Payment Processing Agreement

In connection with the Subscription Agreement the terms and conditions below together with the SE Payments online order form (collectively the “SE Payments Agreement”) shall govern the organisation’s use and access to the payment processing services provided by Sports Engine UK Ltd.

The Organisation will be required to accept this SE Payments Agreement online before accessing the Services. Unless the contrary intention appears, the defined terms in the Subscription Agreement are hereby incorporated into these terms. 
A.     SERVICE TERMS
1.    OUR ROLE
1.1    The SE Payments solution is a payment processing service that helps the Organisation integrate with a payment processor (the “Payment Processor”), allowing the Organisation to accept payments from Members (as defined below) online via platforms provided by TeamUnify (“Services”). 
1.2    Services are provided by Sports Engine (UK) Limited (NI643006) trading as TeamUnify, of City Quays 1, 7 Clarendon Road, Belfast, Northern Ireland, BT1 3BG (‘TeamUnify’, ‘Us’, ‘We’).  
1.3    TeamUnify supply the Services in accordance with this SE Payments Agreement, and for the sake of completeness is not a bank, payment institution or money services business. By Accepting this SE Payments Agreement, the Organisation acknowledges and agrees that TeamUnify is the provider of the Services and that TeamUnify will be designated as an authorised representative of the Organisation with the Payment Processor, regarding the Organisation’s use and access of the Services. 

2.    THE PROCESSOR
2.1    The Payment Processor is Stripe Payments Europe Ltd, a private limited company incorporated under the laws of Ireland, with registration number 513174, and Stripe Payments UK Ltd, a private limited company registered in England, with registration number 8480771. 
2.2    The Payment Processor’s role is to accept and process payments online via the platforms provided by TeamUnify, to enable the Organisation to receive and accept online payments from its Members, customers, donors, and any other person or entity that needs to pay the Organisation, to compliment the Organisation’s business activities (including membership fee payments, competition entry fees, governing body registration fees, equipment and apparel fees, travel fees, camps/clinics, donations from people outside the membership and other similar payments), including refunds, chargebacks and disputes (collectively “Transactions”). 
2.3    The processing and settlement of the Organisation’s Transactions (“Payment Processing”) are carried out by the Payment Processor under separate Payment Processor Terms (the "Payment Processor Terms"). By accepting this SE Payments Agreement, the Organisation is also accepting and agreeing to be bound by the Payment Processor Terms.
2.4    In addition, by accepting this SE Payments Agreement and the Payment Processor Terms the Organisation agrees to the creation of an account with the Payment Processor for payment processing (the “Payment Processor Account”), where necessary TeamUnify will assist the Organisation with this. In the event of any inconsistency between the terms of this SE Payments Agreement and the Payment Processor Terms concerning payment processing or the Payment Processor Account, the Payment Processor Terms shall prevail. 

3.    THE SERVICES
3.1    TeamUnify shall: (i) provide the Services for the purpose of facilitating the payment processing services supplied by the Payment Processor, to allow the Organisation to accept online payments from Members via their existing technology platforms; (ii) notify the Organisation in advance of any updates to the Services, and will provide appropriate training and/or materials to Organisation concerning all updates; and (iii)  provide Organisation appropriate levels of training (including access to remote training and on-line resources) and support relating to the Services.

4.    TERM 
4.1    This SE Payments Agreement is effective and binding on the date when the Organisation or an authorised representative of the Organisation indicates acceptance by electronic acceptance of it (“Effective Date”). 
4.2    The SE Payments Agreement will continue from the Effective Date until terminated in accordance with Section D1 (“Term”).

5.    LICENCE TERMS
5.1    TeamUnify warrants that it is the owner (except in relation to any third party or open source software, as set out in any applicable licence terms) of the Services or otherwise has the right to grant the Organisation the licences granted herein for the purposes of delivering the Services. 
5.2    TeamUnify grants the Organisation a limited, non-exclusive, non-transferable, revocable licence to use the Services (the “Licence”). The Licence shall remain effective until this SE Payments Agreement is terminated (howsoever caused) in accordance with Section A4.2.  Neither the Licence nor any other provision shall grant any rights in the Services or other intellectual property rights except the limited License of use set out in this Section A5.2.
5.2    Notwithstanding any of the Organisation’s other obligations under this SE Payments Agreement, the Organisation shall not: (i) sell, sublicense, lend, transfer or provide access to any third party to access the Services, except (a) as permitted in accordance with this SE Payments Agreement to carry out Transactions; or (b) where the Organisation has obtained written permission from a director of TeamUnify; (ii) create derivate works based on the Services; (iii) copy, frame or mirror any part of the content of the Services, other than copying or framing for internal business purposes, (iv) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of Services; or (v) access the Services in order to build a competitive product or service.

B.     PARTNERS OBLIGATIONS

1.    REGISTRATION 
1.2    To access the Services the Organisation must (a) accept the terms of this SE Payments Agreement; (b) accept the Payment Processor Terms; and (c) provide information to TeamUnify and allow TeamUnify to share such information to the Payment Processor for the purposes of simultaneously creating an account for Services and a Payment Processor Account (together the “Organisation’s Service Accounts”). Such information may include: business owner information, company name, company registration number, location, email address, business registration information, VAT number and phone number and also you will be required to submit Identification (Passport and/or Driving licence) as part of the verification process.
1.2    TeamUnify will review the information provided and allow the Organisation to access the Services.  Failure to provide the requisite information may prevent or delay the Organisation from registering to receive the Services or upon review of the information the Organisation may not be eligible or unable (for whatever reason) to receive the Services.  The Organisation accepts that TeamUnify and/or the Payment Processor is not liable to the Organisation, where it is prevented or is unable to register and/or received the Services.
 
2.    PARTNER’S OBLIGATIONS AND WARRANTIES
2.1    Organisation warrants that all the information provided to TeamUnify is true and accurate and acknowledges that TeamUnify is relying upon such information in relation to the provision of the Services.
2.2    Organisation agrees to co-operate fully with TeamUnify and provide any assistance required to supply the Services, in particular, the Organisation (where applicable) shall do the following at its own expense: (i) provide TeamUnify with access to all of the internal and external systems (including third party systems licensed to Organisation) necessary for TeamUnify to provide the Services; and (ii) not to do anything, or omit to do everything, which could or would detrimentally affect the performance of the Services; and (iii) Use of the Services in a manner consistent with its intended use; and (iv) only complete and accept Transactions from bona fide sales; and (v) not use the services to engage in activities that fall within the restricted and prohibited uses (as set in Section B5 below) including but not limited to, facilitating and/or engaging in any fraudulent, unlawful, deceptive or abusive activity. 

3.    SECURITY
3.1    Organisation acknowledges and warrants that it is responsible for the security of all data (which includes personal data) in its possession or control. When using data (including personal data) in conjunction with the Services, the Organisation will only use such data as permitted by this SE Payments Agreement or other agreements between TeamUnify and Organisation. 
3.2    Organisation is responsible for preventing the compromise of the Organisation’s Service Accounts credentials, and for ensuring that the Organisation’s Service Accounts are not used, accessed or modified without authorisation. If TeamUnify or the Payment Processor reasonably believes that an unauthorised access of the Organisation’s Service Accounts has occurred, the Organisation will cooperate with TeamUnify and/or the Payment Processor to provide information reasonably necessary to help mitigate the impact of any such access, and TeamUnify and/or Organisation may take such steps as are reasonable to address the unauthorised access. The Organisation agrees that TeamUnify and/or the Payment Processor are not liable for any losses, claims or damages arising from the Organisation’s failure (including negligence) to comply with its obligations under Sections B2 and B3.

4.    COMPLIANCE AND INFORMATION SHARING
4.1    Organisation warrants that it shall comply with the requirements of all applicable laws, rules, regulations and orders of any governmental or regulatory body having jurisdiction applicable to the Organisation’s business and in connection with this SE Payments Agreement and the Payment Processor Terms
4.2    Organisation agrees that TeamUnify is permitted to contact and share information about the Organisation, its Service Accounts and Transactions with necessary third parties (including the Payment Processor) in order to perform the Services. This includes (i) for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Services, (iii) to create and update Member records (where requested); and (iv) to conduct risk management processes.

5.    RESTRICTED AND PROHIBITED USES
5.1    The Organisation is prohibited from using the Services and warrants that it will not use the Services to submit or accept Transactions, in connection with businesses, business activities or business practices as set out on the Payment Processor’s Prohibited Businesses list. 
5.2    In addition to any other requirements or restrictions set forth in this SE Payments Agreement, the Organisation shall not: (i) submit or knowingly submit any Transaction for processing that does not arise from sale of goods or services to a Member, (ii) submit or knowingly permit any Member or third party to submit any Transaction that is illegal or that the Organisation should have known to be illegal or fraudulent and (iii) use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

6.    SUSPICION OF UNAUTHORIZED OR ILLEGAL USE 
6.1    Without prejudice to any other rights or remedies, TeamUnify reserve the right to terminate suspend the Services in respect of any Transaction the Organisation submits which is reasonably believed, in TeamUnify’s sole discretion, to be in violation of this SE Payments Agreement, any other agreement including the Payment Processor Terms, or exposes the Organisation, TeamUnify or the Payment Processor or any other third party, to any actual or potential risk or harm.

C.     FEES AND PAYMENT TERMS

    Definitions:
Card Network Fee means Interchange, for Visa and Mastercard Transactions. 

Financial Service Intermediaries means entities involved in the authorization, processing or settlement process for Transactions, and includes acquiring banks, payment service providers and gateways.

Interchange means the interchange fee charged by Visa and Mastercard for the processing of Visa and MasterCard Transactions, determined in accordance with the interchange rate tables made generally available by Visa and MasterCard.
Network Cost means the Card Network Fees and all other amounts imposed by Financial Service Intermediaries that are attributable to each Transaction. Network Cost includes any associated Taxes. 
Foreign Exchange (FX) means where a Transaction is made by an end-customer in a different currency that is to be paid to the Organisation. In such instance a FX charged is applied.

1.    FEES
1.1    The Fees for the Services will be presented to the Organisation at the online order form (“Payments Service Fees”). 
1.2    The Payments Service Fees are inclusive of: (i) fees that are due to the Payment Processor for Payment Processing. Any such fees owed to the Payment Processor shall be paid pursuant to the Payment Processor Terms (“Payment Processor Fees”); (ii) Network Costs; and (iii) FX; together the Payments Service Fees, Payment Processor Fees, Network Costs and FX, collectively referred to as the Fees. 
1.3    TeamUnify reserve the right to change (decrease or increase) the Fees at any time, subject to giving the Organisation thirty (30) days’ notice. 
1.4    Unless otherwise stated, the Fees are exclusive of any applicable Value Added Tax (VAT), Goods and Service Tax (GST), sales, use or similar Tax (collectively “Taxes”). The Organisation is responsible for determining what, if any, Taxes apply to the sale of its goods and services, made via the Services. 
1.5    The Services will be provided in the currency of where the Organisation is based.

2.    FEES INDEMNITY 
2.1    TeamUnify has agreed to indemnify and hold the Payment Processor harmless for some, and in some cases, all of the Organisation’s unpaid Payment Processor Fees and other liabilities occurring under Payment Processor Terms.  In so far as TeamUnify becomes liable to the Payment Processor or any other third party for any Fees or other liabilities under or in respect of the Payment Processor Terms or this SE Payments Agreement, the Organisation shall be liable to pay TeamUnify (on written demand) and indemnify TeamUnify against any and all such liabilities.

D.     GENERAL LEGAL TERMS

1.    TERMINATION 
1.1    Without affecting any other right or remedy available to it, either party may terminate this agreement immediately, by giving notice to the other, if the other party: (i) commits a material breach of any term of this SE Payments Agreement which is irremediable or (if such breach is remediable) fails to remedy such breach within thirty (30) days’ of receiving written notice of such breach; (ii) repeatedly breaches any of the terms of this SE Payments Agreement; (iii) ceases, suspends, or threatens to cease or suspend, to carry on its business or payment of its debts; and/or (iv) is subject to a bankruptcy or winding up order or similar action
1.2    Without prejudice or affecting any other right or remedy available, TeamUnify may terminate this SE Payments Agreement, without any liability to the Organisation, if: (i) any of the circumstances at Section D1.1 occur; or (ii) the agreement between TeamUnify and the Payment Processor is terminated (howsoever caused); (iii) TeamUnify in its sole discretion reasonably believes that the Organisation presents a significant credit or fraud risk.

2.    EFFECTS OF TERMINATION 
2.1    Upon termination (howsoever caused) any Licences granted to the Organisation under this SE Payments Agreement shall cease with immediate effect.  
2.2    Upon termination (howsoever causes) the Organisation will: (i) immediately discontinue to access the Services and have no further rights or access to use the Services; (ii) cease from accepting any new Transactions through the Service; (iii) not be entitled to a refund or compensation for any payments for the Services made before the moment of termination of the Agreement. 
2.3    Upon termination (howsoever caused) TeamUnify will complete all pending Transactions but will have no obligation to process any new Transactions.  
2.4    Termination (howsoever caused) does not relieve the Organisation from its obligations as defined in this SE Payments Agreement and the Payment Processor may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this SE Payments Agreement, including but not limited to Fees or refunds, including any terms that survive in accordance with Section D9.5.
2.5    Unless determined otherwise, Termination of this SE Payments Agreement will not necessarily terminate any Agreement the Organisation has with TeamUnify (as applicable) for other services. 
2.6    For completeness, Termination of this SE Payments Agreement (howsoever caused) also terminates the agreement between Payment Processor and the Organisation.

3.    OWNERSHIP 
3.1    The Service is licensed and not sold as set out in the Licence terms above. TeamUnify reserve all rights not expressly granted to the Organisation in this SE Payments Agreement. 
3.2    Organisation may choose to or TeamUnify may invite the Organisation (including its officers, employees, agents, subcontractors and Members) to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Idea(s)”). By submitting any Idea, Organisation agrees that the disclosure of such Idea is gratuitous, unsolicited and without restriction and will not place TeamUnify under any fiduciary or other obligation, and that TeamUnify is free to use the Idea for its own commercial gain without any additional compensation to the Organisation. 

4.    WARRANTIES 
4.1    Both parties represent and warrant that (a) they have the authority to enter into this SE Payments Agreement and that their signatories (or person accepting the terms of this SE Payments Agreement) are duly authorised and empowered to bind the party on their behalf; and (b) they will comply with all applicable laws, ordinances, statutes, regulations and rules, and that they have the power to settle fully and completely all claims, causes of action, demands, charges and liabilities arising out of or relating to this SE Payments Agreement.
4.2    The Service and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, either express, implied, or statutory, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. 
4.3    TeamUnify will provide the Services in a professional and workmanlike manner and free from any unreasonable defects, and TeamUnify will use commercially reasonable means to fix any defect in the Services that may arise. Organisation shall use the Services only in accordance with this SE Payments Agreement.  Aside from these warranties, to the extent permissible by applicable law, the Services are provided without warranty of any kind, either express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or use. 
4.4    Without limiting the foregoing, TeamUnify do not warrant that the Service will meet the Organisation’s requirements; or, that Transactions will be processed within a set period of time; or,  that the Service will be available at any particular time or location; or, that the Service will function in an uninterrupted manner or be secure; or, that any defects or errors will be corrected; or, that the Service is free of viruses or other harmful components. Any subject matter downloaded or otherwise obtained through the use of the Service is downloaded at the Organisation’s own risk and the Organisation will be solely responsible for any damage to its property or loss of data that results from such download.

5.    LIMITATION OF LIABILITY
5.1    Nothing in this SE Payments Agreement shall limit or exclude either party’s liability for death, personal injury or damage to tangible property caused by a party’s negligence, fraud, fraudulent misrepresentation or any other liability that cannot be excluded by applicable law.
5.2    Notwithstanding any other rights a party may have under this SE Payments Agreement, unless specified otherwise neither party nor its affiliates will have any liability to the other party or any other person for any indirect, incidental, exemplary, special, punitive, reliance or consequential damages, including loss of profits, goodwill or reputation, arising out of or relating to this SE Payments Agreement, even if advised of the possibility of those damages, and whether arising out of breach of contract, tort or otherwise.
5.3    TeamUnify’s total aggregate liability to the partner in respect of all other losses arising out of or related to this SE Payments Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the aggregate amount of Fees paid or payable to TeamUnify during the six (6) month period immediately preceding the event giving rise to the claim for liability. 

6.    RULES OF INTERPRETATION
6.1    Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under it. 
6.2    Reference to one gender includes all genders, reference to the singular includes the plural and, in each case, vice versa, and reference to a person includes companies, firms and corporations. 
6.3    Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall, except in relation to Section D7.1, be deemed to be followed by the words “without limitation”, shall be construed as illustrative, and shall not limit the sense of the words, description, definition, phrase or term preceding such terms. 
6.4     Headings do not affect the interpretation of the terms of this SE Payments Agreement.

8.    INDEMNITY 
8.1    The Organisation will indemnify TeamUnify, its Affiliates, and the directors, employees and agents of each for losses paid or incurred by the TeamUnify to the extent arising out of (i) any claim relating to any material breach of any of the Organisation’s representations, warranties or obligations under this SE Payments Agreement; (ii) Organisation’s use of the Services, including any refunds, reversals, disputes, and any fees, penalties or fines imposed by the Payment Processor or third party or government entity as a result of the Organisation’s use of the Services; (iii) Organisation’s failure to describe or deliver goods or services as required by applicable law (including contractual obligations to Members); or (iv) Organisation’s negligence, wilful misconduct, or fraud. 
8.2    Organisation’s indemnification obligations in this Section D8, do not apply to the extent a loss would not have occurred but for TeamUnify’s; (i) breach of this SE Payments Agreement; or (ii) negligence, fraud or wilful misconduct.

9.    MISCELLANEOUS
9.1    This SE Payments Agreement shall constitute the entire understanding of the Parties and supersedes and extinguishes any and all prior understandings and agreements, whether written or oral, relating to its subject matter. 
9.2    No variation of this SE Payments Agreement shall be effective unless it is in writing from TeamUnify.
9.3    Failure or delay by TeamUnify to enforce, or partially enforce, any provision of this SE Payments Agreement shall not be construed as a waiver of any of its rights under this SE Payments Agreement. Any waiver by TeamUnify of any breach of, or any default under, any provision of this SE Payments Agreement by the Organisation shall be in writing and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of this SE Payments Agreement. 
9.4     If any term of this SE Payments Agreement, is found by any court to be wholly or partly illegal, invalid, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining term, and the remainder of such term, shall continue in full force and effect. In the event that such court decides that such term is not severable, the parties agree to substitute such term with a legal, valid, enforceable and reasonable term, which achieves, to the greatest extent possible, the same commercial effect as the original term.
9.5    Terms of this SE Payments Agreement which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) will survive termination of this SE Payments Agreement.
9.6    No provisions of this SE Payments Agreement are enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this SE Payments Agreement. 
9.7     The parties hereby acknowledge and agree that TeamUnify is an independent contractor and not an employee, agent, joint venture of the Organisation.
9.8     The formation, construction, performance, validity and all aspects of this SE Payments Agreement, including any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties agree that the courts of England & Wales shall have the non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.

E.     DATA PROTECTION

1.     ROLES OF TEAMUNIFY AND THE PAYMENT PROCESSOR
1.1    The Organisation acknowledges and understands that TeamUnify works with the Payment Processor to deliver the Services and therefore TeamUnify and the Payment Processor may collect, use, retain, disclose and safeguard certain personal data about the Organisation and its Members in order to deliver the Services and the Transactions respectively.  To the extent that TeamUnify and the Payment Processor do so, they shall each act as an independent data processor on the instructions of the Organisation, acting as a controller. Please see the Data Processing Agreement that govern the relationship between TeamUnify and the Organisation. The Payment Processor’s data processing terms can be reviewed via the Payment Processor’s Privacy Policy