T&C Agreement Off-Ramps (for legal entities)

These terms and conditions (“Terms”) are for the use of Services (as defined below), which are provided by AstroPay Global (IOM) Limited an Isle of Man limited company with registered office at 2nd Floor, Hillary House, Prospect Hill, Douglas, Isle of Man IM1 1EQ (“Service Provider”) to the Merchant identified in Section 1 of the Merchant Agreement Form for Off-ramps.

1. Definitions and Interpretation‍
   1. The following definitions shall have the following meanings:

2. Appointment of the Service Provider‍
   1. The Merchant appoints and retains the Service Provider as its non-exclusive provider of Payment Processing Services in the Territory.  
   2. The Service Provider shall assume the obligation to meet the financial obligations arising from the proper use of the payment processing methods in accordance with the terms of this Agreement.  
   3. The Service Provider hereby grants the Merchant a royalty free, non-exclusive, non-transferable right for the Term and for the purposes of this Agreement to use the Payment Processing Services.
   4. The Merchant shall not:
      1. Instruct payments to an individual which has not passed the applicable standards in relation to Kown Your Customer rules and Anti Money Laundering and Financial Terrorism regulations;
      2. sub-license the use of the Payment Processing Services to any person or third party.

3. Duties of Merchant‍
   1. The Merchant accepts and acknowledges that the Service Provider will not enable the Merchant to perform transactions originated from the API AstroPay, until the Off-ramps solution is operative and ready to be offered to the Merchant’s Customers (identified in Schedule D).
   2. The Merchant shall at all times hold the licenses, permissions and clearances necessary to conduct its business in all jurisdictions in which it operates (identified in Schedule D) and shall not be in breach of any Applicable Legislation whilst providing the Merchants’ products and services in the Territory.
   3. Merchant shall transfer any necessary funds to the Service Provider Bank account and hold a positive balance in the Deposit, in order to be able to request an Off-ramp. 
   4. Merchant agrees to fully and timely cooperate with and assist the Service Provider to address any issues affecting the Payment Processing Service where cooperation or assistance from the Service Provider is reasonably required.
   5. The Merchant shall not request any Off-ramp unless it has a positive balance in the Deposit with enough funds to cover the Off-ramp and the Off-ramp Fees. Service Provider will not perform any Off-ramp unless it has 
   6. In the event the Merchant Panel has a negative balance, the Merchant shall transfer within 48 hours, the necessary funds to the Service Provider Bank account to cover the negative balance. In case of delay in payment, Merchant will be charged the maximum legal interest per day of delay in payment.
   7. The Service Provider shall be entitled to refer to, identify and quote the Merchant in the Service Provider’s press releases, websites, and other marketing materials for the purposes of identifying the Merchant as a customer of the Service Provider. The Service Provider shall be entitled for these purposes to use the Merchant’s trading names and logos for these purposes subject to compliance by the Service Provider with any brand guidelines that are provided by the Merchant to the Service Provider.
   8. The Merchant shall promptly notify the Service Provider of any significant change in ownership or control, including the names of individuals assuming such ownership and control. Furthermore, to ensure compliance with the Applicable Legislation it is hereby agreed that the Service Provider shall be furnished with comprehensive information about these individuals.

4. Duties of the Service Provider‍
   1. During the Term of this Agreement, subject to the terms and conditions of this Agreement, the Service Provider shall provide the Payment Processing Services.
   2. The Service Provider shall provide such Payment Processing Services according to good industry practices. The Service Provider shall use its reasonable efforts to perform its obligations in a timely, and efficient manner.  
   3. The Service Provider shall at all times hold all necessary permits, permissions and licenses (whether of a statutory, regulatory, contractual or other kind) necessary to perform the Payment Processing Services.  
   4. In the performance of its duties hereunder, the Service Provider shall be an independent contractor, and not an employee or agent of the Merchant nor vice versa.
   5. Provision of Management Reports
      1. The Service Provider shall provide the Merchant with (i) online access on a 24/7 basis to reports with respect to Transactions; and (ii) daily detail of all its relevant activity, including: (a) all payment notifications served by the Merchant confirming that a payment has been made; (b) any charges deducted; (c) the current balance owed to Merchant; (d) the history of all transfers from the Merchant; and (e) any Off-ramps.
      2. Such reports and all other reports that qualify as Confidential Information and shall be retained by the Service Provider in accordance with applicable regulations and, in any event, shall be retained in a readable form for not less than three (3) years after the relevant payment was made.
      3. The Service Provider will supply login credentials to the Merchant to all relevant online administrative tools supplied by the Service Provider as part of the Payment Processing Services and the Merchant shall be solely responsible for keeping such logging credentials secure and confidential.

6. Support
   1. Subject to receiving reasonable and timely cooperation and assistance from the Merchant, the Service Provider shall use its reasonable efforts to resolve any technical or other problem that is raised by the Merchant regarding the Payment Processing Services. The Service Provider shall use commercially reasonable endeavors to provide reliable and regular technical support to the Merchant via email 24 (twenty-four) hours a day, 7 (seven) days a week.  

5. Fraud Prevention; Compliance‍
   1. The Merchant shall immediately inform the Service Provider of any actual or attempted fraud, misuse, irregularity, or other suspicious activity upon Service Provider’s Payment Processing Services. Further, Merchant shall provide the Service Provider with corresponding documentation, including the non-identifiable user number associated with a suspected fraudster or suspicious Transaction and/or, subject to any legal requirements, any other relevant information that the Merchant is aware of.  
   2. Where applicable, the Merchant shall use all special security processes reasonably introduced by the Service Provider to prevent abuse in any Transactions. The Merchant shall take such further anti-abuse measures that the Service Provider, at its reasonable discretion, deems necessary.  For the avoidance of doubt, the Merchant shall bear the costs for implementing and using such processes. While Service Provider may make certain recommendations or impose certain requirements with respect to the reduction of fraud or improvement of security, Service Provider shall not be liable for any failures of any of them all of which liability rests with the Merchant.
   3. The Merchant shall not offer Off-ramp if it has reasons to assume that the use of the API AstroPay was fraudulent. In the event that Merchant’s internal systems and procedures detect a user of API AstroPay or a Transaction with high risk of fraud, the Merchant shall promptly either: (i) decline the proposed Transaction; or (ii) reverse the Transaction; in either case the Merchant shall provide the Service Provider with immediate notice that the proposed Transaction has been declined and/or the reversal of the Transaction.
   4. The Service Provider shall not be responsible whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for Off-ramps disputed by Customers or the Merchant if those Off-ramps acknowledged by the Merchant were in conflict with the terms of this Agreement and or with the Merchant’s relevant end user terms.
   5. The Merchant accepts and acknowledges that Service Provider will not be obliged to perform an Off-ramp or receive the funds until the Merchant has (i) completed its due diligence to Service Provider’s full satisfaction and/or (ii) updated its documentation to Service Provider’s full satisfaction upon Service Provider’s request or when Merchant reasonably deems necessary according to industry practices.

6. Payments to Merchant and Merchant Deposits‍
   1. Merchant Deposits:
      1. The Service Provider reserves the right to retain, at any time, the Deposit of the Merchant to cover Fraud Costs, connected to the Merchant’s Off-ramps.
      2. In the event that the Service Provider decides to retain any of the abovementioned from the Merchant, the Service Provider will notify the Merchant through the Merchant Panel.
   2. Payment and refund terms:
      1. Merchant will only transfer funds to the account designated by the Service Provider from the Merchant Account.
      2. Service Provider will have 5 business days to make available the deposited funds for Off-ramps.  
      3. Upon the Merchant’s request throughout the Merchant Panel, the Service Provider will refund to the Merchant all or part of the Deposit, as requested by the Merchant, in accordance with Clause 6.2.5
      4. Subject to Clause 6.2.5, all refunds shall be made to the Merchant Account by electronic transfer in the same currency received and on the next Business Day after receiving a request from the Merchant.  Merchant accepts that the Off-ramps and refunds could be converted by the Service Provider in accordance to its sole discretion conversion rates which Merchant hereby expressly accepts.
      5. Any and all refunds made by Service Provider may be made from whichever account Service Provider deems appropriate, whether it is under its own name or an affiliate, subsidiary, or any other third party. Every expense incurred under this operation (including but not limited to transfer fees, digital network and exchange fees and costs) shall be borne by the Merchant and Service Provider is authorized to set-off such amount from the Deposit.
      6. Notwithstanding the foregoing, in the event any funds due to the Merchant are seized or made unavailable by an action of a law enforcement body, regulator or other third party, the Service Provider shall use reasonable efforts, at the Merchant’s expense, to assist the Merchant in securing release of such funds as soon as possible.
      7. The Merchant shall be responsible for the payment of any and all applicable sales or other taxes due upon the Transactions, if any.
      8. The Merchant shall as soon as practicable, verify the correctness and completeness of the refunds, Off-ramps and statements of account made by the Service Provider. Complaints and objections about these may only be made in writing within a strict time limit of 8 (eight) weeks after the Merchant receives the statement of account.  
   3. Taxes:
      1. The sole responsible party for any or all applicable national, state, or local sales, charges, use, value-added, or income withholding taxes (“Tax/Taxes”), related to Off-ramps made by the Service Provider under this Agreement is the Merchant. The Service Provider shall not assume any extra cost in this regard, including any penalty, interest, or other additional thereto. The Merchant shall indemnify the Service Provider and hold it harmless from and against all claims, damages, losses, costs, and expenses, including reasonable fees and expenses of attorneys and other professionals, in connection to any obligation imposed on the Service Provider to pay any Tax in respect to Off-ramps due under this Agreement.
      2. If the Service Provider is required by Applicable Law to collect or make a deduction or withholding of any Tax to perform any Off-ramp or payment due under this Agreement, it will make the same net of such Tax. In this event, the Service Provider shall make its best efforts to collaborate with the Merchant to recover such Tax, only if this is legally feasible and applicable, provided that the Merchant previously provides the Service Provider with the necessary funds to cover all the costs and expenses required for the respective measures.

7. Service Provider’s Off-ramp Fees‍
   1. The Merchant shall pay the Service Provider the fee as set out in Schedule A.
   2. The Merchant authorizes the Service Provider to deduct the Off-ramp Fees from the Deposit. If, however, there are insufficient funds to pay Fees, the Merchant shall pay the Fees by electronic transfer to the Service Provider no later than two (2) business days following the Transactions to which they apply. In case of delay in payment, Merchant will be charged the maximum legal interest per day of delay in payment.  
   3. The Service Provider may change the Off-ramp Fees by providing fifteen (15) day prior notice to the Merchant. The Service Provider will notify the Merchant in accordance with Clause 21 (Notice). Any new Off-ramp Fees shall be applicable to the Merchant after the fifteen (15) day period has elapsed from notification or at such later date as may be specified by the Service Provider in a notice to the Merchant.

8. Merchant’s Authorization Request‍
   1. The Merchant shall complete an Authorization Request prior to offering any Off-ramp through the API AstroPay. The Authorization Request shall be made by transmitting the Authorization Data of the relevant proposed Transaction to the Service Provider, which shall meet the requirements specified by the Service Provider as regards content, format and communication channel.  
   2. The Authorization Data shall include:
      1. Merchant’s Credentials (user and password as per article 4.8 of this Agreement)
      2. the amount of the proposed Transaction;
      3. the identification number of the proposed Transaction; and  
      4. such additional information arising from the API documentation defined by the Service Provider.
   3. The Service Provider shall verify the Merchant’s Authorization Request for the proposed Transaction to be processed and if satisfactory, the Service Provider shall communicate an Authorization Code to the Merchant.  
   4. A Transaction will only be considered to be an Authorized Transaction where all of the following requirements are met:
      1. the Transaction originated from one of the Merchant’s Authorized IP addresses;
      2. the Merchant has complied with the requirements set out in this Clause;
      3. the Off-ramp instruction by the Merchant has been given using the communication channel specified by the Service Provider;  
      4. the instruction is denominated in US Dollars or any other agreed currency;
      5. the account held by the User has not been declared as invalid, and is not included in a black list or any other communication to the Merchant;  
      6. the User has successfully passed the known Your Customer requirements (where applicable);
      7. the Transaction was processed accordance to the terms of this Agreement

9. Submission of Transactions‍
   1. Transactions will be initiated pursuant to the Merchant’s request.

10. Electronic Transmission‍
    1. Unless otherwise agreed, only electronic transmission shall be used for the Authorization and submission of Transactions.  
    2. In order for the Service Provider to provide the Payment Processing Services, the Parties shall develop and implement a connection either through a direct connection or secure connection resulting in a reliable and secure network communication facility to support the platform interface. The Merchant shall cooperate and assist the Service Provider timely to implement this connection.  Each Party shall assume responsibility for the costs of any required telecommunication equipment on its respective end of the communication facility.
    3. The Merchant shall bear the costs (including the telecommunication costs) and the risk of malfunctions of the electronic transmission. The Merchant shall be responsible for continuously ensuring that its apparatus, networks, data carriers or other equipment used for data transmission are in a good working order.  
    4. Each Party shall inform the other in writing of the list of approved IP addresses for the Transactions.  Any change to the list of accepted valid IP addresses shall be notified at least 7 (seven) days in advance.  
    5. The Service Provider shall notify Merchant of any changes in its Secret Key.  Any change to the Secret Key shall be notified at least 7 (seven) days in advance. Transactions signed by an out-of-date key shall be deemed invalid.  
    6. In the event that either the Service Provider or Merchant detects a security breach to one of its servers (the “Notifying Party”), it shall immediately notify the other Party (the “Notified Party”), using the contacts identified as per Clause 21.  The notification shall include the list of affected IP address(es) and/or keys. The Notifying Party shall be responsible for all Transactions executed until 6 (six) hours after the security breach has been notified to the Notified Party. After that period, it is up to the Notified Party to reject all Transactions originated from the affected IP address(es) and/or signed with the affected keys.  

11. Term and Termination‍
    1. This Agreement shall commence on the Effective Date and continue for an initial period of 24 (twenty-four) months (the “Initial Term”) with automatic 24 (twenty-four) months periods of renewal thereafter (the “Renewal Terms”), unless otherwise terminated pursuant to the terms hereof.  
    2. In addition to any rights of termination provided hereunder: (i) any Party may terminate this Agreement at any time without cause upon 30 (thirty) calendar days prior written notice; and (ii) either Party may terminate this Agreement immediately should the other Party remains in breach of a material provision of this Agreement for more than 10 (ten) Business Days following notice thereof unless during the notice period the breach is cured to the Parties’ mutual satisfaction.
    3. If any case or proceeding is commenced by or against the Service Provider under any law dealing with insolvency, bankruptcy, receivership or other debt relief, the Service Provider shall immediately notify the Merchant in writing and, this Agreement shall terminate upon the notice in writing. Any Deposit due to Merchant shall become immediately due and payable, without the necessity of any notice, declaration or other act whatsoever by the Merchant and the Service Provider is entitled to deduct from the Deposit any Refunds, Off-ramps, Off-ramp Fee and Fraud Costs, from the Deposit under the Agreement).
    4. If the Merchant ceases trading online, or ceases providing the services associated to the Payment Processing Services or if any case or proceeding is commenced by or against a Merchant under any law dealing with insolvency, bankruptcy, receivership or other debt relief, the Merchant shall immediately notify the Service Provider in writing and the Service Provider shall, at its sole discretion, be entitled to terminate this Agreement immediately. Any Off-ramp Fees or any other amounts payable to the Service Provider under the Agreement in connection with the Merchant, shall accelerate and become immediately due and payable (without the necessity of any notice, declaration or other act whatsoever by the Service Provider).
    5. Where the Service Provider believes Merchant is acting illegally or not in compliance with the requirements set-out in this Agreement, the Service Provider shall, at its sole discretion, be entitled to terminate this Agreement immediately, or suspend or Disconnect the Payment Processing Services to the Merchant (and its Customers) until such time as the Merchant satisfies the Service Provider that it is in compliance with its obligations.
    6. The Service Provider may stop providing all or part of the Payment Processing Services in a specific country within the Territory, pursuant to any regulatory demand, requirement or directive within this country for the cessation of the provision of all or part of the Payment Processing Services (the “Affected Services”). In the event of receipt of such notice, the Service Provider shall notify the Merchant as soon a reasonably practicable of such demand, requirement or directive. Upon 14 (fourteen) calendar days of the Service Provider’s notice, the Agreement will be terminated by the Service Provider as it relates to the Affected Services and Clauses 11.8 to 11.10 below will apply to such termination. For the avoidance of doubt, the Agreement will remain in force for the remaining Services and countries of the Territory, not affected by the regulatory changes referred to in the paragraph above.
    7. The Service Provider may terminate this Agreement with immediate effect, as it relates to a specific country within the Territory, pursuant to any regulatory demand, requirement or directive within this country for the cessation of Payment Processing Service (the “Affected Country”).  In the event of receipt of such notice, the Service Provider shall immediately notify Merchant of such demand, requirement or directive. Upon giving 14 (fourteen) days written notice to the Merchant, the Agreement will be terminated by the Service Provider as it relates to the Affected Country and Clauses 11.8 to 11.10 will apply to such termination. For the avoidance of doubt, the Agreement will remain in force for the remaining countries of the Territory not affected by the regulatory changes referred to in the paragraph above.
    8. Termination shall not affect any legal rights or obligations that may already have arisen under this Agreement at the date of termination.
    9. Where the Agreement terminates, or the Merchant is Disconnected then the Service Provider shall be entitled to apply Deposit and any available funds to cover any amounts due to the Service Provider by the Merchant and to retain the Deposit for a 90-day period to cover any Fraud Cost.
    10. Upon termination of the Agreement:
        1. licenses granted pursuant to this Agreement shall immediately terminate and the Service Provider shall be entitled to immediately remove the Merchant (and its Customers) from the Payment Processing Services; and
        2. Clauses that are necessary for the enforcement or interpretation of this Agreement shall survive, which shall include Clauses relating to confidentiality and protection of Intellectual Property Rights.

12. Exclusion and Limitation of Liability‍
    1. Nothing in this Agreement shall exclude or restrict either Party’s liability for death, personal injury, fraudulent misrepresentation or fraud or any other liability that cannot be excluded or limited by law.
    2. Subject to Clause 12.1 above, in no event shall the Service Provider be liable for any loss of revenue, loss of actual or anticipated profits, loss of the use of money, loss of business, loss or corruption of data, loss of operating time or loss of use, loss of opportunity, loss of goodwill, or any other indirect or consequential loss or damage howsoever caused.  The Service Provider shall not be liable for any loss sustained by Merchant arising from a Transaction made in breach of Merchant’s obligations under this Agreement. Further in any case in which the Service Provider deems appropriate, either for Fraud, penalties or any other cause, the Service Provider may freeze and retain the funds of the Merchants until said matters are clarified. In case any penalty, or Fraud occurs the Service Provider is hereby authorized to set off the Merchant’s Funds against such costs or damages.
    3. Subject to this Clause 12, the total aggregate liability of the Service Provider to the Merchant under or in connection with this Agreement, whether arising from tort (including negligence), breach of contract, or otherwise, shall not exceed in aggregate an amount equal to the lower of: (i) the 100% (hundred per cent) of the Off-ramp Fees paid by the Merchant during the 12 (twelve) months preceding the event or circumstances giving rise to such liability; or (ii) USD $250,000.  
    4. For the purposes of this Clause, the Service Provider includes its members, employees, sub-contractors, affiliates and licensors. The Parties acknowledge that Service Provider, its members, employees, sub-contractors, affiliates and licensors shall have the benefit of the limits and exclusions of liability set out in this Clause.  
    5. The Service Provider shall not be liable for any failure to meet its obligations under this Agreement to the extent that such failure arises from a failure of the Merchant to meet any of its obligations arising under this Agreement or otherwise.

13. Indemnities

1. Subject to Clause 12, the Service Provider shall defend and hold harmless the Merchant, its officers and directors against any and all third-party claims resulting from any breach by the Service Provider of any of its, representations and warranties in this Agreement.  
2. The Merchant shall defend and hold harmless the Service Provider, its officers and directors against any and all claims resulting from any breach by the Merchant of any of its, representations, obligations and warranties in this Agreement.

14. Representations, Warranties and Covenants

1. Both Parties represent, warrant and undertake to the other that:
   1. they have the full right, power, legal capacity and authority to perform their obligations under this Agreement;
   2. by entering into this Agreement, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;
   3. there is no action, suit or proceeding at law or in equity now pending or, to their knowledge, threatened by or against or affecting them which would substantially impair their right to carry on their business as contemplated herein or adversely affect their financial condition or operations;
   4. they have and shall continue to comply with relevant Data Protection Legislation in relation to all Account Holder Data and Cardholder Data which is personal data (including any sensitive personal data);
   5. they will undertake their obligations pursuant to this Agreement with all reasonable skill, care and diligence and in accordance with the provisions of this Agreement; and  
   6. The Merchant represents, warrants and covenants that it shall at all times during the Term hold all necessary permissions licenses and clearances in connection with the provision of its services in any applicable jurisdiction.  

15. Non-Compliance

1. The Merchant shall be responsible and shall reimburse the Service Provider for any non-compliance fines, fees or penalties levied by any r relevant body or authority or otherwise  related to the Transactions, and the Service Provider is entitled to deduct such fines, fees or penalties from the Deposit provided that the Merchant shall not be responsible for such penalties to the extent that the Service Provider required that the Merchant take the actions specifically and directly resulting in the non-compliant activity giving rise to the penalties;.

16. Entire Agreement

1. This Agreement sets out the entire agreement and understanding between the Parties in relation to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set out, or referred to, in this Agreement.
2. This Agreement replaces, supersedes and overrides any previous agreements or understandings, written or oral, between the Parties and/or any other company related to the Payment Processing Services provided in this Agreement.

17. Assignment

1. The Service Provider may, from time to time, transfer, novate or assign any of its rights and/or obligations under this Agreement, including partial or total assignment, to any of its affiliate and/or subsidiary companies upon prior written notice to the Merchant. If any disposal, novation or transfer is required, the Merchant shall enter into such an agreement and/or a deed as the Service Provider shall reasonably require so as to give effect to such disposal or novation.
2. The Merchant may not, and may not purport to, assign, transfer, novate, charge or part with all or any of its rights and/or obligations under this Agreement or sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the Service Provider.

18. Confidentiality

1. All Confidential Information communicated by one Party (the “disclosing party”) to the other Party (the “receiving party”), whether before or after the Effective Date, shall be, and shall be deemed to have been, received in strict confidence and shall be used only for the Agreement.  Without obtaining the prior written consent of the disclosing party, the receiving party shall not disclose any such Confidential Information received from the disclosing party.  Confidential Information will not include any information that: (a) is already in the possession of the receiving party without being subject to another confidentiality agreement; (b) is or becomes generally available to the public other than as a result, directly or indirectly, of a disclosure of information by the receiving party or by other persons to whom such Party disclosed information; (c) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives, provided that such source is not bound by a confidentiality agreement with the disclosing party; (d) is independently developed by the receiving party without the use of the other Party’s information; (e) is required to be disclosed pursuant to a Court order or arbitration proceeding conducted in accordance with this Agreement; or (f) is required to be disclosed pursuant to a requirement of any governmental authority or any statute, rule or regulation, provided that such Party gives the disclosing party notice of such requirement prior to any such disclosure.  For the avoidance of doubt, Confidential Information shall include the existence and content of this Agreement.
2. However, the Merchant hereby agrees that the Service Provider may disclose any information concerning this Agreement such as process volumes, fees, amongst others, to any of its subsidiaries or group companies or any other bank or company if it is necessary to the Service Provider for the performance of the services under this Agreement.

19. Non-Circumvent

1. It is expressly agreed that the Merchant will not seek to by-pass, compete, avoid or circumvent the Service Provider from any business opportunity that relates to the Payment Processing Services by utilizing Confidential Information or by otherwise exploiting or deriving any beneficial know how or proprietary information shared in the development of their commercial relationship. The Service Provider shall be able to sue for damages and freeze Merchant’s funds should the covenants in this Clause be violated in any way. The Merchant shall be bound by the covenant set out in this Clause during the term of this Agreement, and for a period of 12 (twelve) months after termination or expiry of this Agreement

20. Force Majeure

1. If any Party is totally or partially prevented or delayed in the performance of any of its obligations under or pursuant to this Agreement by Force Majeure and gives written notice thereof to the other Party specifying the matters constituting Force Majeure and the period for which it is estimated that such prevention or delay will continue, together with such evidence as it reasonably can give, the Party so prevented or delayed shall, subject to the provisions of Clause 20.2, be excused the performance as from the date of such notice for so long as such cause or delay shall continue.
2. If any Party gives to the other Party such notice as is referred to in Clause 21.1, both Parties shall attempt so far as reasonably within their power to mitigate the effect of such notice and, in particular, but without limitation, shall endeavor to agree a reasonable and cost-effective solution to the consequences of the matters constituting Force Majeure.

21. Notice‍
    1. This Agreement and any other agreements, notices or other communications regarding the Payment Processing Services (“the Communications”), may be provided to or by the Parties by delivering them by hand, express courier, or electronic mail to the contact details indicated in the Merchant Agreement Form. This Clause 21.1 does not affect any provision in any relevant legislation or the Agreement requiring Communications to be delivered in a particular way.
    2. A Notice is deemed to have been received:
       1. if delivered personally, at the time of delivery;
       2. in the case of e-mail, at the time of being sent
       3. in the case of express courier 5 (five) Business Days from the date of posting.
    3. Notwithstanding anything to the contrary contained in this Agreement or permitted by the law, no Communications referred to in this Clause 21 shall be deemed effective if mailed by regular post.
    4. A notice given as described above on a day which is not a Business Day (or after normal business hours in the place of receipt) shall be deemed to have been received on the next Business Day.

22. Waiver

1. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.  The failure to exercise any right or remedy hereunder shall in no way be construed as a waiver or release of the right or remedy.  

23. Amendments

1. No amendment shall be made to this Agreement unless in writing and approved by both Parties.

24. No Intellectual Property Rights Conveyed

1. Any Intellectual Property Rights which are owned or controlled by either Party prior to the Effective Date or which is acquired by a Party independently of this Agreement shall at all times continue to be owned and/or controlled by the said Party.
2. During the Term, the Service Provider hereby grants a limited, non-exclusive, revocable, non-transferable license to the Merchant to display Service Provider’s trademarks or logos in the Merchant’s internet site strictly for the purposes of this Agreement and during the Term.
3. The Merchant shall not seek to:
   1. copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from the Payment Processing Services, except as otherwise agreed in this Agreement;
   2. obtain or claim any ownership in any software (or in any derivation or improvement) connected to the Payment Processing Services;
   3. write or develop any derivative software or any other software based on the Payment Processing Services utilising the proprietary and Confidential Information of the Service Provider or a third-party licensor of the Service Provider.

25. Severability

1. If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any event the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be valid and enforceable to the fullest extent permitted by law.

26. Governing Law and Jurisdiction

1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Isle of Man.
2. Each party irrevocably agrees that the courts Isle of Man, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

27. Partnership

1. Each of the Parties are independent contractors.  Nothing in this Agreement shall render a Party a partner, joint venture or an agent of the other.

28. Third Party Rights

1. Other than as set out in Clause 12.4, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Parties to this Agreement shall have any rights under it.  
2. The right of the Parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a Party to this Agreement.

29. English Language

1. All notices or communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English.  In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

30. Miscellaneous

1. Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders. A reference to any Party shall include that Party's personal representatives, successors and permitted assigns. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. References to Clauses and Schedules are to the Clauses and Schedules of this Agreement. Where there is a conflict between the Schedules and the main body of this Agreement, the main body of the Agreement shall take precedence unless the relevant Schedule expressly states to the contrary. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.  A reference to writing or written includes e-mail. Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.