'Agreement'
These terms and conditions, to the exclusion of all other terms and conditions that have been, or may be entered into between the two parties hereto, whether expressed or implied, together with the Schedule of Supported Services and any authorised appendices thereto, unless agreed otherwise in writing.

'Anniversary Date'
The annual date of automatic renewal of the Agreement subject to conditions in Part 8.

'Commencement Date'
The effective start date of the Agreement as shown at 1b.

'Customer'
Shall mean the party whose name appears on the Schedule of Supported Services, it’s officers, employees and agents having it’s principal place of business at the address detailed in the Agreement.

'Fix'
The restoration of Authorisation Service functionality by the provision of re-configuration, application of patches, instruction or other actions detailed under the definition for Service.

'Initial Term of Agreement'
Shall mean a period of not less than one year (unless otherwise specified at Part 1c) starting from the commencement date of the Agreement.

'Prime Shift Time'
9am to 5pm, Monday to Friday excluding statutory holidays.

'Skypay'
Skypay Limted, it’s officers, personnel and agents

'Schedule of Supported Services'
The services specified in Parts 1 and 2.

'Service'
A service for the authorisation and payment of credit, debit and charge card transactions together with the provision of the necessary software and hardware interface through which authorisation and payment of credit/debit/charge card transactions takes place.

'Service Provider'
The company or legal entity that offers card processing.

'Support'
The diagnosis of errors and restoration of functionality by way of re-configuration, patch provision, driver update, software re-load or user guidance to remedy a fault, and the implementation of mandatory updates, adjustments, additions or modifications to the Service as Skypay may prescribe from time to time.

'Throughput Charges'
A charge levied on the gross value or number of transactions processed by the Card Authorisation and Payment system as specified in Part Two.

If a charge is levied on the gross value of transactions processed as specified in Part Two, the charge will vary according to the aggregate value of transactions processed in any uninterrupted agreement period.

Part Two - CHARGES

Skypay Limited currently have two charging schemes.

Once the £50+VAT signup fee is paid the customer can either pay

£20 +VAT per month and receive transaction charges of 17p+VAT each
or
£10+VAT per month and receive transaction charges of 37p+VAT each

Part Three AGREEMENT

3.a IMPORTANT: This Agreement is a legal agreement between the Customer and Skypay Limited. The Agreement extends to the Service, and any associated software provided as part of the Service, associated media - including documentation, upgrades and patches and printed material. By your signature, you agree to be bound by the terms of this Agreement.

3.b Copyright and Intellectual property laws protect the Service included in this Agreement.
     i) The copyright in any software comprised within the Service shall remain the property of Skypay.

3.c The Agreement is effective for the full term (this being the Initial Term of Agreement and any additional period until terminated).

3.d The Customer accepts that the Service and any accompanying software are valuable trade secrets of Skypay and as such agrees to: -
    i) hold such trade secrets in confidence
    ii) not reverse engineer, decompile, disassemble or in any way tamper with the Service, except and only to the extent that the law expressly permits such activity.

3.e The Service and any accompanying software is made available to the Customer on a non-exclusive basis, and the Customer shall use the same only in accordance with this Agreement.

3.f The Customer may make this Service available for use by third parties on terms where applicable, no less protective than in this agreement

3.g The Customer informs Skypay of the third party in advance of the Customer making the Service available to them.

3.h Skypay reserves the right to refuse Service to a third party where such third party is in breach of applicable laws or the third party’s use of the Service brings Skypay into disrepute.

3.i The Service is made available as a single service and it may not be separated.

3.j Except as detailed above, the Customer may not rent, lease, sell or dispose of the Service unless expressly permitted in writing by Skypay.

Part Four - SUPPORT

4.a Skypay will provide telephone support for the Service.

4.b Skypay will respond to logged Service support requests within a maximum of one (1) hour from the time of the call being logged during Prime Shift Time.

4.c Support will be provided during Prime Shift Time unless otherwise stated on the Schedule Supported Services.

4.d Faults should be reported promptly to Skypay by telephone, with whatever information is available, together with the results of any Customer performed tests.

4.e Skypay will correct any operational defects with the Service. Such corrections will be made available, providing the Customer has co-operated with Skypay’ support personnel to achieve resolution. This co-operation shall, at the discretion of Skypay, include the right to request any of the following from the customer ;
    i) Verification of the problem by replication where reasonably practicable.
    ii) Test and verification of Skypay suggested corrective actions.
    iii) Submission of a written Service error report to Skypay detailing information as reasonably requested.

4.f Where appropriate Skypay may attempt to replicate the fault at its premises.

4.g The Customer will provide full and free access to any software that communicates with the Service

4.h Without prejudice to the Customer’s other rights and remedies under this Agreement, if the Customer discovers an error in
the Service and notifies Skypay of the error, Skypay shall promptly correct the error where this is under Skypay’ control.

4.i Skypay shall in the event of any Service failure allocate all such resources as are necessary to resolve such failure at no
additional charge to the Customer and actively manage the interface with other applicable providers to achieve resolution of the failure.

Part Five - EXCLUSIONS

5.a The provision of hardware other than Skypay utilised hardware that communicates with the Service.

5.b Customisation of the Service or accompanying software if required by the Customer.

5.c The provision of patches, updates or bug fixes in other software run by the customer and not provided by Skypay.

5.d Audit and/or compliance testing for date related issues on related software not Licensed to the Customer by Skypay.

5.e Correction of errors or defects caused by the operation of the Service in a manner other than that currently specified by Skypay and as made available and amended from time to time .

5.f Correction of errors or defects caused by modification, revision, variation, translation or alteration of the Service not authorised by Skypay.

5.g Correction of errors caused in whole or in part by the use of computer programmes other than any accompanying software, unless those programmes are also covered within the scope of this agreement as defined by the Schedule of Supported Services.Training of customer’s staff.

5.h Correction of errors or defects which are the subject of a warranty under another agreement

5.i Correction of errors or defects on any Service or accompanying software defined by Skypay and as notified to the Customer as Pre-release, Beta, Release Candidate or such other common reference as may be used to describe an incomplete or test product.The following Ancilliary costs arising out of the Customers use of the Service: -
   i) Hardware costs
   ii) Software costs
   iii) Telecommunication charges
   iv) Electricity

Part Six - SERVICE CHARGES

6.a The annual charge for provision of the Service is shown at Part 1a and is fixed for a period of twelve months from the Commencement Date of Service and is payable as specified in Part 1.

6.b The Charges set out shall be payable by the Customer within thirty (30) days of receipt of Skypay’ invoice or thirty (30) days after the date payment was due, whichever is the later. The charges shall be subject to the addition of VAT or other like tax that might be applicable. The annual charge includes all labour and overhead expenses, except for the exclusions detailed in Part 5.

6.c Throughput Charges will be paid monthly in arrears by Direct Debit.

6.d If payment is not made on the due date for such payment, Skypay reserves the right to charge interest on a daily basis from the due date, at the rate of 4% above the Base Lending Rate as defined by the Bank of England in force from time to time, to the date of receipt by Skypay of the charges payable.

6.e Skypay shall be entitled to alter its charges from the end of the Initial Term of the Agreement upon giving the Customer not less than 30 (thirty) days’ notice to the effect.

Part Seven - SOLICITATION OF PERSONNEL

7.a During the term of this agreement, and for a period of six months after this agreement has ended, neither party shall endeavour to solicit or entice away , any employee(s) of the other who are, or have been, directly or indirectly engaged in the performance of the Agreement without the prior written consent of the other. Where written consent is given, an introductory fee, which shall not exceed 20 (twenty) percent of the annual salary and accrued benefits of such an employee may be chargeable.

7.b A breach of clause 7a renders the offending party liable to pay an introductory fee equivalent to twenty percent of the annual salary and accrued benefits of such employee(s) , which payment shall be in full and final satisfaction of any claim arising for breach of this clause 7b.

Part Eight - TERMINATION

8.a This Agreement shall commence on the Commencement Date and shall continue for a minimum period of one year (unless otherwise specified or unless earlier terminated in accordance with its terms), and thereafter annually in perpetuity until terminated by either party giving the other not less than 30 (thirty) days written notice by recorded or registered post at any time from the Commencement Date such that this Agreement will end at its Anniversary Date.

8.b Either party may terminate this Agreement by giving immediate written notice of termination by recorded or registered post, to the other in the event that the other party does not perform its material obligations under this Agreement, having received written notice of such non-performance, and, in the case of a remediable failure, has failed to remedy such failure within 21 (twenty-one) days after receipt of the written notice given to it requiring compliance with the provision or provisions concerned.

8.c The Agreement may be terminated forthwith by one party if the other party convenes a meeting of its creditors or if a proposal be made for a voluntary agreement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors, or if the other party shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party, or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party, or for the making of an administration order.

8.d Termination will not entitle the customer to repayment, wholly or partly of the due fees, but shall be without prejudice to any accrued right or remedy of the Customer..

Part Nine - FORCE MAJEURE

9.a If either party is prevented (directly or indirectly) from performing any of its obligations under this Agreement by reason of force majeure or any circumstance beyond a party’s reasonable control, then that party shall be entitled to a reasonable extension of the time for performing such obligation.

9.b The defaulting party shall recommence its obligations and duties immediately upon cessation of the force majeure event.

9.c The non-defaulting party may give notice to terminate this Agreement with immediate effect and without liability resulting from such termination if a default due to an effect of force majeure continues for more than 4 (four) weeks.

Part Ten - INDEMNITIES AND LIABILITIES AND WARRANTIES

10.a Skypay will indemnify the Customer for direct physical damage to equipment or property resulting from the negligence of Skypay.. In respect of equipment, liability is limited to the prompt making good by repair or replacement of any part of the equipment that has been damaged or destroyed. Skypay’ liability for direct physical damage to property is limited to 1,000,000 pounds (one million) in respect of any one incident or series of related incidents.

10.b Neither party shall be liable under any circumstances whatsoever for any loss of profit, loss of contract or for indirect or consequential loss or damage suffered or incurred by the other.

10.c Skypay will indemnify the Customer in respect of claims for personal injury or death resulting from Skypay’ negligence

10.d The customer will indemnify Skypay in respect of loss or damage suffered by Skypay as a result of the wilful or negligent act of any of the customer’s third party users in breach of their own agreements with the customer, and which breach the customer has not taken steps to enforce.

10.e Skypay indemnifies the customer against any claims losses, damages and expenses (including legal costs and expenses) made against or suffered by the Customer arising from any infringement of any intellectual property or any other proprietary right in connection with his direct use of the Service.

10.f The Customer understands that all title, copyright and intellectual property in and to the Service and any accompanying software, whether customised or not (including, but not limited to images, photographs, text, animations, video, audio, music, applets, dynamic link libraries, executables, scripts, etc. incorporated in the Service), the accompanying printed material, on-line documentation, upgrades and patches are owned by Skypay and Astara Ltd..

10.g Skypay warrants that the Service will perform in substantially accordance with the documentation

10.h The Service shall be made available by Skypay on a continual basis. However, since the Service uses the Internet, the banking networks and other infrastructure elements that are beyond our control we cannot offer any indemnity on up-time.

10.i The Service may not be used in life critical circumstances such as aircraft, air traffic control, hospital equipment. . There are no warranties implied other than those expressed here.

Part Eleven - SINGULAR, PLURAL & GENDER

11.a The singular form shall mean the plural form and vice versa.

11.b Words of one gender shall incorporate all genders.

Part Twelve - GENERAL NOTICES

12.a Either party may assign this contract upon giving 14 (fourteen) days notice to the other, subject to the consent of the other party. Such consent not to be unreasonably withheld.

12.b This contract constitutes the entire agreement between the two parties hereto with respect to the subject matter hereof. No amendment or waiver of any provision of this Agreement shall be binding on the parties hereto unless made in writing by the duly authorised representatives hereof.

12.c This Agreement shall be governed by English Law and be subject to the jurisdiction of the English Courts.

Version 2.1: 19th August 2002



___________________________
Name



___________________________
Company



___________________________
Signature



___________________________
Date

After signing above, this should be posted to :

Skypay Limited
Coliseum Business Centre
Riverside Way
Camberley
GU15 3YL