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Intuit Pay Terms of Service

  1. Card Processing Agreement 
  2. Intuit Terms of Service

    Card Processing Agreement

     

1          The Card Processing Terms of Service

1.1       The Card Processing Agreement (the “Agreement”) between Merchant (“you” or “Merchant”), Intuit Limited (“Intuit”), GPUK LLP trading as Global Payments (“Global") and HSBC Bank plc (“Member") consists of the following documents:

 

g  the Service Schedule Appendix as may have been or may be amended from time to time

g  these Terms of Service, as may be amended from time to time;

g  any replacement or supplementary guides, notices or approvals that Intuit may issue from time to time;

g  any special conditions that Intuit may notify to you from time to time; and

g  all documents relating to security provided to Intuit. 

Unless specifically stated otherwise in the Agreement or the context requires otherwise, the terms “we”, “us”, “our” or “ourselves” when used in the Agreement means either Global or Intuit as agent for Global unless, for the purpose of Card Schemes membership or rules, it must mean Member or Global Payments and Member together. During the term of the Agreement, Intuit as agent of Global will be the sole and exclusive provider of the card processing services hereunder to the Merchant. For the avoidance of doubt, neither Intuit Limited nor GPUK LLP trading as Global Payments is a subsidiary or affiliate or a member of the HSBC Group. At any time, GPUK LLP trading as Global Payments may remove the Member as a party to this Agreement or change the Member to any other member of the Card Scheme, without notice to you. A MERCHANT’S SUBMISSION OF A TRANSACTION TO GLOBAL  SHALL BE DEEMED TO SIGNIFY MERCHANT’S ACCEPTANCE OF THE AGREEMENT. 

Effective 01 November 2009, GPUK LLP trading as Global Payments (registered in England and Wales with registration number OC337146), whose registered office and head office is at 51 De Montfort Street, Leicester, LE1 7BB, is authorised by the Financial Conduct Authority under the Payment Service Regulations 2009 (register reference number 504290) for the provision of payment services. 

Effective 04 October 2012, Intuit Limited (registered in England and Wales with registration number 2679414), whose registered office and head office is at 1 Cathedra Piazza, Victoria, London, SW1E 5BP has been registered by Global with the Financial Conduct Authority under the Payment Service Regulations 2009 to provide payment services as the agent of Global.  All regulated payment services provided to you under this Agreement are provided by Intuit as agent for Global. 

1.2  You understand that this is our standard Agreement upon which we intend to rely. For your own benefit and protection you should carefully read this document, the Merchant Operating Instructions and all additional documents provided to you whether on paper, CD-ROM or PDF file.  

You agree to follow the Merchant Operating Instructions, directions, and other notices concerning the Agreement and to be bound by the operating regulations and rules of Visa, MasterCard, and any other Card Scheme or organisation covered by the Agreement (“Card Scheme Rules”), as any of the above referenced documents may be modified and amended from time to time. Certain Card Scheme Rules are available on the applicable Card Schemes website (www.visaeurope.com and www.mastercard.com). You must make sure that you have read those Card Scheme Rules that are available on the Card Schemes website.   

If you do not understand any point please ask for further information. You should feel free to get independent advice.


 1.3   The Agreement may be amended only in writing and agreed by you, Intuit, Global and Member except that (i) changes to Service Charges and Floor Limits may occur as set out in clause 8.3 and 8.4 below, and except that (ii) Intuit or Global may provide you (either pursuant to clause 20.3 or by inclusion in a message on your invoice or in one of Intuit’s or Global’s regular publications) a notice describing amendments to the Agreement or an entirely new Agreement which will be effective on the date contained in the notice.  Intuit or Global (as applicable) will give you two (2) months advance notice of any change described in (ii) above. Where  Intuit  or Global as applicable changes the terms of this Agreement in accordance with (ii) above, you will be deemed to have accepted the change and it will take effect automatically in accordance with the notice provided by  Intuit  or Global as applicable unless you tell  Intuit  or Global as applicable that you do not accept the change before it comes into effect. If  Intuit or Global as applicable exercises its right to unilaterally amend the Agreement under (ii) above, you have the right to terminate the Agreement immediately without charge before the change comes into effect. If you notify  Intuit  or Global as applicable before the change comes into effect that you do not accept the change,  Intuit  or Global as applicable will treat this as notice from you to terminate the Agreement and there will be no charge for this. The Merchant Operating Instructions, the Card Scheme Rules, and the rules of the UK Cards Association, as described in clause 3, may be changed immediately. 

1.4   You have contracted with us as principals and not as agents for any person. 

1.5   If the Merchant consists of more than one legal person (for example, you are a partnership) each legal person has joint and several liability under the Agreement. This means all of you are together and individually responsible for any money owed to  Intuit and/or Global  under the Agreement and Global and/or Intuit (as the case may be) may demand repayment from all and any of you for any monies owing to them under the Agreement. If the partnership ends,  Global or Intuit  may end the Agreement, and if Global (or Intuit, as agent for Global)  has reason to believe that there is any dispute as to who is entitled to any funds Global  holds, you authorise  Global (or Intuit, as agent for Global)  to pay such funds into the account which Global will maintain for you in its books and records (and which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) until  Global (or Intuit, as its agent) is satisfied that the dispute has been resolved or we receive a court order to pay out such funds, at which point (being that day if it is a business day (meaning Monday to Friday, excluding public holidays) or, if such day is not a business day, the following business day)  Global (or Intuit, as agent for Global)  will pay such funds to the partners who are entitled to such funds as confirmed by you or in accordance with such court order.  

1.6   You acknowledge that some of the services to be provided by Intuit, Global and Member hereunder may be provided by third parties. You agree that except for your right to utilise such services in connection with the Agreement, you acquire no right, title or interest in any such services. You further agree that you have no contractual relationship with any third party providing services under the Agreement and that you are not a third party beneficiary of any agreement between Intuit, Global or Member, as applicable, and such third party. You may not resell the services of any third party providing services under the Agreement to any other party. 

 2    Transaction Types
           

Set out below is an explanation of the different types of transaction you may be authorised to undertake pursuant to the Service Schedule Appendix. 

Card Present (CP) 

CP transaction means any transaction where the card and cardholder are physically present with you at the time of the transaction and where you can evidence the presence of the card tendered either by chip read, card swipe through an electronic terminal and includes the following type of transaction:

g  sale transactions for the purchase of goods or services  

Card Not Present (CNP) 

CNP transaction means any transaction where the card and cardholder are not physically present with you at the time of the transaction and includes the following types of transaction:

g  mail/telephone/facsimile transactions conducted by post, facsimile, telex, telephone or any other similar form of communication 

CP or CNP 

Some transactions can be either CP or CNP transactions. These include the following types:

g  refunds – a refund of a sale you have previously undertaken. Refund transactions can only be made on the card used in the original sale

g  other transactions – there are other types of transactions which  Intuit  may approve in writing to you. 
 

3          Other Terms Explained 

Prior to us providing a card processing service for you, you will have received a Service Schedule Appendix.  The terms set out below are used in the Service Schedule Appendix. 

g  ‘Card Schemes’ means Visa, MasterCard, or any card association or organisation applicable hereunder, including any parent, affiliate, subsidiary, or successor, of any of them

g  ‘Crediting Timescales’ means the number of working days (meaning Monday to Friday excluding public holidays) after transaction data was submitted electronically in which we aim to credit your bank account. Timescales, however, cannot and are not guaranteed

g  ‘Chargeback’ means an unpaid transaction which is returned to Global by a card issuer (usually because the transaction has been successfully disputed by the cardholder, has not been properly authorised or there is a processing irregularity) and which Global (or Intuit, as agent for Global) may debit to you. Further details of the circumstances in which a Chargeback may arise and related procedures can be found within the Merchant Operating Instructions

g  ‘Floor Limit’ means the value of individual transactions above which authorisation is required as set out in the Service Schedule Appendix for the type of transaction in question

g  ‘HSBC Group’ means HSBC Holdings plc, its subsidiaries, associated and affiliated companies, and, for the avoidance of doubt, does not include GPUK LLP trading as Global Payments

g  ‘Merchant Operating Instructions’ means the guide issued by Global (or Intuit as agent for Global), which provides the operating instructions and procedures for utilising this service

g  ‘Minimum Adjustment Fee’ means the minimum amount of Service Charges payable by you per outlet in any month as set out in the Service Schedule Appendix

g  ‘Service Charges’ mean the charges payable by you to  Intuit  set out in the Service Schedule Appendix

g  ‘Service Schedule Appendix’ means the most recent version of the Service Schedule Appendix which may have been amended by  Intuit  from time to time in accordance with the Agreement

g  ‘The UK Cards Association’ (formerly APACS) means the United Kingdom trade association for payments and for those institutions that deliver payment services to customers.

 

4    Acceptance Of Cards 

4.1  The types of card which you may accept are set out in the Service Schedule Appendix. Examples of these cards are: MasterCard, Visa, Maestro, Visa Electron, V PAY, Visa Debit and Debit MasterCard. 

4.2  For each transaction that you process you must follow all the relevant steps and procedures described in the Agreement (or contained in the Merchant Operating Instructions, notices, guides, or the Card Scheme Rules). 

All Transactions 

4.3  If you have been authorised to undertake any specific type of transaction you are automatically authorised to provide refunds of such transactions. You must only refund transactions to the card used for the original transaction. 

4.4  If properly tendered, you must accept all cards you display the logos of and as detailed in the Service Schedule Appendix without discrimination for all of the goods and services you supply. 

4.5    You must not undertake transactions for anything other than the genuine purchase of goods and services you supply. 

4.6    You must evidence the presence of the card tendered, except for CNP transactions, either by chip read or card swipe through an electronic terminal.  

4.7   You must obtain authorisation of all transactions above the relevant Floor Limit or as  Intuit  otherwise requires in the Agreement. Authorisation can only confirm the availability of credit limit or funds and that the card in question has not been reported as lost or stolen at the time of the transaction. Obtaining an authorisation does not guarantee payment. If an authorisation is not granted, you must not continue to process the transaction. You must not spread the value of the sale over more than one card or split the sale into smaller amounts. 

4.8   A different price from the cash price may be charged for transactions by credit and debit cards but any pricing differential must be clear to your customers before payment is made. If you choose to surcharge for accepting cards then such charges must bear a reasonable relationship to your cost of accepting those cards as a method of payment. In addition, if you intend to surcharge, then you must display prominently at the point of sale both the intention to surcharge and the surcharge amount or basis of its calculation, such that the cardholder is aware of this information before making their choice as to method of payment.  

4.9   You must not impose any minimum or maximum transaction values.  

4.10  You must not discriminate against the use of cards in any other way. 

4.11 You must not accept transactions relating to goods or services which fall outside the description of your business as stated in the Service Schedule Appendix without our prior written agreement. 

4.12 You must not accept transactions or present transaction data for processing which are not undertaken directly between you and the cardholder. 

4.13 You must not process transactions on behalf of a third party, whether another person or business. 

4.14  You must not accept any type of transaction without our specific prior written agreement either as shown in the Service Schedule Appendix or as provided separately. 

4.15  You must only undertake transactions using terminals located within the United Kingdom, Channel Islands and the Isle of Man. 

4.16  You must ensure that cardholders are aware that you as the Merchant are responsible for the submission of the transaction and the supply of any goods or services provided. 

4.17  Where you have suspicions of the genuineness of a transaction, you have the right to request additional support information, sufficient to address your concerns. If this information is not forthcoming or is considered unsatisfactory, you should not proceed with the transaction. 

4.18 You must clearly inform the cardholder of your identity and how they may contact you. You must provide sufficient contact information to your cardholder, i.e. registered name, trading name(s), trading address, postal address, contact telephone number(s) and web address. 

4.19       You warrant and represent to Intuit, Global and Member: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by you for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defence, set-off or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will describe the goods and services which have been sold and delivered to the cardholder or delivered in accordance with his instructions as required by the Card Scheme Rules; (c) that you will comply fully with all laws, rules and regulations applicable to your business; (d) that you will fulfil completely all of your obligations to the cardholder in respect of the goods and services provided by you and will resolve any customer dispute or complaint directly with the cardholder; (e) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the Agreement, the provisions of the Merchant Operating Instructions and the Card Scheme Rules, as amended from time to time; (f) that none of the sales transactions submitted hereunder represent sales by telephone, mail order or internet, or where the card is not physically present and processed directly through your terminal, unless you are specifically authorised in writing by Intuit to submit such sales slips for purchase (g) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the Merchant Operating Instructions, any notices or bulletins notified to you, and Card Scheme Rules related to information security, including without limitation Payment Card Industry (PCI) Data Security Standard (DSS), Visa’s Account Information Security Programme and MasterCard’s Site Data Protection Program (all as amended from time to time), and (h) that all of the information contained in the Agreement (including the Service Schedule Appendix) is true and correct. In the event that any of the foregoing warranties or representations is breached or we have a good faith basis to believe that any of the foregoing has been breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to you.  

            Card Not Present or CNP Transactions 

4.20       You may accept CNP transactions only if authorised in the Service Schedule Appendix. 

4.21       These Terms of Service and the Merchant Operating Instructions contain guidelines for processing CNP transactions, but undertaking such transactions will be solely at your commercial risk, regardless of whether or not any request for authorisation or other enquiries have been made to us or if an authorisation has been received. You must only sell goods and services as set forth in your merchant application which must be consistent with other documentation supplied by you to customers, e.g. brochures, advertising, etc. 

4.22       There are no guarantees that any CNP transaction will be honoured or that Global or Intuit as agent for Global as applicable will not exercise its Chargeback or other rights of reduction or set-off under the Agreement in relation to such a transaction. 

            Internet Transactions 

4.23       If  Intuit  has given you its prior written agreement specifically for undertaking internet transactions either as shown in the Service Schedule Appendix or provided for in writing separately, you may accept internet transactions. As internet transactions are types of CNP transactions, clauses 4.20 to 4.22 will also apply to internet transactions. 

4.24       All internet transactions must be authorised and all authorisations and transactions must have the appropriate Electronic Commerce Indicator ("ECI") flags. Failure to do so could result in fines being levied by Card Schemes for which you will be liable and you agree to pay. 

4.25       The Card Schemes may mandate from time to time that certain merchants/business sectors must use security protocols and you must implement these protocols if  Intuit  advises you to do so in the timescales requested. 

4.26       All internet transactions that have been authenticated using MasterCard SecureCode or Verified by Visa must have the Universal Cardholder Authentication Field (UCAF) flag for MasterCard SecureCode and the Cardholder Authentication Verification Value (CAVV) for Verified by Visa within the transaction message. This is the measure that MasterCard and Visa use to identify whether a transaction has been SecureCode/Verified by Visa authenticated or not.
           

4.27    You must maintain your website to ensure you do not advertise or accept orders for goods or services on your website that you are not able to supply. Furthermore, the information referred to in clause 4.18 must always be available and correct. If you are unable to supply goods or services ordered, you must offer an immediate refund.  Intuit  may, at its sole discretion, generate such refunds itself if you do not do so within a reasonable time. 

4.28       You authorise Intuit to pass to Global, and authorise Global to obtain from Intuit, such information as Global may require in order to provide authorisation for transactions and process payments. 

4.29       Global and Intuit strongly recommends that you implement a suitable fraud management system.  Should you do so, it is your responsibility to correctly implement and maintain the fraud management system. 

4.30       You remain fully responsible for paying any fees charged by Intuit and under no circumstances will Global or Member collect these for Intuit or remit them to Intuit before making payment to you.  

4.31       You must securely retain evidence of the cardholder's authority to debit the amount of the payment made over the internet in case there is any dispute with the transaction. 

4.32       You must implement such security measures as Intuit, Global, Member or the Card Schemes require, as you will be liable for any Card Scheme charges, penalties or fines incurred by Intuit, Global, Member or you due to any failure by you to implement any such measures. 

4.33       On your website, you must display your consumer data privacy policy, security capabilities, and policy for transmission of payment card details, and the address of your permanent establishment.  

5          Your Obligations To Supply 

5.1        If required under applicable law, you must be licensed, registered or otherwise legally entitled to supply all goods and services you accept payment for by card in all jurisdictions in which you supply them. 

5.2        You must supply the goods and services which have been paid for by a card in accordance with the terms of your agreement with the cardholder. You must accept and process all transactions lawfully and in good faith. 

5.3        You must not advertise or attempt to sell any product that is illegal either in the UK or in the cardholder’s country of residence. 

6          Equipment And Materials 

6.1        You must keep securely in your possession all equipment and materials supplied by Intuit. 

6.2        You must display prominently the latest promotional material supplied by Global or Intuit including the logo for each type of card that you are permitted to accept. You must remove any such promotional material upon termination of the Agreement or earlier upon Global’s or Intuit’s request. You must submit to Intuit all your promotional or sales material which refers to Intuit, Global or Member or any card type for Intuit, Global and Member's prior approval.  You agree to allow Intuit, Global, Member or a representative of any Card Scheme (as the case may be) on the giving of reasonable notice to review your compliance with this clause 6.2. 

6.3        If you use any terminals in relation to transactions, they must be supplied by Intuit.  You acknowledge that the terms of service which apply to the use of such terminals are set out in a separate document which shall be provided to you by Intuit (“Terminal Terms of Service”). For the avoidance of doubt, “terminals” shall be held to include any related equipment, for example PIN pads and contactless readers. 

6.4        You agree that Intuit shall be responsible for ensuring the continued and efficient operation of any terminal supplied by Intuit and that only Intuit shall be responsible to you in respect of any failure or malfunction of such terminal.   Accordingly, none of Global,  Member or Intuit (save as set out in the Terminal Terms of Service in the case of Intuit) shall be liable to you for any loss resulting from any breakdown of or fault in any terminal.  None of Global, Member or Intuit (save as set out in the Terminal Terms of Service in the case of Intuit) shall have any liability in respect of any representation, warranty, condition or statement in relation to any terminal or otherwise, unless it is expressly set out in the Agreement. All warranties, conditions or liabilities implied by law or otherwise in respect of defects in terminals supplied to you, including warranties as to quality or fitness for purpose of any terminal or for damage or loss (but save for death or personal injury caused by our negligence of default) resulting from such defects, or from any work done in connection with them are hereby excluded.  

6.5        Terminals must be configured to reflect the cards you are authorised to accept and their respective Floor Limits. If agreed in writing, your terminal can be configured to accept non-standard card types, for example, American Express, Diners etc. Intuit  will agree with you the types of card the terminal can accept and the relevant charge payable per transaction. The terms on which such card transactions are processed and your account is credited will be dealt with in your card processing agreement(s) with the issuer(s) of such card(s). For the avoidance of doubt, although Intuit and/or Global will pass the transaction details on to the relevant card issuer, (for example, American Express, Diners), none of Global, Intuit or Member will credit your bank account with the value of the transaction. The card issuer will credit you by whatever method you have agreed. Intuit, Global and Member will not be liable in any way for any loss, costs or expenses incurred by you or any third party in connection with or arising from the undertaking, processing or transmission of such transaction details, except that Intuit and/or Global will pass on the transaction details to the relevant card issuer within the timescales set out in clause 9.1. If Intuit and/or Global becomes aware that Intuit and/or Global has failed to do this, Intuit and/or Global will immediately re-transmit the transaction details and, if you request, will make immediate efforts to trace the transaction and notify you of the outcome.  

6.6        You must indemnify Intuit, Global and Member against all costs, damages and expenses arising from the corruption of, or any damage to, a card or data of any kind and for any inaccuracy or defect in a terminal or data arising as a direct or indirect result of any breach of your obligations under the Agreement. 

6.7        Intuit, Global or Member will not be liable in any way for any loss, costs or expenses incurred by you or any third party in connection with outgoing calls made by your terminal including any calls for:

g  monthly maintenance

g  downloads to upgrade software/functionality

g  taking transactions/making authorisations. 

7          Chargebacks, Retrieval Requests And Suspicious Transactions 

7.1        In certain circumstances, card issuers are entitled to refuse to settle a transaction undertaken and processed by you and presented to them under this Agreement. Some examples of these and certain related procedures are set out in the Chargebacks section of the Merchant Operating Instructions. Any such list of examples is not exclusive and does not limit the generality of this clause. If a cardholder disputes a transaction, if  Global receives a retrieval request or a returned transaction from the card issuer, if  Global (or Intuit, as agent for Global) believes a transaction to be suspicious, questionable, not genuine or otherwise unacceptable, or if  Global (or Intuit, as agent for Global) reasonably believes that any of the warranties and representations set forth in clause 4.19 are untrue, or if  Global (or Intuit, as agent for Global) otherwise reasonably believes that Global will be liable to future Chargebacks in respect of your accounts,  Global (or Intuit, as agent for Global) will immediately be entitled to give instructions to your financial institution to debit your nominated bank account, to withhold such amounts from payments otherwise due hereunder and pay such amounts into the account which Global holds in respect of you in its books and records in accordance with clauses 1.5, 11.6 and/or 19 (and which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) or to otherwise recover from you by any other means the amount paid by Global to you in respect of that transaction. For the avoidance of doubt, this means that Global (or Intuit, as Global’s agent) may, in such circumstances, pay any amount otherwise due to you into a Reserve Account (as described in clause 19). Global reserves the right to generate a refund on your behalf to any cardholder for any reason without your authorisation. You understand that obtaining an authorisation for any sale shall not constitute a guarantee of payment and that such transactions can be returned or charged back to you. You acknowledge and agree that you are bound by the Card Scheme Rules with respect to any Chargeback. You further acknowledge that you are solely responsible for promptly providing  Global or Intuit  with any available information in respect of any of the above circumstances or to re-present a Chargeback and that, regardless of any information you provide or do not provide Global or Intuit  in connection with a Chargeback, or of any other reason, you shall be solely responsible for the liability related to any Chargebacks. If any such amount is uncollectible through withholding from any payments due hereunder and paying such amount into any account which Global holds in respect of you in  its books and records or through charging your account(s) as described in clause 19, you shall, upon demand by Global (or Intuit on its behalf) pay Global the full amount of the Chargeback.  Global (or Intuit as agent for Global) reserves the right to make an administrative charge in respect of the processing of any Chargeback or retrieval request hereunder and you agree to pay such charges.  

7.2        The rights of Intuit and Global under this clause will not be affected by any arrangement entered into between you and the cardholder. 

8          Service Charges And Floor Limits 

8.1        In consideration of the services to be provided under the Agreement, you must pay  Intuit as agent for Global the Service Charges set out in the Service Schedule Appendix. Intuit as agent for Global may change the Service Charges by notifying you in writing (pursuant to clause 20.3 or by inclusion in a message on your invoice or in one of  Intuit‘s regular publications) at least two (2) months before the change takes effect. Where Intuit as agent for Global exercises its right to change the Service Charges, you will be deemed to have accepted the change and it will take effect automatically in accordance with the notice provided by  Intuit  unless you tell  Intuit  that you do not accept the change before it comes into effect. If  Intuit  as agent for Global exercises its right to change the Service Charges, you have the right to terminate the Agreement immediately without charge before the change comes into effect. If you notify  Intuit  before the change comes into effect that you do not accept the change  Intuit  will treat this as notice from you to terminate the Agreement and there will be no charge for this. All such charges and all other payments to be made by you under the Agreement are, unless otherwise stated, exclusive of VAT and any other relevant taxes. All payments to Intuit under the Agreement must be made in sterling.  We will deduct from the settlement proceeds which we pay you an amount equal to the transaction fees and charges payable in respect of the card transactions in respect of which settlement is being made, so you will receive the settlement proceeds net of such fees and charges.  If you have chosen a tariff in respect of which a monthly account fee is payable, then we will debit that monthly account fee from your nominated bank account by Direct Debit.  We will also collect the amount of any transactions which are charged back from your nominated bank account by Direct Debit. 

8.2        Each of Global and Intuit as its agent, and where permitted under clause 8.8, the Member, shall be entitled to give instructions to your financial institution to debit your nominated bank account(s) or debit any account which Global holds in respect of you in  its books and records (and which Global operates on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) for the items listed below. Where amounts are shown on the invoices sent to you under clause 10 below, those invoices will constitute demands made by  Intuit  for the payment of those amounts:

g  set-up charges and fees

g  the agreed Service Charges for all transactions processed by you

g  other fees as agreed on the Service Schedule Appendix

g  any charges for stationery ordered from  Intuit

g  the amount of all refunds made by you (or  Global on your behalf) to cardholders

g  agreed polling charges

g  any overpayments made by Intuit, Global or Member

g  any sums charged back to you under the Agreement or due pursuant to clause 7 (including administration fees in connection therewith)

g  all sums  Global (or Intuit as agent for Global) is authorised to debit from your account under clause 11.6

g  charges, penalties, fines, fees, costs or expenses and interest thereon as provided in clause 8.5 or otherwise in accordance with this Agreement

g  any sums for failure to comply with Card Scheme requirements

g  accruals in anticipation of expected penalties

g  any applicable PCI or other non-compliance charges

g  any sum payable under clauses 13.3 or 13.4

g  any amounts to be held in a Reserve Account (as described in clause 19)

g  account management fees

g  VAT and other relevant taxes

g  charges for urgent courier deliveries

g  engineer charges

g  all other sums payable by you under the Agreement. 

If any type of overpayment to you or other error occurs, you hereby authorise any of Intuit,  Global or the Member to debit or credit your account accordingly. If your account does not contain sufficient funds, you agree to remit the amount owed directly to Intuit, Global or the Member within three (3) days of demand. You agree not to, directly or indirectly, prevent, block or otherwise preclude any debit by Intuit, Global, the Member or your financial institution to your bank account which is permitted hereunder.  

8.3         Intuit as  agent for Global may vary your Service Charges from time to time in accordance with clause 8.1.  

8.4         Global or Intuit as agent for Global may vary your Floor Limits for reasons including, but not limited, to the following:

g  to try to prevent fraud

g  as a result of any Card Scheme initiative or change in Card Scheme Rules. 

Intuit or Global as applicable will usually contact you (pursuant to clause 20.3 or by inclusion in a message on your invoice or in one of  Intuit’s  or Global’s regular publications) at least one (1) month prior to the effective date of the change. In exceptional circumstances, however, Intuit or Global as applicable may give you less notice than this or  Intuit or Global as applicable may vary Floor Limits without letting you know beforehand. Exceptional circumstances may include but are not limited to matters where  Intuit or Global as applicable suspects fraud or to prevent fraud. If  Intuit or Global as applicable does change Floor Limits without letting you know beforehand Intuit or Global as applicable will contact you as soon as practicable and in any event within one (1) month of the effective date of the change.  

8.5        If Intuit, Global or Member incur additional fines, penalties, fees, charges, costs or expenses imposed on Intuit, Global or Member by any Card Scheme or any other third party as a result of:

g  you breaching the Agreement in any way, or

g  the volume of Chargebacks which arise in respect of transactions accepted by you, or

g  the failure by you to implement systems or procedures designed to reduce fraud or to protect cardholder data, or

g  non-compliance with Card Scheme Rules, or,

g  any other action or omission of yours,

you agree to reimburse Intuit, Global or the Member, as appropriate hereunder.  Global and/or Intuit reserves the right to charge an administration fee dependent on the circumstances in addition to any reimbursements and you hereby agree to pay such amount.  

8.6        If in Global’s or Intuit’s  opinion, or that of any Card Scheme, a disproportionate level of Chargebacks arise in respect of transactions undertaken by you,  Global (or Intuit as its agent) reserves the right to make an administrative charge in respect of the additional work this entails and you agree to pay such charge. Charges may vary depending on the circumstance (for example, Card Scheme, number of Chargebacks) and details are available on request. 

8.7        Without prejudice to any other right Global or Intuit as applicable may have, if you fail to pay any amount under the Agreement when due, Global or Intuit as agent for Global may assess interest on the overdue amount at a rate of 2% per month from the due date for payment until payment is received and may also assess a late payment fee of £40 per overdue payment. 

8.8        Intuit, Global or the Member may set-off or combine any liability (whether it is actual or contingent) that you may have to Intuit, Global or the Member under this Agreement against any amount owing by Intuit, Global or the Member to you (whether or not in connection with this Agreement). The rights stated herein are in addition to any other rights Intuit,Global or the Member may have under applicable law.  

9          Credits And Debits To Your Bank Account

9.1        Subject to clauses 6.20, 7.1, 8.8, 11.6, 13.4 and 19 Global,acting on the basis of information provided by Intuit, will (unless otherwise provided in the Agreement) credit your bank account with the value of all transactions presented by you provided:

g  the transaction data is in the form that  Intuit, as agent of Global, specifies

g  you are permitted to accept such transactions under the Agreement

g  you have complied with all of the other terms of the Agreement, the Merchant Operating Instructions, any notices or newsletters, and the Card Scheme Rules. 

Availability of any such funds shall be subject to the procedures of the financial institution at which your nominated bank account is held. 

Intuit will collate on behalf of Global, and will submit to Global, details of transactions presented by you in accordance with this Agreement and the Merchant Operating Instructions and Global will present these to the relevant card issuer (via the relevant Card Scheme) to request payment.  Global will present such details on the day on which Intuit, acting as agent on behalf of Global,  receives your payment order. For this purpose, the date Intuit receives your payment order will be: 

g  where you use an online terminal, the date on which the host system releases your stored transactions for processing as set out in the Merchant Operating Instructions

g  where you submit your transaction details directly to Intuit  by file transfer, the date on which the file is submitted

If Intuit receives your electronic payment order on a day which is not a business day, or after 6 am on a business day, then your payment order will typically be treated as being received on the following business day.  

Amounts received by Global from card issuers by way of settlement of transactions submitted by you will be held to your account which Global holds in respect of you in its books and records (and which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) on the same business day as the settlement funds are received by Global.  

Payment will be made by the Member in accordance with the Service Schedule Appendix agreed between you and Intuit acting on behalf of Global. 

You instruct Global to pay such amounts from the payment account which Global holds in respect of you in its books and records (and which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) as follows: 

g  firstly, in payment of amounts due to  Global or Intuit  in accordance with this Agreement or as set out in invoices which Global (or Intuit as agent of Global) has sent to you in accordance with this Agreement which are not paid (or scheduled to be paid) by Direct Debit

g  secondly, in payment of amounts to be paid into your Reserve Account maintained in accordance with clause 19 in accordance with this Agreement

g  thirdly, amounts placed into an account which Global holds in respect of you in its books and records (and which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global ) in accordance with clauses 1.5, 7.1 and/or 11.6, and

g  the balance to be paid into your bank account maintained in accordance with clause 9.2 and the Service Schedule Appendix agreed between you and Intuit acting on behalf of Global. 

Payments into your nominated bank account will be made Monday to Friday excluding public holidays but is dependent on the card issuer. 

9.2        You must maintain a bank account with a financial institution acceptable to Global (or Intuit acting on behalf of Global) for the purpose of receiving payments due from Global and/or Member. Any bank account to which credits are made hereunder must be in your name. We shall be entitled to debit from that account any sums payable by you to either Intuit, Global or Member and you will maintain with your financial institution an instruction to effect all such debits after the Agreement has ended for any reason. You confirm to Member (or such other financial institution) that it may act on any instructions that Global (or Intuit on Global’s behalf) may give Member (or such other financial institution) to so debit the account.  

9.3        You must give Intuit at least one (1) months notice in writing if you intend to change the account referred to above or any substitute account. Any account change is subject to Intuit’s approval, acting as agent of Global. If you change your nominated bank account to another financial institution, Intuit will require you to authorise the new financial institution by way of a Direct Debit to make payments due under the Agreement.  

9.4        It is your responsibility to reconcile entries on your nominated bank account(s) and to notify Intuit, acting as agent of Global, of any differences/errors without any undue delay but in any event within thirteen (13) months of the date of the transaction. In no event will either Intuit, Global or Member be liable for any failure to make a payment transaction which is not reported in writing to  Intuit within thirteen (13) months of such failure, unless we have failed to provide you with, or make available to you, the invoice detailing such transaction in accordance with this Agreement. You expressly waive any such claim that is not brought within the time periods stated herein.  

10         Information From Intuit 

Intuit  will provide you with, or make available to you, invoices showing the amount of charges and other sums due to be paid by you under the Agreement including any VAT and any other relevant taxes. Such invoices will be provided in accordance with  Intuit’s  then current practices regarding delivery of invoices, but  Intuit  will provide such invoices at least once a month.  

11         Information From You 

11.1       You must provide  Intuit  with details of all transactions in the form and by the methods described in the Agreement or as otherwise notified by  Intuit . You must not present or allow anyone else to present to  Intuit  more than one set of transaction data for each transaction. 

11.2       You must retain in a secure place legible copies of any paper invoices, purchase orders, merchant copy receipts or equivalent documentation. All documents must be kept for at least five (5) years from the date of the delivery of goods or completion of the service provided (or for such longer period of time as may be required by the Card Scheme Rules, by law, or by  Intuit  as specifically requested in writing in individual cases) and you must provide  Intuit  with copies on request. After seven (7) months you may transfer all this information to processed/scanned images if you prefer, subject to  Intuit’s  prior written approval. The processed/scanned images must then be securely stored for the remainder of the five (5) year period (or for such longer period as described above). If the information is held in electronic format, it will need to comply with any Card Scheme security requirement, including but not limited to, the Payment Card Industry Data Security Standard (PCI DSS) requirements.  

11.3       If requested you must provide Intuit, Global or Member with evidence acceptable to us of any transaction including (without limit) the documents listed in clause 11.2 and any other evidence of the cardholder’s authority to debit his/her account with the amount of the transaction which  Intuit  requests. 

11.4       If requested, you must provide  Intuit  with such financial statements, business plans, audited accounts, management accounts, sales and purchase invoices, and other information concerning Merchant, its owners, principals, partners, proprietors or its affiliates that  Intuit  may from time to time request in order to assess your financial position. From time to time,  Intuit  may contact you to undertake a review of your card processing facility and the risk associated with that facility. You must cooperate with  Intuit  or its employees or contractors in that review.  Intuit , or its duly authorised representatives, may examine your books and records, including records of all transactions hereunder and proof that you are in compliance with the Agreement, the Merchant Operating Instructions, and the Card Scheme Rules. You agree that  Intuit  may seek injunctive relief with respect to your failure to furnish financial or other information upon request. 

11.5       You must notify  Intuit  in writing of any change in your circumstances which may affect your condition or status or ability to perform your obligations under the Agreement including, but not limited to, any change of name, business name, trading address, head office address, phone number, email address, bank account, change in products/services sold and any projection or forecast you have provided to  Intuit . You must also notify  Intuit if you cease to be a member of any trade association or affinity group. You agree to provide  Intuit  with two (2) months prior written notice of your intent to (a) transfer or sell any substantial part (ten percent (10%) or more) of your total ownership interest or assets or to liquidate; (b) change the basic nature of your business; (c) convert all or part of your business to anything other than CP transactions (unless authorised in the Service Schedule Appendix or with our prior written authorisation) or; (d) accept advance payments or deposits. Upon the occurrence of any such event, the terms of the Agreement may be modified to address issues arising there from. A set-up and administration fee may apply to any amendments to your Agreement due to a change in legal entity.  Intuit  will provide details of the applicable charge on request. 

11.6       You must provide such reasonable assistance as Global (or  Intuit as agent for Global) may require for the assessment of credit risk and the prevention and detection of money laundering or any other fraudulent or criminal activity.  Global (or Intuit as agent for Global)  shall, if it sees fit, be entitled to suspend the processing of, or withhold payment of such amount(s) and pay them into any account which Global holds in respect of you in its books and records (which Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) or a Reserve Account established for you in accordance with clause 19, or, in the event  Global has already credited your bank account,  Global or Intuit as its agent  will be entitled to give instruction to your financial institution to debit your nominated bank account with an amount equivalent to the value of any transaction pending completion of our investigation, for instance where  Global (or Intuit as agent for Global) has reasonable suspicion of a breach of the Agreement or money laundering or any other fraudulent or criminal activity.  Global  may retain such amount(s) until Global (or  Intuit as agent for Global)  has concluded its investigations or until Global (or Intuit  as agent for Global) is reasonably satisfied that the transaction or transactions in question are no longer subject to Chargeback rights whichever is longer. You agree  that Global’s or Intuit’s  fraud investigators may attend and have access to your trading premises and business records without prior notification.  

11.7       You must process transactions electronically. 

11.8       You must assist Global and/or Intuit with any financial or reconciliation query by providing such transaction details and/or other documentation or evidence as Global and/or Intuit requires. 

11.9       You must notify  Intuit  if you change the way you undertake or process transactions including (without limit) acceptance at point of sale and authorisation method. 

11.10     If you join a trade association or affinity group for which  Intuit  offers preferential terms, you must inform  Intuit  in writing and, where relevant, provide a valid membership number in order to benefit from such terms. 

11.11     Where you are obliged to provide information under this Agreement to  Intuit, in the absence of any specific time period, you will provide it promptly. 

12         Changes To Card Industry Regulations

12.1       The UK Cards Association (formerly the Association for Payment Clearing Services (APACS)) and/or the Card Schemes may stipulate changes to Intuit or Global and/or card industry operating regulations which apply to Intuit, Global and/or all card processors in the UK such as, for example, point of sale procedures, terminal functionality or fraud prevention measures. In such circumstances Intuit or Global Payments as applicable will be entitled to vary the Agreement in accordance with clause 1.3. The Card Scheme Rules and the UK Cards Association rules may be changed immediately.  

12.2       You must adhere to any changes to your processing and trading practices Global or Intuit requests due to compliance programmes introduced by Card Schemes and the UK Cards Association’s changes. 

12.3       You must fully participate with any investigation required relating to any processing issues you may have, whether identified by Intuit, Global, yourself or other parties, and resolve the issues that are within your responsibility within the requested timeframe. Intuit and/or Global reserves the right to charge an administration fee in addition to any fine imposed and passed to you. Details of these variable charges will be notified where applicable.  

13         Security Of Card Data            

13.1      You must ensure that any card data permitted to be stored or processed by yourself or a third party on your behalf is held securely and in accordance with the Card Scheme Rules and the Merchant Operating Instructions. Without limiting the generality of the foregoing, you agree that you will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re-present a Chargeback with respect to such transaction. 

13.2     You agree to comply with the Merchant Operating Instructions and the Card Scheme Rules related to cardholder and transaction information security, including without limitation, Payment Card Industry (PCI) Data Security Standard (DSS), Visa’s Account Information Security Programme and MasterCard’s Site Data Protection Program. You agree to cause any third party who handles card data on your behalf or provides you with services related to payment processing or facilitates your ability to accept credit and debit cards and who is not a party to the Agreement to comply with the Merchant Operating Instructions and the Card Scheme Rules related to cardholder and transaction information security, including without limitation, PCI DSS, Visa’s Account Information Security Programme and MasterCard’s Site Data Protection Program. In the event that a security breach occurs in a third party you are utilising, any costs or fines will be your responsibility and payable by you as outlined in clause 8. 

13.3       If it is identified that a data compromise can be traced back to your business you may be required to appoint a third party forensic investigator. In such circumstances you will be responsible for bearing the direct and indirect costs relating to any investigation and any subsequent charges relating to achieving the appropriate level of PCI DSS compliance. 

13.4       You agree to reimburse Global (or  Intuit  as agent for Global) for any reasonable direct and indirect cost incurred from the fraudulent use of cards, where the source of compromise is identified as having occurred at your premises.  Global (or Intuit as agent for Global) may obtain reimbursement by giving instructions to your financial institution to debit your nominated bank account or by debiting any Reserve Account, or as otherwise provided for in this Agreement. Global (or Intuit as agent for Global) will provide written confirmation and a breakdown of specific costs incurred where this is applicable. 

13.5       Storage of the following information is prohibited after authorisation of the transaction:

g  Card Verification Value (CVV) and Card Validation Code (CVC) contained in the card’s magnetic stripe

g  CVV2/CVC2; the three digit number printed on the back of the card in or next to the signature panel

g  iCVV/Chip CVC contained in the magnetic stripe image in a chip application (Track 2 equivalent data)

g  Full Track 2 data; i.e. the data held on the magnetic stripe and/or the chip

g  PIN Verification Value (PVV); PIN offset contained in the magnetic stripe and/or the chip. 

13.6       Except where Global or Intuit  has given prior written agreement, you must not disclose to any third party and must, at all times, keep secure from unauthorised access or disclosure any information relating to:

g  a cardholder or his or her transactions

g  our business, the Merchant Operating Instructions, any Card Scheme, the Card Scheme Rules, the UK Cards Association, or the Agreement unless such disclosure is required by law or the relevant information is public knowledge (other than as a result of breach by you of this clause). 

13.7       You must not compile or use any lists of cardholders or card numbers or other information referred to in this clause 13, or any documents comprising the Agreement other than for the proper performance of your obligations or exercise of your rights under the Agreement. 

13.8       You also agree to cooperate at your sole expense with any request for an audit or investigation by Global, Intuit, Member, a Card Scheme, or a network organisation in connection with cardholder and transaction information security.  

14         Agreement Term And Ending The Agreement 

14.1       You may, without giving any reason, end the Agreement with immediate effect at any time during the first fourteen (14) days after accepting the terms of the Agreement online by written notice to  Intuit  provided you have not yet accepted any card transactions. 

14.2       Thereafter, the Agreement will continue for the fixed term (if any) shown on your Service Schedule Appendix. If there is no fixed term, the Agreement will continue for an initial term of one (1) year. After the fixed or initial term, the Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended. You may give written notice of not less than one (1) month to terminate this Agreement. 

14.3       In the event that Global or Intuit  breaches the terms and conditions hereof, you may, at your option, give written notice to Intuit  of your intention to terminate the Agreement unless such breach is remedied within one (1) month of such notice. Failure to remedy such a breach shall make the Agreement terminable, at your option, at the end of such one (1) month period unless notification is withdrawn. 

14.4       Global or  Intuit  may terminate the Agreement or any portion thereof upon not less than two (2) months written notice to Merchant.  

14.5       In addition,  Global or Intuit  will also be entitled to end the Agreement on two (2) months notice at any time and, pending the termination of the Agreement, suspend the provision of card processing services to you under the Agreement with immediate effect by notice to you if:

g  you are a partnership and the partnership ends

g  you change your bank account other than in accordance with clause 9

g  you (or anyone guaranteeing your obligations under this Agreement) are an individual and you die (in which case notice will be sent to your personal representatives)

g  you fail to follow any of the Card Scheme Rules, Global or Intuit  requirements, or the Merchant Operating Instructions, or if you are not compliant with PCI DSS or any future programme that comes into force

g  control of you or your business changes (or that of any guarantor of yours)

g  there is any significant change in the nature of your business (or that of any guarantor of yours)

g  upon a material change in your average ticket or volume

g  there is an unauthorised conversion of all or any part of your activity to anything other than CP transactions or in the event Global or  Intuit  reasonably deems itself insecure in continuing the Agreement

g  you have not submitted any transactions for processing for six (6) consecutive months and you have not notified  Intuit  in writing that your business is seasonal

g  Global or Intuit  knows, believes or suspects that you are not licensed, registered or otherwise legally entitled to supply goods or services for which you accept payment by card in any jurisdiction you supply them

g  upon any misrepresentation by you or on your behalf

g  anything happens in relation to you (or any guarantor of yours) which leads Intuit, Global or Member to the opinion that:

g  it could damage Intuit’s, Global’s or Member's reputation or that of any Card Scheme

g  it may or does give rise to fraud or suspicion of fraud or other criminal activity

g  it could experience losses

g  in Intuit’s opinion your ability or willingness to comply with the terms of the Agreement is at risk including any change in the level or scope of your business activities or your financial condition

g  any other merchant who is associated or affiliated with you or with any of your owners, principals, partners, proprietors, officers, shareholders, or managing agents is terminated by Intuit for any reason

g  upon commencement of bankruptcy or insolvency proceedings by or against you or any guarantor has a receiver, administrator or liquidator appointed or enter into arrangement or composition with creditors

g  termination is requested or required by a Card Scheme. 

In the above, references to “you” include one or more of you where you are a partnership. 

14.6       The ending of the Agreement will not affect any actual or contingent liabilities or claims of any party which accrue before the Agreement ends including, but not limited to, any liability on your part in respect of Chargebacks or any other amounts due hereunder (even if such Chargebacks or amounts come in after termination). You must pay Global and/or Intuit  all amounts owed by you under the Agreement and an acceptable nominated bank account with a financial institution must remain available for debiting such amounts for at least thirteen (13) months after the last transaction was processed and an appropriate Direct Debit must remain in place for that period. 

14.7       Clauses 4.19, 4.22, 7, 8.2, 8.5 to 8.8, 9.2, 9.3, 11, 13, 14.6 to 14.7 (inclusive), 15, 16, 18, 19 and 20 of these Terms of Service will continue to apply following the ending of the Agreement for whatever reason.  

15         Liability 

None of Intuit, Global nor Member shall be liable for failure to perform their obligations hereunder if such failure is due (directly or indirectly) to any abnormal and unforeseeable circumstances beyond such party’s reasonable control where the consequences would have been unavoidable despite all commercially reasonable endeavours. Such causes or conditions shall include, but shall not be limited to, industrial disputes, the failure of any system, software or telecommunication link, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labour or materials, freight embargoes, unusually severe weather, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party’s control. Neither Intuit nor Global shall be liable for any breach of this Agreement where the breach is due to its obligations under the provisions of the laws of England or Wales or the European Community. 

The liability of Intuit, Global and Member (collectively) for any loss arising out of or relating in any way to the Agreement, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the services, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed three (3) month’s average charge paid by you hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a Card Scheme or a third party in connection with your payment processing) for services during the previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. This shall be the extent of Intuit’s, Global’s and Member’s liability arising out of or relating in any way to the Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Intuit, Global or Member, whether contract, tort, or otherwise, and the foregoing shall constitute your exclusive remedy. Under no circumstances shall Intuit, Global or Member be liable for any special, consequential or indirect loss, loss of business, goodwill or loss of profit whether direct or indirect, lost interest, or for punitive or exemplary damages arising out of or relating in any way to the Agreement, including but not limited to, damages arising out of placement of a Merchant’s name on any terminated merchant list for any reason, even if Intuit, Global or Member has been advised of the possibility of such damages.  

Notwithstanding the above, Intuit, Global and Member do not exclude or limit liability in respect of injury to or death of any person caused by their negligence nor in respect of their fraud.  

EXCEPT AS REQUIRED BY LAW, NONE OF INTUIT, GLOBAL, NOR MEMBER, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.  

16         Indemnity 

16.1       You agree to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder, Intuit, Global, Member, or another party. You agree to indemnify and hold Intuit, Global and Member harmless from and against any and all losses, costs, expenses (including but not limited to legal fees), liabilities, claims or counterclaims, damages, and disputes arising out of or relating to:

g  your breach of the Agreement

g  any claim brought against Intuit, Global or Member by a cardholder or card issuer or Card Scheme as a result of your actions or omissions including, but not limited to, any misrepresentation by you or breach of any obligation or duty that you owe to a cardholder

g  any investigations into transactions which are shown to involve fraudulent or criminal activity on your behalf or a breach of the Agreement by you, together with any reasonable action Intuit, Global or Member may take as a result of or during the course of such investigations. 

16.2       If a claim is brought against Intuit, Global or Member by a cardholder,card issuer or Card Scheme, you must assist Intuit, Global and/or Member in the handling of the claim and Intuit, Global or Member (as relevant) will be entitled to settle or otherwise deal with it at its sole discretion. 

17         Assignment 

17.1       The Agreement is personal to you, and you are not entitled without  Intuit’s  prior written consent to:

g  assign or transfer or permit the exercise by any person of any of your rights under it, or

g  transfer or subcontract any of your obligations under it. 

Any attempt by you to assign your rights or to delegate your obligations in violation of this paragraph shall be void. 

17.2       If  Intuit  permits any assignment, transfer, exercise by a third party or subcontracting, you will remain fully liable for the acts and omissions of your assignee, transferee, permitted third party or subcontractor as if their acts and omissions were your own. 

17.3       You agree that each of Intuit and Global may transfer any of its rights and obligations under this Agreement without notice to you. Each of Intuit and Global may also transfer any of its obligations under this Agreement, but only to someone who it reasonably considers capable of performing them and who has any appropriate regulatory licences or authorisations, and provided that the transferee agrees that it will perform such obligations. You agree that the rights and obligations of Member hereunder may be transferred to any other member of the Card Schemes without notice to you. You acknowledge that the transferable rights of each of Intuit, Global and Member hereunder shall include, but shall not be limited to, the authority and right to debit your account(s) as described herein. Intuit, Global and Member may delegate or subcontract the performance of any of their obligations to any person.  

18         Your Information 

In this clause, for sole traders, partnerships and other un-incorporated customers “you” means the individuals who own the business and for corporate customers “you” means both the company and (where applicable), the directors, officers, shareholders and other parties responsible for the operation of the business. Unless otherwise stated below, in this clause 18 “we”, “us” and “our” refer to Intuit, Global, Global Payments U.K. Ltd (“Global Payments”), Member and/or Group Companies (“Group Companies”) refers to companies within the Intuit, Global Payments and Member groups, including their subsidiaries, associated and affiliated companies. 

This clause explains how Intuit and Global will use information about you and your business once you have applied for any of our products and services. 

18.1       Confidentiality - Confidential personal and business information that each of Intuit and Global holds about you will not be disclosed to anyone other than where:

g  we are legally required to disclose

g  we have a public duty to disclose

g  our interests require disclosure

g  it is reasonably necessary to disclose to a parent, affiliate, or subsidiary of Intuit or Global

g  the disclosure is made with your consent or

g  as set out in the terms below. 

18.2       Credit Reference Agencies - You authorise Intuit and Global to order a credit search on Merchant or any owner, officer, shareholder, partner, proprietor, managing agent or guarantor of Merchant. You hereby authorise your financial institution to release any relevant financial information concerning you or your accounts to Intuit and Global. Subsequent credit searches may be ordered in connection with updating, renewing or continuing the Agreement. Upon the written request of any individual who is the subject of a consumer credit search,  Intuit  will provide the name and address of the Credit Reporting Agency furnishing such search, if any. A copy of information held about you at a Credit Reference Agency is available to you directly from the Agency. The Agency will charge a small fee for this information.
           

Intuit and Global may share information with Credit Reference Agencies (CRAs) to verify your identity and suitability for an account using information from the Electoral Register and other public sources. When you apply for card processing services Intuit and Global may use details of your credit history (together with those of any financial associate with whom your financial records have been linked by the CRAs) to assess your ability to meet your commitments hereunder.

The CRAs will record details of your application which will form part of your credit history whether or not you proceed. If you make several applications for credit within a short period of time, this may temporarily affect your ability to obtain credit. 

Where you have agreed in an application, Intuit and Global may share details of how you manage any card processing services with CRAs.  

If either Intuit or Global makes demands for repayment following any default by you and you fail to repay the sum due in full or make (and adhere to) acceptable proposals for repayment within twenty-eight (28) days, then in the absence of any genuine dispute about the amount owed, Intuit or Global may register the default with CRAs. This may affect your ability to obtain further credit. 

If you make a joint application, an 'association' linking your financial records with those of your fellow applicant(s) will be created by the CRAs. The credit history of your 'associates' may be taken into consideration in any future application for credit. The 'association' will continue to link your credit histories unless and until you successfully file a 'notice of disassociation' with the CRAs. 

18.3        Crime Prevention and Debt Recovery - To prevent crime, verify your identity, recover debt and to meet Intuit’s and Global’s legal obligations, Intuit and Global may exchange information (both within the UK and where appropriate, overseas) with financial institutions and, where appropriate, with credit reference and fraud prevention agencies, law enforcement, debt recovery agencies and other organisations. In particular if Intuit terminates or suspends service under the Card Processing Agreement with you under clause 14.6 of our Terms of Service, Intuit and Global may pass details of the reason it is terminating or suspending service under the Agreement together with details of your business including the names and addresses of the principal proprietors or directors, to fraud prevention databases operated by Card Schemes. The types of reason which may be notied to Card Schemes include, but are not limited to, circumstances such as insolvency, breach of the Agreement or excessive levels of fraudulent transactions or chargebacks.

 

If you provide false or inaccurate information and fraud is identified, details will be passed to fraud prevention agencies to prevent fraud and money laundering. 

Law enforcement agencies may access and use this information. Intuit, Global and other organisations may also access and use this information to prevent fraud and money laundering, for example, when:

g  checking details on applications for credit and credit related or other facilities

g  managing credit and credit related accounts or facilities

g  recovering debt

g  checking details on proposals and claims for all types of insurance

g  checking details of job applicants and employees. 

Intuit and Global and other organisations may access and use from other countries the information recorded by Fraud Prevention Agencies. 

18.4       Data Sharing – Intuit, Global, Member and Group Companies may use and share relevant information about you, your transactions and your relationships with each other for credit assessment and management, customer service, compliance, audit, administrative purposes and Card Scheme compliance. This may include information provided by you, or someone acting on your behalf. 

Intuit and Global may exchange any information (including but not limited to information obtained from credit reference agencies described in clause 18.2 above) about Merchant, Merchant’s owners, principals, partners, proprietors, officers, shareholders, managing agents and guarantors with any Card Scheme or any of their members, other financial institutions, the UK Cards Association, and any other party deemed reasonably necessary by Intuit and Global including but not limited to any party providing a personal guarantee or security on your behalf. You hereby authorise Intuit and Global to disclose information concerning your activity to any Card Scheme, or any of their member financial institutions, or to any other party deemed reasonably necessary by Intuit and Global without any liability whatsoever to you. 

18.5       Data Processing - Intuit and Global may use third party companies to process information in accordance with its instructions to provide services on its behalf. Information about you may be processed offshore, in the United Kingdom, the USA, Canada, or elsewhere. Whether it is processed in the UK or elsewhere, your information will be protected, in accordance with applicable data protection legislation. 

Information may also be processed for the purpose of complying with applicable laws, including, without limitation, anti-money laundering and anti-terrorism laws and regulations and fighting crime and terrorism. This may require the disclosure of information to a UK or other governmental or regulatory authority or to any other person Intuit and Global reasonably think necessary for these purposes. 

18.6       Information about Products and Services – Intuit, Global, Member and Group Companies may use and share with each other, relevant information about you, your transactions and your relationships with them (including the nature of your transactions) to give you information (including promotions) about products and services, available from Intuit, Global, Member and Group Companies and selected third parties, which may interest you by telephone, post, e-mail, secure-message, text messaging and other means. Intuit, Global and Group Companies may also share relevant information with selected third parties for this purpose. 

If you do not want us to contact you about such products and services, please notify us in writing at: support@intuitpay.co.uk. 

18.7       Miscellaneous Data Provisions - Under data protection legislation, individuals can make a written request for a copy of certain personal records Intuit and Global holds about them. The current fee is £10.00. 

Intuit and Global may make and retain copies of passports, driving licences and other identification evidence that you provide. 

To ensure that Intuit and Global carry out your instructions accurately, to help Intuit and Global to improve its services and in the interests of security, Intuit and Global may monitor and/or record your telephone calls and other communications with Intuit and Global. Any recordings remain Intuit and  Global’s sole property. 

If a reference about you is requested, Intuit or Global will ask you for your written consent before it is given. However, if either Intuit or Global receives a request from another financial services institution to verify your identity for money laundering prevention purposes, Intuit or Global will provide this information, without notice to you. 

Please contact the Fraud Prevention Agencies directly if you require a copy of any information they may hold about you. 

18.8       Since the documents constituting the Agreement contain certain information designed to help you reduce the risk of fraud you must keep them secure and not disclose them to the general public. 

19         Risk Management 

19.1       At any time, Global may establish an account in its books and records (which account Global shall operate on Intuit’s instructions or based on information provided to Intuit in its capacity as agent for Global) ("Reserve Account") to secure the performance of your obligations under the Agreement.  

The Reserve Account may be funded, in the discretion of Global (which may exercise such discretion itself or which may allow Intuit to exercise such discretion as its agent), through any or all of the following:  

(a) direct payment by you (and, in this regard, at the request of Global (or Intuit acting on Global’s behalf) you will deposit funds with Global which Global will hold in the Reserve Account; or  

(b) the proceeds of transactions submitted under this Agreement which are withheld for payment into the Reserve Account in accordance with this Agreement or on your instruction or with your agreement (and, in this regard, Global may (either itself or through Intuit, acting as Global’ss agent) determine whether any proceeds of transactions should be so withheld and, if so, how much of such proceeds should be withheld and paid into the Reserve Account).  

Any amounts so paid into your Reserve Account will be credited to the Reserve Account immediately and you authorise Global (or Intuit, acting on behalf of Global as its agent) to make payments from the Reserve Account to your nominated bank account (subject to the Reserve Account maintaining such minimum balance as Global, or Intuit, acting on behalf of Global as its agent, may determine from time to time to meet your potential obligations as set out in this Agreement) and as otherwise set out in this Agreement. 

You hereby agree that Global (or Intuit, acting on behalf of Global as its agent) may deduct from this Reserve Account any amount owed to Intuit, Global or the Member in accordance with the Agreement and may apply the same against any actual or contingent liabilities you may have to Intuit, Global or the Member as Global (or Intuit, acting on behalf of Global as its agent) elects. You agree that you have no legal or beneficial interest in any money in a Reserve Account. Without limiting the rights of Global (or of Intuit as agent for Global), any funds in the Reserve Account may be held until the later of (a) the expiration of any potentially applicable Chargeback rights in respect of any transactions processed under the Agreement; and (b) the period necessary to secure the performance of your actual or contingent obligations under the Agreement, for which the holding period may extend beyond termination of the Agreement. Funds held in the Reserve Account may be retained unless payment of all of your liabilities under the Agreement are satisfied. If funds are held in a Reserve Account in a currency other than sterling then the funds may be converted into sterling by Global (or Intuit, acting on behalf of Global as its agent) for any purpose related to this Agreement (including in application against your liabilities to Intuit or Global or in calculating the balance in the Reserve Account). Such conversion will be at the then prevailing exchange rate which Global (or Intuit, acting on behalf of Global as its agent) will determine acting in good faith. Without limiting the generality of the foregoing, upon request by  Global, or Intuit acting on Global’s behalf, you shall, upon termination of the Agreement, ensure that the sum of five percent (5%) of gross sales for the ninety (90) day period prior to termination is held by Global in a Reserve Account in accordance with the terms of the Agreement. Global (or Intuit, acting on behalf of Global as its agent) may, at its  discretion upon termination of the Agreement, require that more than five percent (5%) of gross sales for the ninety (90) day period prior to termination is held by Global in a Reserve Account.  

19.2      If Global (or Intuit, acting on behalf of Global as its agent) does not for any reason (including, without limitation, as a result of the commencement of insolvency proceedings by or against it) deduct from the Reserve Account any amount owed to Intuit, Global or the Member in accordance with this Agreement and apply the same against any actual or contingent liabilities you may have to Intuit, Global or the Member, you hereby agree that the Member may deduct such amount from the Reserve Account and apply the same against such actual or contingent liabilities you have to Intuit or Global (and, in turn against any actual or contingent liabilities Intuit or Global has to the Member) or the Member (either directly or by virtue of any obligation of the Member under the Card Scheme Rules to discharge an obligation owed by you). 

19.3       Global or Intuit on Global’s behalf may, at any time, require you to provide guarantees for your obligations to Intuit and Global under the Agreement and/or to apply special terms or conditions in relation to your acceptance of transactions. Global or Intuit on Global’s behalf may, at any time, require you to provide additional security in such form as Global, or Intuit on its behalf, may, at its discretion, determine (including the creation of a trust account, a Reserve Account, a charged account or any other security arrangement) and this may include providing for the replacement of previous or existing security. Global may rely on any general guarantees or other security provided to Global or to Intuit as agent for Global now or in the future. This security will not be released until Global (or Intuit acting on Global’s behalf) deem that your obligations have been fulfilled and (i) Global’s exposure with regards to Chargebacks or fines due to Global and (ii) Global’s and Intuit’s exposure in respect of other sums that may be due to them under the Agreement have elapsed. 

20         Miscellaneous 

20.1       Notwithstanding any other provisions of the Agreement, the introduction of the euro shall not discharge or excuse the performance of any of your obligations under the Agreement nor give you the right to end it. 

20.2       No failure or delay by any of Intuit, Global or Member in exercising any right under the Agreement shall be construed as a waiver or release of that right unless Intuit, Global or Member (as relevant) expressly agrees otherwise in writing. 

20.3       Except as otherwise provided in the Agreement, any notice to be given to Intuit by you under the Agreement shall be given in writing and shall be sent by email only to support@intuit.co.uk. Except as otherwise provided in the Agreement, any notice to be given to you by Global or Intuit as applicable  under the Agreement shall be given in writing and shall be sent by hand, by facsimile, by e-mail, by overnight courier, or by regular or certified mail. Any notices sent to you shall be effective upon the earlier of (1) actual receipt or (2) noon on the second business day after being sent to the address provided by you or to any other physical address to which notices, invoices, and/or other communications are sent to you hereunder. All notices sent to Intuit or Global shall be effective upon actual receipt by Intuit at support@intuit.co.uk provided always that if receipt occurs before 9.00 a.m. on any day, the notice shall be deemed to have been received at 9.00 a.m. on that day (or where that day is not a business day, on the next business day), and if receipt occurs after 5.00 p.m. on any day, the notice shall be deemed to have been received on the next business day. If you are a partnership, notice serviced on any partner will be validly served on all partners.  

The parties hereto may change the name and address of the person to whom notices or other documents required under the Agreement must be sent at any time by giving written notice to the other party.  

20.4       If  Intuit  does not deliver the standard of service you expect, or if you think  Intuit  has made a mistake, please let us know. You may contact  Intuit by email to support@intuit.co.uk. Details of Intuit’s Intuit’s  complaint process can be found on Intuit’s website (www.intuit.co.uk).  Intuit  will investigate the situation and, if necessary, set about putting matters right as quickly as possible. Where appropriate  Intuit  will also take steps to prevent a recurrence. Please allow  Intuit  the first opportunity to answer your concerns and put matters right. However, if you are not satisfied with Intuit’s response, you can contact Global (details can be found in the Merchant Operating Instructions).  Global will then provide you with details of its complaints process.  If you still remain dissatisfied after Global has tried to resolve your complaint you can refer your complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. 

20.5       The Agreement and any issues or dispute arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of England and Wales, shall be resolved on an individual basis without resort to any form of class action and not consolidated with the claims of any other parties, and shall be brought in the courts of England and Wales and the parties hereto expressly agree to the exclusive jurisdiction of such courts.  

Should it be necessary for Intuit, Global or Member to defend or enforce any of its rights under the Agreement in any collection or legal action, you agree to reimburse Intuit, Global and/or Member, as applicable, for all costs and expenses, including reasonable legal fees, as a result of such collection or legal action. Without limiting the generality of the foregoing, you agree to reimburse Intuit, Global and/or Member, as applicable, for all costs and expenses, including reasonable legal fees, incurred by Intuit, Global and/or Member in enforcing or defending its rights under this clause 20.5, without regard to whether or not there has been an adjudication on the merits in any such action.   

20.6       If any provision of the Agreement is or becomes illegal or invalid, that provision will be deemed deleted from the Agreement and the remaining provisions shall continue in force. Paragraph headings are included for convenience only and are not to be used in interpreting the Agreement. 

20.7       The Agreement and the documents referred to in it constitute the entire agreement between you, Intuit, Global, and the Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing. None of us has relied on any verbal or written information provided by the other unless it is set out or expressly referred to in those documents, except that we have relied and will continue to rely on all verbal and written information provided by you in relation to your business or status. 

20.8       Any person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of any third party which exists or is available apart from that Act. 

20.9       If you are a partnership, any act or omission of any partner will be deemed to be an act or omission of all partners. 

20.10     This Agreement is in English and any communication or information which we send you will be in English. 

21         Non-qualifying Surcharges/Cross Border     Fees/International Security Assessments 

In addition to the fees set forth on the Service Schedule Appendix,  Global may, at its discretion (which it may exercise itself or which it may allow Intuit to exercise as its agent), pass on to you any non-qualifying surcharges, cross border fees, and international assessment charges imposed by the Card Schemes. Global (or Intuit as agent for Global)  reserves the right to charge a fee in addition to any reimbursements and you agree to pay such fee. 

 

Intuit Limited

Registered Office:

1 Cathedral Piazza

Victoria

London

SW1E 5BP

Tel 0808 168 9533


GPUK LLP trading as Global Payments

51 De Montfort Street

Leicester

LE1 7BB

Tel 0845 702 3344

Textphone 0845 602 4818

www.globalpaymentsinc.com/UK 

GPUK LLP trading as Global Payments is authorised by the Financial Conduct Authority under the Payment Services Regulations 2009 (504290) for the provision of payment services. 

GPUK LLP is a limited liability partnership registered in England number OC337146. Registered Office: 51, De Montfort Street, Leicester, LE1 7BB. The members are Global Payments U.K. Limited and Global Payments U.K. 2 Limited. Service of any documents relating to the business will be effective if served at the Registered Office. 

© GPUK LLP trading as Global Payments 2011. All Rights Reserved.                                                   ToS 06/2011


 

 

 

INTUIT TERMS OF SERVICE (UK)

INTUIT PAY SERVICE

 

A.  INTUIT GENERAL TERMS OF SERVICE.  Thank you for selecting the Services (defined below in Section 1.1) offered by or on behalf of Intuit Limited (UK) and/or its Affiliates (collectively referred to as “Intuit,” ”we,” “our,” or “us”) on this website owned and/or operated by Intuit or one of its vendor(s). Please review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit. You are advised to print a copy of this Agreement for your records.

1.     AGREEMENT

a.     This Agreement describes the terms governing your use of the Intuit online services provided to you on this website or displayed to you on a mobile device, including content, updates and new releases the “Services”. Services do not include any regulated merchant acquiring services. This Agreement also includes by reference:

b.     Intuit's Privacy Statement available on this website or provided to you in writing for the Services you selected.

c.     Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

d.     An “Affiliate” means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2.     YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS

a.     The Services are protected by copyright, confidentiality, and other intellectual property laws. You are only granted the right to use the Services, and Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you comply with all applicable legal and statutory requirements, and any applicable payment obligations within the provisions of this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable licence (except as expressly stated herein) to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

b.     You agree not to use the Services or content on this website or displayed to you on a mobile device in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

                                          i.    Provide access to or give any part of the Services to any third party.

                                         ii.    Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.

                                        iii.    Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.

                                        iv.    Attempt to access any other Intuit systems that are not part of these Services.

                                         v.    Excessively overload the Intuit systems used to provide the Services.

                                        vi.    Use the Services or content on this website in connection with any of the prohibited categories detailed on Exhibit A to this Agreement or any other illegal activity.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.

3.     BETA FEATURES From time to time, Intuit may include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and Intuit is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

4.     YOUR PRIVACY AND PERSONAL INFORMATION.  The Services are provided by Intuit and/or its vendor(s). In order to provide you with the Services, Intuit and/or its vendor(s) will have access to and use the personal information you provide, and the respective Privacy Statements of each organisation will apply.

You can view Intuit’s Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

a.     To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.

b.     To give Intuit permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

c.     Intuit is a global company and you agree that Intuit may access or store personal information in, and transfer it to, multiple countries, including countries outside the European Economic Area that may be deemed to have inadequate protections by European Union Data Protection Authorities. You also agree that such personal information as may be stored on servers in countries outside the European Economic Area will be subject to the laws of those countries.

5.     CONTENT

a.     You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services.  Please be informed that Intuit and/or its vendor(s) may remove and/or disable access to any work uploaded posted or stored through your use of the Services if Intuit and/or its vendor(s) acquires knowledge that and/or is notified that the said work infringes the copyright in any material.  You grant Intuit a worldwide, royalty-free, non-exclusive licence to host and use the Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, to make an adaptation of the Content) for the purpose of providing you with the Services. You agree not to use the Services for any illegal purpose or in violation of any applicable law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider dealing, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website.

 

b.     You agree not to use the Services in connection with any of the prohibited categories detailed on Exhibit A to this Agreement or any other illegal activity including but not limited to uploading, posting, distributing, linking to, publishing, reproducing, engaging in or transmitting any of the following:

                                          i.    Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "inflaming" others, or criminal or civil liability under any applicable law;

                                         ii.    Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

                                        iii.    Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication  or engage in spamming or flooding;

                                        iv.    Virus, trojan horse, worm or other disruptive or harmful software or data; and

                                         v.    Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

c.     Community forums.  The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

d.     Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free licence to use the feedback you provide to Intuit in any way.  Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

e.     Intuit may monitor your content from time to time. Intuit may monitor content on the Services.  We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.     ADDITIONAL TERMS YOU AGREE TO

a.     Intuit does not give professional advice.  Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

b.     Intuit Services.  You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Services or products, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, sales and other data, to the Intuit Services through the Internet. You grant Intuit permission to use information you provided about your business and experience so that we can provide the Intuit Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions.  We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

c.     We may tell you about Intuit and third party products or services. Subject to the Intuit Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit (“Third Party Products”) or the Services may contain links to third party websites (“Third Party Sites”).  You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product’s performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and accepts no liability for them.

d.     Communications choices.  Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites.  We may also send business communications such as confirmations or notices that will be delivered to you via email or posted on our websites.  You are required to receive these communications. You can choose not to receive some other types of communication, such as marketing. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team, Intuit Limited, 1 Cathedral Piazza, Victoria, London, SW1E 5BP, United Kingdom. If you withdraw your consent, however, you will no longer be able to use the Services. Please review the Privacy Statement or follow instructions on the communication to exercise your communication choices.

e.     You will track your passwords and accept updates.  You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorised access to your Services account, theft or loss of your password you agree to contact Intuit or its vendor(s) as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

f.      Compliance with preservation orders. Intuit accepts no liability to you under this Agreement, or otherwise at law, for compliance by Intuit with any order or notice, whether issued to Intuit or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

7.     DISCLAIMER OF WARRANTIES

a.     YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”)  DISCLAIM AND EXCLUDE ALL TERMS AND CONDITIONS, REPRESENTATIONS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY TERM, CONDITION, REPRESENTATION OR WARRANTY THAT THE SERVICES ARE FIT FOR ANY PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION, OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

b.     INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES ARE IN ACCORDANCE WITH APPLICABLE LAW.

c.     NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT INTUIT DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) LIABILITY ARISING UNDER SECTION 12 OF THE SALE OF GOODS ACT 1979; OR (IV) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

8.     LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS VENDORS AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT(INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR REPUDIATORY BREBACS OF THIS AGREEMENT) SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING:  (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS OR GOODWILL, TRADING LOSSES, REVENUE, PROFITS (WHETHER DIRECT OR INDIRECT), ANTICIPATED SAVINGS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND VENDORS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and vendors and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

9.     CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time. Changes to this Agreement will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We will use reasonable commercial endeavours to bring these changes to your attention, but it is your responsibility to ensure that you are aware of such changes.  We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, shall be deemed to constitute your agreement to the changes.

10.  TERMINATION.   Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 6.4).  Upon termination you must immediately stop using the Services. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 4, 7 through 14 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

11.  EXPORT RESTRICTIONS.  You acknowledge that this website, the Services, and the underlying software may include technical data subject to restrictions under export control laws and regulations.  You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

12.   GOVERNING LAW AND JURISDICTION.  This Agreement and any non-contractual claims between the parties will be governed by, and construed in accordance with, the laws of England and Wales. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement relating to the scope of licence, or any infringement (or apprehension of infringement) of Intuit’s or its suppliers’ intellectual property rights may cause Intuit irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Intuit shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Intuit’s rights under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Intuit arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

13.  LANGUAGE.  Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

14.  GENERAL.  This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.  This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 9 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone (except as expressly stated herein) without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. You agree that, for the purposes of the Contracts (Rights of Third Parties) Act 1999, Intuit’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by Intuit without their consent. Save as expressly provided for in the previous sentence, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement.

15.  B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES 

Your use of the Services provided by Intuit are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail. 

Intuit Pay Supplemental Agreement and Terms of Services 

Thank you for selecting Intuit Pay Service (“Intuit Pay”). This licence agreement in addition to the Intuit Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and Intuit Limited (UK) (“Intuit,” “we”, “our” or “us”).

By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to Intuit that he/she has full power and authority to enter into this Agreement on your behalf.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” and may not access or otherwise use the Intuit Pay Services.

IMPORTANT DISCLOSURES ABOUT THE SERVICE.  Requires approved Intuit Pay account, provided by Intuit. Transaction and service fees apply. Service availability is subject to Internet access. Use of the web-browser version of Intuit Pay requires a personal computer with an Internet browser that has a minimum secure connection and may not be operated within a carrier ‘walled garden’; use of the downloadable Intuit Pay application requires a supported Intuit Pay mobile device with phone service and a data plan sold separately or Wi-Fi access by a phone carrier or other supplier. Not all devices may be compatible. Terms, conditions, features, pricing, service and support options are subject to change without notice. SMS Terms of Use: Intuit Pay uses Short Message Service (SMS). Standard messaging rates apply.

ACCOUNT APPROVAL.  You must register with Intuit and be approved to use the Service.  Upon such approval you will be provided with an account.  (“Intuit Payments Account”).  Our registration and approval process will ask you for certain information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date.  Both individuals and businesses may register for an Intuit Payments Account. In the case of a company, partnership or other legally recognized business, you must provide accurate and complete information about yourself as well as the business. You can only sign-up to use the Service on behalf of a legally recognized business if you are authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, “you” means you, the natural person, as well as the business.  By agreeing to the Agreement, you are authorizing Intuit to search for Individual and Business information with bureaus such as Equifax UK and CIFAS.  As principal/owner individually and as an authorized agent of Merchant, you hereby (a) authorize  Intuit to investigate the information contained in this Merchant Application, (b) certify that all of the information provided, including Merchant's legal status, is true, correct, and complete, (c) authorize  Intuit to utilize credit reporting agencies and other sources (including their agents) for purposes of verifying the accuracy of any information provided by Merchant and/or any principal/owner or officer of Merchant and for purposes of assessing and monitoring Merchant's, any principal/owner's and/or any officer's financial condition and credit status, (d) authorize that such credit reporting agencies and other sources to release any information they may have pertaining to Merchant or any principal/owner or officer of Merchant to /or Intuit, and (e) consent to receive notices and communications regarding such credit status via the service's website or email. Intuit may request additional information from you at any time. Intuit may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, or a business license.

YOUR USE OF THE SERVICE.  Your use of the Services may also be subject to your acceptance of separate agreements with Intuit and / or third parties as presented to you from time to time. You agree that in using the Services, you will do the following:

Only send SMS or email receipts to customers who have requested a receipt be delivered in that manner and will not send repetitive or duplicative SMS or email receipts to customers;

Not use the Service to send test credit card transactions;

Use the Services only for lawful merchant activities as approved by Intuit on your application for merchant services and not in a manner that results in or may result in complaints, disputes, chargebacks, fees, fines or penalties.

Comply with all applicable laws and regulations and all requirements of card associations applicable to merchants.

You agree to maintain the security of account login information you receive as part of your use of the Services. If you have reason to believe that your account is no longer secure, or if you lose the mobile device that you are using to access the Services you agree to immediately notify Intuit.

You must choose a reasonably descriptive user name that clearly identifies you or your business. This name will appear on the payer’s credit or debit card statement. If a transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify Intuit for any costs stemming from such dispute.

INTUIT PAY CHIP AND PIN DEVICE.  To use the Services, you must use the Bluetooth®-enabled chip and PIN device (the “Device”) provided by Intuit.  The Device can be purchased by the Merchant directly from Intuit during the enrollment process or from an authorized reseller.

Limited Warranty.  If the Device is ceases to function, other than due to negligence by the Merchant, within the first 30 days after the purchase date, Intuit will replace the unit at no cost to Merchant.  If the Device ceases to function after the first 30 days after the purchase date, Merchant must purchase a replacement device in order to continue using the Service.

Cancellation.  If Merchant elects to terminate the Services for any reason, no refund of the purchase price of the Device shall be provided.

PAYMENT.  For Services offered on a payment or subscription basis, the following terms apply, unless Intuit or its vendor(s) notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

For the monthly subscription fee model, payments will be billed in advance to you by Intuit and/or its vendor(s) in pounds sterling (£) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information to Intuit and/or its vendor(s), unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

Sufficient funds in a current account to cover an electronic debit of the payment due; or

By another payment option Intuit and/or its vendor(s) provides to you in writing.

If your payment and registration information is not accurate, current, and complete and you do not notify Intuit and/or its vendor(s) promptly when such information changes, your account may be suspended or terminated and you may be refused access to the Services until all outstanding sums have been paid.

Your subscription will automatically renew, on a monthly or annual basis (depending upon your subscription), at the current rates applicable at the time of renewal, unless the Services are cancelled or terminated under this Agreement.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

You may also be required to pay fees and charges to other in connection with your use of the Services. For example, your mobile telephone company may impose charges for use of your mobile device in connection with use of the Services, including fees for SMS transmissions and other data charges. It is your responsibility to understand and pay for all such charges. If you are an employee of a Merchant and are using the Services in connection with such employment, it is your responsibility to understand any reimbursement policies applicable to charges you may incur as a result of your use of the Services.

SALE OF EQUIPMENT

Intuit may sell equipment to Merchant or provide equipment to Merchant as part of promotional offers that require Merchant to process merchant services for a specified period of time. Merchant agrees to pay the purchase price and related VAT for any equipment supplied by Intuit as provided under the terms of the offer made by Intuit to Merchant. If Merchant accepts a promotional offer from Intuit that includes free or discounted processing equipment conditioned upon Merchant maintaining services with Intuit for a specified period, and Merchant terminates its services with Intuit prior to the stated time, Merchant will pay to Intuit the full purchase price of the equipment provided by Intuit together with all applicable shipping, handling and sales taxes.

Leased Equipment. Intuit does not lease equipment. Any equipment lease entered into by Merchant is between the Merchant and an independent leasing company. However, Merchant is required to verify with Intuit the terms of any equipment lease it has entered into in connection with equipment it has obtained for processing transactions under this Agreement. Intuit will make reasonable attempts to contact the Merchant and complete the verification. If the lease cannot be successfully verified after these attempts, Intuit will debit via BACS the Merchant's Account for the purchase price of the equipment along with shipping and handling fees and sales tax.

Equipment Support. From time to time at Merchant's request Intuit may provide assistance to Merchant to facilitate the exchange of inoperable equipment. Intuit may charge shipping or other fees for such services. Merchant is responsible for any repair or equipment replacement costs for the equipment being serviced.

Disclaimer of Equipment Warranties. Merchant understands that Intuit is not manufacturer of equipment used to process electronic payment transactions. Merchant agrees that any representations or warranties regarding such equipment are between Merchant and the manufacturer of such equipment. INTUIT EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING SUCH EQUIPMENT.

Loaner Equipment. Merchant may be offered equipment as a loan from Intuit, to use exclusively while processing with Intuit. Merchant agrees to return the equipment in good and working condition upon termination.

Disposal of Equipment. Upon the termination of this Agreement or in circumstances where you upgrade or exchange the equipment, you shall arrange at your own expense to have the equipment returned to Intuit at the address below or to a third party specified by Intuit for safe destruction or disposal as required by Directive 2002/96/EC and applicable national law.  This clause applies to all equipment provided by Intuit to you which becomes waste as a result of the termination of this Agreement or the purchase or hire of new equipment from Intuit.  If you resell the equipment to a third party, you will ensure that this clause in its entirety is included in the contractual arrangements governing the sale to that third party. You agree to indemnify and keep indemnified and hold harmless Intuit from and against all costs and expenses which Intuit incurs or suffers, as a result of a direct or indirect breach or negligent performance or failure in performance by you of your obligations in this clause. For the purposes of returning the equipment to Intuit in accordance with this clause, please use the following address

Intuit Ltd.

1 Cathedral Piazza

Victoria

London

SW1E 5BP

Attn: Merchant Services

PERMITTED DISCLOSURES AND USE OF DATA.  You acknowledge and agree that in order to provide you with access to and use of the Intuit Pay Services, Intuit may provide your Access Information and Account Data to (i) your employee or agent who is identified in the Registration Data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Intuit to effectuate such replacement. Any other person You identified as an authorised user of Intuit Pay will have access to the Account Data subject to the access permissions you or the system administrator assigned to them.

INTUIT PAY SERVICE USE, STORAGE AND ACCESS. Intuit shall have the right, in its sole discretion and with reasonable notice posted on the Intuit Pay Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Intuit Pay Service and establish or change limits concerning use of the Intuit Pay Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Intuit Pay Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the Intuit Pay Service in a given period of time. Intuit reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Intuit Pay Service to which such changes relate. Your continued use of the Intuit Pay Service will constitute your acceptance of and agreement to such changes. Intuit may, from time to time, perform maintenance upon the Intuit Pay Service resulting in interrupted service, delays or errors in the Intuit Pay Service. Intuit will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

INTUIT PAY MOBILE.  Access to the Intuit Pay Service may not be available for all mobile devices or telecommunication providers. You can only use the Service to accept payment cards using the Intuit Pay chip and pin card reader.  Key entered transactions are not currently available on the mobile device. Intuit is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you.

FRAUD DETECTION AND PREVENTION.  In order to reduce the risk to Intuit and You of fraudulent use of the Services, a fraud detection and prevention service shall be in place in respect of which the following terms shall apply:

If false or inaccurate information is provided and fraud is identified, details will be passed to fraud prevention agencies.

Law enforcement agencies may access and use this information.

Intuit and its third party fraud prevention partners as well as other organizations may also access and use this information to prevent fraud and money laundering, for example, when:

Checking details on applications for credit and credit related or other facilities

Managing credit and credit related accounts or facilities

Recovering debt

Checking details on proposals and claims for all types of insurance

Checking details of job applicants and employees

Please contact us at Intuit Limited, 1 Cathedral Piazza, Victoria, London, SW1E 5BP if you want to receive details of the relevant fraud prevention agencies.

Intuit and other organizations may access and use from other countries the information recorded by fraud prevention agencies.

You understand that no system can detect or prevent all fraudulent activity. You are responsible for taking reasonable measures to protect your assets and other systems from fraudulent activity. 

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREEMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALISATION SETTINGS IN CONNECTION WITH YOUR USE OF THE SERVICES.

15 October, 2012 

Intuit Limited is a company registered in England and Wales (Company No. 02679414) Registered Office: 1 Cathedral Piazza, Victoria, London, SW1E 5BP

EXHIBIT A

PROHIBITED CATEGORIES 

1.  Advertising Services Soliciting Sponsorship from the Local Community

2.  Car Dismantlers/Scrap Metal Sales and Second-hand Car Spares

3.  Claims Management Companies

4.  Cross-Border/Central Acquiring

5.  Debt Collection

6.  Degree & Diploma Mills

7.  DVD Decryption Services

8.  Fulfilment Houses

9.  Gambling

10.  Gold Bullion Dealers

11. Google Optimisation

12. High Pressure Sales

13. Internet Pharmacies / Remote Sale of Pharmaceuticals

14. Investment Management Companies

15. Key-entry Telecom Merchants

16. Life Memberships

17. Loan/Credit Brokers

18. Merchant Aggregators

19. Micro Finance / Peer to Peer Lending

20. Mobile Phones/Services and Electronic Services

21. Modification Chips

22. Money Service Businesses

23. Network Marketing/Party Plan / Multi-Level-Marketing

24. Overseas registered Companies

25. Product/Services Where Possibly False or Unfounded Claims Are Made

26. Professional Sports Clubs

27. Property Developers

28. Property Investments Companies

29. Property Sales Outside of the UK

30. Reputation Management Companies

31. Risk to Global Payments's Reputation

Includes:

®      Child pornography

®      Terrorist activities

®      Sale of drugs

®      Sale of weapons

®      Remote Sale of Alcohol

®      Remote Sale of Tobacco

®      Remote Sale of electronic cigarettes

®      Ticket touts

®      Protected species or products derived from them

®      Material containing incitement towards, or images associated with, racism, or violent acts of any description, including bestiality, hate and torture

®      Businesses operating in the sex industry

®      Lap dancing clubs

®      Obscene imagery

®      Massage parlours

®      Chat lines/rooms

®      Escort / dating agencies

®      Wheel clampers

®      Scrap Metal suppliers / car dismantlers /2nd hand car spares

®      Debt collectors

®      Security Services/ Private investigators

®      Streaming of Movies or other unauthorised content

®      Animal research

®      Pay-day loans

32. Satellite Warranty Companies

33. Secondary Lenders

34. Sex Industry

35. Special Categories of Client

36. Speculative Land Sales

37. Timeshare businesses

38. Travel Industry, including Travel Agents/Operators & Airlines / Ferry Companies / Leisure Boat      Hire, and Light Aircraft/Helicopter Tours

39. Uncertain Title to and Quality of Goods

40. Unregulated Drugs / Legal Highs & Drug Paraphernalia

41. Weapon Sales

42. Wholesale Mobile Phones/Computer Parts