Terms & conditions

FIDELITY PAYMENT PROCESSING LIMITED T/A BLINK PAYMENT (“BLINK”)

TERMS AND CONDITIONS for the BLINK PAYMENT REFERRAL AGREEMENT

(these “Terms and Conditions”)

1. Interpretation

In this Agreement:

1.1 Unless the context requires otherwise, the following terms shall have the following meanings:

“Affiliates”: with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” means the power to direct the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

“Agents”: has the meaning set out in Clause 4.10;

“Agreement”: these Terms and Conditions together with the Order Form and any document referred to in these Terms and Conditions or the Order Form;

“BA 2010”: has the meaning set out in Clause 16.1(a);

“Bank”: a bank, acquirer, processor or other service provider whose merchant services are promoted or supplied directly or indirectly by Blink;

“Commencement Date”: has the meaning set out in Clause 2.2;

“Compensation”: has the meaning set out in the Order Form;

“Compliance Guidelines”: means compliance guidelines or rules related to performance by Partner under this Agreement communicated to Partner by Blink from time to time.

“Confidential Information”: means all proprietary, secret or confidential information or data relating to either party and its Affiliates, operations, employees, fundraisers, donors, products or services, clients, customers, Prospective Clients, Leads or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement;

“Extended Term”: has the meaning set out in the Order Form;

“Initial Term”: has the meaning set out in the Order Form;

“Lead”: has the meaning set out in Clause 3.1;

“Merchant”: each Prospective Client that enters into a Merchant Agreement for Merchant Services following a Referral as evidenced by confirmation of the same by Blink;

“Merchant Agreement”: an electronic or written merchant agreement between a Prospective Client Referred by the Partner, Blink and/or Bank, for Merchant Services, together with application material submitted by the Merchant, entered into during the Referral Period;

“Merchant Services”: the merchant services promoted by Blink and offered by certain banks;

“Net Revenue”: has the meaning given to it in the Order Form;

“Order Form”: the written document, that Blink provides to the Partner for signature and submission to Blink, containing specific information relating to this Agreement;

“Prospective Client”: an entity to whom; (i) neither Blink nor its Bank have at any time previously provided the Merchant Services; and (ii) Blink has not been in bona fide negotiations to provide the Merchant Services in the 12 months before the Referral Date;

“Referral”: the provision to Blink by the Partner of the contact details of an employee or authorised representative of a Prospective Client that knows one or more individuals at the Partner and is of sufficient seniority to authorise or recommend the purchase of the Merchant Services from or through Blink. “Refer”, “Refers”, and “Referred” shall be interpreted accordingly;

“Referral Date”: for each Prospective Client, the date during the term of this Agreement on which the Partner first introduces such Prospective Client to Blink and supplies sufficient contact information to Blink such that Blink can solicit the Prospective Client for Merchant Services;

“Referral Period”: for each Prospective Client, 6 months from the Referral Date;

“Rules”: rules and regulations of Banks, Visa (available here https://www.visa.co.uk/support/consumer/visa-rules.html), MasterCard (available here https://www.mastercard.com/gb/en/business/support/rules.html) and other payment card associations or brands as well as other industry or government regulations applicable to Banks and Blink, such as they are from time to time;

“Partner”: the entity set out in the Order Form that is to send referrals of prospective customers to Blink under this Agreement;

“Relevant Policies”: has the meaning set out in Clause 16.1(c);

“Relevant Requirements”: has the meaning set out in Clause 16.1(a);

“Relevant Terms”: has the meaning set out in Clause 16.3; and

“Term”: the term of this Agreement, including the Initial Term and/or each relevant Extended Term, as appropriate;

1.2 A “person” includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

1.4 A reference to “writing” or “written” includes in electronic form and similar means of communication (excluding fax);

1.5 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative, shall not limit the sense of the words preceding or following those terms, and shall be deemed to be followed by the words “without limitation” unless the context requires otherwise; and

1.6 References to “Clauses” are to the clauses of these Terms and Conditions.

2. Agreement

2.1 This Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

2.2 The Order Form provided by the Partner to Blink must be in the form that Blink requires from time to time. This Agreement shall be legally formed and the parties shall be legally bound when Blink has received and signed the Order Form that the Partner has signed and submitted to Blink (“Commencement Date”). Submission by the Partner to Blink of the Order Form shall be deemed to be an offer by the Partner to submit Leads to Blink, subject to the provisions of this Agreement, and Blink ‘s counter-signature on the Order Form shall be considered acceptance of such offer.

2.3 In the event of a conflict between these Terms and Conditions and the Order Form and any documents referred to in these Terms and Conditions or the Order Form, then the Order Form shall prevail over these Terms and Conditions as to the conflicting item only, which prevail over any other document.

3. Promotion

3.1 Partner agrees to endorse the Merchant Services to Prospective Clients in a manner that is agreeable to both parties. In the event that a Prospective Client may be interested in procuring Merchant Services, the Partner will provide the contact information of that Prospective Client to Blink. Each such Prospective Client whose contact information has been provided to Blink by Partner shall be referred to herein as a “Lead”. The Partner shall use its best endeavours to procure Leads.

4. Obligations on the Partner

4.1 As per the Rules, which are incorporated herein by reference and which are binding on Blink, Partner will:

(a) use only the name of Blink and not its own business name or any other name or identifying mark other than those prescribed by Blink when performing under this Agreement;

(b) not distribute or publish any marketing or other promotional materials or press releases, utilise any name, trademark, trade name, logo or other intellectual property rights of Blink or any of its sponsoring institutions or Visa, MasterCard or other payment card association or brand without prior express written consent of Blink;

(c) use a business card featuring Blink’s logo and Bank’s name, city and country that has been preapproved in advance by Blink; and

(d) answer and respond to all telecommunications or other correspondence relating to the Partner’s activities hereunder using the name of Blink and no other name.

Both parties shall comply with all applicable laws and all Rules and Blink’s own Compliance Guidelines, such as they may be from time to time.

4.2 The Partner shall serve Blink faithfully and diligently and not allow its interests to conflict with its duties under this Agreement.

4.3 The Partner shall report in writing to Blink from time to time on progress made with Prospective Clients and Referrals.

4.4 The Partner shall comply with all reasonable and lawful instructions of Blink.

4.5 The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Blink in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.

4.6 The Partner shall:

(a) not make or enter into any contracts or commitments or incur any liability for or on behalf of Blink, including for the provision of Merchant Services or the price for them, and shall not negotiate any terms for the provision of Merchant Services with Clients;

(b) not perform any regulated payment services unless it is duly authorised to do so under applicable law;

(c) not, under any circumstances, handle, receive, or otherwise take possession of, any funds belonging to Prospective Clients, Referrals or Merchants in connection with the Merchant Services or this Agreement;

(d) not hold itself out as Blink, a bank, an acquirer, a payment institution, or any other regulated financial entity, nor imply that it has such status or authorisation;

(e) not quote or communicate any rates to any Prospective Client or Merchant unless expressly authorised in writing by Blink;

(f) not submit any application or documentation to Blink on behalf of a Prospective Client or Merchant without the Prospective Client or Merchant’s express documented authority;

(g) not interfere with or seek to influence any KYC (Know Your Customer), AML (Anti-Money Laundering), or other onboarding or due diligence processes conducted by Blink or Banks;

(h) not make any misleading, false, or unsubstantiated financial or promotional claims regarding the Merchant Services or Blink; and

(i) comply with all applicable sanctions laws and regulations, anti-money laundering (AML) and counter-terrorist financing (CTF) requirements, fraud prevention obligations, and card scheme rules in connection with its activities under this Agreement.

4.7 The Partner shall not produce any marketing material for Merchant Services or use Blink ‘s name, logo or trade marks on any marketing material for Merchant Services without Blink ‘s prior written consent.

4.8 The Partner shall not, without Blink ‘s prior written consent, make or give any representations, warranties or other promises concerning Merchant Services which are not contained in Blink ‘s marketing material.

4.9 The Partner shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals.

4.10 The Partner shall not engage any subcontractor, delegate or agent (collectively, “Agents”) to assist in the performance of Partner’s obligations and duties hereunder unless agreed to by Blink in writing and subject to any direct terms and conditions required by Blink. Partner is fully responsible and liable for all acts and omissions of its employees, Agents and any other representatives.

4.11 During and following the Term and so long as Partner is receiving any payments under this Agreement, Partner shall immediately notify Blink if Partner becomes aware of any adverse information concerning the financial condition or potential liabilities concerning or arising in respect of Partner itself, a Prospective Client, Referral, Merchant or Agent.

4.12 During the Term, Partner shall not itself, nor shall any of its Affiliates, enter into any agreement similar to this Agreement with a third party or otherwise solicit Prospective Clients or Merchants to offer them gateway and/or acquiring services or any other payment services offered by Blink or Bank for or on behalf of any third party.

5. Consideration

(a) In consideration for performance under this Agreement, during the Term, Blink shall pay Compensation to Partner as provided in this Agreement but only so long as (i) each of the Partner and any of its Agents is in compliance with this Agreement and any other agreement with Blink or any of its Affiliates; (ii) Blink is receiving its own compensation from Bank in respect of the Merchant; (iii) the Merchant is continuing to process transactions through Bank in conformity with the Merchant Agreement; and (iv) this Agreement has not been terminated by Blink for default by Partner.

(b) Compensation for each individual Merchant shall be paid subject to the foregoing conditions and only for the initial term of the Merchant Agreement up to a maximum of 24 months from its commencement, not including any extension or renewal beyond the initial term of such contract.

(c) Compensation is calculated by Blink. A given Merchant in a given payment period, as determined by Blink, shall not give rise to payment of anything more than a single Compensation payment to Partner, as applicable.

5.1 Blink reserves the right to offset from Compensation at its discretion and without prior notice or consent:

(a) any amounts owed by Partner, Agents or any of their respective Affiliates to Blink or Bank for any reason including, without limitation, indemnification obligations hereunder;

(b) any revenue paid to Partner that is uncollected from the Merchant or Bank or that is refunded by Bank to the Merchant; and/or

(c) any losses incurred by Blink due to wrongful or negligent acts by Partner, any Agents or any of their respective Affiliates.

5.2 For any Compensation to become due and payable hereunder, Partner’s total Compensation payable for the period then due must equal or exceed £100.00, lower balances will be carried over until the minimum is met. If, after 180 days, such monthly minimum is not met, no amounts will be payable hereunder and this Agreement shall automatically terminate. There shall be no Compensation payable to Partner in respect of any Merchant that was referred to Blink or Bank by anyone prior to Partner referring the Merchant to Blink.

5.3 Blink shall within 30 days of the end of each month in which Blink received the corresponding payment for Merchant Services from Bank or the Merchant, send to the Partner a written statement setting out, in respect of such month, and in respect of each Merchant Agreement, the Compensation payable to the Partner. The Partner shall invoice Blink for the Compensation payable in accordance with Blink’s statement, together with any applicable VAT. The due date for payment by Blink of such Compensation shall be 30 days from date of receipt of Partner’s invoice.

6. Integration and joint service delivery

6.1 To the extent that the Order Form sets out that the parties will integrate their respective technologies and systems in respect of the Merchant Services and/or the Partner’s products and services to deliver to Merchants, the parties agree to cooperate in good faith to facilitate technical integration between their respective systems, platforms and/or APIs as necessary to enable the joint delivery of services to mutual customers. Each party shall provide reasonable technical support and documentation to enable such integration. Partner shall implement reasonable precautions that where it has integrated its own services with those of Blink, it shall prevent a third party from diverting Merchant transactions for processing other than through Blink Merchant Services.

6.2 Where such integration involves the exchange or processing of Merchant data, each party shall comply with all applicable data protection laws and regulations, and shall implement appropriate technical and organisational measures to protect such data. The parties shall promptly notify each other of any data breach affecting shared data and shall cooperate in any required notifications or remediation.

6.3 Both parties shall adhere to industry-standard information security practices and comply with relevant technical standards, including PCI DSS where payment data is involved. Each party shall be responsible for maintaining the security of its own systems and for promptly addressing any vulnerabilities that may impact the integration.

6.4 Unless otherwise agreed in writing, each party shall retain ownership of its pre-existing intellectual property and any integration components developed by that party. The parties do not intend any intellectual property to be jointly developed.

6.5 Either party may propose changes to the integration by providing reasonable advance written notice to the other party. The parties shall cooperate in good faith to implement agreed changes and to minimise disruption to mutual customers.

6.6 Upon termination of this Agreement or the integration, the parties shall cooperate to ensure an orderly transition of data and systems, including the secure deletion or return of shared data as required by law or mutual agreement. Each party shall provide reasonable assistance to facilitate the disengagement of integrated services without undue disruption to mutual customers.

7. Non-Solicitation

7.1 Partner agrees that, during the Term and for a period of 12 months following the later of (i) expiry or termination of this Agreement, or (ii) the date on which Partner last received Compensation under this Agreement, neither it nor any of its Agents or Affiliates will directly or indirectly call on, solicit, divert, take away, or attempt to call on, solicit, divert or take away any of the Prospective Clients, Leads, Referrals, Merchants, or other customers of Blink or Bank whether referred by the Partner or not. During such time, Partner shall also not:

(a) entice, induce or in any manner influence any person or entity who is, or shall be in the direct or indirect service of Blink to leave such service for the purpose of engaging in a business or being employed by or associated with any other business; or

(b) engage or participate in any business that is in direct competition with the referral and merchant services business of Blink, Bank or other sponsoring banks or processors of Blink, to the extent that such engagement relates to services substantially similar to the Merchant Services.

8. Term

8.1 This Agreement shall begin on the Commencement Date and shall continue for the Initial Term after which it shall renew for successive Extended Terms automatically, unless terminated in accordance with the terms of this Agreement. Either party hereto shall have the right to terminate this Agreement at the end of the Initial Term or the then current Extended Term, upon sixty (60) days prior written notice to the other party. At the discretion of Blink, on any termination hereof, by continuing to pay Compensation, Blink may extend the term of this Agreement by an additional Extended Term during which Blink shall continue to pay Compensation and the other provisions of this Agreement shall continue to apply including but not limited to delivery of invoices by Partner to Blink.

9. Termination

9.1 Without affecting any other rights that it may be entitled to, Blink may give notice in writing to the Partner terminating this Agreement immediately if:

(a) the Partner is in breach of any of its obligations under this Agreement, and, where such breach is capable of remedy, the Partner fails to remedy such breach within a period of 10 normal working days of being notified of such breach by Blink. If the breach is not capable of remedy, as determined by Blink, no such notice and cure period is required;

(b) the Partner gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the Partner or an administration order is made or an administrator is appointed to manage the affairs, business and property of the Partner or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the Partner’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the Partner takes or suffers any similar or analogous action in consequence of debt in any jurisdiction;

(c) the Partner suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

(d) there is a change of control of the Partner (within the meaning of section 1124 of the Corporation Tax Act 2010); and/or

(e) Blink determines that continued performance under this Agreement shall expose Blink, Bank or another third party to excessive security, financial or reputational risk.

9.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

9.3 On termination of this Agreement for any reason, any obligation on Blink to pay, and any right for the Partner to claim, Compensation shall cease in respect of any period after the effective date of termination, but without prejudice to any Compensation accrued and properly payable before termination in accordance with this Agreement.

10. Relationship of the parties

10.1 Partner and Blink agree that in performing their responsibilities pursuant to this Agreement they are in the position of independent contractors. This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of employment, partnership or joint venture or agency or any association for profit between Partner and Blink.

10.2 Partner is not authorised to hold itself out as an agent of Blink or any of its sponsoring institutions or suppliers or to inform or represent to any person that Partner has authority to bind or obligate Blink or to otherwise act on behalf of Blink.

10.3 As per the Rules, Partner must not quote any rates to any Merchants.

10.4 Partner shall not make any representation or warranty, or create any liability or potential liability on behalf of Blink.

10.5 All expenses and disbursements, including those for travel and maintenance, entertainment, training, office, employees, source deductions, taxes, employee taxes or remittances, clerical and general selling expenses that may be incurred by Partner in connection with this Agreement shall be borne wholly and completely by Partner, and Blink shall not be in any way responsible or liable therefore. Additionally, Partner shall be liable for any and all taxes payable on the Compensation earned by it hereunder. Partner shall be solely responsible for reporting and accounting for all taxes due on the Compensation received hereunder to HM Revenue & Customs or other relevant tax authority.

10.6 Except as otherwise provided, each party shall bear its own administrative costs and overhead expenses arising out of its performance of this Agreement.

10.7 As between Blink and Partner, Blink has full and exclusive ownership rights in all Merchant Agreements and all Merchant Services-related information relating to Merchants. Blink may have the right to cause the Bank to assign Bank’s rights in all or any of the Merchant Agreements to any third party at any time and for any reason, in accordance with Blink ‘s agreement with the Bank and Blink may dispose of its right to receive compensation in respect of some or all Merchants. Where Partner has a pre-existing commercial relationship with a Prospective Client or Referral which continues through to it becoming a Merchant, Partner shall retain its rights in information related to the Merchant but only as it relates to the Partner pre-existing commercial relationship with the Merchant; all Merchant information as it relates to the Merchant Agreement and Merchant Services shall be the exclusive property of Blink.

11. Assignment

11.1 The Partner must not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of its obligations under it, without the prior written consent of Blink (such consent not to be unreasonably withheld or delayed). Any assignment by Partner in breach of the foregoing shall be deemed void.

11.2 Blink reserves the right to migrate a Merchant from one Bank to another, provided that it continues to honour the balance of the terms hereof.

12. Notices

12.1 Any notice given to either party under or in connection with this Agreement shall be in writing, addressed to the relevant party at its registered office or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or email.

12.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 12.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second normal working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if by email, at the time of transmission, provided that the sender does not receive an automated delivery failure notification or other notification that the email has not been delivered.

12.3 The provisions of this Clause 12 shall not apply to the service of any proceedings or other documents in any legal action.

13. Data protection

13.1 For the purposes of this Clause 13, the following terms shall have the following meanings:

“Agreed Purposes”: the sharing of information relating to Prospective Clients by the Partner with Blink;

“controller”, “data subject”, “personal data”, “personal data breach” and “processing”: as set out in the Data Protection Legislation;

“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data;

“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and

“Permitted Recipients”: the parties to this agreement and the employees of each party; and

“Shared Personal Data”: the personal data to be shared between the parties under this Agreement in respect of Prospective Clients and individuals engaged by Prospective Clients.

13.2 This Clause 13 sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that the Partner will regularly disclose to Blink Shared Personal Data collected by the Partner for the Agreed Purposes.

13.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach of this Agreement.

13.4 The Partner shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to Blink for the Agreed Purposes; and

(b) give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing.

13.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) promptly inform the other party about the receipt of any data subject rights request; and

(b) provide the other party with reasonable assistance in complying with any data subject rights request.

13.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents.

14. Confidential Information

14.1 Each party shall keep the other party’s Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 14.

14.2 A party may disclose the other party’s Confidential Information to those of its employees and Agents who need to know such Confidential Information provided that:

(a) it informs such employees and Agents of the confidential nature of the Confidential Information before disclosure; and

(b) it does so subject to the employees’ and Agents’ agreeing in writing to comply with obligations that are equivalent to those set out in this Clause 14.

14.3 A party may disclose the Confidential Information of the other party to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 14.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. For greater certainty, and without limitation, all information concerning Prospective Clients, Leads, Referrals, Merchants shall be and remain the Confidential Information of Blink.

14.4 The obligations of confidentiality in this Clause 14 shall not extend to any matter which either party can show:

(a) is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or

(b) was independently developed by it; or

(c) was independently disclosed to it by a third party entitled to disclose the same; or

(d) was in its written records prior to receipt.

14.5 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement. As between the parties to this Agreement, all information related to Merchants, Merchant Agreements and Merchant Services shall be the exclusive property of Blink.

14.6 On termination of this Agreement, each party shall:

(a) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from its computer systems (to the extent possible); and

(c) certify in writing to the other party that it has complied with the requirements of this Clause 14.6, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

14.7 The provisions of this Clause 14 shall continue to apply to any such documents and materials retained by a recipient party following termination of this Agreement for any reason.

14.8 The provisions of this Clause 14 shall continue to apply after termination of this Agreement.

15. Liability

15.1 The Partner shall indemnify, defend, and hold harmless Blink, Bank their employees and agents, from and against any loss, liability, damage, penalty or expense (including, without limitation, reasonable attorneys’ fees and cost of defence) that Blink or a Bank may suffer or incur as a result of:

(a) any failure by the Partner or any of its employees or Agents to comply with the terms of this Agreement;

(b) any warranty or representation made by the Partner or any of its employees or Agents being false or misleading;

(c) any representation, warranty or undertaking made by the Partner or any of its employees or Agents other than as specifically authorised by this Agreement; and/or

(d) acts or omissions of Partner or any Agent or any of their respective Affiliates, including negligence, fraud and wilful misconduct.

15.2 Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

15.3 With the exception of liability of Partner arising from Partner breach of the non-solicitation or confidentiality provisions hereof and subject to Clause 15.2, neither party shall be liable for any indirect or consequential loss arising under or in connection with this Agreement.

15.4 With the exception of liability arising from Partner breach of the non-solicitation or confidentiality provisions hereof and subject to Clause 15.2, each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of Compensation paid hereunder during the six (6) months prior to the event giving rise to liability.

15.5 Clause 15.3 and Clause 15.4 shall not serve to limit Partner’s liability under any indemnity given by the Partner under this Agreement.

16. Anti-bribery and corruption

16.1 The Partner shall:

(a) comply with all applicable laws, statutes, regulations and codes relating to anti- bribery and anti-corruption (“Relevant Requirements”), including but not limited to the Bribery Act 2010 (“BA 2010”);

(b) not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;

(c) comply with Blink ‘s ethics and anti-bribery policies as may be provided to the Partner by Blink from time to time (“Relevant Policies”);

(d) have and maintain in place throughout the Term its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 16.1(b), and will enforce them where appropriate;

(e) promptly report to Blink any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement;

(f) immediately notify Blink in writing if a foreign public official becomes an officer or employee of the Partner or acquires a direct or indirect interest in the Partner, and the Partner warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement; and

(g) within three months of the date of this Agreement, and annually thereafter, certify to Blink in writing signed by an officer of the Partner, compliance with this Clause 16 by the Partner and all persons associated with it under Clause 16.3.

16.2 The Partner shall provide such supporting evidence of compliance as Blink may reasonably request.

16.3 The Partner shall ensure that any person associated with the Partner who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Partner in this Clause 16 (“Relevant Terms”). The Partner shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Blink for any breach by such persons of any of the Relevant Terms.

16.4 For the purpose of this Clause 16, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Clause 16, a person associated with the Partner includes any Agent of the Partner.

17. Governing law and jurisdiction

17.1 This Agreement 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 laws of England.

17.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.

18. Miscellaneous

18.1 A person that is not a party to this Agreement shall not have any rights under or in connection with this Agreement.

18.2 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

18.3 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

18.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.5 Blink may, at any time, vary the terms of this Agreement by the provision of a minimum of 30 days’ notice to the Partner; in the event that the Partner does not agree to the variation, it may terminate this Agreement on the provision to Blink of not less than 20 days’ notice, such notice to take effect at the end of the 30-day notice period in respect of the variation. Notwithstanding the foregoing, Blink may vary Compensation hereunder to pass through increases in its own costs associated with the Merchant Services without prior consent of Partner but shall provide prior notice where it has itself received prior notice of the change. No other change to this Agreement shall be binding unless it is agreed in writing signed by each of the parties (and in such instance of a change agreed between the parties, “writing” shall not include email).

18.6 Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including Clauses 1, 4.1, 4.6, 4.12, 5.1, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18.

Blink Payment Anti-slavery policy

Blink Payment Environmental policy