SHOPLINE PAYMENTS TERMS AND USER AGREEMENT

Updated and Effective as of 07 JUNE, 2023

‍This Payments terms and user agreement policy will help you understand the following:

  1. SHOPLINE Payments
  2. Processor and Legal Relationship
  3. Registration
  4. User Rules
  5. Prohibited and Restricted Businesses
  6. Fees
  7. Payouts
  8. Reserves
  9. Taxes
  10. Data Security and Privacy
  11. Term and Termination
  12. Liabilities and Indemnification
  13. Confidentiality
  14. Governing Law and Dispute Resolution
  15. Miscellaneous

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By proceeding with using SHOPLINE Payments, you agree to be bound by the terms and conditions contained in this SHOPLINE Payments Terms and User Agreement (this “User Agreement”) and this User Agreement governs your use of SHOPLINE Payments and constitutes a legally binding agreement between you and Shopline Technology (UK) Limited, as the case may be (“SHOPLINE Payments”, “we” or “us”).

  1. SHOPLINE Payments

    1. SHOPLINE Payments provide you with (a) payment account onboarding; and (b) payment data transmission services that helps you integrate with a payment processor (“Processor”), together with other payment related services offered by us from time to time (collectively, “SHOPLINE Payments Service”).
    2. As you are also a user of SHOPLINE’s e-commerce enabler services (“SHOPLINE Website Service”) as described in the separate SHOPLINE Terms between you and the applicable SHOPLINE entity, the SHOPLINE Terms continue to govern your use of SHOPLINE Website Service.
    3. SHOPLINE Payments hereby grants you a non-exclusive, non-transferrable, non-sublicensable, limited, revocable right to use SHOPLINE Payments Service pursuant to this User Agreement. SHOPLINE Payments Service is licensed and not sold. We reserve all rights not expressly granted to you in this User Agreement. SHOPLINE Payments Service is protected by copyright, trade secret and other intellectual properties laws.

  2. Processor and Legal Relationship

    1. The Processor is a technical services provider which may be appointed and altered by us from time to time without notice. The Processor and an authorised financial institution handle the processing and settlement of your Transactions (as defined below) under separate terms and agreements with the Processor and with the financial institution respectively (collectively, the “Processor Terms”). By accepting this User Agreement, you also accept and consent to the Processor Terms, which constitute legal agreements between you and the Processor. In the event of any inconsistency between the Processor Terms and this User Agreement, this User Agreement shall prevail on the subject matters of this User Agreement.

    2. Currently, the Processor is:

      • Airwallex: Airwallex (UK) Limited, a company incorporated under the law of England and Wales;
      • Other Processors which may be added by us from time to time.

      Their Processor Terms can be found by clicking their names appearing above or in such other websites, places or locations determined by the relevant Processors from time to time without notice. You are required to regularly check on any updates on and amendments to the Processor Terms. You understand that your Transactions may be routed to one or more Processors for processing and settlement, and you hereby agree to the Processor Terms of all Processors who may receive and process your Transactions.

    3. We are not a financial institution or money service business but are instead a service provider of the SHOPLINE Payments Service under this User Agreement. We are not a party to the Processor Terms and is not liable to you in respect thereof. For the avoidance of doubt, no payment services regulated under the applicable laws is provided by us and that all such services are instead provided by the Processors
    4. The Processor is responsible for accepting and processing credit card, debit card and other payment methods (collectively “Cards”) with respect to the sales of your items through SHOPLINE Website Service (“CNP Transactions” or “Transactions”).  .
    5. It is your sole responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and the rules and regulations of the organizations who regulate and provide specific payment methods (such as Visa, MasterCard, JCB, American Express, Union Pay International, etc.) (collectively, “Payment Scheme Owners”, and their rules and regulations, “Payment Scheme Rules”).
    6. You assume sole and exclusive responsibility for the use of the SHOPLINE Payments Service. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. SHOPLINE Payments does not guarantee or assume any liability for Transactions authorised and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. SHOPLINE Payments or the Processor may add or remove one or more types of Scheme or Cards, in their sole discretion, at any time, without prior notice to you.

  3. Registration

    1. Only persons in the United Kingdom or other countries or regions we have approved in advance who sell goods or services using SHOPLINE Website Service may be granted access to the SHOPLINE Payments Service. You may not use SHOPLINE Payments Service for personal, family or household purposes. To use SHOPLINE Payments Service, you are required to first sign up for an account with SHOPLINE Payments Service (“SHOPLINE Payments Account”). As part of our “know your client” process, we will collect from you certain business and personal information, as well as information about your shareholders, owners, ultimate beneficial owners, principals, or other stakeholders. Such information may include, without limitation, your name, business name, trade name, address, email, phone number, business identification number or registration number, tax number, corporate governance, organizational and ownership structure (if applicable). We may require additional information to verify your identity and standing and assess your business risk. On a case-by-case basis, we may request to do a physical inspection at your place of business and to examine your books and records to verify your compliance with this User Agreement. You hereby authorise us to use the information you provided for the purpose of setting up a SHOPLINE Payments Account for you and providing the SHOPLINE Payments Service. You agree and acknowledge that we may access, retrieve and store additional information about you from third parties and via any public or non-public sources.
    2. During your use of the SHOPLINE Payments Service, in order to comply with the ongoing requirements and policies set by the Processor, the Payment Scheme Owners and/or the relevant financial institutions, we may require additional information from you or request you to update or confirm the information you previously provided regularly or from time to time on an ad-hoc basis. In the event there are any material change in information provided by you to us, you shall promptly notify us as soon as possible.
    3. If you are signing up for yourself, you represent and warrant that (a) you are not barred from agreeing and accepting this User Agreement or are barred from using the SHOPLINE Payments Service under applicable laws and (b) all registration information you submit is complete, accurate and truthful.
    4. If you are signing up for a SHOPLINE Payments Account on behalf of a company, organization or other legal entity, you represent and warrant that (a) you are authorised to do so, (b) the legal entity you represent agrees to be bound by this User Agreement, (c) neither you nor the legal entity you represent are barred from agreeing and accepting this User Agreement or are barred from using the SHOPLINE Payments Service under applicable laws, and (d) all registration information you submit is complete, accurate and truthful.
    5. We will review the information you provide and other information we gather in connection with your application. We will notify you of our review result, which may be in the form of a permission to open a SHOPLINE Payments Account with us, ineligibility for the use of SHOPLINE Payments Service, or result pending upon the provision of further information.

  4. User Rules

    1. General Compliance. You are obliged to comply with all applicable laws, regulations and rules in the course of your use of SHOPLINE Payments Service. Without limiting any other requirements or restrictions set out in this User Agreement, you must not  (a) submit any Transaction for process that does not arise from your sale of products or services; (b) serve as a payment intermediary or otherwise resell or pass through SHOPLINE Payments Service to others; (c) submit any fraudulent or potentially fraudulent Transactions for processing;  (d) provide cash advance to cardholders by utilizing the credit available on any Card; or (e) use the SHOPLINE Payments Service in a manner that violates the Payment Scheme Rules or abuses the Payment Scheme.
    2. Access to Service. You shall not: (a) permit any third party (other than your employee or agent who shall be equally subject to this User Agreement) to use the SHOPLINE Payments Service, including, but not limited to, accessing your dashboard on SHOPLINE website (the “SHOPLINE Dashboard”); (b) reverse engineer, disassemble, or otherwise attempt to discover the source code or knowhow of any part of SHOPLINE Payments Service; (c) access SHOPLINE Payments Service with the purpose of creating a competing product or service; (d) create derivative work based on any part of SHOPLINE Payments Service; or (e) copy, frame or mirror any part of the content of the SHOPLINE Payments Service.
    3. Recurring Transactions. For each recurring transaction, you are required to obtain prior express consent from your customers at the point of checkout or sale. You must provide your customer with the following information when obtaining consent: (i) the amount of the recurring transaction; (ii) whether the amount is fixed or variable; (iii) the date of the recurring transaction; (iv) whether the date is fixed or variable; and (iv) an agreed method of communication for all future correspondence with your customers. You must also, using the agreed method of communication, provide your customers with confirmation that a Recurring Transaction agreement has been entered.  This confirmation must be provided within two business days upon entering that recurring transaction agreement, and must be separate from the sales agreement. You undertake to notify your customers that any consent to recurring transaction given by your customers is subject to cancellation by your customers at any time, and you should not debit or attempt to debit your customers’ Cards, bank accounts or other payment methods after being notified of the cancellation of the recurring transaction consent. You must notify your customers in writing of the amount to be debited and the due date of the debit at least 14 days prior to (i) the first debit, and (ii) each subsequent debit (unless the recurring transaction consent sets out the amounts payable and the due dates and none of these have changed or other objective criteria are agreed with your customer for calculating the due dates). You should retain the recurring transaction consent for the duration of the recurring transactions, and for a period of 18 months after the final payment that is made pursuant to it. You should produce the recurring transaction consent to us on first demand.
    4. Fines under Payment Scheme Rules. You understand that for violations of certain key requirements under Payment Scheme Rules by you, some Payment Scheme Owners can levy significant fines ranging from USD 25 to USD 1 million. Key examples of Payment Scheme Rules which would subject you to fines: (i) using the SHOPLINE Payments Service for other products and services than which you received express authorization or approval to use it for; (ii) using the payment method for products or services which are violating applicable laws; (iii) using the SHOPLINE Payments Service for selling products and services for which the Payment Scheme Owner explicitly prohibited its use (e.g. adult content, arms, drugs, counterfeit goods); (iv) percentage of your Transactions which are subject to a chargeback is above the applicable acceptable level; (v) your breaches of security and confidentiality obligations with respect to payment data; or (vi) your fraudulent, misleading activities of which Card holders are the victim. In the event that such fines are levied on us, all such fine and related costs and expenses paid or borne by us shall be indemnifiable by you pursuant to Section 12 of this User Agreement.
    5. Store Website. You agree to include the following information clearly and conspicuously on your store websites using SHOPLINE Payments Service: (i) Appliable Payment Scheme Owners’ brand mark in full colour to indicate that Payment Scheme Owners’ acceptance; (ii) complete description of the your products/services and the applicable terms and conditions; the terms and conditions should be displayed to your customers during the order process; (iii) complete description of the refund, return and cancellation policies (if you have a limited refund policy, it must be clearly communicated to your customers prior to the purchase); (iv) “click to accept” button, or other acknowledgment, evidencing that your customer have accepted the return/refund policy; (v) Your service contact information including email address or telephone number; (vi) your permanent business address; (vii) Transaction currency in both words and symbols; (viii) all export restrictions (if known); (ix) delivery policy, and special delivery policy, if any; (x) Your country or jurisdiction of incorporation which must be provided to your customers during the payment process; (xi) consumer data privacy policy; and (xii) security capabilities and policy covering transmission of payment card details when the payment method used is a Card, or any other consumer sensitive details in relation to other payment methods. Additional information may be required, depending on the payment method you use. We may require your store website to include such other marks, texts or information as we or the applicable Processors may see appropriate. The failure of your store website to comply with our requirements from time to time will render you no longer eligible for the SHOPLINE Payments Service and constitute your material breach of this User Agreement.
    6. Recurring Transactions. For each recurring transaction, you are required to obtain prior express consent from your customers at the point of checkout or sale. You must provide your customer with the following information when obtaining consent: (i) the amount of the recurring transaction; (ii) whether the amount is fixed or variable; (iii) the date of the recurring transaction; (iv) whether the date is fixed or variable; and (iv) an agreed method of communication for all future correspondence with your customers. You must also, using the agreed method of communication, provide your customers with confirmation that a Recurring Transaction agreement has been entered.  This confirmation must be provided within two business days upon entering that recurring transaction agreement, and must be separate from the sales agreement. You undertake to notify your customers that any consent to recurring transaction given by your customers is subject to cancellation by your customers at any time, and you should not debit or attempt to debit your customers’ Cards, bank accounts or other payment methods after being notified of the cancellation of the recurring transaction consent. You must notify your customers in writing of the amount to be debited and the due date of the debit at least 14 days prior to (i) the first debit, and (ii) each subsequent debit (unless the recurring transaction consent sets out the amounts payable and the due dates and none of these have changed or other objective criteria are agreed with your customer for calculating the due dates). You should retain the recurring transaction consent for the duration of the recurring transactions, and for a period of 18 months after the final payment that is made pursuant to it. You should produce the recurring transaction consent to us on first demand.
    7. Records Retention. You undertake to maintain a copy of all electronic and other records related to the Transactions ordering and delivery of your products/services for a period of 18 months.  

  5. Prohibited and Restricted Businesses

    1. SHOPLINE Payments Service may not be used for any products or services that appear in our Restricted Services and Products List and any additional products or services specified as restricted, high risk or prohibited by the Payment Scheme Rules. The Restricted Services and Products List is indicative but not exhaustive and we have the right to interpret, update or amend the List at any time. You are encouraged to contact us if you have questions about how these requirements would apply to your business.
    2. If your business falls within the ‘restricted category’ in our Restricted Services and Products List, you may request a waiver from this restriction on a case-by-case basis, and we may require you to provide additional information in connection with your business and will decide in our sole discretion whether to grant a waiver.
    3. You agree and acknowledge that, without limiting the foregoing, SHOPLINE Payments Service may not be used (and Transactions may not be submitted for processing) for prepaying your products/services for which the delivery date is in part, or in whole, more than 6 months after the date the Transaction is submitted for processing.

  6. Fees

    1. We will notify you of our fees for the provision of SHOPLINE Payments Service in connection with your SHOPLINE Payments Account (“Service Fees”) from time to time, through our SHOPLINE website, your SHOPLINE Dashboard or other applicable communication channels. Please note that the rate of Service Fees applicable to you is subject to Section 13 (confidentiality) and may be changed from time to time, and we will serve you a thirty (30) day notice before any change of rate becomes effective. You agree to pay the Service Fees and that we may (through the Processors or otherwise) deduct the amount of Service Fees from the funds payable to you arising from the settlement of your Transactions or from your Reserve Account.
    2. Service Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If the deducted amount is not sufficient to satisfy your obligations to us, we may charge the payment method associated with your SHOPLINE Payments Account for any amounts owed to us.
    3. If the actual profile of your Transactions, which includes but is not limited to the volume of Transactions, average ticket size, spread across payment methods, geographical spread and other relevant information of your Transactions, differs materially from the figures you provided to us, we have the right to proportionally adjust our Service Fees at any time.
    4. In addition to Service Fees, you are also responsible for any penalties and fines imposed on you or on us by any Payment Scheme Owner, financial institution or bank as a result of your use of SHOPLINE Payments Service in a manner in violation of this User Agreement, the Payment Scheme Rules or the rules and regulations of such financial institution or bank.
    5. You hereby authorise us to set-off by whatever means the whole or any part of your liabilities to us under this User Agreement (or any other contract with us) or to our affiliate for your use of the SHOPLINE Website Services against any funds credited to or owing to you under this User Agreement (or any other contract with us). We may exercise this right of set-off at any time, with or without notice to you, whether such liability is present or future, liquidated or unliquidated, and whether or not such liability arises under this User Agreement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.
    6. To secure your performance of your obligations under the SHOPLINE Payment Terms, you grant us a first priority lien and security interest on all funds in your Payouts.

  7. Payouts

    1. We will remit the funds related to the Transactions (typically after we have received settlement(s) from the Processor/Payment Scheme Owner) net of the Service Fees and any applicable deductions (“Payouts”). You may find your payout schedule in your SHOPLINE Dashboard. It is your responsibility to evaluate if the payout schedule (which is set by us and may be updated by us from time to time) is acceptable before you submit any Transaction. You agree that any overpaid and/or unduly received funds (e.g. related to the Transactions for which we have overpaid due to the IT infrastructure breakdown) shall be, upon our written notice to you of such overpayment, at our option: (a) deducted by us from the funds related to the subsequent Transactions before the next Payout(s), (b) refunded immediately by you, and/or (c) deducted from your Reserve Account.
    2. We reserve the right to withhold and/or defer Payouts if they are submitted for authorization, but suspected to be fraudulent, suspected to be related to illegal activities or likely to become subject to a chargeback and/or Payment Scheme Owner's and/or the relevant financial institution’s investigation, until satisfactory completion of our investigation, that of the relevant Payment Scheme and/or the financial institution’s or that of a third party nominated by any of the parties hereby. You agree to give your full co-operation to any such investigation. No interest will be due over amounts held prior to Payout to you pending the satisfactory completion of such investigation.
    3. Further, we reserve the right to withhold and/or defer Payouts entirely or partially in the event that (a) you fail to fulfil any sanction or screening; (b) the settlements for your Transactions are delayed or put on hold by the Processor/Payment Scheme Owner/relevant financial institution; or (iii) we receive a direction from a law enforcement agency or regulator.
    4. Your SHOPLINE Dashboard allows you to select the currency in which your store uses to transact with customers, which may differ from your base currency. Save for any manifest error, you agree that any determination by the Processor and/or Payment Scheme Owner as to the exchange rate applicable to you shall be conclusive and binding upon you absolutely.

  8. Reserves

    1. You agree that certain funds in your SHOPLINE Payments Account are or will be held in reserve and set aside to recover chargebacks, refunds, or other payment obligations under this User Agreement or the Processor Terms (“Reserves”). The terms of your Reserves will be set and changed by us in our sole discretion from time to time and then be notified to you. Typically, the Reserves may be a certain amount of the funds received for a Transaction and are held in a sub-account in your SHOPLINE Payments Account (“Reserve Account”) for a period of time.
    2. You agree that you are not entitled to any interest on the funds held in the Reserve Account and you have no right to direct the Reserve Account.
    3. As chargebacks and fines may arise a considerable period after the date of the relevant Transaction, you acknowledge and agrees that, notwithstanding any termination of the User Agreement for any reason, we will remain entitled to recover chargebacks and chargeback fees and related fines from you that occur in relation to Transactions effected during the term of the User Agreement.
    4. Funds in your Reserve Account will remain in the Reserve Account for a certain period of time following the termination of this User Agreement or your last Transaction submitted to us. Usually, such funds in your Reserve Account will be released you in steps to account for the decrease in uncompleted order amount, fraud exposure and/or Fine exposure and where applicable, will be in part or in whole applied by us to pay for chargebacks, cover fines or fraud claims or pay for unpaid Service Fees due by you.

  9. Taxes

    1. You have sole and exclusive responsibility to ascertain what, if any, taxes apply to your Transactions, the sale of your products and services and/or the payments you receive through your SHOPLINE Payment Account or your use of the SHOPLINE Payments Service (“Taxes”). It is your sole responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere.

  10. Data Security and Privacy

    1. You are solely responsible for the security of data on your store website. You must comply with all applicable laws and regulations governing your collection and use of any personal information of your customers (“Customer Information”), including but not limited to any Card or Transaction information. You are obliged to comply with the applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements. You must not copy, capture or intercept your customers’ payment instrument related information such as card number and sensitive authentication data that are entered on your SHOPLINE Payments Account or via SHOPLINE Payments Service. You must not store any CVV2 data at any time. You further undertake to comply with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal information, including through SHOPLINE Payments Service. In addition, you represent that you have obtained all necessary permissions and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any Card information of your customers that you provide to us, or authorise us to collect, including information that we may collect directly from you of your customers via cookies.
    2. You must comply with the personal data protection laws of your country of origin and of those countries in which you offer your products/services and, in particular when processing and sending the personal data to us in the context of using SHOPLINE Payments Service and submitting Transactions. You should take reasonable steps to ensure that the personal data you submitted is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed; and kept in a form which permits identification of the parties whose personal data are processed for no longer than is necessary for the purposes for which the personal data are processed unless a longer retention is required or allowed under the applicable law.
    3. You are solely responsible for informing your customers that we and/or the Processor will collect and process their Card information in our provision of the SHOPLINE Payments Service to you, and that in so doing we and/or the Processor may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.
    4. We value and endeavour to protect your privacy. SHOPLINE’s Privacy Policy will continue to apply and is incorporated herein by reference. You consent to the exchange of your information between your accounts with SHOPLINE Website Service and your SHOPLINE Payments Accounts and we and our affiliates may share and commingle such information for the purpose of your use of the SHOPLINE Payments Service. In addition, you agree that for the purpose of providing SHOPLINE Payments Service (including, in particular, for the purpose provision of payments related or value added services, compliance of laws, regulations or enforcement orders, transaction monitoring and fraud and illegal activity detection) to you, we may share your personal information with the Processors or the Payment Scheme Owners or their respective representatives, agents, employees, contractors, advisors, consultants or regulators.

  11. Term and Termination

    1. This User Agreement shall become effective and operative between you and us upon the date you accept them and shall continue in full force and effect until you or we terminate your use of the SHOPLINE Payments Service.
    2. You may terminate this User Agreement by closing your SHOPLINE Payments Account by following the instructions on your SHOPLINE Dashboard. We may terminate this User Agreement and close your SHOPLINE Payments Account at any time for any reason, upon notice to you via SHOPLINE Dashboard or through elsewhere. The closure of your SHOPLINE Payments Account will be at our sole discretion and possible grounds for termination and closure include but are not limited to (a) you are no longer eligible for the SHOPLINE Payments Service; (b) there are legal, credit, regulatory or other risks associated with your SHOPLINE Payments Account; (c) you breach or violate this User Agreement, Payment Scheme Rules, PCI DSS, or any laws, regulations or rules that are applicable to you or your SHOPLINE Payment Account; and (d) we have receive a request from the Processor, Payment Scheme Owner, Card issuer or any regulators or authorities to close your SHOPLINE Payments Account.
    3. Without limiting the foregoing, we may suspend your use of SHOPLINE Payments Service or your access to your SHOPLINE Payment Account.
    4. Upon termination and closure of your SHOPLINE Payments Account, you access to SHOPLINE Payments Service will be discontinued. You agree to complete all pending Transactions and stop accepting new Transactions through the SHOPLINE Payments Service.
    5. The termination of this User Agreement and your SHOPLINE Payments Account does not release you from any obligation or liability which has already accrued as of the date of termination. We and the Processor may elect to continue to hold any funds of you pending resolution of any other terms or obligations under this User Agreement or the Processor Terms, including but not limited to refunds, chargebacks, fees, fines, or penalties.
    6. Your use of SHOPLINE Payments Service is distinct from SHOPLINE Website Service. The termination of this User Agreement and your SHOPLINE Payments does not necessarily terminate your use of SHOPLINE Website Service.
    7. Section 11 (Term and Termination), Section 12 (Liabilities and Indemnification), Section 14 (Governing Law and Dispute Resolution) and any other terms and provisions herein by their nature or otherwise reasonably should survive termination of this User Agreement shall survive any termination of this User Agreement.

  12. Liabilities and Indemnification

    1. You agree to indemnify and hold SHOPLINE Payments, our affiliates, and their respective directors, employees, agents and service providers (each, a “SHOPLINE Entity”) harmless for and against any and all damages, losses, costs and expenses arising out of or resulting from (a) any breach of any representation or warranty made by you contained in this User Agreement and any other agreements between you and us; or (b) any breach of any covenant or agreement made by you in this User Agreement and any other agreements between you and us.
    2. You acknowledge that SHOPLINE Payments has agreed to indemnify and hold the Processor harmless for some, and in some cases, all of your liabilities under the Processor Terms, including but not limited to, disputes (such as chargebacks), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as SHOPLINE becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, SHOPLINE Payments Service, or Payment Scheme Rules, you agree to indemnify and hold SHOPLINE harmless from and against any and all such liabilities. We reserve the right to require a deposit or a personal guarantee to secure your obligations and liabilities under this User Agreement.
    3. You will indemnify and hold all and any SHOPLINE Entities harmless from any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a SHOPLINE Entity, and you agree to fully reimburse the SHOPLINE Entities for any Claims that result from: (a) your breach of any provision of this User Agreement; (b) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of the SHOPLINE Payments Service; (c) negligent or wilful misconduct of your owners, employees, contractors, or agents; (d) contractual or other relationships between you and your customers; or, (e) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Processor or any Payment Scheme Owner. Such Claims may include, without limitation, your customers’ claims for refunds for purchased items that are filed with us.
    4. We will have the exclusive control over the conducts, defences, investigations, proceedings and settlements with respect to the Claims. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to us.
    5. If you are liable for any amounts owed to us, we may immediately recover such amounts from your Reserve Account. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us.
    6. SHOPLINE PAYMENTS PROVIDES SHOPLINE PAYMENTS SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPLINE PAYMENTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SHOPLINE PAYMENTS SERVICE, THE PROVISION OF THE SERVICES, OR THE INFORMATION OR CONTENT DISPLAYED ON OR ACCESSIBLE VIA THE SHOPLINE PAYMENTS SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF SHOPLINE PAYMENTS SERVICE IS AT YOUR SOLE RISK. SHOPLINE PAYMENTS DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION SHOPLINE PAYMENTS PROVIDES OR THAT IS PROVIDED THOUGH SHOPLINE PAYMENTS SERVICE.
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      IN NO EVENT SHALL A SHOPLINE ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR SHOPLINE PAYMENTS SERVICE, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF SHOPLINE PAYMENTS SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF SHOPLINE PAYMENTS SERVICE OR YOUR SHOPLINE PAYMENTS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
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      SHOPLINE ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, ARISING FROM YOUR ACCESS TO OR USE OF SHOPLINE PAYMENTS SERVICE; (II) ANY UNAUTHORISED ACCESS TO OR USE OF SERVERS IN CONNECTION WITH SHOPLINE PAYMENTS SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY CESSATION OR INTERRUPTION OF TRANSMISSION TO OR FROM SHOPLINE PAYMENTS SERVICE; (IV) ANY SOFTWARE VIRUSES, BUGS, TROJAN HORSES, OR OTHER MALICIOUS CODE THAT MAY BE TRANSMITTED THROUGH SHOPLINE PAYMENTS SERVICE; (V) ANY ERRORS OR INACCURATE OR MISLEADING INFORMATION IN ANY CONTENT, FOR ANY LOSS OR DAMAGE CAUSED BY THE USE OF ANY CONTENT, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SHOPLINE PAYMENTS SERVICE; AND/OR (VI) THE CONTENT OF OTHER USERS OR ANY THIRD PARTY.
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      WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, SHOPLINE ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SHOPLINE PAYMENTS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
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      THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SHOPLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
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      THE PROVISIONS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  13. Confidentiality

    1. “Confidential Information” includes, but is not be limited to, any and all information associated with a party’s business and is not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. SHOPLINE’s Confidential Information includes all information that you receive relating to us, or to the SHOPLINE Payments Services, that is not known to the general public including information related to our security program and practices.
    2. Each party agrees to use the other party’s Confidential Information solely as required for performing its obligations under this User Agreement. Each party agrees that it will take all reasonable measures, at least substantially equivalent to the measures it takes to protect its own proprietary information, to prevent unauthorised disclosure or use of any such Confidential Information, other than (i) by or to its directors, officers, employees, agents, suppliers and sub-contractors on a strictly need-to-know basis for performing such party’s obligations hereunder, provided that the person to which such Confidential Information shall also be subject to confidentiality obligations equivalent to those hereunder; or (ii) as required under Payment Scheme Rules or by any law, regulation, or order of any competent court over the parties and the subject matter contained in this User Agreement, provided that, to the extent legally permissible, the receiving party will notify the disclosing party in writing as soon as possible and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information does not include any information that, as demonstrated by reasonably evidence of the receiving party: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, and without breaching any provisions of this User Agreement; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this User Agreement.

  14. Governing Law and Dispute Resolution

    1. The law governing the validity, construction and interpretation of this User Agreement and applying in any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be the law of England and Wales.
    2. Unless otherwise agreed upon by you and us in writing, any dispute, controversy or claim arising out of or relating to this User Agreement, or the breach, termination or invalidity thereof shall be resolved by arbitration in accordance with the UNCITRAL Arbitration Rules then in force. The appointing authority and the place of arbitration shall be the London Court of International Arbitration. There shall be only one arbitrator. The language of the arbitration shall be English. Any award of the arbitrator shall be enforceable by any court having jurisdiction over the party against which the award has been rendered.

  15. Miscellaneous

    1. Notification. All notifications sent to you by us under this User Agreement may be delivered via a webpage announcement, in-application pop-up message (in particular, Intercom messaging system), email, text message, or post or through your SHOPLINE Dashboard. Such notifications shall be deemed to have been received by the recipient on the date sent. Notifications from you to us should be sent to the contact address, fax number, email address or other contact details officially announced or notified by us.
    2. Audit Right. We will have the right to perform audits and inspect your business premises or facilities upon reasonable advance written notice to verify your compliance with this User Agreement, Payment Scheme Rules, PCI DSS, and any applicable laws, regulations and rules. We may in our sole discretion appoint a third party to carry out such audit and inspection. If any breach or non-compliance is discovered or established from the audit or inspection, the costs and expenses of such audit or inspection shall be borne by you.
    3. Non-Waiver.  Any failure by us to enforce or exercise any provision of this User Agreement, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in any provision of this User Agreement are reserved. We may provide you with notices, including those regarding changes to this User Agreement, by email (being the primary email linked to your account), regular mail, postings on SHOPLINE Website Service, in-application messaging system (Intercom) or other reasonable means now known or developed in the future.
    4. Amendment.  We reserve the right, in our discretion, to change, amend, to add or remove any provisions in this User Agreement ("Amendments"). We will notify you of the Amendments by email (being the primary email linked to your account) or by posting the updated User Agreement with the Amendments on SHOPLINE Website Service.  You are advised to check this User Agreement from time to time for any Amendments that may impact you. By continuing the use of SHOPLINE Payments Service, you agree to be bound by the updated User Agreement with the Amendments. Unless otherwise specified, any Amendments will apply on the date on which the updated User Agreement with the Amendments are communicated to you or posted on SHOPLINE Website Service.
    5. Severability.  If any provision of this User Agreement is found or determined to be invalid or unenforceable under any applicable law, including, but not limited to, the warranty disclaimers and liability limitations set out above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this User Agreement will continue in effect.
    6. Entire Agreement. This User Agreement and all terms, conditions, policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and SHOPLINE Payments with respect to the provision of SHOPLINE Payments Service.
    7. Remedies. Except as expressly provided in this User Agreement, this User Agreement describes the entire liability of SHOPLINE and our vendors and suppliers and sets forth your exclusive remedies with respect to SHOPLINE Payments Service and your access and use of SHOPLINE Payments Service.
    8. Assignment.  You may not assign or otherwise transfer any rights and obligations hereunder, without our prior written consent, which we may refuse in our sole discretion. Any attempted assignment without our prior written consent shall be deemed null and void. We may assign or transfer our rights and/or obligations under this User Agreement at any time without your consent by giving you a notice. We may effectuate such assignment or transfer by novation at our option.
    9. Force Majeure. Any delay or failure of either party to perform its obligations under this User Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party’s reasonable control, without such party’s fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event”). An affected party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimised and resume full performance under this User Agreement. However, nothing in this section will affect or excuse your liabilities and obligations with respect to the payment of fees, chargebacks, refunds, claims, fines, penalties, reversals or unfulfilled products and services.

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