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E-Commerce Terms & Conditions

 

    1. Definitions and Interpretation

 

      “Additional Fees” means the further fees payable by You for the Services which You have elected or may elect from time to time to obtain from or via Paymentsense (as offered by Paymentsense from time to time) pursuant to clause 3.2 such further fees being as set out in the Services Rate Card unless otherwise agreed in writing by Paymentsense;



      “Additional Services” means any of the Direct Debit Services and/or Private Circuit Services and/or Corporate Purchasing Card Services and/or 3-D Secure MPI Services and/or Direct Credit to Credit Card Collection Account Services and such other services a s may be introduced and made available by Paymentsense from time to time;



      “Additional Services Start Date” as more particularly defined in clause 3.2;



      “Agreement” means these terms and conditions together with the Client Detail Schedule and any Schedules which may be attached;



      “Annual Subscription” means the amount payable by You yearly in advance for each of the Services which, unless otherwise agreed in writing by Paymentsense, shall be as set out in the Services Rate Card;



      “Authentication Method” means any unique username and/or password combination allocated by Paymentsense from time to time or any alternative or supplemental authentication method that Paymentsense may from time to time use or arrange in advance with You;



      “Business Days” means a day (other than a Saturday or Sunday) when banks are open for the transaction of normal banking business in London, United Kingdom;



      “Client Details Schedule” means the page appearing at the front of this Agreement containing Your details;



      “Commencement Date” means the date Paymentsense accepts Your first request for the Services;



      “Corporate Purchasing Card Services” means those services as more particularly detailed in Schedule 7;



      “Paymentsense Reporting” means a set of online pages accessible by You on (https://mms.Paymentsensegateway.com/) using the Authentication Method. The Authentication Method may be changed from time to time for Your security, and Paymentsense will notify You of any such changes in writing;



      “Direct Credit to Credit Card Collection Account Services” means those services as more particularly detailed in Schedule 9



      “Direct Debit Services” means those services as more particularly detailed in Schedule 5;



      “Fees” means the charges payable by You for the Services which, unless otherwise agreed in writing by Paymentsense, shall be as set out in the Services Rate Card including without limitation the Monthly Fees, Additional Fees (if any) and the Annual Subscription;



      “Intellectual Property Rights” means all or any copyright design right, trade mark and patents;



      “Merchant Environment” means that environment in which You interface with the Cardholder to both physical and virtual solutions.



      “Monthly Fees” means the monthly fee payable by You for the Services which, unless otherwise expressly agreed in writing by Paymentsense, shall be as set out in the Services Rate Card;



      “Network Attack” means any attempt (whether successful or otherwise) to try and breach the security of or access to Paymentsense’s network, systems, software or any computing facilities owned by or within Paymentsense’s control where such attempt is not for bona fide purposes or any denial of service attack which is designed or intended to reduce the efficiency of the Paymentsense network, systems, software or any of its computing facilities;



      “Private Circuit Services” means those services as more particularly detailed in Schedule 6;



      “RPI” means the figure given in the General Index of Retail Prices for All Items (the “Index”) contained in the Monthly Digest for statistics as published by the Central Statistics Office from time to time or an index expressly published to replace the Index from time to time;



      “Service” means any one of the Standard Bank Card Services or the Additional Services which You have elected to take in the “Service Details” section appearing at the front of this Agreement or which you subsequently elect to take from time to time pursuant to clause 3.2 which are accepted by Paymentsense;



      “Services” means all of the Standard Bank Card Services and/or Additional Services You have elected to take in the “Service Details” section appearing at the front of this Agreement or which You subsequently elect to take form time to time pursuant to clause 3.2 which are accepted by Paymentsense;



      “Services Rate Card” means Paymentsense’s standard fees for the Services from time to time available upon registration by You from the website (https://mms.Paymentsensegateway.com/) which fees may be amended from time to time by Paymentsense provided Paymentsense provides You with 20 Business Days prior notice of such changes;



      “Software” the Application Programming Interface using an XML schema format downloadable from the “Software Pages” on the Paymentsense website (https://mms.Paymentsensegateway.com/) (which may be altered from time to time by and at the discretion of Paymentsense who will endeavour to notify You in advance but otherwise within 20 Business Days of such changes being made) outlining the means of integrating/linking Your Merchant Environment to the Paymentsense payment server and providing details of the required format for required data and which is owned or licensed to Paymentsense including without limitation cryptographic software written by Eric Young and software written by Tim Hudson;



      “Standard Bank Card Services” means those services which Paymentsense is to provide as more particularly detailed in Schedule 4; and “3-D Secure MPI Services” means those services as more particularly detailed in Schedule 8;



      “You”, “Your”, “the Client” means the company, partnership or other entity or individual (as relevant) whose name and address are shown in the Client Details Schedule.



      1.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted, with or without amendment.



      1.3 Unless there is something inconsistent in the subject or context, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders. Reference to a person or third party shall include a reference to any person, body, firm, association or other entity whether incorporated or otherwise.



      1.4 Unless the context otherwise requires, a reference to a clause is to a clause of this Agreement and reference to a Schedule is to a Schedule detailing any Service and containing the terms in relation to such Service and reference to a paragraph is (unless otherwise stated) a reference to a paragraph of the Schedule in which the reference appears.



      1.5 The headings in this Agreement are inserted for convenience only and do not affect its interpretation.



      1.6 Unless the context otherwise requires or it is otherwise stated reference to a Party or Parties shall be a reference to Paymentsense and the Client.



      1.7 A reference in this Agreement to “include” or “including” shall be construed as an exhaustive list and a reference to “including without limitation” shall be an illustrative and non-exhaustive list.



    1. Duration and Notice

 

      2.1 This Agreement shall commence on the Commencement Date and shall continue (unless terminated in accordance with clause 2.2, 9 or 12 or as otherwise stated in this Agreement) for so long as any Service is being provided by Paymentsense.



      2.2 Unless this Agreement is terminated sooner in accordance with clause 9 or 12 (or as otherwise stated in this Agreement) either Party shall be entitled to give notice to terminate this Agreement in relation to a particular Service only by giving to the other not less than 90 days prior written notice PROVIDED THAT such notice expires no earlier than the agreed contract length from the Commencement Date or Additional Services Start Date (if later) relevant for such particular Service. For the avoidance of doubt if either Party gives notice to the other to terminate a particular Service pursuant to this clause 2.2 any other Services will continue in accordance with the terms of this Agreement.



    1. The Paymentsense Services

 

      3.1 In consideration for the Fees, Paymentsense agrees to provide to You:



      3.1.1 the Services;



      3.1.2 the standard level of support set out in Schedule 1; and



      3.1.3 access to operating manuals or instructions supplied or made available by Paymentsense from time to time relating to the Services and the Software.



      3.2 If at any time after the Commencement Date You wish Paymentsense to provide You with any one or more of the Standard Bank Card Services and/or Additional Services which on the Commencement Date You did not elect to take You shall notify Paymentsense in writing, specifying which Standard Bank Card Services and/or Additional Services you require (“Order”). You acknowledge and agree that Paymentsense shall not be required to accept Your Order. In the event that Paymentsense does elect to accept Your Order then it will notify You in writing (“Additional Services Start Date”).



      3.3 You agree and accept that any Order will be subject to and provided in accordance with the terms and conditions set out in this Agreement (as applicable).



    1. Use of Software

 

      4.1 You acknowledge and accept that Paymentsense will only be able to provide You the Services and that the Software will only provide the functionality relevant to the Services (as set out in the relevant Schedule) if You:



      4.2 properly use the Software to integrate Your Merchant Environment into the Paymentsense payment server; and



      4.3 do not alter, modify, translate, adapt, decompile, disassemble or reverse engineer the Software so as to effect or in any way prejudice the functionality of the Software.



    1. Software

 

      5.1 Licence



      5.1.1 Paymentsense hereby grants You permission to obtain a copy of the Software and to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to You complying with clause 5.1.2.



      5.1.2 You shall include in all copies or substantial portions of the Software You may make available to third parties the permission and copyright notice incorporated into such Software from time to time as set out, for ease of reference, in Schedule 2 (the “Notice”) and You shall not remove or alter in any way whatsoever any further copyright notice or acknowledgements appearing on the Software from time to time.



      5.1.3 The Software is provided “as is”, without warranty of any kind, express or implied, save as set out in any of the Schedules which are relevant to the Services.



      5.1.4 Except as contained in any Notice the name of Paymentsense shall not be used in advertising or otherwise to promote the sale, use or other dealings in the Software without prior authorisation from Paymentsense.



      5.1.5 Unless otherwise agreed in writing there is no minimum duration of the contract from the date the account goes live however, the merchant must give a minimum of 90 days notice for cancellation of the service.



      5.2 Proprietary Rights



      5.2.1 Such of the Intellectual Property Rights and/or any goodwill, knowhow or any other proprietary rights relevant to the Software which are owned by Paymentsense are and shall remain the absolute exclusive property of Paymentsense and Paymentsense reserves the right to grant licences to use the Software to third parties.



      5.2.2 You shall not acquire any Intellectual Property Rights and/or any goodwill, knowhow or any other proprietary rights in any form whatsoever or howsoever in the Software.



      5.3 Warranties



      5.3.1 Paymentsense warrants that:



      (a) it has full power of authority to grant the licence set out in clause 5.1;

 

      (b) it has the full right and interest in such of the Software as it owns and the right to grant sub licenses in relation to such parts of the Software it does not own; and

 

      (c) the Software will subject to You complying with clause 4.1 and the provisions of the relevant Schedule provide in all material respects the functionality relevant to the Services (as set out in the relevant Schedule).

 

      (d) all the Services shall comply with the standards outlined in the Payment Card Industry Data Security Standard (“PCI DSS”) published on the website www.pcisecuritystandards.org from time to time; and

 

      (e) it holds PCI DSS Certification in relation to the Services. Upon demand Paymentsense will present a copy of the PCI DSS Certification to You.



      5.3.2 In the event that the Software does not provide the relevant functionality (as detailed in the applicable Schedule) You agree that Paymentsense shall have the right to use its reasonable endeavours to either correct any bugs in the Software or to otherwise replace or repair the Software which may be identified as causing the breach of clause 5.3.1(c) in accordance with Schedule 1 before You may take any further action against Paymentsense whether under this Agreement or as otherwise permitted by law



      5.3.3 You acknowledge and accept that no software including without limitation the Software is bug, interruption or error free and in the event of any such errors, interruption or bugs the terms of clause 5.3.2 shall apply.



      5.4 Other than as expressly set out in this Agreement including without limitation clause 5.3.1 all representations, warranties, conditions and terms express or implied and whether statutory or otherwise are expressly excluded by Paymentsense to the fullest extent permitted by law.



    1. Your Payment to us – Fees

 

      6.1 You shall pay to Paymentsense the Fees for the Services as follows:



      6.1.1 the Annual Subscription which shall be payable on the Commencement Date and yearly after each such date; and



      6.1.2 the Monthly Fees which shall be payable by You monthly in arrears.



      6.2 If at any time You notify Paymentsense in writing that You wish to receive any Additional Services or the Standard Bank Card Services then You shall pay to Paymentsense on the Additional Services Start Date such Additional Fees as are applicable.



      6.3 You agree that following submission of a Paymentsense invoice pursuant to either clause 6.1 or 6.2 (if relevant) or 6.5 (if relevant) from time to time Paymentsense shall be entitled to deduct the full amount of such invoice by direct debit from an account of Your election and You shall instruct Your bank in accordance with Schedule 3 on the Commencement Date and Order Date (if relevant). In the event of Paymentsense not receiving settlement of its invoices submitted by direct debit for any reason whatsoever or howsoever You shall pay Paymentsense’s invoices submitted from time to time in accordance with clause 6.1 and (if relevant) clause 6.2 within 28 days of invoice date. Where You have any query on a Paymentsense invoice, You shall make any such query known to Paymentsense within 5 Business Days of receipt of the relevant invoice.



      6.4 If You default in the payment of any of the Fees as and when they fall due in accordance with this clause 6 the amount unpaid shall bear interest from the due date until payment is made in full (irrespective of whether the date of payment is before or after any judgment or award in respect of the same) at 3 percent per annum over Barclays Bank plc base rate from time to time.



      6.5 If Paymentsense provide any services in addition to the Standard Bank Card Services or Additional Services, Paymentsense shall do so on its standard conditions of business (as amended or replaced from time to time) and You shall pay for them at Paymentsense’s standard rates set out in the Services Rate Card or as otherwise agreed by Paymentsense in writing which shall be charged monthly in arrears unless otherwise specified by Paymentsense.



      6.6 Paymentsense has the right to suspend its Services without notice and/or terminate this Agreement with immediate effect by giving You notice in writing if You do not pay any of the amounts due to Paymentsense from time to time within the period specified in clause 6.3 unless they are the subject of a bona fide dispute.



    1. Limitation of Liability

 

      7.1 Without prejudice to the provisions of clauses 4, 5.3.2 and 5.3.4 or any other specific limitation or exclusion of liability set out in this Agreement, the following provisions set out Paymentsense’s entire liability (including any liability for the acts and omissions of its officers, employees, agents or sub-contractors) to You in respect of:



      7.1.1 any breach of its contractual obligations arising under this Agreement; and



      7.1.2 any breach of any of the warranties expressly given by Paymentsense in this Agreement; and



      7.1.3 any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement; and



      7.1.4 any claim by You under any indemnity in this Agreement AND YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 7.



      7.2 Any act or omission on the part of Paymentsense or their officers, employees agents or sub-contractors falling within clause 7.1 or any breach by Paymentsense of any of the warranties it expressly gives in this Agreement shall for the purposes of this clause 7 be known as an “Event of Default”.



      7.3 3 Paymentsense’s liability to You for:



      7.3.1 death or injury resulting from their own or that of their officers’, employees’, agents’ or sub-contractors’ negligence; or



      7.3.2 fraudulent misrepresentation shall not be limited.



      7.4 SUBJECT TO THE PROVISIONS OF CLAUSE 7.3, Paymentsense’S ENTIRE LIABILITY IN RESPECT OF ANY EVENT OF DEFAULT SHALL BE LIMITED TO DAMAGES NOT EXCEEDING:



      7.4.1 THE FEES ACTUALLY PAID BY YOU TO Paymentsense IN RELATION TO THE PARTICULAR SERVICE GIVING RISE TO THE EVENT OF DEFAULT IN THE PRECEDING 12 MONTHS PERIOD IN THE CASE OF A SINGLE EVENT OF DEFAULT; AND



      7.4.2 TWICE THE FEES ACTUALLY PAID BY YOU TO Paymentsense IN RELATION TO THE PARTICULAR SERVICE GIVING RISE TO THE EVENT OF DEFAULT IN THE PRECEDING 12 MONTHS PERIOD IN THE CASE OF ALL EVENTS OF DEFAULT OR SERIES OF CONNECTED EVENTS OF DEFAULT OCCURRING IN ANY 12 MONTH PERIOD OR £25,000 (WHICHEVER IS THE HIGHER)



      7.5 Subject to clause 7.3 Paymentsense shall not be liable to You in respect of any Event of Default for



      (a) loss of profits; or

 

      (b) loss of goodwill; or

 

      (c) loss of data; or

 

      (d) any type of special, indirect or consequential loss, even if such loss was reasonably forseeable or Paymentsense had been advised of the possibility of You incurring the same.



      7.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.



      7.7 Except in the case of an Event of Default arising under clause 7.3, Paymentsense shall have no liability to You in respect of any Event of Default unless You shall have served notice of the same upon Paymentsense within six months of the date You became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.



      7.8 Paymentsense shall not be responsible for complying with statutory regulations, or local by-laws, or the fulfilment of any special regulations affecting You save that both Parties shall comply with the provisions of the Data Protection Act 1998 relating to the processing of personal data.



      7.9 The obligations set out in this clause 7 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Agreement for any reason whatsoever and each of the provisions of this clause 7 shall operate separately in itself and survive independently of the others.



      7.10 Without prejudice to the generality of clause 7.8 in the event that Paymentsense processes personal data (as defined in the Data Protection Act 1998) on behalf of the Client, Paymentsense shall:



      7.10.1 process and use the personal data provided to it by the Client only to perform its obligations and only to the extent permitted under the terms of this Agreement; only act on the Client’s reasonable and lawful instructions in relation to the processing of the personal data provided to it PROVIDED THAT such instructions shall not prevent or hinder Paymentsense from performing its express obligations under this Agreement;



      7.10.3 operate appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such personal data and accidental loss or destruction of, or damage to such personal data;



      7.10.4 comply with obligations equivalent to those imposed on data controllers by the seventh data protection principle as defined by the Data Protection Act 1998; and



      7.10.5 provide evidence to the Client on written request (which shall not be made more than 4 times a year) of the technical and organisational measures Paymentsense has taken to comply with its obligations under this clause.



    1. Indemnities

 

      8.1 Paymentsense shall indemnify and hold You harmless against all costs claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim by any third party that the normal use or possession of the Software infringes the Intellectual Property Rights of any third party, subject to the following conditions:



      8.1.1 You shall notify Paymentsense in writing within five Business Days of becoming aware of any allegations of infringement; and



      8.1.2 You will not make any admissions without Paymentsense’s prior written consent; and



      8.1.3 Paymentsense shall have control over the defence of any such suit or claim in relation to the Software and over all negotiations in relation thereto and, in particular, You shall not make or attempt to make any settlement or admit any liability in relation to such suit or claim without the prior written consent of Paymentsense which may be withheld in Paymentsense’s sole and absolute discretion; and



      8.1.4 You shall provide all such documents, information and assistance and do all such acts and things as Paymentsense may reasonably require to assist it in relation to any such suit or claim subject to Paymentsense paying Your reasonable and actual expenses in relation to providing any such documents, information and/or assistance as aforesaid.



      8.2 The indemnity set out in clause 8.1 shall not extend to any infringements resulting from:



      8.2.1 The indemnity set out in clause 8.1 shall not extend to any infringements resulting from:



      8.2.2 use of the Software with other items where, but for such combination, infringement would not have occurred; or



      8.2.3 use of the Software in a manner, or for a purpose, not disclosed to Paymentsense before the date of this Agreement.



      8.3 The provision of this clause 8 states the entire liability of Paymentsense to You in respect of the infringement of the Intellectual Property Rights of any third party.



      8.4 You shall indemnify Paymentsense and keep it fully and effectively indemnified from and against all actions, suits, proceedings, claims, demands, damages, losses, expenses and costs (including legal costs) and any liability suffered or incurred by Paymentsense



      8.4.1 in connection with any third party Intellectual Property Rights claim based on the combination of the Software by You with any unauthorised product; or



      8.4.2 arising out of Paymentsense correctly processing the Card Scheme Transaction on Your behalf; or



      8.4.3 in connection with any Network Attack which is traced to You or any of Your employees, officers, agents or sub-contractors.



    1. Our Right to Make Changes

 

      9.1 Paymentsense has the right to make changes to the Fees at any time provided Paymentsense gives You at least 20 Business Days prior notice in writing. In the event that the Fees are to be increased by an amount in excess of the then relevant RPI then You have the right to give 20 Business Days notice to terminate this Agreement provided such notice is received no later than the end of 20 Business Days from the date of Paymentsense’s relevant notification to You. In the event of termination the relevant Fees payable by You during the 20 Business Days notice period shall be the Fees being charged to You by Paymentsense prior to the said notice of increase and the provisions of clauses 12.4 and 12.5 shall apply.



    1. Publicity

 

      You acknowledge that Paymentsense wishes You to tell Your customers that You use its Service, so You agree to the following:



      10.1 Subject to Paymentsense obtaining Your prior consent to allow Paymentsense to mention Your name in its promotional materials and when it advertises its service in the newspapers, on television, radio or through any other media it may choose from time to time.



    1. Force Majeure

 

      Delays to Paymentsense’s Service which are beyond its Control Paymentsense will not be responsible if the Services are delayed or suspended or if it cannot provide the support or maintenance in Schedule 1 because of any cause at all beyond Paymentsense’s reasonable control including without limitation: a third party mechanical or power failure; or a strike or labour dispute; or fire, act of God, flood, act of terrorism; or a breakdown in any third party equipment, including third party computer hardware or third party software (this includes cases where the service engineer cannot be called out); or any Network Attack.



    1. Termination

 

      12.1 Either Party shall be entitled forthwith to terminate this Agreement in relation to any particular Service (“Relevant Service”):



      12.1.1 by notice to the other if the other Party commits any material or persistent breach of any of the provisions of this Agreement in relation to the Relevant Services and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring the same to be remedied; or



      12.1.2 by notice to the other if the other Party commits a non-remediable breach of this Agreement in relation to the Relevant Service.



      12.2 Either Party shall forthwith be entitled to terminate this Agreement (which for the avoidance of doubt shall mean the termination of all the Services) by notice to the other if:



      12.2.1 any Network Attack is traced to You or Your officers, employees, agents or sub-contractors; or



      12.2.2 an encumbrancer takes possession or a receiver, administrative receiver or manager or trustee in bankruptcy is appointed over any of the property or assets of that other Party or the other Party makes a voluntary petition of bankruptcy; or



      12.2.3 the other Party makes a voluntary arrangement with its creditors or becomes subject to an administration order; or



      12.2.4 the other Party goes into liquidation (except for the purposes of solvent amalgamation or a solvent reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement); or



      12.2.5 anything analogous to any of the foregoing under the law of any jurisdiction, occurs in relation to the other Party; or



      12.2.6 the other Party ceases or threatens to cease to carry on its business.



      12.3 For the purposes of clause 12.1.1 a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to a reasonable period for performance.



      12.4 Upon the termination or expiration:



      12.4.1 of a Relevant Service pursuant to clause 12.1 You shall cease being provided the Relevant Service and have no right to use the same. For the avoidance of doubt the Agreement shall continue in full force and effect in respect of any and all the other Services (other than the Relevant Service); or



      12.4.2 of this Agreement pursuant to clause 12.2 You shall cease being provided the Services and have no right to use the same.



      12.5 The terms of this Agreement shall continue to bind the Parties after the expiration or termination to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation clauses 6, 7, 8, 12 and 13.



    1. Confidentiality

 

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



      13.2 Paymentsense and You both agree not to disclose any Authentication Method relevant from time to time to any third party except on a need-to-know basis pursuant to an obligation under this Agreement.



      13.3 The obligations in this clause 13 shall survive any termination or expiration of this Agreement.



    1. General

 

      14.1 You shall not assign, transfer, sub-license, sub-contract, delegate or in any other manner make over to any third party any of Your rights or entitlements hereunder without Paymentsense’s prior consent in writing, such consent not to be unreasonably withheld or delayed.



      14.2 This Agreement represents the entire Agreement between the Parties in relation to the subject matters hereof and shall supersede any previous agreement or understanding between all or any of the Parties in relation to all or any such matters. No amendment or change to the terms of this Agreement will be effective unless it is in writing and signed by persons authorised on behalf of both parties.



      14.3 You acknowledge that in entering into this Agreement on the terms set out herein You are not relying upon any representation, warranty, promise or assurance made or given by or on behalf of Paymentsense or any other person, whether or not in writing, at any time prior to the signature of this Agreement or subsequently prior to any Order which is not expressly set out herein.



      14.4 This Agreement shall operate for the benefit of and be binding on the respective successors in title and permitted assignees or transferees of each Party.



      14.5 None of the rights of either Party shall be prejudiced or restricted by any indulgence or forbearance extended to the other Party and no waiver by either Party in respect of any breach shall operate as a waiver in respect of any subsequent breach.



      14.6 If any of the provisions of this Agreement is found by any court, arbitrator or other competent authority to be void or unenforceable, the provision shall be deemed to be deleted from this Agreement and the remaining provisions shall continue in full force and effect. The Parties shall nevertheless negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision which is void or unenforceable.



      14.7 Any notice which has to be given under this Agreement, must be posted by first class mail or sent by email or facsimile to the address of the other Party set out in the Client Details Schedule, or any other address or number given after the Agreement has been signed. Any notice sent in this way will be treated as being given 48 hours after the time it was posted or four hours after it was faxed or emailed. Either Party will only have to show proof of postage or sending to prove notice was given.



      14.8 Both Parties will do whatever is necessary and within their power to comply with this Agreement.



    14.9 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of this Agreement. The construction, validity and performance of this Agreement shall be governed in all respect by English law and the Parties hereby submit to the exclusive jurisdiction of the English