These Terms are drafted to be reasonable and balanced, so as to be mutually beneficial to both you and GoodBox. We recommend that you review these Terms carefully and let us know if you have any questions.

Terms and Conditions of Use

1. About Us

1.1 We are The GoodBox Co Labs Ltd (“GoodBox”, “we”, “us”), a limited company registered in England and Wales (10272838) with our registered office at Unit 3.06, Boat Shed, Exchange Quay, Salford, Manchester, M5 3EQ. We are authorised and regulated by the Financial Conduct Authority, with registration number 772729.

1.2 Please see Schedule 1 for the definitions which apply to this Contract.

2. Contract

2.1 The Order constitutes an offer by you, to us, for the supply of Products and the provision of associated Services in accordance with these Terms.

2.2 You indicate that you agree to the terms of the Contract when you sign up to the Services and complete the Merchant Application Form at which time this agreement is displayed to you. Acceptance of these terms and our approval of you as customer (including successful completion of KYC checks required by law) are required in order for you to use our Services. If you have not completed and signed the Merchant Application Form, you will be deemed to have accepted this Contract when you begin utilising the Services and we shall be deemed to have your acceptance of this Contract from the date on which we begin to provide the Services to you, subject always to our approval of you as customer. We each acknowledge that we have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Contract.

2.3 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Products or illustrations or descriptions of the Services are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.

2.4 Any quotation given by us does not constitute an offer, and is only valid for a period of 30 days from its date of issue.

2.5 For our Products and/or Services, you can choose to register with us for membership (different levels, as made available to you). During the course of the relationship, you have the liberty to upgrade your membership package choice at all times. Notwithstanding your rights to terminate the Contract pursuant to clause 12.1, a downgrade to a membership package with lower monthly subscription amount is only possible if your then-current membership package has been kept for at least six (6) months.

2.6 We may, from time to time, need to change these Terms or any other terms under the Contract, for example to comply with or reflect a change of applicable law, Scheme Rules or if you require us to offer you any new Service.

2.7 Subject to paragraph 9 (change of Services), if we need to change any of the terms under the Contract (for whatever reason), we will notify you in writing at least thirty (30) calendar days prior to such change. If you are unhappy with the changes we propose to make, you can terminate your Contract with us in accordance with paragraph 12.1.

2.8 Any amendment proposed by you to the Contract shall take effect only if accepted in writing by us.

2.9 If you wish us to provide any additional Service to you, whether offered by us or requested by you, we will provide you with information about that Service including any additional Fees, any adjustments to the Products and/or the Design Content and any associated timeline. Any additional Service must be agreed in advance in writing between you and GoodBox.

2.10 This Contract commences from the date you have signed the Order Form (after which we will review and approve you as customer as specified under clause 2.2) and continues unless and until terminated under paragraph 12.

2.11 This Contract governs the purchase of GoodBox Products. If you are renting GoodBox Products, the specific provisions in Schedule 3 will also apply.

3. Our Obligations

3.1 We will provide the Products and Accessories to you, and deliver them as set out in the Order Form, or as otherwise agreed with you in writing. We will also provide you with the Services.

3.2 We will be responsible for:

(a) providing you with the Products, any associated Accessories, and guidelines for set up for use, and any technical services thereto;
(b) provide the Services for ongoing support and maintenance of the Products;
(c) ensuring each Product has in place secure protections and controls to allow the transfer of Donations or Payments;
(d) ensuring that, when we are at the Product Location, we (and any personnel associated with us) comply with any of your regulations or policies, provided that you notify us in writing and in advance of any such requirements; and
(e) provide you with access to the Platform or manual data reports upon reasonable request if the Platform is not accessible for longer than a 72 hour period.

3.3 We will provide the Services with reasonable care and skill.

3.4 We will use reasonable endeavours to ensure the Products are available 24 hours a day, though as the Products rely on third party providers, this is not always possible. Depending upon the issue with the Product, we may provide the Support Services remotely or on-site at the Product Location. We will consult with you in the event we need to access the Product Location.

3.5 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by an event outside of our control or if you fail to provide us with adequate delivery instructions or any other instructions that are relevant to us supplying the Products.

3.6 You are responsible for the Products (and any associated Accessories) once delivered to you, this includes any loss, damage and/or destruction (whether by you or a third party). You may, if you consider it appropriate, take out insurance on the Products (and Accessories). We may charge you additional costs if you fail to return rented Products and/or return rented Products in a damaged condition (beyond normal wear and tear).

3.7 We will comply with all reasonable instructions from you in providing the Products and Services.

3.8 We reserve the right to amend or change the Products if required by any applicable statutory or regulatory requirement, however, we will always notify you before doing so.

4. Product Quality and Warranties

4.1 We warrant that for a period of 12 months from the date of delivery (Warranty Period), the Products shall:

(a) Conform with their description;
(b) Be free from material defects in design, material and workmanship; and
(c) Be fit for any purpose as held out by us.

4.2 Subject to paragraph 4.3, we shall, at our option, repair or replace any defective Products or refund the price of the defective Products in full if you give us notice in writing during the Warranty Period within a reasonable time of discovery that the Products do not comply with the warranty set out in paragraph 4.1 and we are given reasonable opportunity to examine the defective Products.

4.3 We shall not be liable for any Product failure to comply with the warranty in paragraph 4.1 if:

(a) You use the Products after giving us notice as per paragraph 4.2;
(b) The defect has arisen because you have failed to follow our written or oral instructions as to the storage, commissioning, use or maintenance of the Products;
(c) You alter or attempt to repair the Products without our written consent; or
(d) The defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions.

4.4 Subject to paragraph 4.3, the Warranty Period can be extended with payment of the Extended Warranty Fee, the amount of which and duration of the extended Warranty Period is stated on the Order Form should you choose to extend the Warranty Period such extended warranty to be extended subject to the provisions of this paragraph 4. Extended Warranties may only be taken out on commencement of any purchase arrangement between you and GoodBox, unless otherwise agreed in writing.

4.5 In the event of any Product issues, you shall always be required to contact support via support@goodbox.com. We retain the right to charge support charges for any onsite visits by our engineers in the event of a scenario as listed in clause 4.3 or any other damages to or issues with the Product outside our control.

5. Your Obligations

5.1 You will:

(a) Ensure the terms of the Order (including any supplemental information you provide) are complete and accurate;
(b) provide all information and documentation required by us to set you up and maintain you as a Client, in accordance with our obligations under regulation by the Financial Conduct Authority;
(c) provide a suitable Product Location to allow for operation of the Products;
(d) comply with all reasonable instructions from us, and supply us with any information reasonably required for the provision of the Products and Services;
(e) ensure the location of each Product is secure, to protect against theft or loss of the Product;
(f) notify us as soon as reasonably possible if there is any problem with a Product (including theft, loss or misappropriation of funds), and provide us with full details;
(g) work with us to resolve any issues with a Product;
(h) not (and not allow any third party to) adjust, repair or maintain the Products;
(i) comply with all applicable laws, including health and safety laws; and
(j) allow us (and any personnel appointed by us, provided we have provided you with reasonable prior notice) access to the Product Location when reasonably required.

5.2 While we may consult with you, you will ultimately be responsible for all Design Content (except the Financial Disclosures) made available with the Product and ensuring it complies with all applicable Regulations.

5.3 If there is an emergency (for example, a natural disaster), we may contact you to take part in an emergency campaign, whereby we use the Products to raise funds for a charity relevant to the specific emergency. You are under no obligation to agree such use of the Products.

6. Fees and Donations

6.1 You agree to pay to us the Fees as set out in the Order Form made up of the following: –

(a) Purchase Fee (if purchasing GoodBox Products);
(b) Rental Fee (if renting GoodBox Products);
(c) On-Boarding Fee;
(d) Service Fees (payable monthly); and
(e) Merchant Fees.

6.2 Fees are payable in accordance with the Order Form or, in any event, within 30 days of any invoice raised by us.

6.3 At our sole discretion, we may allow Fees to be paid by direct debit.

6.4 Unless agreed otherwise in writing with us, the On-Boarding Fee, Purchase Fee (or Rental Fees, as appropriate) and Service Fees are payable monthly (upon receipt of an invoice from us). Some of the Product related fees will be charged and need to be paid by you prior to delivery of the Products.

6.5 The Merchant Fees are calculated as a blended rate. You hereby acknowledge and agree that we have requested the amount of the interchange fees and card association fees in respect of each of the transactions to be consolidated with and included as part of the Merchant Fees as being payable in respect of the each of the card types included herein.

6.6 The Merchant Fees will be deducted directly from the Donations or Payments received. You will have access to the accounting records for the Donations or Payments via the Platform at any time (subject to Platform availability).

6.7 The Extended Warranty Fee, if payable, will be payable either monthly (upon receipt of an invoice from us) or annually, as per the Order Form.

6.8 We reserve the right to increase any of the Fees on an annual basis with effect of each anniversary of the Contract in line with the percentage increase in the Retail Prices Index.

6.9 The On-Boarding Fee, Purchase Fee, Rental Fees (if applicable), , Extended Warranty Fee and Service Fees are exclusive of any applicable VAT. The Merchant Fees are exempt from VAT and so no VAT will be applicable.

6.10 If the Fees fall between the whole pence, these will be rounded up to the nearest pence.

6.11 If, after reviewing the information provided on the Platform you reasonably believe there is a discrepancy in the Donations or Payments, we will, upon reasonable notice from you, make our records and offices available for inspection to allow you (or party acting on behalf of you) to verify the Fees. Each party will bear its own costs for such an inspection.

6.12 Unless otherwise agreed in writing, the Net Donations or Payments will be paid to you on a regular basis, and in any event within one month to your chosen bank account nominated to us in writing. Requests for more frequent payment may be subject to further costs, which we will agree with you in writing in advance of any such arrangement.

6.13 We will be responsible for processing any requests for refunds. You will notify us immediately if a Donor contacts you directly regarding a refund request.

6.14 We will issue refunds to Donors requesting refunds from Donations or Payments we hold for you. If there are insufficient Donations or Payments to issue a refund, we will issue the refund and invoice you directly. Any such invoice must be paid within 10 days of receipt.

6.15 Where we issue a refund to a Donor, we will also refund any Transactional Fees and Merchant Fees associated with the specific Donation or Payment being refunded to you.

6.16 Your account with us shall remain zero or positive at all times during and after the term of this Contract. If at any time the Donations or Payments are not sufficient to cover the amounts due by you under the Contract (in the event of Chargebacks, fines of Card Schemes, refunds etc), we shall proceed to debit your nominated bank account or you shall transfer the full amount of funds due as instructed by us within fourteen (14) days of receipt of written notice. In the event you fail to do so or we are unable to debit your chosen bank account, we shall – without prejudice to any further claims for compensation or damages – be entitled to statutory interest, 8% plus the Bank of England base rate. Such interest shall accrue on a daily basis until actual payment of the overdue amount, whether before or after any related judgment.

7. Intellectual Property Rights

7.1 Nothing in this Contract will affect the ownership of any Intellectual Property Rights owned/controlled by either party. For the avoidance of doubt, this means that the Intellectual Property Rights in the Products, Accessories or Services remain vested in GoodBox.

7.2 We may, through the course of providing the Services, acquire Intellectual Property Rights in some content developed for the Products (for example, a particular layout or wording for the request for donations) (“GoodBox Design IP”). For the avoidance of doubt, the GoodBox Design IP excludes any content specific to you and the Client Brand. You agree and acknowledge that we may use the GoodBox Design IP with other clients, to improve our overall service.

7.3 You grant us a non-exclusive, non-transferrable, royalty free licence to use the Client Brand (subject to any brand guidelines you provide us with from time to time):

(a) for the purposes of providing and administering the Products;
(b) unless otherwise notified in writing by you, for the purposes of the promotion and marketing of GoodBox in any media, including but not limited to online.

7.4 We grant you a non-exclusive, non-transferrable, royalty free licence to access the Platform for the purposes of this Contract and use any GoodBox Intellectual Property for the purposes of receiving the Services, for the term of this Contract.

8. Regulations

8.1 We each agree to comply with all applicable Regulations, including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015.

8.2 We are regulated by the Financial Conduct Authority. To comply with our obligations as a regulated firm, we need to take certain steps above and beyond standard suppliers. We have set out a few of these requirements (and how they impact you) below:

(a) In order to comply with The Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002 (the “Money Laundering Regulations”), we are required to satisfy ourselves that we are not unwittingly involved in money laundering or terrorist financing. The legislation contains comprehensive requirements regarding client identification, record keeping and mandatory reporting. These requirements are embedded in our client On-Boarding process. To avoid the need to request detailed identity information from you, we may use external service providers or conduct electronic verification of your identity which includes searching databases containing publically available information. We may also pass information to the Acquirer or financial and other organisations involved in fraud prevention to protect ourselves from theft and fraud. We may also ask for additional information from you to confirm this information (for example, a passport, driving licence, trustee addresses and dates of birth). You understand and acknowledge that if you do not provide satisfactory evidence or information within a reasonable time, we may have to cease providing the Products and Services to you. We confirm that we will hold all information you provide to us under this paragraph 8 securely and that this information will only be used for the purposes of regulatory compliance and to prevent or detect fraud.

(b) In order to comply with the Payment Services Regulations 2017, we are required make certain information available to the Donors both before and following the Donation or Payment (the “Financial Disclosures”). For example, the Financial Disclosures will include contact information, any applicable charges and information on how to make a complaint. You understand and acknowledge that the Financial Disclosures must be included in the Design Content.

9. Data Protection

9.1 Each party will comply with the Data Protection Regulations in processing any Personal Data under this Contract. In relation to processing activities performed under the Contract, we may act either as a data controller or as a data processor, depending upon the processing activity and any such processing as a data processor will be undertaken by us in accordance with Schedule 2.

9.2 Where we collect and process Personal Data for you, we will act in accordance with our Privacy Policy, which can be found at https://www.goodbox.com/privacy-policy/.

9.3 If, in the future, it is anticipated that Personal Data relating to Donors will be shared with you, we will work with you to agree further terms as are necessary to ensure each party’s compliance with the Data Protection Regulations, including the appropriate wording for any privacy notice.

9.4 You may be a member of a federation/ fundraising group, as you may indicate on the Merchant Application Form, which provides you the ability to utilise any group fees as agreed upon which such group. As part of this arrangement, such group is entitled to obtain data insights and you hereby indicate that you have no objection to us sharing transaction data with your federation/ fundraising group.

10. Confidentiality and Publicity

10.1 We each undertake that we will not, at any time during or after the Contract, disclose to any person any confidential information concerning one another’s business, activities, affairs, donors, beneficiaries, customers, clients or suppliers, except as permitted by paragraph 2. For the avoidance of doubt the Fees and this Contract (including explicitly any Merchant Terms) shall be considered “confidential information”.

10.2 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this paragraph 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

10.4 For the avoidance of doubt, any anonymised data developed from the Donations or Payments shall not be considered Confidential Information.

10.5 Each of us will use reasonable endeavours to promote the use of the Products by you. This includes through use of social media channels, such as Twitter and Instagram. Each of us will have regard to each other’s instructions regarding any such promotion (for example, any applicable brand guidelines and appropriate social media accounts), as may be set forth in the Artwork Standards Guide or otherwise provided.

11. Limitation of Liability

11.1 Nothing in the Contract limits or excludes liability for either party:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) Client use of the Platform; or
(d) any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to paragraph 11.1, neither party will be liable to the other party, whether in Contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits or anticipated donations or payments;
(b) loss of sales or business;
(c) loss of or damage to goodwill and/or reputation; and
(d) any indirect or consequential loss.

11.3 Subject to paragraphs 1, each party’s total liability to the other party arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to either, in respect of the Products, cost or replacement value of those Products or in the case of Services, GoodBox’s liability shall be limited to the cost of the Service Fees or in any other respect, a sum equal to £20,000, whichever is higher.

11.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products, Accessories or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

12. Suspension and Termination

12.1 Without limiting any other rights, either party may terminate this Contract by providing at least 30 days’ notice in writing to the other party.

12.2 Without limiting any other rights, we may suspend the Services and either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of being notified in writing to do so;

(b) the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the other party’s assets or ceasing to carry on business; or

(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of the other party’s business.

12.3 We reserve the right to suspend (a part of the Services) or terminate the Contract with immediate effect by giving written notice if:

12.3.1 You fail to pay any amount due under the Contract on the due date for payment;

12.3.2 You fail to fulfil your obligations under clause 5.1(b) and/or (i) or fail to comply with the requirements as set forth under the Merchant Terms;

12.3.3 You fail to fulfil your obligations under clause 6.16 and your account with us is negative for a period in excess of 14 days;

12.3.4 We reasonably suspect or have evidence that fraud is or may be occurring or your activity is deemed otherwise wrongful or in violation of the Scheme Rules;

12.3.5 You have submitted false information or are willfully dishonest, fraudulent and/or engage in misconduct with respect to your business or affairs;

12.3.6 Your risk profile change significantly;

12.3.7 You submit for processing Transactions on behalf of third parties other than approved by us or you materially alter your website content, you change your business (model) or there is a direct or indirect change of control of your company (if applicable) without our written consent;

12.3.8 For six (6) consecutive months you have failed to submit any Transactions or no activity is recorded on your terminal account;

12.3.9 The number of Chargebacks exceeds the limit set forth in the Scheme Rules or the percentage, number or amount of fraudulent Transactions submitted are excessive;

12.3.10 Any other event, acts or omissions by you which in our sole (but reasonable) opinion is considered to likely harm our brand or reputation;

12.3.11 You, any of your directors, beneficiaries, trustees or beneficial owners is or becomes listed on a designated person list under sanction programs or becomes a politically exposed person and the Acquirer requires us to terminate the Contract;

12.3.12 The Acquirer or a supervisory authority requires us to do so;

12.3.13 We are deregistered with the Schemes or the Acquirer ceases to be a member of either Scheme and we have not engaged with any other credit card acquirer at that time; or

12.3.14 Our agreement with the Acquirer terminates and we have not engaged with any other credit card acquirer at that time.

12.4 You shall immediately be notified of a suspension or termination pursuant to clause 12.3. If you cannot remedy the events leading to the suspension or provide us with an explanation satisfactory to us within fourteen (14) days, we may terminate some or all of the suspended Services, or the Contract, by written notice.

12.5 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13. Communications Between Us

13.1 When we refer to “in writing” in these Terms, this includes email.

13.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.5 The provisions of this paragraph will not apply to the service of any proceedings or other documents in any legal action.

14. General

Assignment

14.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.

14.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Waiver

14.3 If one party does not insist on the performance of any obligations of the other party under the Contract, or if one party does not enforce its rights against the other party, or if one party delays in doing so, that will not mean that the party has waived its rights against the other party or that the other party does not have to comply with those obligations. If one party does waive any rights, it will only do so in writing, and that waiver will not apply to any later default by the other party.

Severance

14.4 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third party rights

14.5 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Invalidity

14.6 If a court or regulatory body decides that any part of the Contract is invalid or unenforceable, the rest of the Contract will remain valid and enforceable. If the wording of any invalid part of the Contract can be made valid by amending or deleting any part of it, we will both treat the wording as it it has been amended or deleted.

No partnership or agency

14.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments, for or on behalf of, the other party.

Entire Agreement

14.8 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

Governing law and jurisdiction

14.9 The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts in London, England.

Schedule 1 Interpretation

1. Definitions and Interpretation

The following definitions and rules of interpretation will apply to this Contract.

Accessories: the accessories to the Products set out in the Order Form.

Acquirer: the financial institution with whom GoodBox has contracted to which customers’ transactions are routed for authorisation, clearing and payment.

Chargeback: a demand by Issuer or a Scheme to be repaid a sum of money by us in respect of a Transaction which has been previously subject to settlement and for which we have been paid by the relevant Scheme.

Client, you, your: the organisation set out in the Order Form.

Client Brand: the name, logo and any other identifiable mark of the Client.

Contract: the Terms and its schedules, the Merchant Terms, Merchant Application Form and any applicable Order Form and any other document appended to the Order Form.

Design Content: any content made available via the Product with a view to soliciting Donations or Payments.

Donations or Payments: donations or payments made via the Product to the Client.

Donor: an individual who makes a Donation.

Data Protection Regulations: (i) the General Data Protection Regulation (EU) 2016/679; (ii) either the Privacy and Electronic Communications (EC Directive) Regulations 2003 or the EU ePrivacy Regulation whichever is in force in the UK at the relevant time; and (iii) all other applicable laws and regulations relating to the processing of personal data and privacy, including statutory instruments and, where applicable, the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority with jurisdiction in the United Kingdom, all as amended, extended, re-enacted or replaced from time to time.

Extended Warranty Fee: the fee payable to extend our standard warranty as set out in the Order Form.

Fees: the Fees set out in the Order Form, which may include the On-Boarding Fee, Purchase Fee, Rental Fee (if applicable), Service Fees, Acquiring Fees, Extended Warranty Fees.

Financial Disclosures: as defined in paragraph 8.2(b).

GoodBox, we, our, us: as defined in paragraph 1.1.

GoodBox Design IP: as defined in paragraph 7.2.

Intellectual Property Rights: copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights (including the right to prevent extraction or reutilisation of information from a database), and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world (whether registered or unregistered) and including applications for registration of any of them.

Merchant Fees: the processing fee for transactions to cover acceptance, authorisation, clearing and payment.

Merchant Terms: if applicable, the Merchant Terms as schedule to the Terms.

Net Donations: the Donation or Payment less any applicable Acquiring Fees, Chargebacks or any other deductions as set forth in the terms of the Contract (such as deductions to fund the Reserve Account).

Order: The Client’s order for the supply of Products or Services, as set out in the Order Form.

Order Form: the Order Form, agreed by both parties, setting out the Products, Product Locations, Fees and any other applicable terms.

On-Boarding Fee: the one time fee charged by GoodBox for the set-up of the Client on the Platform.

Party: either GoodBox or the Client, and “parties” shall mean both GoodBox and the Client.

Payment Provider: as defined in paragraph 6.12.

Personal Data: shall include all personal data (as defined in the Act or the GDPR, whichever is in force in the UK at the relevant time) relating to individuals, which is processed by under this Contract.

Platform: the online platform through which the Client may monitor the Donations or Payments through the Products.

Product(s): the products listed in the Order Form, to be provided by GoodBox.

Product Location(s): the location(s) at which the Client wishes to place the Products.

Purchase Fee: the fee charged for the purchase of a Product, as set out in the Order Form.

Regulations: any law, enactment or regulation, any regulatory policy, guideline, order, direction, requirement or industry code of any regulatory authority (including good practice codes) applicable to any part of the Products, Services, the Client or GoodBox.

Rental Terms: the additional terms listed in Schedule 3.

Rental Fee: the fee charged by GoodBox for the rental of the Products by the Client, as set out in the Order Form.

Reserve Account: an account under our sole control where funds due to you are credited until we agree to release the funds to you.

Scheme Rules: the rules and operating instructions issued by particular Schemes from time to time.

Schemes: Visa MasterCard, Maestro, and such other schemes notified to you by us from time to time.

Service: any service provided by GoodBox to the Client, including the installation and set-up of the Products, access to the Platform, electronic payment processing services and the Support Services.

Service Fee: the fee for the Services, including the fees chargeable for the Support Services

Support Service: support and maintenance for the Products.

Transactional Fees: the fees charged by GoodBox as a percentage per Donation or Payment, as set out in the Order Form.

Terms: these terms and conditions.

VAT: Value Added Tax, under the Value Added Tax Act 1994.

1.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2 Any words following the terms includingincludein particularfor exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Schedule 2 Data Processing

DEFINITIONS:

In this Schedule 2, “Applicable Data Protection Law” means any law, directive, legislative enactment, order, regulation, rule or other binding instrument relating to the protection of personal data, being the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the EU General Data Protection Regulation 2016/679, each as amended and supplemented from time to time during the term of this Contract. The terms “personal data”, “process”, “data controller”, “data processor”, “sub-processor” and “data subject” where used in this Schedule will have the meanings ascribed to them in Applicable Data Protection Law;

IT IS AGREED THAT:

Paragraph 1: Data processing

(a) The parties acknowledge that GoodBox only processes personal data when providing its services under this Agreement under the direction of the Client, using the Client’s own systems, or GoodBox’s systems as agreed with the Client. The parties agree the provisions of this Schedule 2 shall apply to the personal data GoodBox processes in the course of performing Services under the Agreement. The parties agree that the Client is the data controller and GoodBox is a data processor in relation to the personal data processed under the Agreement.

(b) The Client, as the data controller, shall be responsible for obtaining all relevant permissions, or having a proper legal basis for processing personal data of data subjects that it requests GoodBox to process under the Agreement, in accordance with Applicable Data Protection Laws. For the avoidance of doubt, this includes (but is not limited to) having a suitable privacy notice which is communicated to data subjects at the time their personal data is collected, informing the data subjects that their personal data will be processed by the Client and its sub-contractors (which for the purposes of the Agreement shall be GoodBox and its approved subcontractors) in the manner anticipated by the Agreement.

(c) The subject-matter of the data processing is specified in Paragraph 3 to this Schedule 2, or as agreed to between the parties under the Agreement to reflect the written instructions of the Client, for the Services that will be carried out for the term of the Agreement. The Client’s obligations and rights are as set out in this Schedule 2, which also sets out the nature and purpose of the processing, the types of personal data GoodBox processes and the categories of data subjects whose personal data is processed.

(d) When GoodBox processes personal data in the course of performing services under the Agreement, GoodBox shall:

(i) process the personal data only in accordance with the written instructions from the Client (which may be specific instructions or instructions of a general nature as set out in the Agreement, or as otherwise notified by the Client to GoodBox from time to time) and not for GoodBox’s own purposes. If GoodBox is required to process the personal data for any other purpose by Applicable Data Protection Law, GoodBox shall inform the Client of this requirement before the processing, unless that law prohibits this on important grounds of public interest;

(ii) taking into account the nature of the processing, provide such reasonable assistance in fulfilling the Client’s obligations to respond to requests from data subjects exercising their rights under Applicable Data Protection Laws in respect of the processing activities undertaken by GoodBox under the Agreement;

(iii) taking into account the nature of the processing, have appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure (a “Security Incident”);

(iv) notify the Client in writing without undue delay and in any event within 48 hours of discovery of a Security Incident, in which event GoodBox will do all such acts and things (at its own expense) as the Client may reasonably require in order to remedy or mitigate the effects of the Security Incident;

(v) not give access to or transfer any personal data to any third party (other than affiliates or group companies of GoodBox, or any sub-contractors approved in writing by the Client in accordance with this Paragraph 1) without the Client’s prior written consent. Where the Client does consent to GoodBox engaging another sub-contractor to carry out any processing of personal data, GoodBox must ensure the reliability and competence of the third party, its employees and agents who may have access to the personal data and must include in any contract with the third party provisions appropriate to protect personal data in accordance with Applicable Data Protection Law. For the avoidance of doubt, where a third party fails to fulfil its obligations under any sub-processing agreement or any Applicable Data Protection Law, GoodBox will remain fully liable to the Client for the fulfilment of GoodBox’s obligations under the Agreement;

(vi) ensure that personnel (including employees and contractors) required to access the personal data have committed to keep personal data confidential and comply with the obligations set out in this Paragraph 1 or are under an appropriate statutory obligation of confidentiality;

(vii) upon the termination of the Agreement at the Client’s request, securely destroy or return the personal data to the Client and delete existing copies (unless Applicable Law requires storage of the personal data), in accordance with Paragraph 2 of this Schedule 2;

(viii) keep and maintain accurate and complete records of all of its processing of personal data under the Agreement and provide the Client relevant information regarding GoodBox’s processing activities during the term of the Agreement, which will include providing access to and the right to audit such information as reasonably requested by the Client, at reasonable times and on reasonable notice;

(ix) ensure that any of GoodBox’s staff who process personal data for the purposes of the Agreement are reliable and have been trained in relation to the requirements of Applicable Data Protection Law and in the care and handling of personal data;

(x) not perform its obligations under the Agreement in a way that causes the Client to breach any applicable obligations under Applicable Data Protection Law;

(xi) promptly notify the Client of any complaint, communication or request relating to Applicable Data Protection Law; and

(xii) subject to this clause, not disclose or transfer any personal data provided by the Client outside of the European Economic Area (“EEA”) without the prior written consent of the Client, unless required for the purposes of providing the services under this Agreement.

Paragraph 2 to this Schedule 2: Return of data

2 GoodBox shall return all customer personal data, materials and equipment and access thereto (if any), if so requested by the Client.

Paragraph 3 to this Appendix D: Categories of personal data and data subjects

Type of Personal Data: KYC details

Categories of data subjects: Directors; Beneficial owners

Purpose of processing: To comply with a legal obligation and to identify/ verify the Client and its directors, beneficial owners.

Type of Personal Data: Donor details

Categories of data subjects: Donors

Purpose of processing: To operate and administer the provision of the Products and Services under the Contract.

Schedule 3 Rental Provisions

The following specific terms relate solely to the rental of GoodBox Products.

1. All Products delivered to you shall remain the exclusive property of GoodBox and its ownership shall not at any time pass to you.

2. You are prohibited from selling, renting, licensing or transfering the Products to a third party or allow use of the Products by a third party.

3. You are not allowed to modify the software or the hardware of the Products in any way.

4. You shall not use the Products in conjunction with any other software, hardware and/or other equipment not provided or approved by GoodBox.

5. Whilst in your possession, it is your responsibility to insure the Products and handle those Products with the necessary care and only in accordance with our instructions.

6. You are not allowed to adjust, repair or maintain the Products and you agree not to carry out any adjustments, repair or maintenance (or have them carried out by a third party). All repairs and maintenance of GoodBox Products should only be undertaken by GoodBox.

7. You must at all times follow any reasonable instructions GoodBox gives in relation to the security and integrity of the Products. You must take all reasonable precautions to keep the Products secure and to avoid loss, theft, misappropriation or unauthorised use.

8. You must notify GoodBox immediately of any interruption, defect or damage relating to the Products.

9. On termination of the Contract you must return all Products, as per our Rental Terms if renting a GoodBox Product, and any other materials provided by us to you. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

Schedule 4 Merchant Terms

It is important to understand the mechanisms and principles of the payment industry. The main liability arising out of the contract is the fact that transactions will be processed for donations. If a donor pays with debit or credit card, rules apply as set by the card schemes Visa and Mastercard. Anything related to that transaction, for instance its reversal, rests with the recipient of the funds (payee or merchant), but also for example a penalty from card schemes if the transaction the card scheme rules are breached, always rest with the merchant, in accordance with industry standard in the payments sector. Goodbox merely operates as a facilitator of the transactions and can therefore not be liable for these. As per standard contractual arrangements, any liability relating to the transactions is passed on by the card schemes to the acquirer, by the acquirer to the payment facilitator (GoodBox) and by the payment facilitator to the merchant (you).

 

Credit card processing is subject to rules of the Schemes such as Visa and Mastercard. All parties involved in credit card processing, the Acquirer, we and you as merchant are expected to comply with such rules. In our role as Payment Facilitator we will do our best to advise you on all compliance aspects relating to credit card processing and to alleviate of risk wherever possible.

 

As part of that, we have created this schedule to provide an overview of the standards that our credit card acquirer expects you to adhere to. We may notify you of any further requirements where required and may update this schedule from time to time.

1. Transactions and Processing

1.1 Authorisation by the Acquirer of a Transaction does not guarantee payment to you for a Transaction nor is it a guarantee that you will not be subject to a Chargeback or debit in relation to that Transaction. Should a cardholder deny having participated in a Transaction, we or the Acquirer may, at our discretion, withhold or return the relevant Transaction(s).

1.2 All Transactions accepted by you must be in GBP unless we have given our prior consent in writing that payment in other currencies may be accepted. The dynamic descriptor is determined by us.

1.3 You must not: (i) undertake Transactions for anything other than the activities as detailed by you on the Merchant Application Form; and (ii) process Transactions on behalf of a third party without our prior written consent.

1.4 You acknowledge and agree to operate and to comply with the Scheme Rules (as amended from time to time), and to process Transactions as required in, and in accordance with these Merchant Terms. Any Transaction accepted by you which is in breach of these Merchant Terms, or such other requirements as we may notify to you from time to time, and/or which is disputed by the relevant cardholder and/or Issuer, may be rejected by us or the Acquirer. In the event of any inconsistency between any provision of the Contract and the Scheme Rules, the Scheme Rules will take precedence.

1.5 You acknowledge that we or the Acquirer may, with or without notice, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or which subsequently become due to you pursuant to these Merchant Terms if in good faith we or the Acquirer suspect that (i) any transaction is fraudulent or involves other criminal activity, (ii) that the transaction was not in the ordinary course of your business, (iii) if the number and/or size of the transaction(s) is significantly greater than expected, (iv) if any of the termination events has occurred, or (v) if we or the Acquirer suspect that any such termination event has, or is likely to occur. All payments so suspended may be retained by us or the Acquirer until we or the Acquirer have satisfied ourselves that such transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.

1.6 We may, at our discretion, impose a limit on the total value of Transactions we process for you over a given period of time. The Merchant Application Form indicates the annual value of Transactions that you anticipate you will require us to process on your behalf. The limit may be amended from time to time, and, if you exceed an established limit, processing may be suspended/or funds held by us in a reserve account until a new limit is agreed.

1.7 If a card issuer exercises its rights not to settle or to undertake a Chargeback, we will immediately, and without notice, be entitled, and you will allow us, to debit your settlement funds due by us to you or to debit your bank account (in case the settlement funds are insufficient), or to recover from you by any other means, the amount paid by us to you in respect of that transaction.

1.8 You acknowledge and agree that any and all Transactions (including – but not limited to – recurring Transactions) are accepted at your own risk and that you shall be fully financially liable and responsible for all transactions processed under your Merchant Account and the handling of all disputed Transactions, credits and other customer servce-related issues and expenses caused by you. You acknowledge that you are liable for any loss that we or the Acquirer may incur as a result of your acts and/or ommissions.

1.9 In no event may you submit transactions: (i) for any activity, website or entity not explicitly authorised by us, that does not comply with Merchant Terms or that you know or ought to know is illegal; or (ii) for any transactions that are fraudulent or not authorised by the Donor.

1.10 You acknowledge the fact that credit cards have an increased risk of misuse. You agree that you will be liable for any reversals (including but not limited to Chargebacks) with respect to Transactions processed under the Contract. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Contract and survives termination or expiration of the Contract. Any and all cancellations must be actioned and/or refunded, where applicable.

1.11 We may give you immediate notice of termination if we or the Acquirer consider that in our opinion, which shall be final, the content of your website do not meet the standards required for us or the Acquirer (as laid down in the Merchant Terms, Artwork Standards Guide or otherwise) to continue to offer you a merchant facility.

1.12 The Acquirer shall be authorised (through an irrevocable licence) to use your transaction data, which shall be processed in accordance with their privacy policy, which can be found here: https://aib.ie/Privacy-Statement. How they will use the transaction data, for what purposes, with whom they share and whether that is done within or outside the EEA is described in more detail this policy.

1.13 You must provide Donors with a valid customer support telephone number and clearly stated opening hours (indicating the time zone), during which calls are answered. Alternatively, the Donor must have the option to leave a request for call-back. All telephone numbers (for cancellations and customer support) must include the international dialling code.

1.14 You may not:

1.14.1 Undertake Transactions for anything other than the genuine submission of a Donation;

1.14.2 Discriminate against the use of cards in any way;

1.14.3 Split a Transaction into two or more Transactions;

1.14.4 Accept Transactions relating to Donations which fall outside the description of your charity business without our prior written approval;

1.14.5 Accept a Transaction or present Transaction data for processing which was not undertaken directly between the you and the Donor;

1.14.6 Submit Transaction data which you know or ought to have known is illegal; or

1.14.7 Refund Transactions to a card which was not originally used to make such Transactions, and you must not, under any circumstances, accept money from a Donor in connection with processing a refund to the Donor’s account.

1.15 You will not transfer or attempt to transfer financial liability by asking or requiring a Donor to waive his rights to dispute a Transaction in your terms and conditions or otherwise.

1.16 You represent and warrant that all statements contained in the Transaction data are true, accurate and complete and that the Transaction has been entered into by you in good faith and you are not aware of any dispute relating to or any matter which may affect the validity of the Transaction.

2. Security

2.1 Before completing any Transaction, you are required to comply with all security procedures that we or the Acquirer require you to comply with from time to time, which shall include – but not be limited to – the PCI document provided separately by us.

2.2 You agree to retain all transaction data and transaction records and receipts (if relevant) in the strictest confidence and in a secure environment in compliance with Scheme Rules. You will take all reasonable precautions to ensure that Cardholder information is not disclosed to any person other than us or misused by any person, unless otherwise required by any applicable law or by the Scheme Rules.

2.3 You may never retain or store magnetic stripe or CVV2/CVC2 data after authorisation for a Transaction has been received.

3. Indemnity

3.1 You agree to indemnify us on a full and continuing basis against all losses arising from or in connection with any Transaction or your breach of Scheme Rules or the Merchant Terms, any loss or corruption of Transaction data and/or for any other reason where a Scheme levies a fee, fine, penalty or charge against us due to any action or inaction by you. This liability is not limited by any limitation in liability that may be expressed elsewhere in the Contract and survives termination or expiration of the Contract.

4. Settlement

4.1 You acknowledge that the Acquirer may retain or withhold settlement of any sums due if the agreement between us and Acquirer is breached as a result of your breach of your obligations under the Contract.

4.2 Notwithstanding Acquirer’s agreement to pay any settlement funds to us for subsequent settlement to you, you acknowledge and agree that the Acquirer may, from time to time, require the settlement of funds to be paid into: (i) a settlement account; (ii) a trust account; or (iii) an escrow account instead. If the Acquirer requires us to do so, we will inform you accordingly and discuss the impact thereof, if any.

4.3 In the event of termination of this Contract, we may withhold (a portion of) the settlement funds to cover the outstanding and/or reasonably expected future risk of Chargebacks, fines and other obligations of Merchant under the Contract. Upon request, we shall provide a written justification for the amount withheld.

5. Warranties

5.1 You warrant and represent to GoodBox that: –

5.1.1 You will perform your obligations under the Contract in compliance with applicable laws and the Scheme Rules, the Merchant Terms and all relevant PCI DSS requirements applicable to you and your website(s);

5.1.2 You will continue to have, maintain and comply with all approvals, licences, authorisations and licences needed to perform your obligations;

5.1.3 You have full capacity and authority to enter into and to perform the Contract; and

5.1.4 Your proposed activities under the Contract do not infringe any applicable laws, the Scheme Rules and/or the rights of any third party, including any third party’s Intellectual Property Rights.

6. Information and Audit Rights

6.1 On an ongoing basis, you must provide us with the current address of each of your offices, all “doing business as” (DBA) names and a complete description of your charity organisation for which Donations are sought.

6.2 You will provide us and agrees that the Acquirer or the Schemes may use, for the purposes of fulfilling their obligations under the agreement with us or as otherwise required by Acquirer, any information, whether confidential or otherwise, that Acquirer may, from time to time, request within five (5) days of us making that request of you.

6.3 You will on request by Us or the Acquirer (as applicable and at your own expense):

6.3.1 Provide documentary evidence, in the form and in the manner requested by Us or the Acquirer, of your compliance, and that of your representatives and third parties involved, with all of the requirements and obligations set out in the Contract or the Scheme Rules;

6.3.2 Provide all such information required to carry out necessary investigations for the purpose of such audit; and

6.3.3 Grant unrestricted systems access to us the Acquirer and/or the Schemes to enable us/them to confirm the purpose of the audit.

7. Scheme Rules

7.1 A full copy of the Scheme Rules can be found here: https://www.visaeurope.com/about-us/policy-and-regulation/veor and https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html. It will be your obligation to comply with these Scheme Rules and to ensure you have read and understood the parts that are relevant to you in these documents. This schedule does not contain an exhaustive list of all requirements and obligations arising out of the Scheme Rules.

7.2 You acknowledge and agree that the Schemes have the right to enforce any provision of the Scheme Rules and to prohibit you and/or us from engaging in any conduct the Schemes deem could injure or could create a risk of injury to the Schemes, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Schemes confidential information as defined in the Scheme Rules, or both.

7.3 You will not take any action that could interfere with or prevent the exercise of this right by the Schemes.