Terms & Conditions

For ease of expression, this document is referred to as the “Terms & Conditions”, and should be read in conjunction with the “Order” you have executed, setting out the specific terms of your services.

The European Payments Association S.à r.l., a société à responsibilité limitée, incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9 rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B310302 is referred to as “The Payments Association EU”, “we” or “us”.

The recipient of the services and deliverables provided by The Payments Association EU is referred to as the “Member”, “Client” or “you” and the services and deliverables detailed in the Order are referred to as the “Services” or “Member Benefits”.

1. Membership Overview

1.1 The Payments Association EU and the Member acknowledge that the success of the Membership is the joint responsibility of both parties.

The Payments Association EU and the Member recognise they must both use reasonable endeavours to fulfil the expected commitments outlined in this Agreement.

The Payments Association EU shall act with reasonable skill and care to deliver the Member Benefits, and the Member shall provide such information and cooperation as is reasonably necessary for The Payments Association EU to do so.

1.2 The Payments Association EU is committed to providing quality services for its Members. Current Member Benefits are set out below. The Payments Association EU reserves the right, at its sole discretion, to amend, replace or supplement any Member Benefit at any time, provided that any such change is intended to maintain an equivalent or improved overall level of service to clients. The Payments Association EU shall:

1.2.1 make available programmes of education and training to support the development of Members by providing access to training and development for its Members and the payment community;

1.2.2 undertake, promote and make available research and developments in the payments industry, providing its Members with access to research documents and publications relating to the payment industry and related financial services;

1.2.3 provide access to internal and external discounted Membership Benefits, and concessions subject to the relevant terms and conditions;

1.2.4 establish, develop and maintain links with other bodies and organisations (governmental and industry) at local, national and international level; including the provision of networking and online communities and discussion forums; and

1.2.5 support the payments-related interests of its Members;

organize both exclusive member-only events and events for the wider payments community;

manage projects and conducting activities that achieve the objectives of The Payments Association EU and support the interests of its Members;

offer introductions, on request, between Members. The Payments Association EU also proposes to set up contacts with foreign organisations with a similar purpose.

contribute to various decision-making or consultation bodies both at national and European level;

provide access to accreditation services consisting in particular in allowing its Members to refer to their status with The Payments Association EU, for example to attend closed events, or to use a mark, label or logo belonging to The Payments Association EU

1.4 The Payments Association EU Events:

1.4.1 All events that require payment outside of your Membership allowance must be paid in full prior to attending.

1.4.2 If no agreement is in place and the full amount is not paid prior to the event, then you could be refused entry.

1.4.3 Any event cancellations made less than 7 working days prior to an event will not be refunded.

1.4.4 The Payments Association EU reserves the right to cancel any event without notice and without reason, therefore any monies paid will be refunded in full.

1.4.5 The Payments Association EU shall comply with its data protection obligations to individual members and individuals named as a Member’s contact points by member organisations as set out in its The Payments Association EU (and Nineteen Group) Privacy Policy and clause 11 below.

2. Payment & Taxes

2.1 The Services will be based on the Order detailing the level of membership and additional options selected. The Member Benefits will be provided by The Payments Association EU and will come into effect when the Order has been executed by the Member and returned to The Payments Association EU and will continue as set out in clause 3 below.

2.2 If your Order is for the three-year ScaleUp services, then your initial services period will be three years. Your ScaleUp fees are as set out in the Order and will be payable annually during the three year ScaleUp period. Thereafter the full services rate will be payable, unless you have opted out of migrating to full services rate by giving notice to the relationship manager by email not less than one month before the end of the three year ScaleUp period.

2.3 The Member agrees to pay an invoice raised by The Payments Association EU for the amount agreed in the Order within 30 days of the date of issue of the invoice, which will be sent by email to the Member contact on the same date. If the invoice is not paid in full within 30 days of the date of issue, The Payments Association EU may suspend the Member’s access to Member Benefits until the invoice has been paid in full, and, without prejudice to any other right or remedy, shall be entitled to charge interest on any overdue amount at the statutory rate applicable to commercial transactions under the Luxembourg law of 18 April 2004 on payment terms and late payment interest, together with the lump-sum compensation for recovery costs provided for by that law. The Payments Association EU will not issue a refund or extend the Member’s access to Member Benefits to cover any time that has been lost due to late payment of the invoice.

2.4 The Member shall pay for all taxes incurred in connection with the Membership including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of access to the agreed Member Benefits by The Payments Association EU to the Member in relation to the Member Benefits and on any goods or services used or consumed by either party in connection with the Member Benefits.

2.5 Where applicable, the fees payable by the Member under the Order are exclusive of Luxembourg value added tax ("VAT"). VAT shall be charged at the rate in force from time to time under Luxembourg law (currently 17%) and shall be payable by the Member in addition to those fees, subject to any applicable VAT exemption, reverse-charge mechanism or reduced rate depending on the Member's place of establishment and status.

2.6 In the event that any payments received by The Payments Association EU in connection with the Member Benefits are subjected to or reduced by any taxes required to be withheld by the Member, the payments shall be grossed up so as to result in The Payments Association EU’s receipt of an amount equal to that which would have been received by The Payments Association EU but for the said taxes.

2.7 The Member agrees to indemnify and hold The Payments Association EU harmless from any deficiency (including penalties and interest) relating to taxes which are the responsibility of the Member under this Agreement and reimburse The Payments Association EU for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency (note this is only applicable where withholding tax is imposed under the Member’s local tax law on payments made to the Company).

3. Term

3.1 The Member’s access to the Member Benefits commence on the date set out in the Order and shall continue thereafter unless terminated under clause 4 below.

3.2 The Member will be entitled to access to all Member Benefits during the term of the Order.

3.3 The initial Member Benefits and fees are as set out in the Order. Fees will be payable annually after the end of the initial services period.

3.4 The Payments Association EU will send a notification to the Client’s main contact as submitted in the Order with any annual fee increases clearly indicated, approximately 2 months before the end of each 12 month services period. An invoice for such services will be issued 28 days thereafter. The Member is responsible for updating The Payments Association EU should the contact or their contact details change.

4. Termination

4.1 A Member may terminate the Services by providing 28 days’ notice by email to their relationship manager at The Payments Association EU, subject to clauses 4.2 and 4.3 below.

4.2 The Services shall cease with respect to a Member:

4.2.1 on the expiry of 28 days’ notice to The Payments Association EU, the Member’s termination of the Services or sooner at the Member’s request if to continuing to receive the Member Benefits would breach applicable laws, professional obligations, requirements or standards (including those related to independence or conflicts matters) and hence require such earlier termination;

4.2.2 if any fee or other sum payable by the Member to The Payments Association EU is not paid by the due date and remains unpaid 28 days after notice has been served on the Member by The Payments Association EU informing the Member that the Services may be terminated if it is not paid; and

4.2.3 if the Member is in material breach of this Agreement and, where such breach is capable of remedy, fails to remedy it within 14 days of receiving written notice from The Payments Association EU specifying the breach and requiring it to be remedied;

4.2.4 If The Payments Association EU decides that the Member’s membership should be terminated. Such a notice of termination shall not be given unless the Member has been given not less than 14 days’ notice of the fact that termination is being proposed, specifying the misconduct or circumstances alleged to justify termination, and has been afforded a reasonable opportunity of being heard by or of making written representations to The Payments Association EU;

4.2.5 pursuant to clause 7.4 below;

4.2.6 the Member is declared or acknowledges that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from its creditors;

4.3 Any Member with respect to which the Services cease in accordance with this clause 4 shall not receive any rebate of fees for the services year during which such termination takes place.

5. Confidentiality

5.1 This Agreement is the confidential between The Payments Association EU and each Member. The Member agrees that no part of it shall be disclosed to any third party without the prior written consent of The Payments Association EU or used for purposes other than the provision of the Services.

5.2 The Member and The Payments Association EU each agree to keep confidential and not to disclose to any third party any information (excluding information which is or becomes public knowledge other than as a result of the default of the recipient) relating to the business or trade secrets of the other (“Confidential Information”), or to make use of any such Confidential Information for any purpose other than in connection with the Services or as required by law.

6. Remedies and Liabilities

6.1 The Payments Association EU aims to provide all Members with a high level of service and to deliver the Member Benefits in accordance with this Agreement. If the Member Benefits provided do not meet the standard required under this Agreement, the Member should, in the first instance, contact its relationship manager at The Payments Association EU to describe the issue and give The Payments Association EU a reasonable opportunity to investigate and address it.

6.2 The Member agrees to give The Payments Association EU a reasonable opportunity to remedy any failure or shortcoming in the provision by The Payments Association EU of the Member Benefits. The Payments Association EU undertakes, at its expense, to use all reasonable efforts to implement such remedy as soon as reasonably practicable after any such failure or shortcoming is identified and reported to it by the Member in writing.

6.3 In respect of any liability which is not within the scope of paragraph 6.4, a party’s total liability under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) shall not exceed in aggregate the fees received by The Payments Association EU in the last 12 months.

6.4 Neither party will be liable (whether in contract, tort (including negligence) or otherwise) for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, whether caused directly or indirectly, or for any indirect, incidental, punitive or consequential loss, damage, cost or expense whatsoever.

6.5 Neither party will be liable for any loss, damage, cost or expense whatsoever and howsoever caused arising from any fraudulent or unauthorised act or statement, misrepresentation or default by the other party, its directors, employees, agents and other contractors.

6.6 The express obligations and warranties made by The Payments Association EU in this Agreement are in place of and to the exclusion (to the fullest extent permitted by law) of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, including (without limitation) as to the condition, performance, fitness for purpose or satisfactory quality of the Member Benefits or any part thereof.

6.7 This paragraph 6 survives the termination of the Agreement for any reason.

7. Intellectual Property Rights

7.1 The Payments Association EU is the owner of all intellectual property rights in all material, inter alia, advice documents, templates published on its website or delivered to Members in any format. Those works are protected by copyright laws.  All such rights are reserved.

7.2 As a Member of The Payments Association EU, you may use, copy and print any pages from our website or other materials delivered to you from The Payments Association EU for any reasonable purpose.

7.3 You must not use any part of such materials for commercial purposes without obtaining a written licence to do so from us.

7.4 If you breach this clause 7, your Membership will cease immediately and you must, at our option, return or destroy any copies of such materials you have made.

8. Force Majeure

8.1 Neither The Payments Association EU nor the Member will be liable for any delay in performing or failure to perform their obligations if such failure or delay is as a result of causes outside the reasonable control of the responsible party.

8.2 If a party is unable to perform its obligations under this Agreement for a continuous period exceeding 60 days as a result of an event referred to in clause 8.1, either party may terminate this Agreement with immediate effect by written notice to the other, and clause 4.3 shall not apply to such termination

9. Third Party Right

Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement.

10. Entire Agreement, Variations and Assignments

10.1 This Agreement constitutes the entire agreement between the Member and The Payments Association EU relating to the Membership Services and supersedes all previous communications, representations and arrangements, written or oral, except in respect of any fraudulent misrepresentation made by either party. The Member acknowledges that no reliance is placed on any representation made but not embodied in this Agreement.

10.2 No variation by the Member will be effective unless in writing and signed by authorised representatives of both parties. The Payments Association EU shall be entitled to vary the terms of this Agreement on one week’s notice to the Member, without prejudice to the notice periods set out in clause 4. Where any such variation materially and adversely affects the Member, the Member may, within 14 days of receiving notice of the variation, terminate this Agreement with immediate effect by written notice to The Payments Association EU, notwithstanding the notice period otherwise required under clause 4.1. The revised terms and conditions forming the Agreement will be set out on our website and will take effect from the date stated on them. For the purposes of clause 10.2, an increase in the membership fees notified in accordance with clause 3.4 shall not, of itself, be treated as materially and adversely affecting the Client, and no right to terminate with immediate effect under clause 10.2 shall arise solely as a result of such an increase.

10.3 In the event of any conflict between the terms of this Agreement and any other document, the terms of this Agreement shall prevail.

10.4 No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

10.5 The Payments Association EU may assign, transfer or novate this Agreement and the rights and obligations under it to any other party at any time and shall inform the Member thereof in writing within a reasonable time thereafter.

10.6 Any notice or other communications required or contemplated by this Agreement shall be sent by email to the relationship manager / Member contact on the Order.

11. Data Protection

11.1 In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (the "GDPR") and any applicable Luxembourg data protection legislation, the Member acknowledges that The Payments Association EU, acting as data controller, will collect, store and process, by electronic or other means, personal data relating to the Member's contact persons, employees or representatives (such as contact details, identification data and professional information) for the purposes of (i) performing this Agreement and the Order and providing the Services, (ii) managing and administering the relationship with the Member, including invoicing and credit control, (iii) complying with The Payments Association EU's legal and regulatory obligations, and (iv) providing the Member with information about The Payments Association EU's services, newsletters, communications, updates and invitations to events, subject to the Member's right to object to such communications at any time.

11.2 Personal data may be shared with (i) service providers of The Payments Association EU to the extent necessary for the performance of the Services, subject to appropriate contractual safeguards, (ii) any public authorities or courts as may be required by law, and (iii) any other recipient with the Member's consent. Where any recipient is located outside the European Economic Area, The Payments Association EU will ensure that appropriate safeguards are implemented in accordance with the GDPR.

11.3 Personal data will be retained for the duration of this Agreement and for such further period as is necessary to comply with applicable legal, regulatory or audit requirements. Further details on how The Payments Association EU collects, uses, discloses, retains and protects personal data, and on the rights of data subjects (including the rights of access, rectification, erasure and objection), are set out in the Company's Data Protection Policy, available at https://www.nineteengroup.com/privacy-policy/, as updated from time to time. The Data Protection Policy does not form part of this Agreement and is provided for information purposes.

11.4 The Payments Association EU has implemented appropriate technical and organisational security measures to protect personal data against loss, misuse and unauthorised access. The Member shall ensure that its contact persons, employees or representatives whose personal data is provided to The Payments Association EU under this Agreement have been duly informed of, and where required consented to, such processing.

12. Applicable Law

This Agreement will be governed by and construed in accordance with Luxembourg law and will be subject to the exclusive jurisdiction of the courts of Luxembourg-City.