NOTE: As part of any verified merchant onboarding, we require signed copies of our Verified Merchant Agreement - the agreement on this page is for informational purposes only and the agreement you sign(ed) as part of your onboarding supersedes the one displayed on this page and all clauses on this page.
Last Updated 9th July 2021
This Verified Merchant Agreement (“Agreement”), which begins on __________ (“Effective Date”) is a contract between __________________ hereinafter referred to as (“Client”, “you,” or “your”), and Astound Group Ltd. (“CTX,” “we,” “Company,”, or “us”).
Client and CTX being individually a “Party” and together the “Parties”, and applies to Client or Client’s End Users’ (as defined below) use of: (a) the CTX website located at www.CTX.com, the CTX API, and any associated CTX-hosted websites or mobile applications (collectively the “CTX Site”), and (b) any of the services provided to Client or to the users of Client’s products or services (collectively, “End Users,” “User(s)”)) by CTX (together with the CTX Site, the “Services”).
WHEREAS, Client desires to obtain access to the Company’s Services for itself and its End Users;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
CTX will provide you with access to our Services throughout the term of this Agreement. You may use these Services to refer End Users through CTX's transactional flows which are all subject to the requirements and limits found in the API Documentation and this Agreement. Within reasonable means, CTX may also provide, at no cost to Client, such integration and implementation services as may be required to expose API endpoints so that Client can successfully integrate the Service into Client’s user flow in-app, in a manner that allows End Users to use the Service without leaving the Client interface (collectively, the “Professional Services'').
2.2. Payment.CTX may collect a transaction fee from each End User as according to Exhibit A (each, a “Transaction Fee”). CTX and Client can agree to charge an additional fee in which the Client communicates to CTX and is described within Exhibit A (“Client Fee”).
2.3. Account.To operate the Services mentioned within this Agreement, Client will need to create an account and identify an administrative username and password (“Client Account”). You may provide access to your platform account to multiple platform employees or agents. You are solely responsible for the designation of such users and their privileges (e.g., view only vs. administrative read and write privileges) and any actions or inactions made by these employees and/or agents on your behalf.
2.4. API Keys.CTX will provide you with API keys for your account to interact with the production environment. Your API keys are Confidential Information (as defined in Section 3.12) of CTX. You are prohibited from selling, transferring, sub-licensing, or disclosing your API keys or other credentials to any third party, other than a service provider performing services on your behalf that has been disclosed to us in writing. You understand and agree that you are liable for any actions performed using your API keys, account credentials or other CTX credentials, except to the extent that such actions were enabled as the result of the negligent acts or omissions of CTX, its employees or agents.
2.5. Term.This Agreement will commence on the date of last signature and will continue thereafter for 1 year. Thereafter, this Agreement will automatically renew for successive one (1) year renewal terms (each a “Renewal Term”), unless either Party provides written notice of their intent not to renew at least thirty (30) days prior to the expiration of the then-current term.
2.6. No Exclusivity.This Agreement is not exclusive. Nothing in this Agreement will prevent Client from obtaining services that are similar to or competitive with the Services from any third party.
2.7. Termination.Either party may terminate this Agreement at any time upon 60 days’ written notice. Either party may terminate this Agreement for cause if the other party has breached this Agreement and fails to cure such breach within thirty (30) days of receipt of notice of the breach from the non-breaching party.
2.8. Expenses.CTX agrees to reimburse any pre-approved out of pocket expenses incurred by Client in connection with the Services, including, but not limited to, travel expenses, audit fees, tax fees, payroll service fees, etc.
2.9. Ownership.You agree and acknowledge that, as between the parties, we own all right, title and interest to and in the Services, the associated software, technology tools and content, the content displayed on the website, the CTX Marks (defined below) and other materials produced by and related to CTX (collectively, the “CTX IP”). You are only permitted to access the Services according to this Agreement. We hereby grant you a personal, limited, non-transferable license to use CTX’s name, logos, and trademarks solely for the purpose of identifying CTX as the provider of the Services and in accordance with the terms and conditions of this Agreement. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the CTX IP; except that nothing in this Agreement will restrict Client from or subject Client to liability for allowing third party distributed applications to utilize the Services via the Client product interface. CTX IP shall be treated as CTX Confidential Information hereunder. You shall not prepare any derivative work based on the CTX IP, nor shall you translate, reverse engineer, decompile or disassemble the CTX IP. All rights not expressly granted herein are reserved.
2.10. Advertising.Client acknowledges and agrees to grant CTX a personal, limited, non-transferable license to use Client’s name, logos, and trademarks solely for the purpose of identifying Client as a customer of the Services and in accordance with the terms and conditions of this Agreement. CTX shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Client IP. Client IP shall be treated as Client Confidential Information hereunder. CTX shall not prepare any derivative work based on the Client IP, nor translate, reverse engineer, decompile or disassemble the Client IP. All rights not expressly granted herein are reserved.
2.11. Return of Materials.Each party agrees that upon termination of this Agreement, it will return to the other party (or, at the request of the other party, destroy) all Confidential Information of the other party (including, without limitation, drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the other party), and certify in writing that it has done so. Receiving party will not retain any such materials from the disclosing party.
2.12. How we Collect, Use and Share Information.Except as expressly provided in this Agreement, the parties agree that, for the Term (and at all times thereafter), the parties shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement any Confidential Information (defined below) furnished to it by the other party hereto pursuant to this Agreement. Without limitation upon any provision of this Agreement, each of the parties shall be responsible for the observance by its employees, agents, contractors, consultants, advisors, financial investors (including prospective investors), and other similarly situated third parties (collectively, “Representatives”) of the confidentiality obligations set forth in this section 3.11 and this Agreement, generally.
2.14. “Confidential Information”means: (a) the terms and conditions of this Agreement, and (b) all confidential or proprietary information disclosed, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is either identified as confidential at the time of disclosure or which by its context should be understood to be confidential or proprietary to the disclosing party. Information disclosed by a disclosing party shall not be deemed Confidential Information, to the extent that the receiving party can establish by competent written proof that such information:
2.15.1. was already known to the receiving party, other than under an obligation of confidentiality owed to the disclosing party, at the time of disclosure;
2.15.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure hereunder to the receiving party;
2.15.3. becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party;
2.15.4. is independently developed by the receiving party without reference to any Confidential Information disclosed by the disclosing party; or
2.15.5. is subsequently disclosed to the receiving party without restriction on its use or disclosure by a person other than the disclosing party without breach of any legal obligation to the disclosing party.
2.15 Confidential Information DisclosureReceiving party agrees that it may not disclose the other party’s Confidential Information to any third party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party: (i) as for the terms and conditions of this Agreement, to its Representatives on a need to know basis, but only to the extent necessary to pursue the purposes set forth in this Agreement, and for no other purpose, and provided that each Representative is bound by confidentiality obligations no less stringent than the terms of this section 3.12, and provided that the receiving party is and remains responsible for the acts and omissions of its Representatives hereunder, or (ii) to the extent such disclosure is reasonably necessary in connection with (a) complying with applicable governmental regulations, laws, or court orders, or otherwise submitting information to tax or other governmental authorities, or (b) otherwise exercising its rights hereunder, provided that if a party is required to make any such disclosure of the other party’s Confidential Information, other than pursuant to a confidentiality agreement, it shall give reasonable advance notice to the other party of such disclosure, to the extent permitted by applicable law, and shall cooperate with the other party in any effort by the other party to secure a protective order blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information. Each party agrees to promptly notify the other party of the circumstances surrounding any inadvertent disclosure of Confidential Information
2.16. Account Statements.CTX will provide you with a dashboard where you’re able to login and verify your End Users’ account transaction and settlement history. Should you identify an error in the statement, you must notify us of such error within 30 calendar days.
2.17. Taxes.It is each party’s sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with its performance under this Agreement and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. For the sake of clarity, Client will not owe any fees to CTX pursuant to this Agreement, and Client will not be responsible for any act or omission of any End User hereunder.
2.18. Communication and Support.CTX will provide all necessary technical support for the Services, both to Client and to its End Users, at all reasonable times, at no additional cost. CTX may offer documents and supporting materials to help with additional questions and all technical issues regarding CTX’s services.
For the purposes of this Agreement, the following definitions will apply: (i) “Applicable Laws” means all laws, regulations applicable to a party pursuant to this Agreement; and (ii) “Data Protection Laws” means the Applicable Laws applicable to Client related to data protection legislation (including, without limitation, the General Data Protection Regulation). CTX acknowledges and agrees that it will act as a data processor under Applicable Laws and Data Protection Laws, and CTX warrants that it will comply with all Applicable Laws and Data Protection Laws pursuant to this Agreement.
3.2. Warranties.CTX hereby warrants and represents as follows: (i) that is has all requisite power and authority to enter into this Agreement, and to grant the rights and licenses granted herein; (ii) that the entering into, and performance of, this Agreement by CTX does not and will not breach or conflict with any agreement or understanding to which CTX is or becomes a party; (iii) that the Service, the Professional Services, and any other deliverables provided or made available by CTX hereunder, as well as any services performed hereunder, will be provided and performed in compliance with all Applicable Laws (including, without limitation, Data Protection Laws); (iv) that it will provide the Service and perform its obligations hereunder with due skill and care, in a professional and timely manner, in accordance with industry standards; (v) that the Service, the Professional Services, and any other deliverables provided or made available by CTX hereunder do not and will not contain any viruses, worms, Trojan horses, trap doors, or any other code, file, or program designed to disrupt, disable, damage, or limit the functionality of any software, system, or equipment; (vi) that the Service and Professional Services will perform and function in accordance with their respective documentation and any other materials made available to Client or any End User; and (vii) that Client’s use or provision of the Service will not subject Client to any claim for infringement of the intellectual property rights of any third party.
3.3. Limitation of Liability.EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 3.5 OR A BREACH OF ITS OBLIGATIONS IN SECTIONS 2.12, 2.13, 2.14, OR 3.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT (EXCEPT TO THE EXTENT LOST PROFITS ARE DIRECT DAMAGES) OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 3.5 OR A BREACH OF ITS OBLIGATIONS IN SECTIONS 2.11, 2.12, 2.13, 2.14, 3.1, OR 3.2, EACH PARTY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE TOTAL FEES EARNED BY US IN CONNECTION WITH YOUR (AND YOUR END USERS’) USE OF THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
3.4. No Other Warranties.EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE). WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE DO NOT WARRANT THAT THE SERVICES: WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
3.5. Indemnification.Each party shall indemnify, hold harmless, and defend the other party and its directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees and costs, arising from or relating to: (a) a breach of the indemnifying party’s representations, warranties, covenants or obligations under this Agreement, (b) any gross negligence or willful misconduct of the indemnifying party; (c) any action or suit relating to a claim that the Services, the Professional Services, or any other deliverables or services provided by CTX (as the indemnifying party) infringe, misappropriate or violate a third party’s intellectual property rights; or (d) any action or suit that arises out of CTX’s (as the indemnifying party) or Client’s (as the indemnifying party) or their respective employees’ or agents’ violation of any statute, ordinance, or regulation (including, without limitation, Applicable Laws or Data Protection Laws). Further, CTX shall indemnify, hold harmless, and defend Client and its directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability including reasonable attorneys’ fees and costs, arising from or relating to any action or suit relating to a claim that the Services were improperly performed. Each party agrees that the other party shall have the right to participate, at its expense, in the defense of any such claim through counsel of its own choosing.
3.6. Indemnification Procedure.The obligations of either party to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification: (a) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought; (b) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (c) allowing the indemnifying party to control the defense and settlement of such claim (provided that the indemnifying party may not settle any claim in a manner that would attribute wrongdoing or any other liability to the indemnified party without the indemnified party’s prior written consent).
3.7. Entire Agreement.This Agreement and its Exhibits represent the entire understanding between you and us with respect to the matters discussed. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.
3.8. Assignment.This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by either party, in whole or in part, by operation of law or otherwise, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with a party, without the other party’s prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
3.9. Survival.Sections 2.9, 2.10, 2.11, 2.12, 2.14, 3.1, 3.2, 3.3, and 3.5 through 3.17 will survive the termination or expiration of this Agreement for any reason.
3.10. Amendment.This Agreement may not be modified or amended, nor will the rights of either party be deemed waived, except by an agreement in writing signed by authorized representatives of Client and CTX.
3.11. Waivers.No waiver of any provision hereof or of any right or remedy hereunder will be effective unless in writing and signed by the party against which such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder will constitute a waiver of any other right or remedy, or future exercise thereof.
3.12. Notices.All notices provided hereunder will be in writing, delivered personally, by e-mail or sent by overnight courier, registered or certified mail to the addresses specified below or such other address as may be specified in writing by notice given in accordance with this Section. All such notices will be deemed to have been given: (a) upon receipt when delivered personally; (b) upon receipt when delivered by email; or (c) in the case of overnight courier, one weekday after delivery to the overnight courier.
3.13. Severability.Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement. 3.14. Governing Law and Jurisdiction.
This Agreement will be governed by the law of England. 3.15. Force Majeure.
Neither you nor we will be liable for delays or errors in processing or other nonperformance caused by such events outside our respective reasonable control such as, without limitation, fires, explosions, lightning, telecommunications, utility, or power failures, power surges, equipment failures, labor strife, riots, war, nonperformance of our respective vendors or suppliers, business risks, such as failures, unavailability, or disruptions of stock markets or currency exchange, acts of God, civil disturbances, inability to obtain parts or supplies or network access, fuel or energy shortages, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
3.16. Independent Contractors.The parties are independent contractors, and nothing contained herein shall be deemed to create a relationship of employment, partnership, principal and agent, or joint venture between Client and CTX. Neither party shall have the power or authority to make any commitments, undertakings or agreements in the name of and/or on behalf of the other, whether verbal or written, and will not hold itself out as having any such power or authority.
3.17. Counterparts.This Agreement may be executed in any number of counterparts and each such executed counterpart will be deemed to be an original instrument, but all such executed counterparts together will constitute one and the same instrument.
