1.1 Definitions and rules of interpretation applicable to these Conditions and the Contract are set out in clause 25.
2.1 The Contract shall:
2.1.1 come into force on the Effective Date
2.2 and shall, unless terminated earlier in accordance with any relevant provision of clause 19, continue for the Minimum Period and thereafter unless and until terminated pursuant to clause 2.4 or any relevant provision of clause 19.
2.3 For the purposes of these Conditions, the “Effective Date” shall mean:
2.3.1 where the Retailer is a New Retailer, the date on which the Agreement has been approved by Payzone; or
2.3.2 where the Retailer is an Existing Retailer, the later to occur of:
2.3.2.1 the expiry of 28 days after the date of the written notice sent to the Retailer stating that these Conditions will take effect, or
2.3.2.2 the date on which Payzone delivers the new Payzone Equipment to the Retailer.
2.4 The Retailer may terminate the Contract on or after the expiry of the Minimum Period by giving not less than sixty (60) days’ prior written notice to Payzone.
2.5 For the avoidance of doubt, where the Retailer is an Existing Retailer then the terms and conditions already applicable to such Existing Retailer’s membership of the Network shall continue to apply until the Effective Date (but these Conditions shall apply in place of such terms and conditions with effect from and including the Effective Date).
3.1 Each party shall:-
3.1.1 At all times in the performance of its obligations and exercise of its rights under the Contract act in good faith;
3.1.2 take reasonable care in performing its functions and/or exercising its functions within the relationship;
3.1.3 refrain from taking steps that would inhibit or prevent the other party from complying with its obligations under or by virtue of the Contract; and
3.1.4 provide the other party with such reasonable cooperation as is necessary to the performance of the other party’s obligations under or by virtue of the Contract.
3.2 Payzone shall:-
3.2.1 not take steps which would undermine the relationship of trust and confidence between the Retailer and Payzone;
3.2.2 exercise any contractual, or other power, honestly and in good faith for the purpose for which it was conferred;
3.2.3 not exercise any discretion arbitrarily, capriciously or unreasonably; and
3.2.4 exercise any such discretion in accordance with the obligations of good faith, fair dealing, transparency, co-operation, and trust and confidence.
4.1 The information in the Contract and obtained in accordance with clause 4.2 relating to the Retailer, together with other information obtained about the Retailer and its staff in connection with the Contract, may be used and disclosed by Payzone in accordance with clause 4.3 and (where the information comprises Personal Data) clause 21 and the Privacy Policy.
4.2 The Retailer agrees that Payzone shall be entitled to obtain and use all information provided by or on behalf of the Retailer in respect of the Card Acceptance Agreement (or any proposed Card Acceptance Agreement) as though such information was also provided directly to Payzone as part of the Contract. Such information may be used and disclosed by Payzone for any of the purposes referred to in clause 4.3 and (where the information comprises Personal Data) clause 21 and the Privacy Policy, including after termination of the Contract for any reason.
4.3 Notwithstanding execution of the Agreement by Payzone and the entry into force of the Contract, Payzone may subsequently make all reasonable checks about the Retailer and any director, shareholder and/or other business owner of the Retailer including making financial checks (including checking the Retailer’s credit history and searching the files of licensed credit reference agencies, who may record the search) and seeking bank and/or trade references. The Retailer shall, promptly upon request by Payzone, provide any written authority which is required to enable such checks to be made. The Retailer acknowledges and agrees that Payzone shall be entitled to make any such checks (or further such checks) in the event of any non-payment by the Retailer of any sums due to Payzone under the Contract.
4.4 The Retailer represents and warrants to Payzone that all the information which the Retailer has provided to Payzone (in any form) in connection with the Contract (including Personal Data relating to the Retailer and/or its staff) is complete and accurate and shall inform Payzone promptly of any changes to such information
4.5 Without prejudice to any other provision of the Contract, the Retailer shall inform Payzone promptly (giving as much advance notice as is reasonably practicable, where appropriate) of any actual or proposed change in its ownership or trading name, address, telephone number or trading hours, or any closure of its business.
5.1 Except where the Equipment is installed remotely, Payzone’s representative shall attend the Retailer Site to install the Equipment within a reasonable period after the date of the Agreement. Such representatives shall be entitled to access the Retailer Site without prior notice for such purposes. The Retailer shall ensure that (if necessary or if requested by Payzone) a duly authorised representative of the Retailer is available at the Retailer Site during normal business hours to enable installation of the Equipment to occur. The Retailer shall not refuse to accept installation of the Equipment for any reason. The Retailer shall provide full cooperation to enable Payzone’s representative to install the Equipment at the Retailer Site (including providing reasonable assistance and facilities where requested by the representative for such purposes).
5.2 Use of the Equipment by the Retailer after its installation pursuant to clause 5.3 shall constitute conclusive evidence that the Equipment was complete, in good condition and was satisfactorily installed.
5.3 Payzone shall be entitled (in its sole discretion) to update, upgrade, remove or replace the whole or any part of the Payzone System at any time (including accessing any data) and the Retailer shall provide full co-operation and assistance in respect thereof (including providing suitable access to the Retailer Site). Payzone may in its discretion remove or decommission any Equipment from the Retailer Site at any time.
5.4 Payzone shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Retailer's quiet possession of the Equipment. Notwithstanding the provision of this clause 5.3, Payzone shall be entitled (at its sole discretion) to access the Equipment remotely for the purpose of service and maintenance and for purposes connected with the obligations of the parties under this Contract.
5.5 The Retailer shall ensure that the Equipment remains at the Retailer Site and is not moved from the Retailer Site without the prior written consent of Payzone and subject to such terms as Payzone may (in its sole discretion) stipulate.
6.1 Payzone shall provide:
6.1.1 with effect from the Effective Date, any applicable Ancillary Functions which have been selected by virtue of the Agreement; and
6.1.2 with effect from the relevant date agreed, any applicable Ancillary Functions which have been agreed by the parties from time to time, subject to the provisions of the Schedules applicable to the relevant Ancillary Functions.
7.1 Payzone has appropriate arrangements in place with the Clients under which the Retailer is, subject to compliance with any relevant Instructions and the provisions of these Conditions, entitled to undertake Transactions.
7.2 The availability to the Retailer of Products and Services and/or Stock is dependent on various matters, including the Equipment configuration (and, in particular, the specific Terminal Bundle which is provided to the Retailer), the geographical location of the Retailer and the requirements of the Clients. The Retailer acknowledges and agrees that the Products and Services and/or Stock which are available to the Retailer may not encompass all products, services and/or stock items which Payzone makes available to other retailers in its network.
7.3 From time to time, Payzone may (at its discretion) notify the Retailer that additional Products and Services and/or Stock are available to the Retailer. Payzone shall also give notice of any relevant Instructions or separate terms and conditions at the relevant time if applicable to the additional Products and Services and/or Stock. Without prejudice to any other provision of these Conditions, the undertaking of a Transaction by the Retailer for those additional Products and Services and/or Stock shall indicate the Retailer’s acceptance of those separate terms and conditions.
7.4 Payzone may withdraw the availability of any Products and Services and/or Stock (by removing their availability on the Equipment and/or by other means) at any time and for any reason. Payzone shall, if and to the extent reasonably practicable to do so (having regard to the relevant circumstances), provide prior notice to the Retailer of any such withdrawal. Notwithstanding the foregoing, Payzone shall not be required to give prior notice of any such withdrawal where:
7.4.1 Payzone does not receive any (or sufficient) prior notice from a Client of the withdrawal of any Products and Services by a Client or of the termination of a Client’s agreement with Payzone;
7.4.2 giving prior notice would or may (in Payzone’s reasonable opinion):
7.4.2.1 contravene any law or the requirements of any Regulatory Body; or
7.4.2.2 prejudice the interests of Payzone (including where any delay in withdrawal would prevent Payzone from avoiding any breach in law or the requirements of any Regulatory Body).
8.1 The Retailer shall (and shall ensure that, where applicable, its staff shall):
8.1.1 install and operate the Equipment only in accordance with the terms of the Agreement and any applicable Instructions or other directions given by Payzone;
8.1.2 where appropriate, use only suitable Consumables in the Equipment;
8.1.3 only sell or provide relevant Products and Services and Stock items at their face value or for such other amount as shall be authorised by Payzone;
8.1.4 not apply (or purport to apply) any additional charge or conditions to the sale or provision of Products and Services or Stock items;
8.1.5 ensure that it receives full payment by the Customer for all applicable Products and Services; and
8.1.6 accept all forms of payment authorised by Payzone for Transactions.
8.2 The Retailer shall not (and shall ensure that, where applicable, its staff shall not):
8.2.1 take payments for, or otherwise attempt to undertake any transaction in respect of, any Products and Services after the after the date of withdrawal of such Products and Services;
8.2.2 refuse to undertake a Transaction for any Customer (except where the Customer is required to make payment and does not have the means of payment, or where the Equipment is not functioning other than as a result of any act or omission of the Retailer or its staff);
8.2.3 split any single Transaction into smaller or separate Transactions;
8.2.4 accept any payment from a Customer for any Products and Services at any time when the Payzone System is not functioning; and
8.2.5 allow any Customer to undertake a Transaction on a self-serve basis (except if and to the extent otherwise provided for in any Instructions).
8.3 The Retailer acknowledges and agrees that it is the responsibility of the Retailer to verify the age of a Customer when undertaking Transactions for age-restricted Products and Services, whether those age restrictions are referred to in Instructions or apply pursuant to applicable laws.
8.4 The Retailer shall be solely responsible for:
8.4.1 the provision of all utilities and facilities (including the Equipment Connection) necessary to enable use of the Equipment at all relevant times; and
8.4.2 all third party charges incurred in connection with the Retailer’s use of the Equipment and its undertaking of Transactions (including the installation, rental, call and any other charges associated with the Equipment Connection).
8.5 The Retailer shall be solely responsible for all sales by it (or on its behalf) of any Products and Services and Stock items and shall account to Payzone accordingly, in accordance with the provisions of the Contract, for all such sales. For the avoidance of doubt, the Retailer shall be liable to pay for all mobile phone top-up vouchers and other payment vouchers of any kind which have a cash value which have been issued by the Retailer via the Equipment (including where issued by the Retailer or its staff in error), except if and to the extent due to any fault in the Equipment.
8.6 Should the Retailer require Payzone to supply any Consumables, the Retailer may contact the Helpdesk which will advise the Retailer of the availability and cost of any such Consumables. Subject to payment by the Retailer on demand of the Consumables Charge, Payzone will supply any such items as are agreed by the parties.
9.1 Payzone may (in its discretion) provide signage, stickers, posters and/or other materials to the Retailer from time to time, for the purposes of promoting the Retailer Site as a member of the Network and/or for promoting the availability of Products, Services and/or Stock at the Retailer Site. Any such signage, stickers, posters and other materials will be provided at no cost to the Retailer.
9.2 Should the Retailer require any promotional signage, stickers, posters or materials other than the Base Promotional Material then it may contact the Helpdesk which will advise the Retailer of the availability and cost of any such items. Subject to payment by the Retailer on demand of the Requested Promotional Material Charge, Payzone will supply any such items as are agreed by the parties.
9.3 The Retailer shall ensure that all Promotional Material is displayed in a suitable and prominent place at the Retailer Site at all times during the term of the Contract. The Retailer shall not move any Promotional Material from the Retailer Site at any time without the prior written approval of Payzone.
9.4 Except if and to the extent otherwise expressly agreed in writing by Payzone, the Retailer shall be solely responsible for:
9.4.1 the costs of installation, display and erection of all Promotional Material at the Retailer Site; and
9.4.2 obtaining all necessary permits and/or approvals for the installation, display, erection and removal of all Promotional Material at the Retailer Site (including any removal which is affected by Payzone’s representatives pursuant to clauses 10.6 and/or 20.7).
9.5 The Retailer shall be solely responsible (as between the parties) for any damage or injury caused by or in connection with the installation, display, erection or removal of any Promotional Material (even if the removal is affected by Payzone’s representatives pursuant to clauses 10.6 and/or 20.7), save if and to the extent that any such damage or injury is caused by any default or negligence of Payzone or its representatives.
9.6 For the avoidance of doubt, Payzone shall be entitled (at its discretion) to re-sell, distribute, use and/or dispose of any Promotional Material which is returned to or removed by Payzone in accordance with the relevant terms of the Contract (including any Requested Promotional Material, notwithstanding payment of the Requested Promotional Material Charge).
9.7 Regardless of whether or not the Retailer has been provided with any Promotional Material at any relevant time, during the term of the Contract:
9.7.1 Payzone will be entitled to publicise that the Retailer is a member of the Network; and
9.7.2 the Retailer will be entitled to publicise that it operates the Payzone System at the Retailer Site (including on any promotional literature which is intended to encourage potential Customers to undertake Transactions), provided always that:
9.7.2.1 such publicity and promotional literature complies with the reasonable instructions and corporate guidelines of Payzone and the relevant Clients (as applicable);
9.7.2.2 all artwork, photography and copy which incorporates any reference to any person other than the Retailer is submitted to Payzone and/or the relevant Clients (as applicable) for approval at least 28 days before its intended publication or use; and
9.7.2.3 no such artwork, photography or copy shall not be published or used without the prior approval of Payzone and/or the relevant Clients (as applicable).
10.1 The Retailer shall:
10.1.1 ensure that the Equipment is positioned on the Retailer’s main service counter or, if this is not physically possible, that it is situated in a prominent position which is suitable for installation and use and which is clearly visible to Customers;
10.1.2 ensure that each Retailer Site has a sufficient number of staff to undertake Transactions at all times;
10.1.3 ensure that such staff are fully trained to undertake Transactions and otherwise use and operate the Equipment and ensure that such training is kept up to date; and
10.4 on demand, provide to Payzone appropriate security for the Equipment, Stock and/or the Transaction Revenues (whether in the form of a bond or other security as Payzone may specify) and where applicable provide such increased or additional security in respect thereof as Payzone may require from time to time.
10.2 The Retailer shall (and shall ensure that, where applicable, its staff shall):
10.2.1 ensure that the Equipment (including the Equipment Connection) is fully operational at all times during the term of the Contract (including, for the avoidance of doubt, any period of notice to terminate the Contract);
10.2.2 without prejudice to the generality of clause 10.2.1, not disconnect the Equipment Connection or the power supply to the Equipment at any time unless otherwise instructed or approved to do so by Payzone;
10.2.3 have available at all times sufficient levels of Stock and sufficient stock of Consumables to be able to undertake Transactions;
10.2.4 promptly carry out such audits of Stock and Promotional Material as may be requested by Payzone from time to time and promptly provide the results of such audits to Payzone in a format reasonably specified by Payzone;
10.2.5 at all times, securely store at the Retailer Site all Stock, Promotional Material and Consumables which are in the possession of the Retailer;
10.2.6 retain and safely store all receipts relating to Transactions for a period of three years from the date of each Transaction;
10.2.7 provide to Payzone, within 48 hours of its request, all details of any particular Transactions (including any copies of receipts and any other applicable evidence of such Transactions);
10.2.8 permit Payzone or its duly authorised representatives to enter the Retailer Site (or, without prejudice to clause 10.4.2, any other premises at which the Equipment is or may be located) at all reasonable times in order to inspect the Equipment (and, where applicable, to collect it pursuant to clause 20.4), to inspect and access all relevant records relating to the Contract and Transactions and for the purpose of verifying the Retailer’s compliance with the Contract.
10.3 The Retailer shall not (and shall ensure that, where applicable, its staff shall not):
10.3.1 engage in any fraudulent activity or any other activity of any kind which does or is likely to adversely affect the reputation of Payzone, the Payzone System or the Clients;
10.3.2 do (or permit to be done) any act or thing which will or may jeopardise the right, title and/or interest of Payzone in the Equipment, or which would or may result in the Equipment becoming a fixture;
10.3.3 suffer or permit the Equipment, the Stock or any Transaction Revenues to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process; or
10.3.4 remove any SIM card supplied with or forming part of the Equipment (unless specifically instructed to do so by Payzone), or use or attempt to use any such SIM card for any purpose other than as part of the Equipment for the purposes permitted by the Contract.
10.4 The Retailer shall not (and shall ensure that, where applicable, its staff shall not) without the prior written consent of Payzone:
10.4.1 sell or sub-let the Equipment or part with possession or control of the Equipment;
10.4.2 move the Equipment from the Retailer Site;
10.4.3 permit any third party (other than relevant staff of the Retailer) to have use of the Equipment;
10.4.4 remove, deface, obstruct, alter or add to any peripheral supplied with or forming part of the Equipment and/or any proprietary notices (including any of Payzone’s trademarks and trade names) affixed to the Equipment or the Products and Services (or any part thereof);
10.4.5 use the Equipment for processing any transactions other than valid Transactions (and associated activities) permitted under the terms of the Contract (and, for the avoidance of doubt, shall not use the Equipment for any unlawful purpose);
10.4.6 create or allow the creation of any mortgage, charge, lien or other security interest in respect of the Equipment, the Stock or any Transaction Revenues; or
10.4.7 add or combine the Equipment with any other equipment or software.
10.5 Payzone may, at any time during or after the term of the Contract, request the Retailer to return any Stock and/or Promotional Material in the possession of the Retailer at the relevant time (excluding Exterior Promotional Material, in respect of which clauses 20.4.4 and 20.7 shall apply). Payzone shall provide the Retailer with a pre-paid return envelope or bag for the Retailer to use to return to Payzone any such Stock and/or Promotional Material. The Retailer shall return such Stock and/or Promotional Material within seven (7) days of receipt of such envelope or bag.
10.6 If the Retailer does not return any applicable Stock and/or Promotional Material in accordance with clause 10.5 then Payzone shall be entitled to access the Retailer Site (or any other premises at which such Stock and/or Promotional Material are or may be located) without notice to collect such Stock and/or Promotional Material and the Retailer shall pay the Collection Charge on demand.
10.7 Notwithstanding clauses 9.5 and 20.44, Payzone may at any time (including on or after termination of the Contract) require the Retailer to destroy any remaining Stock and/or Promotional Material (including Exterior Promotional Material) in the possession of the Retailer at the relevant time. The Retailer shall securely and responsibly destroy such Stock and/or Promotional Material promptly after such request.
10.8 If the Retailer breaches any of its obligations under the Contract (including failure to pay any of the Due Amounts on the Payment Date) then Payzone shall be entitled (at its option) to deploy a representative to visit the Retailer Site with a view to investigating and discussing the breach with the Retailer. For the avoidance of doubt, Payzone shall be entitled to deploy a representative to visit the Retailer Site under this clause 10.8 on each occasion that the Retailer is in breach of the Contract (including each occasion that any Due Amount is not paid on the Payment Date)
10.9 The Retailer shall (and where applicable, ensure that its staff shall) treat all employees, representatives and agents of Payzone with courtesy and respect at all times.
10.10 Payzone’s rights under clause 10.8 shall be without prejudice to any other rights and remedies of Payzone (including its rights to terminate the Contract under clause 19.4.1 ), subject always to clause 14.13.
11.1 The Equipment (including, for the avoidance of doubt, any peripherals and any SIM card supplied with or forming part of the Equipment) shall remain the exclusive property of Payzone at all times and the Retailer shall have no right to or interest in the Equipment, except for the right to possession and use of it in accordance with and subject to the provisions of the Contract.
11.2 The Stock and the Promotional Material shall remain the exclusive property of Payzone or the Clients (as the case may be) at all times. For the avoidance of doubt, the Retailer shall not at any time have any right or title in the Requested Promotional Material, notwithstanding payment by the Retailer of the Requested Promotional Material Charge (save for the right to display such Requested Promotional Material in accordance with and subject to the relevant terms of the Contract). The Retailer shall be responsible for ensuring that the Stock and the Promotional Material is not stolen, defaced, damaged or (other than as part of a valid Transaction, in the case of Stock) removed.
11.3 The risk of loss, theft, damage to or destruction of the Equipment and Stock shall pass to the Retailer on delivery of it to the Retailer. The Equipment and Stock shall remain at the sole risk of the Retailer until such time as it is redelivered to Payzone (or, in the case of Stock, sold or provided to Customers as part of a valid Transaction).
11.4 The Retailer shall keep the Equipment insured under an all-risks policy for the benefit of Payzone for not less than £500 (five hundred pounds) for each Terminal Bundle.
11.5 In the event of a claim under the insurance to be maintained by the Retailer pursuant to clause 11.4, the full amount of the Insurance Value shall be payable to Payzone and any excess payable under such insurance shall be the Retailer’s sole responsibility.
11.6 The Retailer shall, within seven (7) days of a request by Payzone, produce a certificate of insurance in respect of the insurance to be maintained by the Retailer pursuant to clause 11.4 together with evidence of payment of the applicable premiums.
11.7 If the Retailer fails to comply with its obligations under clauses 11.4 or 11.6, Payzone shall be entitled to effect and maintain insurance in respect of the Equipment, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Retailer.
12.1 The Retailer shall immediately report to:
12.1.1 Payzone any theft, loss, damage and/or failure of the Equipment or Stock; and
12.1.2 the police and to the Retailer’s insurer theft of the Equipment or Stock, or any damage to the Equipment or Stock caused by third parties.
12.2 The Retailer shall not tamper with or undertake any repairs to the Equipment or Stock without the prior written consent of Payzone.
12.3 Without prejudice to clauses 11.4 and 11.5, the Retailer shall pay to Payzone on demand an amount equal to the Insurance Value in the event of any theft or loss of the Equipment. The Retailer shall reimburse Payzone on demand the cost of the replacement of any Stock which has been stolen from the Retailer.
12.4 Payzone’s representative shall be entitled to access the Retailer Site without prior notice at any time during normal business hours in connection with any Equipment which has been damaged, lost or stolen (including attendance to inspect the Equipment, undertake repairs or to install any replacements for any Equipment). The Retailer shall ensure that a duly authorised representative of the Retailer is available at the Retailer Site during normal business hours for such purposes and shall provide full cooperation to enable Payzone’s representative to inspect the Equipment and/or install replacement Equipment (including providing reasonable assistance and facilities where requested by the representative for such purposes). The Retailer shall not, for any reason, refuse to allow such representatives to inspect and/or replace the Equipment.
12.5 Without prejudice to clause 12.4, Payzone shall, as soon as reasonably practicable, attempt to repair any faults in the Equipment that have been reported to Payzone, using remote diagnostics. In the event that the Equipment cannot be repaired using remote diagnostics (and it has not been repaired or replaced pursuant to clause 12.4), Payzone shall replace the Equipment as soon as reasonably practicable after receipt of the faulty Equipment. The faulty Equipment shall be returned by the Retailer at the Retailer’s risk and cost, except that Payzone shall reimburse the reasonable cost of returning the faulty Equipment where there is a breach by Payzone of the warranty in clause 17.1 in respect of such Equipment.
12.6 Payzone shall only arrange for an engineer to visit the Retailer Site to repair any faulty Equipment if Payzone (in its absolute discretion) deems it necessary or desirable. Such visits shall take place at times agreed by the Retailer and Payzone.
12.7 The Retailer shall pay to Payzone on demand:
12.7.1 the applicable Repair Charge where Payzone determines, in its absolute discretion, that the relevant repair of Equipment is necessary due to any act or omission of the Retailer; or
12.7.2 an amount equal to the Insurance Value if the relevant Equipment cannot be repaired for any reason (other than where the damage has been caused by any default of Payzone).
12.8 Payzone shall not be obliged to repair or replace the relevant Equipment unless and until the Retailer has paid the and the relevant amount due under clause 12.7
12.9 For the avoidance of doubt, the Retailer shall be solely responsible for any damage caused to the Equipment through use of unsuitable Consumables (unless supplied by or on behalf of Payzone).
12.10 The Retailer shall remain liable to pay all Due Amounts (including, for the avoidance of doubt, the Service Charges, the Card Acceptance Charges and the Ancillary Functions Charges) in respect of any period during which the Equipment is lost or damaged (except if and to the extent any such loss or damage is caused by any default of Payzone).
12.11 Where Payzone replaces any Equipment pursuant to the provisions of the Contract:
12.11.1 the replacement equipment shall be of equal or greater specification to the Equipment but may not be new; and
12.11.2 with effect from the date of replacement, the replacement equipment shall constitute the Equipment to the extent relevant for the purposes of the Contract (and references in the Contract to the Equipment shall be construed accordingly).
13.1 Payzone will provide the Helpdesk which will operate during such hours as Payzone may determine from time to time (in its absolute discretion), as published on Payzone’s website.
13.2 If Payzone considers that a Retailer is making excessive or unreasonable requests of the Helpdesk services, it may discuss with the Retailer appropriate changes to the Retailer’s arrangements with Payzone (which may include the possibility of levying a one-off or recurring charge for use of those services). Any such changes which are agreed shall form part of the Contract and be binding on the Retailer accordingly. Payzone reserves the right at all times to terminate the Contract in accordance with clause 19.3 whether or not any such changes are agreed.
13.3 Payzone may (at its discretion) visit the Retailer from time to time to check on the Retailer’s compliance with the provisions of the Contract and to assess any additional needs of the Retailer.
13.4 Where requested by the Retailer, Payzone may (at its discretion) provide training to the Retailer relating to the undertaking of Transactions and other use of the Equipment (including relating to Ancillary Functions), subject to payment by the Retailer on demand of the Training Charge.
14.1 In addition to any other Due Amounts, the Retailer shall pay:
14.1.1 the Service Charge, per week, for each Terminal Bundle;
14.1.2 where applicable, the Card Acceptance Charge, per week, for the provision of the Card Acceptance Functionality;
14.1.3 where applicable, the Ancillary Functions Charges, per Relevant Period, for the relevant Ancillary Functions provided to the Retailer from time to time; and
14.1.4 subject to clause 14.2, the Low Usage Charge for each week that the Retailer Site undertakes Transactions totalling less than the number of Minimum Transactions.
14.2 Where the Retailer is a New Retailer, clause 14.1.4 shall apply only with effect from the expiry of one month after the Effective Date.
14.3 Payzone may, at any time (at its discretion), request payment of any of Due Amounts to be paid immediately by debit or credit card. If and to the extent that any such Due Amounts are so paid by debit or credit card, the amounts which have been so paid shall not appear on any subsequent invoices issued by Payzone pursuant to clause 14.5 (unless such payment is cancelled or reversed for any reason).
14.4 Payzone shall (or shall procure that the Payment Agent shall) debit the Retailer Bank Account twice a week for an amount equal to the Transaction Revenues undertaken in each Transaction Period, as follows:
14.4.1 amounts due in respect of the First Transaction Period shall be debited on the following Thursday; and
14.4.2 amounts due in respect of the Second Transaction Period shall be debited on the following Tuesday, except (in each case) where there are bank or public holidays in the relevant week, in which case such debits will occur on any Banking Day subsequent to the day on which the debit would otherwise have occurred. Payzone will endeavour to give the Retailer advance notice of the day on which such debit will occur.
14.5 Payzone shall issue reconciliation statements to the Retailer (or shall provide the Retailer with access to reconciliation statements, whether via the Equipment or otherwise) on or after the expiry of every Relevant Period, in respect of each Transaction Period in such Relevant Period. Each such reconciliation statement will show the applicable total of the Transaction Revenues since the previous statement and the amounts payable by the Retailer in respect of those Transaction Revenues. The Retailer shall notify Payzone within five (5) days of the reconciliation statement being issued if it disputes any of the information in such statement, failing which the Retailer shall be deemed to have accepted that the information on the reconciliation statement is correct. Where a reconciliation statement is provided via the Equipment, each such reconciliation statement shall remain available on the Equipment until the issue of the next reconciliation statement (or for such longer period as Payzone may determine, in its discretion).
14.6 Subject to clause 14.2:
14.6.1 Payzone may, at its discretion, issue an invoice for the Service Charges in advance of each Relevant Period for the Service Charges, Card Acceptance Charges and/or Ancillary Functions Charges due for such Relevant Period;
14.6.2 Payzone shall invoice the Retailer, on or after the expiry of every Relevant Period, for all Due Amounts in respect of such Relevant Period which have not already been invoiced pursuant to clause 14.6.1;
14.6.3 all such invoices shall be due and payable 7 days from the date of the relevant invoice; and
14.6.4 Payzone shall (or shall procure that the Payment Agent shall) debit the Retailer Bank Account for the amount shown on each such invoice on or after the due date for payment.
14.7 For the purposes of clause 14.6.1, Payzone may either issue invoices or provide the Retailer with access to invoices, whether via the Equipment or otherwise. Where an invoice is provided via the Equipment, each such invoice shall remain available on the Equipment until the issue of the next invoice (or for such longer period as Payzone may determine, in its discretion).
14.8 Any Due Amounts relating to:
14.8.1 any period commencing on the Effective Date and ending immediately before the commencement of the first Relevant Period; and/or
14.8.2 any period commencing on the expiry of any Relevant Period and ending on the date of termination of the Contract for any reason,
shall be calculated and due on a pro-rata basis for any such period, even if otherwise expressed to be payable in relation to any other specified period.
14.9 Subject to clause 14.2, all Due Amounts (excluding the Early Termination Amounts) shall be collected by Payzone on the Payment Date by direct debit. The Retailer shall ensure that there are sufficient funds in the Retailer Bank Account to meet each such correct direct debit request for the Due Amounts.
14.10 All payments of all amounts due to Payzone under the Contract shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.
14.11 If the Retailer fails to pay any of the Due Amounts on the Payment Date then (without prejudice to clause 14.13 or Payzone’s other rights and remedies, including its rights to terminate the Contract under clause 19.4.1) the Retailer shall pay the Non-Payment Charge on demand (for each instance that any payment was not paid on the Payment Date), subject to clause 14.12.
14.12 Where Payzone deploys a representative pursuant to clause 10.8 as a result of the Retailer’s failure to pay any of the Due Amounts on the Payment Date then the Non-Payment Charge shall not be payable (but the Default Visit Charge shall remain payable in accordance with clause 10.8). For the avoidance of doubt, the Non-Payment Charge shall be payable under clause 14.11on each occasion that the Retailer fails to pay any of the Due Amounts on the Payment Date but where Payzone does not deploy a representative pursuant to clause 10.8.
14.13 If the Retailer fails to pay any of the Due Amounts on the Payment Date then (without prejudice to Payzone’s other rights and remedies, including its rights under clauses 10.8, 14.14, 19.1 or 19.4.1 the Retailer shall, on demand:
14.13.1 pay interest on all unpaid sums at a rate of 4% per annum above the base rate prevailing at the relevant time at the Bank of England (payable daily) until the sums are paid, whether before or after any judgement; and
14.13.2 pay all fees, costs, charges and/or legal costs properly incurred (or to be incurred) by Payzone as a result of or in connection with such non-payment.
14.14 If the Retailer, in breach of clause 8.2.3 splits Transactions, then then (without prejudice to Payzone’s other rights and remedies) the Retailers shall pay to Payzone on demand an amount equal to the amount of Commission wrongfully earned by the Retailer as a result of such breach.
14.15 For the avoidance of doubt, the Non-Payment Charge payable in accordance with clause 14.12:
14.15.1 shall be payable every day until the relevant sums are paid; and
14.15.2 shall apply even if the Due Amounts are paid in full and on time by some other means of payment (including any subsequent payment by debit or credit card in accordance with clause 14.2).
14.16 In the event of any non-payment of any Due Amounts, Payzone shall be entitled to set-off any such unpaid Due Amounts against any Commission or any other amounts due to the Retailer (whether such sums are due to the Retailer in connection with the Contract or otherwise).
14.17 Should the Retailer require any copies (whether in paper or electronic form) of any invoices or statements which have previously been provided by Payzone in connection with the Contract (including the reconciliation statements and invoices referred to in clauses 14.6 and 14.7), the Retailer must contact Payzone and such copies will be issued following payment of the relevant Statement Charge on demand. Notwithstanding the foregoing, Payzone shall not be obliged to produce copies of any invoices or statements which were originally provided more than five years prior to the date of the Retailer’s request.
14.18 On or about the 1st of April in each year the charges set out in this Agreement will be increased by a percentage amount equal to the percentage increase of the Retail Price Index (RPI) calculated as an average of the RPI over the preceding calendar year (January to December).
15.1 The Retailer shall maintain a Retailer Bank Account with facilities to pay to Payzone and/or pay the Payment Agent all Due Amounts by direct debit via the Bankers Automated Clearing Services (BACS). The Retailer acknowledges and agrees that, pursuant to the BACS scheme, payment may be taken from the Retailer Bank Account at any time up to two working days after the Payment Date (or, where the Payment Date is a bank or public holiday, up to four working days after the Payment Date).
15.2 The Retailer shall not without the prior written consent of Payzone (which shall not be unreasonably withheld):
15.2.1 close or change the Retailer Bank Account; or
15.2.2 cancel the direct debit for payment of the Due Amounts from the Retailer Bank Account.
15.3 Without prejudice to clause 15.2, the Retailer shall give Payzone not less than 10 days’ advance notice of any proposed closure, change or cancellation of the Retailer Bank Account.
15.4 At the end of each day, the Retailer shall carry out an ‘end of day’ function using the Equipment to show the total amount of Transaction Revenues applicable to that day. The Retailer shall, before the end of the next Banking Day, deposit an amount equal to those Transaction Revenues in the Retailer Bank Account.
15.5 The Retailer acknowledges and agrees that:
15.5.1 it will remain liable for payment the Transaction Revenues from the time of the relevant Transaction until the time of collection of the Transaction Revenues by the Payment Agent;
15.5.2 such liability for payment of the Transaction Revenues shall apply at all times notwithstanding any theft or loss of any monies paid to the Retailer and notwithstanding any other circumstances of any nature;
15.5.3 once the Transaction Revenues are paid into in Retailer Bank Account, they will be held by the Retailer on trust for the relevant Client; and
15.5.4 it has no rights whatsoever in the Transaction Revenues and they never form any part of the Retailer’s assets.
16.1 Each reconciliation statement issued by Payzone pursuant to clause 13.1 shall show the Commission due to the Retailer for the relevant period.
16.2 Payzone shall (subject to clause 14.17) pay any applicable Commission due to the Retailer weekly in arrears by direct credit to the Retailer Bank Account. The Retailer shall be solely liable to account for and pay to any relevant authorities any taxes, duties and/or levies that accrue in respect of Commission.
17.1 Payzone warrants that the Equipment shall be of satisfactory quality and fit for any purpose held out by Payzone (including being capable of undertaking Transactions).
17.2 As the Equipment is not manufactured or produced by Payzone, Payzone does not give any warranties beyond those contained in clause 17.1. In particular, but without prejudice to the foregoing, Payzone does not warrant that the Equipment:
17.2.1 will be error-free or be free of defects; or
17.2.2 will achieve any particular performance criteria.
17.3 Without prejudice to the generality of clause 17.2, Payzone does not warrant that the Payzone System will be functional or otherwise available at any particular time or times for the processing of Transactions.
18.1 Subject to clauses 18.2 and 18.3, Payzone’s maximum aggregate liability arising under or in connection with the Contract (including any liability for breach of the Contract and any liability for the acts or omissions of its employees, agents or subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall be limited to:
18.1.1 £250,000 (two hundred and fifty thousand pounds) for loss of or damage to physical property; and
18.1.2 in all other cases, the greater of:
18.1.2.1 the value of all Service Charges, Card Acceptance Charges and Ancillary Functions Charges paid by the Retailer to Payzone under the Contract (or, where an event giving rise to any such liability occurs prior to the expiry of the Minimum Period, the value of all Service Charges, Card Acceptance Charges and Ancillary Functions Charges paid and payable by the Retailer to Payzone under the Contract in respect of the Minimum Period); and
18.1.2.2 £1,000 (one thousand pounds).
18.2 Subject to clause 18.3, Payzone shall not be liable to the Retailer under or in connection with the Contract for any:
18.2.1 special, indirect or consequential loss;
18.2.2 loss of profit;
18.2.3 loss of use (including loss of use of the Equipment or interruptions in any service affecting the Equipment and/or the Payzone System);
18.2.4 loss of business or revenue;
18.2.5 loss of (or depletion of) goodwill; or
18.2.6 any increased costs or expenses, in each case, however caused (even if foreseeable).
18.3 Nothing in the Contract excludes or limits Payzone’s liability for:
18.3.1 death or personal injury caused by negligence
18.3.2 fraud (including deception, dishonesty and fraudulent misrepresentation);
18.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
18.3.4 any liability if and to the extent that it cannot be excluded or limited by applicable law.
18.4 The Retailer shall indemnify Payzone and/or the relevant Clients on demand and keep them fully indemnified and held harmless from and against any costs, claims, expenses (including legal costs) and liabilities incurred as a result of or in connection with any fraud by the Retailer and/or any member of its staff.
19.1 Payzone shall be entitled to suspend the availability of the Equipment, the Network and/or any Ancillary Function or the Retailer’s ability to process any one or more of the Products and Services (in each case without prior notice to the Retailer) if:
19.1.1 so requested by a Client;
19.1.2 the Retailer is in breach of (or Payzone has reason to believe that the Retailer may be in breach of) any of the provisions of the Contract.
19.2 Any suspension by Payzone pursuant to clause 19.1 shall be without prejudice to any other rights or remedies available to Payzone (including its rights to subsequently terminate the Contract where applicable) and may continue in place for such period as Payzone (in its absolute discretion) determines. Payzone shall have no liability to the Retailer (whether for loss of Commission or otherwise) for any such suspension.
19.3 Payzone shall be entitled to terminate the Contract (or the provision of any Ancillary Functions, in addition to its rights of termination in any Schedules) at any time without cause by giving the Retailer not less than 30 days’ notice.
19.4 Payzone shall be entitled to terminate the Contract (or the provision of any Ancillary Functions, in addition to its rights of termination in any Schedules) immediately on giving notice to the Retailer if:
19.4.1 the Retailer is in breach of any provision of the Contract and, if capable of remedy, does not remedy such breach within 7 days of receiving notice of such breach;
19.4.2 the Retailer Site undertakes less than the number of Minimum Transactions for a total period of 8 weeks or more in any consecutive twelve-month period;
19.4.3 the Retailer is or becomes bankrupt or insolvent or is in serious financial difficulty;
19.4.4 the Retailer ceases to trade or has an administrator, receiver or similar appointed over the whole or any part of its assets;
19.4.5 the Retailer fails to pay any sum due under the Contract on the due date for payment;
19.4.6 Payzone reasonably believes the Retailer’s financial position has deteriorated (or is likely to deteriorate) to such an extent that the Retailer may not be able to fulfil its obligations under the Contract;
19.4.7 the Retailer, or any of its staff or any other person engaged in the Retailer’s business, has been convicted of a criminal offence and/or a judgement in a civil action involving dishonesty;
19.4.8 any judgement debt enforcement proceedings are issued against the Retailer by any person; or
19.4.9 there is a change in ownership or control of the Retailer and/or the Retailer Site (or there is such change in circumstances of the Retailer and/or the Retailer Site that Payzone considers, in its absolute discretion, that an effective change of ownership or control has occurred).
19.5 Without prejudice to clause 23.14 or any other provision of the Contract, if the Retailer wishes to effect any change to its legal entity or basis of trading (such as a change from a sole trader to a partnership or a limited company) then it may contact Payzone to request termination of the Contract prior to the end of the Minimum Period in order for the relevant new entity to enter into a new contract with Payzone which shall replace the Contract.
19.6 Subject to clause 19.3 but notwithstanding any other provisions of the Contract, Payzone shall not terminate the Agreement:
19.6.1 in circumstances where Payzone is itself in material breach of duty in respect of the matters which Payzone considers give it the right to terminate.
19.7 Clause 19.6 does not restrict Payzone’s ability to terminate for a repudiatory breach.
20.1 Termination of the Contract (for any reason) shall be without prejudice to any other rights or remedies which Payzone and the Retailer may be entitled to under the Contract or at law and shall not affect any rights or liabilities of Payzone or the Retailer which have accrued as at the date of termination.
20.2 Termination of any Ancillary Function shall not affect the remaining provisions of the Contract or (where applicable) any other Ancillary Functions, which shall remain in full force and effect in accordance with the provisions of these Conditions.
20.3 Without prejudice to clause 20.1, all relevant Due Amounts outstanding or becoming due as at the date of termination of the Contract (for any reason) shall remain due and payable notwithstanding such termination.
20.4 On termination of the Contract (for any reason), the Retailer shall:
20.4.1 no longer be entitled to possession or use of the Equipment;
20.4.2 immediately stop using the Equipment (and for the avoidance of doubt shall not undertake or attempt to undertake any further Transactions) and shall return the Equipment to Payzone in accordance with clause 20.5; and
20.4.3 immediately cease to:
20.4.3.1 use the Payzone name, brand and logo;
20.4.3.2 represent itself as a member of the Network;
20.4.3.3 use or attempt to use any Stock; and
20.4.3.4 display or use any Promotional Material (excluding Exterior Promotional Material, in respect of which clauses 20.44 and 20.7 shall apply) or otherwise represent or advertise the Retailer Site as a place at which Transactions may be undertaken;
20.4.4 at its own cost, promptly remove all Exterior Promotional Material which is affixed to the Retailer Site and immediately remove all other Exterior Promotional Material;
20.4.5 immediately cease to display (or otherwise use) the Exterior Promotional Material removed by the Retailer pursuant to clause 20.4.4; and
20.4.6 immediately return all Stock and Promotional Material in the possession of the Retailer if so requested by Payzone pursuant to clause 10.5.
20.5 The Retailer shall, at its own cost, arrange for the Equipment to be returned to Payzone (at such address as may be specified by Payzone from time to time) within seven (7) days after termination of the Contract. Without prejudice to clauses 11.3 and 20.8 the Retailer shall ensure that the Equipment is properly and securely packaged to prevent any damage in transit and shall (unless returning the Equipment personally) use a reputable courier or postal service to return the Equipment.
20.6 If the Retailer does not return the Equipment in accordance with clause 19.5 then Payzone shall be entitled to access the Retailer Site (or any other premises at which the Equipment is or may be located) without notice to collect the Equipment and/or the Stock and the Retailer shall pay the Collection Charge on demand.
20.7 If the Retailer does not remove and cease use of any Exterior Promotional Material pursuant to clauses 20.44 and 20.4.5 then Payzone shall be entitled (at its discretion) to attend and access the Retailer Site without prior notice to remove such Exterior Promotional Material. The Retailer shall (if necessary or if requested by Payzone) provide full cooperation to enable Payzone’s representative to remove the Exterior Promotional Material (including providing reasonable assistance and facilities where requested by the representative for such purposes). Where Payzone’s representative visits the Retailer Site for the purposes referred to in this clause 20.7 then the Retailer shall pay the Promotional Material Removal Charge on demand (even if such representative did not successfully remove the Exterior Promotional Material).
20.8 If the Equipment returned by the Retailer (pursuant to clause 20.5) or collected by Payzone (pursuant to clause 20.6) is not in complete working order and in good condition (allowing for fair wear and tear) then the Retailer shall pay on demand:
20.8.1 the applicable Repair Charge, or
20.8.2 if the Equipment cannot be repaired for any reason (other than where the damage has been caused by any default of Payzone) an amount equal to the Insurance Value.
20.9 If the Contract is terminated for any reason (other than termination by Payzone pursuant to clause 19.3) before the end of the Minimum Period:
20.9.1 the Retailer shall (without prejudice to clauses 20.1 and 20.3) remain liable to pay on demand an amount equal to all Service Charges, Card Acceptance Charges and Ancillary Functions Charges which would otherwise be payable for the remainder of the Minimum Period; and
20.9.2 where applicable the Retailer shall pay the Early Termination Administration Charge and the Card Acceptance Restocking charge relating to Payzone's processing of such termination.
20.10 Where applicable, the Early Termination Amounts and the Card Acceptance Termination Charge may be invoiced by Payzone at any time after termination of the Contract and shall be payable within 7 days of the date of Payzone’s invoice.
20.11 The provisions of the Contract which expressly or by implication have effect after termination of the Contract shall continue to be enforceable notwithstanding such termination (for any reason).
21.1 This clause 21 applies to any Personal Data which is provided to or obtained by Payzone about the Retailer and/or any of its Personnel in their capacity as a Data Subject (as such term is defined by the Data Laws) or, in the event that it is processed by the Retailer in its capacity as a sub-processor to Payzone. For the avoidance of doubt, this clause 21 also applies to any Personal Data which is obtained by Payzone pursuant to clause 4.2 or from any third parties from time to time.
21.2 Each party shall comply with its obligations under the Data Laws.
21.3 The Retailer represents and agrees that it shall only process Personal Data, in its capacity as a sub-processor to Payzone,
21.3.1 in accordance with Payzone's instructions as set out in this Agreement; and
21.3.2 as provided in writing by Payzone from time to time (including to delete, amend, transfer or rectify Personal Data), unless the Retailer is required to process Personal Data in accordance with a legal obligation under Data Laws, in which case it shall pursuant to Clause 21.12 notify Payzone of this before carrying out any Processing, unless it is prohibited from doing so by that legal obligation.
21.4 The Retailer shall, prior to carrying out any instruction from Payzone, notify Payzone immediately if in the Retailer's reasonable opinion, such instruction is likely to result in a breach of Data Laws.
21.5 The Retailer represents and agrees that it shall assist and fully cooperate with Payzone (as requested by Payzone) to ensure Payzone 's compliance with its obligations under the Data Laws, including but not limited to:
21.5.1 implementing measures to mitigate against any data protection risks;
21.5.2 implementing technical and organisational measures to enable Payzone to respond to requests from Data Subjects exercising their rights under the Data Laws, including: (a) immediately notifying Payzone if it receives a request from a Data Subject under Data Laws; and (b) providing Payzone with the Personal Data and details of its Processing of Personal Data in response to a request by a Data Subject; and
21.5.3 assisting with any enquiries from a Data Protection Regulator.
21.6 When Processing Personal Data for the purposes of this Agreement the Retailer shall take all appropriate technical and organisational measures to preserve the confidentiality and integrity of the Personal Data and prevent any unlawful processing or disclosure ensuring a level of security appropriate to the nature of the Personal Data and the harm which might result from any unauthorised or unlawful processing, accidental loss, damage or destruction of that Personal Data. The Retailer shall:
21.6.1 provide Payzone on request, with details and evidence of the measures taken by the Retailer;
21.6.2. if requested by Payzone:
21.6.2.1 test such measures to assess their effectiveness in ensuring the security, confidentiality, integrity, availability and resilience of Personal Data, such testing to be carried out in accordance with the instructions provided by Payzone; and
21.6.2.2 maintain records (in the form requested by Payzone) of such testing and shall allow Payzone to inspect any such records on request.
21.7 The Retailer shall:
21.7.1 ensure all Retailer Personnel and subcontractors who Process the Personal Data are trained in their obligations under the Data Protection Legislation (including all relevant policies and procedures) before they process such data and at least annually thereafter, and maintain proper records of such training;
21.7.2 take all reasonable steps to ensure the reliability of Retailer Personnel with access to the Personal Data. Ensuring that all Retailer Personnel who are involved in the Processing of the Personal Data are under contractual or statutory obligations of confidentiality concerning the Personal Data; and
21.7.3 restrict access to the Personal Data to (i) those Retailer Personnel who require access to the Personal Data in order to meet the Retailer’s obligations under this Agreement; and (ii) such part or parts of the Personal Data as is strictly necessary for the performance of the relevant individual’s duties.
21.8 The Retailer shall allow for any data protection audits by Payzone or its Auditor in respect of the Retailer’s Processing of the Personal Data.
21.9 The Retailer shall not transfer or Process any of the Personal Data processed in its capacity as a sub-processor (nor allow the Personal Data to be accessed from) outside of the United Kingdom without first:
21.9.1 obtaining the prior written consent of Payzone; and
21.9.2 taking such steps as Payzone may request to ensure that any such transfer of Processing of the Personal Data complies with the requirements of the Data Laws.
21.10 The Retailer shall not subcontract the Processing of the Personal Data or allow any third party to Process any Personal Data.
21.11 Subject to Clause 21.1.2 the Supplier shall notify Payzone promptly (but, in any event, within 48 hours) should it:
21.11.1 receive notice of any complaint made to a Data Protection Regulator or any finding by a Data Protection Regulator in relation to its Processing of Personal Data, whether it is the Personal Data Processed under this Agreement or otherwise;
21.11.2 be under a legal obligation to Process the Personal Data obtained subject to this Agreement, other than under the instructions of Payzone, in accordance with the Retailer’s legal obligations under Article 28(3)(a) of the GDPR or pursuant to the Data Laws, in which case the Retailer shall inform Payzone of the legal obligation, except to the extent the relevant legal obligation prohibits it from doing so;
21.11.3 receive any request from or on behalf of a Data Subject exercising their rights under the Data Laws; and
21.11.4 become aware of any circumstance which may cause the Retailer to breach the obligations set out in this clause 20 or which may cause either party to breach Data Laws.
21.12 The Retailer shall notify (by email to data.protection@pzbp.co.uk) Payzone without undue delay (and in any event no later than within 24 hours of discovery) if it becomes aware of any actual, suspected or threatened unauthorised exposure, access, disclosure, Processing, use, communication, deletion, revision, encryption, reproduction or transmission of any component of the Personal Data, unauthorised access or attempted access or apparent attempted access (physical or otherwise) to the Personal Data or any loss of, damage to, corruption of or destruction of the Personal Data (Security Incident). Any Notification is subject to Clauses 20.13 and 20.14 and shall include the following information:
21.12.1 the nature of the breach, including the categories and approximate number of Data Subjects and records concerned;
21.12.2 the contact at the Retailer who will liaise with Payzone concerning the breach;
21.12.3 the likely consequences of the breach;
21.12.4 the remediation measures being taken, or proposed to be taken, to mitigate and contain the breach, and
21.12.5 any such information that Payzone may require (Notification).
21.13 Where the Retailer is unable to provide any of the information specified in clause 21.12 within the initial Notification, the Retailer shall still be required to notify the Security Incident in accordance with the procedure and timescale set out in clause 21.12 by supplying the available information and subject to an ongoing obligation to supply the required additional information as soon as it becomes available and without undue delay.
21.14 In the event of a Security Incident, Payzone shall at its sole discretion determine whether to provide notification to the Data Subject, any third party or a Data Protection Regulator and the Retailer shall not notify the Data Subject, any third party or a Data Protection Regulator unless such disclosure by the Supplier is required by law or is expressly approved in writing by Payzone.
21.15 In the event of a Security Incident, the Retailer will promptly restore any Personal Data at its own expense. The Retailer will ensure that it fully co-operates with Payzone in effecting any mitigating actions, or implementing any solution or remedy advised to the Retailer by Payzone.
21.16 Upon termination or expiry of this Agreement, the Retailer shall:
21.16.1 immediately cease to any Processing activities of the Personal Data subject to this Agreement and shall, at Payzone’s discretion, and in accordance with Payzone's instructions, either:
21.16.2 return all Personal Data to Payzone, together with all copies of the Personal Data in its possession or control;
21.16.3 provide the Personal Data to a third party as instructed by Payzone, together with any copies of the Personal Data in its possession or control; or
21.16.4 carry out a certified and secure destruction of the Personal Data, together with any copies of the Personal Data in its possession or control.
21.16.5 not retain any copy of any part of the Personal Data, in any form or media, and shall provide to Payzone a certificate signed by a duly authorised officer of the Retailer, confirming its exacting compliance with the requirements of clause 20.
21.17 The Retailer acknowledges and agrees that (where applicable) Personal Data of the Retailer (and Personal Data of the Retailer’s staff which is provided by the Retailer to Payzone) may be processed by Payzone (and its agents) for various purposes relating to the administration and performance of the Contract and as otherwise set out in the Privacy Policy.
21.18 Where the Retailer provides Personal Data about the Retailer’s staff in connection with the administration or performance of the Contract, the Retailer warrants and represents that it has the consent of all such staff to
21.18.1 pass their Personal Data to Payzone;
21.18.2 for Payzone to use and disclose their Personal Data for any of the purposes set out in the Privacy Policy; and
21.18.3 (where applicable) for Payzone to make any financial and other checks as referred to in clause 3.3.
21.19 The Retailer and any applicable members of its staff have various rights relating to the Personal Data which is processed by Payzone. Details of such rights and how to exercise them are set out in the Privacy Policy.
21.20 The Retailer acknowledges that Payzone is subject to the requirements of FOI Law and shall assist and cooperate with Payzone (at the Retailer’s expense and upon request by Payzone) to enable Payzone to comply with such requirements.
21.21 The Retailer shall:
21.21.1 send any Request for Information received by the Retailer to Payzone as soon as practicable after receipt and, in any event, within 1 Business Day;
21.21.2 provide Payzone with a copy of all Information in its possession or control in the form required by Payzone within 2 Business Days of a request from Payzone;
21.21.3 provide all necessary assistance requested by Payzone to enable it to respond to a Request for Information within the compliance times set out in FOI Law; and
21.1.4 not respond directly to a Request for Information unless expressly authorised in writing by Payzone.
21.22 Payzone shall, in its absolute discretion, be responsible for determining whether Information is exempt from disclosure (in accordance with the provisions of FOI Law) or is to be disclosed in response to the Request for Information. The Retailer acknowledges that any disclosure made by Payzone under this clause shall not constitute a breach of clause 22.11.
21.23 The Retailer acknowledges that Payzone may be obliged under FOI Law to disclose information relating to, or receive from, the Retailer:
21.23.1 without consulting with the Retailer; or
21.23.2 following consultation with the Retailer and having taken its views into account;
provided that where clause 20.24.1 applies, Payzone shall take reasonable steps, where appropriate, to give the Retailer advanced notice, or failing that, to draw the disclosure to the Retailer's attention after any such disclosure.
22.1 All notices and consents to be given by Payzone under the Contract shall be given in writing and may be delivered personally or sent by post, SMS, facsimile or email using the contact details set out on the Agreement and/or the Contract Form or otherwise notified to or obtained by Payzone during the term of the Contract, or (where the functionality of the Equipment, or any other equipment provided to the Retailer by Payzone under any other contract, permits) sent to the Retailer by way of message notification via the Equipment.
22.2 All notices to be given by the Retailer under the Contract shall be given in writing and sent by post to Payzone at Andmore House, Unit 4 Triangle Court, Cheshire Business Park, Manchester Road, Lostock, Cheshire CW9 7YL, marked for the attention of Customer Services (or to such other address and/or marked for such other person as may be notified by Payzone from time to time).
22.3 Correctly addressed notices and consents in accordance with the foregoing provisions of this clause 22 shall be deemed to have been delivered as follows:
22.3.1 if sent by post, two days after posting; and
22.3.2 if delivered personally or sent by facsimile, SMS, email or Equipment message notification, at the time of delivery or sending.
22.4 For the avoidance of doubt but without prejudice to the generality of clause 22.1, Payzone shall be entitled to send to the Retailer by SMS or email, using the contact details set out on the Agreement and/or the Contract Form or otherwise notified to or obtained by Payzone during the term of the Contract, or to send to the Retailer by way of message notification via the Equipment:
22.4.1 copies of any invoices and statements relating to the Contract;
22.4.2 reminders or notices relating to any overdue amounts payable under the Contract;
22.4.3 requests or reminders relating to any information to be provided by the Retailer under the Contract;
22.4.4 notice of any changes to the Contract pursuant to clause 23.13; and
22.4.5 notices regarding any faults with the Equipment or any instructions relating to the maintenance or operation of the Equipment.
Value Added Tax
23.1 All applicable charges and other amounts stated to be payable by the Retailer under the Contract (excluding, for the avoidance of doubt, any Transaction Revenues) are exclusive of any applicable value added tax and any other applicable taxes and duties or similar charges, which shall be payable by the Retailer in addition at the prevailing rate from time to time in force.
23.2 The Commission is stated as inclusive of any applicable value added tax and any other applicable taxes and duties or similar charges.
Intellectual Property
23.3 All intellectual property rights shall remain with the owner of such rights and shall not be transferred to the other party in any way.
23.4 Without prejudice to the generality of clause 23.3, the intellectual property rights in the Payzone System and the Equipment shall remain vested exclusively in Payzone at all times. Intellectual property rights in the Promotional Material shall remain vested in Payzone (and/or the Clients, as applicable) at all times.
23.5 Unless otherwise expressly agreed, the Retailer shall use the trade marks and/or trade names of Payzone or the Client (including in respect of any Promotional Material) only on the basis permitted pursuant to the Contract and in accordance with any applicable Instructions or guidelines and the applicable terms of the Contract.
Force Majeure
23.6 Save in respect of payment of the Due Amounts, each party shall be relieved of its obligations to perform any obligation in the Contract to the extent and for the duration that it is prevented from doing so due to causes beyond the affected party’s reasonable control including fire, flood, failure of utility or telecommunications supplies, failure of banking services, extreme weather conditions, disaster, emergency or where the law delays or prohibits the relevant obligation.
Communication with Retailer Staff
23.7 Payzone shall be entitled to contact the Retailer’s staff to exercise its rights and perform its obligations under the Contract and, unless notified otherwise by specific members of the Retailer’s staff, for all relevant purposes set out in clause 21 and the Privacy Policy.
Relationship of the Parties
23.8 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other.
Subcontracting and Assignment
23.9 Payzone shall be entitled to transfer and/or subcontract its rights and/or obligations under the Contract. Without prejudice to the generality of the foregoing, any Payment Agent appointed by Payzone from time to time shall be entitled to collect from the Retailer (including by way of debiting the Retailer Bank Account) any sums due to Payzone pursuant to the Contract.
23.10 The Contract is personal to the Retailer and the Retailer shall not be entitled to transfer or subcontract the whole or any part of the Contract to any other person.
Confidentiality
23.11 The parties agree to keep confidential and not to disclose to any person (other than other companies in its group and/or professional advisers in each case on a need to know basis) any confidential information of the other party (unless such was in the public domain other than by breach of this provision or the law requires the disclosing party to disclose such information). This clause 23.11 shall survive the expiry and/or termination of the Contract. The Retailer shall ensure that all of its staff comply with these confidentiality obligations.
Third Party Rights
23.12 Nothing in the Contract is intended to confer a benefit on any third party and a person who is not a party to the Contract is not entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Changes to the Contract
23.13 Payzone shall be entitled to change any terms of the Contract (including any charges in the Charges Annex or any other amounts payable to Payzone under the Contract) without reference to any other person by giving the Retailer at least 7 days’ notice. Payzone shall be entitled to change any Instructions at any time with immediate effect on giving notice to the Retailer and/or by issuing additional or replacement Instructions. Without prejudice to the foregoing, continued use of the Equipment, the undertaking of any Transactions or the use of any Ancillary Function after service of such notice shall be deemed to constitute the Retailer’s acceptance of the changes.
23.14 The Retailer may not change any of the terms of the Contract unless such change is agreed in writing with Payzone or Payzone otherwise notifies the Retailer of its agreement to such change.
23.15 Without prejudice to clause 23.14, in the event that Payzone agrees to make any Requested Change then the Retailer shall be liable to pay the Administration Charge on demand (for each occasion that any Requested Change is so agreed).
Waiver
23.16 The failure of a party to exercise or enforce any right under the Contract, or the grant by that party of any forbearance, delay or indulgence, shall not be construed as a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
Severability
23.17 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed not to form part of the Contract and the validity and enforceability of the other provisions of the Contract shall not be affected. Where the removal of any such provision (or part) would result in the intentions of the parties not being met with regard to the remaining provisions of the Contract, an alternative provision which is lawful and enforceable shall (where appropriate and to the extent necessary to give effect to such intentions) be deemed to be included in the Contract in its place.
Entire Agreement
23.18 The Contract supersedes all prior agreements, arrangements and understandings between the parties in respect of its subject matter and constitutes the entire agreement between the parties in relation to the Retailer’s membership of the Network and all associated matters. Each party confirms that it is not relying on any understanding or on any statement, representation, warranty or covenant of the other party (whether negligently or innocently made) except as specifically set out in the Contract. Nothing in this clause 23.18 shall operate to limit or exclude any liability of either party for fraud.
23.19 For the avoidance of doubt but without prejudice to the generality of clause 23.18, where the Retailer is an Existing Retailer:
23.19.1 with effect from the Effective Date, these Conditions shall supersede and replace all prior terms and conditions applicable to any agreements, arrangements and understandings between the Retailer and Payzone in relation to the Retailer’s membership of the Network and all associated matters; and
23.19.2 subject to clause 23.19.1, the Agreement and existing Contract Form shall continue to have effect for the purposes of the Contract.
Law and Jurisdiction
23.20 The Contract and any matter arising from or in connection with it is governed by and shall be interpreted in accordance with English law and each party irrevocably submits to the jurisdiction of the English courts in relation to all claims and matters arising out of or in connection with the Contract.
24.1 The Retailer shall comply with all Applicable Law and shall provide such evidence of its compliance with this clause 24 Compliance as Payzone may request.
24.2 The Retailer shall promptly notify Payzone (and in any event within 3 Business Days) if the Retailer is or may be in breach of its obligations under this clause 24.
Health and Safety
24.3 The Retailer shall be solely responsible for ensuring that its premises and the manner in which the Retailer operates the premises at all times comply with the requirements of the Health & Safety at Work.
Equality and Diversity
24.4 The Retailer shall:
24.4.1 perform its obligations (and ensure that its assistants perform their obligations) under the Agreement in accordance with all Applicable Law regarding equality including the Equality Act 2010 (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise);
24.4.2 comply with any other requirements and instructions which Payzone reasonably imposes in connection with any equality obligations;
24.4.3 take all necessary steps, and inform Payzone of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or any successor organisation.
Anti-Slavery
24.5 The Retailer shall and shall procure that its Associated Persons shall:
24.5.1 comply with all Applicable Law relating to anti-slavery and human trafficking including the Modern Slavery Act 2015; and
24.5.2 include in its contracts with its subcontractors and suppliers, anti-slavery and human trafficking provisions that also comply with all Applicable Law relating to anti-slavery and human trafficking including the Modern Slavery Act 2015.
Financial Crime
24.6 The Retailer shall perform its obligations under the Agreement in accordance with all Applicable Law regarding the prevention of money laundering and terrorist financing including The Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (known as the Money Laundering Regulations) (as amended by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and the Money Laundering and Terrorist Financing (Amendment) (EU Exit) Regulations 2020), The Proceeds of Crime Act 2002, The Criminal Finances Act 2017, The Terrorism Act 2000, The Counter-Terrorism Act 2008 and The Terrorist Asset Freezing Act 2010 or other applicable money laundering or terrorist financing legislation.
Anti-Bribery and Corruption
24.7 The Retailer shall and shall procure that its Associated Persons shall:
24.7.1 comply with the Relevant Requirements;
24.7.2 not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements including under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out anywhere in the world;
24.7.3 comply with Payzone’s requirements relating to anti-bribery and corruption as communicated to the Retailer from time to time;
24.7.4 not, whether by act or omission, cause Payzone to be in breach of any of the Relevant Requirements or requirements relating to anti-bribery and corruption;
24.7.5 have, maintain and enforce its own policies and procedures, to ensure compliance with the Relevant Requirements and this clause 24.7.
25.1 In the Contract and in these terms and conditions, the following terms (whether used in singular or plural form) shall have the following meanings:
Administration Charge means the prevailing charge payable in accordance with clause 22.15 where Payzone agrees to make a Requested Change, as set out in the Charges Annex;
Agreement means the agreement signed by the Retailer which forms part of the Contract;
Ancillary Functions means the services and/or products referred to in the Schedules;
Ancillary Functions Charge means the charge for the provision of the relevant Ancillary Function (other than the Card Acceptance Functionality), as set out in the Annex;
Applicable Law means all applicable laws, statutes and statutory instruments, including by-laws of local or other authorities, and any applicable guidance or codes of practice issued by any governmental body or regulator;
Assistant means a person employed or engaged by the Retailer in the provision of the Services who is approved by Payzone to provide the Products and Services to Customers;
Associated Persons means in relation to a company, a person (including an employee, agent, subsidiary or sub-contractor) who performs services or supplies goods for or on that company’s behalf, including, in relation to the Retailer, any Assistant;
Banking Day means any day (excluding Saturdays and Sundays) on which banks generally are open for business in London;
Base Promotional Material means signage, stickers, posters and other materials supplied by Payzone or the Clients from time to time in accordance with clause 9.1;
Card Acceptance Agreement means the agreement (provided to the Retailer by Payzone on behalf of the Card Acceptance Provider on or around the date on which the Retailer signs the Agreement or, where applicable, signs the Card Acceptance Addendum) between the Card Acceptance Provider and the Retailer for the provision of merchant acquiring services by the Card Acceptance Provider, including any applicable application form and other documents provided or to be provided to the Card Acceptance Provider by or on behalf of the Retailer in connection therewith;
Card Acceptance Charges means the charges for the provision of the Card Acceptance Functionality, as set out in the Agreement;
Card Acceptance Functionality means the configuration of the Equipment and its subsequent functionality which enables the processing of card payment transactions for the purposes of the Card Acceptance Agreement;
Card Acceptance Provider means the provider (or proposed provider) of merchant acquiring services for the Retailer, as specified on the Card Acceptance Agreement;
Card Acceptance Re-stocking Charge means the prevailing charge for refurbishment of returned equipment, as set out in the charges Annex;
Charges Annex means Payzone’s list of sundry charges, as set out in the Annex (including as may be amended from time to time in accordance with the provisions of the Contract);
Clients means the persons for the time being that have entered into an arrangement with Payzone relating to the sale or provision (as applicable) of Products and Services and/or Stock;
Commission means the commission payable by Payzone for each Transaction undertaken by the Retailer, as notified by Payzone to the Retailer from time to time (and which applies when the associated Transaction Revenues have been collected by the Payment Agent);
Conditions means these terms and conditions applicable to the Contract, as may be amended from time to time in accordance with clause 23.13;
Consumables means paper rolls and any other consumables necessary for the proper use of the Equipment;
Consumables Charge means the applicable charge for any Consumables which are agreed to be supplied to the Retailer pursuant to clause 8;
Contract means the contract between the Retailer and Payzone in respect of the Retailer’s membership of the Network, comprising the Agreement, the Contract Form, these Conditions (including the Schedules and the Annex) and any applicable Instructions (in each case as may be amended from time to time in accordance with these Conditions);
Contract Form means the document entitled ‘Contract Information Form’ which sets out certain contact information for the Retailer, information about the configuration requirements for the Equipment and certain other information relating to the Retailer’s business;
Customer means an individual for whom a Transaction is undertaken (or is to be undertaken) by the Retailer;
Data Laws means all applicable laws and regulations in respect of data protection and data privacy, including the Data Protection Act 2018, the UK GDPR (as defined and supplemented by section 3(10) and section 205(4) of the Data Protection Act 2018), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any applicable guidance or codes of practice that are issued by the Information Commissioner, Working Party 29 and the European Data Protection Board (and each of their successors);
Data Protection Regulator means the Information Commissioner's Office and the European Data Protection Board or any successor body to either regulator from time to time and any other supervisory authority with jurisdiction over either party in relation to matters of data protection and privacy;
Data Subject has the meaning set out in the UK GDPR;
Due Amounts means any applicable amounts which are due to be paid by the Retailer pursuant to the Contract (including all applicable Transaction Revenues);
Early Termination Administration Charge means the charge payable in accordance with clause 20.9.2 where the Contract is terminated before the end of the Minimum Period;
Early Termination Amounts means the amounts due to be paid by the Retailer pursuant to clause 20.9 together with any other amounts due to be paid by the Retailer pursuant to the terms of any Schedules if the Contract is terminated before the end of the Minimum Period;
Effective Date has the meaning given in clause 3.3;
Equipment means the equipment, devices and ancillary items (including the Terminal(s), SIM card, cables, user guides and training materials) provided by Payzone to the Retailer in connection with the Contract;
Equipment Connection means the dedicated telephone line and/or internet connection to be provided by the Retailer to enable the Payzone System to be continuously operated;
Existing Retailer means a person who, at the time when these Conditions took effect pursuant to clause 3.3.2., had a valid current contract already in place with Payzone in respect of their membership of the Network;
Exterior Promotional Material means all Promotional Material which is (or which is intended to be) displayed or erected externally at the Retailer Site (including, by way of illustration, A-frames or wall signs);
FOI Law means the Freedom of Information Act 2000 and the Environmental Information Regulations 2004, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations;
Helpdesk means the telephone helpdesk provided by Payzone which may be used by the Retailer for making general enquiries, reporting faults on the Payzone System and/or for ordering Consumables, Stock, potential promotional items referred to in clause 8.2 or copies of statements or invoices;
Information has the meaning set out in section 84 of the Freedom of Information Act 2000;
Instructions means particular instructions given by Payzone to the Retailer that the Retailer must follow in relation to Transactions;
Insurance Value means the value of the insurance required to be maintained by the Retailer for the Equipment pursuant to clause 11.4);
Low Usage Charge means the prevailing charge applicable where the Retailer Site undertakes less than the number of Minimum Transactions in the relevant week, as set out in the Charges Annex;
Non-Payment Charge means the prevailing charge for non-payment of any Due Amounts on the Payment Date, as set out in the Charges Annex;
Minimum Period means the longer of: (a) a period of 3 (three) years with effect from (and including) the Effective Date; and (b) the minimum duration of any applicable Ancillary Function (including any extended minimum duration), as set out in the Schedule applicable to such Ancillary Function (and for the avoidance of doubt, where there is more than one applicable Ancillary Function then the longest such minimum period shall apply);
Minimum Transactions means 40 (forty) Transactions per week (or such other number of Transactions per week as may be notified to the Retailer may Payzone from time to time);
Network means Payzone’s network of Retailers which are authorised by Payzone to undertake Transactions and/or which are provided with any Ancillary Function;
New Retailer means a person who is joining the Network pursuant to a new Agreement (and who is not an Existing Retailer);
Payment Date means the due date for payment of the relevant Due Amounts pursuant to the provisions of the Contract;
Payzone means Payzone Bill Payments Limited, a company registered in England and Wales under company registration number 11310918;
Payzone System means Payzone’s software application, data, processes, computer system, networks and websites which (together with the Equipment) is used to undertake and communicate details of Transactions;
Personal Data has the meaning set out in the UK GDPR;
Privacy Policy means Payzone’s Privacy Policy, as amended from time to time, in force as set out at payzone.co.uk/bill-payments-privacy;
Processing has the meaning set out in the UK GDPR and the words Process and Processed shall be construed accordingly;
Products and Services means the products, bills and services of the Clients for which the Retailer is authorised to take payment from and/or provide to Customers under the terms of the Contract, as permitted by the Equipment from time to time and/or as notified to the Retailer by Payzone from time to time;
Promotional Material means the Base Promotional Material and/or the Requested Promotional Material (as applicable);
Relevant Period means each consecutive period of 28 days commencing on such date, on or after installation of the Equipment at the Retailer Site, as shall be specified by Payzone;
Relevant Requirements means all Applicable Law relating to anti-bribery and anti-corruption including the Bribery Act 2010;
Repair Charges means the prevailing charges for the relevant repair of the Equipment as set out in the Charges Annex;
Request for Information means a request for information under the FOI Law;
Requested Change means any change to the Contract (including, for the avoidance of doubt, any change to the Equipment, the Service Charges, the Card Acceptance Charges, the Ancillary Functions Charges, the Minimum Period, the Retailer Bank Account, the Retailer Site, the Retailer’s trading name and any change to any of these Conditions) which is agreed by Payzone in writing following a request from the Retailer to make such change;
Requested Promotional Material means signage, stickers, posters and other materials supplied by Payzone or the Clients from time to time at the request of the Retailer in accordance with clause 9.2;
Requested Promotional Material Charge means the applicable charge for the Requested Promotional Material which is agreed to be supplied to the Retailer pursuant to clause 9.2;
Retailer means the person specified as such on the Agreement;
Retailer Bank Account means the bank account nominated by the Retailer for the processing of the direct debit in respect of the payment of the Due Amounts (subject to clause 14..2) and for receipt of the Commission, or such other bank account as may be notified to and agreed by Payzone from time to time in accordance with clause 15.2;
Retailer Site means the Retailer’s address as specified in the Agreement;
Security Incident means any actual, suspected or threatened unauthorised exposure, access, disclosure, Processing, use, communication, deletion, revision, encryption, reproduction or transmission of any component of the Personal Data, unauthorised access or attempted access or apparent attempted access (physical or otherwise) to the Personal Data or any loss of, damage to, corruption of or destruction of the Personal Data relevant to this Agreement;
Service Charge means the weekly charge for the Retailer’s membership of the Network as set out in the Annex (or as may be amended from time to time on giving notice to the Retailer);
Stock means any tangible items provided by or on behalf of Payzone or the Clients for the purposes of undertaking Transactions (including a voucher, coupon, token, key, smartcard, SIM card, gift card, pre-paid card, reusable lottery card);
Terminal means such part of the Equipment which (in addition to any other items) comprises the combination of a terminal (whether a tablet device or other terminal) together with, where applicable, any accompanying card terminal machine or PIN entry device or similar;
Transaction Period means the following successive periods in respect of the days on which the relevant Transactions occurred:
or such other period(s) as may be notified by Payzone;
Transaction Revenues means an amount equal to all payments received by (or which should have been received by) the Retailer from Customers for Transactions; and
Transactions means the sale or provision (as applicable) of Products and Services and/or Stock to or for Customers, via the Payzone System.
25.2 Terms used in these Conditions which are defined in any of the Schedules shall have the meaning given to them in the relevant Schedule.
25.3 In the Contract (unless the context otherwise requires):
25.3.1 references to the Contract or to any other document referred to in the Contract (including the Contract Form, these Conditions, the Annex, the Schedules and the Instructions) shall mean the Contract or such other document as amended, varied, supplemented, modified or novated from time to time;
25.3.2 the words “including”, “include” and “such as” and words of similar effect shall be deemed to have the words “without limitation” following them;
25.3.3 the words “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding or following them;
25.3.4 references to a “person” shall include natural persons, firms, companies, associations, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns;
25.3.5 words importing the singular shall include the plural and vice versa;
25.3.6 references to a numbered clause are to a clause of these Conditions so numbered;
25.3.7 references to the Schedules means the schedules to these Conditions and references to a numbered Schedule are to a schedule of these Conditions so numbered;
25.3.8 references to the Annex are to the Annex to these Conditions;
25.3.9 references to a “party” mean Payzone or the Retailer (and references to the “parties” shall be construed accordingly); and
25.3.10 any reference to any legislative provision is a reference to it as it is in force from time to time (taking account of any amendment, extension or re-enactment) and includes any subordinate legislation for the time being in force made under it.
25.4 The Annex forms part of these Conditions (and accordingly forms part of the Contract) and any reference to these Conditions or the Contract shall include such Schedules and the Annex.
25.5 In the event of any inconsistency between the provisions of the Agreement and the provisions of the Conditions, then the latter shall prevail.
25.6 The headings in the Contract are for ease of reference only and shall not affect the construction or interpretation of the Contract.
Charges Annex
Payzone's sundry charges under the contract are as follows:
|
Non-Payment Charge |
£95 (ninety-five pounds) |
|
Card Acceptance Re-stocking Charge |
£100 (one hundred pounds) |
|
Early Termination Administration Charge |
£40 (forty pounds) |
|
Low Usage Charge |
£2.49 (two pounds and forty-nine pence) |
The Repair Charges are as follows in respect of the specified damage to the equipment:
|
|
|
|
All other damage |
£125 (one hundred and twenty-five pounds) |
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Cert No. 9819
Stores