These Terms & Conditions form an agreement between you and ClickandBuy International Limited. Our primary business is the issuance of electronic money and the provision of financial and non-financial services closely related to the issuance of electronic money.

This Agreement describes each party’s rights and responsibilities when you use one of ClickandBuy’s services.

1. Your relationship with Us and these Terms of Use

1.1 You: In order to use the ClickandBuy service (the "Service") you ("You"/ "Your" or the "Customer") must be an individual, business or organisation (through its duly authorised agent) that can enter into a legally binding contract (”Contract”) under the laws of England and Wales. You may not use the Service and may not accept the Contract if You are under the age of 16 or are not authorised to enter into such a Contract. If contrary to these requirements You continue to create a ClickandBuy account or use the Serv ice, these Terms of Use will still apply.

1.2 Us: The ClickandBuy website (the "Website"), and the Service, is operated by ClickandBuy International Ltd ("Us" / "We" / "Our"), a company registered in England with company number 5661160 and with registered and head office at Lincoln House, 137-143 Hammersmith Road, London, W140QL, United Kingdom which offers an electronic money service in accordance with the applicable legislation of the United Kingdom, Great Britain and Northern Ireland. Our Website address is www.clickandbuy.com.

1.3 Contract: When You create a ClickandBuy account (an "Account") You must accept these Terms of Use, which form a legally binding contract between You and Us governing Your Account and Your use of the Service. You may not use the Service if You do not accept the Terms of Use.

1.4 Acceptance: You can accept the Terms of Use by: (a) clicking to accept to the Terms of Use; or (b) for existing users actually using the Service. You understand and agree that We will treat Your use of the Service as acceptance of the Terms of Use from that point onwards for each use of the Service.

1.5 The Terms of Use will be provided to You by supplying You with a link to Our Website where the Terms of Use can be viewed. At any time during the term of the Contract You may also request Us to provide You with a copy of the Terms of Use by contacting Our Customer Care Team. An email will be sent to You which contains a copy of the full Terms of Use.

1.6 Start Date: These Terms of Use begin on the day when We accept Your registration for the Service, after You have completed the Registration Process. We will notify You of Our acceptance of Your registration by e-mail.

2. Changes to the Terms of Use

2.1 Agreement changes: These Terms of Use may be amended by Us from time to time by posting the amended Terms of Use on Our Website. You will be given at least two months notice of such changes by sending You an email containing a link to the new Terms of Use and the proposed date of entry into force. You should make sure You review the current Terms of Use each time You use the Website and each time prior to initiating any transaction.

2.2 You understand and agree that You will be deemed to have accepted the changes to the Contract unless You notify Us to the contrary before they come into force. You have the right to terminate the Contract immediately and without charge before the proposed date of their entry into force.

3. Communications and Notices

3.1 Contacting Us: Should You wish to contact Us for any reason, We recommend directing Your query to Our Customer Care (”Customer Care”) department by using the email, telephone, fax or postal address details as published on Our website at www.clickandbuy.com. Contact numbers for customer support will vary depending upon a customer’s location. A list of Customer Care contact points relevant to Your country of residence is available from Our Website

3.2 Language: These Terms of Use and all information are originally provided to You in English. If a document is translated into another language You agree that this is done for Your own benefit and if there are any discrepancies between the translated version and the English language version the text of the English language version shall prevail.

3.3 Methods of communication: Statements, notices and other communications to You may be sent to the mail or email address provided by You or by postings on Our website or other reasonable means. Any notices by either party under these Terms of Use by email shall be deemed given on the day the email is sent, unless the sending party receives an electronic indication that the email was not delivered; and if by post, shall be deemed given three business days after the date of posting.

3.4 Saving electronic information: You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to You in an electronic format is provided under the assumption that You will be able to print or save such information.

3.5 Our Address: Any notices sent by You to Us should be sent by registered post to:

ClickandBuy International Ltd,

Lincoln House

137-143 Hammersmith Road

London, W14 0QL

United Kingdom.

4. Description of the Service

4.1 General: The Service allows You to use Your Account to make purchases of Internet content and services ("Products") from retailers ("Merchants") online. The Service also allows You to deposit funds with Us in the form of electronic money (”e-money”) for use online at a later date.

4.2 Electronic Money: The Service is an electronic money service that provides You with an online account that stores monetary value. Funds held in Your Account are electronic money in accordance with the EU E-Money Directive. We are not a bank and We do not act as a trustee, fiduciary or escrow holder in respect of balances in Your Account, or as Your agent or the agent of any Merchant.

4.3 Regulation: We are authorised and regulated by the Financial Services Authority (”FSA”) of the United Kingdom as an Electronic Money Issuer and are subject to the applicable rules and regulations of the FSA. We are listed on the FSA's register with registration number 454127.

4.4 Non-UK regulation: Where You use Your Account or the Service in a jurisdiction outside the United Kingdom, in some respects the regulatory system applying will be different from that of the United Kingdom and this may be to Your disadvantage. You may not be entitled to benefit from the same protections or complaints arrangements under a non-UK system of regulation.

4.5 Withdrawal of balance: The balance of Your Account can be withdrawn at any time by You, subject to Our withdrawal requirements in section 11 below and as set out in the fee table, and shall be disposed of only in accordance with Your instructions.

4.6 Our Fees and Charges: We will charge You the fees set out in the fee table in connection with transactions made in relation to Your Account (including funding, purchasing and withdrawal transactions). We will also charge You certain administration fees set out in the fee table, including in relation to ongoing management of inactive accounts, debt collection and correction of failed payments. All fees will be charged in the currency of Your Account and You agree that We may debit by way of set-off from Your Account any fees, charges or other amounts owing to Us and payable by You in connection with the Service.

4.7 Changes to fees: We may change the fee table from time to time by updating it on Our Website. We will notify You of any such change in line with section 2 of these terms of use.

4.8 No expiry date: The monetary value stored in Your Account has no expiration date. However, We reserve the right to charge You an Account maintenance fee as detailed in the fee table when Your Account becomes inactive (which means an Account that has not been used for a transaction for a period of 12 months).

4.9 Authentication: We may seek to authenticate the details of any payment method provided by You by making a credit to or a reservation of a small amount of money from the particular payment method. You may incur charges from the provider of the respective payment method in these circumstances, but We will not be liable for any such charges.

4.10 No interest: The EU E-Money Directive prohibits Us from paying You interest. Accordingly Your Account balance will not earn interest.

4.11 Maximum Execution Time: The time for a payment transaction to be executed is the next three business days after the date of the transaction. Where a ”Business Day” is Monday to Friday, 09:00 – 17:00 (UK local time), excluding public holidays in the United Kingdom.

4.12 Accessing the Service: Subject to the disclaimer in section 14.3, it is possible to execute payment transactions or access the Service at any time of day. However, withdrawal requests will usually be processed during a Business Day. Withdrawal requests received after 17:00 will be treated as taking place on the following Business Day.

5. Managing Your Account

5.1 Accuracy: You may open an Account by completing the online application process. In doing so You must provide accurate and up to date information and must not provide any false, inaccurate, incomplete or misleading information or any data that You are not legally authorised to use. You must notify Us of any changes to the details You provided in Your application form by contacting Us through Our website. We may ask for further information about You at any time and Your failure or refusal to provide such information may result in a limitation on usage of the Service or suspension of Your Account. Any limitation or suspension of the provision of the Service will be notified to You, unless prohibited by law.

5.2 One Account only: You may only open one Account and We may close.

5.3 Use of Your Account: By opening an Account, subject to payment of any applicable fees or charges, You will be able to purchase electronic money to be credited to Your Account, to make payments to and receive money from Merchants, and withdraw money from Your Account as explained on the Web site and in these Terms of Use.

5.4 Balance limits: In order to hold funds of more than £1,000.00 (or equivalent in other currencies) in Your Account, when You register for the Service You must indicate Your consent and indicate that You have read, understood and accept certain risks that We will draw to Your attention. We will also provide You with a similar on-screen warning when, by funding Your Account, Your stored balance will exceed £1,000.00 (or equivalent in other currencies) which You will be asked to read and acknowledge.

5.5 Use by You only: Only You may use the Account and the Service and any use of Your details by anyone else will be considered to be use by You, and You will be responsible for it.

5.6 Prohibited uses: Neither You nor anyone else authorised by You may use the Account or the Service:

• fraudulently or in connection with any criminal offence or unlawful purpose of any nature including but not limited to money laundering;
• in any unlawful manner, or in contravention of any applicable legislation, licence or third party rights;
• to re-sell or attempt to re-sell the Service or any part of it to any third party or attempt to exploit the Service for any commercial purposes;
• in a way that does not comply with these Terms of Use or with any reason able instructions that We give to You, or
• for tampering, ‘hacking’, modifying or otherwise corrupting the security or functionality of the Service or of this website or any other website.

5.7 Detection and suspension: We may, at Our reasonable discretion, apply procedures to detect and prevent any breach of these Terms of Use. Also, We may suspend or restrict Your use of the Service and/or Your Account, or refuse a transaction, at Our sole reasonable discretion immediately if:

• You use the Service or Your Account in any way which is in breach of these Terms of Use, or otherwise breach these Terms of Use, or We reasonably believe that either is taking place, whether with or without Your knowledge or authority;
• We are unable to settle a shortfall in Your Account balance under the process in section 10 below;
• You suffer any kind of bankruptcy, insolvency, liquidation or similar event including any arrangement with creditors or the appointment of a receiver; or • We are required to do so by any regulatory or governmental agency or other authority.

If We suspend or restrict the Service in accordance with this section We will, to the extent permitted under applicable law, notify You promptly.

5.8 Notification to authorities

We may notify the police or other authorities of any unlawful use of the Service by You or using Your details.

6. Your details and Account security

6.1 Privacy: We will handle Your personal details, including Your Account usage, in accordance with Our Privacy Policy.

6.2 Your details: You should never share Your user name, password or other Account details with anyone else. You are solely responsible for the security of Your user name, password and other details and therefore agree to take all reasonable steps to keep this information safe and not intentionally show it to others. We will ensure that Your security information will remain confidential and only accessible to You except where You disclose Your security information.

6.3 Leakage: You must let Us know without undue delay in accordance with section 3 if You believe that Your password or user name has become known to any other person or is being or is likely to be used in an unauthorised way. We will then stop the further use of Your Account. Also, if We have reason to believe that there is, is likely to be, or has been, a breach of security or misuse of the Service as described above, We may require a change of Your password and/or user name and possibly suspend user names and password access to the Service.

6.4 We will inform You of any intention to stop the use of Your Account, specifying the reasons for doing so, unless such provision of information would compromise reasonable security measures or is otherwise unlawful. Where it is not possible to notify You beforehand, We will do so immediately after stopping the use of Your Account. We will provide You with notice of Our intentions depending upon the information which You have previously supplied. Generally, this will be by email, a telephone call from Our Customer support team, or via a message on Our website once You have logged into the Service.

6.5 We will allow the use of Your Account, or replace it with a new one, as soon as practicable after the reason for stopping its use ceases to exist.

6.6 We may refuse to execute any Payment Order by You where We suspect that that the Terms have been violated, or where We are otherwise required to do so by law.

6.7 No phishing: We will only ever request Your account username/password details via Our secure account login pages on the internet at clickandbuy.com. We will never ask for these details via email, telephone or otherwise.

7. Unauthorised or Incorrectly processed transactions

7.1 In the event of an unauthorised, non-executed or incorrectly executed pay ment transaction You must let Us know without undue delay in accordance with section 3. You are only entitled to redress under section 7.2 if You notify Us without undue delay, and in any case no later than 13 months after the debit date, This time limit does not apply if We have not provided or made available the required transaction information to You. Contact details specific to Your country of residence can be found on Our Website at www.clickandbuy.com

7.2 Where You are entitled to redress, We will refund the amount of any unauthorised, non-executed or defective payment transaction and, where applicable, restore Your Account to the state it would have been in had the unauthorised payment transaction not taken place. In practice this means that e-money to the value of the payment transaction will be credited to Your Account.

7.3 In any case We will, on Your request, make immediate efforts to trace the payment transaction and notify You of the outcome.

7.4 If You have acted fraudulently, or intentionally or through gross negligence breached these Terms of Use, You will be liable for all losses incurred in respect of any unauthorised transactions.

8. Uploading funds and transfers to Your Account

8.1 Payment options: In order to upload electronic money to Your Account, You may select one or more payment options available depending on Your country of residence, and You must also complete the information requested, including passing all identity and security validation and verification checks. You authorise Us to obtain or receive funds on Your behalf from Your chosen payment source, plus applicable fees as specified in Our fee table and then issue an equivalent monetary value to Your Account.

8.2 Minimum funding: We may require that You fund a minimum amount on each occasion, according to Our fee table and as set out on the Website from time to time.

8.3 Sources of funding: If We receive a fund transfer with insufficient information to locate the beneficiary ClickandBuy Account, We will return this to the sender provided that We have sufficient details to do so. An administration fee (see fee table) will be deducted from the original deposit amount.

8.4 Fees: Upon funding Your Account, We may charge a fee as set out in the fee table. These fees will be notified to You prior to completion of the trans action.

8.5 Unregistered Payees: If a person receives notice that a payment has been sent through Us but he/she has not registered for the Service, We will NOT issue any electronic money to him/her and will NOT in any way become his/ her agent and the recipient of said notice will have no claim to those funds unless and until he/she registers for the Service and indicates his/her acceptance of the payment.

9. Consent for payment transactions

9.1 You must give consent to the execution of a payment transaction for it to be authorised. You agree that by pressing the Confirm button at the time of a transaction You are confirming that You are providing consent for the payment transaction to be processed and for the relevant fees to be charged. You also agree that once consent has been provided by You the authorised payment transaction can no longer be revoked. To this extent the time of receipt of the payment order is the time when the Confirm button has been pressed.

9.2 Consent may also be provided for a series of future payment transactions (known as EasyCollect) by clicking the Authorise button when such an offer is presented to You. Consent for each of the payment transactions in the series is assumed to have been given until such time as You click to Revoke such permission from within Your account area. At the time You Revoke Your permission for EasyCollect transactions, Your consent for future payment transactions will have been withdrawn and no future EasyCollect payment transactions in the series will be permitted.

10. Payments from Your Account

10.1 Collection of Merchant payments: We are responsible for collecting from Your Account all sums due for Products purchased from Merchants by You using the Service.

10.2 Products: We are not responsible in any way for the Products or for any site from which they are purchased, or any other site You use, and Your use of the Internet is at Your own risk and is subject to any applicable laws. The Merchants are solely responsible for all information in relation to the Products and for the Products and their supply to You. Charges for all purchases made by You are collected from Your Account once You complete the purchase.

10.3 Insufficient funds: If You make a purchase of Product(s) but do not have sufficient electronic money in Your Account You authorise Us to obtain on Your behalf funds to the value of the balance required to effect the payment plus any applicable fee set out in the fee table from the authenticated payment method that You notified to Us during Account creation (as updated by You from time to time). Alternatively You may select the source of funding at the time of making the purchase. We will make the necessary payment instructions on Your behalf. We reserve the right to limit Your choice of funding sources for any individual payment at Our discretion. In no circumstances shall We have any duty to provide You with any overdraft, credit or equivalent.

10.4 Currency: If You make a purchase or receive a credit from a Merchant in a currency other than the currency in which Your Account is denominated, We will specify the amount to be collected from Your Account, based on the currency exchange rate at the time of the purchase available from a reputable currency exchange rate service provider used by Us. The total amount to be collected from Your Account, including the exchange rate, any applicable fee and the breakdown of such fees, will be displayed at the time of purchase.

10.5 Payment failure: In case a payment You make to a Merchant using the Service fails, results in a chargeback and/or cannot be cleared for any reason, other than due to a reason caused by Us, We will charge an administration fee to You according to the fee table.

10.6 Debt collection: Where We are unable to obtain sufficient funds from You to satisfy any payment due, We may transfer responsibility for collecting the outstanding debt to a debt collection agency and further charges will be levied in respect of costs incurred in collecting the debt as set out in the fee table and interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and to suspend further services.

10.7 Spending limit: We apply spending limits to accounts in line with various security features and regulations. We may apply a spending limit to Your Account from time to time at Our reasonable discretion. Generally, spending limits can be increased by successfully completing the identity verification checks that would be requested by Our Customer Care team. Should You wish to apply for an increase in spending limit, please contact Our Customer Care team using the contact details for Your country of residence as supplied on Our website. We reserve the right to hold the funds in Your Account until necessary security checks have been undertaken before funds can be withdrawn or spent.

11. Withdrawal of funds from Your Account

11.1 Your right to withdraw: You can request withdrawal at any time by log ging into Your Account and following instructions in the ”Withdrawal” section. Amounts will be redeemed at par and in the currency in which Your Account is denominated. Withdrawn funds will be paid to You by electronic transfer to an account nominated by You at a bank or other financial undertaking. It will be Your responsibility to ensure that We are provided with the correct information.

We will complete Your transfer request as soon as We have successfully completed the checks referred to in section 12.4. We will endeavour to en sure that the funds reach this account within five business days from the point We initiate these transfer instructions. We will not however be in breach of this provision if the failure of the funds to reach the account in time is caused by an error outside Our control on the part of any third party involved in the funds transfer.

11.2 Fees: For all withdrawals We will deduct the applicable fee from Your Account as set out in the fee table. You will be presented with the total fees for the withdrawal after You have logged Your withdrawal request and before completion of the withdrawal, at which point You may cancel Your request. We reserve the right to charge You a correction fee according to the fee table if wrong or incorrect payment details are provided or if a withdrawal fails or is impeded due to any other reason not caused by Us (e.g. returned or can celled cheque, payment returned by recipient's bank).

12. Other

12.1 Responsibility for instructions: You are solely responsible for the instructions given to Us and for this reason We may not be able to detect errors in Your payment instructions. We are responsible for processing a payment order only in accordance with the information provided by You.

12.2 Payments not reversible: You should note that all payments made are final and not reversible once consent for execution of the transaction has been provided by You. We cannot arrange for funds to be given back to You where You believe the payment was made in error unless such error was caused by Us.

12.3 Disputes with third parties: Where You dispute a transaction with an other party, We will not enter into the dispute in any way other than to confirm that the payment was made in accordance with Your instructions. We do not act as agent for either the Merchant or You and do not have responsibility for resolving any disputes between the Merchant and You.

12.4 Checks: Before making any payment from or to Your Account We may carry out various checks in connection with avoiding Money Laundering and/or fraud or to check whether the holder of the electronic money is the person who is entitled to redeem it as required by any applicable law.

12.5 FSCS not applicable: The Financial Services Compensation Scheme (FSCS) does not apply to the Services or the funds stored on Your Account and Your Account balance is not insured by any other government agency.

12.6 Intellectual Property: All intellectual property rights in this Website and in the Service and in Our brands belong to Us and Our licensors. You have no licence to use any of these without Our prior consent.

13. Termination

13.1 These Terms of Use are concluded for an indefinite period. The Terms of Use will continue to apply until terminated by either You or Us as set out below.

13.2 By You: You may close Your Account and thereby terminate the Contract (and Your right to use the Service) at any time by giving Our Customer Care team notice by e-mail. In particular, You are entitled to cancel these Terms of Use and so close Your Account at any time within 14 days from the day on which these Terms of Use commenced by sending notice of Your intention to do so to the above mentioned department.

13.3 By Us: We reserve the right to close Your Account and terminate the Contract at any time:

(a) by providing You with two months notice unless the provision of notice is legally prohibited or would compromise reasonable security measures and payment of any unrestricted funds held in custody, where:

(i) We are no longer providing the Service to users in the country in which You are resident or from which You use the Service; or

(ii) the provision of the Service to You by Us is no longer commercially viable

(b) immediately by giving notice:

(i) should You breach these Terms of Use (or have acted in a manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Terms of Use) including committing any contravention of any applicable law; or

(ii) where We are required to do so by law (for example, where the provision of the Service to You is, or becomes, unlawful).

13.4 Redemption of funds: Redemption of all stored funds on termination shall be made in accordance with section 11. Redemption will be made to the bank account details as stored within Your Account. If that information is not correct and We are unable to complete the transfer, the stored balance held in Your Account will be forfeited after a period of 2 months from the date Your Account is terminated.

13.5 Survival of terms: Sections 4.6, 4.8, 4.10, 5.6 – 5.8, 6.1, 10.5, 10.6, 11, 12.3 – 12.5, this section 13, and sections 14, 15 and 13 shall survive anytermination of Your right to use the Service and the Terms of Use.

14. Warranties, Liabilities and Disclaimers

14.1 Your warranty: You warrant and represent to Us that the opening of and use of Your Account by You does not contravene any law of any jurisdiction, and that You will not use the Service unlawfully or in connection with any unlawful activity, or in any way that breaches these Terms of Use.

14.2 Transaction times: We shall make reasonable efforts to ensure that all transactions are processed in a timely manner. However, the processing of transactions is dependent on a number of factors outside of Our control and as such We are not able to make any other warranties, representations or terms regarding the amount of time transactions will take. Provided We have used reasonable efforts to process promptly We will not be liable for any loss You or anyone else suffers as a result of transaction processing times.

14.3 Availability: Whilst We strive for continuous availability, We cannot and do be continuously available and error-free. We may conduct reasonable maintenance (leading to downtime) as required.

14.4 Products and taxes: We are not responsible in any way for the Products or for any site from which they are purchased, or for any charges, taxes or other duties relating to the transactions. The Merchants are solely responsible for all information in relation to the Product, for the Products themselves and their supply and sale to You.

14.5 Your Liability: You may be liable to Us for losses, expenses or damages We incur as a result of Your breach of these Terms of Use. In particular You will be liable for and shall indemnify Us against any losses, expenses or damages We suffer as a result of:

(a) any use of the Service or Your Account (including any withdrawal up to a maximum of £50 for transactions that do not arise from distance contracts) by any person using Your details, other than arising after You have notified Us that You believe that Your password or user name has become known to another person or is being or is likely to be used in an unauthorised way;

(b) any misuse of the Service, Your Account or the Website;

(c) any fraud in relation to the stored balance in Your Account by Yourself or a third party; and

(d) any claim made against Us by a Merchant in circumstances where You have insufficient funds or otherwise have failed to make a pay ment to that Merchant, other than such circumstances have been directly caused by Our negligence, wilful default or fraud.

14.6 Our Liability: We will provide the Service with reasonable care and skill and in accordance with these Terms of Use, but subject to section 14.7 be low We exclude all warranties, representations, conditions and terms that are not expressly set out in these Terms of Use. In addition, You agree that We will not be liable to You or any other person for any of the following losses:

(a) loss of profits, revenue, opportunity, bargain or sales;

(b) losses causes by incorrect payments resulting from Your instructions;

(c) losses caused by payments made by a third party who passes all reasonable identity and verification checks;

(d) losses caused by a recipient's decision not to accept a payment made through the Service;

(e) losses caused by delays, losses, errors, or omissions in any telecommunications or other data transmission system, or any other system outside of Our control;

(f) losses arising out of the acts or omissions of other providers of telecommunication services or for faults in or failures of their networksand equipment or anything that is outside of Our control;

(g) losses arising from the Website, the Service or Your Account not being continuously available or arising from Our reasonable maintenance (which may lead to downtime) of the Website or Service; or

(h) indirect, consequential and special damages.

Also, We do not monitor the type of Products purchased or whether Products can be legally purchased by the users of the Service. As such We are not liable for any unlawful Products including any sales of age-regulated products to minors.

14.7 Liability not excluded: We do not exclude Our liability for death or personal injury caused by negligence, for fraudulent misrepresentation or for anything else that cannot be excluded under applicable law including to the extent that any exclusion or limitation is not permitted under the rules of the Financial Services Authority.

14.8 Cap on liability: Subject to sections 14.1 through 14.6 above Our liability in contract, tort or otherwise is capped at the greater of (a) the amount of fees You paid to Us under section 4.6 in the 12 months prior to the liability arising; or (b) the value of the transaction or the stored balance giving rise to the dispute or (c) £250.

14.9 Indemnity: You hereby indemnify Us and Our group companies for any loss suffered (including by way of contract, tort or otherwise and including legal fees) and arising directly or indirectly against any claim brought against Us or any group company by a third party resulting from Your misuse of the Service, the site or Your Account or any breach by You of these Terms of Use.

14.10 Separate provisions: Each provision of this section 14 operates separately in itself and survives independently of the others.

15. Governing Law and Legal Disputes

15.1 Complaints: In the event of any dispute or problem with the Service please always contact Our Customer Care team in the first instance. In the event that Your query is not satisfactorily resolved, You may lodge a complaint with Us by following the instructions on Our website, or write to Us at the address specified in section 3. Information regarding Our complaint handling procedures is also available upon request.

15.2 Ombudsman: The Financial Ombudsman Service is an independent body that helps settle complaints between customers and firms regulated by the FSA. If We are unable to resolve Your complaint You may also complain to the Financial Ombudsman Service by post addressing Your complain to the Financial Ombudsman Services

South Quay Plaza

183 Marsh Wall

London E14 9SR

by telephone on 0845 080 1800 or by email at enquires@financial-ombudsman.org.uk.

The Financial Ombudsman Service’s website is www.financial-ombudsman.org.uk. Further information regarding the Financial Ombudsman Service is available on Our website, or can be requested by contacting Our Customer Care team.

15.3 Governing law: These Terms of Use (and therefore Your agreement with Us) shall be governed by and construed in accordance with the laws of England and Wales. Any claim arising out of or relating to these Terms of Use or the provision of the Services or Your Account that cannot be resolved by contacting the Customer Care team shall be settled through the Financial Ombudsman Service or the courts of England.

16. Other provisions

16.1 Law: We and You shall both comply with all applicable laws, contracts and applicable licences regarding the use and provision of the Services and Your Account.

16.2 Entire agreement: These Terms of Use constitute the entire agreement between You and Us with respect to the Service and Your Account and supersede and replace any and all prior agreements.

16.3 Waiver: Our failure to exercise or enforce any right under these Terms of Use shall not be deemed to be a waiver of any such right or prevent Us from exercising or enforcing any of these Terms of Use at any time.

16.4 Assignment: You may not transfer any of Your rights or obligations under these Terms of Use without Our prior written consent. We reserve the right to transfer Our rights and/or obligations under these Terms of Use by notifying You in writing.

16.5 Other parties: You and We are the only parties who may rely on or enforce these Terms of Use.

17. Fee table

1. PROVISION OF THE SERVICE

1.1 ClickandBuy will provide the Merchant with the Service on the terms of this Agreement from the Effective Date.

1.2 The following clauses of this Agreement shall only apply to Merchants that are individual consumers, charities or Micro Enterprises:

(a) Clause 9.5(b) and (c) (relating to liability); and

(b) Clause 9.6 through to and including Clause 9.9 (relating to liability)

1.3 If the Merchant is not an individual consumer, charity or Micro-Enterprise, the time-period referred to in Clause 9.5 shall be one month, not thirteen months.

1.4 ClickandBuy will provide the Service with the reasonable skill and care of a competent provider of such services.

1.5 Before the Service can be provided, the process detailed in the Technical Documentation must be followed to establish and test the system integration between ClickandBuy and the Merchant’s Website. An updated version of the Technical Documentation can be obtained at any time from the ClickandBuy portal.

1.6 ClickandBuy will use all reasonable endeavours to correct any repor-ted technical faults in the Service as soon as reasonably practicable. However, ClickandBuy does not give any guarantees as to performance of the Service or any undertakings that the Service will be free of faults.

1.7 Occasionally ClickandBuy may:

(a) for operational reasons, update the technical specification of the Service; or

(b) require the Merchant to follow instructions which it believes are necessary for reasons of security or quality, provided that an update or requirement that represents a change to the terms of this Agreement shall be communicated in accordance with Clause 14.

1.8 ClickandBuy may suspend the Service for operational reasons such as maintenance, or because of an emergency. ClickandBuy will restore the suspended Service as soon as reasonably practicable. The Merchant is responsible for taking back-ups of pricing and other data prior to any suspension or maintenance work and for restoring any such data lost as a result of such suspension or maintenance work.

1.9 The language of this Agreement is English and any notifications or information to be given in connection with the Agreement shall be provided in English. If a document is translated into another language both parties agree that this is done for their own benefit and if there are any discrepancies between the translated version and the English language version the text of the English language version shall prevail.

1.10 All End User Details are and shall remain the property of ClickandBuy and will not be disclosed to the Merchant except as necessary pursuant to Clause 2.12. However, the Merchant will be provided with anonymous data in accordance with the Data Protection Act 1998.

1.11 ClickandBuy will use reasonable endeavours to provide the Service by any date agreed with the Merchant but all dates are estimates.

1.12 At the Merchant's request during the continuation of this Agreement ClickandBuy shall provide to the Merchant a copy of this Agreement and certain supporting information about the Service that ClickandBuy is required under the Payment Services Regulations to make available to the Merchant .

2. COLLECTION OF OFFER CHARGES DUE TO MERCHANTS

2.1 ClickandBuy will issue the Merchant with a ClickandBuy Account upon the Merchant entering into this Agreement. The Merchant will be forwarded all Offer Charges collected from End Users in the currency of the Merchant’s ClickandBuy Account in accordance with the Payment Order set out in Clause 2.7 of this Agreement, as offset in accordance with Clause 2.6 against ClickandBuy’s Charges. Detailed information on every transaction made by End Users may at any time be obtained in the ClickandBuy Service Area.

2.2 Changes to existing Offers or the addition of new Offers must be managed by the Merchant in accordance with the process set out in the Technical Documentation.

2.3 The Merchant agrees to pay, without any set-off, restriction, condition, withholding or deduction, all Charges in accordance with this Agreement and as set out in Schedule 2 of this Agreement.

2.4 Once the Agreement has begun, ClickandBuy will invoice the Set-Up Fee in accordance with Schedule 2, and the Merchant will make payment within 14 days of the date of ClickandBuy’s invoice.

2.5 Offer Charges will, unless otherwise agreed, be payable in accordance with Clauses 2.6 and 2.7 below.

2.6 ClickandBuy will, in accordance with the Payment Order set out in Clause 2.7, disburse all sums due and will provide the Merchant with the following information relating to the previous Billing Period:

(a) the Offer Charges paid by the End User, as well as all sums successfully retrieved from the End User in accordance with Clause 2.12 below;

(b) the Charges payable to ClickandBuy;

(c) any applicable VAT and any other taxes or duties payable by ClickandBuy on behalf of the Merchant in relation to the Service;

(d) any irrecoverable or cancelled amounts in accordance with Clauses 2.9 and 2.11 below;

(e) the amount which ClickandBuy proposes to retain in accordance with Clauses 2.9, 2.10 and 5.4 below; and

(f) the amount which ClickandBuy will forward to the Merchant in accordance with Clause 2.7 below, namely the amount stated in accordance with Clause 2.6(a) above less those stated in accordance with Clause 2.6(b) to (e) inclusive.

2.7 The Merchant requests and consents to ClickandBuy paying on the Payment Date from the Merchant’s ClickandBuy Account to a bank account nominated by the Merchant the sums due to the Merchant as calculated in accordance with Clause 2.6 (f) above. This Payment Order will be deemed as having been received on the Payment Date. The Merchant will not otherwise have rights to make withdrawals from its ClickandBuy Account. In the event that the calculation set out above results in a balance in favour of ClickandBuy, the Merchant agrees that any such sum is due to ClickandBuy and that ClickandBuy may deduct such sum from the balance of the Merchant’s ClickandBuy Account. Where the balance of the Merchant’s ClickandBuy Account is insufficient to cover the amount due, ClickandBuy may debit the amount of the shortfall using the payment details set up in accordance with Clause 2.8 below.

2.8 The Merchant will complete a Direct Debit Instruction to allow ClickandBuy to debit Charges and other sums due under this Agreement. In case a Direct Debit Instruction can not be given the Merchant agrees to provide valid Credit Card details and hereby authorizes ClickandBuy to debit Charges and other sums due under this agreement from this alternate payment method.

2.9 ClickandBuy will be entitled to retain for up to twelve (12) Months beyond the relevant Payment Date, Offer Charges which have been attributed to the Merchant and billed to an End User, but for whatever reason were not paid by the End User or the Merchant Acquirer. ClickandBuy may subsequently recover from these retained Offer Charges any Offer Charge that ClickandBuy is unable to collect from an End User.

2.10 ClickandBuy will be entitled to retain an amount of the Offer Charges which are attributable to the Merchant in any one Billing Period, at the end of each relevant Billing Period, to cover any liability to End Users or other parties having a legitimate claim. Retentions made by ClickandBuy pursuant to this Clause 2.10 will be determined by individual risk assessment and kept for up to six (6) weeks or as otherwise defined in Schedule 2 and will be refunded to the Merchant upon expiry of the agreed period of time net of any outstanding liabilities to End Users or other parties, except where either party terminates the Agreement. In this case ClickandBuy will retain the sum calculated in accordance with Clause 13 to cover liability to End Users or other parties having a legitimate claim. The Merchant shall not be entitled to any interest on such retained amounts.

2.11 Subject to Clause 9, in the event that ClickandBuy identifies a transaction as being fraudulent or caused through unauthorised use of a ClickandBuy Account, or where the End User contacts ClickandBuy and rejects goods offered or services rendered by the Merchant for being insufficient, incorrect or defective, ClickandBuy may, following reasonable attempts to resolve any End User dispute with the Merchant, cancel the transaction and refrain from paying any connected Offer Charges to the Merchant and may refund the End User’s ClickandBuy account with the amount of the fraudulent, unauthorised or rejected transaction. In such cases, the Merchant acknowledges and accepts that no sums will be forwarded to it by ClickandBuy in respect of the disputed amount.

2.12 If ClickandBuy is not able to retrieve Offer Charges owed by an End User, despite taking reasonable steps to pursue these Offer Charges, ClickandBuy may terminate the contract with the relevant End User. The Merchant acknowledges and accepts that ClickandBuy may, at ClickandBuy's expense, instruct a third party collection entity in this regard. Alternatively, the Merchant may, upon request, collect the Offer Charges himself. In this case, ClickandBuy will provide the Merchant with details of the uncollected Offer Charges and the End Users contact details, and the Merchant will assume responsibility for pursuing the debt further. ClickandBuy will have no liability to the Merchant in respect of any such uncollected Offer Charge.

2.13 The Merchant Commission charged by ClickandBuy according to Schedule 2 of this Agreement shall be due in respect of all Offer Charges that are credited to the Merchant's ClickandBuy Account, whether or not monies can subsequently be retrieved from the End User, whether the End User disputes the amount, or whether the amount will be refunded to the End User.

2.14 Each transaction made by an End User using their ClickandBuy Account may be checked by the ClickandBuy Fraud Server. This may lead to other designated means of fraud protection or to rejection of the transaction. If the transaction is rejected, the Merchant may not receive the Offer Charges into its ClickandBuy Account, and will therefore not incur a ClickandBuy commission charge.

2.15 The Merchant shall not be entitled to interest on the balance of monies collected by ClickandBuy that is stored in the Merchant's ClickandBuy Account.

3. SECURITY

3.1 The Merchant is responsible for the security and proper use of its user names, passwords, and security check words and other details used in connection with the Service including any reasonable security precautions notified to it by ClickandBuy pursuant to Clause 1.7 (b), and must take all reasonable steps to ensure that they are implemented, kept confidential, used properly and not disclosed to unauthorised people or used in an unauthorised way. The Merchant will take all reaso-nable steps to keep access to, and the security features of, the Service safe and to prevent unauthorised use of the Service by any party.

3.2 The Merchant must notify ClickandBuy without any undue delay as soon as it is aware that there may have been unauthorised use of the Service or where any security feature has been breached or compromised. Such notification should be given by contacting the 24/7 Customer Care Team, who’s contact details can be found on the ClickandBuy Website at www.clickandbuy.com. Furthermore, the Merchant must promptly change its passwords and security check words if there is any reason to believe that a password or security check words have or are likely to become known to someone not authorised to use them or are being or are likely to be used in an unauthorised way.

3.3 Where the Merchant has provided notification to ClickandBuy under Clause

3.2 ClickandBuy will suspend the Service.

3.4 ClickandBuy reserves the right to immediately suspend the Service at any time if ClickandBuy on reasonable grounds:

(a) considers that there is or is likely to be a breach of security in relation to the Merchant’s use of the Service;

(b) suspects unauthorised or fraudulent use of the Service; or

(c) rejects a transaction pursuant to Clause 2.14 (in which case ClickandBuy's right to suspend the Service shall only apply in respect of that transaction). Where ClickandBuy exercises its right under this Clause 3.4 to suspend the Service, ClickandBuy will inform the Merchant beforehand and give reasons for so acting. If ClickandBuy is unable to notify the Merchant beforehand, it will do so as soon as it can afterwards. In either case ClickandBuy shall not be required to provide a notification where to do so would in ClickandBuy’s opinion compromise reasonable security measures or be unlawful.

3.5 The Merchant must immediately inform ClickandBuy of any changes to the Merchant’s details which the Merchant supplied when registering for the Services.

3.6 The Merchant undertakes not to use or install any software supplied by ClickandBuy in connection with the Service on any public access computer.

3.7 The Merchant acknowledges that any unencrypted data made available to ClickandBuy, via email or other means of communication, may be obtained by unauthorized third persons, and that ClickandBuy is not able to prevent this by technical means. Therefore, ClickandBuy has no obligation to take any measures to ensure the security or protection of any unencrypted data provided by the Merchant to ClickandBuy, and it is the sole responsibility of the Merchant to take any such measures.

4. MERCHANT’S USE OF THE SERVICE

4.1 The Merchant warrants and undertakes to comply with and ensure all Offers comply with all applicable laws, rules and regulations (including Codes of Practice and such guidelines as may be issued by regulatory authorities) of whatever jurisdiction relating to its activities, Merchant Website and the Offers and all commercial activities conducted on or via the Merchant Website including (without limitation) taxation, foreign exchange, currency and customs requirements and all advertising, consumer protection, product liability, data protection and privacy laws, or any laws relating to the protection of children or young persons, and all laws relating to lotteries, gambling, betting, gaming or similar activities.

4.2 The Merchant is and shall remain responsible for the creation, maintenance, design and control of all Offers. The Merchant warrants that the Offers will be consistent with the description appearing on the Merchant Website and of satisfactory quality (and, where the Offer consists of services, supplied with reasonable skill and care and in accordance with good industry practice).

4.3 The Merchant will use all reasonable endeavours to ensure that the Offers are and remain available for use with the Service. The Merchant shall immediately notify ClickandBuy of any recognisable faults or malfunctions in relation to the Offers or the Merchant’s Website.

4.4 The Merchant shall not charge End Users any additional fee or charge for purchasing Offers using the ClickandBuy Service without first notifying ClickandBuy and providing details at least 10 Business Days in advance of implementing such a charge. The Merchant is under an obligation pursuant to the Payment Services Regulations to inform End Users if it proposes to charge an additional or differential fee where Offers are paid for using the ClickandBuy Service.

4.5 The Merchant shall ensure that neither the Offers nor the Merchant’s Website contain any viruses or other faults liable to interfere with the Service or any software provided by ClickandBuy in connection with the Service or to affect any other ClickandBuy customers or end users.

4.6 The Service must not be used:

(a) fraudulently or in connection with a criminal offence;

(b) in an unlawful manner or in contravention of any applicable legislation, licence agreements and/or the ClickandBuy Acceptance Policy clickandbuy.com/UK/en/about/acceptancepolicy.html;

(c) in any way that does not comply with any instructions given under Clause 1.7 (b);

(d) to advertise, promote, sell or offer for sale, send or provide unlawful or unsolicited advertising or promotional material; or

(e) to attempt to use the Service for tampering, ‘hacking’, modifying or otherwise corrupting the security or functionality of the Service, and the Merchant must ensure that this does not happen. ClickandBuy may at any time suspend the Service immediately on notice, if the Merchant uses the Service in a way that is not permitted under this Clause 4.6.

4.7 The Merchant must ensure that its registered legal name, postal address, electronic mail address and telephone number are included in clear and legible form on all Merchant Websites for the receipt of any enquiries or complaints that may arise in relation to the Merchant or any Offer, and the Merchant shall respond to any such enquiries or complaints in a professional, prompt, and diligent manner. ClickandBuy reserves the right to disclose to any person with an enquiry or complaint about an Offer the Merchant’s contact name, telephone number, address and electronic mail address if such person cannot locate these details on the Merchant Website and the Merchant must supply such details to ClickandBuy on acceptance of this Agreement and immediately inform ClickandBuy of any changes to these details.

4.8 The Merchant will use the ClickandBuy brand, the ClickandBuy logos and the logos of any applicable service, method or instrument in the manner described in the Technical Documentation as amended from time to time. An updated version of the Technical Documentation can be obtained at any time from the ClickandBuy Service Area.

4.9 The Merchant must ensure that the Offer Charges are accurate in all respects and are not misleading, and that the prices clearly specify all applicable taxes, duties and delivery charges (of whatever nature and for whatever jurisdiction).

4.10 The Service is provided solely for the Merchant’s own use and the Merchant must not resell or attempt to resell the Service (or any part or facility of it) to any third party.

4.11 The Merchant shall make clear to End Users that an agreement for Offers purchased through ClickandBuy's provision of the Service will be an agreement between the Merchant and the End User and the Merchant will make clear to the End User that ClickandBuy shall not be liable for any loss or damage arising out of such contract.

4.12 The Merchant shall ensure that neither an Offer nor the Merchant Website shall infringe any third party rights (including, but not limited to, defamation and all and any intellectual property rights). The Merchant shall indemnify ClickandBuy on demand against any loss suffered or incurred by ClickandBuy from time to time arising out of or in connection with any breach or purported breach of any provision of Clause 3 and this Clause 4.

4.13 When requested to do so by ClickandBuy, the Merchant must provide to ClickandBuy all information available to it regarding transactions, and parties to those transactions, as needed by ClickandBuy for the prevention or deterrence of crime, and to meet its legal obligations and risk management objectives in relation to money laundering, terrorist financing, fraud or any other undisclosed unlawful activities in connection with the Service. The Merchant should keep any such requests and any further action taken by ClickandBuy in respect of those requests, confidential. ClickandBuy may, where it considers appropriate pass on any information received from the Merchant to the relevant law enforcement agency.

4.14 In the event that the nature of the Merchant’s business activity changes significantly, then the Merchant will inform ClickandBuy promptly of the change.

5. PAYMENT TRANSACTIONS

5.1 The Merchant may only use their ClickandBuy Account to:

(a) receive Offer Charges from End Users;

(b) pay refunds, reimbursements or any other entitlements or sums due to End Users and relating to purchases made by them using the ClickandBuy Service; and

(c) initiate payment of sums due from the Merchant’s ClickandBuy account to the Merchant in accordance with Clause 2.7.

5.2 In order to enable ClickandBuy to process a payment on the Merchant’s order, the Merchant must give consent to the execution of a payment transaction for it to be authorised. The Merchant agrees that by submitting an electronic web services instruction from its own servers to ClickandBuy’s servers, or by uploading a bulk transaction CSV file and clicking the Send button, or by their clicking of the Credit, Charge or Cancel buttons at the time of the transaction when using the Transaction Manager web interface, it confirms that it consents for the payment transaction to be processed and for the relevant fees to be charged.

5.3 In requesting a Payment Order the Merchant must provide to ClickandBuy the Unique Identifier and any other details ClickandBuy asks the Merchant for such as the intended recipient’s name, so ClickandBuy can make the payment. ClickandBuy may rely on and act in accordance with a Unique Identifier provided to it by the Merchant and a Payment Order executed in accordance with a Unique Identifier is deemed to have been correctly executed in terms of making the payment to the payment account specified by the Unique Identifier. Notwithstanding that the Merchant may provide ClickandBuy with information additional to the Unique Identifier, ClickandBuy shall only be liable to execute Payment Orders in accordance with the Unique Identifier provided by the Merchant.

5.4 Should a Payment Order supplied by the Merchant relate to an End User who has not yet registered for a ClickandBuy account, the value of the Payment Order will be allocated within the Merchant’s ClickandBuy account for a period of time not exceeding 30 days. In this case, the Unique Identifier in respect of that End User will be the email address for that End User provided by the Merchant and the End User will receive an email from ClickandBuy inviting them to open a ClickandBuy account and providing instructions explaining how to proceed. If the End User does not follow the instructions and accept the transfer of funds from the Merchant within the time limit above, the allocation will be automatically cancelled, such funds will cease to be allocated to the End User and will be available again to the Merchant on their ClickandBuy account. In these circumstances the Payment Order from the Merchant in respect of that End User will not be treated as having been consented to or received until sufficient infor mation is available to allow the funds to be transferred out of the Merchant’s ClickandBuy Account to the End User's ClickandBuy Account.

5.5 Deleted

5.6 For the purposes of this Agreement the point of receipt by ClickandBuy of a Payment Order from the Merchant is the time at which consent is provided as per Clause 2.7 or 5.2.

5.7 Subject to Clause 5.8, ClickandBuy will credit a Payment Order initiated by the Merchant as payer to the payee's payment services provider (which in respect of an End User will be ClickandBuy) within the next three Business Days following the day on which ClickandBuy receives the Payment Order from the Merchant. Where a Payment Order is initiated by or through the Merchant as payee, ClickandBuy will transmit the Payment Order to the payer's payment services provider within three Business Days. ClickandBuy shall in practice within the ClickandBuy system endeavour to credit the Offer Charges paid by End Users to the Merchant’s ClickandBuy Account and payments to be made from Merchant’s ClickandBuy Account to End User's ClickandBuy Accounts immediately following receipt of the relevant Payment Order from the Merchant or End User.

5.8 Where a Payment Order does not relate to a payment in relation to which the payment service provider of both the payer and payee are located within the EEA and the payment transaction is to be carried out in Euro or where an EEA State has not yet adopted the Euro the currency of that EEA State, ClickandBuy shall endeavour to transfer the relevant funds to the relevant payment service provider within the next three (3) Business Days of receiving the Payment Order, but can not guarantee that it will do so. In these same circumstances ClickandBuy will however, in respect of such a payment being transferred to ClickandBuy: (i) credit the funds to the Merchant's ClickandBuy Account on the same Business Day on which the funds are received by ClickandBuy; and (ii) ensure that the funds so credited are then available for use by the Merchant for the purposes set out in Clause 5.1.

5.9 The Merchant will not be able to revoke Payment Orders once received by ClickandBuy. Should a Merchant need to revoke a Payment Order that ClickandBuy has received, it can contact ClickandBuy and ClickandBuy will use reasonable efforts to stop the order, but cannot guarantee it will be able to do so and ClickandBuy will not be able to revoke an order which has been acted on. If a Merchant revokes the regular Payment Order set out in Clause 2.7 (which under the Payment Services Regulations it is entitled to do up until the end of the Business Day before the Payment Date) ClickandBuy shall be entitled to suspend or terminate the Service.

5.10 ClickandBuy may on request make available a currency conversion service to the Merchant enabling it to make Offers in different currencies. For each such converted Offer the multicurrency conversion fee set out in Schedule 2 shall apply. Where a Merchant requests a payment to be made to an End User that requires currency conversion, ClickandBuy will specify the amount to be collected from the Merchant's ClickandBuy Account, based on the currency exchange rate at the time of the transaction available from a reputable currency exchange rate service provider used by ClickandBuy. The total amount to be collected from the Merchant's ClickandBuy Account including the exchange rate and the multicurrency conversion fee will be displayed at the time of the transaction if the Merchant is online, otherwise details of the transaction will be made available immediately to the Merchant through their Clickandbuy Service Area.

5.11 ClickandBuy may refuse to execute an order from a Merchant to make a payment where the terms and conditions set out in this Agreement or the Technical Documentation governing the use of the Service have not been complied with, where it would be unlawful to execute the order, or where the Merchant has insufficient funds in their ClickandBuy account. Where ClickandBuy refuses to execute an order it will at the earliest opportunity notify the Merchant of that fact and where possible provide the reasons for the refusal and the procedure for rectifying any factual errors that led to the refusal. ClickandBuy may in accordance with Schedule 2 charge the Merchant for such notification where the refusal is reasonably justified. ClickandBuy shall not be required to provide such a notification where to do so would be unlawful.

5.12 Where the Merchant initiates a payment ClickandBuy will on request inform the Merchant of the maximum execution time, the Charges payable by the Merchant in respect of the payment and where applicable, a breakdown of the amount of such Charges.

5.13 ClickandBuy shall make available to the Merchant in the Merchant’s ClickandBuy Service Area on the ClickandBuy Website, information relating to the transactions (both credits and debits) occurring on the Merchant’s ClickandBuy Account immediately as they occur and shall in any event within three (3) Business Days of the end of each Billing Period make the following information available in the Merchant’s ClickandBuy Service Area:

(a) a reference enabling the Merchant to identify each payment transaction and, where appropriate, information relating to the End User;

(b) the amount of the payment transaction in the currency in which the Merchant’s ClickandBuy Account was debited or credited or in the currency used for the Payment Order;

(c) the amount of any Charges for the transactions and, where applicable, a breakdown of the amounts of such Charges;

(d) where applicable, the exchange rate used in a payment transaction and the amount of the payment transaction after that currency conversion; and

(e) the credit or debit value date (as appropriate) or the date of receipt of the Payment Order.

6. TRANSACTION ACCURACY AND TAXATION

6.1 The Merchant is solely responsible for the filing of appropriate returns and the payment of any and all taxes and duties of whatever nature levied or imposed by whatever jurisdiction in connection with the promotion, sale, licensing, supply or other exploitation of an Offer and shall indemnify ClickandBuy against liability for any such taxes and duties.

6.2 Neither ClickandBuy nor its licensees provides any advisory services to the Merchant regarding taxation and any customs or other import/export duties.

6.3 Any information that ClickandBuy provides to the Merchants or End Users in respect of tax or VAT shall merely represent the data that the Merchant has initially provided to ClickandBuy and does not remove the obligation from the Merchant to account correctly to Customs & Excise or other relevant bodies for the VAT or other applicable tax on the services the Merchant has supplied.

6.4 The Merchant must immediately inform ClickandBuy of any changes to the Merchant’s tax or VAT registration number or if the Merchant ceases to be registered for tax or VAT.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 ClickandBuy authorises the Merchant and the Merchant agrees only to use the ClickandBuy Marks in accordance with the conditions set out in this Agreement for the sole purpose of using the Service.

7.2 Intellectual property rights in (1) any software or documentation supplied by ClickandBuy to the Merchant for or in connection with the Service, and (2) any custom graphic interfaces, design elements, graphics or other applications or content which ClickandBuy may provide and which are placed on or incorporated into the Merchant Website, remain the property of ClickandBuy or its licensors.

7.3 Where any software, documentation or other materials are provided to enable the Merchant to use the Service, ClickandBuy grants the Merchant a nonexclusive, non-transferable licence to use the software, documentation or other materials for that purpose only and in accordance with this Agreement.

7.4 The Merchant will not, without ClickandBuy's prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.

7.5 The right to use the ClickandBuy Marks and any software, documentation or other materials supplied under this Agreement shall last only for the duration of this Agreement and may not be assigned or sub-licensed in full or in part.

7.6 The Merchant may make one copy of the software, documentation and other materials supplied under this Agreement for backup purposes.

7.7 The Merchant shall grant to ClickandBuy a non-exclusive, non-transferable (other than in accordance with Clause 15) licence, for the duration of the Agreement, to use the Merchant's trade mark and trade names (collectively, the ”Merchant Marks”) in the course of providing the Service with respect to Offers but only to the limited extent necessary to allow ClickandBuy to provide the Service in connection with such Offers.

8. CONFIDENTIALITY

8.1 The parties will keep in confidence the terms of this Agreement and any information (whether written or oral) of a confidential nature (including without limitation documents, software, drawings and manuals) obtained under this Agreement and will not disclose that information to any person (other than their employees or professional advisers, or in the case of ClickandBuy the employees of a ClickandBuy Group Company or their suppliers, who need to know the information) without the written consent of the other party. The parties shall make the necessary contractual arrangements that their employees, professional advisors and suppliers are also bound by this confidentiality agreement.

8.2 This Clause 8 will not apply to:

(a) any information which has been published other than through a breach of this Agreement;

(b) information lawfully in the possession of the recipient before the disclosure under this Agreement took place;

(c) information obtained from a third party who is free to disclose it; and

(d) information which a party is requested to disclose and, if it did not, could be required by law to do so.

8.3 The restrictions in this Clause 8 will survive the termination or expiry of this Agreement for as long a period as permitted by applicable law.

9. LIABILITY

9.1 Each party accepts unlimited liability for death or personal injury resulting from its negligence and for fraud and the remainder of this Clause 9 does not restrict such liability.

9.2 Neither party is liable to the other either in contract, tort (including negligence) or otherwise for loss (whether direct or indirect) of profits or business, destruction of data loss of or anticipated savings, or for any indirect or consequential loss or damage.

9.3 Other than in the case of gross negligence, fraud or wilful default by ClickandBuy, or its employees, directors, officers, and agents, ClickandBuy shall not be liable for any loss suffered by the Merchant as a result of:

(a) fraud; or

(b) malfunction or damage to ClickandBuy’s system’s which causes the Service to be suspended.

9.4 Where the Unique Identifier provided by the Merchant is incorrect, ClickandBuy is not liable for the incorrect execution or non-execution of a resulting payment transaction, but ClickandBuy will take reasonable efforts to recover the funds involved in such a payment transaction. ClickandBuy may in accordance with Schedule 2 charge the Merchant for any such recovery.

9.5 Subject to Clauses 3.2, 5.2, 9.2, 9.4, and 9.6 through to 9.10 and provided the Merchant has notified ClickandBuy without undue delay, and in any event and subject to Clause 1.3 no later than 13 months after the relevant payment date, on becoming aware of any unauthorised or incorrectly executed payment transaction, ClickandBuy shall, in respect of any:

(a) unauthorised payments (being for the purposes of this Clause 9, payments from the Merchant's ClickandBuy that have been executed but not authorised by the Merchant), without undue delay refund to the Merchant the amount of the unauthorised payment and where applicable, restore the Merchant’s ClickandBuy Account to the state in which it would have been had the relevant payment transaction not taken place;

(b) incorrectly executed Payment Orders initiated by the Merchant as payer, without undue delay refund to the Merchant the amount of the incorrectly executed payment and, where applicable, restore the Merchant’s ClickandBuy Account to the state in which it would have been had the relevant payment transaction not taken place; and

(c) incorrectly executed Payment Orders initiated by the Merchant as payee, ClickandBuy shall be liable to the Merchant for the correct transmission of the order in accordance with these terms and will re-transmit the Payment Order in question.

9.6 In the case of either Clause 9.5(b) or (c), ClickandBuy will at the Merchant’s request make immediate efforts to trace the payment and notify the Merchant of the outcome and will also be liable to the Merchant for any charges or interest that the Merchant has had to pay as a consequence of the incorrectly executed Payment Order. ClickandBuy shall not be liable pursuant to Clause 9.5(b) or (c) where it can prove (if the Merchant initiated the transaction as payer) that the End User or its payment service provider received the amount of the payment transaction or (if the Merchant initiated the transaction as payee) that it was not liable for the incorrect transmission.

9.7 Subject to Clauses 9.8 and 9.9, the Merchant where it is the payer is liable for up to a maximum of £50 (or Euro equivalent) for any losses incurred in respect of an unauthorised payment arising due to the use of lost or stolen password or security check words or due to the Merchant failing to keep the personalised security features of the Service safe.

9.8 Subject to Clause 9.9, the Merchant shall be liable for all losses incurred in respect of an unauthorised payment where the Merchant has acted fraudulently or has with intent or gross negligence failed to use the Service in accordance with the terms and conditions set out in this Agreement governing its use or failed to give a notification to ClickandBuy in accordance with Clause 3.2.

9.9 Except where the Merchant has acted fraudulently, where it is the payer under a Payment Order the Merchant is not liable for any losses incurred in respect of an unauthorised payment made by the Merchant: (a) arising after the Merchant has provided a notice in accordance with clause 9.5 (or ClickandBuy has failed to make available to the Merchant the means to give such a notice); or (b) where the payment has been made by the Merchant in connection with a distance contract other than an excepted contract (with ”distance contract” and ”excepted contract” have the meanings given in the Consumer Protection (Distance Selling) Regulations 2000)

9.10 Either party's liability to the other either in contract, tort (including negligence) or otherwise in relation to this Agreement is limited to 125% of the Commission, Support Charges and Other Charges payable by the Merchant in any Month in which the incident occurred for any one incident or series of related incidents, provided that this Clause 9.10 shall not in any way limit the Merchant's obligations under Clause 2 or ClickandBuy's obligations under Clause 9.5 or 9.6.

9.11 ClickandBuy shall not be liable for Offer related instructions received by ClickandBuy from the Merchant and made using valid and current User ID and Password data.

9.12 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

10. MATTERS BEYOND THE PARTIES’ REASONABLE CONTROL

10.1 If either party is unable to perform any obligation under this Agreement, or its performance is detrimentally affected, because of an abnormal and unforeseeable circumstance beyond that party’s control the consequences of which would have been unavoidable despite all efforts to the contrary, that party will have no liability to the other party for that failure to perform. Such a circumstances could include lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or the quality or speed of the Internet connection. The delaying party shall promptly notify the other of the delay and the reasons for and likely duration of the delay.

10.2 In the event that ClickandBuy’s contract with a Merchant Acquirer is terminated or service under ClickandBuy’s contract with a Merchant Acquirer is suspended for any reason then ClickandBuy will have no liability to the Merchant for failure or limited supply of the Service to the extent interrupted by that terminated or suspended service.

10.3 ClickandBuy shall not be liable to the Merchant for any contravention of a requirement imposed on it under Part 6 of the Payment Services Regulations where the contravention is due to the obligations of ClickandBuy under other provisions of Community or national law.

11. TERMINATION BY NOTICE

11.1 The Merchant may terminate this Agreement on giving 1 months' written notice to ClickandBuy.

11.2 ClickandBuy may terminate this Agreement on giving at least 2 months' written notice to the Merchant.

11.3 ClickandBuy may terminate this Agreement immediately upon giving notice to the Merchant at any time if:

(a) ClickandBuy reasonably considers the Merchant is:

(i) acting fraudulently or illegally (in any jurisdiction); or

(ii) subject to, or it appears to ClickandBuy is likely to be subject to, an investigation by a regulator or authority into the activities of the Merchant in relation to any gambling, gaming, betting, lottery or other similar law in any jurisdiction; or

(b) ClickandBuy reasonably consider that it will be in breach of Community or national law, Court order if it continues this Agreement.

11.4 The Merchant shall endeavour where practicable to notify ClickandBuy of any proposed Change of Control at least 2 months in advance of the Change of Control being effective. Where the Merchant is not able to so notify ClickandBuy in accordance with this timing requirement, it shall nonetheless notify ClickandBuy as soon as it becomes aware of a Change of Control being proposed or effected. The notification obligations imposed on the Merchant in this Clause 11.4 shall be subject to any unavoidable obligations of confidentiality.

11.5 Where an investigation is commenced or appears to ClickandBuy to be likely to be commenced by a regulator or authority into the activities of the Merchant, ClickandBuy shall be entitled to provide any assistance and information it deems appropriate to any investigatory or official body in relation to such investigation or activities.

11.6 If notice is given to terminate this Agreement or the Service for any reason the Merchant must immediately pay all Charges due for the Service up to the expiry of the notice. Where any regular Charges have been paid in advance and the period or service in respect of which they have been paid will not, due to the termination of this Agreement, be completed, such Charges shall to that extent be reimbursed to the Merchant proportionately.

11.7 Termination does not avoid ClickandBuy's liability for Services already provided.

12. BREACHES OF THE AGREEMENT

12.1 Either party may at any time terminate this Agreement or the Service immediately on notice, if the other:

(a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or

(b) commits a material breach of this Agreement which cannot be remedied; or

(c) is repeatedly in breach of this Agreement.

12.2 ClickandBuy may at any time terminate this Agreement or the Service immediately on notice if the Merchant is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or enters compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events occurs under the laws of the jurisdiction in which the Merchant is located.

12.3 ClickandBuy shall have the right to serve notice to suspend this Agreement in the event that Chargeback levels exceed five per cent (5%) of overall Offer Charges in any Month. ClickandBuy can refuse to restore the Service until ClickandBuy receives what it considers to be an acceptable assurance or remedial action plan from the Merchant to the effect that Chargeback levels will be improved such that they do not exceed this level.

12.4 If the Merchant commits any breach of this Agreement, whether remediable or not, or if any of the events set out in Clause 12.2 shall occur in respect of the Merchant, ClickandBuy may suspend the Service without prejudice to its right to terminate this Agreement. ClickandBuy can refuse to restore the Service until ClickandBuy receives what it considers to be an acceptable assurance from the Merchant that there will be no further breach of this Agreement or (as the case may be) no further prohibited use.

12.5 On termination under this Clause 12.5 the Merchant shall pay to ClickandBuy all Charges that are due for the Service under this Agreement. Any outstanding sums due to the Merchant under this Agreement will be forwarded in accordance with the terms of this Agreement. Where any regular Charges have been paid in advance and the period or service in respect of which they have been paid will not, due to the termination of this Agreement, be completed, such Charges shall to that extent be reimbursed to the Merchant proportionately.

12.6 The Merchant will remain liable to pay all Charges that are due for the Service during any period in which the Merchant does not comply with this Agreement.

12.7 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement by the other party, that waiver is limited to that particular breach.

13. CONSEQUENCES OF TERMINATION

13.1 Upon termination or expiry of this Agreement for any reason:

(a) any hardware, software, documentation, information or other materials provided to the Merchant under this Agreement must be returned immediately to ClickandBuy, and the Merchant must stop using the Service and the ClickandBuy identity which includes ceasing to use the ClickandBuy Marks;

(b) those provisions relating to confidentiality and those provisions which by their content or nature are intended to survive, shall survive the expiry or termination of this Agreement; and

(c) to cover any potential liability to End Users or other parties having legitimate claims, ClickandBuy shall be entitled to retain an amount equivalent to fifty per cent (50%) of all sums due to the Merchant under Clause 2.7 of this Agreement for a period of six (6) Months following termination.

13.2 Following the end of the relevant retention period specified in Clause 13.1 (c) and in any case within five (5) working days of that period, ClickandBuy shall return to the Merchant any retained amounts which have not been used to cover liability to End Users or other parties having legitimate claims.

Summary

The ClickandBuy Service must not be used to send, receive, upload, download, use, re-use, offer or supply any offer or other message, information or material or to advertise, promote, sell or offer for sale any information, material or product which can be assigned to one of the following categories.

Any transaction appearing on ClickandBuy which does appear to fall onto one of these categories may be reversed and any ClickandBuy account not adhering to this policy may be suspended or terminated to prevent further breach of our guidelines.

Some of the guidelines require knowledge of applicable laws in different countries. As ClickandBuy does not have detailed knowledge of all business sectors in all jurisdictions around the world, it is utlimately the account holder's responsibility to trade only in countries where it is legal to do so. Any customer who is unsure of their legality, or disregards this guidance, is deemed to be in breach of these guidelines.

1. Illegal Adult Content

ClickandBuy will not process transactions which are related to goods or services, including an image, which is partly offensive and lacks serious artistic value such as:

• Digital content of nonconsensual sexual behavior
• Sexual exploitation of a minor
• Nonconsensual mutilation of a person or body part
• Bestiality

or any other material that ClickandBuy, at its sole discretion, deems unacceptable for sale in connection with its brand.

2. Firearms and Weapons

ClickandBuy may not be used in the purchase or sale of any physical firearm. This includes all rifles, shotguns, and handguns, whether for use in sporting, as collectibles, or curio and relic firearms, and regardless of their present working order.

Also, ClickandBuy may not be used to buy or sell ammunition, gunpowder, or tank ammunition. The term "ammunition" means ammunition or cartridge cases, primers, bullets, or propellant powder designed for use in any firearm.

This guideline does not extend to advertisements for such items. Advertisements would be permitted to be charged for using ClickandBuy.

3. Illegal Drugs & Paraphernalia

ClickandBuy may not be used to fund, in any way, the purchase of illegal drugs, or materials, utilities or paraphernalia (equipment used to administer or produce drugs) which could be construed to be for the use of administering illegal drugs.

This guideline is designed to provide clarification regarding illegal drugs. It is accepted that some drugs are classified differently from country to country, and therefore may not be illegal. As ClickandBuy does not have expert guidance for each and every country where trading may take place, any potential merchant should be directed to the Fraud Management team who will assist. However, responsibility to trade only in countries where it is legal to do so is explicitly the responsibility of the merchant. Any merchant who is unsure of their legality, or disregards this guidance, is deemed to be in breach of this guideline.

4. Stored Value Cards

ClickandBuy will generally not accept transactions which resell pre-paid debit or other stored value cards. A stored value card is defined as funds or monetary value represented in digital electronic or physical format and stored or capable of storage on electronic or physical media in such a way as to be retrievable and transferable.

As there is a possibility of some exception to these rules in certain circumstances, customers are urged to direct any query to the Fraud Management team who will assist.

5. Unauthorized Copies (infringement of copyright)

ClickandBuy cannot accept transactions which sell (or appear to sell) unauthorized copies (pirated, duplicated, backup, etc.) of software programs, video games, music albums, movies, television programs or photographs which could be in breach of copyright law in any territory.

6. Third Parties’ Rights

ClickandBuy will not process transactions which are related to goods or services, including images, which are offensive, abusive, defamatory, otherwise obscene or menacing, or in breach of confidence, privacy or any other rights of third parties, or which will cause annoyance, inconvenience or needless anxiety.