Background
A. PayPoint Payment Services Limited (“PayPoint”) is a participant in Pay.UK CoP Scheme and is authorised to initiate requests to validate the identity of a payee or payer for the purpose of making a payment.
B. AFD Software Limited (“Service Provider”) and PayPoint have entered into a Master Agreement for the submission of CoP Requests.
C. The Licensee under this Agreement as stated on the Service Provider’s End User Agreement (“End User”) wishes to enter into an End User Agreement for the CoP Service and for the Service Provider to submit CoP Requests on behalf of the End User.
Agreed
1. Definitions
CoP Request means a request made via the Pay.UK CoP Scheme to verify the identity of the payee when making a payment.
CoP Rules means the rules and guidance governing the operation of the CoP Scheme.
CoP Scheme means the system operated by Pay.UK to enable CoP Requests to be initiated and responded to.
CoP Service(s) means the service provided via the Service Provider to enable the End User to submit CoP Requests.
Customer Due Diligence means the verification of the identity and status of the End User including but not limited to Know Your Customer (“KYC”) (if applicable).
Payee means the individual or entity receiving the payment.
Payer means the individual or entity making the payment.
2. The CoP Requests made on behalf of the End User by the Service Provider shall be on the terms as specified in the End User Agreement together with this End User Order Form.
3. PayPoint as the participant in the Pay.UK CoP Scheme has agrees to accept CoP Request from the Service Provider originating from the End User.
4. Annex 1 Compliance Statement shall apply to the End User.
5. The Special Conditions – Appointment of Service Provider shall apply to the End User’s use of the Service.
6. The Service Provider confirms it hereby agrees to act as Service Provider to the End User and has entered into a Master Agreement with PayPoint.
7. This Agreement consists of:
a) The Order Form.
b) The Special Conditions – Appointment of Service Provider.
c) Compliance Statement (Annex 1).
d) Special Conditions – Appointment of Service Provider
1. Appointment
1.1 The End User hereby appoints the Service Provider, to be responsible for in relation to the CoP Service for.
a) The payment of invoices in respect of the CoP Service payable by the Affiliate.
b) The communications and instructions to PayPoint associated with the CoP Request.
c) Submission of CoP Requests and receipt of CoP Request data.
2. Disclosure
2.1 The End User consents to the disclosure of information in relation to the CoP Requests by the Service Provider to PayPoint in relation to the CoP Services.
3. Payment
3.1 The End User acknowledges that all invoices due under the End User Agreement will be provided in the name of the Service Provider.
4. Notices and Instructions
4.1 All notices and communications to the End User in relation to CoP Requests will be sent to the Service Provider.
4.2 Any instruction and or notice received by PayPoint in relation to the CoP Service from the Service Provider in relation to the End User’s CoP Request will be deemed to be from the End User and PayPoint shall be entitled to rely upon and act upon any such instruction or communication.
5. Warranties
5.1 The End User confirms it has an agreement with the Service Provider to provide processing and other services to the End User (“End User Agreement”).
5.2 The Service Provider warrants it has and will maintain the integration to PayPoint and will comply with the standards required by PayPoint to submit the data as may be amended from time to time.
5.3 The Service Provider and End User each warrant they shall co-operate with any audit requests provide by PayPoint in relation to the CoP Service.
6. Indemnity
6.1 The Service Provider shall be entitled to claim under any or all indemnities relating to the CoP Service as applied to the End User’s use of the CoP Services under the End User Agreement and the activities of the Service Provider under these Special Conditions.
7. Disclosure
7.1 The End User agrees the Service Provider may disclose information including but not limited to data and/or Confidential Information as is reasonably required for in relation to the CoP Service to PayPoint.
7.2 The End User agrees the Service Provider is responsible for the operation and use of the CoP Service integration to PayPoint and the End User shall not have direct access to the CoP Service.
7.3 PayPoint may disclose information in relation to the CoP Requests submitted by the Service Provider in relation to the End User’s CoP Request to the Service Provider.
7.4 For the purpose of the Data Protection Schedule, the Service Provider is sharing Personal Data with PayPoint on the instruction of the End User.
7.5 The End User warrants it has complied with its obligations under the Data Protection Act 2018 in sharing the Personal Data with the Service Provider and has authorised the Service Provider to make share such Personal Data.
8. Claims
8.1 The End User shall not make any claims arising from or in connection with and or the performance of any CoP Requests against PayPoint. Any claim by an End User in respect of or arising from or related to the CoP Service, may only be brought as between the End User and Service Provider under the End User Agreement.
a) Terminate and/or suspend an integration to the Service Provider if such conduct, having been notified in writing to the Service Provider, has not been remedied within 30 days of such notice. PayPoint may inform the Service Provider how to remedy. PayPoint’s discretion under this clause shall take into account all reasonable criteria, including but not necessarily limited to all applicable laws in force at the time, and shall not be exercised capriciously, and only to the extent strictly necessary to achieve its purpose.
b) Decline to accept data and or CoP Request from or submit data and /or CoP Requests from the Service Provider.
c) Termination of and/or suspension of the Service Provider by PayPoint does not breach or terminate the End User Agreement.
d) Termination of the End User Agreement terminates these Special Conditions.
9.1 Termination of the Master Agreement will terminate this End User Agreement with respect of the CoP Service.1. Mutual Compliance Statement
1.1 When submitting a CoP Request, each party will comply with the CoP Rules as the same may be amended from time to time.
a) The payment of invoices in respect of the CoP Service payable by the End User.</p?
b) The communications and instructions to PayPoint associated with the CoP Request.
c) Submission of CoP Requests and receipt of CoP Request data.
2. Usage
2.1 In using the Service, the End User confirms it:
a) Is a corporate body, registered in England.
b) Will only submit a CoP Request in anticipation of a payment being made by a Payer (the person or organisation making the payment) to a Payee (the person who is intended to receive the payment.
c) Is the Payer in making the CoP Request to make a payment and is not offering the CoP Service to any of the End User’s customers.
d) Will only submit a CoP Request in relation to a Payee with a bank account or participating payment account held in Sterling and held by an authorised institution in the United Kingdom.
e) Will not use a CoP Request other than for the purpose of verifying the account details of the Payee or Payer in relation to the payment.
f) Will not use a single CoP Request for a second verification even if any such verification is in relation to the same Payee. If the End User wishes to make a second verification, the End User will make a new CoP Request.
g) Will comply with the applicable legislation, including but not limited to, in relation to data protection when making the CoP Request.
h) Will ensure that the Payee or Payer has a reasonable anticipation that their name and bank account details provided by the End User will be checked against the Account Name to see if there is a match.
i) Will not make multiple attempts to make a CoP Request in respect of the same Payee or variation of the name of the Payee, in an attempt to confirm the Payee’s name, account or details.
j) Will apply the use of CoP Requests on an unbiased basis, with transparency and fairness.
k) Provide such details as are reasonably requested by PayPoint to enable PayPoint to verify the End User’s compliance with the terms of this CoP Compliance Statement and the CoP Rules.
l) Will provide such information to PayPoint as is required to comply with PayPoint’s obligations in relation to customer due diligence and anti-money laundering.
2.2 In addition to clause 2.1 (Usage), when using the Service for a confirmation of Payee request, the End User confirms it.
a) Will only submit a CoP Request in anticipation of a payment being made by a Payer to a Payee.
b) Is the Payer making the CoP Request.
c) Will not make multiple attempts to make a CoP Request in respect of the same Payee or variation of the name of the Payee, in an attempt to confirm the Payee’s name, account or details.
2.3 When using the Service for a Payer Name Verification (“PNV”), the End User confirms it;
a) Will use the CoP Sevice for the purpose of Payer Name Verification when the initial direct debit mandate is setup, or a new direct debit dandate is created or in anticipation of the yearly re-check of the Payer as specified in the Bacs Rules.
b) Will not make multiple attempts to make a CoP Request in respect of the same Payer or variation of the name of the Payer, in an attempt to confirm the Payer’s name, account or details.
c) Is the Payee making the CoP Request.
3. Notifications to Payees and Payers
3.1 The CoP Request does not require individual Customer consent for their details to be used as part of a Response.
3.2 The End User will take reasonable steps to assess the data privacy notice and the terms and conditions applicable to the Customer contain the necessary disclosures that the CoP Request may be made and ensure such documentation is updated or amended as reasonably appropriate.
4. Fraud and Crime
4.1 The End User may submit a CoP Request, except where PayPoint has notified the Service Provider reasonable concerns on the validity of the CoP Request.
4.2 If the Service Provider becomes aware of potentially fraudulent activity by the End User (or a person purporting to be the End User) the Service Provider shall request PayPoint using the existing financial crime processes, attempt to notify the Receiving Bank involved in a CoP Request, in order for the Recipient Bank to act to protect the Payee involved.
4.3 Neither the Service Provider nor PayPoint is not required to notify the End User unless it elects to do so and any such notification does not compromise any investigation, regulatory obligation, CoP Rules and/or statutory duty or obligation.
4.4 The End User will be monitored to identify if the End User is making multiple attempts to use CoP in respect of the same Payee to assess if the behaviour is an indication of fraud or wrongful activity.
4.5 The Service Provider is not required to submit a CoP Request if, in PayPoint’s sole opinion, such as submission is in contravention of CoP Rules.
4.6 The Service Provider is entitled to suspend, terminate and/or restrict the service if PayPoint has concerns in relation to the End User’s status in relation to money laundering and/or any other regulatory or statutory obligations required arising from or in connection with PayPoint’s authorisation with the Financial Conduct Authority and/or PayPoint’s participation in Pay.UK.
5. Variations for Rule Changes
5.1 If an amendment in the CoP Rules and/or Pay.UK instructions or directions requires this Agreement to be amended and/or updated, the Service Provider will issue a variation to this Agreement.
5.2 The End User’s consent to the variation will not be required and the variation will take effect as specified in section 5.3 (Variations for Rule Changes).
5.3 Any such variation will take effect 30 (thirty) days from the date of issuance save to the extent the CoP Rules require the variation to take effect sooner.
5.4 If the variation has a material adverse impact on the End User’s use of the CoP Service, the End User shall be entitled to terminate the Agreement upon not less than 20 (twenty) days’ notice in writing to the Service Provider. All fees and charges due under this Agreement will be payable on termination.
6. Investigation and Audit
6.1 The End User will co-operate with any audit and/or review undertaken by the Service Provider or PayPoint in respect of the End User’s compliance with this CoP Compliance Statement and/or the terms of this Agreement.
6.2 The End User will ensure when making a CoP Request that they co-operate with any audit and/or review undertaken by the Service Provider in respect of the End User’s compliance with this CoP Compliance Statement and/or the terms of this Agreement.
7. Due Diligence
7.1 The End User:
a) Consents to such customer due diligence and KYC as PayPoint may reasonably require to conduct in relation to the CoP Service.
b) Acknowledge that the End User has no claim against PayPoint in respect of actions taken in relation to receipt of a CoP Request.
c) Will co-operate with any investigations and/or enquiries on the part of the Service Provider and/or PayPoint into any fraud and/or wrongdoing in relation to the payments m
7.2 Where Customer Due Diligence is required, the Service to the End User may not commence unless or until the Service Provider confirms the End User has successfully completed such Custo
7.3 The Service may be suspended, upon notice in writing from the Service Provider, if the Service Provider receives notice from PayPoint that PayPoint believes a payment to be contrary t
7.4 The Agreement may be immediately terminated by notice in writing if by using the Service, the End User:
a) Fails to have all the necessary consents, permissions and/or authorisations required to use the Service; and/or
b) Uses the Service in contravention of applicable laws; and/or
c) Fails to provide the relevant information and/or assist PayPoint with any Customer Due Diligence, KYC and/or investigation into the use of the Service.
7.5 The End User acknowledges that it must comply with the Acceptable Use Policy and may not offer submit any CoP Request which is in contravention of this policy.
7.6 The End User acknowledges that the Service Provider may decline any End User whereby the ongoing monitoring of the End User, in the sole opinion of PayPoint, such onboarding creates an undue
7.7 The Service Provider may at its sole discretion decline to support sectors, for example gaming or charities, even if the activity of such organisations is permitted under English law.
PLEASE NOTE
The End User acknowledges, that Pay.UK may vary the CoP Rules from time to time. Any changes or amendments impacting the Service will be notified to the Service Provider as and when applicable.
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