THE INDIVIDUAL, COMPANY OR OTHER ENTITY (“SUPPLIER”) NAMED IN THE APPLICATION AND REGISTRATION FORM RELATING TO THIS AGREEMENT (THE “APPLICATION”), WHICH IS REPRESENTED BY THE AUTHORIZED SIGNATORY WHOSE DETAILS ARE PROVIDED IN THE APPLICATION (UNLESS EXPRESSLY STATED OTHERWISE, SUCH AUTHORIZED SIGNATORY AND THE COMPANY NAMED IN THE APPLICATION SHALL BE REFERRED TO AS “YOU”).

THE APPLICATION AND ALL INFORMATION PROVIDED IN IT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND MADE AN INSEPARABLE PART OF THIS AGREEMENT.

PLEASE MAKE SURE YOU FULLY UNDERSTAND THE CONTENTS OF THIS AGREEMENT. IF YOU HAVE ANY DOUBTS ABOUT ANY OF YOUR RIGHTS AND OBLIGATIONS RESULTING FROM ENTERING INTO THIS AGREEMENT, PLEASE CONSULT LEGAL COUNSEL.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, OUR PRIVACY POLICY SET OUT AT privacy OR OUR CONTENTS POLICY SET OUT AT contents, DO NOT CHECK THE BOXES AND DO NOT CONTINUE WITH THE PROCESS OF APPLICATION AND REGISTRATION.

BY SUBMITTING TO US THE APPLICATION, CHECKING THE BOXES CONSTITUTING AGREEMENT TO THE TERMS AND CONDITIONS AND SENDING TO US VIA FACSIMILE/EMAIL A DULY SIGNED COPY OF THE SUPPLIER CONFIRMATION FORM ATTACHED TO THE APPLICATION, THE SUPPLIER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. FURTHER, BY DOING SO, THE PERSON SUBMITTING THE APPLICATION ON BEHALF OF THE SUPPLIER NAMED THEREIN HEREBY REPRESENTS, WARRANTS AND CERTIFIES TO US THAT (1) SUCH PERSON IS AUTHORIZED AND EMPOWERED, BY HIS OR HER SOLE ACTIONS, TO REPRESENT AND BIND THE SUPPLIER AND TO ACCEPT THE BINDING TERMS AND CONDITIONS OF THIS AGREEMENT ON THE SUPPLIER’S BEHALF, (2) SUCH PERSON IS AUTHORIZED TO RECEIVE NOTICES ON BEHALF OF THE SUPPLIER, AND (3) SUCH PERSON HAS READ AND HE OR SHE UNDERSTANDS AND AGREES, ON BEHALF OF THE SUPPLIER, TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, OUR PRIVACY POLICY AND OUR CONTENTS POLICY.

IN CERTAIN CIRCUMSTANCES, WE MAY ALSO REQUIRE THE SUPPLIER TO SIGN AND DELIVER TO US THE "DECLARATION AND UNDERTAKING WITH RESPECT TO CONTENT" FORM ATTACHED TO THE APPLICATION.

IN ACCORDANCE WITH OUR PRIVACY POLICY, WE MAY TRANSFER SOME OR ALL OF THE INFORMATION AND DOCUMENTS YOU PROVIDE US WITH, INCLUDING YOUR OR YOUR CUSTOMERS’ IDENTIFYING DETAILS, PERSONAL OR CONFIDENTIAL INFORMATION, TO ANY ACQUIRING BANK, CARD ASSOCIATION (AS DEFINED BELOW) OR OTHER THIRD PARTY AS REQUIRED FOR US TO BE ABLE TO PROVIDE YOU WITH OUR G2S SERVICES.

1. SERVICES

Services. The following services are provided by us (“G2S Services”). We warrant and undertake to allocate suitably qualified and experienced personnel for the provision of the G2S Services.

• Resale Services of products and services offered for sale on your website, which we will purchase from you for the sole purpose of immediate resale by us to purchasing Cardholders (“Products and Services”). The payment to you for any Product or Service will be contingent on the payment of the Product or Service’s price by the purchasing Cardholder, and we assume no liability for such payment, as further set forth below.
• Notwithstanding the Products and Services’ purchase by us from you and immediate resale by us to the purchasing Cardholders, (i) you will deliver the Products and Services directly to the purchasing Cardholders and we will not have physical possession of any Product, (ii) you will bear the full risk of damage or loss to Products until the time of delivery of the Products from you to the purchasing Cardholder, (iii) you will retain your full liability as the seller of the Product or Service, both to us and to the purchasing Cardholder, including without limitation in respect of product liability (if applicable), and (iv) Cardholders purchasing Products and Services shall be considered and referred to in this Agreement, for all purposes, as your customers.
• Credit Card Processing Services with respect to all Transactions (as defined below) that are processed by us, whether such Transactions have originated in our website or in yours, as follows: real time online authentication and approval of the Card information (namely, the card number and expiration date and, if applicable, the name of the Cardholder, the account number, banking sort code and the name of the respective financial institution); real time online confirmation and approval that the relevant Card number accounts have sufficient credit available to cover the amounts of the Transactions; settlement of the Transactions that have been approved based on positive Card information, positive credit availability and positive electronic mail verification to the extent that same are used; crediting back Cards (up to the amount debited) upon electronic instructions from you; and weekly electronic confirmations to you regarding the status of the Transactions, including the total Card deposits and pending and processed Chargebacks and Refunds (as defined below). We will make our best efforts to upload all updated Chargebacks and Refunds information to our client reporting system not later than 7 business days after the information was received by us.
• Risk Management Services with respect to all Transactions that are processed by us, whether such Transactions have originated in our website or in yours, including the following tools: card verification codes (CVV2/CVC2); velocity checks; limits modules; negative DB (email, IP address, address, etc.); customizable rules (if/then logic); geo-location technologies; pre/post-process, transaction analyses before/after submission to the acquiring bank; and address verification systems when applicable (AVS).
• Customer service to your customers to provide information on issues related to payments made by them through our system and customer support services with respect to the Products and Services, via phone, email and live chat, subject to the provisions of Clause 9 under “Customer Assistance”.
• Access to and the right to use any operating manuals or instructions we may provide from time to time in relation to the G2S Services.

Termination and Change of G2S Services. Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, terminate any or all of the G2S Services, effective immediately upon issuance of a written notice to you. In addition, we may change the terms or specifications of any of the G2S Services, by advance notice of not less than 30 (thirty) days, unless such change is the result of any change by the acquiring bank or the relevant worldwide incorporated body regulating and processing specific brands of credit cards (“Card Association”) which comes into effect sooner than that. In such a case, the provisions of Clause 21 (Amendments to Agreement) shall apply.

 

2. FEES

Our Fees. In consideration of the G2S Services, you will be charged the fees set forth in the Supplier Confirmation Form attached to the Application (the “Fees”). We may increase the Fees, by written notice to you of 3 (three) days, in the event of (i) any change by the relevant acquiring bank, issuing bank or Card Association; (ii) changes in the G2S Services which are made at your request; or (iii) delays due to your failure to fulfill your obligations or due to your request to delay work for any reason. In the event of immediate change of the Fees, the provisions of Clause 21 (Amendment to Agreement) will apply. We may also change the Fees for any other reason at any time upon 30 (thirty) days written notice to you.

Payments to Third Parties. Any fees or amounts paid by you, whether directly or by way of an off-set, deduction or otherwise, to an acquiring bank, issuing bank, Card Association or to any other third party, shall not influence your obligation to pay all Fees due to us hereunder.

Deduction of Fees. We will deduct any Fees due and payable to us from any remittances made to you pursuant to Clause 7 (Remittances).

3. TRANSACTIONS AND AUTHORIZATIONS

Submission of Transaction. A submission of a Transaction to us (as defined below) shall be deemed to take place when a Cardholder (as defined below) clicks on a “Buy Now” or “Add to Cart” button, or follows a similar link in your website. Prior to the submission of a Transaction to us by a Cardholder, you will inform such Cardholder that you will perform your obligations to him in connection with the Transaction. You will not allow Cardholders to submit any Transaction to us that you know or should have known to be fraudulent or not authorized by the Cardholder.

“Cardholder” means (i) the person to whom the credit card (“Card”) is issued and whose name is embossed or imprinted on the face of the Card, and (ii) the authorized user of a Card.

“Transaction” means, in relation to a Card, any payment made by the use of the Card or the Card number or otherwise to debit the Cardholder’s account, and any process undertaken by us following a request to collect any payment from the Cardholder in connection with the purchase of Products and Services.

Prepayment Transaction. You may allow a Cardholder to submit a Transaction that effects a prepayment of Products and Services or full prepayment of custom-ordered merchandise, manufactured to the Cardholder’s specifications, if you advise the Cardholder of the immediate billing at the time of the Transaction and within time limits established by the Card Associations.

Authorization Request. All Transactions are at your risk, whether such Transactions have originated in our website or in yours. All Transactions must be electronically authorized by us, and you must request an authorization from us for each Transaction submitted to us by a Cardholder, via our software application. Each request for authorization made by you shall include the following information: (a) the name, address and telephone number of the Cardholder, (b) the amount underlying the Transaction, (c) an authorization code, if required, (d) a notification that the order is a pre-authorized order, if applicable, and (e) such additional information as may from time to time be required by us.

Pre-Authorization Transaction. If you accept a Pre-Authorized Recurring Order Transaction, the Cardholder will execute and deliver to you a written request for this pre-authorization. This written request shall be maintained by you and made available to us upon request. All annual billings must be reaffirmed at least once each year. You will not deliver goods or perform services covered by a pre authorization order after receiving notification from the Cardholder that the pre-authorization is canceled or from us that the Card covering the pre-authorization is not to be honored.

Disclaimer. You acknowledge and understand that authorization of a Transaction is not a guarantee of acceptance or payment by the Cardholder or absolute protection against a Chargeback or Refund, and authorization shall not waive any provision of this Agreement or otherwise validate a fraudulent Transaction, a disputed Transaction, or a Transaction involving the use of an unauthorized or expired Card - whether or not you knew or should have known of the Transaction being so.

4. CHARGEBACKS AND REFUNDS

Chargebacks and Refunds. You agree to pay to us, in the manner set forth below, the face amount of any Transaction processed by us pursuant to this Agreement whenever any Transaction is reversed by a Cardholder, an acquiring bank, an issuing bank, a Card Association or in accordance with any applicable Card Association Rules and Procedures or any other applicable laws or regulations, including any consumer protection laws and EU regulations, because of being invalid, disputed, unauthorized or otherwise (each, a “Chargeback”). You will also pay to us, in the manner set forth below, the face amount of any refund or credit issued to a Cardholder by us or by an acquiring bank, issuing bank or a Card Association (a “Refund”). In addition, you will reimburse us all costs and expenses caused to us in connection with any Chargebacks or Refunds, including without limitation legal fees.

Fines and Penalties. You acknowledge and understand that if your Chargeback or Refund volume exceeds a certain level set by the acquiring bank or Card Association, which might be changed from time to time, certain fines and penalties might be imposed on us, and you agree to pay to us the full amount of such fines and penalties, in the manner described below.

5. TAXES AND OTHER CHARGES

Tax and Other Liability. You are fully responsible for all taxes, fees and other costs incidental to and arising from any sale of the Products and Services by you or their resale by us, and from any payments made to you or to us in connection with this Agreement. We will make all payments which are required of us for such tax and other fees and costs, and we will also make any such payments on your behalf if we believe we are required to do so (such as withholding tax). Any such payments made by us, including all other costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject whether in connection with making payments to you, with Transactions effected by the Cardholders or with the resale of the Products and Services, will be deducted from your remittances.

Additional Charges. We also reserve the right to charge you reasonable fees and charges in respect of excessive Cardholder inquiries, Refunds or Chargebacks and any costs and expenses caused to us in connection with them.

6. DATA CONNECTION

If you require the installation of a dedicated data connection for electronic transmissions to us, you should make arrangements for such installation and maintenance, and we will coordinate the installation and maintenance of the dedicated data connection. You will pay us for all costs related to the installation and maintenance of the dedicated data connection.

7. REMITTANCES

Amounts Remitted. We will remit to you the amounts of approved and settled Transactions actually received by us from the acquiring bank, minus the deductions described below, in the manner and subject to the conditions set forth below. The amounts remitted to you in respect of any Product or Service bought by us from you and resold to the purchasing Cardholder, shall constitute the full, final and complete payment and consideration due to you for such Product or Service from us or from the Cardholder.

Remittance Procedure. Remittances will be made on a monthly basis, in the middle of each month for the preceding month (subject to the following paragraph). Payments will be delivered to the bank account specified in your Application. Payments will be made only if the accumulated amount payable to you is at least 1,000 of the applicable currency units. If this minimum amount is not reached in a particular month, we will be entitled to withhold payment and carry the amount due to you to the next calendar month and so on, until the minimum amount is reached. All payments will be due and payable in the currency in which the applicable Transaction was processed. Wiring and transfer charges in connection with any payment will be deducted from such payment.

Delayed or Withheld Remittances. Remittances may be postponed due to weekends or banking holidays, or due to any technical delays or malfunctions of the relevant systems. In addition, we may delay or hold back any remittance if we believe, in our sole discretion, that the circumstances of the relevant Transaction or remittance require such delay or hold back, including without limitation if we think that a risk of a Chargeback or Refund or any other risk or unlawful activity exists. We may also withhold amounts due to you upon termination, as further described in Clause 16 under "Right to Withhold Payments on Termination".

Remittance via Third Party. We may use third parties for the purpose of payment of your remittances, and we will notify you of the identity of such third parties from time to time. In any event, whether or not you are notified of the identity of such third parties, all payments to your account by third parties on our behalf shall be deemed payment by us, for all intents and purposes.

Deductions and Off-Sets. We will deduct from and off-set against any of your approved and settled Transactions, for each relevant period, the following amounts: (i) the processing fees and any other taxes, charges and fees deducted from settled Transactions by the acquiring bank, the issuing bank, the Card Association or any other third party, (ii) the Fees due to us for that period, (iii) any amounts required to maintain the Reserve at the designated level (as described below), (iv) the sum of all Cardholder Chargebacks and Refunds, (v) all taxes, penalties, fines, charges and other items assessed or imposed by the acquiring banks, the issuing banks, the Card Associations, regulatory agencies or any other third parties in connection with such Chargebacks and Refunds, or otherwise in connection with the G2S Services provided by us, the payments made to you or any of your actions, (vi) adjustments and returns according to Clause 9 below, and (vii) any other amounts due to us under this Agreement. Note that a waiver of any off-set of any penalties, fines or other charges for any period of time does not constitute a waiver of our right to impose the application of such penalties, fines or other charges retroactively or for that period of time. You acknowledge that the Card Associations and regulatory agencies may apply chargebacks, fines and penalties retroactively and that we must retain that right as well.

Prorated Penalty. In the event a flat amount penalty, fine or other charge is assessed against us as opposed to a per transaction penalty, fine or charge, we may in our sole discretion prorate the flat amount among those suppliers that we in our sole discretion deem to have been the cause of the penalty, fine or charge.

Direct Payment From You. To the extent that any Fees or other amounts of any kind due to us or to the acquiring bank, Card Association or other third party in connection with this Agreement were not set off from your remittances or from the Reserve, due to lack of funds or for any other reason, you will pay us any such amount within 5 days after our notice to you. Any amount not paid within such time shall bear interest at a rate of twelve percent (12%) per annum from the date due until the date of actual payment. In addition, we may hold off paying any amount to you until you make such additional payment.

8. SECURITY RESERVE

Security Reserve. We will maintain at all times a rolling security reserve to guarantee any debt or liability from you to us or to the acquiring bank, Card Association or other third party in connection with this Agreement, such as, without limitation, in connection with Chargebacks and Refunds and any fees and penalties assessed in relation to them (the “Reserve”). Unless otherwise advised by us, the amount of the Reserve shall be ten percent (10%) of the total of all approved and settled Transactions, over the previous six (6) month period. We may draw and receive amounts from the Reserve as required to cover any amounts owed to us or to the acquiring bank, Card Association or other third party in connection with this Agreement, which cannot be deducted from your monthly remittances because of lack of funds or otherwise.

Funding and Release. We will fund the Reserve and maintain it at the designated level by deducting the required amounts from the remittances due to you. The Reserve will be held and maintained for a minimum of 6 months after the date on which this Agreement terminates. If after this period there is still a risk of more Chargebacks, Refunds, customer disputes, fines, penalties or any other potential liability, then we will have the right to withhold such money until such risk is eliminated. Upon expiration of this 6-month period (or longer, as the case may be), any balance remaining as Reserve will be transferred to you. We will inform you of any charges debited to the Reserve during this period.

9. YOUR OBLIGATIONS AND RESPONSIBILITIES

Compliance with Laws. You hereby represent and warrant to us that you have obtained all necessary regulatory approvals, certificates and licenses to sell any product or provide any service you intend to offer, including for the purpose of resale by us. You undertake to comply with all laws, statutes, regulations, directions and codes, including without limitation, relevant data protection and privacy legislation, and applicable financial services legislation, including know-your-customer, anti-money laundering and terrorist financing regulations. You will also comply at all times with all bylaws, rules, regulations, policies and guidelines of the Card Associations, any relevant acquiring bank and any issuing bank whose Cards are used to process Transactions in accordance with this Agreement.

Liability for Fines and Charges. You agree to be liable for any improper use of the payment services. You will be solely liable for any penalties, fines, charges and other items assessed or imposed by the acquiring banks, the issuing banks, Card Associations, regulatory agencies or any other third parties in connection with the G2S Services hereunder.

Goods and Services. You will only offer for sale or resale goods and services which are sold in the normal course of your business. You will not engage in any wholesale activity. You must own or provide the goods or services you supply. You must not sell goods or services through this account on behalf of a third party. If you intend to sell goods or services other than those stated on your Application, you must obtain our prior approval, which may be given in our discretion. In any event, you must not sell or provide us or in the website designated in your Application, any goods or services included in our Contents Policy located at contents. You will not offer for sale or resale goods or services by means of a Mail Order or Telephone Order (Moto) transaction without our prior approval. In any event, Moto transactions may not be more, in the aggregate, than 25% of the total amount of Transactions each month.

Certain Warranties Not Permitted. You will not provide, offer, or advertise a “lifetime warranty”, “lifetime guarantee”, or any other guarantee for a period of more than one-hundred eighty (180) days without our express written consent.

Adequate Inventory. You will maintain sufficient inventory to fulfill our purchases for resale to Cardholders in a timely manner. You will not rely on the existence of a particular Transaction to obtain funds or credit to enable you to obtain the Product or Service necessary to complete the Transaction.

Adjustments and Returns. You will maintain a fair exchange and return policy and make adjustments with respect to Products and Services, whenever appropriate. If Products or Services are returned or any price is adjusted, the amount of the adjustment will be deducted from the Remittances made to you in accordance with Clause 7. If the amount of credit or return Transactions exceeds the amount of sales Transactions, you will promptly pay us the excess, and the provisions of Clause 7 under “Direct Payment From You” relating to late payment interest shall apply. If no refund or return will be given, the Cardholder must be advised in writing that the sale is a “final sale” and “no returns” are permitted at the time of the Transaction. Cardholders must also be advised in writing of any of your policies that provide for no-cash refunds and in-store credit only. You will follow Card Association reservation/no-show policies. You will make all reasonable efforts to notify Cardholders in writing of this policy on all advance reservations. You will also make all reasonable efforts to notify Cardholders at the time of the reservation of the exact number of days required for reservation deposit refunds.

Website and Policy Requirements. In addition to the above, you acknowledge and agree that you are required by the Card Associations, applicable laws (including EU regulation) and this Agreement to comply with the additional requirements set forth in Schedule 1, and to have your website contain the information specified there.

Customer Assistance. You will, at all times, respond promptly to inquiries from us on behalf of Cardholders or from Cardholders directly, and will endeavor to resolve disputes with said Cardholder. In the event that a Cardholder contacts you directly, you will immediately notify us and provide us with information requested by us regarding such direct Cardholder contact. You will be responsible, at your expense, to monitor and resolve issues related to your Products and Services. Failure to do so shall be deemed to be a breach of your obligations under this Agreement. We may charge you reasonable fees and recover our expenses related to Cardholders’ inquiries, Returns, or Refunds. In the event that we participate in an attempt to resolve an issue with a Cardholder, we will notify you of the details and nature of the issue and use commercially reasonable efforts in an attempt to find a solution that is acceptable to all parties to a Transaction. In any direct contact with Cardholders, you will, at all times, act in a professional and courteous manner. At no time will you conduct an inappropriate communication with the Cardholder. Inappropriate communications include, without limitation, threats of any nature, harassment or attempts at extortion. Such inappropriate communication shall be deemed to be a material breach of this Agreement. In addition to the other remedies we have for the breach of your obligations, including without limitation the suspension of an account or termination of this Agreement, we may assess a charge of $100.00 as partial reimbursement for costs incurred by us in resolving an issue with a Cardholder resulting from inappropriate communication by you. You will indemnify and hold us harmless from any costs, expenses or damages claimed by a Cardholder as a result of your inappropriate communications.

Other Requirements. You also agree: (i) to be solely responsible for the operation and content of your site, including for ensuring that materials posted on your site are not libelous, obscene, sexually explicit, violent or otherwise illegal; (ii) to be solely responsible that all the content of your site is original or otherwise is permitted to be published by the owner thereof, and that any product or service you offer does not infringe any rights of any third party; and (iii) not to use or cause spamming or other inappropriate or illegal network activity.

Changes to Your Bank Account. Any changes regarding your bank account details as provided in the Application, for the purpose of remittances, must receive our prior written approval, which shall not be unreasonably withheld.

10. RESTRICTIONS REGARDING TRANSACTIONS

Without derogating from your other obligations in this Agreement, you agree not to do any of the following with respect to any Transaction: (1) impose a surcharge on a Cardholder who elects to use a Card in lieu of payment by cash, check or other mode of payment, or otherwise charge a Cardholder more than the amount the Cardholder would pay if payment were made by cash or check; (2) establish a minimum or maximum Transaction amount; (3) obtain multiple Authorizations for amounts less than the total sale amount; (4) obtain Authorization for purposes of setting aside Cardholder’s credit line for use in future sales; (5) extend credit for or defer the time of payment of the total cash price in any Transaction; (6) honor a Card except in a Transaction where a total cash price is due and payable; (7) make any special charge to or extract any special agreement or security from any Cardholder in connection with any Transaction; (8) transmit or accept for payment any Transaction that was not originated directly between you and a Cardholder for the sale or lease of goods or the performance of services of the type indicated in your Application; (9) save or keep any credit card data; (10) use your own Card, or one to which you have access, to process a Transaction for the purpose of obtaining credit for your own benefit; (11) redeposit a previously charged Transaction, regardless of whether the Cardholder consents; (12) initiate a Refund without a sufficient positive balance in your favor held by us; (13) use any software or any data received from us for any other purpose other than for determining whether or not you should accept Cards in connection with a current sale or lease of goods or services; (14) use any software or any data received from us for credit inquiry purposes or any other purpose not authorized by this Agreement; (15) draw or convey any inference concerning a person’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics or mode of living when any Card is processed as non-accepted; (16) disclose any information obtained through our G2S Services to any person except for necessary disclosures to affected Cardholders, to us or to the relevant acquiring bank or Card Association; (17) add any tax to Transactions unless applicable law expressly allows you to do so (in which case any tax, if allowed, must be included in the Transaction amount and not collected separately); (18) accept a Card to collect or refinance an existing debt; (19) issue a Transaction credit for returned goods or services acquired in any Transaction using a card other than the credit card being reimbursed for the amount; or (20) make any cash refund to a Cardholder who has made a purchase with a Card, and you will verify that all Transaction credits will be issued to the same Card account number as the sale.

11. INFORMATION AND REPORTING

Provision of Information. You will maintain the following information in writing with respect to each claim or defense asserted by a Cardholder for which you have received notice: the Cardholder’s name, the Card account number, the date and time the Cardholder asserted the claim or defense, the nature of the claim or defense, and the action that you took in an attempt to resolve the dispute. At our request, you will furnish us with this information in writing.

Notification. You will immediately notify us of any (i) change in any of the information or details included in your Application, (ii) change in the nature of the product or services offered by you, (iii) technical alterations made to your website which might affect its integration with the payment procedures utilized by us, and any suspected or confirmed loss or theft of materials or records that contain account information, and allow us or any of our designees (including the acquiring banks and Card Associations) to verify the foregoing by conducting a security review.

Financial Condition. You will also advise us as soon as you become aware of any material adverse change in your financial standing or an intention to close down your on-line business or transfer to another processor or acquirer, and you will provide us, at our request, with any information reasonably required to assess your creditworthiness. You also agree to advise us as soon as you become aware of any major or multiple product defects or logistics or other problems which could reasonably give rise to Chargebacks or Refunds.

Tracking Transactions. We will provide you with access to and passwords to our online reporting system in order to track your Transactions.

12. TRADEMARKS AND INTELLECTUAL PROPERTY

Use of Marks. You agree to display prominently on your website Card emblems and other promotional material and literature that may be provided by us from time to time. You acknowledge that our trademarks, service marks or design marks (“Marks”) and the respective Marks of any applicable acquiring bank and Card Association as may be made available to you, are the property of their respective owners or licensors, and that you have no interest or right therein or thereto. You agree to use Marks in your own advertisement and promotional materials only with our prior written consent which may be given in our discretion. To enable us to use the information you supply us, including without limitation, the images, trademarks, trade names and logos found on your website(s), without violating any rights you might have therein, you also agree to grant us, and hereby do grant us, a royalty free, worldwide, nonexclusive, perpetual and irrevocable license to exercise the copyright, publicity and database rights, and to sublicense such rights, that you have in such information, images, trademarks, trade names and logos.

No Implied Endorsement. You will not use any promotional materials or Marks associated with us or with the acquiring bank or any of the Card Associations in any way which suggests or implies that we, the acquiring bank or any Card Association endorses any goods or services provided by you.

Rights in Software. You acknowledge and agree that that any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, data base rights, applications for any of the above, moral rights, know-how, trade secrets or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in any computer programs, interfaces, platforms and links, whether in source code, object code or other form of software, which are provided to you under this Agreement (“Software”), shall belong exclusively to us or to our licensors. We hereby grant you a non-exclusive, revocable, limited license to use the Software solely for the purpose of receiving our G2S Services under this Agreement, and except for such license, you will have no other right or license in or to such Software or any part of it.

13. YOUR REPRESENTATIONS AND WARRANTIES

Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (a) you have the full right, power and authority to enter into this Agreement, to grant the rights granted hereunder and to perform the acts required of you hereunder, (b) this Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, (c) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject, (d) all details which you have provided in the Application are accurate, and no information or statement included or made in the Application is untrue, false, incorrect, incomplete or misleading, and (e) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute fraud or other illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

WE WILL ENDEAVOR TO MAINTAIN AN ACCEPTABLE LEVEL OF PERFORMANCE OF THE G2S SERVICES HEREUNDER, BUT WE CANNOT GUARANTEE SUCH LEVEL OF SERVICE. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN CLAUSE 1 HEREOF, WE HEREBY SPECIFICALLY AND EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES OF ANY TYPE OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION (1) OF SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY OR ACCURACY OF ANY INFORMATION OR G2S SERVICES; (2) AS TO THE AVAILABILITY OR CONTENT OF OUR WEBSITE, THE ELECTRONIC INTERFACE OR THE G2S SERVICES AVAILABLE THEREFROM; (3) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, TITLE OR NON INFRINGEMENT; OR (4) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS IN THE SOFTWARE.

SUPPLIER ASSUMES ALL LIABILITY FOR ITS USE OF THE G2S SERVICES AND WE ASSUME NO LIABILITY FOR SUPPLIER’S FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY ACTS, OMISSIONS OR NEGLIGENCE OF THE SUPPLIER, A SUBCONTRACTOR OR AN AGENT OF SUPPLIER OR AN EMPLOYEE OF ANY OF THEM, NOR SHALL WE HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF CARDHOLDERS WHO PURCHASED SUPPLIER’S PRODUCTS OR SERVICES RESOLD BY US OR OTHER THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR IN CONNECTION WITH, SUPPLIER’S PRODUCTS AND SERVICES, PROGRAMS, PROMOTIONS, ADVERTISING, INFRINGEMENT OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR VIOLATION OF COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS.

THE SOLE AND EXCLUSIVE LIABILITY UNDER THIS AGREEMENT BY US OR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES OR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS (JOINTLY, “COMPANY PARTIES”), AND YOUR SOLE REMEDY UNDER THIS AGREEMENT, EXCEPT FOR OUR FRAUDULENT BEHAVIOR OR WILLFUL MISCONDUCT, SHALL BE FOR DIRECT DAMAGES CAUSED TO YOU AS A DIRECT RESULT OF A BREACH OF THIS AGREEMENT BY US, AND WILL NOT EXCEED, IN ANY EVENT, AGGREGATELY FOR THE DURATION OF THIS AGREEMENT, THE FEES OR CHARGES PAID TO US DURING THE ONE MONTH PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE DAMAGES TOOK PLACE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL WE OR ANY COMPANY PARTY BE LIABLE TO YOU OR TO ANY THIRD PARTY IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, EVEN IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THEIR POSSIBILITY.

At our request, you will include in your website, on our behalf, a prominently displayed disclaimer of warranties, including without limitation disclaimers of any implied warranties of merchantability and fitness for a particular purpose, and of non-infringement.

15. INDEMNIFICATION

You will indemnify, defend and hold us and all Company Parties, on demand, harmless from and against any and all losses, costs, expenses, claims, demands, liabilities and damages (including legal fees), however caused, that may arise as a result of or in connection with (i) access to and use of our website, the G2S Services or any information provided to you hereunder, by yourself or by anyone else, including without limitation Cardholders, (ii) breach by you or anyone on your behalf of any of the terms and provisions of this Agreement, including any representations, warranties and undertakings, or (iii) any claims by third parties, including without limitation Cardholders, acquiring banks, issuing banks or Card Associations, resulting from or in connection with your website, Products and Services resold by us, or the use of our G2S Services.

16. TERM AND TERMINATION

Term. This Agreement is effective from the moment we inform you that we have received your Application and all legal documents required in connection therewith, and have approved your business for working through our company. This Agreement shall continue in full force and effect until terminated in accordance with the terms of this Clause 16.

Termination. We have the right to terminate this Agreement at any time for any or for no cause, immediately upon written notice to you. You have the right to terminate this Agreement at any time for any or for no cause, upon a 30-day written notice to us, or earlier in the event of any change by us to the Fees or other terms of this Agreement which becomes effective less than 30 days from our notice of such change.

Results of Termination. Immediately following the termination of this Agreement for any reason, you must remove all Trademarks used by you in your website, cease using any Software and return to us any information and documents in your possession or control, in electronic, paper or other format, which were provided by us or otherwise obtained by you in connection with our G2S Services or this Agreement.

Existing Rights and Obligations. The termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, and shall not relieve you or us of your or our respective obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under this Agreement prior to or at the date of termination.

Right to Withhold Payments on Termination. Without derogating from any other right to which we are entitled under this Agreement or under applicable law, in the event of the termination of this Agreement or the issuance of a notice of termination, we shall have the right, in our sole discretion, to freeze and withhold any amount due to you and/or any Reserve, for a period of up to six (6) months from the end of the month of the last approved Transaction.

Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive the termination of this Agreement for any reason.

17. CONFIDENTIALITY

Each party undertakes to the other to treat as confidential and not to use or exploit any information supplied or made available by the other party under this Agreement which is designated as confidential by it or which is by its nature clearly confidential, provided that this clause shall not extend to any information which was rightfully in the possession of the other party prior to the commencement of the G2S Services or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). Neither party shall disclose any confidential information to any person except to their own employees, sub-contractors or agents and then only to those employees, sub-contractors or agents who need to know the same and who are bound to such party by similar confidentiality obligations.

Notwithstanding the preceding paragraph, we shall have a right to transfer any information and documents we receive from you or otherwise obtain in connection with performing our G2S Services, including your and your customers’ identifying, personal or other confidential information, to any acquiring bank, Card Association or other third party as required for us to be able to provide our G2S Services, or as ordered by any competent authority.

18. INDEPENDENCE

Independent Provider. You acknowledge that we are an independent sales organization/member service provider operating under applicable acquiring bank rules and regulations, and we are an independent contractor and not an agent of any acquiring bank or any other third party. You further acknowledge that we are not and shall not be responsible, either directly or indirectly, for any act or failure to act of any acquiring bank, issuing bank, Card Association or any third party or agent thereof in the processing of and providing for the payment of charges created by Cardholders as set forth herein.

Relationship of Parties. The parties’ relationship to each other in all matters relating to the performance of this Agreement is that of independent entities. Nothing contained herein will place the parties in the relationship of partners, participants in a joint venture, contractor-subcontractor, or employer-employee and, except as may be expressly set forth herein, neither party will have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter in to any binding obligation on the other party’s behalf.

19. ASSIGNMENT; THIRD PARTY SERVICES

Assignment. Without derogating from any right or obligation of any party to this Agreement, we have the right to transfer and/or assign any of our rights and obligations under this Agreement, without limitation. You may not transfer or assign any rights or obligations hereunder without our prior written consent.

Third Party Services. We reserve the right to use third party service providers in the provisions of all or part of the G2S Services.

20. FORCE MAJEURE

We shall not be liable for failure to fulfill our obligations under this Agreement if such failure is due to any cause or condition beyond our control, such as the use of third parties’ equipment or services, communications failure, natural disaster, acts of God, strikes, fire, floods, war, riot, electrical power failure or decrees of government bodies.

21. AMENDMENTS TO AGREEMENT

We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by written notice to you. Any changes will take effect from the date specified in the notice of change, but not less than 30 (thirty) days from the time of such notice, unless such change is the result of any change by the acquiring bank or Card Associations which comes into effect sooner than that (in which case, notwithstanding anything to the contrary in this Agreement, you will have a right of immediate termination of this Agreement). IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE G2S SERVICES FOLLOWING OUR NOTICE OF CHANGE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT.

22. NOTICES

Notices to You. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, as set forth in the Application or as subsequently changed by you by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.

Notices to Us. Any notices to us or any questions concerning this Agreement should be in the English language and addressed to: sales@g2s.com

23. MISCELLANEOUS

Governing Law; Jurisdiction. Any dispute arising between the parties in connection with this Agreement shall be interpreted and governed by the laws of England and Wales. The competent courts in London, England, shall have exclusive jurisdiction in any legal proceedings resulting or connected with this Agreement, and the parties hereby agree to such exclusive jurisdiction. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

Entire Agreement. This Agreement and its Schedules, together with the Application, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior understandings, agreements and discussions between them, oral or written, with respect to such subject matter.

No Waiver. No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof.

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof.

Enforcement of Our Rights. Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by you of any provision of this Agreement, our rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

Heading. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.

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