Payments Solution Service Schedule (UK/EU)
Effective: September 7, 2023
1. About this Service Schedule
1.1 This Payments Solution Service Schedule (this Service Schedule) applies where we enter into an agreement with you to supply you with a Payments Solution.
1.2 The specific components of the Payments Solution that we agree to supply to you are specified in the Quotation.
1.3 You acknowledge that the Payment Processing System is supplied to you by the Payment Processor in accordance with the Payment Processor Agreement.
1.4 This Service Schedule must be read in conjunction with the Quotation, the Payment Terms & Conditions, our Terms of Service, and the other documents that comprise the Agreement.
1.5 In this Service Schedule, any reference to a clause is to a clause of this Service Schedule unless otherwise specified.
2. Onboarding and Approval
2.1 You acknowledge that to be approved by us for use of the Payments Solution (Approval), you must:
(a) complete the Payments Solution Onboarding Requirements to our satisfaction.
(b) provide us with any documents or information requested by us to perform Know Your Customer and Anti-Money Laundering and Anti-Terrorist Financing checks and verifications to our satisfaction.
(c) confirm that you comply with any applicable PCI DSS requirements that we specify; and
(d) complete any further onboarding or approval requirements and provide any documents or information, required by the Payment Processor.
2.2 We will notify you in writing when you have been granted Approval. We reserve the right to refuse Approval for access to the Payments Solution, in our sole discretion.
2.3 If we refuse Approval for access to the Payments Solution, we may terminate the Agreement, without liability.
3. Implementation Plan
3.1 Following the grant of Approval, we may provide you with a short Implementation Plan for the implementation of the Payments Solution at the Site(s) which includes:
(a) date(s) for pre-install inspection(s) of the Site(s) where we consider such inspection(s) to be necessary.
(b) Site preparation requirements that you must comply with.
(c) dates by which we will aim to deliver and install the Oolio Payments Hardware at the Site(s).
(d) dates by which we will aim to set up and configure the Payment Processing System for use at the Site(s);
(e) dates by which we will aim to integrate the Oolio Payments Hardware, Payment Processing System and Customer Software, to the extent specified in the Quotation.
(f) a date by which we will aim for the Payments Solution to be Ready for Service; and
(g) any other particulars of the implementation that we wish to include in the Implementation Plan.
3.2 You must prepare the Site(s) in accordance with any requirements set out in the Implementation Plan or that we otherwise notify you of. You will also be responsible for ensuring that all Customer Software is installed, set up, configured, fit for purpose, in working order and available to us, and that except with respect to an internet connection that we supply, all internet connections and network connections are complete and operational, no later than the relevant date(s) specified in the Implementation Plan.
3.3 Each party must use reasonable endeavors to comply with the Implementation Plan.
3.4 There will be an extension of time for completion of any one or more of the stages in the Implementation Plan if one of more of the following events occur:
(a) we agree to a change to the Implementation Plan or any part of the Payments Solution.
(b) a shipping or Third-Party Provider delay occurs, or another Force Majeure Event occurs, that prevents us from completing one or more stages of the Implementation Plan by any date specified in the Implementation Plan.
(c) one or more delays are caused in whole or in part by any of your acts or omissions, or those of Your Personnel.
(d) an extension is required if either party was unable to complete any part of the Implementation Plan despite using its reasonable endeavors to do so.
3.5 For any extension of time the subject of clause 3.4:
(a) we may amend the Implementation Plan; and
(b) we will provide you with a copy of the amended Implementation Plan.
3.6 You must:
(a) ensure that all Oolio Payments Hardware is installed and kept at the Site(s), under suitable conditions, as specified in any applicable Operating Manuals, permit only trained and competent personnel to use them and follow any operating instructions as we may give from time to time.
(b) notify us promptly if Oolio Payments Hardware is discovered to be operating incorrectly.
(c) at all reasonable times permit full and free access to the Site(s) and to the Oolio Payments Hardware to us and Our Personnel and provide us and them with an adequate and safe working space, and any telecommunications facilities as are reasonably required to enable us to perform Ordered Services while at the Site(s); and
(d) take any steps reasonably necessary to ensure the safety of Our Personnel when attending the Site(s).
4. Implementation management
4.1 Where applicable, you will notify us of the name and qualifications of the person appointed as your Project Coordinator and/or Payments Champion upon request by us.
4.2 You must ensure that your Project Coordinator and/or Payments Champion co-operate with our Implementation Coordinator and attends meetings scheduled by the Implementation Coordinator to advise and assist on all matters relating to the implementation of the Payments Solution at the Site(s) requested by the Implementation Coordinator.
4.3 You agree that your Project Coordinator and/or Payments Champion will not be replaced before the Target Implementation Completion Date without notice to us, unless:
(a) the individual to be replaced is prevented by ill-health from carrying out his or her duties in connection with the Agreement for a significant period.
(b) the individual resigns from your employment.
(c) the contract of employment with the individual is terminated; or
(d) we make a reasonable, written request to you to replace the individual because he or she has in our opinion performed unsatisfactorily or has caused a breach of any of your obligations under the Agreement howsoever arising.
4.4 In the event that your Project Coordinator and/or Payments Champion is replaced in accordance with clause 4.3, you hereby agree that you will consult with the Implementation Coordinator regarding the suitability of any replacement and ensure that the replacement person is suitably appraised of the progress of the implementation and where required by us, undergoes any “catch-up” training required by us at our hourly rates then in effect to ensure that the replacement does not result in any delay in the Implementation Work.
5. Site Preparation
5.1 You must provide all cabling, cabinet works (holes through benchtops, access holes for cables, installation of brackets etc.) and carry out all other works and provide all other equipment needed to prepare the Site(s) for the installation of the Oolio Payments Hardware, including any equipment needed to connect and interface the Oolio Payments Hardware with any other equipment or hardware at the Site(s).
5.2 If you do not comply with clause 5.1:
(a) we may, but are not obliged to, carry out the relevant works and supply the relevant cabling and other equipment for an additional fee specified by us.
(b) you must pay such additional fee at the time(s) specified by us.
(c) we are not liable for any loss or damage incurred as a result of our provision of such works or supply of such cabling or such other equipment.
(d) you warrant that we are authorized to carry out all such works (including, where applicable, by any landlord where you are a tenant of the Site(s)); and
(e) you must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of us carrying out such works.
6. Acceptance of Oolio Payments Hardware
6.1 We warrant that the Oolio Payments Hardware supplied by us under the Agreement will:
(a) upon delivery by us to the Site(s), conform to the Specifications and be free from material defects in design, material and workmanship; and
(b) upon us confirming that the Payments Solution is Ready for Service, be of merchantable quality and in Good Working Order.
6.2 Subject to Applicable Law and the warranties set out in clause 6.1, all implied rights, representations, guarantees, conditions, warranties, undertakings and other remedies that you may otherwise have in relation to the Oolio Payments Hardware are waived and excluded from the Agreement, to the maximum extent permitted by Applicable Law.
6.3 Without limiting any rights that you have to reject defective goods under Applicable Law, you may reject as defective any Oolio Payments Hardware delivered to the Site(s) that does not comply with any of the warranties set out in clause 6.1, provided that:
(a) you give us written notice of rejection:
(i) in the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery of the Oolio Payments Hardware to the Site(s); (ii) in the case of a latent defect that occurs within 20 Business Days of delivery to the Site(s), within 5 Business Days after the time when the latent defect become apparent; and
(b) none of the events listed in clause 6.5 apply.
6.4 Without limiting any rights that you have under Applicable Law, You are deemed to have accepted the Oolio Payments Hardware if you fail to give notice of rejection in accordance with clause 6.3.
6.5 Without limiting any rights that you have under Applicable Law, we are not liable for any loss, damage or malfunction of any Oolio Payments Hardware (or a failure of any Oolio Payments Hardware to comply with any warranty set out in clause 6.1) as a result of fair wear or tear, or as a result of any of the following events:
(a) You, Your Personnel or any third party make any further use of that Oolio Payments Hardware after giving notice in accordance with clause 6.3;
(b) a defect arises because you, Your Personnel or any third party has failed to follow our (or the manufacturer’s) oral or written instructions for the storage, commissioning, installation, use or maintenance of the Oolio Payments Hardware or best industry practice;
(c) a defect arises as a result of us following any drawing, design or Specification supplied by you or Your Personnel;
(d) you, Your Personnel or any third party not authorised by us, alters or repairs the Oolio Payments Hardware without our prior written consent;
(e) you or Your Personnel losing the Oolio Payments Hardware;
(f) theft of Oolio Payments Hardware from any Site; or
(g) a defect arises as a result of your (or Your Personnel’s) or any third party’s wilful or accidental damage, negligence, or abnormal storage or working conditions.
6.6 You must indemnify us from and hold us harmless from and against all and any loss and/or damage that we incur as a result of any of the events listed in clause 6.5, including, where applicable the cost of replacing or repairing any lost Oolio Payments Hardware or damage to the Oolio Payments Hardware.
6.7 If you reject Oolio Payments Hardware under clause 6.3 then we may, at our option:
(a) replace the rejected Oolio Payments Hardware or supply equivalent goods; or
(b) repair the rejected Oolio Payments Hardware.
6.8 Once we have complied with clause 6.7, we are not liable to you, and you will have no further remedy arising out of or in connection with the rejected Oolio Payments Hardware's failure to comply with clause 6.1.
6.9 The terms of the Agreement apply to any repaired or replacement Oolio Payments Hardware supplied by us.
7. Your obligations in relation to the Oolio Payments Hardware
7.1 You must not make any representation or give any warranty in relation to the Oolio Payments Hardware not expressly authorised by us in writing.
7.2 You must:
(a) promptly inform us of all material complaints or claims in relation to the Oolio Payments Hardware.
(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Oolio Payments Hardware; and
(c) not resolve or settle any complaint or claim in relation to the Oolio Payments Hardware, including where doing so may result in us or any of our Associated Bodies Corporate incurring any liability to any party.
8. Title to the Oolio Payments Hardware
8.1 Unless otherwise expressly agreed in writing by us, all Oolio Payments Hardware remains owned by us and title to any Oolio Payments Hardware will not pass to you at any time.
8.2 You must not sell or otherwise dispose of the Oolio Payments Hardware:
(a) during the Term; or
8.3 You must keep the Oolio Payments Hardware separately stored and marked as our property.
8.4 During the Term (and thereafter), you must not do any of the following in relation to any of the Oolio Payments Hardware without our express prior written consent:
(a) create or allow any interest (except a security interest in our favour) in, or dispose or part with possession of, the Oolio Payments Hardware;
(b) allow the Oolio Payments Hardware to be removed from any Site;
(c) allow the Oolio Payments Hardware to become an accession to or commingled with any other property; or
(d) grant any security interest in relation to the Oolio Payments Hardware, without our prior written consent.
8.5 If you deal with the Oolio Payments Hardware in contravention of clause 8.4, without limiting any other rights or remedies available to us, you will hold the proceeds of any sale or disposal of the Oolio Payments Hardware, and in all other circumstances an amount equalling the replacement cost of the Oolio Payments Hardware, on trust for us.
8.6 Where we supply any Oolio Payments Hardware to you, you:
(a) are a bailee of the Oolio Payments Hardware;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure the retention of our title to the Oolio Payments Hardware including the registration of any security interest in our favour with respect to the Oolio Payments Hardware under Applicable Law;
(c) must separate the Oolio Payments Hardware from other goods which are held by you;
(d) must affix labels to the Oolio Payments Hardware that state that the Oolio Payments Hardware is owned by us;
(e) must not register any security interest in your favour with respect to the Oolio Payments Hardware or allow any third party to have or acquire any security interest in the Oolio Payments Hardware; and
(f) agree that we may retake possession of (and deal with, in our discretion) the Oolio Payments Hardware if payment of any Fees is not made in accordance with the Payment Terms (or such longer time as we may, in our complete discretion, approve in writing) or upon termination or expiry of the Agreement.
8.7You grant us and our representatives an irrevocable licence to enter any land or premises for the purpose of inspecting, retaking possession of or otherwise enforcing our rights in respect of, Oolio Payments Hardware (including by breaking any locks, doors and windows as required to access any Oolio Payments Hardware and dismantling anything to which the Oolio Payments Hardware has been fixed) and hereby indemnify and hold us harmless from and against any claims for damage to property or personal injury that may result from us or our representatives exercising any rights under the licence referred to in this clause 8.7. If we retake possession of any Oolio Payments Hardware, we may deal with it as we think fit.
9. Changes in your details
9.1 You must notify us at least 14 business days before you:
(a) There is a change of name in terms of individual, entity or change of organization structure.
(b) change your place of registration or incorporation; or
(c) change or apply for an company registration number.
9.2 You must notify us if anything mentioned in clause 9.1 occurs immediately on becoming aware of it.
10.1 You will pay all Fees to us in accordance with the Payment Terms (as specified in the applicable Quotation).
10.2 Reasonable out-of-pocket expenses may also be charged by us on production of reasonable evidence of expenditure to you.
11. Change control
11.1 You may, by giving written notice to us at any time during the Term, request a change to the Oolio Payments Solution.
11.2 We may (but are not obliged to):
(a) prepare a fee estimate for the implementation of the change at our standard rates then in force (if we offer to implement the changes on a time and materials basis); or
(b) prepare a written quote for the implementation of the change (if we offer to implement the change at a fixed price).
(c) prepare a quote for any increase or decrease in the Price; and
(d) notify you of any effect that the requested change may have on the Implementation Plan.
11.3 You must inform us in writing of whether you wish the requested change to be made. No change will be implemented or deemed to have been agreed unless it is agreed by you and us in writing. Please allow 10-14 business days as a time frame to request any amendments.
11.4 We specifically deny any implied or express representation that the Payments Solution will be fit to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in the Documentation as being compatible with the Payments Solution.
12. Your obligations in relation to the Payments Solution
12.1 You are responsible for all and any acts and omissions of your Personnel and Licensed Users, as if they were the acts and omissions of you.
12.2 You must comply with the Payment Processor Agreement in place between you and Payment Processor and must indemnify and hold us harmless from and against any loss or damage which we may suffer or incur because of your breach of the Payment Processor Agreement howsoever arising.
12.3 We may treat your breach of any Payment Processor Agreement as a breach of the Agreement.
12.4 You must:
(a) promptly inform us of all material complaints or claims in relation to the Payments Solution; and
(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Payments Solution.
(c) You are require to ensure all terminals are used with in the venue for the purposes that was agreed upon
12.5 Without limiting any other provisions of this Agreement, you:
(a) are responsible for payment of your Merchant Deposit to the Payment Processor.
(b) are responsible for the payment of all Refunds and Chargebacks and any costs or expenses related to same.
(c) are responsible for complying with the Scheme Rules and payment of all fines and penalties levied by a Scheme Owner that is caused or contributed to by your acts or omissions or those of your Licensed Users and/or Account Holders.
(d) must comply with your legal obligations to your customers, including with respect to the delivery of goods or services to customers; and
(e) must comply with all Applicable Laws, industry codes and rules that apply to your business.
12.6 It is your responsibility to ensure that you are aware of, accept and comply with the Scheme Rules including any updates to same from time to time.
12.7 You must not make any representation or give any warranty in relation to the Payments Solution not expressly authorised by us in writing.
12.8 You must provide us with any documents or information requested by us for us to perform any Know Your Customer and/or Anti-Money Laundering and Anti-Terrorist Financing checks and verifications requested, to our satisfaction, including in connection with a specific Transaction.
12.9 You must provide the Payment Processor with any documents or information requested by it for it to perform any Know Your Customer and/or Anti-Money Laundering and Anti-Terrorist Financing checks and verifications requested by it, to its satisfaction, including in connection with a specific Transaction.
12.10 You warrant that all documents and information provided by you in accordance with clauses 2.1(b), 12.8 and 12.9 are complete, true and correct.
12.11 You must not and must use reasonable endeavours to ensure that your Personnel and Licensed Users do not, breach the Payments AUP.
12.12 We may immediately terminate and/or suspend your access to all or some of the Payments Solution, or terminate the Agreement, without further liability to you, where you and/or your Licensed Users:
(a) repeatedly infringe the Payments AUP; or
(b) commit a material breach of the Payments AUP or the Agreement.
12.13 We may immediately terminate and/or suspend your access to all or some of the Payments Solution, or terminate the Agreement, without further liability to you:
(a) if we reasonably determine that you have failed to comply with clause 12.8:
(i) within a reasonable timeframe following a request by us; and/or (ii) in accordance with clause 12.12;
(b) if you do not use the Payments Solution to process a Transaction for more than 30 days at any time.
(c) if we are requested to by or on behalf of the Payment Processor, or any Acquirer or Scheme Owner.
(d) if the Payment Processor Agreement between you and the Payment Processor is terminated or expires.
(e) if our agreement with the Payment Processor is terminated or expires; and/or
(f) where we are otherwise permitted to do so under the Agreement.
12.14 We may at any time modify the settings of the Payments Solution and/or configure the Payments Solution, or request that the Payment Processor take action to prevent an actual or suspected breach of:
(a) the Payments AUP or other provision of this Agreement.
(b) Scheme Rules.
(c) the Payment Processor Agreement between you and the Payment Processor or
(d) Applicable Law,
by you and/or your Licensed Users.
12.15 You acknowledge that the integrity of the Payments Solution is protected by technical protection measures to prevent IPR, including copyright, in the Payments Solution from being misappropriated (TPMs).
12.16 You must not attempt, and ensure that your Licensed Users do not attempt, to remove or circumvent any TPM in the Payments Solution.
12.17 You must comply with, and ensure that your Licensed Users comply with, any security procedures, policies, and standards that we notify you of from time to time with respect to access and use of the Payments Solution.
12.18 You must indemnify us in respect of all and any loss and damage that we may suffer because of your breach of this clause 12.
13.1 As between you and us, all of the IPR in the Payments Solution are, and will remain, our sole property and we reserve the right to commercialize the Payments Solution (in whole or in part) in any way we deem fit, including by granting the right to access and use the Payments Solution to any other party or parties.
13.2 As between you and us, all of the IPR in the configuration of the Payments Solution are, and will remain, our property and we reserve the right to commercialize the Payments Solution (in whole or in part) in any way we deem fit, including by replicating the configuration thereof for any other party or parties.
13.3 The Payments Solution, Documentation and Implementation Plan are proprietary to us (or our third-party licensors) and you acquire no rights in or to the Payments Solution, Documentation or Implementation Plan other than those expressly granted by an Agreement.
13.4 You will do and execute, or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect our or our third party licensors’ rights, title and interest (including IPR) in and to the Payments Solution, Documentation and Implementation Plan.
13.5 You must prevent any infringement of our or our third-party licensors’ IPR in the Payments Solution, Documentation and Implementation Plan in your possession or control and will promptly report to us any such infringement that comes to your attention. You will:
(a) ensure that each Licensed User, before commencing use of the Payments Solution, is made aware that the Payments Solution is proprietary to us or third parties and that it may only be accessed and used in accordance with the Agreement.
(b) implement suitable disciplinary procedures for, and immediately notify us of, any employees who make unauthorized use of the Payments Solution;
(c) ensure that your network is secured so as to prevent unauthorized access and use of the Payments Solution; and
(d) Not permit third parties to have access to the Payments Solution without our prior written consent, which may require that such third parties execute a written confidentiality agreement in our favor on terms approved by us, before being given access to the Payments Solution or any component of it.
14. Payments Acceptable Use Policy
14.1 During any Licensed User using and/or accessing any component of the Payments Solution, the following are strictly prohibited (Payments AUP):
(a) using the Payments Solution to process a Transaction in respect of any product or service that is:
(i) not an Authorized Product or Service; (ii) a breach of any Applicable Law. (iii) illegal to offer or provide to/from any applicable jurisdiction; and/or (iv) listed in the Payment Processor's then current Prohibited and Restricted Products and Services List.
(b) using the Payments Solution for the benefit of a third party and/or permitting use by, or reselling the use of the Payments Solution to, a third party.
(c) accessing any other person’s account other than your allocated account on the Payment Processing System.
(d) uploading any content about a person without the person’s consent or using the Payments Solution to violate any legal rights of any person or company or other entity in any jurisdiction.
(e) using the Payments Solution (including any intentional access, creation, modification, transmission, distribution or storage of information, data or material) in breach of the Copyright, Designs and Patents Act 1988 (UK) or any Data Protection Laws in any relevant jurisdiction;
(f) using the Payments Solution in relation to crimes such as theft and fraud;
(g) using the Payments Solution in breach of any Applicable Laws or applicable rules, including Scheme Rules;
(h) using the Payments Solution in connection with the provision of negligent or unlawful services.
(i) any form of computer hacking or introduction of malicious programs into our or any of our service provider’s network, computer or servers (e.g., viruses, worms, Trojan horses, e-mail bombs, broadcast attacks or any other flooding techniques) or otherwise violating the security or integrity of any of our or our Third Party Providers’ network computer or communications systems or software applications;
(j) revealing your Payment Processing System password to others or allowing use of the Payments Solution by others who are not authorised to do so including attempting to probe, scan or test the vulnerability of an account or the Payments Solution;
(k) using the Payments Solution to offer or distribute fraudulent goods or services;
(l) using the Payments Solution to carry out security breaches or disruptions of network communication is strictly prohibited. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access or corrupting any data. For the purposes of this paragraph, "security breaches" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes (except for the legitimate use of aliases and anonymous remailers, which is permitted);
(m) using the Payments Solution to interfere with or deny service to anyone; and
(n) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the Payments Solution;
14.2 We may reject, or request that the Payment Processor reject, any Transaction that contravenes the Payments AUP or any other provision of the Agreement. We have the right to instruct Payment Processor to withhold any Fees from any monies held by the Payment Processor for you.
15. Initial Training
15.1 We will make Initial Training Services in the Payments Solution available to you either remotely or on Site (as determined by us) on a date specified by us, for no additional charge.
15.2 Any additional training in the Payments Solution required by you that we agree to provide will be provided by us at our standard rates then in force.
16. Data Protection
16.1 Each party must comply with its respective obligations under the provisions of the Data Protection Laws and references in the Agreement to "data processor", "data controller" and "personal data" shall have the meanings given to those terms in Article 4 of the GDPR.
16.2 Each party hereby warrants to each other that it shall not perform its respective obligations under this Agreement in such a way as to cause the other to breach any of its obligations under Data Protection Laws.
16.3 Where a party or any of its sub-contractors, as part of the fulfilment of its obligations under this Agreement, processes personal data as a data processor (the Processor) on behalf of the other party acting as a data controller (the Controller) the Processor shall, and shall procure that its sub-contractors shall:
(a) only process personal data as is strictly necessary to fulfil its obligations under the Agreement and act only on instructions from the Controller when processing personal data provided to it under this Agreement, and keep records of all such processing.
(b) comply with the Controller’s instructions in relation to the processing of personal data as such instructions are given and varied from time to time and not appoint a sub-processor without the Controller’s consent, and if the Controller does provide such consent the Processor shall:
(i) ensure that such sub-processor is bound by the terms of this clause 16 as it applies to the Processor. (ii) be fully responsible for any breach by such sub-processor of any of the obligations under this clause 16; and (iii) conduct adequate due diligence on such sub-processor to ensure that the sub-processor provides sufficient guarantees to keep personal data secure;
(c) at all times take all appropriate and reasonable technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
(d) not transfer any personal data to a country outside the United Kingdom or European Economic Area (EEA) without the Controller's prior written consent;
(e) immediately notify the Controller if it receives any complaint, notice or communication that relates directly or indirectly to the processing of personal data under this Agreement, provide full co-operation and assistance in relation to any such complaint, notice or communication or any other request for reasonable assistance from the Controller in relation to the personal data processed; and
(f) upon request by the Controller, provide written evidence demonstrating its compliance with this clause 16 and the Data Protection Laws,
and the Processor shall indemnify the Controller against any loss or damage suffered by the Controller in relation to any breach by the Processor of its obligations under this clause 16.3, provided that in circumstances where the Processor is us, such breach was not caused, directly or indirectly, by reason of your breach of the warranty given at clause 16.4 below.
16.4 You represent and warrant that you have the legal right under the Data Protection Laws:
(a) to disclose all personal data that you do in fact disclose to us;
(b) to process personal data in the manner and for the purposes that it instructs us so to do under or in connection with the Agreement and shall fully indemnify and hold us and Our Personnel harmless from any breach of this warranty.
16.5 You acknowledge and agree that from time to time, we, as part of our business processes, may need to transfer personal data to other companies in our Group. Such transfer and processing is governed by a Oolio Group Data Protection Agreement made between all companies in our Group, which adopts the UK international data transfer agreement, (which constitute appropriate safeguards that permit data international transfers without being in violation of the Data Protection Laws), ensuring all personal data is given the same level of security by those Group companies who are situated outside of the United Kingdom as it is by those Group companies situated within the United Kingdom, and your hereby consents to such transfer.
17.1 You, and not us, are solely liable for payment of the following amounts to the Payment Processor:
(a) your Merchant Deposit.
(b) all Refunds and Chargebacks; and
(c) all fines or penalties levied by a Scheme Owner that is caused or contributed to by the acts or omissions of you, your Licensed Users and/or your Account Holders.
17.2 You hereby indemnify us in respect of any loss or damage that we may suffer or incur because of your failure to pay any amount that is referred to in clause 17.1 as and when due.
17.3 We are not liable for:
(a) the creditworthiness or fraud of any person whose payment is processed by you using the Payments Solution; or
(b) for any non-performance of the Payments Solution to the extent caused by the Payment Processor or the acts or omissions of any bank or one or more payment, clearing, settlement or other systems provided by a third party, except to the extent caused by our fraud or willful misconduct.
17.4 You must, at all relevant times, comply with Applicable Laws in respect of payment surcharges in any relevant jurisdiction.
17.5 You authorise us to act as your authorised representative when dealing with the Payment Processor with respect to your use of the Payment Processing System and as such are authorised by you to access and use your data processed by the Payment Processing System. When so acting as your authorised representative, we will act in accordance with the mandates, permissions and instructions that we obtain from you.
In this Service Schedule, words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service. In addition, the following words have the following meanings:
Account Holder means a person that purchases products and/or services from you using a Payment Method.
Acquirer means a financial institution that is authorised by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from you on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to you.
Authorisation means the process whereby Payment Processor on behalf of you requests permission for a Payment Method to be used for a particular purchase.
Authorised Products and Services means the classes of products and/or services in respect of which the Payments Solution will be used by you to process Transactions, as specified in the Quotation.
Authorised Products means any such products and Authorised Services means any such services.
Chargeback means a Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which you have been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which you already received Settlement of the related funds, this results in the unconditional obligation for you to immediately return the Settled funds to Payment Processor, to enable Payment Processor to return such funds to the Scheme Owner or Acquirer (as applicable).
Customer Software means any software identified in the Implementation Plan that is not Oolio Software or Third-Party Software that we supply to you.
Direct Competitor means any third party engaged in the business of providing point of sale or payments software, systems, services or solutions.
Good Working Order means the Oolio Payments Hardware operates in accordance with the applicable Operating Manuals with all known vulnerabilities and errors.
Group means in relation to a company, that company, each and any holding or subsidiary company from time to time of that company and each and any subsidiary from time to time of a holding company of that company, with “holding company” or “subsidiary” meaning a "holding company" or "subsidiary" as defined in section 1159 of the Companies Act 2006 (UK).
Implementation Coordinator means a person who we nominate to be our project manager for the purposes of the implementation of the Payments Solution at the Site(s).
Implementation Plan means an implementation plan that we prepare for the implementation of the Payments Solution which includes the elements set out in clause 3.1.
Implementation Work means the work and services listed in the Implementation Plan.
Initial Training Services means training in the use of the Payments Solution as set out in any Implementation Plan.
Issuing Bank means a financial institution that issues Payment Methods to Account Holders.
Licensed User means any of your officers or employees who are employed by you to conduct the Business at the Site(s) who are not employed, engaged by or affiliated with any of our Direct Competitors and who are not restricted from using the Payments Solution because of any restrictions specified in the Quotation.
Merchant Deposit means the amount of any merchant deposit or retention amount notified to you by the Payment Processor.
Oolio Payments Hardware means any payments terminal that we agree to supply to you under an Agreement, as set out in a Quotation.
Oolio POS Solution means the point of sale solution that we describe in the Quotation as “Oolio POS Solution” or our POS solution.
Operating Manual means all operating manuals and specifications relating to the Oolio Payments Hardware that we provide to you or notify you of.
Other Hardware means any hardware and equipment set out in the Quotation and/or Implementation Plan that is not Oolio Payments Hardware.
Payment Method means one or more payment methods, specified in a Quotation.
Payment Processor means the payment processor specified in the Payment Processor Agreement.
Payment Processor Agreement as defined in the Quotation.
Payment Processing System means the payment processing platform, functionality and services made available to you by the Payment Processor.
Payments Solution means the Oolio Payments Hardware and the Payment Processing System.
Payments Solution Onboarding Requirements means the Payments Solution onboarding requirements specified in the Quotation and any other onboarding requirements specified by us and/or Payments Processor from time to time.
Price means the price for the provision of the Oolio Payments Hardware and/or Implementation Work, set out in the Quotation.
Prohibited and Restricted Products and Services List means a description of the products and services in respect of which the Payments Solution may not be used to process a Transaction, made available to you by us and/or the Payment Processor and as updated by us and/or the Payment Processor from time to time.
Project Coordinator and/or Payments Champion means the person who you nominate as your project coordinator and/or payments champion for the purposes of the implementation of the Payments Solution at the Site(s).
Ready for Service means that we determine that the Payments Solution is ready for use in a live environment.
Refund means a (full or partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of you.
Associated Body Corporate has the meaning given to it in the Companies Act 2006 (UK).
Scheme Owner means a third party that regulates and provides a specific Payment Method (e.g. Visa, MasterCard).
Scheme Rules means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which merchants and payment service providers must comply with when using the relevant Payment Method.
Site(s) means Your Premises identified in a Quotation for the installation of the Payments Solution.
Target Implementation Completion Date means the target date(s) for completion of all of the Implementation Work at the Site(s), as set out in the Implementation Plan.
Transaction means an Authorisation request of an Account Holder for a payment from the Account Holder to you submitted by you to Payment Processor.