Last Updated on: 5th April 2017

1. Definitions

Schedule 1 sets out the defined terms used in this Retailer Agreement, as well as some rules on interpretation.

2. Roles of the parties

2.1 The parties acknowledge and agree:

(a) in relation to the Yoyo App, Yoyo will be the app publisher and operator;

(b) in relation to Transactions, Chargebacks, Refunds, and Redemptions, Retailer will be the merchant and retailer, and Yoyo will have no role other than to process Transactions, Chargebacks, Refunds and Redemptions on behalf of the Retailer;

(c) in relation to User support:
(i) Yoyo will provide User support relating to use of the Yoyo App (but not underlying sales represented by Transactions, Chargebacks, Refunds or Redemptions) as set out in Schedule 3;
(ii) Retailer will be solely responsible for all questions, claims, disputes and support in relation to Transactions, Chargebacks, Refunds, Redemptions, Promotions Rewards and Order Offers; and
(iii) without prejudice to the rest of this clause 2, Yoyo may address User complaints and questions with ad-hoc goodwill gestures such as the issue of free vouchers to redeem against Retailer products (and to value levels) in accordance with guidelines agreed from time to time with Retailer. Yoyo will provide Retailer with summary reporting on request of all vouchers issued to Users per month,

(d) in relation to Promotions, Retailer will be the promoter, and Yoyo will have no role other than to publish and operate Promotions in the Yoyo App on behalf of the Retailer;

(e) in relation to Rewards, Retailer will be the operator of the relevant reward schemes, and Yoyo will have no role other than to publish and operate Rewards in the Yoyo App on behalf of the Retailer; and

(f) in relation to Order Offers, Retailer will be the operator of the relevant order schemes, and Yoyo will have no role other than to publish and operate the order menus in the Yoyo App on behalf of the Retailer.

2.2 The parties also acknowledge that the Yoyo App can be used for payments and/or loyalty (Rewards) use, and that some Users may not register cards to be used for payment and may limit their use of the Yoyo App to loyalty purposes only.

2.3 Retailer confirms that Yoyo may accept instructions from, and agree issues in relation to this Retailer Agreement with, Retailer's appointed agents and suppliers where agreed with Retailer (such as Facilities Managers).Retailer will be responsible for all instructions, notices, agreements, acts and omissions of such third parties.

3. Services and Service Level Objectives

3.1 Yoyo will:

(a) subject to Retailer's compliance with clause 4.1(j), and if Retailer has opted for EPOS Solution and/or the Vend Solution, work with Retailer's EPOS provider to make available to Retailer the Yoyo Acceptance API;

(b) make available the Yoyo App on iOS and Android for use by Retailer's customers in Outlets;

(d) use reasonable efforts to meet the Service Level Objectives set out in Schedule 4;

(e) provide reasonable consultancy support to Retailer, in respect of Retailer training its staff to use the Yoyo App and to assist Users in using it;

(f) provide reasonable consultancy support to Retailer in marketing and promoting use of the Yoyo App in Retailer's Outlets; and

(g) provide the Support and Maintenance Services as set out in Schedule

3.3.2 Payments, Chargebacks and Refunds will be handled and operated in accordance with the Payment Flow Schedule at Schedule 2. The parties will carry out their obligations as set out in that Schedule.

3.3 The parties acknowledge and agree that Yoyo will not deliver any source or object code to Retailer (the Yoyo Acceptance API and the Acceptance API Key being provided through Retailer's EPOS provider and Retailer EPOS provider is solely responsible for all testing, implementation, integration and operation of the Yoyo Acceptance API and the Acceptance API key).

3.4 Yoyo shall perform the Services so as to co-ordinate with, and using reasonable endeavours so as not to interfere with, the operations of Retailer and its Group Companies.

3.5 Yoyo may:

(a) for operational or business reasons, make additions or amendments to the terms of this Agreement and/or update the technical and/or functional specification of the Yoyo App and/or the Services provided to Retailer under this Agreement from time to time and/or make new features or functionality available which will be deemed to form part of the Yoyo App and/or Services provided hereunder; and/or

(b) require Retailer to follow instructions which it believes are necessary for reasons of security or quality.Not less than 60 days’ notice of changes to the terms of this Agreement will be provided to Retailer in writing and the amended terms will automatically apply after the expiry of such 60 day period.3.6 Where the Retailer has opted to integrate via the Accept Solution rather than via the EPOS, Solution certain functionality of the Yoyo App will not be available as notified to it by Yoyo in writing.4. Retailer obligations 4.1 From the Effective Date, Retailer shall:(a)rollout the Yoyo App across all of its Outlets as set out in clause 5;(b)market and promote the availability of the Yoyo App for use in its Outlets

(c) support growth of the Yoyo App through agreed marketing initiatives within the Yoyo App via all available digital and physical marketing channels including Retailer cashier and staff engagement with Users;

(d) allow its customers (who are Users) to make payment using the Yoyo App at all points of sale in all of its Outlets;

(e) ensure the Services are only used for lawful purposes by its employees who reasonably need access to the Services for the purposes of operating the Yoyo App;

(f) not allow access to the Services or Yoyo App by any third parties other than Users;

(g) provide all necessary branding materials and other content to Yoyo as reasonably required for Yoyo to perform the Services;

(h) ensure all the Retailer Materials are up to date, lawful and accurate at all times;

(i) provide all reasonably required co-operation, information and decision making, and access to systems, people, data, and premises as reasonably required for Yoyo to perform the Services;

(j) if it has opted for the EPOS Solution and/or the Vend Solution, procure the co-operation and assistance from its EPOS provider and other third party suppliers as reasonably required for Yoyo to perform the Services;

(k) ensure that all goods and services which are the subject of Transactions are lawful, and lawfully sold, in all respects (including for example only selling alcohol to customers who are over 18);

(l) if it has opted for the EPOS Solution and/or the Vend Solution, ensure that its EPOS provider takes all necessary steps to test, incorporate and operate the Yoyo Acceptance API (and any updates to it provided to Retailer’s EPOS provider) in the timeframe agreed by Retailer and Yoyo and to the standard required by the Yoyo technical specification provided from time to time;

(m) be responsible for ensuring that it provides at its own expense all necessary functioning equipment, software, systems and telecommunications facilities within its environment as necessary to receive and use the Services and to enable use of the Yoyo App;

(n) provide Yoyo with confirmation of percentage of total Retailer sales represented by Yoyo transactions on a quarterly basis;

(o) provide Yoyo with all necessary on-boarding information requested by Yoyo to set Retailer up as a retailer on the Yoyo platform and to provide the Services, including bank account details, payment and invoicing details, primary contacts for finance and IT and Outlet breakdown; and

(p) provide Yoyo with all necessary information to confirm and verify beneficial ownership and control of Retailer (including information referred to in 14.1 of Schedule 2) and notify Yoyo in writing within three days of any change in the ownership or control of Retailer or its parent entity.

5. Outlets, rollout, growth and new products

5.1 The parties will work together, and with Retailer's EPOS provider, to enable all point of sale equipment in all Outlets to accept Transactions through the Yoyo App as soon as possible so that all Outlets are live and accepting Transactions within the periods stated in the Roll-out Plan.

5.2 Subject to clause 5.3 below, Retailer will notify Yoyo of new Outlets (or changes to Outlet locations or other material changes that impact the availability of the Yoyo App in Outlets) with at least thirty days’ notice by completing the Yoyo Outlet on-boarding form, and the parties will take the steps set out in clause 5.1 in relation to all new / relocated Outlets.

5.3 Retailer will ensure all its Outlet retail staff are adequately trained in processing Transactions and Redemptions, and providing support to customers using the Yoyo App.

5.4 If Retailer wishes to purchase an optional Service feature after the Effective Date, it will provide Yoyo with at least thirty days’ prior notice by completing the Yoyo new product on-boarding form and the parties will agree pricing and any new terms to apply as an addendum to this Agreement.

6. Promotions and Rewards

6.1 In relation to Promotions and Rewards, Retailer shall:

(a) provide Yoyo with Promotion Content, Reward Content and Order Content reasonably in advance (and no less than two Business Days' in advance) of wishing to run each Promotion, Reward and Order Offer via email or via any form Yoyo provides;

(b) ensure that all Offers, Promotions, Promotion Content, Order Content, Transactions, Rewards and Reward Content:
(i) comply with all applicable laws rules and regulations (including codes of practice and such guidelines as may be issued by regulatory authorities) of whatever jurisdiction relating to its activities, including all advertising, consumer protection, product liability, data protection and privacy laws, laws relating to the protection of children or young persons, and all laws relating to lotteries, gambling, betting, gaming or similar activities;
(ii) are accurate in all respects and are not misleading, and that the prices clearly specify all applicable taxes, duties and delivery charges (of whatever nature and for whatever jurisdiction);
(iii) are consistent with any description appearing on Retailer's website and of satisfactory quality and fit for purpose (and, where the Promotion or Rewards relate to services, supplied with reasonable skill and care and in accordance with good industry practice);
(iv) do not include any content which is offensive, unlawful, defamatory or obscene;
(v) do not reference any third party brands without the express written consent of the brand;
(vi) are not aimed at anyone under 16 or such higher age limit as required to satisfy clause 6.1 (b) (i); and

(c) ensure that:
(i) the Promotion Content, Reward Content and Order Content include clear and lawful terms of use (including start and end dates where applicable and the items referred to in (d) below)the Promotion Content, Reward Content and Order Content include privacy statements as required by applicable law and advertising codes, accurately and clearly setting out the terms of the relevant Offers;
(ii) the Promotion Content, Reward Content and Order Content make clear that Retailer is the promoter and operator, and does not in any way suggest that Yoyo is either;
(iii) ensure that the terms of use referred to in 6.1(c)(i) above are set out on Retailer's website in a location that can be reached with a one-click link, which Retailer will include in all Promotion Content, Reward Content and Order Content; and
(iv) each Promotion, Reward and Order Offer are operated strictly in accordance with such terms and statements at all times.

(d) ensure that the Promotion Content, Reward Content and Order Content include clear confirmation that a User may cease to be eligible to participate, and any Rewards in its Yoyo wallet account will immediately expire, if
(i) the User’s Yoyo wallet account is closed for any reason; or
(ii) Retailer ceases to accept payments or redemption of Offers from Yoyo Wallet account holders; or
(iii) Retailer discontinues the relevant Offer for any reason.

6.2 In relation to each Promotion, Reward and Order Offer, Yoyo will notify Retailer of any changes to the Promotion, Reward, Order Offer, Order Content, Promotion Content and/or Reward Content necessary in order to be supported and may reject any Order Offer, Promotion, Reward, Order Content, Promotion Content and/or Reward Content acting reasonably.This clause is without prejudice to clause 2 (roles of the parties).

6.3 Subject to clause 6.2, Yoyo will make available each Order Offer, Promotion and Reward to users of the Yoyo App if agreed.

7. User data, security and reporting

7.1 Yoyo will provide Retailer with access to Yoyo Engage, which shall display on a per Outlet and aggregated basis, transaction data which may include amount, basket contents, voucher redemptions, value and in-App purchases, all time and date stamped. Yoyo will not be obliged to share other User data with Retailer unless otherwise agreed (and in particular will not share any payment card data).

7.2 The parties acknowledge and agree that:

(a) in relation to all Personal Data generated through use of the Yoyo App Yoyo will be the Data Controller and Yoyo will not share any Personal Data about any User with Retailer other than as stated in (b) below;

(b) The only Personal Data that Yoyo will provide to Retailer in relation to a User will be the Personal Data necessary to refer a Retailer customer that has used the Yoyo App to the Retailer for support from the Retailer in relation to the provision of its goods, services, Offers or other matters for which Retailer is responsible to its customer for. Yoyo’s ability to share Personal Data about Users of the Yoyo App is dependent on Users agreeing to this and is subject to any applicable rights of opt out by the Users. Retailer will also be Data Controller of that Personal Data.

7.3 Each party shall comply with its respective obligations under the Data Protection Laws and will:

(a) obtain and maintain all appropriate registrations required under the Data Protection Laws in order to allow it to use the User Personal Data in accordance with this Retailer Agreement;

(b) operate appropriate technical and organisational measures to protect against unauthorised or unlawful use, processing and against accidental loss, destruction or damage.

7.4 Retailer will inform Yoyo promptly of any subject access requests or complaints relating to Personal Data in relation to the Yoyo App it receives from Users and provide all reasonable information in order for Yoyo to comply with its duties as a Data Controller in relation to such requests or complaints.

8.Charges

8.1 Retailer will provide reporting on Transactions and pay to Yoyo the charges in accordance with the Front Sheet.

8.2 To the extent that this Retailer Agreement provides that all or part of the Services are chargeable on the basis of ongoing, recurring or periodic charges (for example, a monthly fee) or on the basis of rates (for example, a professional day rate), such charges shall be subject to review and may be increased by Yoyo on not less than 60 days' prior written notice to Retailer. If Retailer does not accept the proposed price increase it may terminate this Agreement in accordance with clause 16.2 or clause 16.3 (as applicable). Retailer’s continued use of the Service after the expiry of the 60 day notice period is deemed acceptance of such price increase.

8.3 Unless otherwise expressly provided in this Retailer Agreement, all charges and fees referred to in this Retailer Agreement are exclusive of value added tax ("VAT") which, where chargeable by Yoyo, shall be payable by Retailer at the rate and in the manner prescribed by law.

8.4 Yoyo shall invoice Retailer for the amounts due in accordance with this Retailer Agreement. Yoyo will invoice and Retailer will pay invoices in Sterling unless stated otherwise on the Front Sheet.

8.5 Retailer must pay each valid invoice within 30 days of its date unless otherwise specified in this Retailer Agreement or agreed in writing between the parties ("Due Date").

8.6 Yoyo may charge interest on all sums outstanding beyond the Due Date of the relevant invoice.Such interest shall be charged from the Due Date until the date of payment (including after any judgment has been obtained) at the rate of 3% per annum above the base lending rate of the Bank of England for the time being.

9. Access to Retailer Premises

9.1 Yoyo undertakes to observe and comply with, and to procure that Yoyo personnel observe and comply with, all rules, regulations and procedures relating to health, safety and security, applicable at Retailer and/or any of its Group Companies' premises (collectively, "Retailer Premises"). Yoyo shall ensure that Yoyo personnel, whilst at Retailer Premises, cause as little interference with, and inconvenience to, the business of Retailer and its Group Companies as reasonably possible.

10. Support and Maintenance

10.1 Support and Maintenance shall be provided as outlined in Schedule 3.

11. Warranties

11.1 Yoyo warrants that:

(a) it has the right to enter into this Retailer Agreement and provide the Services;

(b) it shall not knowingly introduce into Retailer's systems any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal operation of, or provide unauthorised access to or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors or trap door devices (collectively, "Contaminants");

(c) it will use virus detection and eradication measures in relation to its systems in line with reasonable industry practice;

(d) except for issues caused by any Retailer Materials (and subject to clause 11.2(d)), the use of the Yoyo App, the Yoyo Accept App or the Retailer Jump App by Retailer as permitted by this Retailer Agreement will not infringe the Intellectual Property Rights of any third party;

(e) the Services shall be performed in accordance with Good Industry Practice;

(f) it shall utilise such adequate number of suitably qualified, skilled, trained, experienced and competent staff as may be reasonably necessary to provide the Services and who shall be appropriately supervised by Yoyo; and

(g) in performing the Services it shall comply with all applicable laws.

11.2 Retailer warrants that:

(a) it has the right to enter into this Retailer Agreement and perform its obligations as contemplated by this Retailer Agreement;

(b) it shall not knowingly introduce into Yoyo's systems any Contaminants;

(c) it will use virus detection and eradication measures in relation to its systems in line with reasonable industry practice;

(d) the use of the Retailer Materials by Yoyo as permitted by this Retailer Agreement will not infringe the Intellectual Property Rights of any third party; and(e)in performing its obligations under this Retailer Agreement, and using the Yoyo App, and the Services, it shall comply with all applicable laws.

11.3 Yoyo does not warrant or guarantee any level of take-up or use of the Yoyo App or any level of Transactions.

12. Intellectual Property Rights

12.1 Subject to clause 12.2, all Intellectual Property Rights and all other rights in the Services, the Yoyo App, the Yoyo Acceptance API, the Yoyo Accept App, the Retailer Jump App, this Retailer Agreement, all development feedback and suggestions for the Yoyo App, the Yoyo Accept App ,the Retailer Jump App, the Services and (for the avoidance of doubt), in all works, products, documentation, information, data and other material of any kind provided or created by Yoyo under this Retailer Agreement) shall be owned by Yoyo and its licensors.The Yoyo App, the Yoyo Accept App, the Retailer Jump App and the Services will be provided by way of cloud based services.The Yoyo Acceptance API will be provided by Retailer's EPOS provider, and separate licence terms will apply.

12.2 All Intellectual Property Rights in the Retailer Materials shall, at all times, be and remain the exclusive property of Retailer or its third party licensors. Retailer grants Yoyo and its Group Companies an irrevocable (during the Term), fully paid-up, royalty-free, worldwide, non-exclusive licence to use, operate, copy, maintain, modify, enhance and create derivative works from any of the Retailer Materials to the extent necessary to perform the Services. The foregoing licence shall include the right for Yoyo to grant sub-licences to subcontractors.

12.3 Goodwill generated through use of any Retailer Branding by Yoyo shall be owned by Retailer.

12.4 Each party may use or re-use any skills, knowledge, experience, technical information, inventions, ideas or techniques of whatever nature utilised or gained by such party in the course of performing its obligations under this Retailer Agreement ("Know-how"), for its own benefit or the benefit of third parties, provided that such Know-how does not involve:

(a) the infringement of any part of the Intellectual Property Rights belonging to the other party (or the other party's third party licensors); or

(b) the use or disclosure of Confidential Information of the other party where such use or disclosure would be in breach of clause 15.

13. Indemnities

13.1 Yoyo shall indemnify, defend and hold harmless Retailer and its Group Companies against all Losses that Retailer and/or any of its Group Companies incurs or suffers however arising as a result of or in connection with:

(a) any claim made by any third party that authorised use of the Yoyo App, the Yoyo Accept App or the Retailer Jump App, as permitted by this Retailer Agreement, infringes the Intellectual Property Rights of a third party (other than to the extent that any claim relates to or arises from any Retailer Materials); and/or

(b) any breach of clause 15.

13.2 Retailer shall indemnify, defend and hold harmless Yoyo and its Group Companies against all Losses that Yoyo and/or any of its Group Companies incurs or suffers however arising as a result of or in connection with:

(a) any of the Retailer Materials being unlawful in any way; and/or

(b) any claim made by any third party that use of any part of the Retailer Materials as permitted by this Retailer Agreement infringes the Intellectual Property Rights of a third party; and/or

(c) any User claim (or claim from any other third party) in relation to
(i) any Transaction (and the underlying sale relating to such transaction), Reward or Promotion; or
(ii) any inability to redeem or honour any Offer including in the circumstances set out in clause 6.1(d); and/or(d)any breach of clauses 6.1(b), 6.1(c), 6.1(d), or 15.

13.3 In relation to each indemnity above or as set out elsewhere in this Retailer Agreement, the party claiming under the indemnity (the "Indemnified Party") agrees that:

(a) the Indemnified Party shall notify the other party (the "Indemnifying Party") in writing as soon as reasonably practicable of any claim under the relevant indemnity of which it is aware (an "Indemnified Claim");

(b) the Indemnified Party shall not, and shall procure that none of its Group Companies shall, admit any liability or agree to any settlement or compromise of an Indemnified Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed;

(c) the Indemnifying Party shall be entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would or might affect any rights of the Indemnified Party and/or any of its Group Companies, or involve any admission of fault or liability on the part of the Indemnified Party and/or any of its Group Companies, shall be entered into without the Indemnified Party's prior written consent, not to be unreasonably withheld); and

(d) the Indemnified Party shall give all reasonable assistance in connection with the conduct of the Indemnified Claim.

14.Liability

14.1 Neither party's liability:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission;

(d) any breach of clause 15 (Confidentiality); or

(e) for any other liability which may not lawfully be excluded or limited;is excluded or limited by this Retailer Agreement even if any other term of this Retailer Agreement would otherwise suggest that this might be the case.

14.2 Subject to clause 14.1, neither party shall be liable for any:

(a) loss of profit, business, business opportunity or contracts;

(b) lost production or operation time;

(d) loss of goodwill or reputation; or

(e) any indirect, consequential or special loss, however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility. Also, Yoyo will not have any liability for any act or omission of any third party including Retailer's EPOS provider or other suppliers, or for any failure or delay caused by any failure or delay on the part of Retailer, Retailers systems or environment to perform its obligations under this Retailer Agreement.

14.3 Subject to clauses 14.1 and 14.2, each party's total liability arising out of or relating to this Retailer Agreement or its subject matter and to anything which it has done or not done in connection with this Retailer Agreement (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims, to the greater of:

(a) the total of all Outlet Fees paid by Retailer in the preceding 12 months under this Retailer Agreement; and

(b) £25,000.To avoid doubt, this cap on liability does not apply to Retailer’s obligations to pay fees due in accordance with the terms of this Retailer Agreement.

14.4 Subject to clause 14.1, save to the extent set out in this Retailer Agreement, no warranties, representations or terms shall apply to the Yoyo App, the Yoyo Accept App, the Retailer Jump App, the Services or this Retailer Agreement, including any terms or conditions as to satisfactory quality, suitability or fitness for purpose.

15. Confidentiality

15.1 Each party shall:

(a) keep confidential all Confidential Information of the other party which it receives in connection with this Retailer Agreement;

(b) not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under this Retailer Agreement;

(c) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

(d) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Retailer Agreement;

(e) subject to clause 15.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of this Retailer Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause); and

(f) promptly, upon request and, in any event, upon termination of this Retailer Agreement (for whatever reason), delete or return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

15.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

15.3 This clause shall not apply to:

(a) any agreed press release or other marketing or publicity materials that Retailer may agree for Yoyo to issue, or that the parties may agree to issue jointly;

(b) either party's use of User data (which is covered by clause 7 above); or

(c) Yoyo’s use of User data for the purposes of providing services to its customers in accordance with the contractual arrangements Yoyo has in place with any such User from time to time.

15.4 Retailer hereby agrees that Yoyo may issue a press release announcing the partnership with Retailer and the rollout of the Yoyo App in the Outlets.

16. Term and termination

16.1 This agreement shall commence on the Effective Date and shall continue until terminated in accordance with clauses 16.2 to 16.4 ("Term").

16.2 Unless Retailer is an individual consumer, Micro-Enterprise or Charity (in which case clause 16.3 shall apply) either party may terminate this Retailer Agreement by giving not less 45 days’ notice in writing to the other party.

16.3 If Retailer is an individual consumer, Micro-Enterprise or Charity, then:(a)Retailer may terminate this Retailer Agreement by giving not less than one month's notice to Yoyo; and(b)Yoyo may terminate this Retailer Agreement by giving not less than two months' notice to Retailer.

16.4 Either party may terminate this Retailer Agreement by giving the other written notice if:

(a) the other materially breaches any term of this Retailer Agreement and it is not possible to remedy that breach;

(b) the other materially breaches any term of this Retailer Agreement and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so;

(d) the other is delayed in performing its obligations under this Retailer Agreement under clause 18.1 for a period of 60 days or more.

17. Post-termination

17.1 Termination of this Retailer Agreement for any reason will not affect:

(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or

(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination. Without prejudice to the foregoing, clauses 3.2, 6.1, 7, 8, 11, 12, 13, 14, 15, 16, 18, 19 and 20 shall survive termination of this Retailer Agreement.

17.2 Upon or prior to termination:

(a) Yoyo will notify Users that Retailer will no longer be supporting the Yoyo App including any Promotions and Rewards ; and

(b) Retailer will remain responsible to Users for continuing to honour all Promotions and Rewards in accordance with their terms (including any relevant expiry dates) and for implementing alternative arrangements to do so.

18.Force majeure

18.1 Neither party will be liable to the other for any failure or delay in performing its obligations under this Retailer Agreement which arises because of any circumstances which it cannot reasonably be expected to control (including any fire, flood, pandemic, earthquake, elements of nature or acts of God, failure of the internet, acts of war (whether or not war is declared), terrorism, riots, civil disorders, rebellions or revolutions, strikes, lock outs or other form of industrial action (other than strikes, lockouts or other form of industrial action on the part of its own personnel) all occurring in the place from where the obligations of the party whose performance is affected are performed, but excluding non-performance by any sub-contractor or third party), provided that it:

(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

(b) uses all reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and uses all reasonable efforts to resume performance as soon as reasonably practicable.

18.2 This clause does not limit or otherwise affect Retailer's obligation to pay any charges due under this Retailer Agreement.

19. General

19.1 Neither party may assign this Retailer Agreement without the prior written consent of the other, except that Yoyo may assign this Retailer Agreement to a Group Company or to any party to which it transfers that part of its business to which this Agreement relates providing the assignee agrees to be bound by the terms of this Agreement.

19.2 Information and notices provided under this Retailer Agreement shall be in English.All notices and consents relating to this Retailer Agreement must be in writing (which can be by email). Notices must be sent to the address of the recipient set out in this Retailer Agreement (including the email addresses set out in the Front Sheet or agreed by the parties in accordance with this Retailer Agreement) or otherwise notified by the relevant party in accordance with this Retailer Agreement.

19.3 Retailer agrees that Yoyo may provide notices regarding the Services to it via Yoyo Engage, the Yoyo web-site or by mailing notices to the physical or email address set out in this Retailer Agreement or otherwise notified by Retailer in accordance with this Retailer Agreement. Notices may include notifications about Retailer’s Yoyo Engage account or its Settlement Account, changes to the Services or other information that Yoyo need to provide to you. Retailer also agrees that electronic delivery of a notice has the same legal effect as if Yoyo provided a physical copy. A notice will be treated as being received by Retailer within 24 hours of the time that the notice is emailed to Retailer or is posted via Retailer’s Yoyo Engage account or on the Yoyo website.

19.4 Save as stated in clause 19.3, notices shall be sent by hand or by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom) and shall be treated as having been delivered:

(a) if sent by hand, when delivered; and

(b) if sent by registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).

19.5 Unless the parties expressly agree otherwise in writing:

(a) if a party:
(i) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Retailer Agreement or by law; or
(ii) agrees not to exercise or to delay exercising any right or remedy provided under this Retailer Agreement or by law; then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy; and

(b) no right, power or remedy under this Retailer Agreement or otherwise available to a party is exclusive of any other right, power or remedy under this Retailer Agreement or otherwise available to that party.

19.6 If any provision of this Retailer Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this Retailer Agreement or this Retailer Agreement as a whole. If any provision of this Retailer Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

19.7 Save as expressly stated otherwise in this Retailer Agreement, variations to this Retailer Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.

19.8 Except to the extent that this Retailer Agreement expressly provides otherwise, nothing in this Retailer Agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party.Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.Each party confirms that, in entering into and performing this Retailer Agreement, it is acting as principal and not as the agent of any undisclosed third party principal.

19.9 A person who is not a party to this Retailer Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.10Each party shall:

(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010 ("Act"), and not do anything which would constitute an offence or which would cause the other to commit an offence under the Act;

(b) have and shall maintain in place throughout the term of this Retailer Agreement its own policies and procedures (copies of which will be made available to the other upon request), including adequate procedures to ensure compliance with the Act as informed by the principles outlined in the guidance to the Act, and will enforce them where appropriate; and

19.10. A breach of this clause 19.10 shall constitute a material breach of this Retailer Agreement that cannot be remedied.

19.11 Each party shall be responsible for its own costs incurred in relation to the negotiation, preparation, execution and implementation by that party of this Retailer Agreement.

19.12 This Retailer Agreement may be entered into in any number of counterparts all of which, taken together, shall constitute one and the same instrument. Either party may enter into this Retailer Agreement by signing any such counterpart.

19.13 This Retailer Agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it. Provided always that nothing in this clause 19.13 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this Retailer Agreement. Each party acknowledges that it has not been influenced to enter this Retailer Agreement by, and shall have no right or remedy (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in this Retailer Agreement.

19.14 Subject to clause 19.16, any dispute or difference between the parties arising out of or in connection with this Retailer Agreement, its interpretation or subject-matter ("Dispute") shall be referred to the chief executive officer (or equivalent officer) of each party and then, if still not resolved, to the chairman (or equivalent officer) of each party. If any such Dispute remains unresolved for a period in excess of 14 days from the date it was referred to the latter representatives (or such other period as the parties may agree), it will be resolved in accordance with clauses 19.15 and 19.17.

19.15 Subject to clause 19.16, any Dispute which remains unresolved following the exhaustion of the procedure set out in clause 19.14 may be referred to mediation in accordance with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure ("Model Procedure"). To initiate a mediation, a party must give written notice ("Mediation Notice") to the other party requesting a mediation in accordance with this clause 19.15. A copy of the request should also be sent to CEDR. The Model Procedure will be amended to take account of any other agreement which the parties may enter into in relation to the conduct of the mediation. If there is any point on the conduct of the mediation (including the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the Mediation Notice, CEDR will, at the request of either party, decide that point for the parties, having consulted with them. The mediation will start not later than 21 days after the date of the Mediation Notice. Neither party may terminate mediation until each party has made its opening presentation and the mediator has met each party separately. Thereafter, paragraph 14 of the Model Procedure will apply. The mediation will take place in London, England] and the language of the mediation will be English.

19.16 Nothing in this Retailer Agreement shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.

19.17 This Retailer Agreement is governed by English law. Subject to clause 19.15, the parties submit to the exclusive jurisdiction of the English courts in relation to any Dispute.

SCHEDULE 1

Definitions and interpretation Definitions

Definitions

“Acceptance API Key”
means a Retailer, Outlet or Retailer till unique identity string, numerical and alphanumerical, which opens the request and response connection between the Retailer’s payment software to the Yoyo servers;

“Accept Solution”
means a solution whereby Transactions are accepted by Retailer via an Android tablet or mobile device using the Yoyo Accept App configured uniquely for Retailer via an Acceptance API Key;

"Business Day"
means each day which is not a Saturday, Sunday or public holiday in the country in which Retailer is located;

"Chargeback"
means both a RetailerChargeback and a Yoyo Chargeback;

"Charges"
means the relevant charges and fees set out in the Front Sheet as adjusted in accordance with clause 8.2;

"Charity"
means a body whose annual income is less than £1 million and is:

(a) in England and Wales, a Charity as defined by section 1(1) of the Charities Act 2006;

(b) in Scotland, a charity as defined be section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or

"Claim"
means where a User:

(a) makes a complaint to Retailer or Yoyo in relation to the Users' use of the Yoyo App; or

(b) claims to have a legal entitlement to cancel and/or reverse any goods offered or services rendered by Retailer where this right has directly arisen from the act or omission of Yoyo, unless the Claim relates to the payment processing aspect of a Transaction that has not been processed by Yoyo pursuant to the payment functionality it offers to Users, such as a payment made by the User using alternative methods such as cash, direct credit or debit card, Apple Pay or Android Pay;

"Complaints Process"
means the Complaints Process identified as such and accessible from Yoyo Engage or through Yoyo's website from time to time;

"Confidential Information"
means all information(whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Retailer Agreement), including all information relating to that other's, or any of its Group Companies', business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, suppliers or partners (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:

(a) is available to the public other than because of any breach of thisRetailer Agreement;

(b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;

(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or

(d) is trivial or obvious;

"Data Controller"
is defined in the Data Protection Act 1998;

"Data Protection Laws"
means the Data Protection Act and all related and applicable laws, regulatory requirements, mandatory standards and codes of practice of any competent authority for the time being in force and applicable pertaining to data protection, data privacy, data retention and/or data security;

"Effective Date"
means the date on the Front Sheet;

"Electronic Money"
has the definition set out in regulation 2 of the Electronic Money Regulations 2011, which is monetary value, as represented by a claim on the issuer, which:

(a) is issued on receipt of funds for the purpose of making payment transactions;

(b) is accepted by a person other than the electronic money issuer; and

is not excluded by regulation 3 of the Electronic Money Regulations.

"Electronic Money Regulations"
means the Electronic Money Regulations 2011, as amended from time to time;

“EPOS”
means electronic point of sale;

“EPOS Solution”
means the solution where Transactions are accepted by Retailer’s EPOS software that Retailer’s EPOS provider has integrated to enable acceptance of Transactions using Yoyo's Acceptance API, as configured uniquely for Retailer via an Acceptance API Key;

"Good Industry Practice"
means in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a reasonably skilled and experienced person engaged in the same type of activity under the same or similar circumstances;

"Group Company"
means at any relevant time, in relation to an entity, any entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations, (whether through holding of voting rights, by contract or otherwise);

"Insolvency Event"
means, in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events:

(a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors generally (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person;

(b) a charge holder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person;

(c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (except that, for the purposes of this Retailer Agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000);

(d) that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator;

(e) a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person (other than on a solvent reconstruction or amalgamation); or

(f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

"Intellectual Property Rights"
means UK patents, UK patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information;

“Jump Solution”
means a solution whereby Transactions are accepted by Retailer via an Android tablet device using the Retailer Jump App configured uniquely for Retailer via an Acceptance API Key;

"Know-how"
has the meaning set out in clause 12.4;

"Losses"
means all losses, liabilities, demands, claims, judgments, awards, damages, amounts payable in settlement, costs and expenses (including all legal and other professional fees, expenses and disbursements);

"Micro-enterprise"

means any enterprise engaged in an economic activity, irrespective of its legal form, including self-employed persons and family businesses engaged in craft or other activities, and partnerships or associations regularly engaged in an economic activity, where, as at the Effective Date, that enterprise:

(a) employs fewer than 10 persons; and

(b) has an annual turnover and/or annual balance sheet total of less than 2 million Euros (or GBP Sterling equivalent),

and for the purposes of these calculations Retailer should take account of any 'linked' or 'partner' enterprises on the basis set out in theEuropean Commission's SME Recommendation (2003/361/EC);

"Month"
means 00:00:00 (coordinated universal time) on the first day of a calendar month until 23:59:59 (coordinated universal time) on the last day of that calendar month;

"Offer"
means all Rewards, Promotions, Order Offers and all other products, services and information including text, words, names, graphics, (including logos), software (including all software applications), video, audio or other offers made by Retailer;

"Order"
means a purchase of good or services from Retailer made through the Jump feature of the Yoyo App;

“Order Content”
means the Retailer branded content to be displayed to users of the Yoyo App to describe an Order Offer;

“Order Offer”
means an offer operated by Retailer through the Yoyo App for ordering of goods or services using the “Jump” feature of the Yoyo App;

“Outlets”
means all the Retailer outlets in the jurisdictions stated in the Front Sheet as increased or amended from time to time;

"Payment Amounts"
means the sums payable by a User for Offers, including VAT;

"Payment Order"
means an instruction supplied to Yoyo by a User or Retailer for the placing, transferring or withdrawing of funds to or from a Settlement Account;

"Payment Scheme Penalty"
means a charge or penalty (however described) that may be incurred by Yoyo and owed to a credit or debit card provider, Yoyo's merchant acquirer or bank or other payment services provider under the relationship rules or codes imposed on Yoyo by that provider for reasons specified in those rules or codes, such as:

(a) for excessive volumes of Retailer Chargebacks;

(b) Retailer breaches of acceptable use policies; or

(c) for Retailer accepting payments in respect of fraudulent activities or for goods or services the provision of which is in breach of law;

"Payment Services Regulations"
means the Payment Services Regulations 2009, as amended from time to time;

"Payment Flow Schedule"
means Schedule 2;

“Payment Software”
means the Retailer’s EPOS software or the Yoyo Accept App or the Retailer Jump App;

"Personal Data"
is defined in the Data Protection Act 1998;

"Promotion"
means a promotion to be operated by Retailer through the Yoyo App for use in Outlets (such as discounts or 2 for 1 or similar);

"Promotion Content"
means the Retailer branded content to be displayed to Users of the Yoyo App to describe a Promotion;

"Recurring Payment"
means a payment under an arrangement where the User provides authorisation to Yoyo for Retailer to collect a series of payments from the User;

"Refund"
means, in relation to a Transaction, a refund given to a User other than through a Chargeback;

"Redemption"
means the redemption of an Offer by a User;

"Retailer Branding"
means the Retailer brands provided or made available by or on behalf of Retailer, or agreed by Retailer, to be included in the Yoyo App;

"Retailer Chargeback"
means, in relation to a Transaction:

(a)where Yoyo is legally obliged under law or pursuant to card issuer, bank or other payment service provider terms or codes, to refund funds back to or does not receive funds from a card issuer, bank or any other payment service provider where the receipt of such funds had previously been authorised or expected; and

(b) this obligation arises as a result of any act, omission or fault, including fault attributable to negligence or fraud, of Retailer in relation to the Transaction or service of the User;

“Retailer Jump App”
means an Android app that allows the Retailer to process Orders via the use of an Android tablet;

"Retailer Materials"
means the Retailer Branding and all other intellectual property, works, products, documentation, information, data and other material of any kind (including computer software and firmware, designs and specifications) provided or made available by or on behalf of Retailer in connection with the Services, Offers and/or this Retailer Agreement;

"Reward"
means a reward scheme or other loyalty program to be operated by Retailer through the Yoyo App for redemption in Outlets (such as every 10th coffee free or similar);

"Reward Content"
means the Retailer branded content to be displayed to Users of the Yoyo App to describe a Reward;

“Roll-out Plan”
means the plan agreed in writing by the parties at the Effective Date (and as updated from time to time) setting out timelines, location and expansion of the Services to all Outlets;

"Services"
means the services set out in clause 3.1 and any other services provided by Yoyo to Retailer pursuant to this Retailer Agreement;

"Service Level Objectives"
means the service level objectives set out in Schedule 4;

"Settlement Account"
means the payment account storing or holding Electronic Money or other funds held by Retailer or User, as the context requires, and in the case of Retailer is required to perform the rights and obligations set out in this Retailer Agreement;

"Settlement Date"
means for:(i) weekly dispersals, Transactions in the Settlement Period plus 2 Business Days from the end of that Settlement Period, and (ii) for daily dispersals, the Transaction date plus 3 Business days, in each case being the date on which payment of the Payment Amounts to Retailer's bank account will be initiated pursuant to section 4.6 of Schedule 2;

"Settlement Period"
means the week that precedes each Settlement Date and in respect of which Yoyo will periodically calculate Retailer's Payment Amounts for distribution on a Settlement Date;

"Support and Maintenance Services"
means the support and maintenance services set out in Schedule 3;

"Term"
has the meaning set out in clause 16.1;

"Transaction"
means any payment transaction or Redemption made through the Yoyo App in an Outlet or in-App (including any Orders);

"Unique Identifier"
means the combination of numbers, letters or symbols used to identify a User's Settlement Account on the Yoyo system;

"User"
means a user of the Yoyo App;

“Vend Solution”
means a solution whereby Transactions are accepted via Retailer’s third party provided vending machine and EPOS software that Retailer’s EPOS provider has integrated to enable acceptance of Transactions using Yoyo's Acceptance API, as configured uniquely for Retailer via an Acceptance API Key;

"User Details"
means the information about Users which Yoyo collects and processes in connection with the Service.

"Yoyo App"
means the Yoyo wallet app or the Jump app as operated by Yoyo from time to time as described on Yoyo’s website and as developed by Yoyo from time to time;

"Yoyo Accept App"
means an Android app that allows the Retailer to accept payments for Transactions and to process Rewards via the use of an Android smartphone;

"Yoyo Acceptance API"
means the Application Programming Interface which provides a request and response connection from the Payment Software to the Yoyo servers;

"Yoyo Chargeback"
means, other than a Retailer Chargeback, in relation to a Transaction, where Yoyo is legally obliged under law or pursuant to card issuer, bank or other payment service provider terms or codes, to refund funds back to or does not receive funds from a card issuer, bank or any other payment service provider where the receipt of such funds had previously been authorised or expected;

"Yoyo Engage"
means a personalised area on Yoyo's website accessible by Retailer at any time; and

"Yoyo Partner Support"
means Yoyo's customer service support staff available to Retailer in accordance with the terms of this Retailer Agreement and whose contact details can be found on Yoyo's website.

Interpretation

In this Retailer Agreement (including the introduction and schedules) unless the context otherwise requires:

(a) reference to a person includes a legal person (such as a limited company) as well as a natural person;

(b) reference to this Retailer Agreement includes the schedules and appendices and other documents attached to it or incorporated by reference into it (all as amended, added to or replaced from time to time);

(c) references to clauses or schedules shall be to those in or to this Retailer Agreement and references to paragraphs shall be to paragraphs of the schedules or annexes to the schedules (as the case may be);

(d) clause headings are for convenience only and shall not affect the construction of this Retailer Agreement;

(e) reference to "including" or any similar terms in this Retailer Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and

(f) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

Schedule 2

Payment Flow Schedule

1. Application

The parties agree that Schedule 2 will apply to payments for Transactions, Chargebacks and Refunds arising in all Outlets and in-App where payment for the Transaction has been processed by Yoyo pursuant to the payment functionality it offers to Users, so excluding payments made to the Retailer by the User using alternative methods such as cash, direct credit or debit card, Apple Pay or Android Pay.

Yoyo is authorised and regulated by the UK's Financial Conduct Authority for the provision of payment services and issuance of Electronic Money with firm reference number 900645.

2. Opt-out of Parts 5 and 6 of Payment Services Regulations

2.1 If the Retailer is neither an individual consumer, a Charity nor a Micro-enterprise, it agrees to waive the application of all regulations under the Payment Services Regulations that it is permitted to waive pursuant to regulations 33(4) and 51(3) of the Payment Services Regulations.In such cases, the following sections of the Retailer Terms and this Schedule shall not apply to the Retailer:

Clause 16.3 of the Retail Terms

Sections 10.3 to 10.7 of this Schedule

2.2 If the Retailer is neither an individual consumer, a Charity nor a Micro-enterprise, it also agrees that different time periods will apply for the purpose of regulation 59(1) of the Payment Services Regulations, as set out in section 10.1 below.

3. Restrictions

3.1 Yoyo is subject to certain rules or codes of credit or debit card providers, Yoyo's merchant acquirer, banks or other payment service providers and these terms and codes may limit the extent and type of business that such providers are prepared to process. As Yoyo may need to act in conjunction with such providers, Yoyo may therefore from time to time notify Retailer of restrictions on the extent and type of business that can be covered by the Yoyo App, including payment type, geography, business line, amounts, currency and other such variables.

3.2 Retailer must immediately inform Yoyo of any changes to Retailer's details including changes to the matters set out in section 9.5.

4. Settlement and Interest

Settlement at end of Settlement Period

4.1 Yoyo will settle to Retailer all Payment Amounts collected by it from Users using the Outlets in the currency of the Settlement Account, in accordance with the Payment Order mechanism set out in section 4.6, as calculated in accordance with the amounts identified in section

Settlement calculation

4.2 Yoyo will, in accordance with the Payment Order set out in section 4.6, pay Retailer the Payment Amounts under either a gross basis or a net basis, as follows:

(a) under a gross basis, Yoyo will pay Retailer the Payment Amounts for Transactions accepted by Yoyo as being appropriately authorised by the User during the Settlement Period, less any Retailer Chargebacks and sums deducted from the Settlement Account to meet any Retailer Payment Orders effected under section 4.1(d).Yoyo will invoice the sums set out in section 4.3; and

(b) under a net basis, Yoyo will pay Retailer the Payment Amounts for Transactions accepted by Yoyo as being appropriately authorised by the User during the Settlement Period, less any Retailer Chargebacks and sums deducted from the Settlement Account to meet any Retailer Payment Orders effected under section 4.1(d) and less the sums set out in section 4.3.

4.3 The sums that may be invoiced under the gross basis, or deducted under the net basis, are:

(a) the Charges;

(b) any sums due to Yoyo in respect of Payment Scheme Penalties;

(d) any Payment Orders reversed or reimbursed in accordance with section 6; and

(e) any other outstanding sums payable to Yoyo during the Settlement Period, in each case calculated as at the end of the Settlement Period.

4.4 Yoyo will from the Effective Date apply the gross basis of payment under 4.2(a) and will notify Retailer in writing 1 Month in advance of any change to the net basis of payment under section 4.2(b).

4.5 Yoyo will provide Retailer through Yoyo Engage a statement setting out the calculation of the sums identified in section 4.2. Retailer is responsible for reviewing the statements provided through the Yoyo Engage and informing Yoyo of any inaccuracy or omission as soon as possible and in any event within the period of three months from the end of the relevant Settlement Period. Yoyo shall not be responsible or liable for any inaccuracy or omission notified to it after the end of this period.

Payment to Retailer at end of Settlement Period

4.6 Retailer requests and consents to Yoyo paying under a single transaction on the Settlement Date from the Settlement Account to a bank account nominated by Retailer, the sums due to Retailer as calculated in accordance with section 4.2.Any bank account nominated by Retailer must be held with a credit institution or financial institution (as defined by Article 4 of the CRD IV Regulation (Regulation 575/2013/EU)) established in the European Union and authorised and regulated by a competent authority in the European Union. This Payment Order will be deemed as having been received on the Settlement Date. Retailer agrees that this Payment Order supersedes and is in satisfaction of any other rights it may have to redeem from its Settlement Account.

No credit

4.7 Nothing in this Retailer Agreement shall require Yoyo to provide any credit or overdraft facility to Retailer and it is not intended that any such credit or overdraft will be granted.

Insufficient funding

4.8 Notwithstanding section 4.7, if for any reason the balance of the Settlement Account is insufficient to cover amounts due to or to be refunded or reimbursed to Yoyo, a User (or their credit or debit card provider), Yoyo's merchant acquirer or, in accordance with this Retailer Agreement, any other third party (whether assessed at the end of the Settlement Period pursuant to section 4.3 or at any other time), Retailer agrees that Yoyo may debit the amount of the shortfall from Retailer using the funding method set up in accordance with section 4.9. Retailer agrees that Yoyo may then use that sum to pay the outstanding balance.

Retailer's funding method and direct debits

4.9 Retailer will complete a Direct Debit instruction to allow Yoyo to debit Charges and other sums due to be paid under this Retailer Agreement.Retailer authorises Yoyo to debit Charges and other sums due to be paid from this alternate payment method (a Direct Debit). When, in order to credit funds to a Settlement Account, Yoyo initiates a payment instruction on the basis of the authorisation given pursuant to this section, Yoyo shall notify Retailer of the amount and due date of the Direct Debit and, in the case of recurring payments, of the schedule of payments, by e-mail (the "Pre-Notification"). Retailer agrees that it will only require the Pre-Notification:

(a) for the first Direct Debit taken to fund the Settlement Account: 5 Business Days prior to the due date of the Direct Debit payment; and

(b) if, in respect of any subsequent Direct Debit taken to fund the Settlement Account, there have been any changes to the Direct Debit collection in respect of amount, Direct Debit due date, or frequency: at the latest, 3 Business Days prior to the due date of the Direct Debit payment.

No interest

4.10 Retailer shall not be entitled to interest on the balance of monies collected by Yoyo that is stored in the Settlement Account.

5.Transactions

Restrictions on Use

5.1 Retailer may only use its Settlement Account to:

(a) receive Payment Amounts from Users;

(b) receive sums due from the Settlement Account to Retailer in accordance with section 4.6; and

(c) request to Yoyo by a Payment Order to pay from its Settlement Account any refunds, reimbursements or any other entitlements or sums due to Users and relating to purchases made by them using the Yoyo App.

Consenting to a Payment Order

5.2 In order to enable Yoyo to process a payment on Retailer's order, Retailer must give consent to the execution of a payment transaction for it to be authorised. Retailer agrees that, by giving written consent to Yoyo, or by any other means of giving consent that Yoyo notifies to Retailer from time to time, it confirms that it consents for the payment transaction to be processed and for the relevant fees to be charged. Retailer's consent to the Payment Order contemplated by section 4.6 is given pursuant to section 4.6.

Reliance on Unique Identifier

5.3 In requesting a Payment Order, Retailer must provide to Yoyo the Unique Identifier and any other details Yoyo asks Retailer for, such as the intended recipient's name or email address, so Yoyo can make the payment. Yoyo may rely on and act in accordance with a Unique Identifier provided to it by Retailer and a Payment Order executed in accordance with a Unique Identifier is deemed to have been correctly executed in terms of making the payment to the payment account specified by the Unique Identifier. Notwithstanding that Retailer may provide Yoyo with information additional to the Unique Identifier, Yoyo shall only be liable to execute Retailer's Payment Orders in accordance with the Unique Identifier provided by Retailer.

User without a Settlement Account

5.4 Yoyo shall not be required to accept a Payment Order from Retailer where the relevant User does not have a Yoyo App and Settlement Account.

Timing of Payment Order receipt

5.5 For the purposes of this Retailer Agreement the point of receipt by Yoyo of a Payment Order from Retailer is the time at which consent is provided as per section 4.6 or 5.2.

Timing for crediting Payment Orders

5.6 Subject to section 6.1, Yoyo will credit a Payment Order initiated by Retailer as payer to the payee's payment services provider (which in respect of a User will be Yoyo) by the end of the Business Day following the time of receipt of the Payment Order.

5.7 Where Retailer is the payee of a Payment Order, Yoyo will only value date and credit the amount to the Settlement Account at the time Yoyo has accepted the Transaction has been appropriately authorised by the User. Such a credit will be without prejudice to Yoyo's rights under sections 6.2 and 7.

5.8 Where a Payment Order is initiated by or through Retailer as payee, Yoyo will transmit the Payment Order to the payer's payment services provider the end of the Business Day following the time of receipt of the Payment Order.

Revocation of Payment Orders

5.9 Retailer will not be able to revoke Payment Orders once received by Yoyo. For the avoidance of doubt, Retailer acknowledges that revocation of the regular Payment Order set out in section 4.6 may result in suspending or terminating the Service. Revocation of a Payment Order shall be made by contacting Yoyo Partner Support.

Retailer's access to information

5.10 Yoyo will provide Retailer with access to Yoyo Engage, which shall display, on a per Outlet and aggregated basis, a reconciliation relating to all Transactions carried out by Retailer.Yoyo Engage may also provide raw anonymised data as described in clause 7 of the Retailer Terms.

5.11 Unless a Payment Amount is the subject of a Chargeback, if:

(a) a User has received a product or service;

(b) Retailer has received payment in its Settlement Account in relation to that product or service; and

(c) Yoyo did not receive the relevant Payment Amounts from its merchant acquirer on the date that the Payment Amounts should have been settled in Yoyo's settlement account with its merchant acquirer,

Retailer agrees that Yoyo may make reasonable efforts to debit the relevant Payment Amount from the User's linked credit or debit card.Retailer further agrees that if Yoyo is not able to retrieve the Payment Amounts owed by the User after a reasonable period of time, Yoyo may terminate the relevant User's access to the Yoyo App.

6. Refusing and reversing payments

Payment Orders refused by Yoyo

6.1 Yoyo may refuse a Payment Order if, prior to the Payment Order being credited, it has reason to believe that:

(a) the Payment Order would not satisfy the terms of this Retailer Agreement and Schedule (including: (i) a potential breach of the restrictions set out in section 9.1; (ii) due to unauthorised use; or (iii) as a result of the application of section 8.3);

(b) if Retailer is payer, Retailer has insufficient funds in its Settlement Account;

(d) payment for a Transaction will be unfulfilled by the User whether due to insufficient funds or due to other failure of Yoyo's acceptance process of that Payment Order.

Payment Orders reversed by Yoyo

6.2 Yoyo may reverse the effect of a Payment Order and reimburse the funds to the payer if, following the credit of a Payment Order to a Settlement Account:

(a) it has reason to believe that the Payment Order has not satisfied the terms of this Retailer Agreement (including: (i) a breach of the restrictions set out in section 9.1; (ii) the Payment Order relates to an unauthorised Transaction; or (iii) as a result of the application of section 8.3); or

(b) it has reason to believe that it is required pursuant to sections 7 or 9.7.

Retailer consents to Yoyo effecting such reimbursements as a payment transaction from its Settlement Account.

6.3 If Yoyo reverses a Payment Order pursuant to section 6.2, unless Yoyo in its sole discretion determines otherwise, the reimbursed sum will be credited to the User's Settlement Account and may only be redeemed against purchases made with Retailer using the Yoyo App.

Provisions applicable to refusals and reversals

6.4 Where possible and if permitted by law, Yoyo shall notify Retailer or the User (as relevant) of a refusal under section 6.1 or a reimbursement under section 6.2 and provide to Retailer or the User, as relevant, reasons and, if available, the procedure for rectifying any factual errors that led to the refusal or reimbursement. Yoyo may impose a Charge on Retailer for such notification where the refusal or reimbursement is reasonably justified. Yoyo shall not be required to provide such a notification where to do so would be unlawful.

6.5 Yoyo will provide the notices to be given to Retailer in accordance with the form of notification selected by Retailer in Yoyo Engage. It is Retailer's responsibility to take notice of such notifications and act accordingly and Yoyo shall have no liability for any loss or expense incurred by Retailer as a result of a refusal under section 6.1 or a reimbursement under section 6.2.

7. Claims and Retailer Chargebacks

Claims

7.1 Users may notify Yoyo of a Claim by emailing Yoyo Partner Support.Any Claims notified to Yoyo but not to Yoyo Partner Support will be referred to Yoyo Partner Support.Retailer agrees to promptly refer all Claims that Users notify to it to Yoyo Partner Support.

7.2 Subject to section 7.3, in the event of a Claim notified by a User to Yoyo, Yoyo will follow the Complaints Process. Until the matter is resolved in accordance with the Complaints Process, the relevant Payment Order will not be available for settlement at the end of a Settlement Period.

7.3 Retailer acknowledges that Yoyo may resolve a Claim in favour of the User regardless of fault, if it reasonably determines in its sole discretion that it should do so to generate User goodwill.

7.4 If any Claim is resolved in favour of the User under sections 7.2 or 7.3, Yoyo will reimburse the funds to the User's Settlement Account from Retailer's Settlement Account in accordance with section 6.2. Retailer consents to Yoyo effecting these reimbursements as a payment transaction from its Settlement Account and in such a case Retailer acknowledges and accepts that no sums will be settled to it by Yoyo in respect of the amount that is the subject of the Claim.

7.5 If the Claim is resolved in favour of Retailer, the Payment Order will be made available for settlement at the end of the next Settlement Period.

Chargebacks

7.6 Where Yoyo is the subject of a Chargeback, Yoyo will reimburse the funds to the User's Settlement Account or their payment service provider or other appropriate third party, from the Settlement Account.

7.7 Retailer acknowledges that the validity of a Chargeback will be determined by the relevant User's card issuer, the rules of a card scheme provider, Yoyo's merchant acquirer or other third party payment service provider and not Yoyo, and Yoyo will have no discretion over the matter.

Provisions relevant to Claims and Retailer Chargebacks

7.8 Retailer acknowledges and accepts that Yoyo will have no liability to Retailer in respect of any reimbursement to a User or other appropriate third party as a result of a Claim or Retailer Chargeback.

7.9 Yoyo may restrict at its reasonable discretion the payment methods accepted as a payment source for Retailer's Offers (for example a type of credit card) in the event that the levels of Claims or Chargebacks occurring through that payment method in connection with Retailer are, in Yoyo's sole opinion, excessive.

7.10 In the event of a Retailer Chargeback, Retailer shall be liable to Yoyo for the relevant Charge.

8. Keeping accounts safe

Duty to keep secure

8.1 Retailer is responsible for the security and proper use of its user names, passwords, and security check words and other details used in connection with the Service and its Settlement Account, including any reasonable security precautions notified to it by Yoyo pursuant to clause 3.5(b) of the Retailer Terms, and must take all reasonable steps to ensure that they are implemented, kept confidential, used properly and not disclosed to unauthorised people or used in an unauthorised way. Retailer will take all reasonable steps to keep access to, and the security features of, the Service and its Settlement Account safe and to prevent unauthorised use of the Service or Settlement Account by any party.

Notification of security breaches

8.2 Retailer must notify Yoyo without any undue delay as soon as it is aware that there may have been unauthorised use of the Service or where any security feature has been breached or compromised. Such notification should be given by contacting Yoyo Partner Support. Furthermore, Retailer must promptly change its passwords and security check words if there is any reason to believe that a password or security check words have or are likely to become known to someone not authorised to use them or are being or are likely to be used in an unauthorised way.

Fraud Server detection

8.3 Each Transaction made by a User using their Settlement Account may be checked by any of Yoyo's merchant acquirer's, or any other third parties, fraud servers. This may lead to other designated means of fraud protection or to rejection of the transaction. If the transaction is rejected, Retailer may not receive the Payment Amounts into its Settlement Account, and will therefore not incur a Charge.

Suspension of the Service

8.4 Where Retailer has notified Yoyo under section 8.2, Yoyo will suspend Retailer's right to make Payment Orders or receive funds from Users who have made Payment Orders through the Yoyo App.In addition, Yoyo reserves the right to immediately suspend these rights at any time if Yoyo on reasonable grounds:

(a) considers that there is or is likely to be a breach of security in relation to Retailer's use of the Service;

(b) suspects unauthorised or fraudulent use of the Service; or

(c) rejects a transaction pursuant to section 8.3 (in which case Yoyo's right to suspend the Service shall only apply in respect of that transaction).

8.5 Notwithstanding section 8.4, Yoyo may, at its discretion, determine not to suspend any loyalty programme or Reward that is the subject of this Retailer Agreement.

8.6 Retailer acknowledges that Yoyo may suspend or terminate a User's use of their Yoyo App in accordance with Yoyo's User terms and conditions.

8.7 Where Yoyo exercises its right under section 8.4 to suspend the Service, Yoyo will inform Retailer beforehand and give reasons for so acting. If Yoyo is unable to notify Retailer beforehand, it will do so as soon as it can afterwards. In either case Yoyo shall not be required to provide a notification where to do so would in Yoyo's opinion compromise reasonable security measures or be unlawful.

8.8 Where Yoyo exercises its rights under sections 8.4 or 8.9 to suspend the Service and the suspension of the Service is caused directly or indirectly by Retailer's actions or omissions, Retailer shall be liable for any loss or damage arising out of the suspension of the Service suffered by Yoyo. Yoyo shall not be liable for any direct or indirect loss or damage suffered by Retailer or any other third party arising from the suspension of the Service.

8.9 Yoyo may suspend the Service for operational reasons such as maintenance, or because of an emergency. Yoyo will resume the suspended Service as soon as reasonably practicable. Retailer is responsible for taking back-ups of its Offers, pricing and other data prior to any suspension or maintenance work and for restoring any such data lost as a result of such suspension or maintenance.

Confidentiality of Yoyo software

8.10 Retailer undertakes not to use or install any software supplied by Yoyo in connection with the Service on any public access computer.

Unencrypted data

Retailer acknowledges that any unencrypted data made available to Yoyo, via email or other means of communication, may be obtained by unauthorized third persons, and that Yoyo is not able to prevent this by technical means. Therefore, Yoyo has no obligation to take any measures to ensure the security or protection of any unencrypted data provided by Retailer to Yoyo, and it is the sole responsibility of Retailer to take any such measures.

9. Retailer's use of the Yoyo App

Manner of use

9.1 Retailer must not:

(a) use the Yoyo App, Retailer Jump App, Yoyo Accept App or the Services fraudulently or in connection with a criminal offence;

(b) use the Yoyo App, Retailer Jump App, Yoyo Accept App or the Services in an unlawful manner or in contravention of any applicable legislation, licence agreements and/or the Yoyo Acceptance Policy;

(c) use the Yoyo App, Retailer Jump App, Yoyo Accept App or the Services in any way that does not comply with any restrictions notified by Yoyo under section 3.1;

(d) use the Yoyo App, Retailer Jump App, Yoyo Accept App or the Services in any way that does not comply with any instructions given under clause 3.5(b) of the Retailer Terms; or

(e) tamper with, 'hack', modify or otherwise corrupt the security or functionality of the Yoyo App, , Retailer Jump App, Yoyo Accept App, Yoyo platform, system or Services.

9.2 Yoyo may at any time suspend Retailer's use of the Yoyo App immediately on notice, if Retailer uses the Service in a way that is not permitted under section 9.1.

9.3 Retailer shall require approval from Yoyo before offering Recurring Payments in connection with Offers.

9.4 Retailer shall only allow Transactions that represent the whole product or service price and shall not for any reason or purpose split purchases into two or more transactions (unless the arrangement involves legitimate recurring payments).

New business models and sales channels and ongoing due diligence

9.5 Retailer shall not:

(a) submit transactions that derive from business models or sales channels of Retailer that have not previously been notified to and approved by Yoyo as part of Yoyo's due diligence on Retailer; or

(b) make any addition or change to Uniform Resource Locators (URLs) representing Retailer's website utilising the Yoyo Service, or that redirect to Yoyo's website, without first notifying the change to Yoyo (and provide such supporting material as Yoyo requires) and obtaining Yoyo's written approval. Failure of Retailer to obtain Yoyo's written approval in these circumstances entitles Yoyo to suspend Retailer's access to part or all of the Service until Yoyo is in its discretion satisfied with the changes.

9.6 Yoyo may from time to time request additional or updated due diligence information from Retailer regarding its business and operations in order to enable Yoyo to satisfy itself that it should continue to accept Retailer as a user of the Service and for the purposes of satisfying Yoyo's ongoing obligations under relevant anti-money laundering legislation. The frequency of such requests will depend upon Retailer's risk and transaction profile. Failure of Retailer to supply requested information in a timely manner entitles Yoyo to suspend Retailer's access to part or all of the Service until Yoyo is in its discretion satisfied with the due diligence information provided.

Retailer's return and refund policy

9.7 Retailer shall provide to its customers and operate a clear and fair return and refund policy. Retailer will provide Yoyo with a copy of this policy within 7 days of the Effective Date and shall thereafter provide Yoyo with a copy of any material changes to this policy.Yoyo Partner Support will comply with this policy unless it determines it will exercise its discretion as set out in sections 6.2 and 7.3.

No restrictions or charges to be imposed on Users

9.8 Retailer shall not charge Users any additional fee or charge for any Transactions through the Yoyo App.

9.9 Retailer agrees that it shall not set minimum or maximum transaction amounts as a condition for Users paying through the Yoyo App.

Retailer's identity

9.10 Retailer agrees to prominently and unequivocally inform the User of the identity of Retailer at all points of interaction.

Retailer's website

9.11 Retailer shall ensure that neither the Offers nor Retailer's website contain any viruses or other faults liable to interfere with the Service or any software provided by Yoyo in connection with the Service or to affect any other Yoyo customers or Users.

Provision of information to Yoyo

9.12 When requested to do so by Yoyo, Retailer must provide to Yoyo all information available to it regarding Transactions, and parties to those Transactions, as needed by Yoyo for the prevention or deterrence of crime, and to meet its legal obligations and risk management objectives in relation to money laundering, terrorist financing, fraud or any other undisclosed unlawful activities in connection with the Service. Retailer should keep any such requests and any further action taken by Yoyo in respect of those requests, confidential. Yoyo may, where it considers appropriate pass on any information received from Retailer to the relevant law enforcement agency.

9.13 Information which Yoyo collects from Retailer may be transferred to, processed and/or stored at a destination outside of the EEA.

Where Yoyo reasonably suspects that Retailer has a substantial percentage of fraudulent transactions, Retailer shall respond to any fraud related questions submitted by phone or email within 24 hours and propose reasonable measures to reduce the fraud.

10.Liability

Liability for unauthorised transactions

10.1 Yoyo shall have no liability for Transactions taken from the Settlement Account that have not been authorised by Retailer, unless Retailer has notified Yoyo without undue delay on becoming aware of the Transaction, and in any event no later than 1 month after the relevant date of the Transaction. If Retailer is an individual consumer, Micro-Enterprise or Charity then the maximum period for notifying Yoyo will be 13 months after the relevant date of the Transaction.Notifications under this section should be given by contacting Yoyo Partner Support.

10.2 Provided Retailer has notified Yoyo under section 10.1 and subject to section 10.3, Yoyo shall refund the unauthorised sum to the Settlement Account provided the unauthorised payment did not arise in whole or in part as a result of:

(a) Retailer's failure to keep the security details secure; or

(b) the negligence, fraud or breach of this Retailer Agreement by the Retailer including sections 8.1, 8.2, 9.1 and 10.8 to this Schedule.

Liability provisions for individual consumers, Micro-Enterprises or Charities

10.3 Sections 10.4 to 10.7 shall only apply to Retailers that are individual consumers, Micro-Enterprises or Charities.Section 10.2 does not apply to these Retailers.

10.4 Subject to sections 10.5 to 10.7 below and provided Retailer has notified Yoyo of an unauthorised Transaction under section 10.1, Yoyo shall refund any Transactions taken from the Settlement Account that have not been authorised by Retailer.

10.5 Retailer shall be liable for up to £50 of any losses incurred in respect of an unauthorised Transaction caused by the loss or theft of Retailer's security details or Retailer's failure to keep their security details secure.

10.6 Retailer shall be liable for all losses incurred in respect of an unauthorised Transaction if the Retailer has: acted fraudulently; or with intent or gross negligence, failed to:
(i) use its Settlement Account in accordance with this Retailer Agreement; (ii) notify Yoyo under section 8.2; or
(iii) keep their security details safe.

10.7 Unless Retailer has acted fraudulently, sections 10.5 and 10.6 will not apply (and Retailer will have no liability for unauthorised Transactions) if: the unauthorised Transaction arises after Retailer has notified Yoyo under section 8.2 of this Schedule; or the Settlement Account has been used in connection with a distance contract other than an excepted contract (with "distance contract" and "excepted contract" having the meanings given in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Liability for non-execution and defective execution of payments

10.8 Where the Unique Identifier provided by Retailer in respect of a Payment Order it makes is incorrect, Yoyo is not liable for the incorrect execution or non-execution of a resulting Transaction, but Yoyo will take reasonable efforts to recover the funds involved in such a payment transaction. Yoyo may impose a Charge on Retailer for any such recovery.

10.9 Subject to section 10.8, in the event of a Payment Order initiated by the Retailer that is incorrectly executed by Yoyo, Yoyo shall have no liability for any loss arising to Retailer under that Transaction unless the Retailer has notified Yoyo without undue delay on becoming aware of the Transaction, and in any event no later than 1 month after the relevant date of the Transaction. If Retailer is an individual consumer, Micro-Enterprise or Charity then maximum period for notifying Yoyo will be 13 months after the relevant date of the Transaction. Subject to sections 10.8 and 10.9, in respect of any incorrectly executed Payment Orders Yoyo shall: (in respect of Payment Orders initiated by Retailer as payer) be liable for the correct execution of the Payment Order and without undue delay shall refund to Retailer's Settlement Account the amount of the incorrectly executed payment; (in respect of Payment Orders initiated by Retailer as payee) be liable to Retailer for the correct transmission of the Payment Order and shall immediately re-transmit the Payment Order in question.

Retailer's liability for Payment Scheme Penalties

10.11 If Yoyo incurs a Payment Scheme Penalty that can in whole or in part, in Yoyo's reasonable discretion, be attributed to the activities of Retailer, Retailer shall, upon first demand, fully indemnify Yoyo in the amount of the Payment Scheme Penalty that can be attributed to the activities of Retailer.

10.12 Yoyo shall, at any time upon request, provide Retailer with a statement of the current Payment Scheme Penalties that can in Yoyo's reasonable discretion be attributed to the activities of Retailer. Retailer shall not have any right to negotiate or deal with the relevant credit card scheme about payment or grounds for the penalty charges.

11. Suspension of Payment Services

11.1 Yoyo shall have the right to serve notice to suspend the Services in the event that Chargeback levels exceed five per cent (5%) of overall Payment Amounts attributable to Retailer in any Month or three per cent (3%) of Payment Amounts attributable to Retailer that are funded to Yoyo by a User using a credit card account. Yoyo can refuse to resume the Service until Yoyo receives what it considers to be an acceptable assurance or remedial action plan from Retailer to the effect that Chargeback levels will be improved such that they do not exceed these levels. Yoyo will use all commercially reasonable efforts to limit suspensions under this section 11.1 to specific payment methods and/or Settlement Accounts only, so that the Service can be continued to the greatest possible extent.

11.2 If Retailer commits any breach of this Retailer Agreement or if any of the events set out in section 11.1 shall occur in respect of Retailer, Yoyo may suspend the Services without prejudice to any other rights it may have.

12.Transaction accuracy and taxation

12.1 Retailer is solely responsible for the filing of appropriate returns and the payment of any and all taxes and duties of whatever nature levied or imposed by whatever jurisdiction in connection with the promotion, sale, licensing, supply or other exploitation of an Offer and shall indemnify Yoyo against liability for any such taxes and duties.

12.2 Neither Yoyo nor its licensees provides any advisory services to Retailer regarding taxation and any customs or other import/export duties.

12.3 Any information that Yoyo provides to Retailer or Users in respect of tax or VAT shall merely represent the data that Retailer has initially provided to Yoyo and does not remove the obligation from Retailer to account correctly to HM Revenue Customs or other relevant bodies for the VAT or other applicable tax on the services Retailer has supplied.

12.4 Retailer must immediately inform Yoyo of any changes to Retailer's tax or VAT registration number or if Retailer ceases to be registered for tax or VAT.

12.5 It is Retailer's responsibility to determine what, if any, taxes apply to the payments it makes or receives, and it is Retailer's responsibility to collect, report and remit the correct tax to the appropriate tax authority. Yoyo is not responsible for determining whether taxes apply to Retailer's transaction, or for collecting, reporting or remitting any taxes arising from any transaction. Subject to section 12.6, Yoyo shall have no responsibility for and shall not provide Users with any invoices on behalf of Retailer.

12.6 Yoyo may provide receipts to Users on behalf of Retailer in respect of Transactions.Retailer acknowledges that any reference on those receipts to VAT amounts is made in reliance on the information that Retailer provides to Yoyo and Retailer indemnifies Yoyo against any liability arising in relation to that information.

13.Complaints

13.1 The Financial Ombudsman Service may apply to this Service for out of court dispute settlement where Retailer is an eligible complainant under DISP 2.7 of the rules of the Financial Conduct Authority. Any claim or dispute arising out of, or in relation to, this Retailer Agreement or the provision of the service by Yoyo that cannot be resolved by contacting Retailer's contact point at Yoyo or as notified to Retailer from time to time, or the support department at the telephone number or email address stated on Yoyo's website, could be referred to the Financial Ombudsman Service or the Courts of England and Wales, Scotland or Northern Ireland, depending on where Retailer is resident. Information regarding the Financial Ombudsman Service is available at http://www.financial-ombudsman.org.uk.

13.2 Neither Electronic Money nor payment services carried out pursuant to the Payment Services Regulations are covered by the Financial Services Compensation Scheme or any other government compensation or insurance scheme and accordingly Retailer will have no rights to claim under such a scheme.

14. Validation of Retailer Information

14.1 During the Term, Yoyo may require additional information to verify beneficial ownership or control of Retailer, validate information Retailer has provided and/or assess the risk associated with Retailer’s business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to Retailer’s business, its beneficial owners or principals. Yoyo may also request copies of financial statements or records pertaining to compliance with this Agreement. Failure to provide this information may result in suspension of termination of the Services.

14.2 Yoyo may retrieve information about Retailer from its service providers, including credit and information agencies. This may include name, address, credit history, and other data about Retailer. Yoyo may use this information to verify any other information provided by Retailer.Any information Yoyo collect may affect its assessment of Retailer's overall risk to Yoyo's business. Retailer acknowledges that in some cases, such information may lead to suspension or termination of the Services. Yoyo may periodically update this information as part of its risk analysis procedures.This information may also be provided to third parties such as merchant acquirers for the same purposes and this shall not breach clause 15 of the Retailer Terms.

Schedule 3

Support and Maintenance Services

1. Retailer Support

Yoyo will provide Retailer with first line support to resolve general issues relating to Yoyo Engage and Retailer's use of the Services in accordance with the support service levels stated in Schedule 4.

This support will include resources and documentation that Yoyo will make available to Retailer from time to time through the current versions of support pages on the Yoyo website, API documentation and other resources.

Yoyo does not provide on-site support as standard. If Retailer wants on-site support provided during the on-boarding process to get Retailer live, or at any time after it is live, terms and rates for such on-site support will be agreed in advance in writing.

2. User Support

Yoyo will provide first line support to Users and will redirect enquiries to Retailer wherever relevant.

3. Maintenance

Yoyo is responsible for maintenance to the Yoyo App, Retailer Jump App, Yoyo Accept App and the Yoyo platform and systems.
Unless maintenance is corrective, Yoyo will provide Retailer with reasonable notice (which shall not be less than 48 business hours) of maintenance that may affect Retailer's use of the Service.
Yoyo will use reasonable efforts to provide as much notice as possible in the case of corrective maintenance however advance notice may not always be possible.
If maintenance disrupts the Services, Yoyo will use reasonable efforts to complete the work within 48 business hours of as soon as possible where resolution is not possible within that time.

Schedule 4

Service Level Objectives

1. System Availability

1.1 Yoyo will use reasonable efforts to achieve 99.9% availability of Yoyo Core System Functionality for the Yoyo App during Core Hours in each Month.

1.2 Monday – Thursday, Core Hours run from 6am until 1 am the following morning. Friday - Sunday, Core Hours run from 6am until 3am the following morning. Days falling on a public holiday will have the same Core Hours as a Saturday.

1.3 “Yoyo Core System Functionality” is that required to provide access to valid barcode and payment or voucher authorisation at point of sale.

1.4 Non-availability due to Force Majeure (clause 18), act or omission of a third party (including Retailer, Retailer’s EPOS provider or other suppliers), failure of Retailer’s systems or Retailer’s infrastructure or due to planned and emergency maintenance are not included in determining availability.

1.5 Planned maintenance is always carried out during non-core hours. Number of planned maintenance periods not to exceed 6 instances in any calendar year. A minimum of 48 hours’ notice of planned maintenance to be given to Retailer via contact email address, and where deemed necessary to Users, via appropriate method.

2. Retailer Support

1.1 Yoyo will provide the following service level in response to requests for support by Retailer:

Support desk open Monday to Friday, excluding public holidays in England, from 09:00 to 18:00 (UK local time) (working hours).

1.2 Accessing support:

(a) Retailer support by email to partnersupport@yoyowallet.com.

(b) Partner support (ePOS providers and retailers) by email to partnersupport@yoyowallet.com.

(d) Tickets with a priority normal and above will be reviewed, assigned to a support operative, and an acknowledgement email sent.

1.3 Severity levels and time to solution offered by Yoyo are as follows:

(a) Urgent
(i) Entire Application not functioning or problem preventing large numbers of Users from transacting.
(ii) Assigned and acknowledged within 1 working hour.
(iii) Target to resolve issue to return the Yoyo system to an operable state within 4 working hours.

(b) High:
(i) Problem reported to Partner Support, preventing Retailer from transacting or otherwise affecting its operations.
(ii) Assigned and acknowledged within 1 working hour.
(iii) Target to resolve issue or provide a temporary workaround within 6 working hours.

(c) Normal:
(i) Problem reported to User Support, preventing users from using the Yoyo App if necessary.
(ii) Assigned and acknowledged within 1 working hour.
(iii) Target to resolve issue or provide a temporary workaround within 24 working hours.

(d) Low:
(i) Other issue not covered by Urgent, High or Normal severity levels.
(ii) Acknowledge the issue within 24 working hours.
(iii) Attempt to resolve issue or provide a temporary workaround within 5 working days.