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Paymentsense Bolt-On Agreement

This Placement Agreement (“Agreement”) is made the date it is signed and is between the entity whose name and address is set forth overleaf (the “Merchant”) and Paymentsense Limited including its Affiliates (“Paymentsense”) with its principal place of business at 242 Acklam Road, W10 5JJ. Affiliates mean entities that control, are controlling, are controlled by, or under common control with, a party to this Agreement. Paymentsense provides Merchant accounts, chip and pin terminals, e-commerce gateways and related goods and services that allow businesses to process credit card, debit and other payments (the “Paymentsense Services”) and Merchant wishes Paymentsense to provide to Merchant the Paymentsense Services. Paymentsense agrees to do so on the terms of this Agreement.

    1. Merchant hereby appoints Paymentsense to be the exclusive provider of the Paymentsense Services and all other payment processing services to Merchant. Merchant agrees to source point of sales equipment and chip & pin devices only through Paymentsense and will not process payments through any competitor of Paymentsense or its Affiliates. Should the Merchant cancel this agreement, a cancellation fee of £120 plus vat shall apply. Cancellation fees do not apply to E-commerce/Virtual Terminal gateway products. Paymentsense shall provide customer service and related services to Merchant. Time shall not be of the essence in the performance of the Paymentsense Services and any dates or times given for performance of the Paymentsense Services are estimates only.

 

    1. Paymentsense and Merchant are independent contractors. Merchant is not an agent, partner or joint venture of Paymentsense, and has no authority to bind Paymentsense to any obligation.

 

    1. For card terminal products, the initial term of this Agreement shall be for a period of five years, commencing on the date set forth overleaf. This Agreement shall thereafter be automatically renewed for additional terms of one year each unless either party notifies the other in writing no later than thirty days prior to the end of the current term that it does not wish to renew this Agreement. For E-Commerce/Virtual terminal gateway products, the Merchant shall be entitled to give 90 days prior written notice to terminate services at any time. Terms and conditions found at the initial login to the Paymentsense Gateway, which the Merchant will need to agree to separately, can also be found on: www.paymentsense.co.uk/e- commerce/terms. Paymentsense may cancel this Agreement for any reason by providing Merchant with seven days notice.

 

    1. Merchant hereby authorises Paymentsense to debit any charges due by Merchant under this Agreement or any other agreement between Paymentsense and Merchant from any checking, savings, credit card or any other type of account provided by Merchant to Paymentsense. Gateway transaction count and/or turnover limits for E-Commerce/Virtual terminal gateway products are billed pro-rated monthly in arrears. Depending on the Gateway tariff, overage charges may apply if Merchant exceeds monthly allowance of turnover volume or number of transactions on the payment gateway.

 

    1. Merchant agrees to indemnify and hold harmless Paymentsense, its employees, referral partners and agents from and against any loss, liability, damage, penalty or expense they may suffer or incur as a result of (i) any failure by Merchant to comply with the terms of this Agreement; (ii) any warranty or representation made by Merchant being false or misleading; (iii) any representation or warranty made by Merchant to any third person other than as specifically authorised by this Agreement, (iv) any claims related to the Paymentsense Services by a third party, (v) negligence of Merchant, (vi) any claims by Merchant against its credit card or debit card processor or (vii) any alleged or actual violations by Merchant or its subcontractors of any governmental laws, regulations or rules.

 

    1. To the fullest extent permitted by law the Paymentsense Services and equipment are provided ‘as is’ without any warranty whatsoever and Paymentsense disclaims all warranties, terms or conditions, express, implied or statutory to Merchant as to any matter whatsoever, including all implied warranties of satisfactory quality, fitness for a particular purpose, reasonable skill and care and non-infringement of third party rights. The sole and entire obligation of Paymentsense in respect of any defective service shall, at its option, be to perform it again or refund the payment made for it. No oral or written information or advice given by Paymentsense or its employees or representatives shall create a warranty or in any way increase the scope of Paymentsense’s obligations.

 

    1. Neither party shall be liable to the other party or to any third party for loss of business, revenue or profit, or damage to goodwill or for loss of or corruption of data, any consequential, indirect, or special damages arising out of or relating to this agreement, the Paymentsense Services or the equipment, whether due to breach of contract, misrepresentation, negligence, or otherwise howsoever arising. Under no circumstances shall Paymentsense’s total aggregate liability to Merchant or any third party for all claims arising out of or related to this agreement exceed the amount Merchant has paid for the Paymentsense Services. Nothing in this clause excludes or limits liability for death or personal injury caused by negligence.

 

    1. This Agreement will bind and endure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of Paymentsense. Paymentsense may assign this Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of its subject matter and supersedes all prior agreements, representations or warranties. No amendment or modification to this Agreement shall be effective unless assented to in writing by both parties.

 

    1. This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

 

    1. Any delay or failure by either party to enforce any of its rights shall not be construed as a waiver thereof on that or any other occasion. If any provision of this Agreement (or part) is declared by any court to be illegal or invalid, the validity of the remaining provisions shall not be effected. This Agreement may be executed in two or more counter-parts, by fax, or by e-signature, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. Clauses 2, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination of this Agreement.

 

    1. We may use your personal details to provide you with Paymentsense Services and to give you information about products and services available from ourselves and our Affiliates which may be of interest to you. We may also use your personal information to verify identity and run a credit search. You may instruct us not to process your personal data for marketing purposes by email to the following address: info@paymentsense.com. We will not share your information with third parties other than our Affiliates.

 

    1. Paymentsense shall not be liable for any delay or failure to provide services due to any reason beyond its reasonable control including, without limitation, delay or non-performance by its suppliers, interruption in communications, war, civil unrest, fire, flood or other extreme conditions.

 

    1. Paymentsense PCI enrollment is required of all Merchants and is charged £4.95 per month upfront quarterly. PCI fees are subject to change based on Merchant’s compliance and enrolment status. PCI Phone Validation is an English-speaking support service for completing the PCI validation process by phone during working hours. Paymentsense may pass on to the customer any fines or associated fees imposed by the acquirer or partners relating to card data security breach, incident handling, or enrolment in additional services.

 

    1. 24-Hour Replacement ensures a replacement terminal will be shipped out by end of next working day if a Merchant’s terminal needs servicing. Cancellation Protection applies once to each Merchant ID and covers verifiable cancellation fees up to a certain limit with a Merchant’s existing card processing service provider; £100 fee provides up to £600 coverage, while all other fees provide up to £400 coverage. Capped Rates applies only to personal credit and debit card rates for the duration of the contract; if acquirer personal card credit and debit rates increase during the contract period, then Paymentsense reserves the right to increase personal credit and debit card rates to cover those costs. Discounted Till Roll Service automatically orders till roll refills based on Merchant’s approximate transaction numbers from card processing on terminals included with this contract. Pay at Table service is charged per transaction for terminals included with this contract. View My Local is an online directory (http://viewmylocal.co.uk) that features your business and is provided free of charge for the first year of service; the listing is then automatically charged at the pro-rated discounted rate of £24.95 per quarter.

 

    1. The Contracts (Rights of Third Parties) Act 1999 shall not apply.

 

  1. If the Merchant has engaged Paymentsense for the provision of additional services (“Bolt-Ons”) as indicated in this Agreement, the provision of such services will be governed by Paymentsense’s standard Bolt-On agreement (“BOA”). By executing this form, Merchant expressly agrees to the terms and conditions of the BOA as relates to any additional services.