Terms & Conditions

Last updated:

This page contains the full text of TapaPay Terms & Conditions.

Terms and Conditions

Payment Services Terms and Conditions between TapaPay and the Merchant

These Terms and Conditions set out the basis on which TapaPay provides payment processing and related services to business customers (the Merchant). They apply to all applications, merchant agreements, onboarding processes, and ongoing use of the TapaPay services, unless expressly agreed otherwise in writing.

This Agreement governs the provision of card payment processing, merchant acquiring facilitation, settlement services, chargeback handling, and related payment services supplied under the TapaPay brand within the United Kingdom and the Republic of Ireland. By completing onboarding, accepting a merchant offer, or processing transactions through TapaPay, the Merchant confirms acceptance of these Terms and Conditions.

Important: These Terms and Conditions apply only to payment services provided under the TapaPay brand. They do not cover the supply of EPOS hardware, software, subscriptions, licences, installation, training, or support services, which are provided separately by RST EPoS or other third-party suppliers under their own contractual terms.

Parties Parties

TapaPay (United Kingdom) is a trading name of Campsie Payments Ltd, a company registered in Northern Ireland, which provides payment services to merchants established in the United Kingdom (“TapaPay UK”).

TapaPay (Ireland) is a trading name of Dorset Payments Ltd, a company registered in Ireland, which provides payment services to merchants established in the Republic of Ireland (“TapaPay Ireland”).

The Merchant is the business entity or authorised representative that has applied for, been approved for, and uses the TapaPay payment services to accept card and other electronic payments from its customers.

These Payment Services Terms and Conditions govern the contractual relationship between TapaPay and the Merchant in respect of payment processing and related services only, including (without limitation) transaction processing, settlement, chargeback management, scheme compliance, and regulatory obligations. For the avoidance of doubt, TapaPay does not supply EPOS hardware or software under this Agreement, and any such products or services are provided separately under independent contracts.

Article 29. Definitions

These terms supplement and form part of your Agreement with TapaPay for payment processing and related services. All capitalised terms not defined herein are as defined in the Agreement.

Unless otherwise specified, the following terms apply to Agreements entered into on or after September 3, 2024. For Agreements established prior to September 3, 2024, please refer to the applicable terms.

Acquirer
A third-party financial or payment institution that processes transactions on behalf of merchants by (i) routing transactions to and from payment networks or issuing banks, and (ii) settling funds to merchants.
Acquiring or Acquiring Services
The use of a payment method through TapaPay where TapaPay acts as the Acquirer or contracts with a relevant third-party Acquirer on behalf of a merchant to enable the merchant’s use of the payment method, as detailed in these Terms and Conditions.
Additional Services Terms
A description of additional services available to the merchant and the associated terms, as incorporated into the Agreement and subject to amendment from time to time.
TapaPay
TapaPay, a company registered in Northern Ireland under the trading name Campsie Payments Ltd, based at McLean Road, Eglinton, Co. L'Derry, N. Ireland, BT473XX, and/or, where relevant, one or more of its local affiliates, providing services in accordance with applicable laws and payment scheme rules.
Agreement
The contract between TapaPay and the merchant for the provision of services, including these Terms and Conditions and all schedules, addenda, and other documents incorporated by reference, subject to amendment and supplementation from time to time. Also referred to as the “Merchant Agreement.”
API
An Application Programming Interface consisting of a secure internet connection between the merchant's sales platform and the TapaPay system.
Applicable Law
Any law, regulation, rule, or ordinance applicable to the relevant obligations, activities, or status of the parties or to the provision of services in the relevant region, as issued by a regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.
Authorisation
The process of confirming that a customer has a valid account and, if the relevant payment method allows, sufficient funds or credit to cover the transaction amount before it is captured. “Authorise” and “Authorised” have corresponding meanings.
Blended Model
The pricing model where TapaPay charges the merchant a single blended fee consisting of a TapaPay fee and estimated pass-through fees for each transaction. The blended model does not include processing fees, which are charged separately.
CA User
A user granted access by the merchant to the Customer Area.
Capture
The instruction to charge a customer's account for the transaction amount. Prior authorisation may be required by the applicable payment scheme. “Captured” and “Capturing” have corresponding meanings.
Capture Period
The period during which capture may occur following authorisation. The capture period varies by payment method.
Card
Any form of credit or debit card, whether virtual or physical, used by a customer to carry out a transaction.
Card Not Present Transaction (CNP Transaction)
An online transaction (e.g., e-commerce) not submitted via a payment device or a payment taken manually over the phone.
Chargeback
A transaction that is successfully reversed at the request of the customer or the issuing bank under the relevant payment scheme rules, resulting in the cancellation of a transaction for which the merchant has been paid or was due to be paid, with the obligation to refund the customer the transaction amount. Any additional chargeback for the same transaction is considered a separate chargeback, e.g., if a chargeback defence is unsuccessful.
Chargeback Fee
The fee charged by TapaPay to the merchant for processing a chargeback, as outlined in the merchant’s pricing agreement.
Claim
Any claim or assertion by a third party, including investigations by governmental authorities or claims from payment schemes and acquirers for payment of fines. A party’s affiliated entities are not considered third parties for this definition.
Company Account
The merchant’s account within the Customer Area, which may include multiple sub-accounts.
Customer Area
TapaPay’s secured web portal that allows merchants to configure user and account settings, manage their account, and receive communications and relevant information regarding their account or the services.
Fine
Any fine, assessment, uplifted service fee, or other additional payment imposed by payment schemes, regulatory authorities, or acquirers.
Force Majeure Event
An event beyond the reasonable control of a party that significantly impacts the ability to fulfil obligations under the Agreement, including, but not limited to, strikes, natural disasters, governmental actions, internet failures, acts of war or terrorism, or industry-wide disruptions.
Fulfilment Date
The date on which the merchant's products or services are fully delivered to a customer who has paid for the transaction.
Indemnified Losses
All liabilities, costs, and expenses, including legal fees, settlements, judgments, or damages, resulting from a third-party claim.
In-person Payment Transaction (IPP Transaction)
A POS transaction, submitted for processing in person, where the customer and merchant are physically present.
Insolvency
Events such as bankruptcy, insolvency, liquidation, cessation of business operations, judicial reorganisation, or similar proceedings by or against a party, or if a party negotiates or enters into an agreement for an assignment for the benefit of creditors.
Issuer / Issuing Bank
An institution that issues or makes available accounts or payment methods to customers and whose name appears on the card or account statement as the issuer.
Merchant
The company entering into a Merchant Agreement with TapaPay, for whom TapaPay processes transactions related to the merchant's products and services.
Merchant Products and Services
The products and/or services provided by the merchant for which transactions are processed via TapaPay.
MPL Reserve
Funds retained up to a variable level determined by TapaPay from amounts to be settled to the merchant to cover potential refunds, chargebacks, fines, undelivered merchant products and services, and other potential financial obligations of the merchant towards TapaPay, governmental authorities, acquirers, and payment schemes. Also known as Merchant Potential Liability (MPL) or Deposit.
MPL Reserve Level
The reserve level set for the merchant by TapaPay, periodically adjusted based on current risk assessments.
Order Currency
The currency in which the transaction is originally presented to a customer by the merchant.
Pass-Through Fees
Fees and charges imposed by third parties (such as payment schemes, acquirers, or issuers) related to the services, which are passed on to the merchant via TapaPay. Also known as Interchange Fees.
Payment Currency
The currency in which a transaction is processed.
Payment Details
The transaction information that must be submitted to the payment interface to enable processing by TapaPay and to perform fraud checks.
Payment Method
A method that allows customers to make payments to the merchant.
Payment Device (PED)
A device accepted by TapaPay to submit transactions by reading card data, registering customer approval, encrypting payment details, and sending them to TapaPay for processing. Also referred to as PEDs.
PCI DSS
The security standards required for handling card data or payment details, as dictated by the rules of card scheme owners (available at www.pcisecuritystandards.org).
Personal Data
Information related to an individual, including personal information, as interpreted by applicable data protection laws and regulations.
Point of Sale Transaction (POS Transaction)
A transaction submitted for processing via a payment device.
Privacy Statement
A document describing how TapaPay and its affiliates collect and process personal data, as incorporated into the Agreement and subject to amendment from time to time.
Processing Fee
The fee TapaPay charges for each transaction submitted for processing, regardless of the transaction amount, the type of payment method used, or whether the transaction is successfully authorised or captured.
Prohibited and Restricted Products and Services List
The list of merchant products and services prohibited or restricted for use with TapaPay’s services, as incorporated into the Agreement and subject to amendment from time to time.
Refund
A partial or full reversal of a transaction, whereby funds are reimbursed to a customer by TapaPay at the merchant’s request.
Request for Information (RFI)
A request from a payment scheme or acquirer received by TapaPay for more information about a specific transaction, which TapaPay forwards to the merchant.
Sales Day Payout
The settlement model where TapaPay settles the merchant’s daily transaction volume on the agreed payout day as set out in the Sales Day Payout Terms of Service, as incorporated into the Agreement and subject to amendment from time to time.
Scheme Owner
The entity offering and/or regulating the relevant payment method.
Scheme Rules
The collective set of rules, regulations, and procedures issued by payment scheme owners that merchants must comply with when using a payment method. If a third party is involved (e.g., a third-party acquirer or technical service provider), any additional or deviating rules set by such third party will also be considered part of the scheme rules for that payment method. Scheme rules may be amended or supplemented by scheme owners or third parties from time to time.
Services
The full range of services provided by TapaPay to the merchant under the Agreement, including payment processing, transaction routing, fraud prevention, reconciliation, reporting, settlement, and any other supplementary services outlined in the Agreement, its schedules, or related addenda.
Settlement
The transfer of funds by TapaPay to the merchant that TapaPay has received from acquirers, scheme owners, and/or issuers in connection with transactions at the agreed payout frequency, minus any amounts payable to TapaPay or paid by TapaPay on behalf of the merchant. “Settle” and “Settled” have corresponding meanings.
Shopper
An individual or legal entity purchasing a good or service from the merchant, for which a transaction is submitted to TapaPay for processing. Also referred to as a Cardholder or Account Holder.
Software
The collective set of programs and data developed and/or operated by TapaPay necessary to provide the services to merchants, including the payment interface and the customer area.
Taxes
All applicable federal, state, local, and foreign taxes, assessments, and other governmental charges relating to the services, including taxes on gross receipts, income, profits, sales, use, occupation, and value-added, as well as related interest, penalties, and additions.
Terms and Conditions
The current version of these terms and conditions, as part of the Agreement.
Traffic
The profile of a merchant’s transactions, including volume, spread across payment methods, geographical distribution, and other relevant information.
Transaction
The processing of any instruction for authorisation, capture, and/or settlement of customer funds to the merchant via the TapaPay platform.
Transaction Fee
The total fees TapaPay charges per transaction, including processing fees and any fees associated with the use of a payment method.

Article 30. Description of the Services

30.1 TapaPay Services

TapaPay provides real-time or near real-time payment processing and related services in compliance with applicable laws and payment scheme rules. These services can be enabled or disabled, either in full or in part, at the merchant’s request where supported by TapaPay. The services generally include:

Gateway services: Routing transaction messages on behalf of the merchant to and from supported payment schemes or acquirers.

Acquiring services: Accepting transactions and routing them to the relevant acquirer, payment scheme, or issuing bank. Acquiring services may be performed by TapaPay or via third-party acquirers contracted by TapaPay.

Reconciliation services: Reconciling processed transactions with settlements received from the relevant acquirers, payment schemes, and/or issuing banks.

Additional services: Any services enabled through the Customer Area, as described in the Additional Services Terms or this Agreement.

TapaPay collects the resulting funds from transactions and settles them to the merchant. Reconciliation services include matching acquired transactions and settled shopper funds to ensure consistency with amounts received from third parties.

For some payment methods, merchants may need a direct acquiring agreement with a relevant payment network or acquirer. Where the acquirer or payment network settles funds directly to the merchant (not via TapaPay), reconciliation services will not be provided unless otherwise agreed in writing.

The processes of authentication, authorisation, acquiring, clearing, and settlement are managed by the relevant acquirers, payment networks, and issuing banks, and are subject to their scheme rules. TapaPay acts independently and does not assume liability for the actions or performance of these third parties.

TapaPay’s approval of a merchant’s use of its services is personal and limited to the merchant’s own products and services. Merchants may not resell, outsource, or process third-party transactions using the services without prior written authorisation from TapaPay.

30.2 Customer Area and Representation of Instruction

The Customer Area is a secure online portal that enables merchants to manage their Company Account, including configuring services, setting user permissions, generating transaction reports, and receiving important notifications. Upon onboarding to the TapaPay platform, merchants will receive login credentials for access.

TapaPay may monitor and log access and activity within the Customer Area for security and audit purposes.

Merchants are responsible for regularly monitoring notifications and communications sent via the Customer Area. Merchants may grant access to CA Users, including third parties such as system integrators or partners. Permissions and notifications can be configured directly in the Customer Area, and TapaPay may restrict or revoke third-party access at its discretion.

Merchants remain fully responsible for the actions, access, and credentials of all CA Users. TapaPay will rely on, and the merchant agrees to be bound by, any instructions or confirmations submitted via the Customer Area, APIs, or other approved channels. Merchants must:

• Ensure user access is appropriate to role and responsibility.

• Prevent credential sharing between individuals.

• Revoke access immediately for any unauthorised or former users.

Where legally required, merchants agree to provide TapaPay with identity verification information for CA Users.

30.3 Payment Method and Currency Support

TapaPay may discontinue or amend support for a payment method or currency if:

• Material terms change by the scheme or acquirer,

• TapaPay faces performance, cost, or credit concerns, or

• Legal or regulatory conditions require it.

TapaPay will give one (1) month’s notice in such cases, unless circumstances make prior notice impractical. General service-wide changes may be made with three (3) months’ notice. Where possible, alternatives will be offered.

Merchants understand that acquirers or payment schemes may alter or withdraw support independently. TapaPay will notify the merchant of such changes and, if feasible, help restore access or provide alternatives.

30.4 Fraud Controls

TapaPay applies a set of default fraud control rules to help detect and prevent potentially fraudulent transactions. These rules are designed to provide a baseline level of protection against large-scale or high-risk fraud across all merchant accounts.

The merchant acknowledges that these fraud controls operate automatically and are not configurable. While they aim to minimise risk, no fraud system can provide absolute protection. Merchants remain responsible for monitoring their own transaction activity and taking any additional steps they consider necessary to protect against fraud.

TapaPay does not guarantee protection against fraudulent transactions, chargebacks, or related fines. In the event that a transaction is declined, blocked, or reversed as a result of the fraud control rules, the merchant is not entitled to a refund of any applicable fees.

TapaPay may update or enhance its fraud control mechanisms from time to time. If a transaction is reasonably suspected to be fraudulent or linked to illegal activity, TapaPay reserves the right to cancel, delay, or withhold settlement of the transaction, even if it was not flagged automatically.

30.5 Authorisation and Capture

For certain payment methods, a transaction may be authorised before it is captured and settled. Authorisation confirms the availability of funds or credit on the shopper’s account but does not guarantee that the funds will ultimately be captured or paid out.

TapaPay handles the capture of authorised transactions in accordance with scheme and issuer rules. Merchants do not have access to control, initiate, or delay capture requests. All captures are processed automatically based on TapaPay’s configuration for each payment method.

Merchants should be aware that authorisations can expire if not captured within the permitted timeframe set by the issuing bank or scheme, which may be as short as five (5) days. TapaPay cannot guarantee the success of capture if an authorisation expires or if the issuing bank declines capture at the time of processing.

Merchants are advised not to deliver goods or services until they receive confirmation that the transaction has been successfully captured.

30.6 Settlement

TapaPay will settle funds to the merchant for valid transactions once (i) the issuing bank, acquirer, or scheme has settled funds to TapaPay, and (ii) the merchant’s MPL Reserve meets the required level. Settlements follow the Sales Day Payout Terms of Service.

TapaPay is not responsible for delays or errors caused by third parties (e.g. acquirers, issuers, or schemes) but will use reasonable efforts to request corrections on the merchant’s behalf.

Some payment methods may have conditions imposed by scheme owners. These will be communicated via the Customer Area or other channels. The merchant must decide whether to accept those conditions.

TapaPay may withhold settlement if a transaction is under investigation or linked to suspected fraud or illegal activity. The merchant must cooperate with any such investigation.

Neither party may sell, assign, or pledge future settlements without written consent from the other.

30.7 Set-off

TapaPay may offset or withhold fees and amounts owed to it from any sums due to the merchant. This includes:

• Chargebacks, fines, refunds, or negative balances;

• Amounts owed under other agreements with TapaPay or affiliates;

• Adjustments required to meet the MPL Reserve Level.

This applies even across currencies or during insolvency proceedings. TapaPay may enforce this by:

• Withholding from settlements;

• Demanding immediate payment; or

• Offsetting against any amounts payable by TapaPay.

TapaPay may exercise these rights without prior notice, unless prohibited by law.

Article 31. Merchant Obligations and Restrictions

31.1 General Commitments

The merchant agrees to comply with all applicable laws, the terms of the Agreement, including these Terms and Conditions, the Additional Services Terms, the Payment Device Terms of Service (if applicable to the merchant), the Sales Day Payout Terms of Service (if applicable to the merchant), and the Prohibited and Restricted Products and Services List.

The merchant will ensure that its sale of products and services, as well as its use of the services, fully complies with the applicable scheme rules and legal regulations in the jurisdictions relevant to its business.

The merchant will also ensure that any affiliates or service providers acting in connection with the services, or in any way impacting the services, adhere to the terms of the Agreement. The merchant accepts full responsibility for the actions or omissions of its affiliates and service providers, as though these actions were their own.

31.2 Merchant Products and Services

The merchant may only use the services for the categories of products and services that are registered with TapaPay and approved during the onboarding process. Any changes or additions to these categories require prior written approval from TapaPay before submitting transactions for them. The merchant must promptly provide any additional information requested by TapaPay regarding its products and services. TapaPay's approval of the merchant’s use of the services does not constitute legal advice or an endorsement of the legality of the products and services or the merchant's intended use of the services.

The merchant remains solely responsible for ensuring that its products and services, as well as its use of the services, comply with the applicable scheme rules and laws in all relevant jurisdictions. The merchant may not use the services to sell products or services (i) in jurisdictions where such sales are illegal, or (ii) that are listed on the Prohibited and Restricted Products and Services List.

The merchant can request a written waiver for products in the “restricted” section of this list, but any such waiver granted by TapaPay may be revoked at its discretion. TapaPay may update the Prohibited and Restricted Products and Services List as needed to ensure compliance with laws and scheme rules, prevent excessive chargebacks, reduce reputational risks, or mitigate exposure to potentially fraudulent or illegal transactions. Merchants will be notified of updates through the Customer Area or other written communication.

If a change negatively impacts a significant portion of the merchant's business, the merchant may terminate the Agreement by giving TapaPay one (1) month’s written notice, along with reasonable evidence of such impact.

If allowed by law, the merchant must notify TapaPay immediately of any investigations, penalties, enforcement actions, warrants, or claims by authorities regarding the potential illegality of its products or services. Some payment methods may have additional restrictions on permissible products and services as defined in the applicable scheme rules, and the merchant must ensure compliance with these at all times.

The merchant is prohibited from using the services or submitting transactions to TapaPay for products or services where the fulfilment date is more than twelve (12) months after the payment details are submitted, unless agreed otherwise in writing.

The merchant will not change the delivery address after requesting authorisation for a transaction. If the address is changed, the merchant acknowledges the added risks and accepts the burden of proof in case of disputes related to non-delivery by the shopper.

For card-not-present (CNP) transactions, the merchant must provide shoppers with the following information on its website for each transaction: a complete description of the goods or services offered, return and refund policies, customer service contact details (including email and/or phone number), address, delivery policies, personal data protection policies, and any other information required by law in the relevant jurisdiction.

31.3 Required Data

The merchant must provide all necessary payment details that TapaPay reasonably requests as part of the transaction process, including any information required for fraud checks or compliance with applicable laws.

TapaPay may update or change the data requirements for processing transactions and will notify the merchant of such changes through the Customer Area. If the merchant fails to provide the required data for a transaction, it may prevent the transaction from being processed.

If the merchant continues to withhold the necessary information after requests from TapaPay, TapaPay reserves the right to terminate the Agreement at its sole discretion.

31.4 KYC and AML Checks

To comply with applicable laws, payment scheme rules, and acquirer requirements (including anti-terrorism, anti-money laundering (AML), and Know Your Customer (KYC) regulations), the merchant must provide information about itself, including details on its directors, authorised signatories, shareholders, and ultimate beneficial owners (“KYC information”) when entering into the Agreement and upon TapaPay's request.

The merchant guarantees that all KYC information provided is accurate and up to date to the best of its knowledge. The merchant agrees to promptly supply any additional information, including shopper information, that TapaPay may require to meet its AML obligations.

The merchant must notify TapaPay in writing at least three (3) business days in advance of any changes to its KYC information or, if advance notice is not possible, immediately after the change occurs.

Upon TapaPay’s request, the merchant must also provide supporting documentation for periodic KYC reviews. The merchant consents to TapaPay conducting further identity, creditworthiness, and background checks through relevant registries, KYC providers, telecom companies, and/or governmental authorities.

Access to each payment method is subject to approval by the relevant scheme owner or acquirer, who may withdraw or withhold acceptance at any time. In some cases, scheme owners or acquirers may require the merchant to enter into a direct agreement before using certain payment methods.

The merchant authorises TapaPay to share KYC information with scheme owners and acquirers to facilitate access to payment methods.

31.5 Record Keeping

The merchant is required to keep copies of all electronic and other records related to transactions, orders, and delivery of merchant products and services for the longer of:

• Two (2) years after the transaction is processed;

• The applicable warranty period for the delivered products or services; or

• The duration required by applicable laws and payment scheme rules.

These records must include, but are not limited to, shipping details (if relevant), invoices for delivered products and services, and any communications with the shopper.

The merchant agrees to cooperate in providing or allowing audits of these records when requested in connection with inquiries from TapaPay, acquirers, or scheme owners related to chargebacks, suspected fraud, or requests for information (RFIs).

31.6 Scheme Rules and Scheme Fines

By enabling a payment method through the TapaPay platform, the merchant agrees to comply with the rules set by the scheme owner as a condition for using that payment method (“Scheme Rules”). These rules may be enforced by TapaPay or directly by the scheme owners.

The merchant acknowledges its responsibility to be aware of and adhere to the Scheme Rules, which will be made available by TapaPay upon request or through the Customer Area.

TapaPay has no control over the content of Scheme Rules or merchant acceptance policies, as they are subject to change at the discretion of scheme owners or acquirers. However, TapaPay will make reasonable efforts to assist the merchant in gaining acceptance by relevant scheme owners and acquirers.

The merchant must always comply with the Scheme Rules for the payment methods it uses. If the merchant finds any Scheme Rules unacceptable, including the risk of fines, it may cease using the payment method at any time. Previously processed transactions will remain subject to the applicable Scheme Rules.

Non-compliance with certain critical requirements under the Scheme Rules can result in significant fines from scheme owners, particularly card scheme owners. These fines can range from 25,000 to over 2,000,000, or may include per-transaction surcharges.

Examples of violations include:

• Using the payment method for unauthorised products or services;

• Violations of applicable laws;

• Selling restricted or prohibited products without consent;

• Reselling payment services to third parties;

• Excessive chargeback rates (see Clause 36.1);

• Excessive retries of failed transactions;

• Breaches of merchant location requirements;

• Breaches of payment data security (see Clause 31.7); or

• Fraudulent or misleading activities.

If TapaPay becomes aware of potential exposure to fines due to merchant conduct, the merchant will cooperate reasonably to investigate and address the issue. Fines imposed due to merchant violations may be invoiced to TapaPay by scheme owners or acquirers and passed on to the merchant.

31.7 Security of Payment Details and PCI DSS Compliance

TapaPay adheres to the relevant PCI DSS certification to securely process transactions. When handling cardholder data, TapaPay is responsible for ensuring the security of such data in accordance with applicable PCI DSS standards.

This responsibility begins when TapaPay first receives the cardholder data through the payment interface and continues for as long as TapaPay stores, processes, or transmits the data.

Merchants must ensure their own compliance with PCI DSS standards. If the merchant receives, processes, or stores PCI DSS-protected card data, they are solely responsible for obtaining and providing proof of adequate PCI DSS certification upon request.

If a merchant is no longer compliant with PCI DSS standards, they must promptly notify TapaPay. Non-compliance may result in suspension of card-related services.

Merchants agree not to copy, capture, or intercept restricted payment details unless properly PCI DSS certified. Violations may result in significant fines (see Clause 31.6). TapaPay may immediately suspend processing and settlement if a breach is suspected.

31.8 Use of TapaPay Services and Data

In compliance with applicable laws regarding hacking and computer-related crimes, the merchant agrees to use the services solely for the purposes outlined in the Agreement.

The merchant will not engage in, or permit any actions that could compromise the security or performance of the services.

Article 32. Pricing and Invoicing

32.1 Pricing Models

Payment methods under this Agreement are charged using a Blended Pricing Model, where all applicable transaction costs—including interchange, scheme, and processing fees—are combined into a single, all-inclusive rate per transaction.

This blended rate is determined by TapaPay and may vary based on factors such as:

• Payment method and card type (e.g. debit, credit, or commercial cards)

• Channel used (e.g. card-present or card-not-present)

• Country of card issuance

• Currency conversion

• Risk profile of the merchant or transaction type

The blended rate simplifies reconciliation and provides clarity for merchants, as individual component fees (such as interchange or scheme fees) are not itemised.

A full rate card will be made available to the merchant at the outset of the Agreement, and any future changes will be communicated in writing with at least one (1) month’s notice.

TapaPay reserves the right to adjust the blended pricing due to:

• Regulatory or legal changes

• Payment scheme or acquirer fee changes

• Loss-making acquirer fees

• Market conditions or exchange rate fluctuations

• Fraud risk, transaction volumes, or changes in usage profile

TapaPay may also discontinue support for specific payment methods with one (1) month’s notice. Where commercially feasible, alternative options will be suggested.

32.1A Quoted Transaction Rates and Additional Applicable Rates (GBP & EUR)

The blended transaction rates applicable to the Services are those expressly set out in the Customer’s quotation and apply equally to transactions processed in GBP and EUR. Unless stated otherwise, the quoted rates apply to Visa and Mastercard card-present transactions processed via the platforms and channels specified below.

The following transaction types are excluded from the quoted blended rates and are charged in accordance with the additional rates set out in this Article.

Card-Not-Present (CNP) and Mail Order / Telephone Order (MOTO)

Transactions processed as Card-Not-Present (CNP), including Mail Order and Telephone Order (MOTO) transactions, are excluded from the quoted blended rates and are charged at the following rates. These rates apply equally to transactions processed in GBP and EUR.

Domestic Transactions

• Visa & Mastercard – Consumer & Business debit and credit: 2.9% + £0.10 / €0.10 per transaction

• American Express & Diners Club – All card types: 4.0% + £0.10 / €0.10 per transaction

Cross-border (EEA) Transactions

• Visa & Mastercard – Consumer & Business debit and credit: 2.9% + £0.10 / €0.10 per transaction

• American Express & Diners Club – All card types: 4.3% + £0.10 / €0.10 per transaction

International (Non-EEA) Transactions

• Visa & Mastercard – Consumer & Business debit and credit: 2.9% + £0.20 / €0.20 per transaction

• American Express & Diners Club – All card types: 4.45% + £0.20 / €0.20 per transaction

CNP and MOTO transactions typically attract higher interchange, scheme, and risk-related costs. The rates above consist of a percentage-based fee plus a fixed per-transaction fee and may be amended in accordance with Clause 32.2.

American Express and Diners Club (Card-Present Transactions)

Card-present transactions processed using American Express or Diners Club cards are excluded from the quoted blended rates and are charged at the following scheme-specific rates. These rates apply equally to transactions processed in GBP and EUR and to all card types.

Domestic Transactions

• American Express & Diners Club – All card types: 3.5% + £0.05 / €0.05 per transaction

Cross-border (EEA) Transactions

• American Express & Diners Club – All card types: 3.8% + £0.05 / €0.05 per transaction

International (Non-EEA) Transactions

• American Express & Diners Club – All card types: 3.95% + £0.15 / €0.15 per transaction

The above rates reflect applicable scheme, processing, and network costs. Any card schemes, funding sources, or transaction types not expressly listed in this Article will be charged in accordance with the applicable rate card in force from time to time, as referenced in Clause 32.1.

Where a negotiated “mid-rate” pricing structure has been agreed in writing between the parties, the applicable transaction rate will be calculated by applying an uplift of 0.3% to the agreed mid-rate. Any such mid-rate arrangement is subject to eligibility, scheme rules, and ongoing review, and may be amended or withdrawn in accordance with Clause 32.2.

32.1A.1 GiveAVoucher, Memberships, Pay by Link, QR Bill, Table Ordering & TapaTable

Domestic (Visa & Mastercard)

• Consumer debit & credit: 1.9% + £0.20 / €0.25 per transaction

• Business debit & credit: 2.2% + £0.20 / €0.25 per transaction

Cross-border (EEA) (Visa & Mastercard)

• Consumer debit: 1.9% + £0.20 / €0.25 per transaction

• Consumer credit: 2.2% + £0.20 / €0.25 per transaction

• Business debit & credit: 2.5% + £0.20 / €0.25 per transaction

International (Non-EEA) (Visa & Mastercard)

• Consumer debit: 2.9% + £0.20 / €0.25 per transaction

• Consumer credit: 3.5% + £0.20 / €0.25 per transaction

• Business debit & credit: 3.5% + £0.20 / €0.25 per transaction

Additional Applicable Rates

• American Express & Diners Club (all transactions): 3.5% + £0.20 / €0.25 per transaction

32.1A.2 iWantFed Online Ordering

Domestic & Cross-border (EEA) (Visa & Mastercard)

• Consumer debit: 2.9% + £0.20 / €0.25 per transaction

• Consumer credit: 2.9% + £0.20 / €0.25 per transaction

• Business debit & credit: 2.9% + £0.20 / €0.25 per transaction

International (Non-EEA) (Visa & Mastercard)

• Consumer debit: 2.9% + £0.20 / €0.25 per transaction

• Consumer credit: 3.5% + £0.20 / €0.25 per transaction

• Business debit & credit: 3.5% + £0.20 / €0.25 per transaction

Additional Applicable Rates

• American Express & Diners Club (all transactions): 3.5% + £0.20 / €0.25 per transaction

Unless expressly stated otherwise in the Customer’s quotation, the quoted blended rates apply only to Visa and Mastercard card-present transactions processed via the platforms listed above. All excluded card schemes, transaction types, or channels are charged in accordance with the applicable rate card or scheme terms in force from time to time, as referenced in Clause 32.1.

32.2 Pricing Changes

TapaPay reserves the right to increase prices for its services, including but not limited to the cost of payment devices and accessories, by giving one (1) month’s prior notice to the merchant. These price increases will take effect after the notice period.

The merchant may terminate the Agreement if such price increases materially affect their services, provided the termination notice is received before the end of the notice period.

This notice period and termination right do not apply to changes resulting from:

• Third-party fee increases passed through within the blended model

• Regulatory or tax changes

• Incorrect or incomplete financial or usage information provided during onboarding

In these cases, TapaPay may adjust pricing immediately without termination rights being triggered.

32.3 Inflation

TapaPay may adjust its fees once every twelve (12) months to account for inflation.

The maximum permitted increase will be aligned with the official inflation rate for the country where the merchant is based, or, if unavailable, the Eurozone inflation rate as published by Eurostat.

One (1) month’s notice will be given before inflationary adjustments are applied. Termination rights under Clause 32.2 do not apply to adjustments made under this Clause.

32.4 Invoicing

TapaPay payment devices are supplied by RST EPoS. Any related charges for devices and accessories will be invoiced separately by RST EPoS.

Invoices are sent or emailed to the merchant and may also be made available for download via the Customer Portal in future.

All transaction-related fees—including blended transaction fees, refunds, adjustments, and applicable taxes—are automatically deducted at the point of settlement. These deductions occur in real time and are itemised in the merchant’s transaction history.

Any credits due to the merchant will be processed and applied to their account within thirty (30) days.

Interest will accrue on any overdue payments owed by the merchant at the higher of:

• 8% per annum; or

• The statutory interest rate applicable in the merchant’s country.

32.5 Taxes

All fees stated are exclusive of any applicable taxes. Where required by law, TapaPay will add the relevant taxes to its fees, and the merchant will be responsible for paying those taxes.

If a tax withholding obligation arises on payments to TapaPay, the responsible party (“Withholding Party”) must notify the other party (“Recipient Party”) promptly and take reasonable steps to minimise the amount withheld.

The merchant agrees to indemnify TapaPay against any tax liabilities connected with the merchant’s products or services.

Where the reverse charge VAT mechanism applies (e.g. for cross-border B2B services within the EU or between the UK and EU), the merchant agrees to account for VAT under the reverse charge procedure in accordance with applicable VAT rules.

TapaPay will not charge VAT in such cases, and the merchant is solely responsible for self-assessing and remitting VAT to its local tax authority.

Each party remains responsible for its own tax compliance under applicable law. The merchant consents to TapaPay providing relevant transaction and identification details to tax authorities when required by law, as further set out in Article 38.

Article 33. Integration

33.1 Submitting Transactions to TapaPay

All Card Not Present (CNP) transactions must be submitted to TapaPay for processing using one of the available Payment Interfaces detailed in TapaPay’s documentation, unless otherwise specified in the Agreement.

All Point of Sale (POS) transactions must be submitted for processing through TapaPay-approved Payment Devices and APIs, in line with the technical specifications and instructions outlined in the Payment Device Terms of Service and TapaPay’s documentation.

Merchants may only submit POS transactions where the submission process and related terms have been explicitly agreed upon in the Agreement.

33.2 Merchant’s Integration Responsibility

The Merchant is solely responsible for the setup, installation, maintenance, security, and operation of the equipment and software required to connect to the Payment Interface and submit transactions for processing through TapaPay.

TapaPay provides guidelines for configuring and using the Payment Interface (“Technical Guidelines”). The Merchant must ensure that the Services are correctly implemented and used within its own systems in accordance with these guidelines, whether provided directly or via TapaPay’s documentation.

TapaPay is not required to notify Merchants of software or interface changes that do not affect their use of the Services.

The Merchant bears full responsibility for testing its integration with TapaPay, including transaction submission and settlement processes.

If TapaPay agrees to route transactions to a third-party acquirer or payment scheme, the Merchant is fully responsible for ensuring the accuracy of the routing instructions it provides and for verifying their correctness.

33.3 Changes to Software

TapaPay reserves the right to modify or update its Software and Payment Interface at any time, including providing new versions or adjusting functionalities and features.

No changes will be made that materially diminish the Services’ functionality unless such changes are required due to:

• The need to adhere to industry-standard updates;

• Changes in applicable laws or payment scheme rules;

• The need to enhance security in response to identified risks; or

• Other reasonable grounds justifying the reduction of functionality.

If a reduction in functionality significantly affects the Merchant, the Merchant may terminate the Agreement by providing written notice and reasonable justification within one (1) month of receiving notification of the change from TapaPay.

Where TapaPay plans to implement significant changes to the API that require modifications to the Merchant’s integration, TapaPay will, where feasible, provide at least twelve (12) months’ prior notice to allow adequate preparation time.

TapaPay will make reasonable efforts to limit changes that require Merchant involvement. Shorter notice periods may apply where changes are required by law, new Acquirer or Scheme Owner mandates, or to address security risks.

Article 34. MPL Reserve

TapaPay may establish an MPL Reserve (also referred to as a “Deposit”) to mitigate the risks associated with the Merchant’s Transactions.

The level of the MPL Reserve will be determined by TapaPay based on a reasonable assessment of factors including, but not limited to:

• The total value of Transactions where payment has been captured but the Merchant’s Products or Services have not yet been delivered, and/or where Shoppers retain valid return or cancellation rights under the Merchant’s terms, Scheme Rules, or Applicable Law;

• Refund rates;

• Chargeback rates;

• Potential fines or penalties; and

• Other relevant financial liabilities.

The MPL Reserve Level will be periodically reviewed and adjusted in response to changes in Transaction volumes and risk exposure. TapaPay reserves the right to modify the MPL Reserve Level and the underlying assumptions used to calculate it to reflect current risk estimates.

Upon request, TapaPay will provide the Merchant with information regarding the parameters and assumptions used to determine the MPL Reserve.

The MPL Reserve will be held in the currency configured in the Merchant’s Customer Area (“Account Currency”). If the MPL Reserve cannot be fulfilled in the Account Currency, TapaPay reserves the right to hold the reserve in other available currencies. Where currency conversion is required, applicable conversion fees may apply.

Before the Merchant may use TapaPay’s services for commercial purposes, TapaPay may require an initial transfer to establish the MPL Reserve. Thereafter, TapaPay will adjust settlement amounts to maintain the MPL Reserve at the required level.

If the MPL Reserve falls below the required level, TapaPay may request the Merchant to transfer additional funds to restore the MPL Reserve to the necessary balance.

Upon request, the Merchant must provide TapaPay with accurate and up-to-date information regarding actual or expected fulfilment dates for processed Transactions, as well as estimates of the average time between payment capture and fulfilment.

TapaPay may also request financial data to assess the Merchant’s financial stability and its ability to deliver Products and Services to Shoppers.

If TapaPay has concerns regarding the accuracy of the information provided, the Merchant’s financial stability, or the Merchant’s ability to fulfil Products or Services, TapaPay reserves the right to adjust the MPL Reserve Level accordingly. While TapaPay will make reasonable efforts to involve the Merchant in such decisions, adjustments may be implemented without delay where necessary.

Upon termination of the Agreement, or when TapaPay ceases to process Transactions for the Merchant, the MPL Reserve will be gradually released as the risk associated with previous Transactions diminishes and all Merchant liabilities are settled.

In most cases, the MPL Reserve will be released within six (6) months of termination or cessation of processing, provided that no outstanding liabilities, Chargebacks, Refunds, or Fines remain.

Article 35. Service Levels

35.1 Customer Support

TapaPay provides standard customer support via email, web, or telephone from 9:00 AM to 5:00 PM on local business days in the UK and Ireland.

All customer support services and documentation are provided in English.

35.2 Payment Interface Uptime Commitment

TapaPay will use commercially reasonable efforts to maintain a minimum uptime of 99.9% for the Payment Interface, measured quarterly based on the ability to process transaction messages.

This uptime commitment excludes downtime caused by:

• Acts or omissions of the Merchant, Issuing Banks, Acquirers, or Payment Scheme Owners;

• Changes made at the Merchant’s request;

• General internet connectivity issues;

• Failures of specific Payment Methods or other third-party services; or

• Force Majeure events.

The Merchant must promptly notify TapaPay of any downtime experienced and cooperate with TapaPay in diagnosing and resolving the issue.

TapaPay will endeavour to minimise planned maintenance affecting the Payment Interface. Where downtime is unavoidable, advance notice will be provided and maintenance scheduled outside peak hours where reasonably feasible.

In emergency situations, including Force Majeure events, unplanned maintenance may be required. In such cases, TapaPay will take all reasonable steps to minimise service disruption.

TapaPay shall not be liable for any unavailability or degraded performance resulting from interruptions in services provided by third parties, including but not limited to acquirers, payment schemes, banks, or network infrastructure providers.

35.3 Security and Compliance

TapaPay will implement and maintain appropriate technical and organisational security measures to protect the integrity of its payment systems.

TapaPay will also ensure that its relevant systems maintain PCI DSS certification, as required by applicable Scheme Rules.

35.4 Customer Area Maintenance

Scheduled maintenance of the Customer Area will take place during designated maintenance windows determined by TapaPay.

TapaPay will communicate planned maintenance in advance. During scheduled maintenance periods, the Customer Area may be temporarily unavailable.

Article 36. Chargebacks and Refunds

36.1 Chargeback Liability

Payment scheme providers, such as card networks, allow Shoppers to initiate chargebacks by requesting a reversal of a Transaction.

A Settlement or Capture confirmation does not guarantee that the Merchant will retain the settled amount. If a Shopper exercises their chargeback rights, the Merchant must promptly return the corresponding Transaction amount to TapaPay.

Merchants may dispute chargebacks in accordance with applicable Scheme Rules, which vary depending on the Payment Method used.

If the Merchant lacks sufficient funds or MPL Reserve to cover chargebacks, TapaPay may recover the amounts through one or more of the following measures:

36.1.1 Invoicing

TapaPay may issue an invoice to the Merchant for unpaid chargeback amounts, associated fees, and fines. The Merchant must settle such invoices in accordance with the stated payment terms.

36.1.2 Debt Recovery

If unpaid, TapaPay may appoint a debt collection agency to recover the outstanding amounts.

36.1.3 Legal Action

TapaPay reserves the right to pursue recovery through legal proceedings.

36.1.4 Account or MPL Reserve Deduction

TapaPay may deduct amounts owed from available Merchant settlement funds or from the MPL Reserve.

36.1.5 Recovery via Other Assets

TapaPay may investigate whether the Merchant holds other assets or accounts to secure recovery, including through legal enforcement or garnishment.

Excessive chargebacks constitute a breach of expectations. If chargebacks exceed acceptable thresholds (typically 0.5%), or are reasonably likely to do so, TapaPay may suspend affected Payment Methods and hold the Merchant liable for any related fines.

Applicable thresholds vary by Payment Method and are defined by Scheme Rules. Failure by TapaPay to immediately enforce this clause does not constitute a waiver of its rights.

36.2 Disputes and Admin Fees

If the Merchant wishes to dispute a chargeback or scheme-imposed fee, it must notify TapaPay within the applicable dispute window set by the relevant Scheme Rules.

TapaPay will provide reasonable support during the dispute process. A non-refundable administration fee will apply for each dispute raised, regardless of the outcome.

36.3 Chargeback Fee

Each chargeback will incur a non-refundable fee as specified in the Agreement or applicable pricing schedule.

36.4 Deductions from Settlement or Reserve

Where TapaPay pays a chargeback on behalf of the Merchant, it may deduct the relevant amount from the Merchant’s next Settlement.

If Settlement funds are insufficient, the amount will be deducted from the MPL Reserve.

36.5 Post-Termination Liability

Chargebacks may be initiated months after the original Transaction date. The Merchant remains fully liable for all chargebacks, associated fees, and fines that arise after termination of the Agreement.

36.6 Refunds

Refunds may be submitted via the Customer Area or other TapaPay-approved channels. The Merchant is responsible for managing internal user permissions related to issuing Refunds.

Unless stated otherwise, Refunds incur the same fees as the original Transaction. Certain Payment Methods may also attract an additional Refund Fee, as set out in TapaPay’s pricing.

If there are insufficient funds in the next Settlement to cover a Refund, TapaPay will not process the Refund and no funds will be returned to the Shopper.

Refunds are not funded from the MPL Reserve. A separate Refund Reserve may be established at the Merchant’s request.

Refunds must be processed using the same Payment Method as the original Transaction. Issuing Refunds through alternative methods exposes the Merchant to double refund fraud and does not prevent the original Transaction from being subject to a Chargeback.

Article 37. Property Rights

37.1 Ownership and Intellectual Property Rights

All property rights, including intellectual property rights, in the Software, Payment Devices (if applicable), and any other materials related to the Services are owned by TapaPay and its licensors.

The Agreement does not grant the Merchant ownership of any such property rights. Instead, it provides the Merchant with a limited, non-exclusive, and non-transferable licence to use the Software, Payment Devices, and any materials provided by TapaPay solely for the purpose of utilising the Services in accordance with the Agreement, these Terms and Conditions, and any usage instructions communicated to the Merchant from time to time.

The intellectual property rights in any materials, including data and documents, that the Merchant provides to TapaPay will remain with the Merchant and its licensors.

37.2 Ownership and Return of Payment Devices

Any payment devices used in conjunction with the TapaPay Services are supplied, owned, and managed by RST EPoS.

TapaPay does not sell, lease, rent, or maintain payment hardware. Device-related charges, ownership terms, and return obligations are governed separately under the Merchant’s agreement with RST EPoS.

TapaPay’s responsibilities are limited solely to the processing of Transactions submitted via compatible devices approved by TapaPay.

Article 38. Confidentiality and Data Privacy

38.1 Confidentiality

All information relating to TapaPay, the Merchant, their respective affiliates, or the Services which, by its nature or content, should reasonably be considered confidential is regarded as “Confidential Information”, whether or not it is explicitly marked as such.

This includes, without limitation:

• All financial data;

• Non-public user manuals and guides relating to TapaPay’s products and services;

• The Software;

• The terms of the Agreement;

• Information shared by TapaPay relating to third parties in connection with the Services; and

• Any communications from TapaPay, including support correspondence.

Confidential Information does not include information that:

• Is publicly available;

• Was lawfully disclosed by a third party;

• Was already lawfully in the possession of the receiving party prior to disclosure; or

• Was independently developed without breach of confidentiality obligations.

Each party agrees to take all reasonable measures to protect Confidential Information and will:

• Share Confidential Information only with personnel or representatives who require access to perform obligations under the Agreement; and

• Not disclose Confidential Information to third parties without prior written consent, except as required to perform the Services.

Notwithstanding the above, either party may disclose Confidential Information to:

• Affiliates, where necessary to provide the Services and subject to confidentiality obligations;

• Scheme Owners or Acquirers, where required to provide the Services; or

• Comply with applicable laws, court orders, or requests from regulatory authorities.

The confidentiality obligations in this Article supersede any prior confidentiality agreements between the parties and shall survive termination of the Agreement.

Both parties acknowledge that a breach of confidentiality may cause irreparable harm and that the non-breaching party may seek immediate equitable relief, including injunctive relief, without the need to prove actual damages.

38.2 Data Privacy

TapaPay and the Merchant will each implement appropriate technical and organisational measures to protect Personal Data and ensure compliance with applicable data protection laws.

When TapaPay processes Personal Data in connection with the Services, it may act as either a data processor or data controller, depending on the nature of the Service, as described in the Agreement, related documentation, or the Privacy Statement.

TapaPay may use de-identified and/or aggregated Transaction data and KYC information to improve its products and services, including enhancing payment performance, fraud prevention, network analysis, and training machine learning models.

All Personal Data will be processed in accordance with TapaPay’s Privacy Statement, as updated from time to time.

Article 39. Duration and Termination

39.1 Duration

The Agreement is entered into on a rolling contract basis and will continue indefinitely unless terminated in accordance with this Article.

Either party may terminate the Agreement by giving at least three (3) months’ prior written notice to the other party, unless otherwise specified in the Agreement.

39.2 Termination for Cause

The Merchant may terminate the Agreement with immediate effect if:

• Service availability falls below 90% in any calendar month;

• The service level commitments in Clause 35.2 are not met for two consecutive quarters; and/or

• TapaPay commits a material breach of the Agreement, Scheme Rules, or Applicable Law in providing the Services, provided TapaPay is given fifteen (15) days’ written notice to remedy the breach, unless the breach is not legally or practically remediable.

TapaPay may immediately suspend the Services, including Settlement, in whole or in part, if:

• The Merchant’s products or services are reasonably suspected to violate applicable laws;

• The Merchant materially changes its product or service category without prior written approval, including where an MCC update is required;

• The Merchant fails to provide or update KYC information when requested;

• The Merchant materially breaches the Agreement, Scheme Rules, or Applicable Law;

• TapaPay is instructed to do so by an Acquirer, Scheme Owner, or regulatory authority; and/or

• There is a clear indication of insolvency proceedings or inability to fulfil material obligations.

TapaPay may terminate the Agreement and/or any part of the Services immediately if:

• The cause of suspension is not remedied within fifteen (15) business days;

• The breach is irreparable;

• Termination is required under Applicable Law or Scheme Rules; and/or

• A regulatory authority, Acquirer, or Scheme Owner demands termination.

39.3 Activation and Minimum Transaction Requirements

Within forty-five (45) days of entering into the Agreement, the Merchant must activate the Payment Device by processing at least one Transaction using the Services.

Thereafter, the Merchant must meet either (i) seventy-five percent (75%) of its card processing through TapaPay, or (ii) process a minimum of £2,000 in card Transactions during any rolling twenty-eight (28) day period (the “Minimum Processing Level”).

If the Merchant fails to meet the Minimum Processing Level, TapaPay may impose a payment premium of £45.00 per month per Payment Device.

The Payment Premium will be suspended once the Merchant meets the Minimum Processing Level for a consecutive twenty-eight (28) day period, provided ongoing compliance is maintained.

The Merchant is not required to meet the Minimum Processing Level during a planned or unplanned cessation of Services, including due to a Force Majeure Event.

39.4 Cessation of Use During Rolling Contract Term

If the Merchant ceases using the Services or attempts to terminate the Agreement without providing the required three (3) months’ notice, TapaPay may invoice an amount equal to three (3) months of average fees paid during the previous six (6) months (the “Notional Value”).

If the Merchant has not traded for six (6) months, the Notional Value will be calculated based on a reasonable projection of average monthly sales.

This amount becomes payable within seven (7) days and may be deducted from any Deposit or MPL Reserve held.

39.5 Survival after Termination

Upon termination, TapaPay is under no obligation to process new Transactions.

All Transactions processed prior to termination remain subject to the Agreement, including provisions on Settlement, Chargebacks, Refunds, Fines, Liabilities, MPL Reserve, Set-off, and Invoicing.

39.6 Ongoing Liabilities After Termination
39.6.1 Post-Termination Account and Liability Management

TapaPay may keep the Merchant’s account partially active for up to six (6) months after termination, or longer if required, to manage outstanding liabilities.

This includes processing Chargebacks, handling Refunds, settling outstanding Fines or Fees, and maintaining sufficient reserves to cover post-termination liabilities.

39.6.2 Final Account Closure

Once all liabilities are resolved, TapaPay will close the Merchant’s account and release any remaining MPL Reserve balance, where applicable.

39.6.3 Legal and Financial Compliance Post-Termination

The Merchant acknowledges that liabilities may extend beyond termination as required by law or Scheme Rules and agrees to cooperate in resolving them.

39.6.4 Failure to Comply with Post-Termination Obligations

Failure to comply with post-termination obligations may result in additional fees or legal action. TapaPay reserves all rights to recover outstanding amounts through lawful means.

Article 40. Liability

40.1 No Liability for Scheme Owners and Third-Party Acquirers

TapaPay shall be responsible only for its own actions or omissions and shall not be liable for the actions, omissions, or failures of third parties, including issuing banks, scheme owners, or acquirers, unless such actions or failures arise directly from TapaPay’s intentional or wilful misconduct.

40.2 Limitation of Liability

TapaPay’s total aggregate liability to the Merchant for all claims arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, in any calendar year shall not exceed the total processing fees paid by the Merchant to TapaPay in the preceding full calendar year (or, if applicable, the current year prorated to twelve months).

Except where required by law or expressly provided under an indemnity, neither party shall be liable for any loss of profits, business, goodwill, anticipated savings, contracts, data, information, or reputation, nor for any indirect, special, incidental, or consequential losses.

This limitation does not apply to liability arising from fraud, intentional or wilful misconduct, death, or personal injury.

40.3 Exclusions and Limitations of Liability
40.3.1 General Exclusions

TapaPay shall not be liable for indirect or consequential damages, third-party failures, or downtime caused by factors outside its reasonable control.

40.3.2 Specific Limitations

Liability is capped annually at the total processing fees paid in the previous calendar year. Punitive, exemplary, or special damages are excluded.

40.3.3 Payment Industry Risks

TapaPay shall not be liable for inherent payment industry risks, including chargebacks, disputes, or settlement delays caused by schemes or acquirers.

40.3.4 Force Majeure Events

TapaPay is not liable for failures or delays caused by Force Majeure Events.

40.3.5 Merchant Obligations

The Merchant remains solely responsible for compliance with applicable laws and scheme rules.

40.4 Force Majeure

Neither party shall be liable for failure or delay caused by a Force Majeure Event, except for the Merchant’s financial obligations. If such an event lasts more than sixty (60) days, either party may terminate the Agreement by written notice.

Article 41. Indemnity

To the fullest extent permitted by law, TapaPay will indemnify the Merchant against claims asserting intellectual property rights over TapaPay’s software, systems, or services.

The Merchant will indemnify TapaPay against claims arising from the Merchant’s breach of the Agreement, Applicable Law, Scheme Rules, misuse of TapaPay intellectual property, or gross negligence, fraud, or wilful misconduct.

The Merchant is not required to indemnify TapaPay for losses resulting from TapaPay’s own wilful misconduct, fraud, or gross negligence.

Each party agrees to promptly notify the other of any indemnifiable claim and to cooperate in good faith in its defence.

Article 42. Settlement of Disputes

42.1 Governing Law

This Agreement shall be governed exclusively by the laws of Northern Ireland, excluding the Convention on Contracts for the International Sale of Goods.

42.2 Dispute Resolution and Jurisdiction

Disputes not resolved amicably within thirty (30) days shall be settled confidentially by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC).

The arbitration shall take place in Northern Ireland, be conducted in English, and the award shall be final and binding.

This Article does not prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction.

Article 43. General Clauses

43.1 Transfer

TapaPay may assign or transfer this Agreement within its group with written notice to the Merchant.

43.2 Voidable Provisions

If any provision is unenforceable, the remaining provisions remain in force and will be replaced with a valid provision reflecting the original intent.

43.3 Use of Party Names

TapaPay may reference the Merchant as a customer for marketing purposes. Any other use of names or logos requires prior written consent.

43.4 Changes to the Terms and Conditions

TapaPay may amend these Terms with thirty (30) days’ notice. Material changes allow the Merchant to object or terminate as set out in this Agreement.

43.5 No Additional Terms

No additional or conflicting terms apply unless agreed in writing by both parties.

43.6 Online Contracting – Written Confirmation

Either party may request written confirmation of an electronically accepted Agreement.

43.7 European Payment Services Directive

The Services are provided strictly on a business-to-business basis and PSD2 consumer protections are excluded to the maximum extent permitted by law.

43.8 Interpretation

Headings are for convenience only and do not affect interpretation. References include amendments and successors unless stated otherwise.

43.9 Third-Party Platforms

RST EPoS services such as iWantFed and GiveaVoucher are independent of TapaPay and supported solely by RST EPoS.

43.10 Separation of Contracting Parties

RST EPoS Ltd and Campsie Payments Ltd T/A TapaPay are separate legal entities, each responsible only for their own obligations.

Schedule 1 (TapaPay). Prohibited and Restricted Products and Services

This Schedule sets out the Products and Services that are prohibited or restricted for use with TapaPay’s Services.

S1.1 Prohibited for All Transaction Types

The Merchant must not use TapaPay for any of the following Products or Services:

• Drugs and drug paraphernalia, including substances intended to mimic illegal drugs or psychoactive products (such as synthetic cannabis or herbal incense);

• Products or services specifically designed to create or grow ingredients for drugs, including cannabis seeds or grow-shop products;

• Pyramid schemes;

• Escort services, massage parlours, or sexual services;

• Timeshares and timeshare maintenance services;

• Payday loans, independent financial advice (IFA), or unsecured loans from non-insured banks;

• Counterfeit goods, replicas, or products that infringe intellectual property rights;

• Trade in weapons, ammunition, or military arms;

• Products or services that promote hate, violence, terrorism, or discrimination;

• Tools or services designed to circumvent copyright protections, including mod-chips;

• Illegal gambling or gambling activities conducted without a valid licence;

• Adult entertainment or adult content, including adult websites, bookstores, or strip clubs;

• Fake references, identification documents, or services intended to facilitate deception;

• Social media “click farms” or engagement manipulation services;

• Telemarketing services using deceptive practices, including hidden disclosures or false claims; and

• Devices designed to block, intercept, or interfere with communications, including jammers or covert surveillance devices.