TRANSACTION PROCESSING

The Merchant acknowledges and accepts that AllSecure will only be able to provide the Merchant with the Services and Software functionality if the Merchant:

• properly collects and delivers to AllSecure the Transaction Data in the form requested and;
• uses the Software to integrate the Merchant’s Website into the AllSecure Server; and
• does not alter, modify, translate, adapt, decompile, disassemble or reverse engineer the Software or Interface so as to affect or in any way prejudice the functionality of the Software.

The Merchant acknowledges and accepts that the collation and accuracy of any Transaction Data submitted to AllSecure is the Merchant’s exclusive responsibility and that AllSecure is solely acting on the Merchant’s behalf in seeking the Authorisation from the Merchant’s Acquirer of the relevant Payment Card Scheme.

PAYMENT OF SETTLEMENT CONSIDERATION TO THE MERCHANT

AllSecure shall not be responsible for the payment of the Settlement Consideration to the Merchant, but it shall be effected in accordance with the terms of the Merchant Contract with the Acquirer.

REFUNDS

All refunds shall be processed by the Merchant. In the event that the Merchant is unable to process its own refunds and wishes AllSecure to process refunds on behalf of the Merchant, AllSecure will levy a charge as set out in Appendix A.

CHARGEBACKS

AllSecure shall not be responsible for any Chargebacks. The Merchant agrees and acknowledges that the Merchant will deal with any and all Chargebacks directly with the Acquirer.

MISUSE OF SERVICES

AllSecure reserves the right to suspend or terminate the Merchant’s rights of access to the Services if the Merchant is or appears to AllSecure to be in breach of any of the provisions of this Agreement including without limitation, the provision of false information submitted to AllSecure or any other misuse of the Services

SUSPENSION OF SERVICES

From time to time the Services in whole or in part may be closed down for routine repair or maintenance work. Notwithstanding any Service Interruptions AllSecure will give as much notice as is reasonable in the circumstances and shall as far as possible endeavour to carry out such work during the scheduled maintenance periods, which shall be notified to the Merchant.

SOFTWARE LICENCE (APPLICABLE TO API’s)

AllSecure hereby grants to the Merchant a non-exclusive non-transferable licence to use the Software for the duration of this Agreement upon the terms and conditions set out in this clause.

The licence granted hereunder shall be deemed to incorporate and include all Software, which is supplied from time to time to the Merchant by AllSecure. This clause 10 is without prejudice to AllSecure’s right to charge the Merchant for the supply of any bespoke software.

The licence hereby granted and the Merchant’s rights to use the Software are subject to the following restrictions:-

• the Software shall be used only by the Merchant for the purposes of this Agreement and in relation to the Merchant’s Website;
• the Merchant shall not assign sub-licence charge or otherwise dispose of or grant rights over the licence hereby granted or the Software and shall not attempt to do any such thing, without the prior written consent of AllSecure;
• the Merchant shall not attempt to ascertain or list the source programs or source code relating to the Software;
• the Merchant shall not decompile or translate the Software into any other computer language or attempt to do so;
• the Merchant undertakes that it shall not without the prior written consent of AllSecure use the Software for any business purpose not approved by or acceptable to AllSecure.

The Merchant shall not modify alter or in any way interfere with the Software or merge the Software with other data, programs or systems save that the Merchant shall be permitted to make the Configuration Changes.

AllSecure reserves its right to make any improvements, substitutions or modifications in the specification of any element or part of the Software.

If any unauthorised use is made of the Software or any part of it and such use is due to the act or default of the Merchant then without prejudice to AllSecure’s rights and remedies:

• the Merchant will immediately be liable to pay AllSecure an amount equal to the charges which AllSecure would have levied had AllSecure authorised the grant of a licence to or for such unauthorised use at the beginning of the period of such unauthorised use together with interest at the rate provided for in the Agreement on the date of such unauthorised use to the date of payment;
• AllSecure shall be entitled to terminate this Agreement with immediate effect.

AllSecure warrants that:

• it has the authority to grant the licence as set out in this clause; and
• it has the right and interest in the Software that it owns and the right to grant sub-licenses in relation to those parts of the software that it does not own.

FAULT RESOLUTION

In the event that a defect, fault or impairment in the Services causes a Service Interruption the matter shall be handled in accordance with the current Service Levels (Appendix B).

If AllSecure determines in its reasonable opinion that any Service Interruption resulted directly or indirectly from:

• the negligence, act, omission or default of the Merchant;
• the Merchant’s breach of this Agreement;
• the operation failure or malfunction of any non AllSecure software, hardware or network equipment under lease or controlled by the Merchant;
• any Third Party action in response to an act or omission of the Merchant or any person given access to the Services by the Merchant;
• failure to provide services by any Third Party; and/or
• any failure due to communication protocols;
•  

then AllSecure may recover in advance from the Merchant all reasonable costs incurred by it or on its behalf in connection with the remedy of such Service Interruption.