Terms & Conditions
The following is a statement of the terms of business under which the applicant and the provision of services referred to in this document will be conducted. For ease of expression, this document is referred to as “the Agreement”, the applicant for the Inclusion Signpost accreditation is referred to as “the Client” and the Inclusion Signpost services and deliverables provided to the Client are referred to as “the Services”.
1 Service Package Overview
1.1 Emerging Payments Association (trading name of Emerging Payments Ventures Ltd., ‘EPA’) and the Client acknowledge that the submission of the application to receive ‘the Inclusion Signpost services’ is the sole responsibility of the Client
1.2 EPA and the Client acknowledge that the processing and assessment of the application is the sole responsibility of Emerging Payments Association.
1.3 EPA and the Client recognise they must both use reasonable endeavours to fulfil the expected commitments outlined in this Agreement.
2 Payment & Taxes
2.1 The Services provided by EPA will come into effect when payment has been received in full.
2.2 The Client agrees to pay the fees due by full by card for the Services at the time of application. If a VAT invoice is required, this will be issued on request. Payment of the same must be made within 14 days of the date of issue of the invoice. If the invoice is not paid in full within 14 days of the date of issue, EPA will suspend all services to the Client until the invoice has been paid in full. EPA will not issue a refund or proceed with the Services until payment has been received in full.
2.3 The Client shall pay for all taxes incurred in connection with the Services including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of services and deliverables by EPA to the Client in relation to the Services and its Features and on any goods or services used or consumed by either party in connection with the Services and its Features.
2.4 In the event that any payments received by EPA in connection with the Services are subjected to or reduced by any taxes required to be withheld by the Client, the payments shall be grossed up so as to result in EPA’s receipt of an amount equal to that which would have been received by EPA but for the said taxes.
2.5 The Client agrees to indemnify and hold EPA harmless from any deficiency (including penalties and interest) relating to taxes which are the responsibility of the Client under this Agreement and reimburse EPA for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency.
3.1 This Agreement is the confidential property of EPA. The Client agrees that no part of it shall be disclosed to any third party without the prior written consent of the EPA or used for purposes other than the Services agreed.
3.2 The Client and EPA each agree to keep confidential and not to disclose to any third party any information (excluding information which is or becomes public knowledge other than as a result of the default of the recipient) relating to the business or trade secrets of the other (“Confidential Information”), or to make use of any such Confidential Information for any purpose other than in connection with the Services and its Features or as required by law.
4 Remedies and Liabilities
4.1 The Client agrees to give EPA a reasonable opportunity to remedy any failure or shortcoming in the provision by EPA of the services or deliverables comprised in the Services to the Client. EPA undertakes, at its expense, to use all reasonable efforts to implement such remedy as soon as reasonably practicable after any such failure or shortcoming is identified and reported to it by the Client in writing.
4.2 In respect of any liability which is not within the scope of paragraph 5.3, EPA’s total liability under or in connection with the Services (whether in contract, tort (including negligence) or otherwise) shall not exceed in aggregate the total fees received by EPA in respect of the Services.
4.3 EPA will not be liable (whether in contract, tort (including negligence) or otherwise) for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, whether caused directly or indirectly, or for any indirect, incidental, punitive or consequential loss, damage, cost or expense whatsoever.
4.4 EPA will not be liable for any loss, damage, cost or expense whatsoever and howsoever caused arising from any fraudulent or unauthorised act or statement, misrepresentation or default on the part of the Client, its directors, employees, agents and other contractors.
4.5 The express obligations and warranties made by EPA in this Agreement are in place of and to the exclusion (to the fullest extent permitted by law) of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, including (without limitation) as to the condition, performance, fitness for purpose or satisfactory quality of the Services or any part thereof.
4.6 Any action by either party against the other relating to or arising out of the Services must be brought within 3 months after the aggrieved party became aware of (or should reasonably have become aware of) the cause of action, failing which the alleged wrongdoer will be discharged of any liability with respect to such claim. The allocations of liability in these Terms and Conditions represent the agreed and negotiated understanding of the parties and EPA’s charges for Services reflect such allocations. This paragraph 5 survives the termination of the Services for any reason.
5 Intellectual Property Rights
5.1 The copyright and all other proprietary rights existing now or in the future in all computer programs, documentation and other materials as well as in any idea, method, invention, discovery, design, concept or other work (“the Works”) arising from EPA’s performance of the Services (whether conceived or developed individually or jointly with the Client and others) shall belong to and be the absolute property of EPA. At the request and expense of EPA, the Client will do all such things and sign all documents necessary to enable EPA to obtain all such rights in the Works.
5.2 Subject to the payment of all fees and expenses due to EPA for the Services, EPA will grant to the Client, on accreditation, a non-transferable, non-exclusive licence for a period of 1 year to use and reproduce for its own internal use and for the promotion of these services any deliverable provided under the Services. This is subject to the completion of the annual accreditation process. Further use of this licence is subject to re-applying for the Services.
5.3 The Client acknowledges that in the course of its performance of the Services EPA may use products, materials or methodologies proprietary to EPA or a third party or EPA may produce proprietary materials or methodologies that are not part of the deliverables. The Client agrees that it will not have nor obtain rights in such proprietary products, materials and methodologies except pursuant to a separate written agreement on terms to be agreed and the Client agrees to maintain the confidentiality of such items.
6 Force Majeure
Neither EPA nor the Client will be liable for any delay in performing or failure to perform their obligations if such failure or delay is as a result of causes outside the reasonable control of the responsible party.
7 Third Party Rights
Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement.
8 Entire Agreement
8.1 This Agreement constitutes the entire agreement between the Client and EPA relating to the Services and supersedes all previous communications, representations and arrangements, written or oral, except in respect of any fraudulent misrepresentation made by either party with respect to the Services. The Client acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms of any purchase order and other communications issued by the Client in connection with the Services will not apply unless accepted in writing by EPA. No variation will be effective unless in writing and signed by authorised representatives of both parties. In the event of any conflict between the terms of this Agreement and any other document, the terms of this Agreement shall prevail.
8.2 This agreement does not supersede any prior membership agreement and its associated terms and conditions.
9 Applicable Law
This Agreement will be governed by and construed in accordance with the laws of England and will be subject to the non-exclusive jurisdiction of the Courts of England.