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Agreement Express

Extension Terms

Certain services and functionalities made available by or through NMI are classified as “Extensions,” including but not limited to those listed below. The individual or business signing up for an Extension (“Company”) agrees to the following terms and conditions and any other terms and conditions that may be specified for particular Extensions (collectively, “Extension Terms”).

Extensions are subject to additional fees, as set forth in an applicable fee schedule or order form.

Extensions may supplement or be connected with other products, services, platforms, or portals offered by NMI (collectively, “Services”), each of which may be subject to a separate agreement or terms and conditions of use (“Service Terms”). If an Extension is associated with one or more Services, then, in addition to the applicable Extension Terms, the Service Terms for such Services will also apply to and govern the use of the associated Extension. Except as expressly provided otherwise, Extensions Terms do not replace or supersede any applicable Service Terms, which remain in full force and effect.

In the event of a conflict between these Extension Terms (which apply to all Extensions) and more specific Extension Terms identified for a particular Extension, the specific Extension Terms will control to the extent of the conflict. If there are any conflicting terms between the Service Terms and the applicable Extension Terms, the Extension Terms will control to the extent of the conflict. However, if Company is receiving Extensions in connection with other Services, then if the Service Terms governing the underlying Services terminate for any reason, Company’s right to use the associated Extensions will also automatically terminate.

Some Extensions may be provided by third parties (“Third Party Extensions”), which may be subject to additional terms and conditions set by those third parties (“Third Party Terms”). Any such Third Party Terms will constitute an agreement solely between Company and the relevant third party provider, even if the Third Party Terms are presented to Company by NMI or if Company’s acceptance of such Third Party Terms is recorded by NMI (and in such cases Company authorizes NMI to communicate such acceptance to the applicable third party provider). NMI will not be a party to any Third Party Terms and will not be responsible for the operation of any Third Party Extensions. NMI makes no representations or warranties regarding any Third Party Extensions and will have no liability for any losses incurred in connection with their use.

Extension Terms may be updated from time to time by NMI in its sole discretion. Third Party Terms may be updated by the applicable third party providers in accordance with such Third Party Terms.

If Company is an authorized reseller of NMI, then Company may select Extensions to be offered to its merchants and other customers or end users (each, a “Merchant”). If permitted by NMI, Company will have the ability to enroll its Merchants directly in the Extensions that Company has selected for them. Company will be responsible and fully liable for its Merchants’ use of the Extensions and their compliance with the applicable Extension Terms and/or Third Party Terms.

Company represents, warrants, and covenants that its (and if Company is a Reseller, its Merchants’) use of the Extensions and any information submitted in connection with the Extensions: (i) will be fully compliant with all applicable laws, payment network rules, and security requirements; (ii) will be in accordance with all documentation and specifications applicable to such Extensions; and (iii) will not be used for any purpose other than as authorized. In addition, Company agrees that (a) Company will be solely responsible for all transactions processed through Company’s account (including by its Merchants, if Company is a Reseller), regardless of whether such transactions are monitored by an Extension; (b) Company will be solely responsible for its (and, if Company is a Reseller, its Merchants’) use of the Extensions including, without limitation, configuring, maintaining, and updating any applicable settings; and (c) to the extent an Extension relates to transaction processing, Company is solely responsible for determining the appropriate action for each such transaction (i.e., approve, void, decline, reject), regardless of any data, analysis, or information generated or not generated by the Extensions, as applicable.

Under certain circumstances, it may be necessary for NMI or the applicable third party provider to adjust Company’s (or any Merchant’s) Extension security settings, with or without notice, to guard against fraudulent activity, and Company acknowledges that such actions may inadvertently cause legitimate transactions to expire, be rejected or delayed, and that NMI will have no liability for the foregoing.
As used in these Extension Terms, “NMI” refers to the affiliate of Network Merchants, LLC (each, an “NMI Affiliate”) that provides a given Extension. If no NMI Affiliate is named, then the applicable NMI Affiliate will be (and “NMI” will refer to) Network Merchants, LLC. If Company uses Extensions from multiple NMI Affiliates, Company will be deemed to have a separate agreement with each one. Each NMI Affiliate will be liable only for the Extensions and services that it provides and for its own obligations or any breaches by it, and no NMI Affiliate (including Network Merchants, LLC) will have any liability for the obligations of any other NMI Affiliate or for any breach or default by any other NMI Affiliate.

Available Extensions include the following (which list may be updated at any time):

Fraud Prevention
Customer Vault
Automatic Card Updater
Payer Authentication
Card Present Device
iProcess Mobile Payments
Electronic Checks
Electronic Invoicing
QuickBooks® Plug-In
Level III Advantage
CertifyPCI
DataDecryption /Encrypted Devices
Invoicing
Kount® Advanced Fraud Prevention (additional Extension Terms apply)
Account Updater (additional Extension Terms apply)
Authvia TXT2Pay (additional Extension Terms apply)
Mastercard tap 2 mobile (T2M) (additional Extension Terms apply)
Shopify (additional Extension Terms apply)

Extension— Kount Advanced Fraud Prevention Terms

Definitions

1.1. Definitions. Capitalized terms used but not defined in these Extension Kount Advanced Fraud Prevention Terms (“Extension Kount Terms“) will have the meanings given to them in the General Terms and Conditions, the Partner Terms or Merchant Terms (as applicable), or elsewhere in the Agreement. In addition, the following definitions will apply to these Extension Kount Terms only.

“Merchant Communications” means the data exchanged among Company, Merchant (if applicable), NMI, and NMI’s Third Party Service Provider in connection with the provision of the Kount Services, which may include Personal Data.

“Kount Services” means the Kount Central fraud detection service.

“Merchant Order Form” means any webpage where Company (or Merchant) enters information for the purpose of: (a) initiating a payment; (b) submitting an application; (c) opening a new account; (d) accessing an existing account; or (e) initiating any action for which Company may request a risk control opinion.

“RIS Update” means updated transaction information transmitted by Company (or Merchant) for the Kount Services , which may include any data elements that are provided to NMI.

“Risk Inquiry” means any transaction initiated by NMI in which the Risk Inquiry System is queried, including, but not limited to, for the purposes of obtaining an authorization code or risk control opinion.

“Risk Inquiry System” means the primary Kount technical interface through which NMI initiates Risk Inquiries and RIS Updates on behalf of Company (and Merchants, if applicable), and through which Kount delivers an authorization code or risk control opinion as part of the Kount Services.

2. Services

2.1. NMI, along with its Third Party Service Provider, will provide the Kount Services, which allow Company to monitor the risk status of previously authorized transactions, in accordance with the Kount Technical Specification Guide provided for or associated with the Kount Services, as may be updated from time to time (“Kount Technical Specification Guide“).

3. Company Responsibilities

3.1. Company will initiate a real-time Risk Inquiry to NMI, who will use Kount’s Risk Inquiry System, as described in the Kount Technical Specifications Guide, for each Order Form for which a risk opinion is requested. If Company is a Reseller, then Company will initiate such Risk Inquiries on behalf of its Merchants.

3.2. If Company is a Reseller, or if Company is a Merchant receiving the Kount Services through a Reseller, then both the Reseller and the Merchant agree that the Reseller (and not NMI or another Third Party Service Provider) will provide the Merchant with first line Merchant-facing customer support with respect to the Kount Services.

4. Company and Merchant Consent

4.1. The Kount Services requires access to the contents of Merchant Communications. Company expressly consents and grants NMI permission to access any Merchant Communication to the extent necessary to process a Risk Inquiry and return a response or report regarding Company or a Merchant (an “Indication“). If Company is a Merchant, then Company consents and grants NMI permission to provide the Indication to its Reseller.

4.2. Company shall obtain any and all consents necessary disclosures for NMI and its Third Party Service Provider to access the pertinent Merchant Communication to which Company (and its Merchants, if applicable) are a party. If Company is a Reseller, Company shall be solely liable for the legal adequacy of and the means used to obtain each Merchant consent.

5. No Guarantee of Kount Services

5.1. Company acknowledges and agrees that Kount Services do not constitute a guarantee, warranty or representation that a particular transaction is: (a) entered into by the actual authorized account holder; or (b) enforceable against the actual authorized account holder. Neither NMI nor its Third Party Service Provider will have any liability to Company (or any Merchant, if applicable) for any reversals, refunds, fraud losses or chargebacks related to the Kount Services.

6. Indications

6.1. Company acknowledges and agrees that Indications: (a) do not constitute consumer reports as defined within the Fair Credit Reporting Act (“FCRA”) or credit references; (b) are only to be used in relation to determining the likelihood of a customer’s identity and not in any determination of a customer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living; (c) represent a combination of factors that refer to a customer’s possible identity and not a representation that a particular transaction is (i) entered into by the actual authorized account holder; or (ii) enforceable against the actual authorized account holder.

Extension – Account Updater Terms

1. Definitions

1.1. Definitions. Capitalized terms used but not defined in these Extension Account Updater Terms (“Extension Account Updater Terms“) will have the meanings given to them in the General Terms and Conditions, the Partner Terms or Merchant Terms (as applicable), or elsewhere in the Agreement. In addition, the following definitions will apply to these Extension Account Updater Terms only.

“Account Updater Services” or “AUS” means the updating services provided pursuant to these Extension Account Updater Terms to be provided through NMI’s third party’s relationship with the Payment Networks.

2. Scope of Services

2.1. NMI, along with its Third Party Service Provider, will provide Account Updater Services by which Company (and if Company is a Reseller, its Merchants) may submit to NMI a file of current limited and permitted cardholder information so that such cardholder information may be transmitted by NMI to the Payment Networks to allow such cardholder information to be matched and verified against information currently on file with the Payment Networks. Company shall, at its sole expense, provide all inquiry files to NMI in a format designated by NMI and in accordance with NMI’s standards and timeframes, and Company will cooperate with NMI in connection with any Payment Network third party registration requirements related to the AUS.

3. Representations and Warranties, and Disclaimers

3.1. Company represents and warrants that its (and if Company is a Reseller, its Merchants’) use the AUS solely for the purpose of updating applicable cardholder information in order to complete future pre-authorized applicable transactions in accordance with the Rules and Laws, and shall not use AUS data for any other purpose

3.2. If Company is a Reseller, Company shall enter into a Merchant Agreement with each Merchant that authorizes the Merchant to use AUS and obligates the Merchant to comply with the merchant requirements of these Extension Account Updater Terms, including the Agreement.

3.3. Company hereby assumes all risk associated with its (and if Company is a Reseller, its Merchants’) use of the AUS, and neither NMI nor its third parties shall have any liability whatsoever to NMI for any liability associated with the AUS or these Extension Account Updater Terms and the Agreement, including but not limited to the accuracy or completeness of the information provided via the AUS.

3.4. Neither NMI nor its Third Party Service Provider make any guarantee for any rate or number of matched transactions or verified transactions.

3.5. Company understands and agrees that only merchants who are located in the United States and who do not have excessive chargebacks (as determined in NMI’s sole discretion) may participate in and receive the Account Updater Services. NMI reserves the right to decline or terminate Company’s (or any Merchant’s, as applicable) participation in and use of the Account Updater Services for excessive chargebacks or for any other reason, in NMI’s sole discretion.

Extension — TXT2Pay Terms

1. Definitions

1.1. Definitions. Capitalized terms used but not defined in these Extension TXT2Pay Terms (“Extension TXT2Pay Terms“) will have the meanings given to them in the General Terms and Conditions, the Partner Terms or Merchant Terms (as applicable), or elsewhere in the Agreement. In addition, the following definitions will apply to these Extension TXT2Pay Terms only.

“Company Data” means all data provided to NMI by Company, including Merchant Data.

“End User” means Company’s (or, if applicable, a Merchant’s) end-user customers who (a) may use the Services to make electronic payments to Company or its Merchants (as applicable), and (b) are identifiable by a unique identifiable number, such as a mobile phone number.

“Merchant Data” means all data, information and other content of any type and in any format, medium or form, including Personal Information, that is (i) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available, by or on behalf of Company, a Merchant (if applicable) or its End Users to NMI and its Third Party Provider through their use of the Services, or (ii) collected, downloaded, or otherwise received by NMI and its Third Party Provider from Company, a Merchant (if applicable) or its End Users pursuant to their use of the Services. Merchant Data may include, but is not limited to, name, email address, phone number, financial account information, transaction value and volume, and invoice data.

2. Services Offered:

2.1. Authvia APIs (Application Programing Interfaces): Services include the following primary functions documented at https://developer.authvia.com:

(a) Messaging And Conversations – used to create and deliver message-based conversations of an advisory or transactional nature. Conversations shall fall into one of the following categories:

Payment Conversations
Approval Conversations
Welcome Conversations
Card Capture Conversations
Additional Conversation types as available in the portal listed above

(b) Platform And Application Management – used to manage Company’s account and sub-accounts (and if Company is a Reseller, those of its Merchants). This includes boarding, account configuration, authentication and sending and receiving API requests.

(c) Data And Analytics – offers the capability of collecting and reporting certain transactional and conversation data through APIs, documented in the portal listed above.

(d) Hosted Payment Page – allows Company (or its Merchants, if applicable) to manage and customize a hosted payment page which allows End Users to complete secure credit card, debit card and ACH transactions on a website or mobile application environment.

2.2. Authvia TXT2PAY

(a) TXT2PAY – mobile optimized HTML application that allows businesses or organizations to send text-based payment requests to their customers, receive payments, and report results. Each user or agent of TXT2PAY requires a license, internally defined as an agent account. Agents can be grouped together inside of a company or organization.

3. Company Responsibilities

3.1. Company hereby acknowledges and agrees that it shall (i) provide or obtain all consents that may be required in order for NMI and its Third Party Service Provider to provide the Service hereunder (including consents from Company’s Merchants, if Company is a Reseller); (ii) be solely responsible for all Company Data that Company provides to NMI and the means by which Company acquired such data, and ensure it has all rights to make available, transfer and provide any Merchant Data to NMI and its Third Party Provider for the purposes hereunder, including under applicable data privacy and data security laws; (iii) to the extent applicable, employ physical administrative and technical controls, screening and security procedures and other safeguards designed to maintain and protect any Merchant Data that is processed via the Services from unauthorized access or use; (iv) promptly document and report any known issues with the Service and any known misuse of the Service; (v) cooperate with NMI where reasonably required in order to facilitate the provision of the Services.

3.2. Company may use the Services provided under Extension TXT2Pay Terms only for Company’s own internal business purposes (which would include any provisioning to its End Users). Company shall not be permitted to resell or otherwise market or make commercially available the Services to any other third party.

3.3. If Company is a Reseller, Company must enter into a Merchant Agreement with each Merchant for the Services hereunder and Company agrees that the Merchant Agreement will be at least as restrictive as those hereunder. Company will ensure that its Merchant Agreements require Merchants only use the Services for Merchant’s own internal business purposes (which would include any provisioning to its End Users) and state that Merchants shall not be permitted to resell or otherwise market or make commercially available the Services to any other third party.

3.4. If Company is a Reseller, or if Company is receiving the Services through a Reseller, then both the Reseller and the Merchant agree that the Reseller (and not NMI or another Third Party Service Provider) shall provide first level support to the Merchant for the Services hereunder.

Extension — T2M Terms

1. Definitions; Interpretation

1.1. Definitions. Capitalized terms used but not defined in these Extension T2M Terms (“Extension T2M Terms“) will have the meanings given to them in the General Terms and Conditions, the Partner Terms or Merchant Terms (as applicable), or elsewhere in the Agreement. In addition, the following definitions will apply to these Extension T2M Terms only.

“Third Party Technology” means the products, services or software provided to Payment Networks by Third Party Technology Providers in connection with the provision of the T2M Solution.

“Third Party Technology Providers” means any third-party technology company that any Payment Network may independently contract with to provide services for the purpose of enabling and providing the T2M Solution.

2. Scope of Services

2.1. NMI, in connection with various Payment Networks, will provide a contactless tap to mobile payment solution and associated services (“T2M Solution“) to Company (and its Merchants, if applicable). Company acknowledges and agrees that NMI is reliant on the Payment Networks, Third Party Technology and Third Party Technology Providers to provide this T2M Solution.

2.2. NMI will provide, in combination with the Payment Networks, the T2M Solution to Company (and its Merchants, if applicable).

2.3. If Company is a Reseller, Company shall refer its Merchants to NMI for the T2M Solution, and Company will be responsible for training its Merchants. Upon reasonable written request, NMI will provide training to Company to enable it to resell the T2M Solution to Merchants. The scope of the training provided shall be at NMI’s sole discretion (acting reasonably and in good faith). Company will assist potential Merchants in completing all documentation required to receive the T2M Solution, including (where applicable) providing reasonable training to Merchants on the use of the T2M Solution. For the avoidance of doubt, NMI shall not be required to provide additional training to Merchants.

3. Third Party Technology

3.1. Company acknowledges the T2M Solution is designed for use with certain third party programs, including, without limitation, certain Internet browser software programs. Company will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. NMI makes no warranty, express or implied, with regard to any such third party software or services. Without limitation, NMI specifically disclaims all representations and warranties, express or implied, with respect to any Third Party Technology Provider or Third Party Technology. NMI shall have no express or implied obligation to provide, or continue to provide, support or maintain any or all Third Party Technology. Company acknowledges and agrees that at any time, all or any portion of Third Party Technology may be subject to modifications, suspension or termination by the Payment Networks or Third Party Technology Provider, with or without notice, and with immediate effect. NMI may be required to implement any such modifications, suspension or termination of the T2M Solution, and as this is outside of NMI’s reasonable control, (to the fullest extent permitted by law) NMI shall not be liable for any actions required by a Payment Networks or Third Party Technology Provider.

Extension — Shopify Terms

Definitions; Interpretation

1. Definitions. Capitalized terms used but not defined in these Extension Shopify Terms (“Extension Shopify Terms“) will have the meanings given to them in the General Terms and Conditions, the Partner Terms or Merchant Terms (as applicable), or elsewhere in the Agreement. In addition, the following definitions will apply to these Extension Shopify Terms only.

“Customer” means any individual that visits or transacts via the Merchant Store.

“Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.

“Merchant Data” means information (including Personal Information) relating to a Merchant Store, including business, financial, and product information and any Customer Data.

“Merchant Store” means Company’s or a Merchant’s (as applicable) commerce presence hosted by Shopify, including their online store and Point of Sale (POS). For clarity, Company or a Merchant may have more than one Merchant Store.

2. Scope of Services

a. NMI will provide a payments application service by which Company (and if Company is a Reseller, its Merchants) may facilitate transactions through Shopify’s payments platform (“Shopify Application“).

3. Representations and Warranties, and Disclaimers

a. NMI represents and warrants that:

i. NMI is solely responsible for the Shopify Application;

ii. Shopify is not liable for any fault in the Shopify Application or any harm that may result from its installation or use;

iii. Except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Shopify Application; and

iv. NMI is solely responsible for any liability which may arise from Company’s (or, as applicable, its Merchant’s) access to or use of the Shopify Application, including: (A) the development, use, marketing or distribution of or access to the Shopify Application, including support of the Shopify Application; or (B) NMI’s access, use, distribution or storage of Merchant Data.

b. NMI maintains a Privacy Policy located at Privacy Policy that discloses how and why customers’ Personal Data are collected and used in accordance with applicable law, including the uses governed by this Agreement.

Extension Terms

1. Extensions are subject to additional fees, as set forth in an applicable fee schedule or order form.

2. Extensions may supplement or be connected with other products, services, platforms, or portals offered by NMI (collectively, “Services”), each of which may be subject to a separate agreement or terms and conditions of use (“Service Terms”). If an Extension is associated with one or more Services, then, in addition to the applicable Extension Terms, the Service Terms for such Services will also apply to and govern the use of the associated Extension. Except as expressly provided otherwise, Extensions Term do not replace or supersede any applicable Service Terms, which remain in full force and effect.

3. In the event of a conflict between these Extension Terms (which apply to all Extensions) and more specific Extension Terms identified for a particular Extension, the specific Extension Terms will control to the extent of the conflict. If there are any conflicting terms between the Service Terms and the applicable Extension Terms, the Extension Terms will control to the extent of the conflict. However, if Company is receiving Extensions in connection with other Services, then if the Service Terms governing the underlying Services terminate for any reason, Company’s right to use the associated Extensions will also automatically terminate.

4. Some Extensions may be provided by third parties (“Third Party Extensions”), which may be subject to additional terms and conditions set by those third parties (“Third Party Terms”). Any such Third Party Terms will constitute an agreement solely between Company and the relevant third party provider, even if the Third Party Terms are presented to Company by NMI or if Company’s acceptance of such Third Party Terms is recorded by NMI (and in such cases Company authorizes NMI to communicate such acceptance to the applicable third party provider). NMI will not be a party to any Third Party Terms and will not be responsible for the operation of any Third Party Extensions. NMI makes no representations or warranties regarding any Third Party Extensions and will have no liability for any losses incurred in connection with their use.

5. Extension Terms may be updated from time to time by NMI in its sole discretion. Third Party Terms may be updated by the applicable third party providers in accordance with such Third Party Terms.

6. If Company is an authorized reseller of NMI, then Company may select Extensions to be offered to its merchants and other customers or end users (each, a “Merchant”). If permitted by NMI, Company will have the ability to enroll its Merchants directly in the Extensions that Company has selected for them. Company will be responsible and fully liable for its Merchants’ use of the Extensions and their compliance with the applicable Extension Terms and/or Third Party Terms.

7. Company represents, warrants, and covenants that its (and if Company is a Reseller, its Merchants’) use of the Extensions and any information submitted in connection with the Extensions: (i) will be fully compliant with all applicable laws, payment network rules, and security requirements; (ii) will be in accordance with all documentation and specifications applicable to such Extensions; and (iii) will not be used for any purpose other than as authorized. In addition, Company agrees that (a) Company will be solely responsible for all transactions processed through Company’s account (including by its Merchants, if Company is a Reseller), regardless of whether such transactions are monitored by an Extension; (b) Company will be solely responsible for its (and, if Company is a Reseller, its Merchants’) use of the Extensions including, without limitation, configuring, maintaining, and updating any applicable settings; and (c) to the extent an Extension relates to transaction processing, Company is solely responsible for determining the appropriate action for each such transaction (i.e., approve, void, decline, reject), regardless of any data, analysis, or information generated or not generated by the Extensions, as applicable.

8. Under certain circumstances, it may be necessary for NMI or the applicable third party provider to adjust Company’s (or any Merchant’s) Extension security settings, with or without notice, to guard against fraudulent activity, and Company acknowledges that such actions may inadvertently cause legitimate transactions to expire, be rejected or delayed, and that NMI will have no liability for the foregoing.

9. As used in these Extension Terms, “NMI” refers to the affiliate of Network Merchants, LLC (each, an “NMI Affiliate”) that provides a given Extension. If no NMI Affiliate is named, then the applicable NMI Affiliate will be (and “NMI” will refer to) Network Merchants, LLC. If Company uses Extensions from multiple NMI Affiliates, Company will be deemed to have a separate agreement with each one. Each NMI Affiliate will be liable only for the Extensions and services that it provides and for its own obligations or any breaches by it, and no NMI Affiliate (including Network Merchants, LLC) will have any liability for the obligations of any other NMI Affiliate or for any breach or default by any other NMI Affiliate.

Available Extensions include the following (which list may be updated at any time):

Fraud Prevention
Customer Vault
Automatic Card Updater
Payer Authentication
Card Present Device
iProcess Mobile Payments
Electronic Checks
Electronic Invoicing
QuickBooks® Plug-In
Level III Advantage
CertifyPCI
DataDecryption /Encrypted Devices
Invoicing
Kount® Advanced Fraud Prevention (additional Extension Terms apply)
Account Updater (additional Extension Terms apply)
Authvia TXT2Pay (additional Extension Terms apply)
Mastercard tap 2 mobile (T2M) (additional Extension Terms apply)
Shopify (additional Extension Terms apply)
Network Tokenization

Extension— Kount Advanced Fraud Prevention Terms

Definitions

“Kount Services” means the Kount Central fraud detection service.

“RIS Update” means updated transaction information transmitted by Company (or Merchant) for the Kount Services , which may include any data elements that are provided to NMI.

2. Services

3. Company Responsibilities

4. Company and Merchant Consent

5. No Guarantee of Kount Services

6. Indications

Extension – Account Updater Terms

1. Definitions

2. Scope of Services

3. Representations and Warranties, and Disclaimers

3.4. Neither NMI nor its Third Party Service Provider make any guarantee for any rate or number of matched transactions or verified transactions.

Extension — TXT2Pay Terms

1. Definitions

“Company Data” means all data provided to NMI by Company, including Merchant Data.

2. Services Offered:

2.1. Authvia APIs (Application Programing Interfaces): Services include the following primary functions documented at https://developer.authvia.com:

(a) Messaging And Conversations – used to create and deliver message-based conversations of an advisory or transactional nature. Conversations shall fall into one of the following categories:

Payment Conversations
Approval Conversations
Welcome Conversations
Card Capture Conversations
Additional Conversation types as available in the portal listed above

(c) Data And Analytics – offers the capability of collecting and reporting certain transactional and conversation data through APIs, documented in the portal listed above.

2.2. Authvia TXT2PAY

3. Company Responsibilities

Extension — T2M Terms

1. Definitions; Interpretation

“Third Party Technology” means the products, services or software provided to Payment Networks by Third Party Technology Providers in connection with the provision of the T2M Solution.

2. Scope of Services

2.2. NMI will provide, in combination with the Payment Networks, the T2M Solution to Company (and its Merchants, if applicable).

3. Third Party Technology

Extension — Shopify Terms

Definitions; Interpretation

“Customer” means any individual that visits or transacts via the Merchant Store.

“Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.

“Merchant Data” means information (including Personal Information) relating to a Merchant Store, including business, financial, and product information and any Customer Data.

2. Scope of Services

3. Representations and Warranties, and Disclaimers

a. NMI represents and warrants that:

i. NMI is solely responsible for the Shopify Application;

ii. Shopify is not liable for any fault in the Shopify Application or any harm that may result from its installation or use;

iii. Except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Shopify Application; and

Historical Terms and Conditions

Data Processing Addendum

This Data Processing Addendum (“Addendum”) supplements the Agreement entered into by and between NMI and Company. Any terms not defined in this Addendum will have the meaning set forth in the Agreement. To the extent NMI receives Personal Data from Company, the terms of this Addendum will apply to the parties.

1. Definitions

1.1 “Addendum” means any person or entity that controls, is controlled by, or is under common control with, such party.

1.2 “Applicable Laws ” means any applicable laws, rules, and regulations in any relevant jurisdiction applicable to the Addendum, the Agreement, or the use or Processing of Personal Data, including those concerning privacy, data protection, confidentiality, information security, availability and integrity, or the handling of Personal Data. Applicable Laws expressly include, as applicable: (i) the California Consumer Privacy Act (and its successor/amending statute the California Privacy Rights Act)(the “CPRA”; (ii) the Virginia Consumer Data Protection Act (the “VCDPA”); (iii) the Colorado Privacy Act (the “”CPA”); (iv) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (v) the EU GDPR as it forms part of the law of England and Wales by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (vi) the UK Data Protection Act 2018; and (vii) the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case, as updated, amended or replaced from time to time.

1.3 “Authorized Person” means an employee of either Party or an employee of a Party’s Affiliate who has a need to know or otherwise access Personal Data to enable a Party to perform its obligations under this Addendum or the Agreement and who has been apprised of the confidential nature of Personal Data before they may access such data and who has undergone appropriate background screening and training.

1.4 “Business or Data Controller” means the Company which alone determines the purposes and means of the Processing of Personal Data

1.5 “Consumer or Data Subject” means a natural person about whom a Data Controller holds Personal Data pursuant to the Agreement and who can be identified, directly or indirectly, by reference to that Personal Data.

1.6 “Consumer Rights or Data Subject Rights” means the rights recognized and granted to Data Subjects with respect to their Personal Data under Applicable Laws

1.7 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of Personal Data to countries not otherwise recognized as offering an adequate level of protection for Personal Data by the European Commission; available at: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en (as amended and updated from time to time).

1.8 “ex-EEA Transfer” means the transfer of Personal Data, which is Processed in accordance with the GDPR, outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.9 “ex-UK Transfer” means the transfer of Personal Data, which is Processed in accordance with the UK GDPR and the Data Protection Act 2018, outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in the UK in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.10 “Personal Data” means any information relating to an identified or identifiable living individual that is transmitted, uploaded, created, processed or stored by NMI as part of the provision of the Services provided by NMI under the Agreement. An identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual. Tokenized data or encrypted data that NMI cannot reidentify is not considered Personal Data.

1.11 “Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data other than (a) through the use of a Company’s or any Users’ generated password that, consistent with the settings and permissions in the respective Service, has rights to access such Personal Data, or (b) access by NMI personnel or Subprocessor personnel whose access to or use of such Personal Data is for the purpose of performance of the Services as permitted under this Agreement and applicable law.

1.12 “Process or Processing” means any operation or set of operations performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

1.13 “Service Provider or Data Processor or Processor” means NMI, which Processes Personal Data on behalf of and pursuant to the instructions of Company.

1.14 “Services” shall have the meaning set forth in the Agreement.

1.15 “Sensitive Personal Data” means data that is also Personal Data but includes a subsect of Personal Data that constitutes: “sensitive personal information,” “sensitive data,” or any similar category of information subject to Applicable Laws.

1.16 “Subprocessor” means any third party appointed by or on behalf of NMI to process Personal Data. A Subprocessor may also be referred to as a Third-Party Service Provider.

1.17 “UK Data Transfer Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses Version B1.0, in force 21 March 2022 issued by the UK Information Commissioner under S119A(1) Data Protection Act 2018, available at: https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/

2. Processing of Data and Compliance with Applicable Laws

2.1 The Parties shall comply with this Addendum at all times during the term of the Agreement and for any period post termination where the Parties process Personal Data in accordance with the Agreement. Any failure by either party to comply with the obligations set forth in this Addendum will be considered a material breach of the Agreement, and the other party will have the right, without limiting any of the rights or remedies under this Addendum or the Agreement, or at law or in equity, to immediately terminate the Agreement for cause.

2.2 The rights and obligations of NMI with respect to Processing are described herein and in the Agreement. The subject matter, nature, purpose and duration of this Processing, as well as the types of Personal Data collected and categories of Data Subjects involved, are described in Exhibit 1 to this Addendum.

2.3 NMI shall only Process Personal Data for the limited and specified purposes described in Exhibit 1, the terms set forth in this Addendum and in any written instructions provided by Company.

2.4 Company represents and warrants that it will: (i) comply with all Applicable Laws; (ii) any written instructions it provides to NMI will comply with all Applicable Laws; and (iii) shall make the required disclosures and obtain the necessary consents for NMI to process Personal Data. Company shall notify NMI if an instruction it gave NMI violates Applicable Laws.

2.5 If Company cannot comply with Applicable Laws in the performance of its obligations to NMI, Company agrees to promptly inform NMI in writing of its inability to comply, in which case NMI may (at its discretion) suspend the processing of Personal Data, terminate the Agreement, or otherwise stop processing Personal Data and remediate any issues that arise as a result of Company’s failure to comply with Applicable Laws.

2.6 NMI acknowledges and confirms that it does not receive any Personal Data from Company as consideration for any services or other items provided to Company. Except as expressly set forth in the Agreement, NMI shall not have, derive or exercise any rights or benefits regarding data provided by Company (“Consumer Data”) and NMI shall not sell any Consumer Data, as defined by Applicable Laws. NMI shall not retain, use or disclose any Consumer Data except as necessary for the specific purpose of performing the Services for Company pursuant to the Agreement, for the benefit of the Company (such as, but not limited to, providing insight information or to offer the Company additional products or services), or otherwise for its internal business purposes. Company agrees that NMI may anonymise Consumer Data to use for its internal business purposes and to develop its products and services. NMI understands the rules, restrictions, requirements and definitions of the CPRA and agrees to refrain from taking any action that would cause any transfers of Consumer Data to or from NMI to qualify as a sale of personal information under the CPRA. The terms “personal information,” “sale,” and “sell” for the purposes of this Section 8 are as defined in Section 1798.140 of the California Consumer Protection Act (“CCPA”).

2.7 Company hereby instructs NMI to transfer Personal Data to any country or territory as reasonably necessary for the provision of the Services and consistent with this Addendum.

3. Security of Personal Data.

3.1 NMI shall in relation to the Personal Data implement the Security Requirements attached hereto as Exhibit 3 and any additional measures required pursuant to Applicable Laws.

3.2 After termination or expiry of the Agreement, upon Company’s written request , , NMI shall, and shall ensure that all Authorized Persons, promptly and securely dispose of or return to Company , at Company’s choice, all copies of Personal Data, unless NMI is otherwise required to retain the Personal Data in accordance with Applicable Law.

3.3 Where and to the extent disposal of Personal Data in accordance with Section 3.2 is explicitly prevented by Applicable Law(s) or technically infeasible, NMI or Authorized Persons, as applicable, shall (i) take measures to block such Personal Data from any further Processing (except to the extent necessary for continued Processing explicitly required by Applicable Law(s)), and (ii) continue to exercise appropriate Technical and Organizational Security Measures to protect such Personal Data until it may be disposed of in accordance with Section 3.2.

4. Subprocessing and Authorized Personnel

4.1 MI shall take reasonable steps to ensure that access to Personal Data is limited to those individuals who need to know/access the Personal Data to provide the Services, and (ii) ensure that all individuals it authorizes to process Personal Data are bound by confidentiality obligations (whether by contract or under Applicable Law) in respect of the processing of Personal Data.

4.2 Company acknowledges that NMI may engage Subprocessors in connection with providing the Services. Company consents to NMI’s use of Subprocessors subject to compliance with the terms in this Section 4. A copy of the list of Subprocessors who are involved in processing of Personal Data can be found here NMI has entered, and for new Subprocessors will enter, into a written agreement with each Subprocessor that complies with the relevant Applicable Laws applicable to the Subprocessor or the processing.

4.3 NMI will notify Company (for which email shall suffice) if NMI intends to add additional Subprocessors to the above mentioned list, at least fourteen (14) days before the changes come into effect.

4.4 Company may reasonably object to NMI’s use of a new Subprocessor by notifying NMI promptly in writing within fourteen (14) days after receipt of NMI’s notice. If Company reasonably objects to a new Subprocessor and NMI does not resolve Company’s reasonable objection within a reasonable period of time not to exceed fourteen (14) days, either Party may terminate the portion of the Agreement relating to the Services involving the new Subprocessor (which may involve termination of the entire Agreement) by providing written otice to the other Party. Termination under this Section 4.4 will be without fault to either party.

4.5 Each party shall remain responsible and liable for its compliance with Applicable Laws and any obligations ensuing from the Agreement and this Addendum.

5. Personal Data Breach

5.1 NMI shall notify Company of a Personal Data Breach as soon as reasonably practicable, but in any event, not more than forty-eight (48) hours after confirming such Personal Data Breach.

5.2 In the event of a Personal Data Breach, NMI will provide Company with such details as Company reasonably requires (to the extent that such information is known or available to NMI) regarding: (i) the nature of the Personal Data breach, including the categories and approximate numbers of data subjects and Personal Data records concerned; (ii) any investigations into such Personal Data Breach; (iii) the likely consequences of the Personal Data Breach; and (iv) any measures taken, or that NMI recommends, to address the Personal Data Breach, including to mitigate its possible adverse effects and prevent the re-occurrence of the Personal Data Breach.

5.3 NMI may give Company phased updates as additional information regarding the Personal Data Breach becomes available to NMI; and provide reasonable cooperation and assistance to Company in relation to any remedial action to be taken in response to a Personal Data Breach, but will not notify any data subjects of the Personal Data Breach, except pursuant to the Company’s explicit instruction or as required by any law, rule, regulation or binding court order to which NMI is subject.

5.4 Company may share any notification and details provided by NMI under this Section 5 with the appropriate governmental/supervisory authority if required to do so under Applicable Laws.

6. Transfers of Personal Data

6.1 If NMI transfers Personal Data protected under this Addendum to a jurisdiction for which the United Kingdom or European Commission (as applicable) has not issued an adequacy decision (each, (“Restricted Transfer”)), NMI shall ensure that (i) a Restricted Transfer by NMI may only be made to Subprocessors as approved by Company in accordance with Section 4 of this Addendum; (ii) any Restricted Transfer conducted by NMI or any Authorized Person shall be undertaken in accordance with the appropriate Standard Contractual Clauses entered into in accordance with Applicable Law (as applicable); and (iii) that each Restricted Transfer will be made after appropriate safeguards have been implemented for the Restricted Transfer of Personal Data in accordance with Applicable Laws.

6.2 Ex-EEA Transfers. If applicable, Ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into and incorporated into this Addendum by reference. For the purposes of the EU SCCs, the appropriate module shall be:

(i)Module Two (Controller to Processor), where the Company engages with NMI as a Merchant, with the following options:

a. Clause 7 (Docking Clause) shall apply;
b. In Clause 9 (use of sub-processors) option 2 (general written authorisation) shall apply and the time period shall be that specified in clause 4.2 of this Agreement.
c. In Clause 11, the optional language does not apply;
d. All square brackets in Clause 13 are hereby removed;
e. In Clause 17 (Option 1), the EU SCCs will be governed by the laws of the Republic of Ireland;
f. In Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland;
g. Exhibit 2 to this Addendum contains the information required in Annex I of the EU SCCs;
h. Exhibit 3 to this Addendum contains the information required in Annex II of the EU SCCs; and
i. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including its Annexes.

(ii) Module Three (Processor to Processor), where the Company engages with NMI as a Reseller acting on behalf of a Merchant(s) as controller of the Personal Data, with the following options:
a. Clause 7 (Docking Clause) shall apply;
b. In Clause 9 (use of sub-processors) option 2 (general written authorisation) shall apply and the time period shall be that specified in clause 4.2 of this Agreement.
c. In Clause 11, the optional language does not apply;
d. All square brackets in Clause 13 are hereby removed;
e. In Clause 17 (Option 1), the EU SCCs will be governed by the laws of the Republic of Ireland;
f. In Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland;
g. Exhibit 2 to this Addendum contains the information required in Annex I of the EU SCCs;
h. Exhibit 3 to this Addendum contains the information required in Annex II of the EU SCCs; and
i. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including its Annexes.

6.3 Ex-UK Transfers. If applicable, Ex-UK Transfers are made pursuant to the UK Data Transfer Addendum, which is deemed entered into and incorporated into this Addendum by reference. For the UK Data Transfer Addendum, where applicable the following applies:

(i) Exhibit 4 to this Addendum contains the information required in Part 1 – Tables, of the UK Data Transfer Addendum; and

(ii) By entering into this Addendum, the parties are deemed to have signed the UK Data Transfer Addendum incorporated herein.

7. Rights of Data Subjects.

NMI will provide such assistance as is reasonably required to enable Company to comply with Data Subject Rights requests within the time limits imposed by Applicable Laws.

8. Recordkeeping.

8.1 Recordkeeping. NMI shall maintain records and information in accordance with Applicable Laws to demonstrate its compliance with this Addendum (“Records”).
8.2 Verification Requirements. On reasonable written request, no more than once per calendar year, NMI shall make available to Company all Records necessary to demonstrate compliance with the Applicable Laws. NMI reserves the right to charge reasonable expenses for any additional requests by Company.

9. Miscellaneous

9.1 NMI may modify or amend this Addendum ma to ensure that it complies with Applicable Laws, providing that it gives the Company reasonable written notice of such changes. Both parties may disclose this Addendum to third parties (including other businesses, Consumers and regulators) for purposes of demonstrating compliance with Applicable Laws.
9.2 If an amendment to this Addendum is required to comply with Applicable Laws, both parties shall work together in good faith to promptly execute a mutually agreeable amendment.
9.3 If any individual provisions of this Addendum are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this Addendum shall not be affected.
9.4 This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original executed copy of the Addendum.
9.5 Addendum shall automatically terminate upon the termination or expiration of the Agreements under which the Services are provided, but the provisions of this Addendum shall survive beyond termination where NMI is required to process Personal Data after termination or expiry of the Agreement, and in such case the provisions shall continue to apply to the extent that NMI processes the Personal Data.
9.6 In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) Applicable Laws; (2) the terms of this Addendum; and (3) the Agreement.
9.7 Notwithstanding anything contrary to this Addendum or Agreement between the parties, NMI will not be liable to any Data Subject for a claim arising from NMI’s acts or omissions, to the extent that NMI was acting in line with Company’s written instruction and consent.

Exhibit 1

Details of Processing

Nature and Purpose of Processing: Each Party will Process Company’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement, the Data Processing Addendum, and in accordance with Company’s instructions as set forth in this Exhibit 1. The nature of Processing shall include:

The Parties will process Personal Data as necessary to fulfil the Party’s obligations under the Agreement and as otherwise set forth in this Addendum

Duration of Processing:

The term of the Agreement.

Categories of Data Subjects: Categories of data subjects whose personal data is transferred include:

the end-users of a the Company or its customers (as applicable) who’s payment information is processed through the Services in accordance with the Agreement

Categories of Personal Data:

General Personal Data

Cardholder data (including but not limited to cardholder name, expiration date, account numbers, service codes)
Bank account details
Contact information (including but not limited to name, email, mobile number, address, email address)
IP address/ location
Tax ID

Special categories of data / Sensitive Personal Data

None

Exhibit 2

This Exhibit 2 shall apply in accordance with clause 6.2, where applicable.

A LIST OF PARTIES

For transfers of EU Personal Data :

Data exporter(s):

Name:	Company
Address:	As specified in the Order Form
Contact person’s name, position and contact details:
As specified in the Order Form
Activities relevant to the data transferred under these Clauses: The data importer provides services to the data exporter in accordance with the Agreement.
Role:	controller

Data importer(s):

Name:	NMI
Address:	As specified in the Order Form
Contact person’s name, position and contact details:
As specified in the Order Form
Activities relevant to the data transferred under these Clauses: The data importer provides services to the data exporter in accordance with the Agreement.
Role:	processor

DESCRIPTION OF TRANSFER

Categories of data subjects whose Personal Data is transferred:

As described in Exhibit 1

Categories of Personal Data transferred

As described in Exhibit 1.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous, for any period that the data importer provides Services under this Agreement.

Nature of the processing

As described in Exhibit 1

Purpose(s) of the data transfer and further processing

As described in Exhibit 1

The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period

As described in Exhibit 1

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

As described in Section D below.

COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13.

For transfers of EU Personal Data:

Name:	Data Protection Commission, Ireland
Address:	21 Fitzwilliam Square South Dublin 2 D02 RD28 Ireland

For transfers of UK Personal Data:

Name:	UK Information Commissioner’s Office
Address:	Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF

LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors: As detailed in clause 4.2 of this Data Processing Addendum.

Exhibit 3

Description of the Technical and Organizational Security Measures implemented by the NMI

NMI maintains the following administrative, physical and technical safeguards (“Security Requirements”) for the protection of Personal Data, as described in Section 3 of the Addendum and outlined here.

Exhibit 4 UK Addendum (as applicable)

For transfers of Personal Data from Company to NMI which are subject to the UK GDPR (as amended or replaced from time to time), the parties agree to be bound by the terms of the UK Addendum, which shall be completed and entered into as follows:

Part 1:

Table 1: Parties: As set out in the EU SCCs contained in Exhibit 2 of this Addendum.

Table 2: Selected SCCs, Modules and Selected Clauses:

Addendum EU SCCs

The version of the Approved EU SCCs as specified in clause 6.2 of this Agreement and to which this Addendum is appended to.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: As set forth in Annex 1A of the EU SCCs.

Annex 1B: Description of Transfer: As set forth in Annex 1B of the EU SCCs.

Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: As set forth in Annex II of the EU SCCs.

Annex III: List of Sub processors (Modules 2 and 3 only): As set forth in Annex 3 to the EU SCCs.

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Clause 19 of this Exhibit:

[X] Importer

[X] Exporter

☐ neither Party

Part 2: Mandatory Clauses

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table ‎3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 .
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications, in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.

10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

c. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefiting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefiting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

n. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revised Approved Addendum which:

a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
b. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

a. its direct costs of performing its obligations under the Addendum; and/or
b. its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

Alternative Part 2 Mandatory Clauses:

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18 of those Mandatory Clauses.

Merchant Terms and Conditions

Last Updated: March 1, 2024

If Company has ordered or purchased Services for its own use as a merchant or other end user, these Merchant Terms and Conditions (“Merchant Terms“) will apply, in addition to the Order Form(s), General Terms and Conditions, the applicable Service Terms, and any other terms set forth in the Agreement. For the purpose of these Merchant Terms, the term “Services” shall mean the Services identified in these Merchant Terms and applicable Service Terms. Company shall owe the fees as indicated in the applicable Fee Schedule or Order Form.

1. Service Terms

1.1. License Grant. Subject to Company’s compliance with the Agreement, NMI will provide the Services to Company in accordance with the Agreement and the applicable Service Terms. NMI grants to Company a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely in accordance with the specifications, application program interfaces (APIs), and other documentation provided by NMI for such purposes, as each may be updated from time to time by NMI in its sole discretion. Company will at all times comply with NMI’s then-current policies, procedures, and guidelines governing the Services, as updated from time to time in NMI’s sole discretion. Company is solely responsible for obtaining and maintaining any equipment, hardware, software, network connections, or ancillary services needed to connect to, access or otherwise use the Services. NMI may provide the Services or perform any of its other obligations under these Merchant Terms and any applicable Service Terms through its third party service providers, vendors, or agents.

1.2. Reseller Services. If Company has contracted for Services with a Reseller, Company acknowledges that such Reseller is an authorized reseller of NMI only and is not a joint venturer, partner, or agent of NMI. Any fees covered under any applicable Service Terms and these Merchant Terms and any applicable Fee Schedule apply only to those fees attributable to the Services delivered by NMI, and not to any other fees which may be charged by a Reseller for its own services (such as pursuant to a separate agreement between the Reseller and Company). Similarly, these Merchant Terms and any applicable Service Terms only govern the portion of the Reseller’s product or service that constitutes the Services, and not any third party enhancements, modifications, or other value-added products or services that a Reseller may bundle together with the Services. Company will contact the Reseller, not NMI, with any service inquiries.

1.3. Prohibited Transactions. Company may not request, introduce, or process transactions using the Services on behalf of any other person or entity. Any attempt by Company to use the Services on behalf of a third party may result in termination of these Merchant Terms, any applicable Service Terms, and the Agreement and/or additional fees, charges, fines, or assessments, for which Company will be solely liable.

1.4. Company Data. Company authorizes NMI to receive Company data from Third Party Service Provider or a Reseller, and to share Company transaction and other data with Third Party Service Provider as necessary to provide Company with the Services, which data may include transaction data and other data relating to Company’s use of the Third Party Service Provider Services, Personal Data, and/or Confidential Information. Furthermore, NMI may use, retain, and share any data it collects or receives in connection with the Services (including without limitation Confidential Information and Personal Data) with Third Party Service Provider, Resellers, NMI’s third party service providers, and other relevant third parties: (a) as necessary to provide Company with the Services; (b) as required or reasonably requested by the Resellers, Third Party Service Provider, Payment Networks, and service providers; (c) as required by the Rules or applicable law, regulation, order, or requirement of any governmental body, agency, or court having jurisdiction; or (d) to maintain the information as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes, or to defend NMI’s rights in a legal dispute. NMI may use anonymized and statistical data on an aggregated basis (such as by calculating Company averages by region or industry) for any reason, and such information will be NMI’s Confidential Information and will not be deemed Personal Information, provided it cannot be used to identify Company or any individual.

1.5. Company’s Representations and Warranties. Company represents and warrants that: (a) it is engaged in a lawful business that includes the sale of products and/or services, and is duly licensed to conduct such business under the laws of all jurisdictions in which Company conducts business and will not change its type of business without the express written consent of NMI; (b) all statements and communications made by Company in connection with the Agreement are true, accurate, and complete in all material respects; (c) Company will comply with all applicable Rules, laws, and regulations to its use of the Services; (d) all transactions submitted in connection with the Services are for bona fide business operations compliant with applicable Rules, laws, and regulations; (e) Company is not engaged in any illegal or fraudulent business operation or any business operation prohibited by any applicable law, regulation, or Rule, or in any business identified on a prohibited activities list promulgated by any Third Party Service Provider or the Payment Networks; and (f) Company has all necessary right to any data or materials it uses in conjunction with the Services, and no such data or materials infringe the intellectual property rights of any third party.

1.6. Transaction Data. Company is solely responsible for verifying the accuracy and completeness of all transactions submitted and/or processed by NMI associated with Company’s account and verifying that all corresponding funds are accurately processed. NMI will not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to Company’s account, data, or transaction data. If Company uses any application programming interfaces (APIs) provided in connection with the Services, Company is solely responsible for such use of the API, the security of Company’s credentials associated with the API, and the security of information and data submitted through the API. Company acknowledges that the fees associated with any and all transactions and associated data submitted to NMI are earned by NMI and shall not be reimbursed. NMI and its Resellers and Third Party Service Providers will not be liable for any transactions, including without limitation those that are unauthorized, improperly processed or approved, wrongfully declined, or otherwise, or for any access to any transaction or account data or Company’s customers’ Personal Data, including without limitation any unauthorized, illegal, or fraudulent access.

1.7. Credit Checks and Beneficial Owner. Company consents and agrees, as a condition of Company’s enrollment in and use of the Services, that NMI, its Resellers, or its Third Party Service Providers may obtain various consumer reports regarding Company and its principals from third parties, run credit checks, and obtain other Personal Data or credit information about Company and its principals or Beneficial Owners associated with Company, including for the purposes of evaluating Company’s eligibility for the Services, verifying the identities of such individuals and evaluating the fraud and credit risk associated with Customer in connection with a business transaction, and for the provision and administration of the Services. Company expressly authorizes NMI, prior to the creation of Company’s account and from time to time thereafter, to investigate Company’s individual and business history and background, consumer-identifying and credit information (and that of any of Company and Company’s authorized representatives, directors, officers, partners, proprietors, owners, etc.), and to obtain credit or consumer reports or other background investigation reports on each of them that NMI considers necessary to review the acceptance of Company’s application and continuation of the Services. Company also authorizes any person or credit reporting agency that issues consumer reports to answer those credit inquiries and to furnish that information to NMI. Company represents and warrants to NMI that it has obtained, and will provide to NMI upon request, written instructions and all authorizations, consents, and disclosures necessary from each such individual for NMI to obtain (and for a consumer reporting agency to provide) such information including consumer reports of such individual to NMI. Company represents and warrants that it will ensure that such individual shall also authorize NMI’s sharing of information of such individual in connection with obtaining such consumer reports from the consumer reporting agencies and other third party service providers who conduct background and identification screening. Company agrees to cooperate with and provide NMI with any information or documentation needed for the Company to obtain such information from consumer reporting agencies, and agrees that it will comply with all applicable requirements under all applicable state and federal laws and regulations. For purposes of these Merchant Terms, “Beneficial Owner” means any person who either directly or indirectly owns or controls at least 25% or more of Company’s ownership interests as well as a person who exercises substantial control over Company. There must be at least one Beneficial Owner identified.

2. Liability

2.1. Limitation on Liability. In addition to any other limitations on liability or warranty disclaimers contained in the General Terms and Conditions, the following terms will apply: NMI will have no liability for, and Company will indemnify, defend, and hold NMI harmless from, any unauthorized or fraudulent transactions submitted or processed using Company’s identification number, Company’s systems, any security credentials issued to Company, or Company’s account, including but not limited to transactions in connection with credit return fraud. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, NMI PROVIDES NO WARRANTY, AND WILL BEAR NO RISK OR LIABILITY, WITH RESPECT TO COMPANY’S OR ITS CUSTOMERS’ DATA (INCLUDING WITHOUT LIMITATION PERSONAL DATA, COMPANY CREDENTIALS, AND TRANSACTION DATA), OR TO COMPANY’S SALE OF PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD, ACH FRAUD, CHECK FRAUD, CHARGEBACKS, TRANSACTION RATING, IMPROPERLY AUTHORIZED TRANSACTIONS, LEGITIMATE BUT UNAUTHORIZED TRANSACTIONS, DATA TRANSMISSION ERRORS, OR ANY ACTION OR OMISSION BY A THIRD PARTY). NMI DOES NOT WARRANT THAT PERSONAL DATA OR TRANSACTION DATA WILL NOT BE SUBJECT TO UNAUTHORIZED INTERCEPTION OR MODIFICATION. NMI WILL NOT BE LIABLE FOR ANY TRANSACTIONS SUBMITTED, INCLUDING WITHOUT LIMITATION THOSE THAT ARE UNAUTHORIZED, IMPROPERLY PROCESSED OR APPROVED, WRONGFULLY DECLINED, OR OTHERWISE, OR FOR ANY UNAUTHORIZED, ILLEGAL, OR FRAUDULENT ACCESS OF COMPANY OR CUSTOMER DATA.

2.2. Indemnification. In addition to any other indemnities set forth in the General Terms and Conditions, Company agrees to defend, indemnify, and hold NMI and its officers, directors, employees, agents, Third Party Service Providers, or Resellers (collectively, “NMI Indemnitees“) harmless from and against any and all claims, actions, proceedings, investigations and suits and all related internal costs, liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by the above parties, arising out of or relating to any of the following: (a) the reliability, accuracy, or legitimacy of payment data or purchase orders submitted through the Services; (b) transactions submitted through the Services; or (c) claims by Company’s customers, including without limitation claims relating the goods or services sold by Company or relating to any disclosure of Personal Data or other consumer data.

2.3. Penalties and Assessments. If Company or its employees or agents, directly or indirectly, cause any fees, fines, or assessments to be charged to NMI or any NMI Indemnitee by a Payment Network or any other entity, Company will immediately reimburse NMI or the NMI Indemnitee for all such fines and penalties. All such obligations and amounts incurred will be deemed direct, not indirect or consequential, damages, and will be collectible notwithstanding any provision in the Agreement to the contrary.

Gateway Service Terms (Merchant)

Omni, Cardease, and/or USAePay

1. Interpretation; Definitions

1.1. Gateway Services. If the Order Form includes gateway Services, which may refer to each of Omni, Cardease, and/or USAePay, as applicable (jointly referred to as the “Gateway Services“), the following Service Terms (“Gateway Service Terms“) will apply in addition to the other terms and conditions set forth in the Agreement.

1.2. NMI Affiliate. The NMI Affiliate providing the Gateway Services is set forth below. For the purposes of these Gateway Service Terms, references to “NMI” will refer to such NMI Affiliate.

(a) In the U.S.:

i. Network Merchants, LLC (for all Gateway Services other than the USAePay Gateway); or

ii. Gor Corporation d/b/a USAePay (for USAePay Gateway).

In the U.K.:

Network Merchants, Ltd. (and in such case, the UK Country Addendum referenced in the General Terms and Conditions will apply).

1.3. Additional Definitions. Capitalized terms used but not defined in these Gateway Service Terms will have the meanings given to them in the General Terms and Conditions, the Merchant Terms, or elsewhere in the Agreement. In addition, the following definitions will apply to these Gateway Service Terms:

“Authorization” means a validation of a Transaction by Issuer.

“Acquirer” means a bank, processor, financial institution, or NMI itself, as applicable when such services are engaged by the Company, with which the Company uses for the acceptance of Transactions.

“Company Device” means the device used by the Company to process Transactions, which may include (as applicable and as supported by NMI): (a) mobile phones, smartphones, tablets, PDAs, computers and other devices; and/or (b) merchant terminals, including a machine in which a PIN entry device (PED) is installed or linked to.

“Company Interface” means the interface properly developed by Company using the SDK.

“Failure” means a correction of a Transaction by Issuer.

“Issuer” means a bank or other financial institution issuing a payment card on behalf of a Payment Network or issuing a payment card directly.

“Portal” means the platform operated by NMI which allows Company to manage the Services.

“Transaction” means any billable occurrence completed, evaluated, submitted, or facilitated through or using the Services (regardless of whether approved or declined), including but not limited to any sale, void, refund, credit, offline force, capture, authorization, validate, update, or settlement.

2. The Services

2.1. NMI shall, during the Term, provide to Company the Gateway Services indicated on the Order form, as set forth in these Gateway Service Terms.

2.2. Company shall comply with all PCI Security Standards applicable to Company, including any PCI DSS, PCI P2PE, PA DSS, or applicable policies and procedures provided to it by NMI.

2.3. Company understands that Company may not process orders on behalf of any other entity or individual and that the use of the Transaction processing services is provided herein as a service license for a single Company account. Any attempt to use the Transaction processing services provided herein for more than one merchant account without additional service licenses may result in additional fees and charges and/or the revocation of the service license and termination of these Gateway Service Terms.

3. Boarding. This Section will apply in all cases where boarding is provided.

3.1. Company must submit boarding requests in accordance with the merchant boarding procedure established by NMI from time to time.

3.2. In addition to the fees set forth on the Fee Schedule, where Company requests NMI assistance with the boarding process, NMI will charge to Company and Company will pay to NMI all reasonably incurred costs and expenses (including employee time).

3.3. Company acknowledges and accepts that it is solely responsible for ensuring that all information and data provided in the boarding and set-up process is complete and accurate, and for the provision of the merchant identification and Acquirer TIDs (or equivalent) to NMI. NMI will have no responsibility for any incorrect, inaccurate, or incomplete data provided by Company or any other third party in the boarding and set-up process.

3.4. NMI is not responsible for and shall have no liability to Company in respect of any and all information, data and/or updates provided by a third party and sent through the Services.

3.5. SDK License. If the Order Form includes a software development kit (“SDK“), NMI will provide such SDK and associated documentation with the Services. For this option, the following terms apply:

3.5.1. Subject to the other terms and conditions of the Agreement, NMI grants to Company a non-exclusive and non-transferable license for the Term to use the SDK in accordance with the written materials provided by NMI (including any technical specifications, file format documentation and API information), strictly to: (a) develop Company Interface and make a limited and reasonable number of copies of the SDK for such purpose; and (b) use the SDK to the extent that such is incorporated into Company Interface to benefit from the Services.

4. Transaction Processing

4.1. NMI shall receive Transactions from the Company Device and send the required data related to the Transaction to an Acquirer. NMI shall then receive the response from the Acquirer and send the related Authorization or Failure to the Company Device.

5. Portal

5.1. NMI shall provide a website that allows Company to access Transaction history and perform the following basic functions:

5.1.1. generate and download reports;

5.1.2. perform refunds; and

5.1.3. process ad hoc card-not-present authorizations and refunds.

6. TERMINAL MANAGEMENT SYSTEM (TMS)

6.1. NMI shall provide a TMS that enables the Company Device to download configuration data and firmware for the Company Device.

Provisions specific to SDK

6.2.If so indicated on the Order Form, NMI shall provide Company a SDK, which shall comprise of the:

6.2.1. software development kit; and

6.2.2. associated documentation (which may include technical specifications, files format documentation and API information).

6.3. Company acknowledges and accepts that NMI is not responsible for and shall have no liability to Company (or any Company) for:

6.3.1. Company Devices (including all software, firmware and operating systems located on the Company Device and its processing capacity, and including any certifications and configurations (including online PIN key loading arrangements where applicable));

6.3.2. any change (including updates and new releases) to Company Devices and/or PEDs (including where such change results in the SDK becoming unusable (in full or in part));

6.3.3. Company Device’s ability to connect to public networks and/or bluetooth (as applicable);

6.3.4. availability of public networks (including where unavailability results in failure to send communications related or connected to the SDK); and/or

6.3.5. functions connected or related to the processing of transactions (including transaction authorization) provided by acquiring banks, payment processors or payment facilitators.

6.4. For the purposes of this Section, Company shall be permitted to upload Company Interface to applicable app stores.

7. SECOND LINE COMPANY SUPPORT

7.1. The following definitions shall apply in this Section:

First Line Reseller Support Team	Reseller’s personnel (or a third party on behalf of Reseller) providing the first line support, assistance and guidance to Company.
Respond / Response	an acknowledgement by email or telephone of a Support Request.
Support Request	a valid request for support made in accordance with these Gateway Service Terms.

7.2. NMI shall provide second line support to the First Line Reseller Support Team on issues relating to the Company’s use of the Services reported to NMI in accordance with this Section. Company acknowledges and accepts that such second line Reseller support shall not include support:

7.2.1. provided by NMI directly to Company (save where NMI (in its sole) discretion requests the same);

7.2.2. where the First Line Reseller Support Team has not used every effort to resolve the issue;

7.2.3. where the First Line Reseller Support Team has not undertaken a reasonable level of diagnosis and reasonable steps to resolve the issue; and

7.2.4. on issues not directly related to the Services (including support on the PED and public network).

7.3. Reseller is responsible for providing first line support, assistance and guidance to Company.

7.4. Reseller must make a request for support in accordance with NMI’s procedures, which may be modified from time to time.

8. COMPANY BOARDING AND SET UP

This Section shall only apply where boarding is provided.

Scope of Portal boarding

8.1. The Reseller acknowledges and accepts that the Portal boarding method is only recommended by NMI for low volume boarding (under 20 users/month or for the purposes of a limited pilot).

8.2. Reseller acknowledges and accepts that Portal boarding shall not include:

8.2.1. verification by NMI of any Company information submitted in the boarding process; or

8.2.2. test transactions.

Company boarding procedure

8.3. Company must submit boarding requests in accordance with the relevant boarding procedures provided.

9. COMPANY BOARDING AND SET UP: API boarding

9.1. This Section only applies where API boarding is provided.

9.2. API boarding shall provide the Company with a web service interface or application programming interface that allows access to the Portal for boarding purposes.

9.3. Company acknowledges and accepts that API boarding shall not include:

9.3.1. verification by NMI of any Company information submitted in the boarding process; or

9.3.2. test transactions.

Processing Service Terms (Merchant)

1. Definitions; Interpretation

1.1. Processing Services. If Company has ordered payment processing / acquiring services, these Processing Service Terms will apply to Company’s Agreement, in addition to the General Terms and Conditions, the Merchant Terms, and the Order Form(s) (and any schedules or other documents referenced in any of the foregoing). The Processing Services described in these Processing Service Terms will be integrated and provided together with NMI’s gateway or other Services, which Services will be subject to separate Service Terms.

1.2. NMI Affiliate. Anovia Payments, LLC is the NMI Affiliate providing the Processing Services under these Processing Service Terms, and for purposes of these Processing Service Terms, all references to “NMI” will refer to such NMI Affiliate only.

1.3. Additional Definitions. Capitalized terms used but not defined in these Processing Service Terms will have the meanings given to them in the General Terms and Conditions, the Merchant Terms, or elsewhere in the Agreement. In addition, the following definitions will apply to these Processing Service Terms only.

“Processing Agreement” means an agreement between Company and the Processor (and/or its sponsoring financial institution or other applicable Third Party Service Provider) pursuant to which the Processor (and/or the Third Party Service Provider) provides Company with a merchant processing account and payment processing services. The Processing Agreement is available at NMI Payments Merchant Processing Agreement or such other location as provided by NMI or the Processor/Third Party Service Provider, as the same may be amended or updated from time to time. In the event Company is signing up for Gateway Services in addition to Processing Services, the Processing Agreement shall be the following NMI Payments Merchant Processing and Gateway Agreement.

“Processor” means the applicable Third Party Service Provider (which may be an NMI Affiliate), and/or its sponsoring financial institution, as applicable, providing the Processor Services pursuant to these Processing Service Terms and a Processing Agreement. NMI may update the Processor with written notice to Company. As of the date of these Service Terms, the designated Processor is Anovia Payments, LLC.

“Processor Services” means the payment processing services provided by the Processor pursuant to a Processing Agreement. The Processor Services are integrated with and accessible through gateway or other Services provided by NMI.

2. Service Terms

2.1. Processing Agreement and Processor Services. The Services are used to facilitate payment transactions processed by Processor. Accordingly, use of the Services requires that Company agrees to be bound by the Processing Agreement and a valid merchant account with the Processor. By accepting these Processing Service Terms, Company also accepts and agrees to the terms of the Processing Agreement (including any additional terms as may be instructed by the Processor), which are incorporated into the Agreement by reference.

2.2. Approval Process. Company understands that its application for the Services and the Processor Services are subject to review and approval by NMI and the Processor (and its Third Party Service Providers, as applicable), which approval may be granted or denied in their sole discretion. Such application can be found in the Processing Agreement. Accordingly, any Services which Company may be granted access to prior to such approval will be on a provisional basis only. If the Processor declines Company, or if at any time Company’s Processing Agreement terminates, NMI may immediately suspend access to the Services.

Modern Slavery Statement

1. Introduction

Network Merchants Limited (NMI) is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain, and imposes the same high standards on its suppliers. We take our responsibilities very seriously and any form of modern slavery, forced labour or human trafficking will not be tolerated within our operations.

We take appropriate steps to ensure that we respect and maintain the fundamental human rights of those who are working for or with NMI.

This statement covers the activities of the NMI Group across both the UK and USA for the financial year end 2020, as required by the Modern Slavery Act 2015.

2. Our Organisation

NMI is a global business, providing ISOs, Fintech Innovators and Technologists the freedom to focus on what they do best, liberating them from restricted payment solutions and giving them access to the latest payment technology. We provide payment solutions internationally across in-store, mobile, online and self-service payments. NMI operates in the UK and USA with offices in Bristol, Chicago, Salt Lake City and New York, employing over 180 people across its offices.

NMI is backed by global private equity firms, Francisco Partners and Great Hill Partner, both of which specialise in investments in technology, specifically payment solutions and FinTech. To find out more about the nature of our business, please visit: https://nmicomdev.wpenginepowered.com/company/who-we-are/.

In order to provide our services, we work with a range of suppliers across different industries. For a list of our suppliers, please visit: https://nmicomdev.wpenginepowered.com/processors-and-devices. We do not work within a supply chain where modern slavery or human trafficking is prevalent but we still remain committed to identifying potential risks and helping to prevent this.

3. NMI’s Policies

As part of our commitment to combating modern slavery, we have implemented the following policies:

Modern Slavery & Anti-Trafficking Policy: we have an internal policy which covers the fundamental principles outlined in the Modern Slavery Act 2015, sets out how our staff can identify key signs of modern slavery and trafficking, as well as explaining how our employees should deal with a situation where they think someone is at risk.
Procurement Process: as part of our appointment of suppliers, we undertake a risk assessment of the organisation and ask each company to complete a questionnaire which helps us to identify potential risks of modern slavery or human trafficking within their organisation. This is managed through a risk-based approach in light of the services we’re procuring. We ask all companies we work with to adopt the same standards that we apply to our business. We also include anti-slavery clauses in our contracts with our customers and supply chain.
Recruitment: We operate a fair and transparent recruitment process which is detailed in both our staff handbook and, for these purposes, specific detail about recruitment is included in our Modern Slavery & Anti-Trafficking Policy. This applies whether we recruiter staff ourselves or whether we use outside agencies.
Whistleblowing Policy: we encourage an open culture across all levels of our business and we believe that effective and honest communication is essential if malpractice is to be effectively dealt with. Our staff handbook sets out the process for reporting and we encourage all members of staff to raise any concerns they may have, including those relating to modern slavery or human trafficking.

The above policies are available to our staff and closely managed by the senior management team.

We also make sure our suppliers are aware of our policies, and adhere to the same high standards.

4. Due Diligence

As part of our efforts to monitor and reduce the risk of slavery and human trafficking occurring within our supply chains, we have adopted due diligence procedures designed to:

establish and assess areas of potential risk in our business and supply chains;
monitor potential risk areas in our business and supply chains;
reduce the risk of slavery and human trafficking occurring in our business and supply chains;
provide adequate protection for whistleblowers.

5. Risk and Compliance

We regularly evaluate the nature and extent of its exposure to the risk of modern slavery occurring in our supply chain by proactively managing those who we work with. We do not consider that we operate in high risk sectors or locations.

We do not tolerate slavery and human trafficking within our supply chains and if we find evidence of a failure to comply with our policies we will immediately seek to terminate our relationship with the relevant supplier.

6. Training

We invest in educating our staff to recognise the risks of modern slavery and human trafficking in our business and supply chains. Employees are encouraged to identify and report any potential breaches of our anti-slavery and human trafficking policy. Employees are taught the benefits of stringent measures to tackle slavery and human trafficking, as well as the consequences of failing to eradicate slavery and human trafficking from our business and supply chains.

7. Next Steps

Following our review of our actions this financial year to prevent slavery or human trafficking from occurring in our business or supply chains, we will continue to monitor our policies and consider developments to our due diligence and risk assessment procedures to help tackle slavery and human trafficking. We recognise that this is an ongoing obligation which continues to apply to NMI and requires a continuing commitment.

This statement is made in accordance with section 54(1) of the Modern Slavery Act 2015 and constitutes NMI’s slavery and human trafficking statement for the financial year 2019/20.

This statement was approved by Kyle Pexton on 16 July 2020.