sQuid School ePayment Service

In this Agreement, unless the context otherwise requires, words importing one gender shall include all other genders, words importing the singular number shall include the plural number and vice versa, references to “person” shall include references to a firm, society or corporation, and references to parties, paragraphs and clauses shall be references to the parties, paragraphs, and clauses of this Agreement.  

The headings to the clauses shall not be taken into consideration in the interpretation or construction of this Agreement or any of its provisions.

2. Your responsibilities

2.1 Subject to paragraph 16.4, you agree to maintain an approved ePayment bank account (“Designated Account”) at your designated financial institution for your sQuidcard receivables, subject to your bank’s normal terms and conditions.

2.2 If you choose to use the sQuidcard name, you agree not to alter the sQuidcard trademarks, trade names, design, marks, or logos in any manner.

2.3 You agree to be bound by these Terms and Conditions.  sQuidcard may, from time to time, issue written directions and changes to the Terms and Conditions (via email, mail, or Internet). Agreement to these changes will be deemed to have been accepted by you unless sQuidcard receive a written objection within 30 days. In the event that no agreement can be reached then this Agreement will terminate.

2.4 You will not process Transactions relating to goods or services that you do not provide to a Account Holder at the point of sale, unless you have received the express prior consent of sQuidcard to process such transactions

2.5 You will ensure that where a receipt is issued by you, each receipt accurately describes the goods or services that have been sold and delivered to the Account Holder or in accordance with his or her instructions.

2.6 You agree to protect from disclosure to others all proprietary information disclosed to you under this Agreement. Such information includes, but is not limited to, information regarding the rules, regulations, guidelines, and policies of the sQuidcard Operating Scheme. You may not copy, use, or disclose such information in any way other than as specifically authorised in this Agreement. 

2.7 You are responsible for keeping confidential all information provided to you relating to Account Holders. 

2.8 You will not use, disclose, or remit to any third party, the names or account numbers or other account information for purposes other than the sole purpose of completing a Transaction, except as specifically required by law. 

2.9 You agree to keep secure all information relating to Account Holders (including, without limitation, sales receipts, customer contracts, rental agreements, etc.), to limit access to such information on a need-to-know basis to selected personnel, and, when no longer required to be retained, to destroy such documents in a manner that ensures information thereon is no longer readable.  This clause survives termination of the Agreement.

3. sQuidcard Responsibilities

sQuidcard shall from the date the Agreement is executed and for the duration of this Agreement provide the Services to the Merchant.
In providing the Services, sQuidcard shall:

3.1 Liaise with the Merchant directly, or via a reseller, in all matters relating to the Services.

3.2 Perform the services with due care, skill, and diligence in accordance with best practice in sQuidcard’s industry.

3.3 Ensure that the Services will confirm with all descriptions and specifications as set out in service proposal from sQuidcard, or a reseller.

3.4 Obtain and at all times maintain all necessary licences and consents and comply with all applicable laws and regulations.

3.5 Agree not to use, disclose or remit to any third party, the names or account numbers or other account information of the Account holders for purposes other than the provision of Services, except as specifically required by law;

3.6 To keep secure all information relating to Account Holders to limit access to such information on a need to know basis to appropriate personnel, and, when no longer required to be retained, to destroy such documents in a manner that ensures information thereon is no longer readable.

4. Fees and Charges

4.1 Specific fees and charges are as described in the ePayment Schedule.

4.2 You agree to pay the Set-Up fee, where applicable, for the initiation of the sQuidcard Service, as defined in the ePayment Schedule.

4.3 You agree to submit Account Transactions to sQuidcard for settlement in accordance with the Scheme Operating Rules.  You shall not present for payment any record relating to a Transaction, or purported or attempted Transaction, which you know, or believe, to be fraudulent or not authorised by the Account Holder.  

4.4 sQuidcard shall pay to your Designated Account, at the frequency stated in the ePayment Schedule the total amount of the Transactions less (i) the Transaction Fee (ii) the amounts of credits issued and submitted to sQuidcard (iii) any and all Chargeback Claims; (iv) any account Top Ups; and (v) other Fees not included in (i) – (iv) above (the “Net Settlement Amount”).

4.5 Where an Annual Fee is applied by sQuidcard you agree to pay this as described in the ePayment Schedule. The Service fee is payable in advance at the beginning of each contract. 

4.6 You agree that all fees, charges, credits, adjustments, or other amounts that you may owe, constitute a debt that is repayable on demand. This includes any overdrawn amounts on catering accounts.

4.7 All credits and debits to your Designated Account are subject to final audit by sQuidcard. Following such audit, if appropriate and following 7 days prior notice, your Designated Account may be credited if funds are due to you, or you may be invoiced if you owe funds to sQuidcard. This clause survives termination of this Agreement.

4.8 You are responsible for reviewing your weekly statements, invoices and other billing related information provided by sQuidcard. If you identify any discrepancies or billing errors, you must notify sQuidcard within 60 days of the date of the applicable statement or invoice. If you fail to notify sQuidcard of any discrepancies or billing errors within this 60 day period, you will be deemed to have accepted the fees and charges set out on the applicable statement or other billing related document and to have agreed to pay the amounts therein. sQuidcard will not be liable for any error or discrepancy that you have not reported within the 60 day period.

4.9 Fees may be subject to change. You will be given 60 day’s notice of any such changes.

4.10 If you cease to provide the sQuid service during the period of the Agreement, you are responsible for all costs incurred by sQuidcard as stated in the ePayment Schedule.

5. sQuidcard Transactions

Where a physical sQuidcard is in use, when an Account Holder presents a sQuidcard for payment you agree that you will not allow a transaction to take place in return for cash.

6. Charge Backs

Notwithstanding any authorisation or approval of the Transaction, sQuidcard may chargeback to you, for immediate payment, or deduct from payments due to you, or charge against your Designated Account, the total of any Transaction in any of the following circumstances (or if sQuidcard reasonably believes that any of the following circumstances has occurred or is about to occur):

6.1 the Transaction includes a cash advance from you to the Account Holder;

6.2 you have processed any Transaction for merchandise sold, or services supplied, by someone other than yourself;

6.3 the contract of sale or service is voidable at law or the use of the Account of the performance of any person’s obligations under such contract of sale or services involves any illegal or unlawful act; 

6.4 you have failed to comply with the terms of the Agreement;

6.5 the Account Holder alleges that Transaction was effected by fraud or forgery;

6.6 payment was previously mistakenly made by sQuidcard to Merchant;

6.7 the Account used for the Transaction was not a Valid Account; or

6.8 Merchant does not supply to sQuidcard as soon as possible a relevant document or record relating to the Transaction upon request (each event being a “Chargeback Claim”).

7. Account holder disputes and refunds

You agree that you are responsible for any Account Holder disputes. In the event that you agree a refund on a prior Transaction, you will:

7.1 only refund a Transaction, or part thereof, provided it was previously carried out on the sQuidcard Operating Scheme;

7.2 not allow a refund Transaction to take place in return for cash; and

7.3 Follow the instructions supplied by sQuidcard. 

8. Term and Termination

8.1 The Agreement takes effect upon execution by the Parties and remains in full force and effect for the Initial term (as defined in the ePayment Schedule), and automatically extends for additional one year periods thereafter.

8.2 You may terminate this Agreement by giving at least 90 days written notice, such notice to be given not more than 90 days prior to the end of the service term (as described in the ePayment Schedule).

8.3 In the event that you give notice of your intent to terminate in accordance with paragraph 2 above, sQuidcard may, at its sole discretion, withdraw any sQuidcard Equipment belonging to sQuidcard. 

8.4 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

8.4.1 The other party commits a material breach of the terms of this Agreement and (if such breach is remediable), fails to remedy that breach within 30 days after being notified in writing to do so; or

8.4.2 If bankruptcy or insolvency proceedings are commenced against the other party

8.5 You agree that at all times from the date of your 90 day notice of termination through to the actual date of termination and thereafter, you will ensure that any monies due to sQuidcard are available to pay sQuidcard from your Designated Account.

8.6 The rights and obligations of the parties for any particular Transaction completed on or prior to the termination date shall survive termination.

8.7 In the event of termination you will return, at your expense, all material of any kind bearing the trademarks and/or logos of sQuidcard.

8.8 Following termination of the Agreement you agree that you will not represent, in any way, that you are able to accept or honour sQuidcard Transactions.

8.9 Termination of the Agreement will not affect the rights of sQuidcard or your obligations relating to any fees which are due and payable to sQuidcard before the termination date.

8.10 The terms of paragraphs 7, 8, and 9 of this section entitled Terms and Termination shall survive the expiration or termination of this agreement.

9. Assignment

The Agreement is binding upon the parties, heirs, successors, and assigns. Save for transferring to an Affiliate or subsidiary, either party cannot transfer or assign any right, obligation under, or interest in, this Agreement without the prior written consent of the other party. Such consent may not be unreasonably withheld or delayed. 

10. Data Protection

To enable the management and delivery of the agreed services data needs to be shared between the school and sQuidcard. In agreeing these Terms and Conditions you are giving permission for sQuidcard to process any data you send to sQuidcard in the course of business under the Data Sharing Agreement that must be signed prior to any transfer of data.

With regards to all data, sQuidcard undertakes to the Merchant in performing its obligations under this Agreement:

10.1 to comply with all requirements of the Data Protection Act 2018 and the UK General Data Protection Regulation and all subsequent legislation and regulation (Data Protection Laws) relating to its use of personal data supplied to sQuidcard by Account holders for the purposes of this Agreement(User Data); and

10.2 to manage, transmit,  process or otherwise deal with User Data in compliance with Data Protection Legislation.

10.3 sQuidcard shall inform the Merchant immediately of any claim or notice of any potential claim or demand or request made by or received from any Account holders which is in writing, and which relates to any User Data or alleged breach of Data Protection Legislation. 

11. Confidentiality

Each party undertakes that, except as may be required by law, court order or any governmental or regulatory authority, it shall not at any time disclose to any person any confidential information concerning the business affairs, customers, clients, or suppliers of the other party which may have come to its knowledge and each party shall use its reasonable endeavours to prevent the publication or disclosure of any such confidential information.

12. Limitation of liability

12.1 sQuidcard’s liability, if any, for any loss you suffer in connection with this agreement will be limited to actual, direct, and general money damages. The aggregate amount of damages you may receive under the terms of this Agreement shall not exceed the average Fees you pay in one month period for the services you receive under the Agreement. The average Fees will be calculated based on the charges you paid in the twelve months prior to the date you incurred your loss, or such lesser period as may have elapsed from the date the Agreement became effective.

12.2 You agree that in no event will sQuidcard be liable for any claim, loss, billing error, damage or expense caused by sQuidcard’s performance or failure to perform under the Agreement if you do not report the failure to perform within 30 days, and in the case of a billing error 60 days, to sQuidcard.

12.3 sQuidcard will not be liable for any indirect, special, consequential, punitive, or exemplary damages suffered by you or any third party, including loss of profits, lost interest, or other economic loss due to this Agreement, the provision of service hereunder, or your use of any of the service covered by the Agreement.

12.4 You agree not to hold sQuidcard liable for any delay, interruption or cessation of services caused by any event beyond sQuidcard’s reasonable control.

12.5 The terms of this section entitled “Limitation of Liability” survives expiration or termination of this Agreement

12.6 Each party indemnifies and holds harmless the other party  from and against any illegal or unlawful act committed or caused by it; any negligent act, omission, or fraud on its part; any and all claims, losses or damages arising out of or in connection with this Agreement, including, but not limited to: (i) any misuse of the other parties  trademarks; and (ii) any  loss if Account Holder data is compromised as a direct or indirect result of the other parties  failure to comply with its obligations under this Agreement.

12.7 With the exception of sQuidcard’s payment obligations under clause 2, sQuidcard will not be liable in any way to the merchant arising out of or in connection with this Agreement.

12.8 No party shall be liable to the other if it is unable to perform any of its obligations under this Agreement due directly or indirectly to mechanical failure or damage, industrial dispute, war, act of God, or anything outside the party’s reasonable control (or the reasonable control of its agents).

13. Credit and financial information

13.1 Each party may obtain from any source, commercial and credit information about the other party that it deems appropriate.

13.2 Each party shall notify the other party immediately of any bankruptcy, receivership, insolvency, or similar action or proceeding initiated by or against that party and the party shall include the other party on the list of creditors filed with any bankruptcy authority whether or not a claim may exist at the time of filing.

14. Warranties and representations

sQuidcard warrants to the Merchant that:

14.1 sQuidcard will perform the Services with reasonable care and skill in accordance with generally recognised commercial practices and standards;

14.2 The Service will conform with all descriptions and specifications provided to the Merchant; and

14.3 The Services will be provided in accordance with all applicable legislation from time to time in force.

15. Indemnification

15.1 You agree to indemnify sQuidcard from and against any and all liabilities, losses, expenses, damages, disputes, offsets, compensation and claims or counterclaims of any nature made by a Account Holder or any other person or entity with regard to any transaction under the Agreement or any service provided hereunder.

15.2 You agree to indemnify and hold sQuidcard harmless from any costs incurred by sQuidcard as a result of your action or inaction as a result of unauthorised use of a service or piece of equipment or as a result of entering into this Agreement. 

15.3 The terms of this section entitled Indemnification survive expiration or termination of this Agreement.

16. Miscellaneous

16.1 Any notice or other communication required or permitted shall be in writing and delivered personally or sent by regular or registered mail or overnight courier. All notice sent shall be effective upon actual receipt by the Company Secretary of sQuidcard Ltd, 1st Floor Office, 78-80 Portsmouth Road, Surbiton, Surrey, KT6 5PT.

16.2 Notices to you shall be effective upon sending such notice to your address as set out in this Agreement.

16.3 You agree to notify sQuidcard within 60 days before you liquidate your business.

16.4 If you change your Designated Account details you shall provide written notice of the change to the Company Secretary, sQuidcard Ltd, 1st Floor Office, 78-80 Portsmouth Road, Surbiton, Surrey, KT6 5PT.

16.5 The merchant will be responsible for all Fees or penalties or losses of any nature which result from any failure by the merchant to provide such notice to sQuidcard.

16.6 A person who is not a party to this Agreement shall not have any right under or in connection with it.

This Agreement is governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts

Version 5.8.3