Product Specific Terms and conditions

1. Definitions

   These words have the following meanings:

   1. “Acquirer” means the financial institution to which your Payment Transactions and Refund instructions are routed for authorisation and settlement;
   2. “Agreement” means these Terms and Conditions (including any front sheet to which they are attached or with which they are provided) effective from the date of the agreement;
   3. “Card” means a current valid, credit, debit or charge card that we may accept for processing under the terms of this Agreement;
   4. “Cardholder” means the individual holder of a Card;
   5. “Charges” means any and all of the charges set out in the sections entitled ‘Initial Charges and Regular Charges’ as the case may be and shown on the front sheet which are payable throughout the Minimum Term and thereafter;
   6. “Consumables” means batteries, paper rolls, printer ink or cartridges, all power and other accessories required or desired for operation of the Payment Terminal;
   7. “Hardware” refers to Payment Terminals, EPOS devices and related accessories described on the front sheet of the Agreement;
   8. “Minimum Term” means the Minimum Term as shown on the front sheet of this Agreement;
   9. “Partner” is an accredited individual or entity authorised and accredited by us to offer the Hardware and Services;
   10. “Payment Terminal” means the Payment Terminal(s) described on the front sheet, provided to you for the purpose of processing Payment Transactions hereunder and subject to the terms of this Agreement including (inter alia) those set out in Clause 4 below;
   11. “Payment Transaction” means a Card transaction processed with the intention of a Cardholder incurring a liability resulting in monies being received from the Card issuer to your Acquirer and credited to your bank account;
   12. “Personal Information” means information (in any reproducible format) which relates to a Cardholder or other identifiable individual, whether supplied by you for processing by us or whether generated by us in the course of performing our obligations. This information may include some or all of the following information: Cardholder name and all data encoded on a Cardholder’s Card;
   13. “Refund” means a Card transaction which has been processed with the intention of monies being remitted to the Cardholder’s Card account;
   14. “Services” means each of the services selected on the front sheet and more particularly described in any service-specific terms;
   15. “Support Service” a contact point where you are able to receive email and/or telephone support from us for customer service or technical support queries for your Hardware and Services.
2. Agreement
   1. We may from time to time amend these Terms and Conditions which shall be posted on our website at npi.ie/product-terms-and-conditions. If we do make changes to these Terms and Conditions we shall notify you of such. Your continued use of the Services after the date on which we publish the revision shall mean you have agreed to any such changes.
   2. Where each and any apply, we agree to provide you with the Hardware and to provide the Services set out on the front sheet for the Minimum Term and thereafter until terminated in accordance with Clause 7. The Payment Terminal is supplied to you for the purpose of effecting Payment Transactions or Refunds as well as supporting any additional Services supplied that make use of the Payment Terminal.
   3. You must not record or pass to any third party any Personal Information other than as permitted by the terms of this Agreement even if you anticipate repeat business from the Cardholder.
3. Payments Terms
   1. You agree to pay the Charges set out on the front sheet promptly for the duration of the Minimum Term and you are deemed to accept these Terms and Conditions when you sign this Agreement. You will pay us VAT on any sums due under this Agreement where VAT applies at the prevailing rate from time to time.
   2. You will pay the Charges applicable for each respective period during the Minimum Term whether or not you use the Hardware or Services. A delay or pause in the usage of the Hardware or Services does in no way affect your obligation to pay the Charges. After the end of the Minimum Term, the Hardware shall continue to be provided and the Services shall continue, provided you continue to pay the Charges, unless and until terminated in accordance with Clause 7.
   3. You must pay all Charges by Direct Debit on the due date and prompt payment is an essential condition of this Agreement. If Charges or other sums are not paid when due, we can suspend or terminate some or all of our Services and charge you interest on what you owe at 4% per annum above the base rate of AIB from time to time from the due date the relevant amount fell due until you pay.
   4. You agree that if you do not pay promptly, we can say that you have broken this Agreement and we can terminate this Agreement immediately. These rights are in addition to any other legal rights we may have, which we may also rely upon.
4. Support Service
   1. We will make a Support Service available to you as part of this Agreement to support the ongoing operation of the Hardware and Services.
   2. The Support Service provided will be as per the specific terms, availability, and method of contact as described as part of that Support Service.
   3. We will be under no obligation to provide Support Services to a level greater than that contracted and have the right to refuse any requests for Support Services that are outside of the scope of what has been included within your Agreement.
5. Operational Terms
   1. You hereby agree throughout the duration of this Agreement:
      1. to use the Payment Terminal in accordance with any operating instructions only for the purpose of effecting Payment Transactions or Refunds in accordance with our instructions, you must not attempt to reverse engineer any features or use the Payment Terminal in any way other than the way it was intended, any such attempt may lead to immediate suspension of the Payment Terminal functionality.
      2. to keep the Hardware in good repair and condition and save as provided for herein, to be responsible for any loss or damage to it and not to remove any identifying marks.
      3. to insure Hardware for loss or damage for its full replacement value or otherwise indemnify us against the full cost of repair or replacement.
      4. to keep the hardware in your own possession in Republic of Ireland and not to alter, sell, lend or otherwise deal with it nor to allow any charge or lien or similar right to be created over it.
      5. to indemnify and keep us fully indemnified at all times against all losses, actions, claims, demands, costs or expenses arising directly or indirectly from the use, possession, operation, condition or maintenance of the hardware or your failure to carry out any obligation under this Agreement.
      6. To permit us to analyse your card transactions for the purposes of providing you with performance reporting as well as anonymised aggregate customer insights.
6. Liability
   1. We are only liable to you as set out in this Agreement. We have no other duty or liability to you.
      1. Nothing in this Agreement removes or limits our liability for death or personal injury caused by our negligence.
      2. Except as set out in Clause 6.1.1, our entire liability to you for something we or anyone who works for us does or does not do will be limited to 125% of any monies paid by you to us per year under this Agreement.
      3. We are not liable to you in any way for any loss of income, business or profits, or for any loss or damage occasioned by the use of the Hardware or Services or any failure of the Services.
      4. We will not be liable to you if we cannot carry out our duties or provide our Services or Support Services because of something beyond our control.
7. Termination
   1. Subject to the terms of Clause 7.3 below, either party can terminate this Agreement at any time after expiry of the Minimum Term, by the giving of one month’s notice in writing to the other party.
   2. We can terminate this Agreement immediately and stop providing the Services if any of the following happens:
      1. you fail to pay any Charges or other sums due under this Agreement when due or break an important condition of this Agreement; or
      2. you break any other condition of this Agreement and do not put it right within 7 days of us asking you to; or
      3. you become bankrupt or make any arrangement with your creditors or are liquidated or have an Administrator or receiver appointed or suffer any other form of insolvency event;
      4. we become aware of or reasonably suspect you are using any of the Services in a fraudulent manner, in a manner that they were not intended or to support Payment Transactions that could not reasonably be expected from your business type or we were not made aware to expect when executing this Agreement;
      5. If we are no longer able to provide the Hardware or Service to you and we cannot offer you a suitable alternative.
   3. Upon termination of this Agreement for any reason, you must pay us immediately:
      1. any and all sums then due and owing; and
      2. all Charges which would have been payable for the remainder of the Minimum Term. If your Minimum Term is more than 6 months from expiration you can benefit from a discount of 5% of the total amount due should the Minimum Term run its course.
   4. We may at our discretion, be able to offer a reduction in the amount payable upon termination set out in Clause 7.3 in exchange for return of the Hardware in good condition and complete with all accessories, power leads, batteries, chargers and handbooks. You should contact us at the address given on the front sheet to make arrangements for re-delivery and valuation of the Hardware for this purpose.
   5. The Hardware must be returned to us after Termination. If the Hardware is not returned we may at our discretion choose to levy an additional charge.
   6. The safe return of the Hardware is your responsibility. NPI will assess the condition of the Hardware, and issue an assessment report within 7 days of receiving the Hardware at the NPI offices.
8. Trial Period
   1. Eligibility and Activation
      1. This trial period is available to you if you are a new merchant only without any preexisting relationship with NPI.
      2. The start date of the trial period is the activation date of your Service by NPI. This is generally aligned with the same date you receive the Hardware.
      3. The trial period will be mentioned on your Agreement for the trial period to be active.
      4. The trial period is valid from the activation date for 3 calendar months.
   2. Cancellation During Trial
      1. You may cancel the Agreement at any time within the trial period by notifying NPI in writing.
      2. The cancellation of your Agreement, must be sent to NPI within one month prior to the trial period ending, allowing enough time for the Hardware to be returned to the NPI offices and for NPI to complete the Hardware assessment, before the trial period ends.
      3. Cancellation will only be valid upon our receipt of all Hardware, including all accessories and packaging, and provided the Hardware is not damaged beyond reasonable wear and tear.
      4. If the Agreement is not cancelled and/or the Hardware is not returned to the NPI offices within the trial period. The standard term and termination clauses set out in Clause 7 of this Agreement applies.
   3. Charges and Billing During the Trial Period
      1. Monthly subscription charges will continue during the trial period, as per the Agreement.
      2. If you cancel within the trial period and return the Hardware in good condition, no cancellation or early termination fees will apply, and billing will stop.
      3. Charges may also apply for optional extras such as:
         1. Consumable items (e.g. paper rolls, extra batteries, chargers, accessories, etc).
         2. Additional services or support not included in your standard package.
         3. If the hardware is returned with either missing parts or damaged
   4. Liability During Trial
      1. You are fully responsible for the Hardware and any use of the Services during the trial period. Any loss, misuse, or damage (accidental or otherwise) remains your responsibility.
9. General and Assignment
   1. If you are more than one person, each person shall be jointly and severally liable under this Agreement.
   2. You may not transfer your account or any of your rights and responsibilities under this Agreement.
   3. We may assign or transfer our rights under this Agreement to another party without your consent (“Assignee”).
   4. Where the Hardware or Services have been offered to you by a Partner, you provide us with your on-going consent to share information relating to the performance of the Hardware or Services with that Partner to support the calculation of any rebates or commissions due to them.
   5. You are responsible for providing all Consumables necessary for the operation of the Hardware or the Services provided hereunder, we may be able to provide these to you at an additional cost.
   6. You must advise us in writing about any change in the contact information or type of business supplied to us at the start of the Agreement.
   7. Any concession or extra time that we allow you only applies to the specific circumstances in which we give it. It does not affect our rights under this Agreement in any other way.
   8. Irish law will apply to this Agreement and any disputes will be settled in the courts of Republic of Ireland.
   9. Failure by a party to enforce rights under this Agreement shall not prevent that party from taking further action.
   10. This Agreement supersedes all prior arrangements, understandings and agreements between the parties relating to the provision of the Services and sets out the entire agreement between the parties. Neither Party has relied on any representation arrangement understanding or agreement (whether written or oral) not expressly set out in this Agreement.
   11. The signature of this Agreement by you does in no way constitute an offer of Hardware or Services from us and does not guarantee that we will be able to provide the Hardware or Services to you. Acceptance of this Agreement is done so on the full understanding that additional checks may need to be carried out before the Hardware or Services can be offered to you.
   12. This Agreement may be signed by you and by us by way of electronic signature, as defined in the Electronic Commerce Act 2000.
10. Service Specific Terms
    1. As well as these standard Terms and Conditions there are terms and conditions provided for specific Hardware and Services as detailed below, the “Service Specific Terms”.
    2. Your acceptance of these Terms and Conditions also includes acceptance of the Service Specific Terms that are relevant to your Agreement.
    3. We may update the Service Specific Terms from time to time, if we do make changes to these we shall notify you of such. Your continued use of the Services after the date on which we publish the revision shall mean you have agreed to any such changes.
    4. Service Specific Terms are available at npi.uk/product-specific-terms-and-conditions

These terms only apply if the relevant service is selected. The selected services will be reflected on the front sheet of the Service Agreement. Definitions and Clauses included within the Standard Terms and Conditions shall have the same meaning where used in these Product Specific Terms and Conditions unless otherwise stated.

1. Definition
   1. “Agreement” means these Terms and Conditions and our Standard Terms and Conditions (including any front sheet to which they are attached or with which they are provided) effective from the date of the agreement;
   2. “Minimum Term” means the Minimum Term as shown on the front sheet of the Services Agreement;
   3. “Services” means each of the services selected on the front sheet and included within this Agreement;
   4. “Services Agreement” refers to the agreement between NPI and the Merchant for Hardware and/or Services.
   5. “Terminal Care” refers to the service provided by NPI which offers an on-site engineer to repair or replace Hardware in the event of a fault that cannot otherwise be remedied through a telephone conversation.
2. Agreement
   1. This Agreement is only applicable if Terminal Care is selected. The selected Services will be reflected on the front sheet of the Service Agreement and subject to relevant Charges due.
   2. During the term and in accordance with this Agreement, you may access and use the Terminal Care Services offered by NPI, which are detailed within the Agreement.
   3. You understand that some or all of the Services may be performed by NPI’s third-party service providers and that NPI may provide any and all data and information reasonably necessary for such service providers to provide the Services.
   4. Terminal Care offers an on-site engineer to repair or replace faulty or damaged Hardware within a maximum time of up to 1 day which will either be a working day or a calendar day depending on the package selected.
3. Merchants Obligations
   1. You must be available for the engineer to attend to either repair or where necessary replace your Hardware for an alternative at the slot provided to you.
   2. If you are not available and alternative timeslots are arranged our obligation to provide the Terminal Care within 1 day (either working or calendar depending on the package selected) no longer applies.
   3. Terminal Care is not an insurance policy that covers accidental damage and should not be considered as such. If you damage the Hardware, you will still be eligible for replacement Hardware under Terminal Care but it will not remove your obligation to pay for a repair of the original Hardware or the replacement cost of the device if beyond economical repair. The title for any Hardware remains with NPI at all times but must be adequately covered under your usual business insurance in the event of accidental damage.
   4. When the engineer arrives at your location, you must provide adequate access to the Hardware for them to assess the issue and repair or replace the Hardware. If the Hardware is replaced the engineer will remove the faulty Hardware which will be returned to NPI for a full assessment. NPI will assess any accidental damage to the Hardware and confirm repair or replacement costs to you within 10 working days of the engineers visit. If the Hardware is found to be suffering from an engineering defect, not caused by accidental damage, no cost shall be levied to you.
4. Liability
   1. We are not liable to you in any way for any loss of income, business or profits, or for any loss or damage occasioned by the use of the Hardware or Services or any failure of the Services.
   2. We will not be liable to you if we cannot carry out our duties or provide this Service because of something outside of our reasonable control or a failure of your Merchant Obligations.
5. Operational Terms
   1. Terms:
      1. The term of this Service runs over the same term as the Service Agreement
      2. If this Service is added to during the term of the contract, this Service will be contracted for the remainder of the Service Agreement.
   2. Logging an Issue
      1. The 1 day (be that a working day or calendar day depending on the package selected) will commence once contact has been made to the NPI helpdesk and the engineer available on the NPI helpdesk has completed all necessary diagnostics and has been unable to resolve the issue. At that point, a request for an on-site engineer shall be made.
6. Termination
   1. This Service can only be terminated when the Service Agreement is terminated in line with the terms laid out in the Standard Terms and Conditions Clause 7.

These terms only apply if the relevant service is selected. The selected services will be reflected on the front sheet of the Service Agreement. Definitions and Clauses included within the Standard Terms and Conditions shall have the same meaning where used in these Product Specific Terms and Conditions unless otherwise stated.

1. Definition
   1. “Aggregated Campaign Data” means the output of the aggregation of Raw Campaign Data.
   2. “Analytical Output” means any data (excluding the Aggregated Campaign Data we create for you) created by Payment Loyalty through aggregation or combination of any Raw Campaign Data with other data, and any data created out of or derived from the combination of any Raw Campaign Data.
   3. “Campaign Portal” refers to a secure online account located on the Website or via the relevant payment service provider customer facing website accessible by you to download, install, and utilise the Application subject to these terms.
   4. “Data” means any data captured via the Payment Loyalty Application, Campaign Portal or via the Payment Loyalty API, and any reference information or data provided by you.
   5. “Payment Loyalty” is referred to as NPI’s value added Service which provides loyalty capabilities and enabled on the merchants terminal.
   6. “Payment Loyalty Application” refers to a software program, commonly referred to as an ‘application’ or ‘app’, and subject to the patent applications, and the associated documentation relating to each of them together with any other products and related documentation developed by the creators of Payment Loyalty.
   7. “Raw Campaign Data” means the metadata associated with payment terminal transaction details, including issuance, value, and payment location information.
   8. “Redemption” means the presentation of a voucher or coupon originating from a Payment Loyalty Application resulting in the provision of a reward or benefit.
   9. “Voucher or Coupon” means an incentive or message generated by a Payment Loyalty application at the payment terminal.
   10. “Voucher or Coupon Redemption” means the presentation of a voucher or coupon originating from a Payment Loyalty application resulting in the provision of a reward or benefit.
2. Agreement
   1. This Agreement is only applicable if Payment Loyalty is selected. The selected Services will be reflected on the front sheet of the Service Agreement and subject to any relevant Charges due.
   2. During the term and in accordance with this Agreement, you may access and use the Services offered by NPI, which are detailed within the Agreement.
   3. The merchant understands and agrees that some or all of the Services may be performed by NPI’s third-party service providers and that NPI may provide any and all data and information reasonably necessary for such service providers to provide the Services.
   4. Payment Loyalty is designed only to allocate rewards on card payments which are transmitted via the NPI Hardware. Any other payment method will not accumulate the rewards, or interact with the program.
3. Merchant Obligations
   1. You must perform all Payment Loyalty related Voucher or Coupon Redemption via the payment terminal.
   2. You must ensure that the up-to-date Payment Loyalty Application is running on each of your Hardware.
   3. You must complete your profile on the Campaign Portal and keep it up to date and accurate.
   4. In using and accessing the Service, you agree that you will:
      1. Co-operate with NPI and their 3rd party in all matters relating to the Service;
      2. Ensure your staff can explain the Service to the cardholder;
      3. Permit and facilitate the addition of a Payment Loyalty acknowledgment to appear on your receipts and/or electronic confirmations (as applicable); and
      4. You should not sub-license or re-sell any Payment Loyalty Application or any data obtained from the Payment Loyalty Application.
   5. You should notify NPI promptly upon learning of any unauthorized use of your Campaign Portal or any breach of security.
   6. Your staff members, directors, partners, contractors, agents, and anyone acting under your instruction should not:
      1. Fail to enter or scan any validation codes in relation to a Redemption.
      2. Misuse any Payment Loyalty Application, or attempt by any means to generate false ratings.
   7. You agree while in contract and receiving this Service, you will not make use of any other loyalty program which is equivalent or similar to this Service.
4. Data
   1. You own all rights to the Raw Campaign Data generated and made available by Payment Loyalty Applications.
5. Liability
   1. NPI or their 3rd party gives no warranty as to, and are not liable for, the functionality or availability of the Payment Loyalty Application, the Campaign Portal, and are not responsible to you for any delays, delivery failures, or other loss or damage resulting from the use of the Payment Loyalty Application, or the transfer of data over communications facilities;
   2. NPI or their 3rd party are not liable for any delay or failure to comply with the obligations under this Agreement if the failure results from your or any of your staff’s, or any third party’s delay or failure to perform any obligation.
6. Terms
   1. The term of this service runs over the same term as the Service Agreement.
   2. If this service is added during the term of the Service Agreement, this Service will be contracted for the remainder of the Service Agreement.
7. Termination
   1. NPI may suspend the access to the Service or terminate this Agreement immediately by emailing you if:
      1. You are in material breach of this Agreement and, for a breach that can be remedied, have failed to remedy it within 14 days of receiving written notice;
      2. NPI or the creators of Payment Loyalty become aware of or reasonably suspects you of using any Payment Loyalty Application in a fraudulent manner;
      3. You become insolvent or unable to pay debts as they mature;
      4. You make an assignment for the benefit of your creditors;
   2. On termination or expiry of this Agreement for any reason, whether by you or by us:
      1. NPI will deactivate the applicable Payment Loyalty Application so that no further data can be collected;
      2. You will no longer have access to the Campaign Portal (and information contained within it);
      3. NPI or Payment Loyalty will not export any data for you after the termination date that is stored within the Campaign Portal;
      4. Any and all licenses granted by NPI under this Agreement will terminate with immediate effect.

These terms only apply if the relevant service is selected. The selected services will be reflected on the front sheet of the Service Agreement. Definitions and Clauses included within the Standard Terms and Conditions shall have the same meaning where used in these Product Specific Terms and Conditions unless otherwise stated.

1. Definition
   1. “Agreement” means these Terms and Conditions and our Standard Terms and Conditions (including any front sheet to which they are attached or with which they are provided) effective from the date of the agreement;
   2. “Minimum Term” means the Minimum Term as shown on the front sheet of the Services Agreement;
   3. “Services” means each of the services selected on the front sheet of the Services Agreement and included within this Agreement;
   4. “Services Agreement” refers to the agreement between NPI and the Merchant for Hardware and/or Services;
   5. “Short Term” means when the Minimum Term as shown on the front sheet of the Services Agreement is less than and not equal to 1 Year.
2. Agreement
   1. This Agreement is only applicable to any Services Agreement where they are deemed Short Term. The selected term will be reflected on the front sheet of the Agreement and subject to relevant Charges due.
   2. During the term and in accordance with this Agreement, you may access and use the Services offered by NPI, which are detailed within the Agreement.
3. Merchants Obligations
   1. As part of this Agreement, a refundable deposit which is reflected on the front sheet of the Service Agreement is payable upfront. This refundable deposit is to ensure any potential damage to the device is adequately provided for upfront.
   2. It is your obligation to ensure the Hardware is returned to NPI at the address shown in this Agreement in the original packaging with the original charger and all cables in no worse state than it was originally provided to you.
   3. You must do all that is reasonably required to protect any Hardware from damage during the Agreement, including storing it safely and protecting it from potential loss or damage.
4. Operational Terms
   1. When requesting any Short Term Hardware under this Agreement, you must make clear to NPI any specific timescales that must be observed, specifically, if the Hardware is for a timed event and it is necessary to be provided to you within a particular timeframe.
   2. Before the hardware is dispatched, NPI will make a note of the condition of the device being dispatched to you.
   3. As the end of the Minimum Term approaches and the Hardware is returned to the NPI offices, NPI will assess the Hardware and confirm if it has been returned free of damage or missing parts and in the condition it was dispatched to you.
   4. If the Hardware has been returned and deemed to be damaged or has any missing parts, the repair level and cost associated will be deducted from the deposit. The remaining deposit will be refunded to you within 10 working days of the Hardware arriving at NPI.
   5. You must return the Hardware 1 working day after the expiry of the Minimum Term. If you do not return the Hardware after the expiry of the Minimum Term, the Charges shall continue to be levied until the Hardware is returned. The deposit shall not be refunded until the Hardware has been returned.
5. Liability
   1. We are not liable to you in any way for any loss of income, business or profits, or for any loss or damage occasioned by the use of the Hardware or Services or any failure of the Services.
   2. We will not be liable to you if we cannot carry out our duties or provide this Service because of something outside of our reasonable control or a failure of your Merchant Obligations.
6. Termination
   1. This Agreement shall automatically terminate on receipt of the Hardware at NPI.

The following are the Product Specific Terms and Conditions: Gift Card (Product Specific Terms and Conditions: Gift Card) upon which New Payment Innovation Limited via its service provider, Valutec Card Solutions, LLC, a Delaware limited liability company (Valutec) will provide Gift Cards and gift card services (collectively, the
Gift Card Services). For purposes of these Product Specific Terms and Conditions: Gift Card, New Payment Innovation and Valutec are individually and collectively referred to as the Company and Valutec is a third-party beneficiary of these Product Specific Terms and Conditions: Gift Card. Upon signing a Merchant Services Agreement, which includes an application (the Application), which one or both may, reference these Product Specific Terms and Conditions: Gift Card, you agree to be bound by
these Product Specific Terms and Conditions: Gift Card which are hereby made a part of the Agreement effective as of the execution of the Application.
Definitions and Clauses included within the Standard Terms and Conditions of the Merchant Service Agreement shall have the same meaning used in these
Product Specific Terms and Conditions: Gift Card unless otherwise stated.

1. Definition
   1. Company Integration means the Hardware (as that term is defined in the Standard Terms and Conditions of the Merchant Services Agreement), on-line gateways, or other integrated manual or automated transaction processing systems necessary to electronically transmit Gift Card Transaction information to Valutec and to route Valutec’s electronic authorisation response to you and Participating Merchants.
   2. Gift Card means any valid unexpired stored value card (in physical or digital form) bearing your name or trade name issued as part of the Gift Card Program or the name or trade name of any other Participating Merchant issued as part of such Participating Merchant’s Gift Card Program administered by Company.
   3. Gift Cardholder means a person possessing a Gift Card.
   4. Gift Cardholder Data means the consumer profile information, if any, collected by the Gift Card Program software.
   5. Gift Card Program means the programs and systems administered and services provided by Valutec as set forth in the Agreement that allow (i) Gift Cardholders to purchase goods or services from you and Participating Merchants using Gift Cards and consists of a POS-based authorisation system for activating Gift Cards and authorising subsequent Gift Card Transactions and (ii) you to select certain or all of the Gift Card Services and features set forth in the Application or other form provided by Company to you.
   6. Gift Card Transaction means a transaction in which a Gift Cardholder via a Company Integration (i) purchases a Gift Card, (ii) adds monetary value to a Gift Card, (iii) debits the monetary value on a Gift Card by purchasing goods or services from Participating Merchants, and/or (iv) returns goods for a credit to the Gift Card.
   7. Merchant Services Agreement or Agreement refers to the agreement between New Payment Innovation Limited and you for: (a) hardware and terminal and other services provided to you by New Payment Innovation; and (b) any product specific terms and conditions, which include but is not limited to the herein Product Specific Terms and Conditions: Gift Card.
   8. Participating Merchant shall have the meaning set forth in Section 6.1.
   9. Rules shall have the meaning set forth in Section 5.4.
2. Agreement
   1. Applicability. This Product Specific Terms and Conditions: Gift Card is only applicable if you use or select to use the Gift Card Services set forth on the Application and any such use of the Gift Card Services is subject to applicable Fees as set forth in the Application or Merchant Services Agreement.
   2. Access to Gift Card Services. During the term and in accordance with the Agreement, you may access and use the Gift Card Services offered by Company, which are set forth in the Agreement.
3. Gift Card Program
   1. You hereby request and authorise the Company to provide the Gift Card Services so that you and, if applicable, any other Participating Merchant may process Gift Card Transactions under the Gift Card Program.
4. Gift Card Services
   1. Documentation. The Gift Card Servies include any user documentation for services and/or hardware under the Gift Card Program that may be furnished to you by the Company from time to time.
   2. Locations. As applicable, the Company shall implement the Gift Card Services at each of your locations listed or referenced on the Application or a subsequent add location form or otherwise in accordance with an implementation schedule jointly developed by the Company and you.
   3. Third-Party Service Providers. You understand and agrees that some or all of the Gift Card Services may be performed by the Company’s third-party service providers and that the Company may provide any and all data and information reasonably necessary for such service providers to provide the Gift Card Services so long as such service providers are bound by the same or similar confidentiality obligations as set forth below in Section 12 applicable to Company.
   4. Subscription to the Gift Card Services. In the event (a) you check the box for any or all of the Gift Card Services on the Application or any Company order form; or (b) you are provided additional services by or through the Company and you do not object in writing to the provision of such services, you subscribe to the applicable services, and you agree to be bound by and accept any and all terms and conditions provided or made available to you applicable to the provision of the services, which services are part of the Gift Card Services and may be provided directly by the Company’s third-party service providers, the Company, or a combination of the Company’s third-party service providers and Company.
   5. Credit Card Processing Agreement. Certain of the Gift Card Services may require you to have an active credit card processing service agreement with Worldpay, Valutec’s affiliated third-party processor.
   6. Changes to the Gift Card Servies and Services under the Gift Card Services. You acknowledge and agrees that the Company may from time to time modify, expand, restrict, suspend, or terminate the Gift Card Services that it offers to you without obligation or liability to you.
   7. As part of the Gift Card Services the Company will:
      1. Offer you an electronic stored value payment instrument in the form of an electronic Gift Card and/or plastic Gift Card encoded with a magnetic stripe;
      2. Increase or decrease, as applicable, the balance of a Gift Card upon the completion of a Gift Card Transaction;
      3. Provide the capability for Gift Cardholders to check their Gift Card balances online;
      4. Decline a Gift Card Transaction if the then-current balance on the Gift Card is less than the transaction amount;
      5. Provide you an online reporting package detailing the Gift Card Transactions for each Gift Card; and
      6. Provide you access to help desk support for the Gift Card Program over the telephone.
5. Merchant Obligations
   1. Transactions
      1. You will honour, in accordance with the terms and conditions set forth in these Product Specific Terms and Conditions: Gift Card, any Gift Card properly tendered by a Gift Cardholder for use in a Gift Card Transaction.
      2. You will not discriminate as to price, service or other condition of sale with respect to any tendered Gift Card Transaction.
      3. You will not present for processing any Gift Card Transaction not originated as a result of a transaction directly between you and the Gift Cardholder.
      4. If applicable, you will check the signature and expiration date of each Gift Card presented and will not complete a Gift Card Transaction if the signature on the sales draft does not correspond with the signature on the Gift Card or if the Gift Card is not valid or has expired.
      5. You will not request additional identification, or information, from a Gift Cardholder unless necessary in order to complete the Gift Card Transaction, as required by law, or under the Rules.
      6. All disputes between you and any Gift Cardholder relating to any Gift Card Transaction will be settled between you and the Gift Cardholder. The Company bears no responsibility for such disputes.
   2. Authorisations
      1. You will obtain an authorisation via a Company Integration when processing a Gift Card Transaction.
      2. Authorisations are not a guarantee of payment from a Participating Merchant and will not validate a fraudulent transaction.
   3. Process
      1. You, at your sole cost and expense, shall maintain and be responsible for the Company Integration.
   4. Rules
      1. You will comply with all rules and instructions provided to you by the Company.
      2. You are responsible for ensuring that your Gift Cards, including the verbiage and terms contained on and that apply to the Gift Cards and your issuance and usage of the Gift Cards, complies with all applicable laws, rules and regulations (individually, a “Rule” and, collectively, the “Rules”).
      3. You will redeem Gift Cards only for goods or services provided by you and will not redeem Gift Cards for cash unless required under any Rule.
      4. Furthermore, you specifically acknowledge and agree that the Company has not and is not expected to provide you with any analysis, interpretation or advice regarding the compliance of any aspect of your or the Gift Cardholder’s use of the Gift Cards, Gift Card Program, or your other systems, services, products or programs, with any third-party rights or Rules.
      5. Upon request, you shall provide reasonable proof of compliance with the Rules and applicable law and the Company shall have no obligation to provide its Gift Card Services where the Company reasonably believes that you have not complied.
   5. Content, Royalty Free License
      1. By your submission to the Company of images, brands, marks, verbiage, terms and/or other graphics (collectively the “Content”), you hereby authorise and permit the Company and its affiliated entities to reproduce such Content on Gift Cards and other collateral used by you under the Gift Card Program. This authorisation and permission is granted royalty-free.
      2. You represent and warrant that you have the requisite ownership, license, and/or rights to the Content for its use and reproduction will not violate any third-party intellectual property rights.
   6. Exclusivity
      1. During the term of the Agreement, you will not participate in any program similar to the Gift Card Program not administered or otherwise provided by the Company or contract with any entity other than the Company that provides services similar to the Gift Card Services.
   7. Information
      1. You will provide the Company with financial information as requested from time to time.
      2. You will not use, sell, exchange, or provide to any third party, and will keep strictly confidential, any information related to the Gift Card Program, including, but not limited to, sales slips, monthly statements, the Company documents, and the Agreement.
   8. Review and Reconciliation of Accounts
      1. You agree to review the Gift Card Transactions, the Company’s reports (including those made available online), notices, and invoices, and balance and reconcile your bank account(s) associated with the Gift Card Program on a daily and monthly basis.
      2. You agree to notify the Company immediately of any error in or dispute with any report, notice, invoice, Service deficiency, and/or billing or payment error.
      3. The Company has no obligation to correct any errors, disputes, or Service deficiencies that flow from your failure to comply with the duties and obligations in this Section.
   9. Gift Cards
      1. You agree to redeem Gift Cards for eligible purchases of goods and services during all normal business hours.
      2. You shall not condition the purchase or reload of any Gift Card on the purchase of another good or service and shall accept all forms of payment for purchases or reloads of Gift Cards, except a Gift Card, that you accept for purchases of any other goods or services.
      3. You agree that Gift Cards may be used repeatedly by a Gift Cardholder for a retail purchase of any amount less than or equal to the then-current Gift Card balance.
      4. You furthermore agree that Gift Cards may be redeemed by a Gift Cardholder at any Participating Merchant location for up to the euro amount loaded on the Gift Cards and may be reloaded at any Participating Merchant location.
   10. Non-Clearing and Unauthorised Purchases
       1. You agree that the Company is not responsible for the non-clearing payment of a Gift Card purchase or for any subsequent authorised purchases or Gift Card Transactions and that you are solely liable for these events.
       2. You agree that non-electronic authorisations are not permitted.
   11. Audit
       1. You agree to cooperate and provide all information requested as reasonably necessary for the Company and/or its third-party service providers to audit or review the Gift Card Program and/or Gift Card Transactions and furthermore agrees that the Company may adjust such audited or reviewed Gift Card Transactions and take such other actions or steps as it deems reasonable as a result of any finding from such audits or reviews.
   12. Payments
       1. You hereby agree and authorise any obligation owing under the Agreement (including, without limitation, any Fees) to be charged and deducted from your bank or other account(s) on file with the Company.
       2. Your payment obligations under the Agreement shall survive the termination of the Agreement.
6. Participating Merchants
   1. Inclusion of Participating Merchants. You request and authorise the Company to provide the Gift Card Services to you as well as any subsequently added merchant as set forth in Section 7 (you and any and all such added merchants shall be referred to individually as a “Participating Merchant” and collectively as the “Participating Merchants”) so that Gift Cards issued by one Participating Merchant may be redeemed by Gift Cardholders at all of the Participating Merchants.
   2. Specific Terms to Participating Merchants. You agree to indemnify and hold harmless the Company and its officers, directors, employees, agents and representatives from any loss, damage or claim relating to or arising from any action or inaction of any Participating Merchant.
   3. The Company agrees to provide the Gift Card Services to the Participating Merchants as a group under the terms of this Product Specific Terms and Conditions: Gift Card; provided, however, that each Participating Merchant shall agree to a version of these Product Specific Terms and Conditions: Gift Card.
7. Additional Participating Merchants
   1. You agree that the Company may, at any time and without prior notice to you, add as a Participating Merchant any merchant that (A) uses the same or similar trade name as you or (B) is a part of a chain of independently owned stores, independently owned franchisees or some other group of merchants commonly connected by or through a brand, web-site, club, affiliation or some other commonality. You additionally agree that the Company may add as a Participating Merchant any merchant approved in writing by you.
8. Fees
   1. Application
      1. You agree to pay the Company the fees associated with the Gift Card Servies and Gift Card Program set forth on the Application or otherwise in the Merchant Services Agreement (collectively, the “Fees”).
      2. The Company shall have the right to determine and modify the Fees in its sole discretion upon notice to you.
   2. Gift Card and Other Order Forms
      1. In addition to the Fees, you agree to pay the Company all fees (including, without limitation, any shipping or handling fees) set forth in any Gift Card order form or other Company provided order form submitted by you.
      2. The fees specified in a Gift Card order form or other Company provided order form are based on your representations as to the anticipated number of Gift Cards under the Gift Card Program and the Gift Card Program features selected by you.

9. Integration
   1. Integration to Gift Card Program. Not all POS systems or other hardware is integrated with the Company’s Gift Card Program processing systems.
   2. Integration Terms. You agree that the Company shall have no obligation:
      1. to integrate its Gift Card Program processing system(s) or any or certain of its features with any POS system or other hardware; and
      2. for any cost associated with a Company Integration or any upgrades or service fees charged by any POS developer or reseller.
10. Information Security
    1. Information Security
       1. You shall be responsible for maintaining security for your own systems, servers, and communications links as necessary to:
          1. protect the security and integrity of the Company’s systems and servers on which Gift Cardholder Data or Gift Card Transaction data is stored and;
          2. protect against unauthorised access to or use of the Company’s systems and servers on which Gift Cardholder Data or Gift Card Transaction data is stored.
    2. Data Backup
       1. You shall maintain, for the longer of ten (10) business days or the number of days required under any Rule, adequate records, including backup on magnetic tape or other electronic media, of Gift Card Transactions from which lost or damaged items or data can be reconstructed.
       2. You assume all responsibility and liability for any loss or damage resulting from failure to maintain such records.
    3. Transmission of Data
       1. The responsibility and expense for transmission of Gift Card Transaction and other data between the Company and you, and the risk of loss for data and media transmitted between the Company and you, shall be borne by you.
       2. Data lost by the Company following receipt shall, at the Company’s election, either be:
          1. restored by the Company from its backup media or;
          2. reconstructed from your backup media at no additional charge to you.
    4. Reliance on Data
       1. The Company will provide the Gift Card Services on the basis of information furnished by you.
       2. The Company shall be entitled to rely upon any such information or instructions as provided by you.
       3. If any error results from incorrect input supplied by you, you shall be responsible for discovering and reporting such incorrect input and/or error and supplying the data necessary to correct such input and/or error to the Company for processing at the earliest possible time.
       4. The Company will rely on your instructions and directions in administering the Gift Card Program and will not be responsible for any liability arising from the Company’s performance in accordance with your instructions.
11. Proprietary Interests
    1. No Transfer of Proprietary Rights. You shall have no interest whatsoever, including copyright interests, franchise interests, license interests, patent rights, property rights or other interest in the Gift Card Program and/or Gift Card Services.
    2. No Transfer of Patent Rights. These Product Specific Terms and Conditions: Gift Card is not to be construed as granting you any patent rights or patent license in any patent which the Company may obtain in respect of the Gift Card Program, Gift Card Services or the Company’s software or equipment.
    3. No Duplication or Reverse Engineering of Proprietary Rights. You will make no attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow charts, source and object code, schematics or operation of, or otherwise attempt to reverse engineer any Company provided equipment or software.
12. Confidentiality
    1. Company Systems and Information
       1. You acknowledge that you have no rights in any Company software, systems, documentation, guidelines, procedures and similar related materials or information used to administer the Gift Card Program or provide the Gift Card Services or any modifications thereto provided by the Company, except with respect to your use of the same in accordance with and during the term of the Agreement to process the Gift Card Transactions.
       2. It is acknowledged and agreed that you are the owner of your Gift Cardholder Data and Gift Card Transaction data and that the Company shall have the right to freely use such data during and after the term of the Agreement to administer and operate the Gift Card Program, perform its obligations under the Agreement and for any other legal purpose and may share such data with third parties, including, but not limited to, the Participating Merchants and Company’s third-party service providers. You agree that the Company may aggregate the Gift Cardholder Data and Gift Card Transaction data with other Company data and that the Company shall be the sole owner of such aggregated data and may rent, license, sell or otherwise use such aggregated data with third parties.
       3. Furthermore, by your selecting or using the Go Mobile, Social Sharing or other Online Gifts-Gift Card Program features, you agree that Company may provide your name, contact information, location, website address, and other of your credentials to Facebook for use in Facebook’s gift card marketplace or other online social media program designed to drive consumers to local merchants.
    2. Confidentiality
       1. Except as otherwise set forth in the Agreement, you and the Company each agrees that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest confidence all information and data owned by the other party (or for which the other party has an obligation of confidentiality) (including, without limitation, the terms of the Agreement, and any other information related to the Company’s administration of the Gift Card Program and the Gift Card Services, all of which the parties agree belong to Valutec and New Payment Innovation Limited, as applicable) and that it will safeguard such information and data by using the same degree of care and discretion that it uses to protect its own confidential information, which shall in no case be less than a commercially reasonable standard of care.
       2. No party will be obligated to maintain the confidentiality of information:
          1. that is released in the public domain through no act of the receiving party in breach of the Agreement,
          2. that was in the possession of the receiving party prior to its disclosure under the Agreement, and the receiving party can prove such possession,
          3. that is received from another source that has no restriction on use or disclosure, or
          4. that is required to be disclosed by any Rule, provided that the receiving party provides the disclosing party with notice and an opportunity to oppose or condition the disclosure. The Company shall have the right to inspect your premises to ensure that confidential information is properly protected from disclosure, damage or theft. Each party agrees to destroy or return any confidential information of the other party, upon the request of the other party or the termination of the Agreement, except that either party may retain a copy to comply with applicable Rules so long as such party continues to maintain the confidentiality of such confidential information.
13. Gift Card Production
    1. Production Related Fees. The Gift Card order form specifies certain production-related prices for magnetic stripe Gift Cards to be used in connection with the Gift Card Program.
    2. Current Pricing. Pricing for Gift Card orders shall be at the Company’s applicable pricing in effect at the time of the order (which shall be available from the Company upon request at the time of the order).
    3. Production of Gift Cards. Notwithstanding anything to the contrary set forth in Section 5.6, you shall not be obligated to purchase Gift Cards from the Company; provided, however, that Gift Card data, transaction and other Fees (as set forth on the Application), as applicable, still apply to such Gift Cards.
    4. Purchasing of Gift Cards. If you elect to purchase Gift Cards from the Company, the Company will arrange for the Gift Card production, and you will be charged for the Gift Cards.
    5. Form and Content of Gift Cards. The form and content of, and any language on, Gift Cards shall be subject to the Company’s approval, which approval shall not be unreasonably withheld.
    6. Gift Card Expiration Dates. To the extent permitted by applicable Rules, you may provide for an expiration date for any Gift Card, so long as that expiration date and any other required disclosures are clearly printed on the Gift Card in compliance with all applicable Rules.
    7. Your Responsibility for Rules. You shall be solely responsible for complying with all applicable Rules relating to the Gift Cards and the Gift Card Program. The Company’s approval of any or all limits, policies or procedures pertaining to the Gift Card Program or any language on, or content or form of, any Gift Cards shall in no way constitute or be construed as the Company’s warranty or endorsement that the Gift Card Program or such Gift Cards comply with any Rule.
14. Disclaimer of Warranties
    1. EXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, THE SERVICES AND PRODUCTS ARE PROVIDED BY THE Company WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE Agreement NOR ANY DOCUMENTATION FURNISHED UNDER IT (INCLUDING, WITHOUT LIMITATION, ANY Gift Card ORDER FORM OR OTHER FORM PROVIDED BY THE Company TO YOU) IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY BY THE Company THAT THE SERVICES OR PRODUCTS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. ANY SECURITY MECHANISMS INCORPORATED IN THE SERVICES HAVE INHERENT LIMITATIONS, AND YOU AGREE THAT YOU HAVE INDEPENDENTLY DETERMINED THAT SUCH MECHANISMS ADEQUATELY MEET YOUR SECURITY AND RELIABILITY REQUIREMENTS. FURTHERMORE, YOU AGREE THAT IN THE EVENT THE CERTAIN OR ALL OF THE SERVICES AND/OR Gift Card Program IS DOWN OR OTHERWISE NON-FUNCTIONAL AND NOT ABLE TO VERIFY Gift Card Transactions FOR CUSTOMERS, THE Company WILL NOT PROCESS SUCH TRANSACTIONS. YOU ACKNOWLEDGE THAT THE Company SHALL NOT BE RESPONSIBLE FOR LOST PROFITS OR SALES DUE TO THE MALFUNCTION OF THE SERVICES AND/OR Gift Card Program. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY TRANSACTIONS THAT ARE AUTHORISED BY YOU WITHOUT THE KNOWLEDGE OR WRITTEN CONSENT OF THE Company, AND, IN ADDITION TO THE PROVISIONS OF SECTION 15, WILL WHOLLY INDEMNIFY AND HOLD HARMLESS THE Company FROM AND AGAINST ANY AND ALL DAMAGE, LOSS, LIABILITY, CONSEQUENTIAL DAMAGE, EXPENSE, CLAIM OR OBLIGATION ARISING IN CONNECTION THEREWITH.
15. Indemnification
    1. The Company and you agree that they shall, as the “Indemnifying Party”, each indemnify and hold harmless the other party and its officers, directors and shareholders, as the “Indemnified Party”, from any and all loss, cost, expense, claim, damage and liability (including attorney’s fees and court costs) paid or incurred by the Indemnified Party, to the extent it arises from third party claims, caused by, or is attributable to:
       1. the failure or breach by the Indemnifying Party or its representatives to abide by the terms and/or provisions of the Agreement;
       2. the violation by the Indemnifying Party or its representatives, of any applicable laws, regulations or court orders relating to the Agreement; or
       3. gross negligence, wilful misconduct or any act or omission by the Indemnifying Party or its representatives.
16. Term and Termination
    1. Coterminous with Merchant Services Agreement. Your use of the Gift Card Services and these Product Specific Terms and Conditions: Gift Card shall be coterminous with the term of the Merchant Services Agreement.
    2. Company Termination, and Conversion
       1. In addition to the termination rights under the Merchant Services Agreement, the Company may, in its sole discretion, terminate the Gift Card Services at any time upon thirty (30) days’ prior notice to you.
       2. It is your sole responsibility to accomplish the conversion of your Gift Card processing upon the termination of the Gift Card Services and/or the Agreement.
17. Laws and Regulations
    1. You shall comply with the Consumer Rights Act of 2015 and the Payment Service Regulations 2017 (PSR 2017) and all regulations of the Financial Conduct Authority including but not limited to Regulation 120 of the PSR 2017 in relation to Gift Card Transactions and the Supply of Gift Cards under the Gift Card Program.
18. Post-Termination Duties
    1. Discontinuation of Sale of Gift Cards. Following the termination of the Gift Card Services or the Agreement for any reason, you will immediately cease selling Gift Cards.
    2. Conversion Assistance. The Company shall provide you, at your expense, assistance to facilitate the orderly transition of the Gift Card Program to you or your designee (“Conversion Assistance”). Before providing any Conversion Assistance, you agree to pay the Company a conversion assistance fee equal to the greater of: (a)£459.00 per location; or (b) up to a maximum of £1,392.00, 10% of the aggregate amount of all unused account balances of all Gift Cards issued by you for the Company’s standard conversion assistance plus, where applicable, the amount of Company’s good faith estimate for any custom programming or other custom services requested by you.
    3. Conversion Obligations. You agree that, prior to or upon the termination of the Gift Card Services and/or the Agreement, you must either (A) refund the unused account balances of Gift Cards issued by you to the Gift Cardholders, (B) transfer the unused account balance of each Gift Card issued by you to another gift card program providing the Gift Cardholder with access to such unused account balance, or (C) reach a mutual agreement with the Company to provide continuation of the Gift Card Program; provided, however, that, in the event there are one or more other Participating Merchants, you must, prior to or upon the termination of Gift Card Services and/or the Agreement, pay the aggregate amount of all unused account balances of all Gift Cards issued by you, in the form of a lump sum payment, to any other Participating Merchant or other third party designated by the Company, for the benefit of the other Participating Merchants, so that funds will be available for all unused account balances of Gift Cards issued by you to be redeemed at the other Participating Merchants.
    4. Responsibility for Account Balances. You agree and acknowledges that you are solely liable to the Gift Cardholders of Gift Cards issued by you for all account balances during and after the term of the Agreement.
19. Merchant’s Responsibility for Gift Card Usage
    1. You understand and agree that you shall be solely responsible and liable for all Gift Card usage including usage resulting from stolen, lost, expired or unauthorised Gift Cards. Notwithstanding anything in the Agreement to the contrary, you further hereby understand and agrees that the Company will not be responsible or liable for any funds incorrectly or not transferred as a result of:
       1. insufficient funds in your account or any account of the Participating Merchants;
       2. any change or changes in your banking or bank account information or any of the Participating Merchants;
       3. errors that directly result from information provided by you, any of the other Participating Merchants or any other third party; or
       4. other unintentional errors made by the Company in providing the Gift Card Services.
20. Limitation of Liability
    1. Limitations of Amounts, Claim Periods, and Types of Claims. Neither Company nor anyone acting on Company’s behalf shall be liable for failure to provide the Gift Card Services if such failure is due to any cause or condition beyond such party’s reasonable control, which shall include, but shall not be limited to, 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, breakdowns, operational failures, electrical power failures, communications failures, unavoidable delays, the errors or failures of third-party systems, or other similar causes beyond such party’s control. The liability of the Company and anyone acting on the Company’s behalf for any loss arising out of or relating in any way to the Gift Card Program. Gift Card Services, and these Product Specific Terms and Conditions: Gift Card, including, but not limited to, the unavailability or malfunction of the Gift Card Services, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed the greater of: (A) £838.00; or (B) the aggregate amount of Fees paid by you to the Company for Gift Card 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.
       1. This shall be the extent of liability of the Company and anyone acting on the Company’s behalf arising out of or relating in any way to the Gift Card Program and Gift Card Services, including alleged acts of negligence, breach of contract, or otherwise and regardless of the basis on which any legal or equitable action may be brought against the Company or anyone acting on the Company’s behalf, and the foregoing shall constitute your exclusive remedy. Under no circumstances shall the Company or anyone acting on the Company’s behalf be liable for any lost profits, lost interest, or special, consequential, punitive or exemplary damages arising out of or relating in any way to the Gift Card Program and Gift Card Services. It is agreed that in no event will the Company or anyone acting on the Company’s behalf be liable for any claim, loss, error, damage, or expense arising out of or relating in any way to the Gift Card Program and Gift Card Services that is not reported in writing to Company by you within forty-five (45) days of the act or omission to act that resulted in such claim, loss, error, damage, or expense.
    2. Waiver of Claims. You expressly waive any such claim not brought within the time period set forth in the immediately preceding sentence.
21. Taxes
    1. All fees and prices charged to you in connection with the Agreement, any Gift Card order form, or any other form provided by the Company to you, are exclusive of sales tax. You shall be responsible for any value added tax or other similar taxes that may be imposed as a result of the Agreement, any Gift Card order form, or other form provided by the Company to you, or the Gift Card Program (except taxes imposed upon the Company’s taxable net income).
22. Legal
    1. Legal Fees. If the Company defends or enforces any of its rights under the Agreement in any collection or legal action, you agree to reimburse the Company for all costs and expenses, including reasonable legal fees, as a result of such collection or legal action. You waive trial by jury with respect to any litigation arising out of or relating to the Agreement.
    2. Venue. The Company and you agree that any and all disputes or controversies of any nature whatsoever (whether in contract, tort or otherwise) arising out of or in connection with or relating to, the Gift Card Program, Gift Card Services, the relationships that result from same, or the validity, scope, interpretation or enforceability of the choice of law and venue provisions in these Gift Card Program, including the Gift Card Services, shall be governed by the laws of the State of Ohio notwithstanding any conflicts of laws rules and shall be brought in either the state or federal courts in Cincinnati, Ohio or Hamilton County, Ohio.
    3. Actions Brough in Individual Capacity. The Company and you also agree that any and all such disputes or controversies shall be resolved on an individual basis without resort to any form of class action and shall not be consolidated with the claims of any other parties.
    4. Third Party Beneficiaries. You further agree that the Company may provide a copy of these Product Specific Terms and Conditions: Gift Card to any other Participating Merchant, who will be deemed a third-party beneficiary of the Agreement, for the purpose of bringing an action under the Agreement in the name of such Participating Merchant solely to enforce any breach by you of a representation, warranty, term or provision in these Product Specific Terms and Conditions: Gift Card.
23. Complete Agreement
    1. These Product Specific Terms and Conditions: Gift Card (including any Gift Card order forms or other form provided by the Company to you subsequently submitted by you and accepted by the Company) embodies the parties’ final, complete and exclusive agreement with respect to the Gift Card Program and the Gift Card Services.
       1. These Product Specific Terms and Conditions: Gift Card shall supersede all prior and contemporaneous agreements, understandings and representations, written or oral, with respect to the Gift Card Program and the Gift Card Services.
24. Notices
    1. All notices required by these Product Specific Terms and Conditions: Gift Card shall be in writing.
    2. All notices sent to the Company shall be sent by overnight courier, or regular or certified mail and shall be effective upon actual receipt by the General Counsel of: Valutec at 8500 Governors Hill Drive, Symmes Township, Ohio 45249, United States and/or New Payment Innovation Limited at 3010 Lake Drive, Citywest, Dublin D24 R98P, Ireland, as applicable; (or at such other address provided in writing by the Company to you).
    3. Effective Date of Notice. All notices sent to you shall be sent by email, overnight courier, or regular or certified mail and shall be effective upon actual receipt at the email address or physical address provided by you in the Application (or at such other email address or physical address for you on file with the Company).
25. Assignability
    1. You shall not assign, subrogate or transfer any interest, obligation or right arising out of the Agreement without prior written consent from the Company, which shall not be unreasonably withheld.
26. Amendments
    1. These Product Specific Terms and Conditions: Gift Card may only be amended in a writing signed by the Company and you. Notwithstanding the previous sentence:
       1. any and all fees and charges payable under these Product Specific Terms and Conditions: Gift Card and/or Application may be changed immediately by the Company upon notice to you in accordance with Section 8; and
       2. The Company may provide you either an amendment to these Product Specific Terms and Conditions: Gift Card or an entirely new Product Specific Terms and Conditions: Gift Card, which amendment or new Product Specific Terms and Conditions: Gift Card will be binding upon you if you or any other Participating Merchant submits to the Company a Gift Card Transaction after the effective date of such amendment or new Product Specific Terms and Conditions: Gift Card.