You and Fuse agree as follows:

1. Definitions and interpretation

1.1. In this Agreement unless the context otherwise, the following terms shall have the following meanings:

"Authorisation" means the confirmation at the time of a Transaction from the relevant Card Issuer that the Card used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised and that there are sufficient funds available for the relevant Transaction;

"Card" a current and valid credit, debit or charge card that Fuse may accept for processing by the Services under the terms of this Agreement;

“Account” means a unique Fuse account through which Merchant can access the Acquiring Services and settings related thereto;

“Acquirer Fees” the Fees payable by the Merchant to Fuse in respect of the financial institution to which the Merchant’s Transaction instructions are routed for authorisation and settlement;

“Acquirer Services” the services provided by the Acquirer from time to time relating to the authorisation and settlement of Transactions;

“Acquirer Terms” the terms and conditions to which the Merchant has contractually agreed in respect of the Acquirer and the Acquirer Services from time to time;

“Acquirer” the financial institution to which the Merchant’s Transaction instructions are routed for authorisation and settlement, as notified to Fuse by the Merchant;

“Acquiring Services” means Card Acquiring Services;

“Admin User” means a User that Merchant has authorised to make Services selection preferences on behalf of the Merchant, activate and deactivate other Users and exercise administrative privileges in the Account;

“Agreement” means these Terms and Conditions together with any relevant Schedules or Fee Agreements;

“Applicable Law” means all laws or regulations (and including the requirements of any Regulatory Authority) applicable to a Party (including a Party’s rights or obligations) or to any Transaction or Refund for the time being in force in any jurisdiction;

“Breach of Duty” means the breach of any: (i) obligation arising from the express or implied terms of this Agreement to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill;

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the United Arab Emirate) when banks in the U.A.E. are open for business;

“Card Issuer” means a Person which issues Cards;

“Card Schemes” means schemes governing the issue and use of Cards including Visa, Mastercard or as may be approved and notified by Fuse to Merchant in writing from time to time;

“Card” means a credit, debit, charge, purchase or other payment card issued by a Card Issuer under a Card Scheme whose payments we are processing;

“Chargeback” means either: (i) any circumstances where Card Issuers, Card Schemes and/or Third Party Services either refuse to Settle a Transaction or demand payment from Fuse in respect of a Transaction that has been Settled and/or in respect of which Remittance been made to you; or (ii) any other circumstance where any Third Party Service (e.g. Acquirer) either refuses to make a payment to Fuse (including a Payment) or demands payment from Fuse in respect of a disputed Payment or other payment made to Fuse in respect of a Transaction, or in respect of which Payment or other payment has been made to you; in each case notwithstanding any Authorisation;

“Commencement Date” means the date on which this Agreement has been signed by each of the Parties;

“Confidential Information” means any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is not publicly available or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the Commencement Date, together with any reproductions of such information or any part of it;

“Control” or “Controlled” means the exercise, or ability to exercise or entitlement to acquire, direct or indirect control over the Merchant or Fuse (as applicable);

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

“Customer” means the person that holds a Card and orders products or services from the Merchant in respect of which payment shall be made using the Acquiring Services;

“Data Protection Legislation” means in relation to any Personal Data which is Processed in the performance of this Agreement, the Federal Decree-Law No. 45/2021 on the Protection of Personal Data (PDPL 2021) in the U.A.E., the General Data Protection Regulation (GDPR) in the EU, together with any national implementing laws, regulations, secondary legislation and any other applicable or equivalent data protection or privacy laws, as amended or updated from time to time and any successor legislation to such laws;

“Data Subject” means any individual person who can be identified, directly or indirectly, via an identifier such as a name, an ID number, location data, or via factors specific to the person's physical, physiological, genetic, mental, economic, cultural or social identity;

“Data Transaction” means the receipt or sending of Merchant Data to or from the Merchant, a Customer, a User or Third Party Service on Merchant instructions via the Acquiring Services;

“Data” means documents, data and records of any kind relating to Transactions, Chargebacks, Representments, Retro-Charge or Refunds (including, for the avoidance of doubt, data relating to Cards and Customers) and shall include Transaction Personal Data and Sensitive Authentication Data;

“Event of Force Majeure” has the meaning given to it in Clause 12.1;

“Fees” means the fees payable by the Merchant to Fuse for the provision by Fuse of the Services, as set out in Schedule C to this Agreement;

“Intellectual Property Rights” means copyright and related rights, trademarks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Inward Payment” means funds received by a Third Party Service, either originating from a Customer or otherwise, with a reference identifying the Merchant as the intended recipient and beneficiary;

“Liability” means liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract);

“Merchant Bank Account” means an account in the name of the Merchant with a duly authorised credit institution acceptable to the Acquirer that is maintained by the Merchant for the purposes of receiving Remittances and paying your Fees due to Fuse or Third Party Services;

“Merchant Data Consent” means the express consent granted by the Merchant for Fuse to collect, process and disclose Merchant Data in accordance with the terms of this Agreement incorporated herein by reference and set out in the Merchant Data Consent Schedule set out at the end of this Agreement;

“Merchant Data” means data concerning Transactions or other Merchant or Customer activity available through the Acquiring Services (i) from Fuse; or (ii) from a Third Party Service;

“Merchant Guide” mean any instructions, guidance or manuals made available by Fuse with respect to the Services, as amended from time to time;

“Merchant” the recipient of services from Fuse under this Agreement;

“MID” the merchant identification number (being a unique code) allocated to the Merchant by the Acquirer in order for the Merchant to receive the Acquirer Services and process Transactions using the Services;

“Network Rules” means all applicable rules, regulations and operating guidelines issued by the Card Schemes from time to time relating to Cards, Transactions, and any payments or processing of Data relating thereto (including those communicated to you in the Merchant Guide and such rules, regulations and guidelines posted on the Card Scheme websites from time to time;

“Normal Business Hours” means 09.00 to 16.00 Gulf Standard Time, Monday to Friday on Business Days, or any other hours published from time to time on Fuse’s platform;

“Other Financial Institution” means a Third Party Service that is a financial institution;

“Other Payments Organisation” means a Third Party Service that is providing payment services or services in support of payment services;

“Outward Payment” means a payment transaction whereby a Third Party Service transfers funds to the bank account designated by the Merchant in accordance with the Merchant instructions;

“Parties” means Fuse and the Merchant, and “Party” shall mean either of them;

“Payments” means together, Inward Payments and Outward Payments;

“Person” means any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, association, organisation or trust (in each case, irrespective of the jurisdiction in or under the law of which it was incorporated, formed or otherwise exists);

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data. This includes breaches that are the result of both accidental and deliberate causes;

“Personal Data” means any information which is related to an identified or identifiable natural person, and relates only to personal data, or any part of such personal data, of which the Merchant is the Controller and in relation to which Fuse is the Processor and providing services under this Agreement;

“Privacy Policy” means the Fuse privacy policy, posted here https://www.fuse.me/privacy-policy

“Process” and “Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means;

“Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;

“Reason Code” means a code or category used by any Card Scheme to classify a specific activity, act or omission, including any code in the Visa Merchant Alert Service, Mastercard Member Alert to Control High-Risk Merchants or an equivalent for any other Card Scheme, or a Regulatory Authority blacklist;

“Refund” means a Transaction, in respect of an initiating Transaction, made wholly or partially to reverse that initiating Transaction;

“Regulatory Authority” means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof and any body which succeeds or replaces any of the foregoing;

“Remittance” means any payment a Third Party Service or Merchant makes under a Third Party Service Agreement (and “Remit” will be construed accordingly);

“Representment” means a Transaction to reverse a Chargeback by the re-execution of the original Transaction, where Merchant has successfully challenged the Chargeback;

“Restricted Person” means a person that is (i) listed on, or owned or Controlled by a Person listed on any Sanctions List; (ii) located in, incorporated under the laws of, or owned or Controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions;

“Retro-Charge” means a Transaction initiated by you to reverse a Refund to which the Customer was not entitled;

“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury;

“Schedule” means a schedule containing a further description of the Services provided by Fuse to the Merchant, including further rights and obligations for the Parties in relation to such Services;

“Sensitive Authentication Data” means security related information used to authenticate Cardholders and authorise Card transactions. Sensitive Authentication Data elements include magnetic stripe data (PAVE, CVV, CVC, CID) PINs, PIN blocks and the three or four digit number security code found either on the front or on the back of a card (e.g. MasterCard CVC2/ Visa CVV2);

“Settlement” means the crediting to the Merchant of the value of a Transaction as determined by the relevant Card Scheme or Third Party Service as the case may be (and “Settle”and “Settled” shall be construed accordingly);

“Special Categories of Personal Data” means includes race, ethnic origin, health data, genetic data, certain biometric data, information about sex life or sexual orientation, political opinions, religious beliefs, philosophical beliefs, and trade union membership;

“Supervisory Authority” means any regulatory authority responsible for the enforcement of Data Protection Legislation;

“Term” has the meaning given to it in Clause 10.1;

“Third Party Service Agreement” means an agreement between the Merchant and a Third Party Service concerning the supply of Third Party Services to or for the benefit of the Merchant;

“Third Party Service” means a party to a Third Party Service Agreement with the Merchant, such as, for example an Acquirer or an Issuer;

“Transaction” means any payment by a Customer for goods and/or services purchased by a Customer from and provided by the Merchant, using a Card, a Card number or otherwise to debit or credit the applicable Card account in accordance with the terms of the applicable Third Party Service Agreement (e.g. Acquirer agreement) and in relation to which Fuse supplies any of the Services to the Merchant, or a reversal of the same. Unless the context requires otherwise, a reference to “Transaction” shall include a reference to a Refund, a Representment, a Retro-Charge, a Recurring Transaction and a series of connected Transactions; and

“User” means an employee or independent contractor of the Merchant who is authorised by the Merchant to use the Services on behalf of the Merchant.

1.2. references to “Clauses” are to clauses of this Agreement; references to “Paragraphs” are to paragraphs of a Schedule;

1.3. the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

1.4. a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.5. a reference to a Party includes its personal representatives, successors or permitted assignees;

1.6. Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral;

1.7. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.8. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative, shall not limit the sense of the words preceding or following those terms, and shall be deemed to be followed by the words “without limitation” unless the context requires otherwise; and

1.9. a reference to “writing” or “written” includes in electronic form and similar means of communication.

2. Agreement

2.1. The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by the Merchant in whatever form and at whatever time. These Terms and Conditions apply to all Services.

2.2. Save as expressly provided in this Agreement, this Agreement shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties preceding the date of this Agreement and in any way relating to the subject matter of this Agreement and to the exclusion of any representations not expressly stated in this Agreement except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the Parties acknowledges that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

2.3. This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

2.4. This Agreement shall be legally formed and the Parties shall be legally bound when Fuse has received and signed the Agreement that has been signed by an authorised signatory of the Merchant and submitted by the Merchant to Fuse. Submission to Fuse by the Merchant of the Agreement as signed by the Merchant shall be deemed to be an offer by the Merchant to purchase Services from Fuse, subject to the provisions of this Agreement, and Fuse’s counter-signature shall be considered acceptance of such offer, but the requirements for Fuse to perform any of its obligations under this Agreement shall be conditional upon Fuse’s receipt from the Merchant of any advance payment of Fees as required under this Agreement.

2.5. If the Merchant provides to Fuse a purchase order for the Merchant’s receipt of Services other than as set out in Clause 2.4, that purchase order (and any terms and conditions attached or referred to in it) shall be purely for the Merchant’s administrative purposes and shall not form part of this Agreement.

2.6. In the event of a conflict between these Terms and Conditions and the Schedules, then these Terms and Conditions shall prevail over a Schedule.

3. Services

3.1. Fuse will provide the Services to the Merchant as set out in Schedule A to this Agreement, and agrees to abide by the Service Level Agreements in Schedule B to this agreement.

3.2. Fuse warrants that it shall provide the Services with reasonable skill, care and diligence using appropriately experienced and qualified personnel.

3.3. So long as the Merchant is not in breach of this Agreement, the Merchant shall be granted a unique and private Account accessible through the Services. The Account shall be a record of Data Transactions. Fuse shall provide the Merchant with access codes for the Account. The Merchant shall not disclose such codes or permit any third party to use them on penalty of forfeiting the whole of the Account. The Merchant assumes full responsibility for the use of the Account.  From time to time, the Merchant will be invited to enter certain preferences and specifications within the Account that will apply to the Services; the Merchant assumes exclusive responsibility for such selections even if they contain errors by the Merchant, or result in losses to the Merchant. Any additional terms and conditions posted to the Account or specific Fuse Service preferences selected by the Merchant are incorporated herein by reference.  

3.3.1. An Admin User may be granted administrative rights in the Account, including the right to allow more than one individual User from the Merchant organisation to access the Merchant Account.  Where there is more than one User in the Account, the Merchant is responsible for all acts and omissions of each individual User. The Merchant guarantees that each User shall comply with the terms of this Agreement.  Each reference to the Merchant in this Agreement shall refer to both the Merchant and each of its Users.

3.3.2. Except as required to deliver the Fuse Service or as otherwise required by law, Fuse shall not grant any third party access to the Account.

3.3.3. The Merchant shall notify Fuse by email to [email protected] immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party.  Fuse may interrupt or refuse all access and any orders made using this password within one (1) business day following the receipt of the notification.  

3.4. Fuse shall ensure that it:

3.4.1. Has all necessary consents, rights and permission to enter into, and perform its obligations under, this Agreement; and

3.4.2. shall comply with all applicable laws, statutes, regulations and by-laws in relation to the exercise of its rights and performance of its obligations under this Agreement.

3.5. Fuse is not responsible for any people, equipment, deliverables or services that it is not expressly stipulated to provide in this Agreement. The Merchant is responsible for any people, equipment, deliverables and services that it needs to obtain from someone other than Fuse. Except for any matter in relation to which Fuse specifically agrees in writing to advise or do, it shall not be responsible, or have any Liability (subject to Clause 9.2) for advising on, or failing to advise on, or doing, or failing to do, anything else.

3.6. Subject to Clause 9.2, Fuse shall not have any Liability for any delays or failures to accurately perform its obligations under this Agreement if caused by any failure or delay on the Merchant’s part or on the part of the Merchant’s employees, agents or subcontractors or by any breach by the Merchant of this Agreement or any other agreement. If there is any slippage in time, Fuse shall use its reasonable endeavours to reschedule delayed tasks to a mutually convenient time.

3.7. If Fuse is delayed or hindered in providing any Services as a result of any breach, delay or failure by the Merchant to perform any of its obligations under this Agreement or of any other agreement between the Parties, then Fuse may charge the Merchant for any time reasonably incurred as a result of the hindrance or breach.

3.8. The Merchant acknowledges that Fuse’s ability to provide the Services may be subject to the approval and acceptance of Third Party Services, including but not limited to the Acquirer, that provides merchant-acquiring or other services to the Merchant. Any such Third Party Services are the responsibility and liability of the relevant Third Party Service and the Merchant acknowledges that the acts or omissions of any such third party may impact on Fuse’s ability to perform the Services. Fuse shall not have any Liability (subject to Clause 9.2) for any delay in or non-performance of the Services which is caused by any Third Party Service.  Where Third Party Services are indicated as being compatible with the Services within the Account, the Merchant may initiate Data Transactions with respect to such Third Party Services the results of which are determined as per the terms of the applicable Third Party Service Agreement. Fuse may, at its sole discretion, add or remove integrations and compatibility of the Services with any one or another Third Party Service without prior notice to or consent of the Merchant.  

3.9. The Services may also enable electronic communication between the Merchant and its Customers.

3.10. Fuse reserves the right to change the Services at any time, including making changes to the Services to comply with applicable laws and/or regulations, or changes which do not materially affect the functionality of the Services. In the event that such changes impact the way in which the Merchant uses the Services, Fuse will inform the Merchant in advance of the change.

3.11. Fuse shall not provide any training of personnel utilised by the Merchant as part of the Services.

3.12. Fuse:

3.12.1. does not warrant that the Merchant's use of the Services will be uninterrupted or error-free; and

3.12.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and the Merchant acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Whilst Fuse will use reasonable endeavours to make the Services available, Fuse shall not have any Liability (subject to Clause 9.2) if for any reason the Services are unavailable for any time or for any period.

3.13. Fuse does not guarantee that the Services will be free from faults. Subject to any other support made available in respect of a specific Service, Fuse shall use its reasonable endeavours to:

3.13.1. Provide technical support via a “Help Desk” service available during Normal Business Hours, available at [email protected]; and

3.13.2. correct any errors or omissions in the Services as soon as practicable during Normal Business Hours after receiving full and clear information on them from the Merchant via the Help Desk service;

3.13.3 respond to a request for Support Services within a reasonable time, but Fuse cannot guarantee any particular result or outcome nor within any particular time. In particular, without limitation, Fuse may need to obtain support in turn from a third party that assists Fuse with the provision of the Support Services.

3.14. Third Party Services may from time to time offer independent support services to the Merchant in respect of the Services, for which the Merchant acknowledges that Fuse has no Liability (subject to Clause 9.2); in such circumstances, the contact details for the Merchant to obtain such support shall be provided by Fuse, as notified to the Merchant by Fuse from time to time, or as otherwise made available to the Merchant by the relevant Third Party Service.

3.15. The Support Services exclude the resolution of faults or defects that arise as a result of the Merchant’s failure to comply with this Agreement or any other agreement between the Parties, or due to the act or omission of any third party. Fuse may provide those excluded services as part of the Support Services at its absolute discretion; subject to Clause 9.2, Fuse shall not have any Liability for its provision of any of those excluded services to the Merchant.

3.16. Except as specifically stipulated in this Agreement, Fuse:

3.16.1. shall not be responsible for providing or achieving any particular results or outcomes or within a particular time; and

3.16.2. excludes all conditions, warranties, terms and obligations, whether expressed or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of this Agreement and the Services.

4. The Merchant’s obligations

4.1. The Merchant shall:

4.1.1. ensure that any instructions it provides to Fuse for or in respect of the Services are complete, accurate and up-to-date;

4.1.2. Comply with the Service Level Agreements and Acceptable Use Policy in Schedule B to this agreement;

4.1.3. ensure that Transaction information shared by the Merchant with Fuse in respect of the Services is complete, accurate and up-to-date;

4.1.4. comply with the Acquirer Terms and other Third Party Service Agreements; the Merchant acknowledges that any such Third Party Service Agreement forms a contract that is solely between the Merchant and the Third Party Service; the enforcement of any contractual obligations arising out of such Third Party Service Agreement is the responsibility of the Merchant and the relevant Third Party Service (being the parties to such Third Party Service Agreement), and, subject to Clause ‎9.2, Fuse shall not have any Liability for the failure of either the Merchant or the Third Party Service to fulfil such obligations;

4.1.5. during the term of this Agreement and for such period as may be required following termination or expiry of this Agreement as may be reasonably necessary, open and maintain in its name a MID;

4.1.6. obtain the prior written authorisation of Fuse prior to moving the relevant Acquirer Services away from an Acquirer to another Acquirer;

4.1.7. Provide Fuse with accurate and up to date information in respect of the Merchant’s MID and the Merchant’s access to and use of the Acquirer Services, on which information Fuse shall be entitled to rely in order to provide the Services;

4.1.8. The Merchant acknowledges that any communication between the Merchant and a Customer via the Services occurs within the context of the relationship between Merchant and their Customer for which the Merchant assumes exclusive liability; the Merchant shall ensure that it has put in place all necessary agreements, privacy consents and other disclosure necessary for any such communication by way of the Services;

4.1.9. Promptly provide to Fuse such data, information and assistance that will enable Fuse to carry out fully, accurately and promptly its obligations under this Agreement;

4.1.10. have all rights, permissions and consents to enter into, and perform its obligations under, this Agreement, and to make use of the Services; and

4.1.11. comply with all applicable laws, statutes, regulations and by-laws in relation to the exercise of its rights and performance of its obligations under this Agreement.

4.2. The Merchant acknowledges that it requires a MID to access the Services, and that the Acquirer may at any time:

4.2.1. reject MID applications at its discretion; and/or

4.2.2. Terminate the Merchant’s merchant services agreement with the Acquirer in accordance with the Acquirer Terms.

In the event that Clause 4.2.1 or Clause 4.2.2 applies to the Merchant, Fuse may terminate this Agreement with immediate effect by giving notice to the Merchant; the Merchant shall be obligated to pay to Fuse the Fees that would otherwise have been payable by the Merchant to Fuse in respect of each Service, had this Agreement continued (and not terminated early) until the earliest date that each Service could otherwise have been terminated by the Merchant in accordance with this Agreement, together with the Acquirer Fees until the latest such date.

4.3. It is the Merchant’s responsibility to ensure that the Services are sufficient and suitable for its purposes and meet its individual requirements. This responsibility includes ensuring that the Services, and any deliverables or other materials Fuse provides as part of the Services, are compliant with any regulatory regime to which the Merchant is subject. Fuse shall not be responsible or, subject to Clause 9.2, have any Liability in the event that the Services are not suitable for the Merchant’s purposes or do not meet the Merchant’s individual requirements, including if they fail to comply with any laws or regulations to which the Merchant is subject.

4.4. The Merchant is responsible for ensuring that it provides Fuse with the information and assistance required to enable Fuse to properly provide the Services. Fuse shall not be responsible or, subject to Clause 9.2, have any Liability for any failure to provide the Services to the extent caused by the Merchant’s failure to properly ensure the provision of the relevant information and/or assistance, including as set out in Clause 4.1.

4.5. The Merchant is responsible for any complaints made by Customers in respect of goods and services made available by the Merchant, or the Services. Fuse will direct any such complaints it receives from Customers to the Merchant.

4.6. The Merchant shall notify Fuse immediately in the event that the Merchant becomes aware of any:

4.6.1. breach of applicable laws and/or regulations in respect of use of the Services;

4.6.2. matter which may impact the ability of Fuse to provide the Services in accordance with this Agreement and applicable laws and/or regulations;

4.6.3. errors in the Services or the Merchant’s use of the Services, including in respect of Transactions; and/or

4.6.4. dispute between the Merchant and the Acquirer or any other Third Party Service.              

4.7. The Merchant acknowledges that each Third Party Service has its own privacy policies and that Fuse does not accept any responsibility or Liability (subject to Clause 9.2) for those policies.

5. Acquirer Services

5.1. For the avoidance of doubt, Fuse accepts Liability in respect of the Services only. The Merchant’s access to, and the availability of, Acquirer Services is subject to the relevant Acquirer Terms. The Merchant warrants that it has read and accepted the Acquirer Terms. Fuse shall not have any Liability (subject to Clause 9.2) in respect of any Acquirer Terms, including any failure by the Merchant or the Acquirer to comply with the relevant Acquirer Terms or to honour the terms of any Transaction.

5.2. The Merchant shall indemnify Fuse against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all penalties and legal costs(calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Fuse arising out of or in connection with:

5.2.1. any breach, negligent performance or non-performance by the Merchant or the Acquirer of any Acquirer Terms or the Acquirer Services;

5.2.2. any claim made against Fuse by any third party arising out of the Acquirer Services in respect of any Transaction;

5.2.3. any claim made against Fuse arising from or out of any other Third Party Services; and

5.2.4. any failure by the Merchant to obtain, or maintain, a valid and current MID.

This indemnity shall apply whether or not Fuse has been negligent or at fault.

6. Intellectual Property Rights

6.1. The Merchant acknowledges that all Intellectual Property Rights in the Services belong and shall belong to Fuse or the relevant third-party owners (as the case may be), and the Merchant shall have no rights in or to the Services other than the right to use them in accordance with the terms of this Agreement.

6.2. Fuse acknowledges that the Merchant shall own and retain all rights, title and interest in and to the Personal Data. Fuse shall not have any rights to access, use or modify the Personal Data without the Merchant’s prior written consent, except to the extent necessary for the Merchant to access the Services or as otherwise required by applicable law.

7. Data Protection

7.1. The Parties acknowledge that, for the purposes of Data Protection Legislation, the Merchant is the Controller and Fuse is the Processor of any Personal Data, and that the scope, nature and purpose of Processing is set out in Schedule C.

7.2. Each Party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Data Protection Legislation which are appropriate to its performance of the obligations under this Agreement.

7.3. Each Party confirms that, in the performance of this Agreement, it will comply with Data Protection Legislation.  

7.4. Fuse shall:

7.4.1. Process Personal Data only on documented instructions from the Merchant, unless required to do so by Data Protection Legislation or any other applicable law to which Fuse is subject; in such a case, Fuse shall inform the Merchant of that legal requirement before Processing, unless that law prohibits Fuse to so inform the Merchant;

7.4.2. ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

7.4.3. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of Fuse’s systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by Fuse);

7.4.4. notify the Merchant as soon as reasonably practicable before appointing any subcontractor in respect of Processing of Personal Data, and ensure that any such subcontractor is subject to a contract for Processing that complies with Data Protection Legislation; if the Merchant (acting reasonably) objects to the appointment of the subcontractor for reasons relating to the Processing of Personal Data, the Merchant shall have the right to terminate this Agreement on 90 days’ written notice; for the avoidance of doubt, by entering into this Agreement the Merchant provides its consent to Fuse using those subcontractors listed in Schedule C;

7.4.5. taking into account the nature of the Processing, assist the Merchant by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Merchant’s obligation to respond to requests for exercising the Data Subject's rights laid down in Data Protection Legislation, to the extent that such requests relate to this Agreement and Fuse’s obligations under it;

7.4.6. assist the Merchant, at the Merchant’s cost, in responding to any request from a Data Subject and in ensuring compliance with the Merchant’s obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.4.7. at the Merchant’s option, delete (to the extent practicable) or return all the Personal Data to the Merchant after termination of this Agreement or otherwise on the Merchant’s request, and delete existing copies (to the extent practicable) unless applicable law requires Fuse’s ongoing storage of the Personal Data;

7.4.8. not share the Personal Data with any other processors of personal data that the Merchant commissions without the Merchant’s prior written consent;

7.4.9. Make available to the Merchant all information necessary to demonstrate Fuse’s compliance with this Clause 7.4, and allow for and contribute to audits, including inspections, conducted by the Merchant or another auditor mandated by the Merchant, provided that:

(a) Fuse is given reasonable notice of any such audit;

(b) any audit takes place during normal business hours and with no unreasonable disruption to Fuse’s business;

(c) the Merchant (or its nominee) shall have access only to information relating to the Processing of Personal Data and Fuse’s compliance with this Clause ‎7.4; and

(d) the Merchant (or its nominee) shall not have access to any information that is proprietary to Fuse, or confidential information that Fuse holds on behalf of third parties;

inform the Merchant immediately if, in Fuse’s opinion, an instruction from the Merchant infringes (or, if acted upon, might cause the infringement of) Data Protection Legislation; and

7.4.10. not transfer any Personal Data outside of the United Kingdom and the European Economic Area, other than to the U.A.E. unless the prior written consent of the Merchant has been obtained and the following conditions are fulfilled:

(a) Fuse has provided appropriate safeguards in relation to the transfer;

(b) the Data Subject has enforceable rights and effective legal remedies;

(c) Fuse complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(d) Fuse complies with reasonable instructions notified to it in advance by the Merchant with respect to the Processing of the Personal Data.

7.5. Data processing hereunder by Fuse shall be in accordance with its Privacy Policy.

7.6. Each Party will notify the other Party as soon as is reasonably practicable (and in any event within 24 hours) if it becomes aware of a Personal Data Breach relating to either Party’s obligations under this Agreement.

7.7. The Merchant shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Laws. Fuse will provide the Merchant with reasonable assistance, where necessary and upon the Merchant’s request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.

7.8. It is the Merchant’s responsibility to ensure that Personal Data is dealt with in a way that is compliant with the ‘data protection principles’ set out in Data Protection Legislation.

7.9. The Merchant shall ensure that:

7.9.1. the Merchant is able to justify the Processing of Personal Data in accordance with Data Protection Legislation (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that the Merchant has recorded or documented this in accordance with the record keeping requirements of Data Protection Legislation;

7.9.2. Where Personal Data falls within the Special Categories of Personal Data, the Processing of such Special Categories of Personal Data is justified as lawful under Data Protection Legislation;

7.9.3. where theProcessing of Special Categories of Personal Data is not justified as lawful under Data Protection Legislation, no such Personal Data will be sent to Fuse; and

7.9.4. the Merchant has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Fuse for the Term for the purposes of this Agreement.

7.10. Each Party agrees to indemnify, and keep indemnified and defend at its own expense, the other Party, against all costs, claims, damages or expenses incurred by the other Party or for which the other Party may become liable, due to any failure by the first Party or its employees or agents to comply with this Clause 7.

8. Fees

8.1. In consideration of the Merchant obtaining the relevant Services from Fuse pursuant to this Agreement, the Merchant shall pay to Fuse the Fees, which are set out in Schedule D to this Agreement.

8.2. Unless otherwise agreed, Fuse will deduct transaction fees at the time of each transaction. The total transaction cost will therefore include all fees owed to Fuse. All other fees (where relevant) will be invoiced on a monthly basis, and must be paid within 14 days of the date of the invoice. 

8.3. All sums due under this Agreement are exclusive of VAT or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.

8.4. The Merchant shall pay to Fuse all sums due under this Agreement:

8.4.1. by any payment method that Fuse may stipulate from time to time; no payment shall be considered paid until Fuse has received it in cleared funds in full;

8.4.2. in USD unless otherwise directed; and

8.4.3. in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.5. Fuse reserves the right to increase the Fees by giving the Merchant not less than 30 days’ notice of such increase taking effect. If, following receipt of such notice from Fuse, the Merchant intends to terminate this Agreement, the Merchant may terminate this Agreement by the provision to Fuse of 30 days’ notice, to be served on Fuse no later than two Business Days following theMerchant’s receipt of Fuse’s notice in respect of the Fee increase.

8.6. If the Merchant is late in paying any part of any monies due to Fuse under this Agreement and such payment remains outstanding for seven days following Fuse providing notice to the Merchant of such outstanding payment, Fuse may (without prejudice to any other right or remedy available to Fuse whether under this Agreement or by any statute, regulation or by-law) do any or all of the following:

8.6.1. Recover Fuse’s costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and/or

8.6.2. Suspend performance of this Agreement until payment in full has been made.

8.7. The Merchant agrees that Fuse may engage in Data Transactions with Third Party Service as per the Merchant instructions in the Account or otherwise hereunder. The Merchant acknowledges that Fuse may use and share the Merchant’s information with third parties (including credit reference agencies, Fuse’s associated companies, Fuse’s funders and any person to whom Fuse may assign its rights under this Agreement) to help Fuse and those third parties assess financial and insurance risks, recover debt, develop customer relationships, services and systems, and prevent and detect crime. That information may include information about Transactions.

8.8. Fuse reserves the right to:

8.8.1. Share information it holds in respect of the Merchant with credit reference agencies; and

8.8.2. Make periodic searches of and provide information (including how the Merchant manages its account and any arrears) to credit reference agencies and fraud prevention agencies to manage and make decisions about the Merchant’s account.

Such information may be used by other credit providers to make decisions about the Merchant and its financial associates.

9. Limitation of Liability

9.1. This Clause 9 prevails over all of this Agreement and sets forth the entire Liability of Fuse, and the sole and exclusive remedies of the Merchant, in respect of:

9.1.1. performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any services in connection with this Agreement; or

9.1.2. otherwise in relation to this Agreement or entering into this Agreement.

9.2. Neither Party excludes or limits its Liability for:

9.2.1. its fraud; or

9.2.2. death or personal injury caused by its Breach of Duty; or

9.2.3. any other Liability which cannot be excluded or limited by applicable law.

9.3. Subject to Clause 9.2, and other than any Liability arising pursuant to this Agreement, Fuse does not accept, and hereby excludes, any Liability for Breach of Duty.

9.4. Subject to Clause 9.2, Fuse shall not have any Liability in respect of any:

9.4.1. indirect or consequential losses, damages, costs or expenses;

9.4.2. loss of actual or anticipated profits;

9.4.3. loss of contracts;

9.4.4. loss of use of money;

9.4.5. loss of anticipated savings;

9.4.6. loss of revenue;

9.4.7. loss of goodwill;

9.4.8. loss of reputation;

9.4.9. loss of business;

9.4.10. ex gratia payments;

9.4.11. loss of operation time;

9.4.12. loss of opportunity;

9.4.13. loss caused by the diminution in value of any asset; or

9.4.14. loss of, damage to, or corruption of, data;

whether or not such losses were reasonably foreseeable or Fuse or its agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Clauses 9.4.2 to 9.4.14 (inclusive) of this Clause 9.4 apply whether such losses are direct, indirect, consequential or otherwise.

9.5. Subject to Clause 9.2, Fuse’s total aggregate Liability arising out of or in connection with:

9.5.1. a particular Service shall be limited to the extent set out in each relevant Schedule; and

9.5.2. all other claims in aggregate (including claims in respect of a Service for which a limit is not set out in that relevant Schedule) shall be limited to 100% of all amounts paid and total other sums payable, in aggregate, by the Merchant to Fuse under this Agreement in the 12 months prior to the date on which the claim first arose.

9.6. The limitation of Liability under Clause 9.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of thisAgreement.

9.7. The Merchant acknowledges and accepts that Fuse only provides the Services on the express condition that Fuse will not be responsible, nor, subject to Clause 9.2, shall Fuse have any Liability, directly or indirectly, for any act or omission of the Merchant, the Merchant’s affiliates or its or their employees, agents, contractors or customers or any third party.

9.8. Nothing in this Agreement shall restrict or limit either Party's general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this Agreement.

10. Term and termination

10.1. This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the termination provisions under this Agreement, shall continue in full force and effect until the latest of:

10.1.1. The completion of the provision of the Services under Schedule A; or

10.1.2. The conclusion of payment of all Fees due under this Agreement;

(the “Term”).

10.2. Without prejudice to any of Fuse’s rights or remedies, Fuse may terminate this Agreement (or any Schedule) with immediate effect (or such other notice period as Fuse sees fit at its absolute direction) by giving notice to the Merchant if:

10.2.1. the Merchant fails to pay any amount due under this Agreement on the due date for payment and such amount remains in default not less than 14 days after being notified to make such payment;

10.2.2. in accordance with Clause 4.2; and/or

10.2.3. if the Acquirer requires Fuse to do so.

10.3. Without affecting any other rights or remedies that it may be entitled to, either Party may give notice in writing to the other Party terminating this Agreement (or any Schedule) immediately if:

10.3.1. Without prejudice to Clause 10.2, the other Party is in material breach of any of its obligations under this Agreement (or in respect of that particular Schedule), and, where such material breach is capable of remedy, the other Party fails to remedy such breach within a period of 10 Business Days of being notified of such breach by the Party;

10.3.2. the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made, or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; and/or

10.3.3. the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

10.4. Without prejudice to any of Fuse’s rights or remedies, Fuse may terminate this Agreement (or any Schedule) at any time by giving not less than one month’s notice to the Merchant.

10.5. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (or in respect of the relevant terminated or expired Schedule) shall remain in full force and effect.

10.6. Termination or expiry of this Agreement (or any Schedule) shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement (or in respect of a Schedule) which existed at or before the date of termination or expiry.

10.7. On termination or expiry of this Agreement (or in respect of any Schedule) for any reason:

10.7.1. Fuse shall cease to provide the Services under this Agreement (or that particular Schedule); and

10.7.2. the Merchant shall pay to Fuse all amounts owing to Fuse under this Agreement (or in respect of that Schedule), whether invoiced or not.

10.8. On termination (or expiry) of this Agreement, howsoever arising, each Schedule (and any Services) then in force at the date of such termination shall continue in full force and effect for the remainder of the term of such Schedule (and such Services), unless terminated earlier in accordance with the terms of such Schedule.

10.9. The termination of any Schedule shall not affect any other Schedule or thisAgreement.

11. Confidentiality

11.1. Each Party must keep the other Party’s Confidential Information confidential and must not:

11.1.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; 

11.1.2. disclose this Confidential Information to other entities within its Group, or indirectly linked to the party, for financial gain; or

11.1.3. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 11.

Each Party must use adequate procedures and security measures to protect the other Party’s Confidential Information from inadvertent disclosure or release to unauthorised persons.

11.2. A Party may disclose the other Party’s Confidential Information to those of its employees, agents and subcontractors who need to know such Confidential Information provided that:

11.2.1 it informs such employees, agents and subcontractors of the confidential nature of the Confidential Information before disclosure; and

11.2.2. it does so subject to obligations equivalent to those set out in this Clause 11.

11.3. A Party may disclose the Confidential Information of the other Party to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.3, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

11.4. The obligations of confidentiality in this Clause 11 shall not extend to any matter which either Party can show:

11.4.1. is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or

11.4.2. Was independently developed by it; or

11.4.3. Was independently disclosed to it by a third party entitled to disclose the same; or

11.4.4. was in its written records prior to receipt.

11.5. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

11.6. On termination of this Agreement, each Party must:

11.6.1. return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;

11.6.2. erase all the other Party’s Confidential Information from its computer systems (to the extent possible); and

11.6.3. certify in writing to the other Party that it has complied with the requirements of this Clause 11.6, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority, or to otherwise maintain reasonable business records. The provisions of this Clause 11 shall continue to apply to any such documents and materials retained by a recipient Party following termination of this Agreement for any reason.

11.7. The provisions of this Clause 11 shall continue to apply after termination of this Agreement.

11.8. Fuse may identify the Merchant as Fuse’s client and the type of services provided by Fuse to the Merchant, including the use by Fuse of the Merchant’s brand and/or logo from time to time for marketing and sales purposes, provided that, in doing so, Fuse shall not reveal any of the Merchant’s Confidential Information (without the Merchant’s prior written consent).

12. Force Majeure

12.1. Subject to Clause 9.2, Fuse shall not have any Liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An "Event of Force Majeure" means any cause outside of Fuse's reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general:electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), and/or shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.

12.2. Fuse agrees to inform the Merchant upon becoming aware of an Event of Force Majeure, such information to contain details of the circumstances giving rise to the Event of Force Majeure.

12.3. The performance of Fuse's obligations shall be suspended during the period that the circumstances persist and Fuse shall be granted an extension of time for performance equal to the period of the delay.

12.4. Each Party shall bear its own costs incurred by the Event of Force Majeure.

12.5. If the performance of any obligations is delayed under this Clause 12, the Merchant shall nevertheless accept performance as and when Fuse shall be able to perform.

12.6. If the breach, hindrance or delay caused by the Event of Force Majeure as set out in Clause 12.1 continues without a break for more than one month, Fuse may terminate this Agreement immediately by notice to the Merchant, in which event neither Party shall have any Liability (subject to Clause 9.2) to the other Party by reason of such termination.

12.7. If Fuse has contracted to provide identical or similar services to more than one client and Fuse is prevented from fully meeting its obligations to the Merchant due to an Event of Force Majeure, Fuse may decide at its absolute discretion which contracts it will perform and to what extent.

13. Change control

13.1. Fuse may, at any time, vary the terms of this Agreement by the provision of a minimum of 30 days’ notice to the Merchant; in the event that the Merchant does not agree to the variation, it may terminate this Agreement on the provision to Fuse of not less than 20 days’ notice to take effect at the end of the 30 day notice period in respect of the variation. No other change to this Agreement shall be binding unless it is agreed in writing signed by each of the Parties, and expressed to be for the purpose of such amendments.

13.2. If Fuse would like to make any change to this Agreement, it may recommend a proposal for the change.

13.3. If the Merchant would like to make any change to this Agreement, one of the Merchant’s authorised representatives may request that Fuse makes a proposal for bringing about the change.

13.4. To the extent the change is feasible, Fuse shall state within a reasonable time what would be the effects of the change, including on cost, Fees, timetable and any impact on the rest of the Services and this Agreement and any other agreement between the Parties.

13.5. Neither Party shall unreasonably withhold or delay agreement to a change reasonably requested by the other Party. Both Parties shall use their respective reasonable endeavours to agree to the change and in a timely manner.

13.6. To the extent the change affects any timescales, the timescales shall be automatically extended accordingly.

13.7. The final agreed change shall be noted and signed by each of the Parties.

13.8. Until the change is signed by both Parties, no change shall come into effect.

14. Freedom to contract

14.1. The Parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this Agreement.

15. Counterparts

15.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

16. Notices

16.1. Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office or such other address as that Party may have specified to the other Party in writing, and shall be delivered by email.

16.2. A notice shall be deemed to have been received if sent by email, at the time at which that email has been sent (where the confirmation of sending shall be conclusive evidence of proof that a notice was sent by email).

16.3. The provisions of this Clause 16 shall not apply to the service of any proceedings or other documents in any legal action, which must be done in writing, by post and email.

17. Assignment

17.1. The Merchant must not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of its obligations under it, without the prior written consent of Fuse (such consent not to be unreasonably withheld or delayed).

17.2. Fuse may, from time to time, assign or subcontract any or all of its rights and obligations under this Agreement to a member of its Group, where, for such purposes, “Group” means, in relation to Fuse, Fuse, any subsidiary or holding company from time to time of Fuse, and any subsidiary from time to time of a holding company of Fuse.

18. Severance

18.1. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

18.2. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

19. Waiver

19.1. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19.2. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Third party rights

20.1. A person who is not a Party shall not have any rights under or in connection with this Agreement.

21. No partnership

21.1. Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

22. Governing law and jurisdiction

22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the DIFC.

22.2. The Parties irrevocably agree that the courts of the DIFC shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.