Smartpay fuse TRIAL TERMS AND CONDITIONS

This Smartpay Fuse Trial Agreement ("Agreement") is made by and between Barclays Bank Plc T/A Barclaycard Payments ("Barclaycard Payments"), and You. By You clicking the "Accept" button at the bottom of this page, You and Barclaycard Payments agree as follows:

1. PURPOSE

1.1 This Agreement sets forth the terms and conditions under which You will evaluate the Smartpay Fuse Trial Service (defined below) offered by Barclaycard Payments.

1.2 This Agreement is a binding legal agreement between you and us for providing the Smartpay Fuse Trial Service.

1.3 By using the Smartpay Fuse Trial Service, you agree to keep to these terms and conditions. If you do not agree to these terms and conditions, please do not use the Smartpay Fuse Trial Service.

1.4 In this Agreement:

1.4.1 ‘We’, ‘us’, ‘our’ means Barclays Bank PLC (including any successor) or any business or other person we may transfer or assign our rights or obligations to under this Agreement. ‘You’, ‘your’ means the person or organisation who we have agreed to provide the Smartpay Fuse Trial Service to, including anyone acting on their behalf. If two or more people are being provided with the Smartpay Fuse Trial Service in line with this Agreement, each of you is responsible to us individually as well as jointly. If you are an individual, references to ‘you’ and ‘your’ includes your personal representatives after your death.

1.4.2 When we refer to any enactment, it will include any amendment, addition or replacement and any legislation made under it. When we refer to any document, we mean that document as in force for the time being and as amended, updated or replaced (or both) from time to time.

1.4.3 The words ‘other’, ‘includes’, ‘including’, ‘for example’ and ‘in particular’ do not limit any words that may come before them and you must not limit the scope of any words that follow in terms of their meaning if it is possible to give them a broader interpretation. Any obligation to do or not do something includes an obligation to arrange for that to be done or not done (whichever is relevant).

1.4.4 Words denoting people include individuals and bodies corporate, partnerships, unincorporated associations and other organisations (in each case, wherever they live and for whatever purpose) and vice versa.

2. DEFINITIONS

2.1 When used in this Agreement, the capitalized terms listed below will have the following meanings:

2.1.1 “Affiliate” means any person controlled by, controlling or under common control with Barclaycard Payments.

2.1.2 “Losses” means any and all losses, claims, damages, costs, charges, expenses (including all legal and administration expenses), liabilities, demands, proceedings and actions and any fine or penalty made by a scheme or any regulatory body.

2.1.3 “Scheme” means a payment scheme or method which we approve, including Visa, MasterCard (including Maestro) and any other card scheme we approve for payment acquiring from time to time.

2.1.4 “Security details” has the meaning given in condition 2.3.2.

2.1.5 “Smartpay Fuse” means those Internet commerce services of Barclaycard Payments provided to internet merchants including, but not limited to payment gateway, payment processing, fraud control, reconciliation, reporting, settlement and other trial services set out on the Smartpay Fuse Internet Site. (each a "Service" and collectively the "Services").

2.1.6 “Smartpay Fuse Internet Site” means the various Smartpay Fuse web pages on our websites at:

(a) www.barclaycard.co.uk/paymentacceptance; and

(b) https://developer.smartpayfuse.barclaycard

or at any other location we may tell you about.

2.1.7 "Smartpay Fuse Trial Service" means the limited trial version of Smartpay Fuse we give you under this Agreement.

2.1.8 "Testing Guide” means the testing guide provided on the Smartpay Fuse Internet Site at https://developer.smartpayfuse.barclaycard/hello-world/testing-guide-v1.html (as updated and amended from time to time.

2.1.9 “Trial card” means a trial payment card which we provide to you as set out in the Testing Guide to be used in relation to the Smartpay Fuse Trial Service in line with this Agreement.

2.1.10 “Trial card transaction” means a test a test transaction you carry out using a trial card.

3. Your responsibilities

3.1 Smartpay Fuse Trial Service

3.1.1 Your use of the Smartpay Fuse Trial Service will be limited to the use set out in this Agreement and only so you can evaluate Smartpay Fuse.

3.1.2 In particular, you must not process, attempt to process or settle real payment transactions under the Smartpay Fuse Trial Services. You will not test the Smartpay Fuse Trial Service for capacity, throughput, or speed.

3.1.3 You will follow instructions set forth in relevant documentation regarding the integration, installation, or configuration of the Smartpay Fuse Trial Service with your systems.

3.1.4 You will not, directly or indirectly, access or attempt to access the Smartpay Fuse Trial Service in any way not intended by us under this Agreement.

3.1.5 We will not provide any direct assistance, technical or otherwise with regards to the Smartpay Fuse Trial Service.

3.1.6 If you want to subscribe to our live Smartpay Fuse services after your trial use of Smartpay Fuse under these Smartpay Fuse Trial Service, you must enter into a new agreement with us governing how you use Smartpay Fuse, and as soon as you do so these Smartpay Fuse Trial Service will end.

3.1.7 If you want to subscribe to our live Smartpay Fuse services, you will have to:

(a) If you do not already have an existing merchant services agreement in place with us, enter into a merchant services agreement with us; and

(b) Agree to our additional service conditions for Smartpay Fuse.

3.2 Trial card transaction details

3.2.1 You must only send us trial card transaction details using the Smartpay Fuse Trial Service. You must not send to us details of any real payments (live or personal card PANs, digital wallets or account details of alternate payment methods).

3.2.2 If you fail to keep to condition 3.2.1 above, we may suspend or end your access to the Smartpay Fuse Trial Service without giving you notice beforehand.

3.2.3 Any trial card transaction submitted by your system to the Smartpay Fuse Trial Service will conform to the requirements set forth in the relevant documentation, including, but not limited to, those requirements regarding data fields, data elements, accuracy of data, and completeness of data.

3.3 Security requirements

3.3.1 You must keep to all security requirements set out on the Smartpay Fuse internet site.

3.3.2 We will give you a unique username and password (‘security details’) to use the Smartpay Fuse Trial Service. You must keep the security details secure and confidential at all times and you must not reveal them to anyone else (including employees, agents and subcontractors) without our written permission beforehand. If we allow you to reveal the security details to anyone else, you are responsible for making sure that they use the security details in line with this Agreement and that they keep the security details secure and confidential at all times.

3.3.3 If your security details are lost, stolen, copied or otherwise revealed or someone else accesses the Smartpay Fuse Trial Service without your permission, you must tell us immediately.

3.3.4 You must make sure that your method of internet access is secure at all times. If you plan on remotely accessing the Smartpay Fuse Trial Service, you must make sure that your method of connection is secure.

3.3.5 You must take all steps necessary to make sure that on each occasion before you access the Smartpay Fuse Trial Service, your system is free from any virus which may have a negative effect on how the Smartpay Fuse Trial Service operate or which may compromise the security requirements referred to in this Agreement.

3.3.6 You must not allow anyone else to carry out or attempt to carry out any payment transactions or trial card transactions using the Smartpay Fuse Trial Service using your security details.

3.3.7 You shall be permitted to create additional user access credentials for your employees, agents and subcontractors to use the Smartpay Fuse Trial Service and such individuals shall ensure that they keep their own security details secure according to the terms of this Agreement.

3.4 Trial software

3.4.1 By entering this Agreement, we are granting you a non-exclusive, nontransferable (in any way or form, including using a sub-licence), royalty-free licence or sub-licence (whichever applies) to use the collective set of programmes and data we operate and provide to you with the Smartpay Fuse Trial Service (the ‘trial software’) only on the terms set out in this Agreement. We may withdraw the licence or sub-licence (whichever applies) at any time.

3.4.2 Nothing in this Agreement will be taken to be a transfer or assignment of the trial software to you by reason of your use of it as allowed under the terms of this Agreement. Ownership, title and interest in the trial software (including all intellectual property rights) will stay ours or our licensors (whichever applies) and any new rights will belong to us or our licensors (whichever applies) and you must maintain without any changes all ownership notices.

3.4.3 Except to the extent allowed by law or as provided in this Agreement, you must not modify, reverse engineer, decompile, disassemble, distribute, sublicence, sell, rent, lease, charge, give or in any way transfer by any means or in any medium, including telecommunications, the trial software. You must keep confidential the trial software and protect it from unauthorised use, copying or dissemination, and you must tell us as soon as reasonably possible after you become aware of any failure to meet the above.

3.4.4 As far as we are allowed by law, we disclaim all warranties, conditions or other terms, either express or implied, including implied warranties of satisfactory quality and fitness for a particular purpose for the trial software. Any implied warranties that cannot be excluded are limited to 90 days or the shortest period allowed by law, whichever is greater.

3.4.5 If this Agreement ends, the sub-licence granted under it will automatically end and you must:

(a) Immediately stop using the trial software and make sure that anyone else with access to the trial software immediately stops using it; and

(b) Within 30 calendar days of it ending, make sure you either return or destroy (we will decide which) all copies of the trial software which you have or control. If we request you to destroy it, you must confirm to us that you have done this and not kept any copies.

4. Using your data

4.1 You acknowledge and agree that the Smartpay Fuse Trial Service are for evaluation only and are not suitable for live data to be submitted into the Smartpay Fuse Trial Service.

4.2 By agreeing to use the Smartpay Fuse Trial Service, you acknowledge and agree that in respect of all data collected we will be a data controller of personal data and it shall be processed in line with our Barclaycard privacy notice at https://www.barclaycard.co.uk/business/privacy-and-cookie-policy. You agree that we may contact you (in line with condition 12 below) to discuss the Smartpay Fuse Trial Service and whether you wish to subscribe to our live Smartpay Fuse service.

4.3 You agree the Barclaycard privacy notice forms part of the agreement, and that we and you must keep to it. You must make sure that your employees, staff, agents, subcontractors or others acting on your behalf have seen the Barclaycard privacy notice, as it will also apply to any personal data we collect about them.

5. Indemnity under this Agreement

If a claim is made or a defence is raised against us because of something you (or anyone acting on your behalf) do or fail to do, or if you break this Agreement, you must indemnify (meaning, in plain English, making good each other’s losses) us. This means that you must pay the full amount of our losses relating to or in connection with any claim, defence or for breaking this Agreement. This includes full investigation, administration and legal costs.

6. Limitations on our liability

6.1 You acknowledge that we are providing you with the Smartpay Fuse Trial Service on a trial basis without charge. You also accept and agree that neither we nor our affiliates will be liable to you for any losses you or anyone else may suffer in connection with the Smartpay Fuse Trial Service. Neither we nor our affiliates will be liable to you if we or our agents or service providers cannot carry out our responsibilities under this Agreement as a result of anything that we cannot reasonably control. This includes, but is not limited to, any:

6.1.1 Machine, data-processing system or transmission link failing to operate properly;

6.1.2 Industrial disputes taking place; or

6.1.3 Natural disaster, other parties’ strikes or lockouts, war, invasion of armed forces, insurrection or any other event beyond our control.

6.2 Neither we nor our affiliates will be liable to you in any circumstances for any of the following losses arising under or in connection with this Agreement.

6.2.1 Any type of indirect or consequential loss whatsoever.

6.2.2 Any loss (in each case, whether the loss is direct or indirect or consequential) of business, reputation, opportunity, profit, interest, goodwill, revenue or expected savings.

6.3 If you want to make a claim against us or our affiliates in relation to this Agreement, you must give us notice in writing and provide full details of your claim and alleged losses as soon as you become aware of your claim. In any event, you must do this within 9 months after you become aware or should have become aware about your claim. If we ask you for any further information on your claim, you must give us this within 30 days of our request.

6.4 If you fail to give us notice about any claim in line with the timescales in condition 6.3 above, we and our affiliates will have no liability to you for that claim and you agree that the claim will be waived and barred.

6.5 Nothing in this Agreement will limit or exclude our or your liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.

7. Confidentiality

7.1 You must treat any information you receive from us about the Smartpay Fuse Trial Service as confidential, and unless set out differently in this Agreement, you must not reveal or use that information. You must keep the information safe and must tell us immediately if the information is stolen, compromised or revealed in any way.

7.2 Nothing in this Agreement prevents you from revealing any information which is public knowledge or from keeping to a legal duty to supply information.

7.3 You agree that we may give any information we have about you to any of our affiliates.

8. Term, changing and ending this Agreement

8.1 This Agreement will begin on the date that we first give you access to the Smartpay Fuse Trial Service and (without affecting conditions 3.1.6, 8.2 and 8.3) will continue for the period of time you and us agree to, after which this Agreement will automatically end.

8.2 As we provide the Smartpay Fuse Trial Service for free, you acknowledge and agree that:

8.2.1 We may change these terms and conditions at any time by giving you notice in writing. For the purposes of any notice we send to you, ‘in writing’ includes letters, emails or online methods of communication. For the purposes of any notice you send to us, it means letters only; and

8.2.2 We may suspend or end the whole or any part of the Smartpay Fuse Trial Service at any time.

8.3 You may end the Smartpay Fuse Trial Service at any time by giving us written notice.

8.4 When this Agreement ends (i) you will continue to be liable to us for all responsibilities which arose before the date this Agreement ends; and (ii) it will not affect the coming into force or continuation in force of any condition in this Agreement, which is (whether expressly or not) intended to come into force or continue in force on or after this Agreement ends, including conditions 2, 4, 5, 6, 7 and 10.

9. Transfer

9.1 You acknowledge that this Agreement is personal to you. You must not subcontract, assign or otherwise transfer any of your rights or responsibilities under this Agreement to any other person.

9.2 We may assign, transfer or subcontract any of our rights or responsibilities (or both) under this Agreement to anyone we choose.

9.3 If any condition or part of this Agreement is or becomes illegal or cannot be enforced, then it will be treated as being deleted from this Agreement and it will not affect the enforceability of the other conditions or parts of this Agreement.

10. Rights of Third Parties

No other person will have any rights to enforce the conditions of this Agreement under or by virtue of  the Contracts (Rights of Third Parties) Act 1999, except for any of our affiliates.

11. Law

This Agreement is governed by the laws of England and Wales. You and we agree that any disputes relating to this Agreement will be dealt with by the courts of England and Wales, unless we decide to bring proceedings elsewhere, whether at the same time or not.

12. Contacting you

12.1 Any notice given under or in connection with the agreement must be in writing. For the purposes of any notice we send you, ‘in writing’ includes by letter, email or online method of communication. For the purposes of any notice you send us, ‘in writing’ means by letter only.

12.2 We may send any written notice to your registered office, or to the latest email address or place of business we have for you. You must keep us up to date with your contact details, including your postal address, phone number and email address, at all times.

12.3 Except when where we are sending you notice, we may contact you by phone.

13. Complaints procedure

13.1 We want to hear from you if you feel unhappy about the service you have received from us. Letting us know your concerns gives us the opportunity to put matters right for you and improve service to all our customers. You can complain in person by visiting our Barclaycard head office in Northampton, in writing, by email or by phone. You can get details of our procedures for handling complaints from our Customer Services Department by contacting them on 0800 161 5350* or at www.barclaycard.co.uk/paymentacceptance.We may monitor or record calls to maintain high levels of security and quality of service.

Your Organization ID is effectively the name of your account, representing your company in our system. You will need this Organization ID when identifying yourself to us both in the code that you write and any written / spoken communications that you have with us. Once your Organization ID is created and used, it cannot be easily renamed.

Your Organization ID should be a memorable string of letters, numbers, and/or underscores (_). In addition, do not use a Organization ID shorter than 6 characters and longer than 25 characters unless absolutely necessary, avoiding generic words such as web, online, or internet unless accompanied by your company name. Use a Organization ID which is easily and independently identifiable as belonging to your business and is not too complex as to cause confusion if you were to have to read it out loud. If you are registering multiple Organization IDs, we highly recommend that you follow a naming convention that clearly differentiates the purpose of each Organization ID.

Good examples include my_company, mycompany_usd, mycompany_aplatform or mycompany_uk.

Bad examples include 15426_web_487, our_web_store_online or 1545163516.

After your Organization ID is created and used, it cannot be easily renamed.