Terms and conditions: Payzone retailers

Last updated: August 2024

This Agreement is made between Payzone Ireland Ltd having its registered office at 4 Heather Road, Sandyford Industrial Estate, Dublin 18 (“the Company” which expression shall include its successors and assigns) of the one part and the Retailer (“the Retailer”) of the other part.

It is agreed as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

• Acceptance Date: The date of Payzone’s notification that the Application Form has been accepted by Payzone.
• Agreement: The combined provisions of the Application Form and these terms and conditions.
• Application Form: The Payzone Customer Order Form (PZ01D2).
• Consent: Freely given, specific, informed, and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
• Fees: All charges due from the Retailer including fees, late payment charges, consumables, aborted site visits.
• Codes: Pre-paid cellular phone code number or similar code numbers issued by the Partner to be distributed to the Retailer in various monetary denominations via the TERMINAL, OR SOFTWARE (as defined) permitting prepaid credit attaching to that particular code number to be transferred to accounts of pre-paid cellular phone company customers.
• Minimum Term: The length of the Agreement as specified in the Application Form.
• Partner: Any organisation the Company is contracted to provide services for.
• Rental Fee: The charge for the use and hire of Payzone equipment as specified on the Application Form.
• Retailer: The sales agent.
• Services: The collection of payments on behalf of Partners.
• Server: Any computer and associated equipment, for example, modem or router, on which the software has been installed.
• SCIM: The card accepting device supplied to the Retailer for the purpose of processing smart card services.
• Software: Software developed by the Company to facilitate the sale of Codes or Services through Tills at the premises of the Retailers.
• Terminal: Any electronic Terminal, till software, and associated equipment, for example, modem or router, to be supplied by the Company to the Retailer hereunder.

2. Supply of Terminal or Software

The Company agrees to supply a Terminal or Software to the Retailer in accordance with this Agreement, which will be used for the carrying out by the Retailer of the sale of the Codes or Services and other electronic transactions.

3. Payment Terms

3.1. In respect of sales of Codes or Services, the Retailer will remit to the Company the amount in which the particular Codes or Services are denominated:

• (a) inclusive of VAT
• (b) Less the agreed margin due to the Retailer on the credit terms agreed.

3.2. In respect of other transactions carried out by means of the Terminal or the Software, the Retailer agrees to pay any transaction charges, fees, and penalties due to the Company and to remit to the Company any sums which the Company is required to collect from the Retailer on behalf of others, and the Retailer agrees to pay and/or remit the said charges, fees, penalties, or sums in accordance with agreed credit terms.

3.2.1. Fees and penalties due to the Company will include the following:

• (a) For all direct debits returned by the Retailer’s bank a fixed penalty of €60 will be charged. The returned direct debit and fixed penalty must be paid into the bank account of the Company before the terminal is reactivated.
• (b) For all copy invoice requests a flat fee of €3 will be charged per invoice.
• (c) Interest at a rate of 21% will be applied to all balances which are greater than 30 days beyond credit terms.
• (d) All Retailer invoices will be issued via email. Any requests for invoices by post will incur an additional charge.
• (e) We may contact you from time to time via email or phone call in relation to the operation of your account.

3.2.2. The Retailer will be entitled to withdraw the Application Form for up to 5 days after the Acceptance Date provided Payzone receives written notice of the Retailer’s wish to do so within those 5 days.

3.2.3. The Retailer will remit all of the Fees, Rental Fees, Processing Fees, and sums referred to above in this clause 3 by direct debit. The Retailer will ensure that there are sufficient funds in the Retailer bank account to meet each correct direct debit request from the Company who will be entitled to claim such amounts from such account at any time on or after the payment collection date for the relevant transaction period.

3.2.4. In the case of central billing sites, the Company will invoice individual Retailers and the head office of the Retailers on a weekly basis, and it is agreed that the charges, fees, and sums referred to in clause 3.1 and 3.2 above will be paid in accordance with the agreed terms & conditions.

3.2.5. The Company shall be entitled to vary any agreed margin or credit terms described in 3.3.1, 3.2 & 3.2.1 above. All new retailers may be placed on our Merchant Prepay system and existing retailers may be migrated over to Merchant Prepay at the discretion of Payzone.

3.2.6. All Retailers are responsible for all Codes or Services downloaded/sold. The Retailer will be invoiced for all Codes or Services downloaded/sold.

3.2.7. The Retailer assumes responsibility for all transactions done from the date of installation. On cessation of business, Payzone must receive at least 14 days prior notice in writing and no equipment shall be handed over to another Retailer without the prior written consent of Payzone. Any Retailer passing equipment to a new Retailer without authorization will be liable for all transactions done.

3.2.8. The Retailer will be issued with a maximum stock level. All stock levels can be altered as per the discretion of the company.

3.2.9. The Company reserves the right to perform a credit check, with a credit rating agency, on the Retailer and to adjust credit limits and suite of products delivered accordingly.

3.2.10. Any discounts a Retailer may be eligible for will be rendered null and void if the Retailer fails to honor any aspect of their direct debit agreement.

3.2.11. The Company has the right to remotely download new products to the terminal or server.

4. Retailer Obligations

4.1. Ensure that proper environmental conditions are maintained for the Terminal or the Server (if supplied) and shall maintain in good condition the accommodation of the Terminal or the Server (if supplied), the cables and fittings associated therewith, and the electricity supply thereto.

4.2. Not attempt to adjust, repair, or maintain the Terminal or the Server (if supplied) and shall not request, permit, or authorize anyone other than the Company to carry out any adjustments, repairs, or maintenance of the Terminal or Server unless advised by the Company.

4.3. Install and maintain a dedicated communications line for use with the terminal and pay the installation, rental, and call charges for such line.

4.4. Provide secure storage for the materials, rolls, replacement cards, and other items integral to the system to meet the service standards.

4.5. Display prominently within any authorized location the advertising and point of sale material supplied by the company from time to time and not to make any alteration, amendment, modification, or addition to any advertising or points of sale material provided by the Company.

4.6. Use on the Terminal or Server (if supplied) only such consumable supplies which meet the manufacturer’s standard technical specification.

4.7. Notify the Company in writing of any change to the location of the Terminal or the Server (if supplied). The Retailer shall at all times use standard engineering practices to ensure the safe removal and movement of the Terminal or the Server (if supplied).

4.8. Payzone must be the sole provider of services selected on the Application Form in the Retailer’s store.

4.9. The Retailer shall provide broadband in order to facilitate transactions on the Payzone terminal. If the Retailer selects the option to upgrade their phone line to Broadband on this agreement, Payzone will place the order with Eircom on behalf of the Retailer (The contract is between Eircom and the Retailer). The Retailer will bear all associated Broadband costs.

5. Termination

5.1. Notwithstanding anything else contained herein this Agreement may be terminated by either party forthwith on giving notice in writing to the other if the other party:

• 5.1.1. Being a company shall have a receiver manager administrator administrative receiver or liquidator appointed or shall pass a resolution for winding up (other than for the purpose of amalgamation or reconstruction) or a Court shall make an Order to that effect or being a partnership shall be dissolved or being an individual shall have a bankruptcy order made against him or shall die or if the other party (whether a company or not) shall enter into any composition or arrangement with its creditors or shall become insolvent.
• 5.1.2. Commits a breach of any term of this Agreement (and in the case of a breach capable of being remedied) shall have failed within 14 days after receipt of a request in writing from the other party to remedy the breach.

5.2. The Company may, summarily suspend work and terminate service under this Agreement for the duration of such breach in the event that the Retailer shall owe any sums to the Company for more than one working day after the due date.

5.3. The Company may terminate this Agreement by giving notice in writing to the Retailer if the Company is unable to obtain an appropriate level of support from its suppliers.

5.4. The Company may summarily suspend or terminate the provision of the services under this Agreement without prior notice to the Retailer in the event that the Company is requested to do so by the Partner from whom the Company obtains the Codes or Services.

5.5. The Company reserves the right to terminate this Agreement at any stage without giving prior notice.

5.6. The Company may summarily suspend or terminate the provision of the services under this Agreement without prior notice to the Retailer in the event that there are:

• (a) 3 or more unpaid direct debits in any period of 30 days,
• (b) 5 or more unpaid direct debits in any period of 90 days or there are
• (c) 6 or more unpaid direct debits in a 12-month period.

5.7. In such circumstances, the retailer may be asked to provide a security deposit or bank guarantee in mitigation of the credit risk or alternatively to adopt our Online Merchant Prepay (MPP) system.

5.8. The retailer shall not be entitled to terminate this agreement within the minimum term unless the retailer first makes a payment to the company of €500 inclusive of set-up charges, costs, and expenses.

5.9. The retailer shall not be entitled to terminate this agreement after the minimum term has elapsed unless at least 3 months advance notice in writing is given. In default, an amount equal to the rental charge for the notice period will be billed to your account. The company may shorten the notice period at its discretion by giving notice in writing to the retailer.

5.10. Upon expiry of the current period, the contract will continue to roll over on an annual basis or until either party issues a notice of termination.

5.11. Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of either party.

6. Liability

The Company shall not be liable for any direct, indirect, or consequential loss or damage including (without limitation to the foregoing) economic loss, loss of profits, business, operating time, or use or any other form of loss or damage of whatsoever nature and howsoever arising.

7. Property and Insurance

7.1. The title to the Codes or Services, Terminals, or the Server (if supplied) and all cabling, apparatus, and associated equipment delivered and installed in the premises of a Retailer hereunder shall be and remain the property of the Company.

7.2. Retailers are responsible for any damage that should occur to the Terminal, SCIM, or Server (if supplied) while on the Retailer’s premises.

7.3. On the expiry or termination of this agreement or in any instance where the Company wishes to substitute a new version of the Terminal for an existing one, in the event that, by reason of the act or default of the Retailer, the Terminal and associated apparatus and equipment installed in the premises of the Retailer cannot be recovered by the Company, the Retailer shall be liable to pay to the Company the sum of €500 Euro, in the case of each Terminal and €2,000 Euro in the case of the Server or €300 Euro in the case of the Scanner.

7.4. All Retailers are obliged to place the equipment supplied by the company on insurance against fire and theft.

8. Transaction Risks

Retailers who preprint or reprint any transactions do so at their own risk.

9. Responsibility for Prepaid Cards

The Retailer is responsible for all prepaid Natural Gas and ITS Smart cards received into stock and will be liable for costs if these said cards are lost or stolen.

10. Consent

Payzone operates a strict ‘opt in’ policy in relation to consent. We will not send you any direct marketing communication unless you have opted to receive this type of information from us. You have the right to withdraw consent at any time via the unsubscribe link on email marketing or by calling 0818 882 600. All information is securely processed and stored in compliance with GDPR. Please refer to our privacy policy for further details.

11. Responsibility for Prepaid Cards

The Retailer is responsible for all prepaid Natural Gas and ITS Smart cards received into stock and will be liable for costs if these said cards are lost or stolen.

12. Entire Agreement

This Agreement sets forth the entire Agreement between the parties and shall be subject to and construed in accordance with Irish Law.

13. Sole Supplier Clause

If the company provides Codes or Services via Software through the tills, the company will be the sole supplier of Codes or Services to the Retailer for a period of three years commencing on the date of this agreement.

14. Sole Supplier Clause for Servers

If the company supplies a Server to the Retailer, the company will be the sole supplier of Codes or Services to the Retailer for a period of three years commencing on the date of this agreement.

Important Notice to Retailer

The Terminal or Server supplied to you under this contract is supplied to enable you to carry out a variety of transactions for customers on behalf of banks, credit and debit card companies, telephone companies, and the like. However, the offer to supply the Terminal or Server to you is not to be taken as indicating that you will be appointed or authorized to act on behalf of any such bank, credit and debit card company, or telephone company or the like.