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Terms and Conditions

 

These Terms and Conditions set out the basis on which Blue Scorpion Ltd will provide the Services and IP Protect Lite Devices as set out in the accompanying Order Form. Please read these Terms and Conditions carefully before signing the Order Form. Once the Contract is in place, these Terms and Conditions will be binding on both parties.

1. DEFINITIONS

In these terms, the following words have the following meanings:

"Acquirer" means the financial services company to which Your Payment Transactions instructions are routed for authorisation and settlement.

"Cardholder Data" means Cardholder Data as defined by the PCI DSS (Data Security Standards).

“Central Cloud Management System” means the cloud based network provided by Us to which the IP Protect Lite Device(s) are connected.

“Charges” means all charges to be paid by You in connection with the provision of the IP Protect Lite Solution as set out in the Order Form.

“Compromised Payment Card Data Expense Insurance” means the insurance policy as more particularly described in the Schedule.

“Confidential Information” has the meaning given in clause 15.1.

"Contract" means a contract formed under these Terms and Conditions together with the signed Order Form and any additional terms as may be referred to herein.

“Contract Period” means the Initial Term and any subsequent term until the Contract is terminated.

“Customer Cause” means when You (or any third party in circumstances where the IP Protect Lite Solution or any party of it is in Your possession or control) are responsible for damage caused which shall include but not be limited to damages caused by:

I. any failure to comply with User Documentation;
II. any act, omission, neglect or misuse by You or anyone acting on Your behalf;
III. any modification, adjustment or repair made to the IP Protect Lite Solution (or any part of it) other than by Us or anyone acting on Our behalf;
IV. use of the IP Protect Lite Solution with any equipment not permitted by this Contract;
V. Your further use of the IP Protect Lite Solution following the discovery of a defect; or
VI. any breach by You of this Contract.

“Customer Infrastructure” means the technology and communication infrastructure to be provided and maintained by You to enable You to operate the IP Protect Lite Solution, including but not limited a compatible payment terminal, broadband internet connection, mains electrical power. Details of the required Customer Infrastructure will be provided in the User Documentation or by Us upon request.

“Fault” means when the IP Protect Lite Solution or any part thereof does not materially comply with the Specification.

“Initial Term” means the Initial Term set out in the Order Form, subject to earlier termination by Us in accordance with these terms and conditions.

“Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, rights in software, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.

“IP Protect Lite Device” means the hardware device supplied by Us described in the Order Form, which shall include any software as is installed onto such IP Protect Lite Device by us and as more particularly described in the Schedule.

“IP Protect Lite Portal” means the platform You are granted access to following installation of the IP Protect Lite Device.

“IP Protect Lite Solution” means the IP Protect Lite Device and the Services as are made available by Us to You as more particularly described in the Schedule.

“On Demand Marketing Analytics” means those services as described in the Schedule.

“Order Form” means the IP Protect Lite Solution order form setting out Your details, the IP Protect Lite Devices(s), the Charges, the Initial Term and other applicable information.

“Our” “Us” and “We” means Blue Scorpion Ltd a company registered in England and Wales with company number 04717852 whose registered office is at Unit C7-8 Spectrum Business Centre, Anthonys Way, Rochester, Kent, ME2 4NP.

"Payment Transaction" means a debit/credit card transaction processed with the intention of the debit/credit card holder incurring a liability resulting in monies being received from the debit/credit card issuer to Your Acquirer and credited to Your bank account.

“PCI SSC” means the Payment Card Industry Security Standards Council.

“Personal Data” has the meaning given in the General Data Protection Regulation (GDPR) and The Data Protection Act 2018

(DPA) or any replacement legislation.

“Private WiFi Services” means those services as described in the Schedule.

“Public WiFi Services” means those services as described in the Schedule.

“Replacement Cost” means the amount charged beyond month 3 of installation to replace the IP Protect Lite Device in the event of failure, or it becomes lost or stolen.

“SAQ” means the self assessment questionnaire that is submitted to PCI SSC.

“Services” such services as described in the Schedule which are provided by Us in connection with the Contract.

“Shipping Address” means the address for delivery of the IP Protect Lite Device as indicated on the Order Form.

“Specification” means the description and specification of the IP Protect Lite Solution as set out in the Schedule, as updated by Us from time to time.

“Support Services” means the support and maintenance services provided by Us in relation to the IP Protect Lite Solution as set out in clause 8.

“Technical Requirements” means such technical requirements as made known by Us from time to time in relation to the Customer Infrastructure to enable the operation of the IP Protect Lite Solution.

“Terms and Conditions” means the terms and conditions set out in this document.

“User Documentation” means all instructions, guides and manuals as may be made available by Us or any relevant third party in relation to the use and operation of the IP Protect Lite Solution and any part of it.

“Uncontrolled Factors” means such factors, elements, events or circumstances which may be relevant to the provision of the IP Protect Lite Solution but which are outside of Our reasonable control, which shall include but not be limited to the Customer Infrastructure, the internet, the Acquirer, any telecommunications infrastructure and communications equipment (other than that which is owned by Us or under Our control), changes in the law or regulations, requirements or actions of the police or other government authorised body.

“Working Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“You” or “Your” means the company, partnership, LLP, sole trader or other entity named in the Order Form.

 

2. BASIS OF THE CONTRACT

2.1. We agree to provide the Services to You for the Contract Period in accordance with these Terms and Conditions.
2.2. Where detailed in the Order Form, We will provide You with the IP Protect Lite Device(s) set out in the Order Form to enable You to receive the Services.
2.3. The Order Form shall only be deemed to be accepted when We issue written confirmation of acceptance of the Order Form, or if earlier, when We commence the provision of the Services, at which point and on which date the Contract shall come into existence. If You do not receive written confirmation of acceptance of the Order Form within 2 Working Days of returning it to Us, please let Us know.
2.4. The Contract constitutes the entire agreement between You and Us. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which is not set out in the Contract.
2.5. These Terms and Conditions apply to the Contract to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No variation of the Contract shall be effective unless it is in writing and signed by one of Our authorised representatives.

 

3. PROVISION OF IP PROTECT LITE DEVICE(S) AND SERVICES

3.1. Following agreement of an Order Form, We shall endeavour to deliver the IP Protect Lite Device(s) to the Shipping Address shown in the Order Form within 7 days of the date of  the Order Form or as otherwise notified to You by Us. Time in relation to such delivery or in relation to the provision of the Services shall not be of the essence.
3.2. You shall ensure that someone is available at the Shipping Address shown in the Order Form to take delivery of the IP Protect Lite Device(s). If We attempt to deliver anything to You and such delivery is not accepted We shall endeavour to leave notice of such attempted delivery and shall make a further attempt. If such further attempt again fails, You shall be responsible for all storage, re-stocking and redelivery costs which result.
3.3. Following installation of the IP Protect Lite Device(s) We will provide such Services as are selected on the Order Form and more particularly described in the Schedule.
3.4. If Our performance of any of Our obligations under the Contract are prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Customer Default”):

3.4.1. We shall without limiting Our other rights or remedies have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations to the extent the Customer Default prevents or delays Our performance of any of Our obligations;
3.4.2. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 3.3; and
3.4.3. You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Customer Default.

 

4. TITLE AND RISK

4.1. Title to the IP Protect Lite Device(s) shall pass to You upon the later of: (i) delivery of the IP Protect Lite Devices(s) to the Shipping Address shown on the Order Form; or (ii) payment by you in full of the Charges for the IP Protect Lite Devices(s).
4.2. Until title to the IP Protect Lite Device(s) has passed to You under clause 4.1, You shall hold the IP Protect Lite Device(s) on trust for Us and store the IP Protect Lite Devices(s) separately from other goods and ensure they are protected from damage or theft and that they are identifiable as Our property.
4.3. Risk in the IP Protect Lite Device(s) shall pass to You from the time of delivery whether such delivery is made to You or any third party.
4.4. You must inspect the IP Protect Lite Device(s) upon delivery and notify Us in writing within 2 Working Days if there are apparent defects or damages. If You do not notify Us within this period You will be deemed to have accepted the IP Protect Lite Device(s).

 

5. CHARGES

5.1. You must pay all Charges as provided for in the Order Form as are invoiced by Us under this Contract from time to time using the payment options We make available.
5.2. You must pay the Charges as follows unless alternative payment terms are agreed by Us in the Order Form:

5.2.1. the Charges for the IP Protect Lite Device(s) (as set out on the Order Form) are payable in full in advance. Delivery of the IP Protect Lite Device(s) will not occur prior to receipt of such Charges;
5.2.2. the other Charges will be payable in monthly instalments, payable in advance.

5.3. The Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by You at the then current rates.
5.4. All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.5. If We have not received any payment due under the Contract by the due date for payment then without prejudice to Our other rights and remedies:

5.5.1. We may disable or suspend access to the IP Protect Lite Solution (in whole or in part) and We shall be under no obligation to provide the Services while the invoice(s) concerned remain unpaid; and
5.5.2. You shall pay interest on the overdue amount at the rate of 4% per annum above the then current base rate of Barclays Bank UK plc. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

 

6. YOUR OBLIGATIONS

6.1. You undertake and agree:

6.1.1. to configure the IP Protect Lite Device(s) in accordance with the User Documentation;
6.1.2. to provide and maintain the Customer Infrastructure and ensure that it complies with the Technical Requirements;
6.1.3. to provide cooperation and assistance as we may reasonably require in accordance with the provision of the Services;
6.1.4. to provide or procure the provision of such access as We may require to any of the IP Protect Lite Solution whether remote, onsite or otherwise;
6.1.5. to tell Us of any change in Your address or bank details and provide Us with any information (including that relating to Your financial position) that We may reasonably require in connection with You or the IP Protect Lite Device(s) or Services provided under the Contract;
6.1.6. not to use the IP Protect Lite Solution for anything unlawful, immoral or improper, or in breach of any third party rights, and not to be directly or indirectly involved or to knowingly, recklessly or negligently permit any other person to be involved in any fraud or any fraudulent, illegal or improper activity and shall notify Us immediately upon becoming aware of any such fraud or activity. You agree to implement and comply with such procedures and rules adopted by Us from time to time concerned with fraud or any fraudulent, illegal or improper activity;
6.1.7. to obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to commence;
6.1.8. to be responsible for the security and proper use of user names, passwords and security check words used in connection with the Services and You must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised parties and under no circumstance should logins or passwords be shared with any other user of the Services;
6.1.9. to immediately inform Us if there is any reason to believe that a user name, password or security check word has, or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way;
6.1.10. not act or omit to act in any way which will or may injure or damage any persons or the property of any persons (whether or not employees, agents or representatives of Us), or howsoever cause the quality of the Services to be impaired;
6.1.11. to only use and maintain the IP Protect Lite Solution in accordance with the User Documentation, or otherwise in accordance with Our instructions and not to send, receive, upload, download or otherwise facilitate any material which is offensive, indecent, defamatory, of a menacing nature, a nuisance, a breach of privacy or otherwise unlawful. You shall use all reasonable endeavours to prevent the use of the Services for spamming, malicious communications or any similar activities to these and comply with all Our and/or generally accepted industry requirements, guidelines and similar documents of instructions including without limitation those in relation to location based services, adult content services and the protection of minors through controlling access to such services by means of barring of handsets or similar means;
6.1.12. not to allow (whether directly or indirectly) any alteration to the configuration of the IP Protect Lite Device(s) or any of their constituent parts without obtaining Our prior permission; and
6.1.13. not copy, reproduce, translate, reverse engineer, adapt, vary or modify the IP Protect Lite Solution (or any part of it, including without limitation the software) except as expressly permitted by law.
6.1.14. not to connect outdated payment terminals with an unsupported PIN Transaction Security (PTS) device level  to the IP Protect Lite Solution (or any part of it, including without limitation the software) except as expressly permitted by law. For guidance on supported levels refer to the PCI Security Standards Websites.

6.2. You expressly represent and warrant to Us that:

6.2.1. You are legally entitled and authorised to enter into the Contract;
6.2.2. You will not infringe any Intellectual Property Rights in the IP Protect Lite Solution; and
6.2.3. all the information provided by You whether in the Order Form or otherwise is complete and accurate.

6.3. You undertake to indemnify Us on demand against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by You to comply with the terms of the Contract.

7. IP PROTECT LITE SOLUTION

7.1. We warrant that, throughout the term of the Contract:

7.1.1. We shall provide the Services with reasonable skill and care;
7.1.2. the IP Protect Lite Solution will materially comply with the appropriate part of the Specification; and
7.1.3. the IP Protect Lite Solution will provide network security to a level that enables You to answer a significant proportion of the SAQ positively.

7.2. We shall not be obliged to provide you with any Services, or be liable for any loss, claim, damage, expense or liability of any nature whatsoever suffered by You and / or any third party as a result of any failure and / or fault in the IP Protect Lite Solution or any part of it which results from:

7.2.1. any malfunction or failure of any nature whatsoever in the Customer Infrastructure; or
7.2.2. any malfunction or failure which is caused by any Uncontrolled Factors or by a Customer Cause.

7.3. We do not warrant that access to the IP Protect Lite Solution or the provision of the Services will be uninterrupted or error or virus free and You acknowledge that there is a risk that Your communications may be intercepted or accessed by those other than the intended recipient.
7.4. The warranties in this clause 7 are subject to the compliance by You of the Terms and Conditions of this Contract and any breach of them may negate the effect of these warranties.
7.5. We shall be entitled at any time, without liability to You to:

7.5.1. improve, modify, suspend, test, maintain, withdraw or repair the Services in whole or in part even if this requires suspending the operation of the Services provided We shall use reasonable endeavours to minimise the disruption resulting therefrom;
7.5.2. improve, modify, suspend or withdraw the Services in whole or in part and in order to prevent or limit the incidence of any fraud or to facilitate the early detection of any fraud; and
7.5.3. We shall endeavour to give You as much notice as is reasonably practicable in the circumstances in advance of any improvement, modification, suspension, withdrawal, discontinuance, testing, maintenance or repair referred to above.

7.6. You acknowledge that We are not the manufacturer of the hardware in the IP Protect Lite Device and that other than  as set out in clause 7.1.2 We make no warranties in respect of the hardware in the IP Protect Lite Device.
7.7. We shall not be obliged to provide You with any services which fall outside the scope of Services defined under these Terms and Conditions.
7.8. All samples, drawings, descriptive material, specifications and advertising issued by Us or contained in Our marketing information, are issued or published for the sole purpose of giving an approximate idea of the IP Protect Lite Solution (or relevant part of it).  Unless expressly set out in this Contract they shall not form any part of this Contract and imply no warranty in relation to the IP Protect Lite Solution.
7.9. To the extent that We breach any of the warranties and none of the exclusions set out in this clause 7 apply, Your sole remedy will be the provision of the Support Services set out in clause 8 and where appropriate a suitable fix.

8. SUPPORT SERVICES

8.1. We provide the following Support Services in relation to the IP Protect Lite Solution provided to You by Us:

8.1.1. Access to a telephone help desk service available between the hours of 8.00am and 8.00pm Monday to Saturday and 10:00am to 5.00pm on Sundays and Bank Holidays (excluding Christmas Day, Boxing Day and New Year’s Day) save in respect of Support Services for installation of the IP Protect Lite Solution when access will be between the hours of 9.00am and 5.00pm Monday to Friday (excluding Bank Holidays, Christmas Day, Boxing Day and New Year’s Day).
8.1.2. If the IP Protect Lite Solution develops a Fault You must report this to Us as soon as possible via the help desk service giving Us as much detail as possible about the Fault.
8.1.3. If the help desk service confirms the existence of the  Fault and provided none of the exclusions listed in clause 7 apply We will provide an appropriate fix and if We deem necessary, the IP Protect Lite Device will be replaced. Replacement will be free of charge if inside the first 3 month period following installation. From month 4 onwards, any fault, regardless of type i.e. failure to perform, lost, or stolen will otherwise be in accordance with the full Replacement Costs for the IP Protect Lite Device.
8.1.4. The replacement IP Protect Lite Device will be of substantially the same specification to that being replaced but such replacement IP Protect Lite Device may not be new.
8.1.5. Our provision of the Support Services (including any replacement) is subject to Your compliance with the terms of the Contract, including payment of the relevant Charges.
8.1.6. Contractually We will not access the Services unless instructed to do so by You or we receive a notification from the IP Protect Lite Solution notifying us of a problem which may have a negative impact on a Payment Transaction. If We access the IP Protect Lite Solution We will notify you by Telephone, Email, SMS or in automated notifications from the IP Protect Lite Solution.

8.2. If any support services are required which are beyond the scope of this Contract, such services will be charged for on a time and materials basis.

 

9. WIFI SERVICES

9.1. This clause 9 is applicable to the extent the Private WiFi Services and Public WiFi Services (“WiFi Services”), and On Demand Marketing Analytics are provided by Us as indicated on the Order Form.
9.2. To enable Us to provide the WiFi Services to Your end users, they shall be granted access to a WiFi landing page which will require them to agree to such documents as We provide to such end users from time to time.
9.3. In the event the Services include the On Demand Marketing Analytics You must also procure the provision of the WiFi Services.
9.4. Compliance by You with clause 9.3 and acceptance of such documents as We provide to Your end users from time to time is necessary for You to receive the On Demand Marketing Analytics and we shall not be liable to You for not providing the On Demand Marketing Analytics in the event of any non-compliance.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All Intellectual Property Rights which exist in the IP Protect Lite Solution shall at all times remain vested in Us, or where applicable with Our licensors.  Nothing in this Contract shall transfer any such rights to You and Your right to use such Intellectual Property Rights shall be limited to such use as is expressly provided for under this Contract.
10.2. You shall promptly notify Us if You become aware of any circumstances where any part of the IP Protect Lite Solution infringes the Intellectual Property Rights of any third party or where any third party infringes (or may infringe) any of the Intellectual Property Rights that exist in the IP Protect Lite Soluion (or any part of it).
10.3. Following any such notice under clause 10.2 above:

10.3.1. We shall, in Our absolute discretion, determine what action if any shall be taken in respect of the matter; and
10.3.2. We shall have sole control over and shall conduct any consequent action as it shall deem necessary.

10.4. The provisions of this clause 10 set out Our entire liability in respect of the infringement by the IP Protect Lite Solution (or any part of it) of the Intellectual Property Rights of any third party.
10.5. To the extent that We are able, We will use reasonable endeavours to pass the benefit of any Intellectual Property Rights protection provided by any manufacturer of the IP Protect Lite Device on to You but You acknowledge that We provide no protection regarding Intellectual Property Rights in the IP Protect Lite Device.

11. LIABILITY

11.1. You acknowledge that You have selected the IP Protect Lite Solution and Services as being suitable for Your requirements. The Contract sets forth the full extent of Our obligations to You. In particular, other than as expressly set out in this Contract, We exclude all conditions, warranties or other terms, express or implied, in relation to the IP Protect Lite Solution, including as to quality, fitness for a particular purpose or any other kind whatsoever. Any condition, warranty or other term concerning the IP Protect Lite Solution,  which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.
11.2. Nothing in the Contract shall exclude or in any way limit Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded by law.
11.3. Without prejudice to clause 11.2, We shall not be liable whether in contract, tort (including negligence), misrepresentation or otherwise, for:

11.3.1. loss of profits;
11.3.2. loss of revenue;
11.3.3. loss of use;
11.3.4. loss of business or missed opportunities;
11.3.5. loss of goodwill;
11.3.6. loss or corruption of data;
11.3.7. loss of reputation; or
11.3.8. any indirect or consequential loss or damage,

in each case whether direct or indirect, however caused, even if foreseeable.

11.4. Without prejudice to clause 11.2, Our maximum aggregate liability in relation to this Contract (including any liability for breach of contract or for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall not in any 12 month period (commencing on the start date of this Contract and its anniversary thereafter (the “Period”)) exceed the Charges paid or payable to Us under this Contract during such Period.

 

12. TERM AND TERMINATION

12.1. Subject to earlier termination in accordance with clause 12.2 or 12.3, the Contract shall continue for the Initial Term and thereafter unless terminated by either party giving the other not less than 3 months’ notice in writing to end on or after the last day of the Initial Term.
12.2. We may terminate the Contract at any time if:

12.2.1. You do not pay any of the Charges or any other sums agreed to be paid under the Contract punctually on the due date for payment;
12.2.2. You breach any other term of Contract which (if it is capable of remedy) has not been remedied by You within 30 days of notice from Us requiring it to be so;
12.2.3. You have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of Your assets, or You enter into or propose any composition or arrangement with Your creditors generally, or are unable to pay Your debts (within the meaning of section 123 of the Insolvency Act 1986), or become insolvent or bankrupt or are subject to an order or a resolution for Your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or
12.2.4. We have reason to believe that any of the events listed above is likely to occur.

12.3. If You wish to terminate the Contract prior to the expiry of the Initial Term You must give Us 3 months written notice and You shall pay the Charges in relation to the unexpired portion of the Initial Term as follows:

12.3.1. if termination occurs within the first 12 months of the Contract You shall, in relation to the remainder of the first 12 months of the Contract, pay 100% of the Charges that would have been paid had the Contract not been terminated and in addition You shall pay 75% of the Charges that would have been paid following the first 12 months for the remainder of the Initial Term had the Contract not been terminated;
12.3.2. if termination occurs after the first 12 months of the Contract You shall pay 75% of the Charges for the remainder of the Initial Term that would have been paid had the Contract not been terminated.

12.4. Exception(s) to Clause 12.3 arise when We offer any incentives or promotions which relate to an introductory offer with an agreed cooling off period as outlined in the Order Form.
12.5. Charges payable under clause 12 shall be paid within 30 days of the date of Our invoice and any termination shall be conditional on such Charges being received by Us in cleared funds.
12.6. Without prejudice to clause 7.6, We shall have the right at any time without notice and without liability to suspend the Services or any part thereof and/or disconnect the IP Protect Lite Solution in any of the following circumstances:

12.6.1. if the quality of the Services may be or is impaired or otherwise adversely affected due to any act or omission of You or allowed by You;
12.6.2. if We become aware of, or have reasonable cause to believe that, fraudulent or unlawful use of the IP Protect Lite Solution and/or the Services is taking place; or
12.6.3. if You fail to pay any sums when due, We receive notice that your direct debit mandate has been cancelled or You fail to comply with Your obligations under the Contract,

and You will remain liable to pay all Charges due under the Contract notwithstanding any unavailability, suspension or disconnection of the Services.

12.7. If disconnection occurs by reason of clause 12.6, We may charge a reasonable fee for any subsequent reconnection.

13. CONSEQUENCES ON TERMINATION

13.1. On termination of the Contract for whatever reason, You shall pay to Us all arrears of Charges and other sums including interest outstanding under the Contract within 30 days of an invoice for the same issued by Us.
13.2. Where We terminate the Contract in accordance with clause 12.2 prior to the end of the Initial Term, You shall pay Us the  Charges as outlined in Clause 12.3.
13.3. In the event of termination of this Contract, We shall cease to have any obligations to provide the IP Protect Lite Solution to the You and Your right to use the IP Protect Lite Solution shall immediately cease.
13.4. Following termination of this Contract You shall return to Us (or at Our discretion destroy) (and procure such return or destruction) all documentation and Confidential Information in Your possession relating to Us and to this Contract and You shall certify that such return or destruction has been carried out.
13.5. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

 

14. FORCE MAJEURE

14.1. We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of Our obligations under the Contract to the extent that such failure or delay is due to any events outside of their reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, supplier and / or subcontractor delays or failures, municipal failure, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.
14.2. If such period of delay exceeds 30 days then We may terminate the Contract with immediate effect following notice to You.

 

15. CONFIDENTIAL INFORMATION

15.1. You undertake that You shall not at any time, disclose to any person any confidential information concerning Our business, pricing, systems, products, affairs, customers, clients or suppliers (“Confidential Information”) except as permitted by clause 15.2. You shall not use such Confidential Information for any purposes other than performing Your obligations under the Contract.
15.2. You may disclose the Confidential Information:

15.2.1. to Your employees, officers, representatives or advisers who need to know such information for the purposes of carrying out Your obligations under the Contract provided that You ensure that such people comply with this clause 15; and
15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent You are legally permitted to do so, You gives Us as much notice of such disclosure as possible.

 

16. DATA PROTECTION

16.1. The parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 (“the Act”) and any related legislation in so far as the same relates to the provisions and obligations of this Contract.
16.2. To the extent We collect Personal Data from Your customers and for the purposes of the Act, We are a data controller and you are the data processor. We own the Personal Data We collect and We can use such Personal Data in accordance with such documents as We provide to Your customers from time to time. We shall not make such Personal Data available to You other than as provided as part of the Services.
16.3. We warrant that We have in place appropriate technical and organisational security measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
16.4. To the extent We provide any Personal Data to You, You shall:

16.4.1. process the Personal Data only in accordance with the Our instructions from time to time and shall not process the Personal Data for any other purpose other than in relation to Your receipt of the Services;
16.4.2. not transfer the Personal Data outside the European Economic Area or to a third party without Our prior written consent;
16.4.3. take appropriate technical, security and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure compliance with the Act; and
16.4.4. You agree to indemnify Us and keep Us indemnified at Your own expense against all costs, claims, damages or expenses incurred by Us or for which We may become liable due to any failure by You or Your employees or agents to comply with any of Your obligations under this clause 16.

16.5. Under the General Data Protection Regulation (GDPR) and The Data Protection Act 2018 (DPA) You have a number of rights with regard to Your Personal Data. You have the right to request from Us access to and rectification or erasure of Your Personal Data, the right to restrict processing, object to processing as well as in certain circumstances the right to data portability.

16.5.1. If you have provided consent for the processing of your data You have the right (in certain circumstances) to withdraw that consent at any time which will not affect the lawfulness of the processing before your consent was withdrawn.
16.5.2. You have the right to lodge a complaint to the Information Commissioners’ Office if you believe that We have not complied with the requirements of the GDPR or DPA 18 with regard to Your Personal Data.

17. ASSIGNMENT AND OTHER DEALINGS

17.1. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Your rights and obligations under the Contract.
17.2. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Our rights under this Contract and may subcontract or delegate in any manner any or all of Our obligations under this Contract to any third party.

18. NOTICES

18.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

18.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service to the address for that party set out in the Order Form (or such other address as is given by that party for service of notices); or
18.1.2. sent by email to the email address for that party set out in the Order Form (or such other email address as is given by that party for service of notices).

18.2. Any notice shall be deemed to have been received:

18.2.1. if delivered by hand, on signature of a delivery receipt;
18.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the next Working Day after posting;
18.2.3. if sent by email, at 9.00 am on the next Working Day after sending.

18.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

19. THIRD PARTY RIGHTS

Nothing in this Contract shall confer any rights on any third parties by virtue of this Contract and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract.

20. WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

21. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

22. GOVERNING LAW AND JURISDICTION

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

 

SCHEDULE

1. IP Protect Lite Solution

This comprises the Services and the IP Protect Lite Devices and aims to assist You with Your overall PCI SSC compliance obligations by segregating Your Card Data Environment (CDE) network so that sensitive card data is not placed directly on Your open network, therefore reducing the risk of breaches and fines.

2. THE SERVICES

2.1. Access to the IP Protect Lite Portal

You will be granted access to an account on the IP Protect Lite Portal which will contain information about the Services You are to receive.

2.2. Central Cloud Management System

The Central Cloud Management System is used to control the IP Protect Lite Solution. Users have authenticated access to view, authorise merchant acquirer and terminal details to support merchants in relation to their use of the Services.

2.3. Private WiFi Services

A private WiFi Service Set Identifier that can be used for WiFi payment terminals (either hidden from the public or visible) to connect to Our gateway via WiFi.

2.4. Public WiFi Services

A publicly accessible WiFi.  The user will be presented with a landing page where they will register their personal details to gain access to the WiFi service.

2.5. On Demand Marketing Analytics

The On-Demand Marketing Analytics can work in conjunction with the other Services as a “value add”.  You can use the On-Demand Marketing Analytics to capture data (provided by You) and this data is then available via the Blue Scorpion On-Demand Marketing Analytics platform, where the data can be used for marketing purposes, or reporting to drive more footfall into Your premises.

2.6. IP PROTECT LITE DEVICES

The IP Protect Lite Device is provided as part of the service sign up process. The IP Protect Lite Device is installed in the merchant location and provides cardholder data segregation when the terminals are connected into the IP Protect Lite Device.

3. THE COMPROMISED PAYMENT CARD DATA EXPENSE INSURANCE

This provides insurance cover in respect of expenses arising from certain  losses You are contractually obligated to pay to a claimant, including:

•    Card replacement costs;

•    Mandatory audit fees (forensic, legal or IT examination);

•    PCI SSC assessments (monetary assessments or fines); and

•    Related costs (including civil fines where permissible by law).

The insurance is provided subject to the terms and conditions of insurance and the exceptions they contain as set out in the IP Protect Lite Portal.