Terms and Conditions for
Access Systems (UK) Limited
These Standard Terms and Conditions (“Terms”) set out the terms and
conditions on which ACCESS SYSTEMS (UK) LTD (registered number
08033029), a company registered in England and Wales whose registered
office is at City Tower, Piccadilly Plaza, Manchester, M1 4BT (“Supplier”), shall
supply the Customer with the Services (as defined below). By executing a
Sales Proposal and/or Order Form, the Customer named in the Sales Proposal
and/or Order Form hereby agrees to be bound by these Terms.
AccessPay
Payment and Cash Management
www.accesspay.co
m
[email protected]
m
0203 282
7152
1
Contents
Contents ................................................................................................................................................................................ 2
1.
INTERPRETATION ........................................................................................................................................................ 3
2.
APPLICATION OF CONDITIONS .................................................................................................................................. 5
3.
EFFECT OF SALES ORDER FORM ............................................................................................................................. 5
4.
SUPPLIER’S OBLIGATIONS ......................................................................................................................................... 5
5.
CUSTOMER’S OBLIGATIONS ...................................................................................................................................... 7
6.
CHANGE CONTROL ..................................................................................................................................................... 8
7.
CHARGES AND PAYMENT .......................................................................................................................................... 8
8.
INTELLECTUAL PROPERTY RIGHTS ......................................................................................................................... 9
9.
LIMITED WARRANTY IN RELATION TO THE SERVICES ........................................................................................ 10
10.
OTHER IMPORTANT TERMS ................................................................................................................................. 11
11.
CONFIDENTIALITY AND SUPPLIER’S PROPERTY .............................................................................................. 11
12.
WARRANTIES .......................................................................................................................................................... 11
13.
DATA PROTECTION ............................................................................................................................................... 11
14.
LIMITATION AND EXCLUSION OF LIABILITY ....................................................................................................... 12
15.
TERMINATION ......................................................................................................................................................... 13
16.
FORCE MAJEURE ................................................................................................................................................... 14
17.
WAIVER ................................................................................................................................................................... 14
18.
SEVERANCE ........................................................................................................................................................... 14
19.
VARIATION .............................................................................................................................................................. 15
20.
ENTIRE AGREEMENT............................................................................................................................................. 15
21.
ASSIGNMENT .......................................................................................................................................................... 15
22.
NO PARTNERSHIP OR AGENCY ........................................................................................................................... 15
23.
THIRD PARTY RIGHTS ........................................................................................................................................... 15
24.
NOTICES .................................................................................................................................................................. 15
25.
GOVERNING LAW AND JURISDICTION ................................................................................................................ 15
ANNEX A - THIRD PARTY TERMS .................................................................................................................................... 18
ANNEX B - THIRD PARTY TERMS .................................................................................................................................... 24
Get in touch ......................................................................................................................................................................... 40
............................................................................................................................................................................................. 40
AccessPay
Payment and Cash Management
www.accesspay.co
m
[email protected]
m
0203 282
7152
2
1.1. The definitions and rules of interpretation in this
clause apply in these Terms:
Customer: the person, firm or company named
in the applicable Sales Proposal and/or Order
Form for the supply of Services from the
Supplier.
Affiliate: includes, in relation to the Customer,
each and any subsidiary or holding company of
the Customer and each and any subsidiary of a
holding company of the Customer.
Customer Data: the Customer’s data and/or all
data supplied by or on behalf of the Customer
to the Supplier (including that supplied through
the Services).
BACS: means the Banks Automated Clearing
System.
Data Storage Limit: means the maximum
amount of Customer Data the Customer may
hold on the Software, which shall be the higher
of 1 GB or, subject to the payment of additional
Fees, such other amount as agreed between
the parties in writing (including by e-mail) from
time to time.
1. INTERPRETATION
Bank: means a member bank of a national
cheque clearing system in the United Kingdom
shall include the clearing banks and the highstreet banks.
BIC: means a valid bank identifier code as
supplied by SWIFT
BIC and Bank Account: means a unique and
valid bank account number and BIC
combination for which the Customer has
authorisation to make payments and/or view
statement information
Banking Connectivity Transformation:
means a unique combination of BIC and Bank
Account, Payment Method and Payment File
Format.
Banking Day: the day on which the Banks are
open for business which shall exclude a
Saturday and Sunday and bank holidays unless
otherwise amended by statute.
Channel: means a Bank or such third party
system or gateway used to process electronic
messages, which may include but not be limited
to BACS and SWIFT.
Commercially Reasonable Efforts: the same
degree of priority and diligence with which the
Supplier meets the support needs of its other
similar customers.
Commencement Date: shall be the date set in
the Sales Order Form.
Contract: together these Terms and any Order
Form and/or Sales Proposal.
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Document: means and includes, in addition to
any document in writing, any drawing, map,
plan, diagram, design, picture or other image,
tape, disk or other device or record embodying
information in any form.
Intellectual Property Rights: patents, rights to
inventions, copyright and related rights,
trademarks, trade names, domain names,
rights in get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in
designs, rights in computer software, database
rights, topography rights, moral rights, rights in
confidential information (including without
limitation know-how and trade secrets) and any
other intellectual property rights, in each case
whether registered or unregistered, and
including without limitation all applications for,
and renewals or extensions of, such rights, and
all similar or equivalent rights or forms of
protection in any part of the world.
Fees: means together the Subscription Fees,
the One Off Fees and such other fees set out in
the Sales Order Form or otherwise agreed
between the parties in writing (including via email payable by the Customer to the Supplier in
accordance with condition 7).
FPS: means payments made through the
Faster Payments Scheme Ltd
Know-How: means all or any information, data
and methodology not at present freely available
to the public and all financial, commercially
sensitive, trade and business secrets of
whatever nature in whatever format including
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such items and information as referred to in the
Documents and necessary in order to provide
the Services.
One Off Fees: means the non-recurring, one
off fees referred to in the Sales Order Form, or
such other fees agreed between the parties in
writing (including by e-mail).
Payment File Format: means the structure of
content in a file which contains a list of
payments to be made, and which is generated
by an IT system of the Customer and which is
uniquely defined in the Sales Order.
Payment Method: means the method by which
payment is to be made to the beneficiary.
Process: any operation or set of operations
that is performed on any Data, whether or not
by automatic means, such as collection,
recording, organisation, storage, adaptation or
alteration, retrieval, consultation, use,
disclosure by transmission, dissemination or
otherwise making available, alignment or
combination, blocking, erasure or destruction.
Professional Consultancy Services: means
bespoke, infrequent, or bespoke technical
functions performed by consultants of expertise
provided by the Supplier, and who provide
advice, project management, workshops and
training, as more set out in the applicable Sales
Proposal and/or Order Form.
Professional Consultancy Fees: means the
fees payable by the Customer to the Supplier in
respect of any Professional Consultancy
Services, as set out in the Sales Proposal
and/or Order Form.
Sales Order Form: the Sales Order Form
agreed between the Supplier and the
Customer.
Service Levels: the service level responses
times referred to in condition 4.11.
Services: the services to be provided by the
Supplier under the Contract as referenced in
the Sales Order Form and more fully described
in Appendix A.
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Software: means the software products made
available by the Supplier to the Customer under
this Contract and as part of the Services, as
and specified in the Sales Order Form, but
excluding the Third Party Services.
Standard File Format: means the structure of
content in a file which contains a list of
payments to be made, as defined by the
external documents produced and maintained
by the Supplier.
Support Hours: 9.00 am to 5.00 pm Monday to
Friday, except on days which are bank or public
holidays in England.
Support Service: the support and
maintenance service more particularly
described in condition 4, which is to be
provided by the Supplier to the Customer.
Subscription Fees: the annual recurring fees
for the use of the Services payable by the
Customer to the Supplier and the Third Party
Services as specified in the Sales Order Form.
Supplier’s Manager: the Supplier’s manager
for the Project, appointed in accordance with
condition 4.
SWIFT: means the Society for Worldwide
Interlink Financial Communications.
SWIFT Setup Fees: means the one off fees payable
for the creation of a BIC for the Customer by SWIFT
SWIFT Ongoing Fees: means the monthly fees
charged to Customer, through the Supplier acting as
an agent under Article 29 of the EU Directive, for the
usage of the SWIFT network as detailed in Annex B
Third Party Services: means the third party
services forming part of the Services and provided to
the Customer subject to the Third Party Terms.
Third Party Terms: means the terms and conditions
applicable to the Third Party Services and set out in
the annexes hereto, as may be amended from time
to time on notice to the Customer.
Transaction: a financial transaction made by the
Customer using the Software.
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Unavailable: subject to clause 4.5, the Customer
has no connectivity to and is unable to access the
Software.
VAT: value added tax chargeable under English law
for the time being and any similar additional tax.
1.2. Clause, Schedule and paragraph headings
shall not affect the interpretation of this
agreement.
1.3. A person includes a natural person, corporate
or unincorporated body (whether or not having
separate legal personality).
1.4. A reference to a company shall include any
company, corporation or other body corporate,
wherever and however incorporated or
established.
1.5. Unless the context otherwise requires, words in
the singular shall include the plural and in the
plural include the singular.
1.6. Unless the context otherwise requires, a
reference to one gender shall include a
reference to the other genders.
1.7. A reference to a statute or statutory provision is
a reference to it as amended, extended or reenacted from time to time.
1.8. A reference to writing or written includes faxes
and e-mail.
1.9. References to clauses and Schedules are to
the clauses and Schedules of this agreement
and references to paragraphs are to
paragraphs of the relevant Schedule.
2. APPLICATION OF CONDITIONS
2.1. These Terms shall:
a.
apply to and be incorporated in the
Contract; and
b.
prevail over any inconsistent terms or
conditions including the Customer’s terms
and conditions, or implied by law, trade
custom, practice or course of dealing.
3. EFFECT OF SALES ORDER FORM
3.1. The Sales Order Form signed by the Customer
constitutes an offer by the Customer to
purchase the Services specified in it in
accordance with these Terms. The Sales Order
Form shall only be deemed to be accepted
when the Supplier either (i) executes and
issues the order acknowledgement; or (ii)
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commences the provision of the Services; at
which point and on which date the Contract
shall come into existence (“Commencement
Date”) subject to condition 3.2 below.
3.2. Where the Supplier issues a Sales Proposal
and/ or Order Form prior to contract formation
which includes terms and conditions that
conflict with these Terms, then the terms and
conditions specified in the Supplier’s Sales
Order Form shall prevail and override the
conflicting terms and conditions specified in
these Terms for the purpose of interpreting the
relevant provision.
4. SUPPLIER’S OBLIGATIONS
The Services
4.1. The Supplier shall provide the Services to the
Customer, in accordance with the Sales
Proposal and/ or Order Form in all material
respects.
4.2. The Supplier shall use reasonable endeavours
to meet any performance dates specified in the
Sales Order Form. Customer acknowledges
that the Supplier is reliant on the timely
response and co-operation of both the Client
and the Banks and SWIFT in relation to any
item they are required to produce and as such
the Supplier will not be held responsible or
liable for any delays caused by these parties.
Any such dates specified in the Sales Order
Form shall therefore be estimates only and time
for performance by the Supplier shall not be of
the essence of this Contract.
4.3. The Supplier shall appoint the Supplier’s
Manager who shall have authority contractually
to bind the Supplier on all matters relating to
the Services. The Supplier shall use reasonable
endeavours to ensure that the same person
acts as the Supplier’s Manager in the delivery
of the Services, but may replace him from time
to time where reasonably necessary in the
interests of the Supplier’s business.
4.4. The Supplier may at any time on prior notice
change or alter the Software provided that the
changed or altered Software provides an
equivalent service to the then existing Software.
4.5. The Supplier shall be responsible for obtaining
and maintaining all necessary licences and
consents and comply with all relevant
legislation to enable it to provide the Services to
the Customer.
Uptime Availability
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4.6. The Supplier shall provide at least a 99.5%
uptime availability level in respect of the
Software (“Uptime Service Level”) during each
calendar month. This availability refers to an
access point on the Supplier hosting provider’s
backbone network. It does not apply to the
portion of the circuit that does not transit the
hosting provider’s backbone network, as the
Customer is responsible for its own internet
access. The total availability of the Software is
calculated as 100% of the time, less the time
that the Software is Unavailable.
For the avoidance of doubt, the Software shall
not be considered Unavailable during any
outages, disruption or other availability issues
caused by:
a.
any maintenance events,
b.
Customer-caused or third party-caused
outages or disruptions,
c.
Customer or third party hardware or
software, including Customer’s own
internet connectivity and available
bandwidth;
d.
Customer’s use of the Software after the
Supplier advised Customer to modify its
use of the Services, if Customer did not
modify its use as advised,
e.
any other breach by the Customer of its
obligations under this Contract, or
f.
in whole or in part to force majeure events
within the meaning of condition 16.
4.7. Subject to condition 4.5 above, if Software
availability falls below the Uptime Service Level
in a given calendar month (“Service Delivery
Failure”), the Supplier shall credit the
Customer’s account by an amount of ten (10)
percent of the total Fees owed for that calendar
month for each full hour the Software is
Unavailable (“Service Credit”). The maximum
Service Credit allowable in a given calendar
month is limited to an amount equal to the total
Subscription Fee owed by the Customer for that
calendar month. The Customer acknowledges
and agrees that the terms of this condition
relating to Service Credits constitute a genuine
pre-estimate of the loss or damage that the
Customer would suffer as a result of the
Supplier’s Service Delivery Failure and are not
intended to operate as a penalty for the
Supplier’s non-performance.
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4.8. The provisions of clause 4.6 state the
Customer’s full and exclusive right and remedy,
and the Supplier’s (including its licensors,
agents and subcontractors, if any) only
obligation and liability, in respect of any failure
to achieve the Uptime Service Level.
Support
4.9. The Supplier shall supply, and the Customer
shall take and pay for, the Support Service. The
Support Service applies only to that part of the
Software (“Supported Software”) which is
expressly included in and referred to as being
supported in a Sales Order Form.
4.10.
The Support Service shall be provided
by the Supplier during the Support Hours and
shall comprise:
a.
a telephone help desk to provide first-line
technical support to users of the
Supported Software; and
b.
remote diagnosis and, where possible,
correction of faults,
4.11.
All requests for the Support Service by
the Customer shall include sufficient
documentation, data, details and assistance
from the Customer with respect to the reported
fault so as to enable the Supplier to reproduce
and verify the fault.
4.12.
Subject to clause 4.10 above, where a
request for Support Services is received by the
Supplier from the Customer (i) before 11.30am
on a Banking Day, the Supplier shall exercise
all Commercially Reasonable Efforts to restore
all relevant functions of the Supported Software
by 5pm on the same Banking Day and (ii) after
11.30am on a Banking Day, the Supplier shall
exercise Commercially Reasonable Efforts to
restore all relevant functions of the Supported
Software by 5pm on the next Banking Day.
4.13.
The Customer acknowledges that the fix
times referred to at clause 4.12 are estimates
and are subject to the complexity of the
reported fault and that in certain instances it
may take longer that the projected timescales
specified in 4.12. Provision of the Support
Services as described in this clause 4 is the
Supplier’s sole obligation, and Customer’s sole
remedy, with respect to the support of the
Supported Software. The Supplier shall have
no other liability or obligation to Customer with
respect to any faults or other real or perceived
problems with the Supported Software.
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4.14.
The Supplier shall have no obligation to
provide Support Services in connection with
any fault, questions or problems that arise from:
a.
any modification, customisation, alteration
or addition to the Supported Software, or
attempt thereof, made by Customer or any
third party not authorised to do so by the
Supplier;
b.
use of the Supported Software: (a) in a
manner other than for which is was
designed or (b) in any way not permitted
under this Contract;
c.
the negligence or intentional misconduct of
any user of the Supported Software;
d.
a fault in the equipment or in any other
third party software operating in
conjunction with the Supported Software;
and
e.
failure by Customer to implement
reasonable recommendations in respect of
or solutions to faults previously advised by
the Supplier.
5. CUSTOMER’S OBLIGATIONS
5.1. The Customer shall:
a.
co-operate with the Supplier in all matters
relating to the delivery of the Services and
appoint the Customer’s Project Manager to
act as point of contact between the
Supplier and the Customer, who shall
have the authority to contractually bind the
Customer on matters relating to the
delivery of the Services;
b.
provide in a timely manner such access to
the Customer’s premises and data, and
such office accommodation and other
facilities, as is reasonably requested by
the Supplier;
c.
provide in a timely manner such
information and decision making as the
Supplier may reasonably request, and use
reasonable endeavours to ensure that
such information is accurate in all material
respects;
d.
be responsible (at its own cost) for
preparing the relevant premises for the
supply of the Services;
e.
not exceed the Data Storage Limit;
f.
where reasonably necessary, obtain and
maintain all necessary licences and
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consents and comply with all relevant
legislation in relation to the use of the
Services that would be reasonably
necessary to enable the Customer to use
the Services, in all cases before the date
on which the Services are to start
howsoever determined in accordance with
Condition 3 and the Customer shall
indemnify the Supplier against all claims
and losses which the Supplier may incur
and which arise whether directly or
indirectly from the Customer’s breach of its
obligations under this Contract and
provide, in a timely manner, all such
Documents, information and materials
including computer programs data reports
and specifications and other information as
the Supplier may reasonably require in
order to provide the Services, and use
reasonable endeavours to ensure that it is
accurate in all material respects; and
g.
be solely responsible for procuring and
maintaining its network connections and
telecommunications links from its systems
to the Supplier’s data centres, and all
problems, conditions, delays, delivery
failures and all other loss or damage
arising from or relating to the Customer’s
network connections or
telecommunications links or caused by the
internet.
5.2. If the Supplier’s performance of its obligations
under the Contract is prevented or delayed by
any act or omission of the Customer or the
Customer’s agents, sub-contractors or
employees (including any failure by the
Customer to comply with its obligations at
clause 5.1): (a) the Supplier shall not be liable
for any losses, damages, delays or failure to
perform its obligations under the Contract and
the time for performance of Supplier’s
obligations shall be extended by the Supplier as
a result thereof; and (b) the Customer shall in
all circumstances pay to the Supplier on
demand all reasonable costs, charges or losses
directly sustained or incurred by it), subject to
the Supplier confirming such costs, charges
and losses to the Customer in writing.
5.3. The Customer shall not, without the prior
written consent of the Supplier, at any time from
the date of the Contract to the expiry of six
months after the completion of the Services,
solicit or entice away from the Supplier or
employ or attempt to employ any person who
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is, or has been, engaged as an employee or
sub-contractor of the Supplier.
5.4. The Customer agrees that the accuracy of the
information (including any Customer Data) that
they provide in order to process the Transaction
is its sole responsibility and that the Supplier is
only acting on the Customer’s behalf in
processing the Transaction with the use of the
Software.
5.5. The Customer acknowledges that the Services
may enable or assist it to access the website
content of, correspond with, and purchase
products and services from, third parties via
third-party websites and that it does so solely at
its own risk. The Supplier makes no
representation or commitment and shall have
no liability or obligation whatsoever in relation
to the content or use of, or correspondence
with, any such third-party website, or any
transactions completed, and any contract
entered into by the Customer, with any such
third party. Any contract entered into and any
transaction completed via any third-party
website is between the Customer and the
relevant third party, and not the Supplier. The
Supplier recommends that the Customer refers
to the third party’s website terms and conditions
and privacy policy prior to using the relevant
third-party website. The Supplier does not
endorse or approve any third-party website nor
the content of any of the third-party website
made available via the Services.
5.6. The Customer acknowledges that it is solely
responsible for ensuring that all Customer Data
uploaded to and/or processed by any of the
Services has been correctly uploaded and/or
processed and sent to and received by the
appropriate Channel. The Supplier shall not
bear any responsibility or liability for checking
(i) any Customer Data that the Customer
uploads to and/or is processed by any of the
Services or (ii) whether the Channel has
received the correct Customer Data. Unless
arising out of the Supplier’s breach of the
Contract, the Supplier cannot be held liable for
any losses or damages, claims, costs or
expenses incurred by the Customer arising
whether directly or indirectly from any failure to
send the Customer Data to the relevant
Channel or any failure of all or any other third
party website or data processing system to
upload the Customer Data within the timeframe
required by the Customer.
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5.7. Where the Supplier has included any Third
Party Services as part of the Services, the
Customer agrees that its use of the Third Party
Services shall be subject to its compliance with
the Third Party Terms.
5.8. The Customer indemnifies and shall keep
indemnified the Supplier against all losses,
damages, claims, costs and expenses suffered
or incurred by the Supplier arising out of or in
connection with the Customer’s breach of the
Third Party Terms.
5.9. The Supplier may treat the Customer’s breach
of the Third Party Terms as a breach of these
Terms.
6. CHANGE CONTROL
6.1. If either party requests a change to the scope
or execution of the Services, the Supplier shall,
within a reasonable time, provide a written
estimate to the Customer of:
a.
the likely time required to implement the
change;
b.
any variations to the Supplier’s charges
arising from the change; and
c.
any other impact of the change on the
terms of the Contract.
6.2. If the Supplier requests a change to the scope
of the Services, the Customer shall not
unreasonably withhold or delay consent to it.
6.3. If either party wishes the other party to proceed
with the change, the other party has no
obligation to do so unless and until the parties
have agreed in writing on the necessary
variations to its charges and any other relevant
terms of the Contract to take account of the
change.
7. CHARGES AND PAYMENT
7.1. In consideration of the provision of the
Services, the Customer shall pay the Fees to
the Supplier in accordance with these Terms.
7.2. The Professional Consultancy Fees shall be
invoiced in full on the Commencement Date,
and thereafter any additional charges will be
invoiced on a time-and-materials basis:
a.
shall be calculated in accordance with the
Supplier’s standard daily fee rates as
amended from time to time;
b.
are calculated on the basis of an eighthour day worked between 8.00 am and
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5.00 pm on weekdays (excluding
weekends and public holidays);
c.
d.
shall be subject to overtime and the
Supplier shall be entitled to charge
overtime at a rate that is reasonable
having regard to the circumstances in
which the need for overtime has arisen in
respect of time worked by members of the
project team outside the hours referred to
in condition 7.2(b) on a pro-rata basis; and
shall be invoiced to the Customer as
agreed in the Sales Order Form for its
charges for time, expenses and materials
(together with VAT where appropriate) for
the month concerned, calculated as
provided in this condition 7.2, or otherwise
at the end of the calendar month.
7.3. Subject to condition 7.4 and 7.5, the Customer
shall pay each invoice for the Fees submitted to
it by the Supplier in full, and in cleared funds,
as stipulated in the Sales Order Form. In the
event that the method and timing of payment is
not stipulated in the Sales Order Form, then the
time period for payment will be payment in
cleared funds within 30 days of the date of the
invoice.
7.4. The One Off Fees and the SWIFT Set Up Fee
shall be due and payable by the Customer to
the Supplier on or before the Commencement
Date.
7.5. The Subscription Fees shall be due and
payable by the Customer to the Supplier on or
before the Commencement Date. Thereafter,
the Subscription Fees shall be due and payable
by the Customer to the Supplier on each
subsequent anniversary of the relevant
Commencement Date.
7.6. Without prejudice to any other right or remedy
that the Supplier may have, if the Customer
fails to pay the Supplier on the due date the
Supplier may in its absolute discretion:
a.
charge interest on such sum from the due
date for payment at the annual rate of 4%
above the base lending rate from time to
time of HSBC Bank PLC, accruing on a
daily basis and being compounded
quarterly until payment is made, whether
before or after any judgment. The Supplier
may claim interest under the Late Payment
of Commercial Debts (Interest) Act 1998;
and
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b.
suspend all Services until payment has
been made in full.
7.7. Time for payment shall be of the essence of the
Contract.
7.8. All payments payable to the Supplier under the
Contract shall become due immediately on
termination of the Contract, despite any other
provision. This condition is without prejudice to
any right to claim for interest under the law, or
any such right under the Contract.
7.9. The Supplier may, without prejudice to any
other rights it may have set off any liability of
the Customer to the Supplier against any
liability of Supplier to the Customer.
7.10.
The SWIFT Ongoing Fees will be
invoiced to the Customer monthly in arrears,
and will be payable within 30 days of receipt of
invoice.
8. INTELLECTUAL PROPERTY
RIGHTS
8.1. All Intellectual Property Rights and all other
rights in the Services (including the Software
and the Third Party Services) shall be owned
by the Supplier (and/or its licensors). The
Supplier hereby licenses the Software and the
Documentation to the Customer on a nonexclusive, non-transferable (without a right to
sub-licence) and worldwide basis for the
Customer’s own internal business purposes
only. On termination of this Contract, this
licence will automatically terminate.
8.2. All customisations and enhancements to the
Software created and/or delivered by the
Supplier shall be deemed to be part of the
Software licensed hereunder, and ownership
thereof shall vest in the Supplier absolutely
upon creation.
8.3. The Supplier shall provide the Customer with
any relevant printed materials and
online/electronic documentation in relation to
the Software (“Documentation”).
8.4. The Supplier licences use of the Software and
Documentation to the Customer on the basis of
these Terms. The Supplier does not sell the
Software or Documentation to the Customer.
The Supplier remains the owner of the Software
and Documentation at all times. This licence is
personal to the Customer only and does not
extend to any Affiliate of the Customer or other
third party, except with the prior written
approval of the Supplier.
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8.5. The Customer shall comply with any system
requirements for operation of the Software
notified by the Supplier from time to time.
8.6. Restrictions
a.
Except as expressly set out in this
Contract, the Customer undertakes:
b.
not to copy the Software or
Documentation;
c.
not to rent, lease, sub-license, loan,
translate, merge, adapt, vary or modify the
Software or Documentation;
d.
not to make alterations to, or modifications
of, the whole or any part of the Software
nor permit the Software or any part of it to
be combined with, or become incorporated
in, any other programs;
e.
f.
g.
not to disassemble, de-compile, reverse
engineer or create derivative works based
on the whole or any part of the Software
nor attempt to do any such things except
to the extent that (by virtue of section 296A
of the Copyright, Designs and Patents Act
1988) such actions cannot be prohibited
because they are essential for the purpose
of achieving inter-operability of the
Software with another software program,
and provided that the information obtained
by the Customer during such activities:
i.
is used only for the purpose of
achieving inter-operability of the
Software with another software
program;
ii.
is not disclosed or communicated
without the Supplier’s prior written
consent to any third party to whom it
is not necessary to disclose or
communicate it; and
iii.
is not used to create any software
which is substantially similar to the
Software;
to supervise and control use of the
Software and ensure that the Software is
used by the Customer’s employees and
representatives in accordance with the
terms of this Licence; AND
not to provide, or otherwise make
available, the Software in any form, in
whole or in part (including, but not limited
to, program listings, object and source
program listings, object code and source
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code) to any person other than the
Customer’s employees without prior
written consent from the Supplier.
8.7. The Customer acknowledge that all Intellectual
Property Rights in the Software and the
Documentation throughout the world belong to
the Supplier, that rights in the Software are
licensed (not sold) to the Customer, and that
the Customer has no rights in, or to, the
Software or the Documentation other than the
right to use them in accordance with the terms
of this Contract.
8.8. The Customer acknowledges that it has no right
to have access to the Software in source code
form or in unlocked coding or with comments.
8.9. The integrity of this Software is protected by
technical protection measures (TPM) so that
the intellectual property rights, including
copyright, in the Software are not
misappropriated. The Customer must not
attempt in any way to remove or circumvent
any such TPM, nor to apply, manufacture for
sale, hire, import, distribute, sell, nor let, offer,
advertise or expose for sale or hire, nor have in
its possession for private or commercial
purposes, any means whose sole intended
purpose is to facilitate the unauthorised
removal or circumvention of such TPM.
9. LIMITED WARRANTY IN RELATION
TO THE SERVICES
9.1. The Supplier warrants that the Software will,
when properly used and on an operating
system for which it was designed, perform
substantially in accordance with the functions
described in the Documentation.
9.2. In the limitation of the Supplier’s liability,
Customer acknowledges that the Services have
not been developed to meet its individual
requirements and if the Customer is a business
customer, the Services are only supplied for
internal use by its business, and it agrees not to
use the Services for any re-sale purposes.
9.3. This sets out the full extent of the Supplier’s
obligations and liabilities in respect of the
supply of the Services. Except as expressly
stated in this Contract, there are no conditions,
warranties, representations or other terms,
express or implied, that are binding on the
Supplier. Any condition, warranty,
representation or other term concerning the
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supply of the Services which might otherwise
be implied into, or incorporated in, this Contract
whether by statute, common law or otherwise,
is excluded to the fullest extent permitted by
law.
contractors as need to know it for the purpose
of discharging the Receiving Party’s obligations
to the Disclosing Party, and shall ensure that
such employees, agents or sub-contractors are
subject to obligations of confidentiality
corresponding to those which bind the
Receiving Party.
9.4. Upon termination for any reason:
a.
all rights granted to the Customer under
this Contract shall cease;
b.
the Customer must cease all activities
authorised by this Contract;
c.
the Customer must immediately pay to the
Supplier any sums due to the Supplier
under this Contract unless such
termination arises as a result of the
Supplier’s default; and
d.
the Customer must, to the extent
reasonably feasible, immediately delete or
remove all Software from all computer
equipment in its possession and
immediately destroy or return to the
Supplier (at our option) all copies of the
Software then in the Customer’s
possession, custody or control and, in the
case of destruction, certify to the Supplier
that it has done so.
9.5. The Customer acknowledges that the only
warranties in relation to the Third Party
Services, or the supply thereof, are those
contained in the Third Party Terms (if any) and
are otherwise provided strictly subject to the
disclaimer at clause 9.3.
10.
OTHER IMPORTANT TERMS
The Supplier may transfer its rights and obligations
under this Contract to another organisation or group
company of the Supplier, but this will not affect your
rights under this Contract.
11.2.
All materials, equipment and tools,
drawings, specifications and data supplied by
the Disclosing Party to the Receiving Party
shall at all times be and remain the exclusive
property of the Disclosing Party, but shall be
held by the Receiving Party in safe custody at
its own risk and maintained and kept in good
condition by the Receiving Party until returned
to the Disclosing Party, and shall not be
disposed of or used other than in accordance
with the Disclosing Party’s written instructions
or authorisation.
11.3.
This condition 11 shall survive
termination of the Contract, however arising.
12.
WARRANTIES
12.1.
The Supplier warrants that it owns (or
has a licence to) the Intellectual Property Rights
in the Software and the Documentation.
13.
DATA PROTECTION
13.1.
Both parties shall comply with the
provisions of the Data Protection Act 1998
(“Act”) and all other regulations in relation to the
collection, exchange and processing of
Personal Data (as defined under the Act).
13.2.
that:
a.
all relevant data subjects whose personal
data it has supplied to the Supplier in
connection with this Contract (Customer
Personal Data) have given their informed
consent for the Supplier to:
11. CONFIDENTIALITY AND
SUPPLIER’S PROPERTY
11.1.
Each party (“the Receiving Party”) shall
keep in strict confidence all technical or
commercial know-how, specifications,
inventions, processes or initiatives which are of
a confidential nature and have been disclosed
to it by the other party (“the Disclosing Party”)
or its agents, and any other confidential
information concerning the Disclosing Party’s
business or its products which the Receiving
Party may obtain. The Receiving Party shall
restrict disclosure of such confidential material
to such of its employees, agents or subwww.accesspay.com | 0203 282 7152
The Customer warrants and represents
i.
process the Customer Personal Data
for the supply of the Services;
ii.
disclose any Customer Personal
Data in response to any subject
access request relating to this
Contract; and
iii.
retain the Customer Personal Data
for as long as is necessary for the
provision of the Services; and
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b.
it is registered with all relevant data
protection authorities to Process all
Customer Personal Data for the supply of
Services.
13.3.
The Customer shall indemnify and keep
indemnified the Supplier for any losses, costs,
claims or expenses incurred or suffered by the
Supplier arising as a result of:
a.
the Customer breaching any of the Privacy
and Data Protection Requirements; or
b.
the Customer causing the Supplier to be in
breach of any of the Privacy and Data
Protection Requirements.
13.4.
Supplier’s Obligations
The Supplier shall:
a.
b.
c.
only make copies of the Customer Data to
the extent reasonably necessary for the
supply of the Services (this includes backup, mirroring (and similar availability
enhancement techniques), security,
disaster recovery and testing of the
Customer Data);
b.
any use made by the Customer of the
Services, or any part of them; and
c.
any representation, misrepresentation
(whether innocent or negligent), statement
or tortious act or omission (including
without limitation negligence) arising under
or in connection with the Contract.
14.2.
All warranties, conditions and other
terms implied by statute or common law are, to
the fullest extent permitted by law, excluded
from the Contract.
14.3.
Nothing in these conditions excludes the
liability of the Supplier:
a.
for death or personal injury caused by the
Supplier’s negligence; or
b.
for fraud or fraudulent misrepresentation.
14.4.
14.3:
a.
not extract, re-utilise, use, exploit,
redistribute, re- disseminate, copy or store
the Customer Data other than for the
supply of the Services; and
not do anything that may materially
damage the reputation of the Customer.
13.5.
In the event that the Customer requires
a copy of the Customer Personal Data being
held by the Supplier, they shall make such a
request of the Supplier which must be in writing
and which must give at least 30 days notice to
the Supplier. Upon receipt of the request and
subject to Customer’s payment of any
applicable Fees, the Supplier will as soon as is
reasonably practicable, provide a copy of the
Customer Data in a CSV format only.
14. LIMITATION AND EXCLUSION
OF LIABILITY
14.1.
The following provisions set out the
entire financial liability of the Supplier (including
without limitation any liability for the acts or
omissions of its employees, agents and subcontractors) to the Customer in respect of:
a.
any breach of the Contract howsoever
arising;
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Subject to condition 14.2 and condition
the Supplier shall not in any circumstances
be liable, whether in tort (including without
limitation for negligence or breach of
statutory duty howsoever arising),
contract, misrepresentation (whether
innocent or negligent) or otherwise for:
i.
loss of profits; or
ii.
loss of business; or
iii.
depletion of goodwill or similar
losses; or
iv.
loss of anticipated savings; or
v.
loss of goods; or
vi.
loss of contract; or
vii.
loss of use; or
viii.
loss or corruption of data or
information; or
ix.
any special, indirect, consequential
or pure economic loss, costs,
damages, charges or expenses,
howsoever caused even if it is advised of the possibility
of such loss.
b.
the Supplier’s total liability in contract, tort
(including without limitation negligence or
breach of statutory duty howsoever
arising), misrepresentation (whether
innocent or negligent), restitution or
otherwise, arising in connection with the
performance or contemplated performance
of the Contract shall be limited in the
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aggregate to the Fees paid by the
Customer for the Services pursuant to the
Contract.
14.5.
In so far as the Software provided to the
Customer operates in conjunction with any
Channel, the Supplier shall not be liable to the
Customer for any Channel act or omission.
14.6.
The Supplier shall have no liability to the
Customer or any third party howsoever,
whether for negligence, breach of contract,
misrepresentation (unless fraudulently made),
or otherwise for any losses, damages, claims,
costs or expenses (including legal fees and
disbursements and costs of investigation,
litigation, settlement, judgment, interest and
penalties) suffered by the Customer or third
party arising from or in relation to:
a.
the re-allocation or cancellation of Channel
applications and/or their failure to operate;
b.
the use of, or inability to use, or reliance
upon any application or upgrade (whether
such application or upgrade becomes
Channel approved or not);
c.
the failure of any Channel hardware or
software (including but not limited to any
smart card reader, device or token) to
operate properly in order to enable the
Customer to use the Software in order to
make a Transaction and or any other loss
arising out of the use of such Channel
software or hardware;
d.
any errors, omissions or availability issues
arising out of or in connection with the
Third Party Platform;
e.
any errors in the Customer Data or other
information provided by the Customer
howsoever;
f.
any errors in the payment details provided
by the Customer howsoever and included
in and/or relating to the Customer Data;
and
g.
any delays, problems or errors with
uploading and/ or importing and/or
processing of the Customer Data or
payment details where such delays,
problems or errors are caused by the
Customer and/or the Customer Data or
payment details;
h.
any downtime of the Software availability
including if availability falls below the
Uptime Service Level where such
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downtime is caused by the Customer and/
or the Customer Data or payment details.
14.7.
For the avoidance of doubt the
Customer shall be solely responsible for
checking the accuracy of the Customer Data
and also any payment details included in and/or
relating to the Customer Data. The Customer
shall be solely liable for any liability, loss,
damage, claims, costs and expenses relating to
any errors in the Customer Data and/or any
associated payment details and any errors in
the upload, import and/or processing of the
Customer Data and/or any associated payment
details.
14.8.
The Customer shall indemnify and keep
the Supplier indemnified from and against any
liability, loss, damage, claims, costs and
expenses incurred or suffered by the Supplier
relating to and/or in connection with: (a) any
errors in the Customer Data provided by the
Customer howsoever; (b) any errors in the
payment details provided by the Customer
howsoever and included in and/ or relating to
the Customer Data; (c) any delays, problems or
errors with uploading and/or importing and/ or
processing of the Customer Data or payment
details, where any such delays, problems or
errors are caused by the Customer and/or the
Customer Data or payment details; and (d) any
downtime of the Service availability including if
availability falls below the Uptime Service Level
where such downtime is caused by the
Customer and/or the Customer Data or
payment details.
15.
TERMINATION
15.1.
The Contract shall commence on the
Commencement Date and shall continue for a
period either: (i) as set out in the Customer’s
signed Sales Order Form; or (ii) if not set out in
the Sales Order Form then for one calendar
year (the “Initial Period”) and thereafter shall
continue on an annual rolling basis unless and
until terminated by either party giving at least
30 days prior written notice of termination to
expire at the end of the Initial Period or any
annual anniversary thereafter.
15.2.
Notwithstanding clause 15 and without
prejudice to any other rights or remedies to
which the parties may be entitled, either party
may terminate the Contract without liability to
the other if:
a.
the other party fails to pay any Fees within
30 days of the relevant due date;
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b.
the other party commits a material breach,
or a series of minor breaches by either
party (of which that party has been notified
by the other party) could constitute a
material breach of the Contract and (if
such a breach is remediable) fails to
remedy that breach within 30 days of that
party being notified in writing of the
breach; or
c.
an order is made or a resolution is passed
for the winding up of the other party, or
circumstances arise which entitle a court
of competent jurisdiction to make a
winding-up order of the other party; or
d.
an order is made for the appointment of an
administrator to manage the affairs,
business and property of the other party,
or documents are filed with a court of
competent jurisdiction for the appointment
of an administrator of the other party, or
notice of intention to appoint an
administrator is given by the other party or
its directors or by a qualifying floating
charge holder (as defined in paragraph 14
of Schedule B1 to the Insolvency Act
1986); or
e.
a receiver is appointed of any of the other
party’s assets or undertaking, or if
circumstances arise which entitle a court
of competent jurisdiction or a creditor to
appoint a receiver or manager of the other
party, or if any other person takes
possession of or sells the other party’s
assets; or
f.
the other party makes any arrangement or
composition with its creditors, or makes an
application to a court of competent
jurisdiction for the protection of its creditors
in any way, or becomes bankrupt; or
g.
the other party ceases, or threatens to
cease, to trade; or
h.
the other party takes or suffers any similar
or analogous action to any of the foregoing
in any jurisdiction in consequence of debt.
15.3.
The Supplier reserves the right to
terminate this agreement immediately on
written notice to the Customer in the event the
Supplier’s agreement with the Third Party
Services provider is terminated for any reason.
15.4.
Termination of the Contract, however
arising, shall not affect or prejudice the accrued
rights of the parties as at termination or the
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continuation of any provision expressly stated
to survive, or implicitly surviving, termination.
15.5.
On termination of this Contract for any
reason:
16.
a.
the Customer shall immediately pay to the
Supplier all of the Supplier’s outstanding
unpaid invoices and interest and, in
respect of Services supplied but for which
no invoice has been submitted, including
those for the Initial Period and any further
extension thereafter howsoever agreed,
the Supplier may submit an invoice, which
shall be payable immediately on receipt
together with any other costs incurred by
the Supplier in the provision of the
Services as evidenced by the Supplier in
writing, other than where termination is a
direct result of the Supplier’s default; and
b.
the accrued rights and liabilities of the
parties as at termination and the
continuation of any provision expressly
stated to survive or implicitly surviving
termination, shall not be affected.
FORCE MAJEURE
Neither party shall in any circumstances have any
liability to the other party under the Contract if it is
prevented from, or delayed in, performing its
obligations under the Contract or from carrying on its
business by acts, events, omissions or accidents
beyond its reasonable control, including, without
limitation, strikes, lock-outs or other industrial
disputes (other than those involving the workforce of
the Supplier), failure of a utility service or transport
network, act of God, war, riot, civil commotion,
malicious damage, compliance with any law or
governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or subcontractors.
17.
WAIVER
17.1.
A waiver of any right under the Contract
is only effective if it is in writing and it applies
only to the party to whom the waiver is
addressed and the circumstances for which it is
given.
17.2.
Unless specifically provided otherwise,
rights arising under the Contract are cumulative
and do not exclude rights provided by law.
18.
SEVERANCE
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18.1.
If any provision of the Contract is found
by any court or administrative body of
competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions
shall remain in force.
18.2.
If any invalid, unenforceable or illegal
provision would be valid, enforceable or legal if
some part of it were deleted, the provision shall
apply with whatever modification is necessary
to give effect to the commercial intention of the
parties.
19.
VARIATION
19.1.
Except as specified in condition 19.4 the
Supplier reserves the right to unilaterally vary
these Terms at any time by posting any
variations on its website. The right to vary this
Contract shall not be exercised capriciously,
arbitrarily or for an improper purpose.
19.2.
The Customer should check the relevant
website page by clicking on the link
http://www.accesspay.com/terms/terms.pdf
from time to time to ensure that it is aware of
any variations made by the Supplier.
19.3.
The Customer hereby agrees that all
such variations shall be binding on it.
19.4.
No variation to data security services
shall be effective unless it is in writing and
signed by the parties (or their authorised
representatives).
20.
ENTIRE AGREEMENT
20.1.
This Agreement constitutes the whole
agreement between the parties and supersedes
all previous agreements between the parties
relating to the subject matter. Each of the
parties acknowledges and agrees that in
entering into the Contract and the documents
referred to in it or annexed to it, it does not rely
on any statement, representation (whether
innocent or negligent), assurance or warranty
(Representation) (whether in writing or not) of
any person (whether party to this agreement or
not) other than as expressly set out in the
Contract or those documents.
20.2.
Each party agrees that the only rights
and remedies available to it arising out of or in
connection with a representation shall be for
breach of contract as expressly provided in the
Contract.
20.3.
Nothing in this clause shall limit or
exclude any liability for fraud.
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21.
ASSIGNMENT
Neither the Customer nor the Supplier shall , without
the prior written consent of the other , assign,
transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations
under the Contract.
22.
NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to or shall
operate to create a partnership between the parties,
or to authorise either party to act as agent for the
other, and neither party shall have authority to act in
the name or on behalf of or otherwise to bind the
other in any way (including without limitation the
making of any representation or warranty, the
assumption of any obligation or liability and the
exercise of any right or power).
23.
THIRD PARTY RIGHTS
The Contract is made for the benefit of the parties to
it and (where applicable) their successors and
permitted assigns, and is not intended to benefit, or
be enforceable by, anyone else.
24.
NOTICES
24.1.
Any notice under the Contract shall be
in writing and shall be delivered by hand or sent
by pre-paid first- class post or recorded delivery
post to the other party at its address as set out
in the Contract, or such other address as may
have been notified by that party for such
purposes, or sent by fax to the other party’s fax
number as set out in the Contract.
24.2.
A notice delivered by hand shall be
deemed to have been received when delivered
(or if delivery is not during business hours, at
9.00 am on the first business day following
delivery). A correctly addressed notice sent by
pre-paid first-class post or recorded delivery
post shall be deemed to have been received at
the time at which it would have been delivered
in the normal course of post. A notice sent by
fax shall be deemed to have been received at
the time of transmission (as shown by the timed
printout obtained by the sender).
25. GOVERNING LAW AND
JURISDICTION
25.1.
The Contract and any disputes or claims
arising out of or in connection with it or its
subject matter or formation (including without
limitation non-contractual disputes or claims)
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are governed by and construed in accordance
with the law of England.
25.2.
The parties irrevocably agree that the
courts of England have exclusive jurisdiction to
settle any dispute or claim that arises out of or
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in connection with the Contract or its subject
matter or formation (including without limitation
non-contractual disputes or claims).
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The Customer agrees that it has read and understood these
Terms and agrees to be bound by them.
Signed by a duly authorised representative of the Customer with all necessary authority to bind the Customer and the
authorised representative warrants to the Supplier that he has all necessary authority to bind the Customer:
For and on behalf of
For and on behalf of
ACCESS SYSTEMS (UK) LTD
Signature
Signature
Printed Name
Printed Name
Position
Position
Date
Date
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ANNEX A - THIRD PARTY TERMS
Where the Services include Force.com, the Customer shall comply with the following Third
Party Terms.
For the avoidance of doubt, in this Annex A, (i) references to “Reseller” are references to the
Supplier, (ii) references to “You” or “Your” are references to the Customer, (iii) references to
“Platform” are to Salesforce’s Third Party Services and (iv) references to “Reseller
Application” are references to the Software.
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ANNEX B - THIRD PARTY TERMS
Where the Third Party Services include SWIFT, the Customer shall comply with the
following Third Party Terms.
For the avoidance of doubt, in this Annex B, (i) references to “End User” or “SWIFT user”
are references to the Customer, (ii) references to “SWIFT messaging service” are to
SWIFT’s Third Party Services.
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Appendix A
The AccessPay Connectivity+ Service
Connectivity+ consists of two modules Corporate Payment Hub and FinSight, each of which is defined in this Appendix.
Corporate Payment Hub
This service allows the Client to process payments straight through from their back office finance systems, without
needing to use corporate banking portals or BACS or SWIFT bureaux. The module provides the following capabilities:
1) The creation and deletion of users, provided that the number of users does not exceed the number purchased.
2) For secure upload of payment files, AccessPay will setup an sFTP folder structure with a service user account.
a. The standard AccessPay folder structure and permission set will be used (see specification AP-PS-12
AccessPay Client sFTP Connectivity Information).
b. A single user account will be provided.
c. In addition to username & password the link will be secured using a SSH-2 RSA, 2048bit key pair.
3) The validation of uploaded payment files to ensure:
a. The format of the file is structurally correct (as per point 4 below).
b. The business data within the file is sufficient for the payment channel & priority being used.
c. That bank account details are correct for each payment (BIC, IBAN & Modulus check).
d. The payment file relates to a valid originating bank account.
4) Support for the input of payment data using the following file formats:
a. Simple ASCII CSV based format, one record per row (see specification AP-PS-97 AccessPay SWIFT
Connectivity+ File Formats).
b. The Payment File Formats stated in the Sales Order.
5) System email alerts to a single nominated Customer Support email address, triggered by system exceptions e.g.
file structure error.
6) Transaction validation errors: The entire file will be rejected if any transactions fail validation, alternatively the
system can be configured to reject faulty transactions and process only the good transactions in the file. The
system does not permit editing of transactions after they have been uploaded.
7) Set up of a payment approval process, requiring 1 to the number of users purchased to approve the payment file
before it is forwarded for processing via SWIFT. Value based workflows are not included.
8) Payment routing based on payment type and priority:
a. Payment types can be: SWIFT, BACS, Faster Payments, CHAPS, SEPA.
b. Payment priority can be: Domestic Priority & Non-priority, International Priority & Non-priority, SEPA.
c. Supported payment types & priority are dependent upon the Client’s banks.
9) The transmission of payment initiation requests to the BIC and Bank Accounts specified in the Sales Order using
the following message formats over SWIFT:
a. Format may be FIN MT101 or ISO20022 XML pain.001.001.03 sent via FileAct.
10) The number of Banking Connectivity Transformations specified in the Sales Order
11) Handling of SWIFT ACK/NACK messages to ensure successful submission of messages onto the SWIFT
network.
12) Matching of Payment Status Report (PSR) pain.002 messages where offered by the clients banking partners.
Depending upon bank service offering confirmation may be received at payment file and/or transaction level.
13) The system will report the status of payment files through the following stages: Send to SWIFT, SWIFT ACK OK,
SWIFT NACK NOK, Reconciled OK (no transactions rejected), Partial Reconciliation (some transactions
Rejected), and Reconcile Failed (all transactions rejected).
14) Email notifications to a single nominated user when payment files reach each of the stages in point 13, together
with the stages of file uploaded, file pending approval and file approved.
15) Storage of data to a maximum of 1 GB.
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16) The provision of 1 hour of Professional Consultancy Services to assist in the set up of all the above
FinSight
This service allows the Client to manage their cash reporting requirements across their different banking relationships.
This module provides the following capabilities:
1) The creation and deletion of users, provided that the number of users does not exceed the number purchased.
2) View account balance information for the BIC and Bank Accounts defined in the Sales Order from a single central
interface
3) The creation of AccessPay’s standard folder structure for receipt of files containing statement information
4) The processing of files that arrive in the above folder structure that adhere to the current published SWIFT MT940
standard using the FIN messaging framework, for the BIC and Bank Accounts defined in the Sales Order
a. Subject to a valid signed mandate being in place between the BIC and the Customer in order to permit
reporting (if the file is sent via SWIFT)
b. The content of each MT940 file is dependent upon the capability and service level of the Customers bank
5) Receipt of files that adhere to the current published SWIFT MT942 standard, via the FIN messaging framework,
for the BIC and Bank Accounts defined in the Sales Order
a. Subject to a valid signed mandate being in place between the BIC and the Customer in order to permit
reporting (if the file is sent via SWIFT)
b. The timing and content of each MT942 file is dependent upon the capability and service level of the
Customers bank
6) A graphical reporting & dashboard engine, which allows users to create reports containing historical account data
for the BIC and Bank Accounts defined in the Sales Order.
7) Delivery of MT940 & MT942 files as received from the BIC and Bank Accounts defined in the Sales Order “as-is”
into AccessPay’s standard sFTP folder structure hosted by AccessPay ready for collection by the clients ERP
and/or TMS systems.
8) Storage of data to a maximum of 1 GB.
9) The provision of 1 hour of Professional Consultancy Services to assist in the set up of all the above
Both Corporate Payment Hub and Finsight make use of the following Third Party Services:
1. The Force.com platform
2. SWIFT
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The AccessPay Core+ service
Core+ BACS is a service that allows a business to streamline the process of making payments from a bank account for
which they have a Service User Number (‘SUN’) using BACS and/or FPS. The Standard Core+ service provides the
following:
1. The ability to create user accounts up to a maximum of the number of user accounts specified in the Sales Order
2. The ability to delete user accounts
3. The ability to create the number of SUNs specified in the Sales Order (these cannot be changed)
4. The ability to link 1 Bank Account to 1 SUN (this cannot be changed)
5. The ability to define whether payments sent from each SUN should be sent via BACS or via FPS (this cannot be
changed)
a. It is the Customer’s responsibility to ensure that each SUN can support the payment method selected for
it
6. The ability to upload files in up to 2 Payment File Formats or the Standard File Format containing a list of
payments to be made using one of the defined SUNs, via the customer_sub_domain.accesspay.com website
a. Each file must contain 10,000 transactions or less
b. No more than 1 file can be uploaded every 60 minutes
7. The provision of 2 hours of Professional Consultancy Services to test that the Payment File Formats referenced
in the Sales Order and the Standard File Format are correctly processed by the service and by the Customers
Bank, which shall include the time taken for one full system purge after testing prior to the service being set to live
mode
8. The validation of the uploaded payment files to check
a. The information needed by BACS and/or FPS is present
b. Sort codes and account numbers are in the correct format using a modulus check
9. Email notification to 1 nominated user when a file is uploaded, and on the result of the validation checks above
10. The ability to review files that have been uploaded but not yet submitted to BACS or FPS at a summary level
(number and value of direct debits and direct credits) and by looking at each transaction within the uploaded file
11. The ability to delete a file that has been uploaded but not yet submitted to BACS or FPS
12. The ability to set the BACS submission date up to 30 days forward from the date on which the file was uploaded
a. This is Step 2 in the standard 3 day BACS submission cycle (Step 1 – upload, Step 2 – processing, Step
3 – payment made the next banking day after submission)
13. The ability to submit a file to FPS
a. On the same day on which the file was uploaded only
14. The ability to digitally sign and submit an uploaded file to BACS and/or FPS using the Customers Bank supplied
smart card and card reader
a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP or FPS through the Customers corporate firewall
15. The ability to download the following BACS reports onto the above PC for viewing, by using the Customers Bank
supplied smart card and card reader to digitally sign a report request
a. AUDDIS file acceptance/rejection report
b. AUDDIS bank returned
c.
AWACS reports
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d. DDIC advice report
e. Withdrawal reports
f.
ARUDD report / UDD user copy
g. ADDACS advice report
h. ARUCS report / UAC user copy
i.
Input report
j.
Arrival report
k.
This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
16. The ability to download the following FPS reports onto the above PC for viewing, by using the Customers Bank
supplied smart card and card reader to digitally sign a report request
a. Direct Corporate Access report
b. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to FPS through the Customers corporate firewall
17. The ability to view the contents of any file submitted to BACS or FPS for processing through the service, and any
BACS or FPS submission report received in response
18. The provision of 1 hour of Professional Consultancy Services to assist in the set up of all the above
The Core+ sFTP service
1) For secure upload of payment files, AccessPay will setup an sFTP folder structure with a service user account.
a. The standard AccessPay folder structure and permission set will be used (see external document AP-PS12 AccessPay Client sFTP Connectivity Information).
b. A single user account will be provided.
c. In addition to username & password the link will be secured using a SSH-2 RSA, 2048bit key pair which
must be generated by the Customer
2) The Customer must provide the key pair referenced above within 7 days of the Commencement Date, otherwise
the system will be configured to operate without the SSH-2 encryption (so it is FTP rather than sFTP)
3) The service will check the sFTP folder structure every hour to check for new payment files, and if any are found
these will be treated in the same way as files uploaded via the web interface
4) For files uploaded via sFTP the Customer will not be able to manually adjust the BACS payment processing date
– this will need to be detailed in the payment file itself
5) The provision of 1 hour of Professional Consultancy Services to troubleshoot the set up of this feature
The Core+ HSM Service
1. The ability to upload the number of digital certificates specified on the Sales Order from the Customers Bank
supplied smart card(s) to the AccessPay service
a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP or FPS through the Customers corporate firewall
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2. The storage of these digital certificates in a Hardware Secure Module device (‘HSM’) which provides a hardware
and IP address dependent Certificate Signing Request per digital certificate for the Client to send to its Bank
3. The ability to digitally sign and submit an uploaded file to BACS using the digital certificates stored in the HSM
4. The ability to download the BACS reports detailed in the standard Core+ service into the service for viewing, by
using the digital certificates stored in the HSM to digitally sign a report request
5. The provision of 1 hour of Professional Consultancy Services to assist in the set up of this feature
The Core+ Approval Service
1. The ability to require that all files are approved before they can be submitted to BACS or FPS
2. This approval process works as follows
a. When a file is uploaded an email will be sent to all users of the system requiring them to log in and
approve the file
b. Any one of these users can approve the uploaded filed
c. Once approved by any of these users the file can then be submitted to BACS or FPS
3. The provision of 1 hour of Professional Consultancy Services to assist in the set up of this feature
The AccessPay Bureau Service
The AccessPay Bureau service allows a BACS bureau to streamline the process of making payments on behalf of their
clients. These clients will all have a Service User Number (‘SUN’) to allow them to use BACS. The Standard Bureau
service provides the following:
1. The ability to create user accounts up to a maximum of the number of user accounts specified in the Sales Order
2. The ability to delete user accounts
3. The ability to link 1 Bureau User Number (‘BUN’) to the service (this BUN cannot be changed)
4. The ability to create and delete bureau customers, each of which will have a unique SUN and bank details (sort
code and account number), to a limit of 25 such bureau customers
5. The ability to select a bureau customer and then upload files in the Standard File Format containing a list of
payments to be made on behalf of that customer , via the customer_sub_domain.accesspay.com website
a. Each file must contain 1,000 transactions or less
b. No more than 1 file can be uploaded every 60 minutes
6. The provision of 2 hours of Professional Consultancy Services to test that the Standard File Format is correctly
processed by the service, which shall include the time taken for one full system purge after testing and before the
service is set to live mode
7. The validation of the uploaded payment files to check
a. The information needed by BACS is present
b. Sort codes and account numbers are in the correct format using a modulus check
8. Email notification to 1 nominated user when a file is uploaded, and on the result of the validation checks above
9. The ability to review files that have been uploaded but not yet submitted to BACS at a summary level (number
and value of direct debits and direct credits) and by looking at each transaction within the uploaded file
10. The ability to delete a file that has been uploaded but not yet submitted to BACS
11. The ability to set the BACS submission date up to 30 days forward from the date on which the file was uploaded
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a. This is Step 2 in the standard 3 day BACS submission cycle (Step 1 – upload, Step 2 – processing, Step
3 – payment made the next banking day after submission)
12. The ability to digitally sign and submit an uploaded file to BACS using the Customers Bank supplied smart card
and card reader
a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
13. The ability to download the following BACS reports into the service for viewing, by using the Customers Bank
supplied smart card and card reader to digitally sign a report request
a. AUDDIS bank returned
b. AWACS reports
c.
DDIC advice report
d. Withdrawal reports
e. ARUDD report / UDD user copy
f.
ADDACS advice report
g. ARUCS report / UAC user copy
h. Input report
i.
Arrival report
a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
14. The ability to view the contents of any file submitted to BACS for processing through the service, and any BACS
submission report received in response
15. The provision of 1 hour of Professional Consultancy Services to assist in the set up of all the above
The following items are not part of the standard Bureau service, but may be purchased for an additional fee by the
Customer and if so this will be detailed in the Sales Order.
The Bureau sFTP service
1) For secure upload of payment files, AccessPay will setup an sFTP folder structure with a service user account.
a. The standard AccessPay Bureau folder structure and permission set will be used (see external document
AP-PS-12 AccessPay Client sFTP Connectivity Information).
b. A single user account will be provided.
c. In addition to username & password the link will be secured using a SSH-2 RSA, 2048bit key pair.
2) The Customer must provide the key pair referenced above within 7 days of the Commencement Date, otherwise
the system will be configured to operate without the SSH-2 encryption (so it is FTP rather than sFTP)
3) The service will check the sFTP folder structure every hour to check for new payment files, and if any are found
these will be treated in the same way as files uploaded via the web interface
4) For files uploaded via sFTP the Customer will not be able to manually adjust the BACS payment processing date
– this will need to be detailed in the payment file itself
5) For files uploaded via sFTP the Customer must use the Standard File Format which applies to Bureaus and
which clearly shows the SUN numbers that payments relate to
6) The provision of 1 hour of Professional Consultancy Services to assist in the set up of this feature
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The Bureau HSM Service
1. The ability to upload the number of digital certificates specified on the Sales Order from the Customers Bank
supplied smart card(s) to the AccessPay service
a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
2. The storage of these digital certificates in a Hardware Secure Module device (‘HSM’) which provides a hardware
and IP address dependent Certificate Signing Request per digital certificate for the Client to send to its Bank
3. The ability to digitally sign and submit an uploaded file to BACS using the digital certificates stored in the HSM
4. The ability to download the BACS reports detailed in the standard Core+ service into the service for viewing, by
using the digital certificates stored in the HSM to digitally sign a report request
5. The provision of 1 hour of Professional Consultancy Services to assist in the set up of this feature
The AccessPay DDMS service
DDMS is a service that allows business with high numbers of Direct Debit collection mandates to automate the process of
setting up and managing these mandates. The DDMS service provides the following:
1. The ability to create user accounts up to a maximum of the number of user accounts specified in the Sales Order
2. The ability to delete user accounts
3. The ability to link 1 SUN to the service (this SUN cannot be changed)
4. The ability to create and make inactive a customer account containing a name, address, email and bank details
(sort code and account number)
5. The ability to create a Direct Debit Instruction mandate (‘DDI’) which has a unique reference number and is linked
to a specific customer account
6. The ability to set the following parameters within a DDI
a. Amount to be collected – variable or fixed
b. Number of collections, or a specific end date or set as an unending mandate
c.
Collection frequency – weekly, monthly or 4 weekly
7. The ability to send new DDIs to BACS and to see which DDIs have been processed (and can now be collected
against) and which have not and need re-submitting
8. The ability to mark a DDI as inactive
9. The ability to amend an existing DDI, which will set the existing DDI as inactive and create a new DDI for
submission to BACS with the amended information
10. The ability to view all DDIs that have fallen due for collection on the current date, and to choose which of them
are submitted to BACS for collection
11. The automatic sending of a PDF letter (using the AccessPay standard letter formats) on the following events
a. Creation of a new DDI
b. Amending of a DDI
c.
Failure of a DDI collection
12. The ability to digitally sign and submit an uploaded file to BACS using the Customers Bank supplied smart card
and card reader
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a. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
13. The ability to download the following BACS reports into the service for viewing, by using the Customers Bank
supplied smart card and card reader to digitally sign a report request
a. The ability to see which DDIs submitted for collection have been successfully processed and which have
not, together with the reason supplied by BACS
b. This uses a program which must be installed on a non-thin client PC within the Customers IT network
with which the Bank supplied card reader is compatible, which is running Windows 7 or later and which
has been given access to connect to BACSTel-IP through the Customers corporate firewall
14. The ability to view the contents of any file submitted to BACS for processing through the service, and any BACS
collection report received in response
15. The provision of 1 hour of Professional Consultancy Services to assist in the set up of all the above
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Get in touch
AccessPay
City Tower
Piccadilly Plaza
Manchester
M1 4BT
United Kingdom
www.accesspay.com
[email protected]
0203 282 7152
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