UK (Payment Facilitator and/or ISO) Terms of Service

Last updated: 24 March 2026

The following terms and conditions (“Terms“) constitute a legal agreement between you (“you” or “the Merchant”) and the Sunday business entity identified in the applicable Purchase Order (“Sunday”, “we,” or “us“) and govern your access to and use of the Sunday Services (as defined below). In the event of any conflict or inconsistency, the following order of precedence shall apply: (1) the Purchase Order, (2) these Terms, (3) any other documentation or communication, unless expressly stated otherwise in writing by Sunday.

By signing the Purchase Order and/or accessing and/or using the Sunday Services, you agree to be bound by these Terms, including all terms incorporated by reference or expressly referenced herein.

Sunday provides a technology platform designed for hospitality businesses, enabling digital ordering, payment acceptance and related tools (such as menu management, customer engagement and performance analytics). Any service(s) made available by Sunday to the Merchant under the Purchase Order and/or through the back-office platform are referred to in these Terms as the “Sunday Services”. Any updates, modifications or additional features made available as part of the Sunday Services are subject to these Terms, unless Sunday specifies separate terms for a particular service.

Section 1 – Definitions*

“Affiliates”: with respect to either party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party.
“Agreement”: the legal agreement between the parties, comprising these Terms, the applicable Purchase Order the data processing addendum accessible at https://sundayapp.com/en-gb/dpa/ and any special conditions provided by Sunday
“Authorisation”: the process by which a User requests approval to use a payment method for a specific transaction. An authorised transaction indicates a likelihood of successful payment but does not guarantee settlement.
“Back-office platform”: the Sunday interface (consisting of a website and a supporting mobile application) in Software as a Service (“SaaS”) mode, which we make available to you, and which, associated with the Sunday Applications, allows you to access the Sunday Services.
“Capture”: the process of finalising an authorised transaction, resulting in the transfer of funds from the User’s payment method to the Merchant’s account for settlement.
“Card”: any form of credit card, debit card or prepaid card issued under a Card Scheme.
“Card Scheme”: Visa Inc., MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance, as supported by the Payment Service Provider and notified by us to you from time to time.
“Confidential Information”: proprietary and third party information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential. The following in particular shall be considered confidential: information relating to the Sunday Services, your services, know-how, commercial, industrial or organizational strategy, prospects and financial data. It does not include information that: (i) the recipient already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was lawfully given to the recipient by a third party.
“Effective Date”: the date set out in the applicable Purchase Order when the Agreement becomes effective. When no Purchase Order is needed, as per clause 3.3, the Effective Date shall be the date when the relevant Sunday Services are purchased by the Merchant.
“Establishment(s)” : any venue operated by the Merchant and open to the public in which food and/or beverage services are provided to Users and in which the Sunday Services are deployed.
“Fees”: all amounts owed by the Merchant to Sunday for the provision of the Sunday Services.
“Independent Sales Organisation” or “ISO”: a company registered with the relevant Payment Scheme, such as Visa and Mastercard, to promote the services of the payment service provider and/or refer prospective merchants to the relevant payment service provider. For the purposes of this Agreement, and the applicable Payment Scheme Rules, with respect to transactions through the PDQ Application, Sunday is the registered “ISO” and you are the “merchant”.
“Intellectual Property Rights”: any and all rights under patent law, copyright law, database rights laws, trade secret law, trademark law, moral rights, goodwill, and any and all other intellectual property rights that are in existence now and in the future.
“Merchant Account”: an account allowing you to control the use of the Sunday Services for one or more of your Establishments that includes the possibility of giving different access levels to different people involved in your Establishment(s), according to your needs and the rights you wish to give them.
“Merchant Data”: any files, graphics, images, text, data or other information submitted or made available by Merchant in the course of receiving the Sunday Services and/or collected by Sunday, including, without limitation, Merchant’s name, address, contact information, employee information, products, loyalty program information, logos, promotional information, advertisements, transaction details and other information or material submitted by Merchant to Sunday through the Sunday Services, excluding User Data. Merchant Data may include personal information, whether from Merchant’s employees or otherwise.
“Merchant Marks”: Merchant’s business name, logo, trademarks, service marks, images, domain names and all other content provided to Sunday for use with the Sunday Services.
“Order” : an order placed by a User in your Establishment(s). Sunday will inform you of each Order placed via QR Code Application. The payment of the Orders can be done, in whole or in part, via Sunday Applications, at the choice of the Users, by bank Card or restaurant check.
“Payment Facilitator”: a company registered with the relevant Payment Scheme, such as Visa and Mastercard, to facilitate payment transactions on behalf of sub-merchants. For the purposes of this Agreement, and the applicable Payment Scheme Rules, with respect to transactions processed through the QR Code Application, Sunday is the registered “Payment Facilitator”, and you are the “sub-merchant” or “sponsored merchant” in accordance with the terminology used by the relevant Payment Scheme (e.g. for Visa rules a “sponsored merchant”, for Mastercard rules a “sub-merchant”). Sunday does not provide regulated payment services and relies on the applicable commercial agent exclusion under PSD2.
“Payment Link”: a Sunday service that allows Merchants to send a payment link to their customers by electronic means of communication to be used to purchase catering and hospitality services.
“Payment Service Provider” : for transactions processed through the QR Code Application it means, a regulated payment service provider that processes the payment transactions between us, acting as the Payment Facilitator and your agent, and the Users. For transactions processed through PDQ Application, it means a regulated payment service provider that processes the payment transactions between you and the Users.
“Payment Scheme”: an entity regulating and/or offering the relevant payment method (including the Card Schemes and alternative payment method providers).
“Payment Scheme Rules”: Payment Scheme Rules means the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Payment Scheme, as amended and/or supplemented from time to time, and with which you must comply when accepting the relevant payment method. The Payment Scheme Rules specifically include Visa Inc. (referred to as ‘Visa Core Rules and Visa Product and Service Rules’ and currently available at https://www.visaeurope.com/about-us/policy-and-regulation/veor), MasterCard Worldwide (referred to as ‘MasterCard Rules’ and currently available at https://www.mastercard.com/ca/merchant/en/getstarted/BM_Manual.pdf), Union Pay International, Cartes Bancaires, JCB, American Express and Diners Club International/Discover Network rules. Those rules that are not publicly available, shall be communicated to you in accordance with the guidance and instruction of the relevant Payment Scheme when we receive them from the relevant Payment Service Provider.
“PCI DSS” or “Payment Card Industry Data Security Standards”: the security standards for transmitting, processing or storing cardholder data and sensitive authentication data, as updated from time to time and published by the Payment Card Industry Security Standards Council (“PCI SSC”) at https://www.pcisecuritystandards.org.
“PDQ Application”: Sunday payment application accessible on a ‘Process Data Quickly’ device (PDQ device).
“Platform Fee”: any fee charged directly by Sunday to Users for access to User Services, independently of the Fees owed by the Merchant, and which does not constitute consideration received on behalf of the Merchant.
“Platform Merchant Terms”: as explained on page 2 herein, the agreement among the Merchant, Sunday and the Payment Service Provider available here: https://www.checkout.com/legal/sunday-merchant-uk (which URL may change from time to time).
“Pre requirements”: technical prerequisites necessary for the installation of the Sunday Services.
“Purchase Order”: a signed document describing the commercial details of the services purchased by the Merchant
“QR Code Application”: Sunday payment solution accessible through scanning a Quick Response Code (QR Code).
“Refund” :the partial or full reversal of a previously settled transaction, returning funds to the User’s original payment method.
“Sunday Applications”: the QR Code Application and the PDQ Application. You are informed of each payment made via Sunday Applications.
“Transaction Fee”: a fee that Sunday may charge for each Authorisation, Capture, Void, and Refund. This fee may apply to any transaction activity conducted through the QR Code Application, regardless of whether the transaction is completed, voided, or refunded.
“User”: a customer in Merchant’s Establishments to whom the Merchant provides catering services via Sunday Services. We do not act as User’s commercial agent in any circumstances when providing Sunday Services.
“User Data”: data and information, which may include personal information, collected by Sunday via the Sunday Services and the User Services (as defined in the User Terms of Service available at https://sundayapp.com/user-terms-of-service/), such as when a User enters payment information, place an order, enrols in a loyalty program or requests a digital receipt, and may include without limitation: contact information (such as name, phone number, email address, etc.); information about the transaction; Card information; User purchase history; and location information.

* For the purposes of these Terms, words defined in the singular shall include the plural and vice versa. For clarity, additional definitions may appear in the body of these Terms where they relate to a specific section. Capitalised terms used but not defined in these Terms shall have the meaning given to them in the applicable Purchase Order. In the event of any inconsistency, the definitions set out in this Section 1 shall prevail.

Section 2 – Role of Sunday

2.1 Scope of the Sunday Services. The Sunday Services provided to the Merchant are those described in the applicable Purchase Order as of the Effective Date. The Sunday Services are provided exclusively in connection with the Merchant’s professional activity, as technology tools made available by Sunday. The Sunday Services are provided on a non-exclusive basis and may evolve over time, including for technical, regulatory, security or improvement purposes. Such evolutions do not, as such, grant access to new functionalities unless expressly provided for by Sunday.

2.2 Role of Sunday. Sunday provides a technology platform enabling the Merchant to access the Sunday Services. For the purposes of processing payment transactions: (i) for transactions processed via the QR Code Application, Sunday acts as a registered Payment Facilitator, as defined in Section 1; and (ii) for transactions processed via the PDQ Application, Sunday acts as a an Independent Sales Organisation (ISO) introducing the Merchant to the relevant Payment Service Provider.

Nothing in the Agreement shall be construed as Sunday providing regulated payment services, guaranteeing settlement or collection of funds, or acting as the Merchant’s payment service provider.

Section 3 – How to Subscribe

3.1. Subscription by Purchase Order. The Merchant subscribes to the Sunday Services by signing an applicable Purchase Order. The Purchase Order sets out the commercial terms of the Sunday Services subscribed to by the Merchant and forms part of the Agreement.

3.2 QR Code Application and Payment Service Provider terms. This clause 3.2 applies to all transactions via the QR Code Application. The merchant acknowledges that payment services are provided by the relevant Payment Service Provider. The provision of the Sunday Services in connection with the QR Code Application is subject to the Platform Merchant Terms of Checkout Ltd, and to the Payment Service Provider’s Declined Lines of Business Policy available at https://www.checkout.com/legal/terms-and-policies. Additionally, where required by the Payment Service Provider or under the Payment Scheme Rules, additional terms may apply in order for the Merchant to continue benefiting from the Sunday Services.

3.3 Services subscribed outside a Purchase Order. The Merchant acknowledges that certain Sunday Services, including but not limited to the Payment Link service, may be subscribed to directly via the Back-office platform without a Purchase Order. The applicable terms and conditions for such services are made available to the Merchant prior to subscription via the Back-office platform.

3.4 PDQ Application and payment hardware. Where transactions are processed via the PDQ Application, the Merchant must rent or purchase a PDQ device provided by the relevant Payment Service Provider or hardware supplier. The Merchant shall comply with the terms and conditions applicable to such hardware.

Section 4 – Obligations of the Merchant and Use of the Sunday Services

4.1 General obligations. The Merchant shall use the Sunday Services in accordance with the Agreement, all applicable laws and regulations, and any reasonable instructions communicated by Sunday in connection with the use of the Sunday Services.

The Merchant represents and warrants that it holds all rights, authorisations, licences and capacities necessary to use the Sunday Services in the course of its professional activity.

4.2 Merchant Account access and security of credentials. In order to access the Sunday Services, the Merchant must create a Merchant Account and provide accurate, complete and up-to-date information relating to its activity, including its Establishment(s), menus, prices and, where applicable, affiliated entities. Upon subscription, Sunday provides the Merchant with login credentials, including a temporary password, which the Merchant is responsible for personalising in accordance with applicable security requirements. Login credentials are personal and confidential and must not be disclosed to any third party.

Merchant remains fully responsible for all activity conducted under its Merchant Account, whether or not such activity is authorised by Merchant. In the event of any suspected unauthorized access, compromise, or misuse, Merchant shall notify Sunday promptly. Sunday shall not be liable for losses resulting from Merchant’s failure to safeguard credentials.

4.3 Authorised use of the Sunday Services. The Merchant shall use the Sunday Services in a lawful manner, in good faith, in accordance with their intended purpose, and without adversely affecting the security, integrity or proper functioning of the Sunday Services. In particular, the Merchant shall not:

use the Sunday Services in a fraudulent, unlawful or abusive manner;

attempt to circumvent, alter or manipulate the functionality or security mechanisms of the Sunday Services;

engage in any use that could compromise the security of the Sunday Services, the data processed or the payment flows.

4.4 Integrity and use of QR Codes. The Merchant shall use exclusively QR codes generated, provided or validated by Sunday in connection with the Sunday Services.

Any generation, modification, reproduction, display or use of QR codes not provided or validated by Sunday, including for the purpose of imitating, replacing or diverting Sunday QR codes, is strictly prohibited.

Any breach of this clause constitutes a material breach and may result in the suspension of the Sunday Services and/or termination of the Agreement in accordance with its terms.

4.5 Payment, scheme and compliance obligations. In connection with the use of the Sunday Services, the Merchant shall comply with:

all applicable laws and regulations;
the Payment Scheme Rules, as amended from time to time; and
where applicable, the terms and requirements imposed by the relevant Payment Service Provider.

The Merchant acknowledges that, where Sunday acts as a Payment Facilitator, Sunday is required to monitor the Merchant’s activity in order to ensure compliance with applicable rules. The Merchant shall cooperate fully and promptly with any reasonable request for information made by Sunday or the relevant Payment Service Provider. In particular, the Merchant shall:

provide all documents and information reasonably required for AML/KYC, regulatory, invoicing or compliance purposes, including business licences, identification documents, tax information, banking documentation and any information required by the relevant Payment Service Provider;
maintain accurate, complete and up-to-date bank account details at all times;
submit for payment only transactions relating to goods and/or services provided directly by the Merchant to Users;
use the Sunday Services solely for the processing of transactions falling within its authorised professional activity and the merchant category code (MCC) allocated to and approved for the Merchant;
use the Sunday Services exclusively for the processing of payments relating to authorised food and beverage (Food & Beverage) products and services;
refrain from submitting for payment any transaction relating to goods or services that fall outside the scope of its approved activity or MCC, unless Sunday has given its prior written approval;
refrain from using the Sunday Services for the processing of transactions relating to prohibited or high-risk activities, including, without limitation, gambling, betting, financial products, payment instruments, credit services, crypto-assets or any similar activity;
refrain from submitting illegal, fraudulent or Payment-Scheme-damaging transactions;
comply with applicable pricing and transaction rules, including restrictions on surcharging, discrimination or unauthorised limitations on payment methods, except where expressly permitted by applicable law or Payment Scheme Rules;
ensure that the configuration of its menus, prices and point-of-sale (POS) systems complies with Sunday’s technical requirements and the Payment Scheme Rules, and that no unauthorised fee, surcharge or discriminatory cost is applied to Users in connection with the use of the Sunday Services;
refrain from accepting transactions that are unrelated to its declared and approved activity without Sunday’s prior written consent;
refrain from accepting transactions intended to provide cash to Users, unless expressly authorised by the relevant Payment Service Provider;
process refunds exclusively to the payment method originally used for the relevant transaction;
refrain from using the Sunday Services for prepayments where delivery of the goods or services occurs more than six (6) months after the transaction date;
comply with applicable payment authentication requirements, including the use of 3-D Secure where required;
comply with applicable PCI DSS security standards, to the extent applicable to the Merchant’s role and systems;
retain electronic records relating to Orders and deliveries for a minimum period of eighteen (18) months; and
cooperate with Sunday and the relevant Payment Service Provider in the event of any security incident, suspected breach or confirmed data compromise.

4.6 Operational and regulatory responsibilities of the Merchant. The Merchant is solely responsible for:

the accuracy, completeness and ongoing updating of all information and data provided to Sunday, whether relating to its business, its Establishment(s) or any affiliated entities;
obtaining and maintaining all licences, permits, approvals and authorisations required to operate its business and to use the Sunday Services for the benefit of its Establishment(s) or affiliated entities;
the security and confidentiality of its Merchant Account and login credentials, and any fraudulent, unauthorised or improper use of the Merchant Account resulting from the Merchant’s failure to comply with the Agreement;
fulfilling Orders placed by Users. The Merchant acknowledges that Sunday provides solely a technological tool facilitating order placement, order tracking and the processing of transactions, and does not intervene in the provision of food, beverage or hospitality services;
the conditions under which food and beverage services are provided, including the accuracy and updating of menus, product availability, quality of products and services offered, and the proper handling of Orders;
all content made available through the Sunday Services, including any links to third-party websites, and the Merchant shall be liable for, and hold Sunday harmless from, any third-party claims arising from such content;
compliance with all applicable laws and regulations, including those relating to product safety, food hygiene, consumer protection and the provision of information to consumers;
the communication and updating of complete and accurate information relating to ingredients, allergens, calories and any other mandatory product information applicable to the goods and services provided to Users, in accordance with applicable regulations in force at the time the Order is placed; and
all tax, social security and administrative consequences arising from its use of the Sunday Services or the provision of its services to any third party or competent authority.

The Merchant warrants to Sunday that it operates its business in compliance with applicable laws and regulations, the Payment Scheme Rules, and applicable food hygiene requirements, including food safety management procedures based on HACCP principles, and that it alone assumes all consequences arising from any failure to comply with such requirements.

4.7 Relationship between the Merchant and Users. The Merchant remains solely responsible towards Users, in particular with respect to:

the products and services offered;
pricing, descriptions, terms of sale and performance applicable to such products and services; and
the performance of its contractual obligations, including customer service, complaints handling, refunds and compliance with applicable laws and regulations.

The Merchant acknowledges that Sunday is not a party to the contractual relationship between the Merchant and the Users and does not assume any responsibility in that respect.

4.8 Deployment of the “Sunday for Staff” application and Merchant obligations

4.8.1 Access rights and staff lifecycle. The Merchant shall facilitate Sunday’s deployment of the “Sunday for Staff” application by enabling access to relevant members of its staff for the purposes of onboarding, initial training and ongoing use of the application in connection with the Sunday Services.

Such access shall be limited to what is reasonably necessary for the technical deployment, training and support of the “Sunday for Staff” application during the period in which staff members are engaged by the Merchant at the relevant Establishment(s). The Merchant remains responsible for ensuring that its staff comply with the applicable terms governing use of the “Sunday for Staff” application.

4.8.2 Communications, engagement and incentives. Sunday may communicate directly with staff members through the “Sunday for Staff” application for the purposes of facilitating adoption and effective use of the Sunday Services, including through engagement features, challenges or incentive mechanisms, in accordance with the applicable terms of use of the “Sunday for Staff” application and applicable law.

Such communications and engagement mechanisms are strictly limited to the use of the tool and shall not relate to the management of staff, working conditions, remuneration decisions or disciplinary matters, which remain the exclusive responsibility of the Merchant.

4.8.3 Independence and absence of employment relationship. The parties acknowledge that any interventions by Sunday under this Section 4.8 are strictly technical and tool-related.

Nothing in this Agreement, nor any interaction between Sunday and the Merchant’s staff, shall be construed as creating an employment relationship, agency relationship or relationship of subordination between Sunday and any member of the Merchant’s staff. The Merchant remains the sole employer of its staff and retains exclusive authority over recruitment, management, supervision, remuneration and disciplinary matters. Accordingly, any data, analytics, reports, or outputs provided by Sunday are for informational purposes only and must not be relied upon as the sole or primary basis for any disciplinary action, termination, or formal performance management process regarding any employee.

4.8.4 Tronc Policy and Gratuities. Furthermore, while Sunday may facilitate the collection of tips and provide related data to the Merchant, Sunday assumes no responsibility or liability for the Merchant’s tipping practices or “tronc” policy. The creation, management, and administration of any tronc scheme, including the fair and lawful distribution of tips and gratuities, as well as compliance with all applicable tax (HMRC) and employment regulations, remain the exclusive responsibility of the Merchant and/or its independently appointed troncmaster.

4.8.5 Essential nature of cooperation. The Merchant acknowledges that reasonable cooperation in relation to Sections 4.8.1 and 4.8.2 is an essential element of the provision of the “Sunday for Staff” application and the related Sunday Services.

A material failure by the Merchant to provide such cooperation may constitute a material breach of the Agreement.

4.9 POS Integration and Data Access Authorization. To enable the functioning of the Sunday Services, real-time transaction monitoring, reporting, analytics, and service improvements, Merchant authorizes Sunday to access, integrate with, and interface with Merchant’s point-of-sale (POS) systems and any relevant aggregators, middleware providers, or third-party technology systems used in connection with Merchant’s Establishment(s). Merchant authorizes Sunday to collect, access, process, and analyse transaction and operational data from such systems for purposes consistent with this Agreement.

4.10 Custom SMS Communications. Where Sunday makes available a feature permitting the Merchant to include customised text within transactional SMS messages sent to Users upon payment (the “Custom SMS Field”), such feature is provided solely for the purpose of personalising the receipt experience, such as adding a welcome message or venue-specific note.

The Merchant expressly undertakes that it shall not use the Custom SMS Field to:

transmit marketing, advertising, or promotional content of any kind;
include discount codes, vouchers, offers, or commercial incentives;
solicit future purchases or visits; or
include calls to action unrelated to the transaction being confirmed.

The Merchant acknowledges that transactional SMS messages are delivered to Users on the basis of consent obtained for receipt delivery only, and that the inclusion of marketing content in such messages may constitute a breach of applicable data protection and electronic communications laws, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).

Any breach of this clause shall constitute a material breach of the Agreement. Sunday reserves the right to immediately suspend access to the Custom SMS Field or terminate the Agreement in accordance with its terms. Sunday shall bear no liability for any regulatory action, fines, or third-party claims arising from the Merchant’s breach of this clause.

Section 5 – Activation of the Sunday Services

5.1 Activation by Establishment. The Sunday Services are activated on a per-Establishment basis, as from the date on which the Sunday Services are effectively made available in a production environment for the relevant Establishment (the “Go-Live Date”).

The Go-Live Date corresponds to the date on which the Sunday Services are technically accessible and usable by Users for the relevant Establishment.

5.2 Phased deployment and pilot phases. Where the applicable Purchase Order provides for a phased deployment of the Sunday Services or a pilot phase, the Sunday Services shall be deemed activated only for those Establishments expressly included in such phase.

Each Establishment deployed after a pilot phase or phased rollout shall have its own Go-Live Date, corresponding to the date on which the Sunday Services are effectively made available for that Establishment.

5.3 Independence of activation and Effective Date. The activation of the Sunday Services for a given Establishment is independent from the Effective Date of the Agreement, which determines solely the legal entry into force of the Agreement and the applicable Purchase Order.

The applicable billing arrangements and the triggering of any Fees or charges are defined exclusively in the Purchase Order.

Section 6 – Fees, Payment and Settlement

6.1 Applicable Fees. The fees applicable to the Sunday Services (the “Fees”) are defined in the applicable Purchase Order. Unless otherwise stated in the Purchase Order, all Fees are exclusive of VAT and any other applicable taxes and are payable in accordance with this Agreement and applicable law.

The Merchant acknowledges that any failure to use the Sunday Services, for any reason attributable to the Merchant, including lack of adoption, incomplete configuration or inactivity, shall not affect the Fees payable under the applicable Purchase Order.

6.2 Collection of Fees. Sunday is entitled to collect the Fees due to it by any of the following means, as applicable and as set out in the Purchase Order:

by deduction from transactions processed through the Sunday Applications;
by direct debit from the Merchant’s designated bank account;
by separate invoicing; and/or
by any other payment method specified in the Purchase Order.

To the extent permitted by applicable law, the Merchant authorises Sunday to carry out such collection mechanisms, including by way of contractual set-off, in accordance with this Section 6.

6.3 Transaction related fees. Fees relating to the processing of payments are payable in respect of transactions processed through the Sunday Services, in accordance with the financial conditions set out in the Purchase Order. Such Fees are due in respect of any transaction technically processed through the Sunday Services, including, where applicable, authorised, captured, voided or refunded transactions, irrespective of the final outcome of the transaction. The Merchant acknowledges that the technical processing of a transaction through the Sunday Services may generate costs for Sunday, regardless of whether the transaction is ultimately completed.

6.4 Invoicing and payment terms. Where certain Fees give rise to the issuance of a separate invoice by Sunday, such invoice shall be payable by the Merchant within thirty (30) days from the date of issuance, unless otherwise specified in the Purchase Order.

6.5 Additional Services. Additional Sunday Services may be provided at the Merchant’s request. Where applicable, such services shall be subject to a prior quotation and may give rise to separate invoicing.

6.6 Annual adjustment of Fees. Subject to at least thirty (30) days’ prior written notice, the Fees corresponding to the monthly subscription for the Sunday Services may be adjusted on an annual basis, in particular to reflect inflation and changes in Sunday’s costs. Such adjustment may occur once per twelve (12) month period, calculated from the anniversary of the Effective Date or any other date specified in the Purchase Order, and shall not exceed ten per cent (10%) per annual period. This adjustment mechanism constitutes a standard and foreseeable contractual economic adjustment and does not, in itself, constitute a material modification of the Agreement.

6.7 Set-off, withholding and deferred settlement. To the extent permitted by applicable law, Sunday reserves the right to set off any amount owed by the Merchant against any amount payable to the Merchant.

Such set-off is contractually agreed and may be implemented by Sunday at any time, including in the event of suspension of the Sunday Services or insolvency proceedings affecting the Merchant, subject to mandatory legal provisions.

In addition, where required for reasons of security, compliance, fraud prevention, dispute management, financial risk, or at the request of the relevant Payment Service Provider, card schemes or any competent authority, Sunday may temporarily withhold or defer the settlement of all or part of the amounts payable to the Merchant, up to the amounts reasonably likely to be due.

6.8 Disputes relating to Fees. Any dispute relating to the Fees must be notified in writing to Sunday within thirty (30) days from the date on which the relevant Fees were communicated to the Merchant, together with any supporting documentation. In the absence of any dispute notified within this period, the Fees shall be deemed accepted in full.

6.9 Effect of suspension or termination. Any suspension or termination of the Agreement shall be without prejudice to any amounts owed to Sunday prior to its effective date, which shall remain immediately due and payable, subject to applicable law. Notwithstanding the foregoing, Sunday shall remain entitled to collect the Fees due under the applicable Purchase Order, including any Fees due in respect of payments made within the Merchant’s Establishment(s) through the Sunday Applications between the notification of termination and the effective suspension of the Sunday Services. The suspension of the Sunday Services shall not affect Sunday’s rights under this Section 6, which shall remain fully applicable.

6.10 Taxes. The Merchant is solely responsible for the payment of all taxes, duties and charges applicable to the Sunday Services, other than taxes assessed on Sunday’s income.

Section 7 – Suspension of the Sunday Services

7.1 Right to suspend. Sunday reserves the right to suspend, with immediate effect, all or part of the Sunday Services, in respect of all or part of the Merchant’s Establishment(s), without compensation, in any of the following circumstances:

the Merchant’s breach of any obligation under the Agreement, including, without limitation, the obligations set out in Section 4;
an actual or reasonably suspected risk to the security, integrity or proper functioning of the Sunday Services;
any incident of fraud, unauthorised use or compromise of data security;
the commencement of insolvency, administration, liquidation, winding-up or similar proceedings affecting the Merchant, or any financial situation likely to create a material risk for Sunday; or
any instruction, recommendation or requirement issued by a Payment Service Provider, a payment scheme, or any competent authority.

7.2 Scope of the suspension. Any suspension implemented pursuant to this Section 7 may be:

total or partial;
limited to certain Sunday Services and/or certain Establishment(s); and/or
temporary or maintained for as long as the circumstances giving rise to the suspension persist.

7.3 Information of the Merchant. Where reasonably practicable, Sunday shall inform the Merchant of the suspension and, where applicable, of the corrective measures expected in order to lift the suspension. In cases of urgency or where required by regulatory, technical or security constraints, the suspension may be implemented without prior notice.

7.4 Financial effects of suspension. The suspension of the Sunday Services shall be without prejudice to the amounts owed to Sunday prior to the effective date of suspension and shall not affect Sunday’s right to collect the Fees in accordance with Section 6.

7.5 No waiver. The suspension of the Sunday Services shall not constitute a termination of the Agreement, nor shall it be deemed a waiver of any of Sunday’s rights, including the right to subsequently terminate the Agreement in accordance with its terms.

Section 8 – Termination of the Agreement

8.1 Termination for material breach. Either party may terminate the Agreement in the event of a material breach by the other party of its obligations under the Agreement, provided that such breach has not been remedied within fifteen (15) days of receipt of written notice specifying the breach. Without limitation, any breach by the Merchant of the obligations set out in Section 4 shall constitute a material breach for the purposes of this Section 8.

8.2 Immediate termination by Sunday. Sunday may terminate the Agreement with immediate effect, without prior notice or compensation, in any of the following circumstances:

where required to do so by a Payment Service Provider, a payment scheme or any competent authority;
where the relevant Payment Service Provider terminates its agreement with Sunday, or with the Merchant, in connection with the Sunday Services;
where Sunday ceases to be authorised or registered as a Payment Facilitator and/or Independent Sales Organisation, as applicable;
where the Merchant submits transactions on behalf of a third party not approved in writing by Sunday;
where the Merchant engages in fraudulent, unlawful or scheme-non-compliant activity;
where the Merchant’s level of fraud, chargebacks or disputes is considered excessive by a Payment Service Provider or payment scheme;
where the Merchant changes its business activity, merchant category code (MCC), ownership or control without Sunday’s prior written approval;
where the Merchant begins offering goods or services that have not been approved by Sunday; or
where the Merchant fails to process any transaction through the Sunday Services for a continuous period of six (6) months.

8.3 Termination for insolvency or financial distress. Sunday may terminate the Agreement with immediate effect if the Merchant:

becomes subject to insolvency, administration, liquidation, winding-up, receivership or any analogous proceedings;
suspends, or threatens to suspend, payment of its debts; or
is in a situation of material financial distress that reasonably jeopardises its ability to perform its obligations under the Agreement.

8.4 Effects of termination. Upon termination of the Agreement, for any reason:

the Merchant shall immediately cease using the Sunday Services and any associated materials;
all Fees and other amounts due to Sunday shall become immediately due and payable, subject to applicable law;
Sunday shall remain entitled to collect the Fees due under the applicable Purchase Order, including any Fees relating to transactions processed through the Sunday Applications between the notification of termination and the effective suspension of the Sunday Services; and
settlement of amounts due to the Merchant in respect of transactions processed prior to termination shall be carried out in accordance with the applicable Payment Service Provider’s settlement terms, subject to any permitted deductions, set-off or withholding under the Agreement.

Any provisions which by their nature are intended to survive termination, including Sections relating to confidentiality, data protection, liability, payment obligations and dispute resolution, shall remain in force.

8.5 No prejudice to suspension rights. Termination of the Agreement is without prejudice to Sunday’s right to suspend the Sunday Services in accordance with Section 7, whether prior to or independently of termination.

Section 9 – Availability of the Sunday Services, Maintenance and Support

9.1 Availability of the Sunday Services. Subject to scheduled maintenance, force majeure events, and circumstances beyond Sunday’s reasonable control, the Sunday Services are made available twenty-four (24) hours a day, seven (7) days a week, on a reasonable endeavours basis.

The Merchant acknowledges that the availability of the Sunday Services may be affected by technical, security, regulatory or compliance constraints, as well as by the performance or availability of third-party service providers involved in the provision of the Sunday Services.

9.2 Maintenance. Sunday reserves the right to carry out maintenance operations, including corrective, adaptive or preventive maintenance, which may result in a temporary interruption of all or part of the Sunday Services. Where reasonably practicable, Sunday shall inform the Merchant in advance of any scheduled maintenance likely to affect the availability of the Sunday Services.

9.3 Incidents and support. In the event of a malfunction, interruption of the Sunday Services or any anomaly, the Merchant may contact Sunday’s support team by email at support_uk@sundayapp.com (or such other address as notified by Sunday from time to time).

Sunday shall use reasonable endeavours to restore the Sunday Services as soon as reasonably possible, without this constituting any guarantee of availability or performance.

Additional information relating to support procedures, assistance modalities and any service levels that may apply is set out in the documentation made available to the Merchant.

9.4 Third-party service providers. The Merchant acknowledges that certain Sunday Services rely on third-party service providers, including Payment Service Providers, payment schemes and infrastructure or hosting providers. To the extent permitted by applicable law, Sunday shall not be liable for any unavailability, interruption or malfunction of the Sunday Services attributable to such third-party service providers. Such unavailability or malfunction shall not give rise to any right to compensation, suspension of Fees or termination of the Agreement for the benefit of the Merchant, subject to mandatory legal provisions.

Section 10 – Evolution of the Sunday Services and the Terms

10.1 Evolution of the Sunday Services. Sunday may evolve, modify or update the Sunday Services, in particular for technical, regulatory, security, compliance or continuous improvement purposes. Any communication relating to potential developments, product roadmaps, planned features or future functionality is provided for indicative purposes only and does not constitute a commitment as to delivery or timing. New features, modules or additional services may be offered to the Merchant, where applicable, under separate commercial terms, provided that such evolution does not result in a substantial reduction of the essential functionalities of the Sunday Services subscribed to under the applicable Purchase Order, taken as a whole.

10.2 Changes to the Terms. Sunday may amend these Terms from time to time. Minor changes that do not materially affect the Merchant’s rights or obligations may be implemented without prior notice. Such minor changes include, in particular, editorial updates, clarifications, structural reorganisations or regulatory compliance updates that do not have a material economic or operational impact on the Merchant.

Material changes shall be notified to the Merchant in writing in advance, unless immediate implementation is required by applicable law, regulatory requirements, security considerations or fraud prevention obligations.

10.3 Exceptional adjustment of Fees. By way of exception to Section 6.6, and where the annual adjustment mechanism does not adequately reflect significant changes affecting the economic balance of the Agreement, Sunday may adjust the applicable Fees in order to take account, in particular, of:

a substantial increase in fees imposed by Payment Service Providers or payment schemes;
changes in applicable laws or regulations impacting the Sunday Services; or
a material increase in the infrastructure or operational costs required to provide the Sunday Services.

Any adjustment made under this Section 10.3 shall be notified to the Merchant in writing in advance. Where such adjustment results in an increase in Fees exceeding the annual adjustment provided for in Section 6.6, the Merchant may terminate the Agreement without penalty by written notice within thirty (30) days of receipt of the notification, in accordance with Section 8.

Section 11 – Liability

11.1 General principle. Without prejudice to the specific provisions applicable to payment services, Payment Service Providers and Payment Schemes set out in the Agreement, Sunday shall provide the Sunday Services with reasonable skill and care.

Sunday does not warrant that the Sunday Services will be uninterrupted, error-free or free from anomalies, nor that they will meet any specific requirements not expressly set out in the Agreement.

11.2 Liability relating to payment services. The Merchant acknowledges that payment services are provided in accordance with:

the rules of the relevant payment schemes;
the terms and requirements imposed by the applicable Payment Service Providers; and
applicable laws and regulations.

Sunday’s liability in respect of payment services is strictly limited to its role as defined in the Agreement and shall not exceed the obligations incumbent upon it in its capacity as a Payment Facilitator.

In particular, Sunday shall not be liable for:

the acts, omissions or decisions of payment schemes or Payment Service Providers;
authorisation refusals, transaction rejections, chargebacks or payment reversals resulting from applicable rules or decisions of such third parties; or
the consequences of any suspension, limitation or termination of payment services imposed by such third parties.

In any event, Sunday shall not be liable where the alleged loss results from the Merchant’s failure to comply with Payment Scheme Rules or the requirements of the relevant Payment Service Provider.

11.3 No guarantee of settlement. Nothing in the Agreement shall be construed as creating any obligation on Sunday to guarantee settlement, collection, payment or availability of funds for the benefit of the Merchant.

11.4 Exclusion of certain losses. Subject to mandatory provisions of applicable law, Sunday shall not be liable for any indirect or consequential losses, including, without limitation, loss of revenue, loss of profits, loss of customers, loss of business, loss of data, loss of goodwill or reputational damage, even if Sunday has been advised of the possibility of such losses.

11.5 Limitation of liability. Except in the event of fraud, wilful misconduct or liability which cannot be limited under applicable law, Sunday’s total aggregate liability arising out of or in connection with the Agreement, howsoever caused, shall be strictly limited to the total amount of Fees actually received by Sunday under the relevant Purchase Order during the twelve (12) months preceding the event giving rise to the liability.

11.6 Attribution and external causes. Sunday shall not be liable for any loss or damage resulting from:

the Merchant’s breach of its contractual, legal or regulatory obligations;
any use of the Sunday Services that is not in accordance with the Agreement;
any failure, unavailability or malfunction attributable to a third party, including Payment Service Providers, payment schemes, telecommunications operators or infrastructure providers;
any failure or unavailability of the Merchant’s internet connection at its Establishment(s); or
any force majeure event as defined in the Agreement.

Section 12 – Intellectual Property and Data Rights

12.1 Sunday intellectual property rights. Sunday owns all rights, including all intellectual property rights, relating to:

its website, trademarks, logos, domain names and other distinctive signs;
the Sunday Services, including in particular the Sunday Applications, software and hardware infrastructure, interfaces, algorithms, developments and any associated documentation; and
more generally, any content, tools or elements made available to the Merchant in connection with the Agreement.

Subject to compliance with the Agreement, Sunday grants the Merchant, for the duration of the Agreement, a personal, non-exclusive, non-transferable and non-assignable licence to access and use the Sunday Services solely for the purposes of the Merchant’s professional activity and in accordance with the Agreement. No intellectual property rights are transferred or assigned to the Merchant under the Agreement. Any removal or alteration of proprietary notices displayed within the Sunday Services is strictly prohibited. The Merchant is authorised to reproduce Sunday’s trademarks solely as necessary for the use of the Sunday Applications in interactions with Users.

12.2 Merchant Data and User Data. The Merchant remains the owner of all data relating to the Merchant, its activity and its Establishment(s) (“Merchant Data”). The Merchant grants Sunday a non-exclusive, worldwide, royalty-free and fully paid-up licence, for the duration necessary to provide the Sunday Services, to use, host, store, process, modify and display the Merchant Data solely for the purposes of:

performing the Agreement;
operating the Sunday Services; and
improving and developing the Sunday Services.

The Merchant remains solely responsible for:

the accuracy, quality, legality and content of the Merchant Data;
the means by which the Merchant Data is collected; and
any use of the Merchant Data outside the Sunday Services.

The Merchant warrants that it holds all rights, licences and authorisations necessary to permit Sunday to use the Merchant Data in accordance with the Agreement.

To the extent that Merchant Data or User Data constitutes personal data, such processing is governed by Section 14 (Data Protection) and by the data processing addendum made available by Sunday at https://sundayapp.com/en-gb/dpa/. The Merchant acknowledges that User Data is collected and processed by Sunday in its capacity as an independent data controller, separately from the contractual relationship between the Merchant and Users. Subject to applicable data protection laws and the choices made by Users, Sunday may use User Data in order to propose, distribute or personalise offers, benefits or promotional communications, including on behalf of third-party commercial partners. The Merchant acknowledges that such use of User Data by Sunday, in accordance with this Section 12.2 and applicable law, does not constitute customer diversion, unfair competition or an infringement of the Merchant’s commercial interests.

12.3 Aggregated and anonymised data. Notwithstanding any provision to the contrary, the Merchant grants Sunday a non-exclusive, worldwide, perpetual, irrevocable and royalty-free licence to use Merchant Data and User Data to create aggregated and anonymised data sets that do not permit the identification, directly or indirectly, of the Merchant or any User (“Derived Data”). Sunday may use Derived Data for any lawful purpose, including to:

operate, maintain, enhance, and improve the Sunday Services and User Services;
develop, train, test, validate, and refine algorithms, machine learning models, artificial intelligence systems, statistical tools, and related technologies;
generate market analyses, benchmarking reports, trend analyses, and industry statistics; and
commercialize, license, distribute, publish, or otherwise exploit such Derived Data.

Sunday retains all intellectual property rights in the Derived Data and in any models, tools or products resulting from its use. For the avoidance of doubt, no Derived Data shared or commercialised by Sunday shall allow the identification of any individual User or Merchant.

12.4 Merchant trademarks. The Merchant grants Sunday a non-exclusive, royalty-free licence to reproduce and display the Merchant’s trademarks and distinctive signs, on any medium and by any process, solely for the purpose of identifying the Merchant as a customer of Sunday, including in marketing and communication materials.

The Merchant retains ownership of its trademarks and shall indemnify and hold Sunday harmless against any third-party claim arising from the use of such trademarks or any content provided by the Merchant in connection with the Sunday Services.

12.5 Intellectual property infringement warranty. Sunday warrants the Merchant against any third-party claim alleging that the use of the Sunday Services infringes intellectual property rights, provided that:

the Merchant uses the Sunday Services in accordance with the Agreement;
the Merchant notifies Sunday promptly of any such claim; and
the Merchant allows Sunday to control the defence and any settlement negotiations.

This Section 12.5 sets out Sunday’s sole liability and the Merchant’s exclusive remedy in respect of any infringement of third-party intellectual property rights arising from the Sunday Services.

Section 13 – Confidentiality

Each party undertakes to keep confidential all Confidential Information of the other party, as defined in the Agreement, and to use such Confidential Information solely for the purposes of performing the Agreement. Confidential Information may be disclosed only to the receiving party’s employees, officers, contractors, professional advisers or service providers who have a need to know such information for the performance of the Agreement, provided that they are subject to confidentiality obligations no less protective than those set out in this Section 13.The confidentiality obligations set out in this Section 13 shall apply for the duration of the Agreement and for a period of five (5) years following its termination or expiry, for any reason.

Nothing in this Section 13 shall prevent the disclosure of Confidential Information (i) where such disclosure is required by applicable law, regulation, a competent authority or a court order; or (ii) where such disclosure is necessary for the provision of the Sunday Services, including to Payment Service Providers, auditors, professional advisers or authorised subcontractors, provided that such recipients are subject to confidentiality obligations no less protective than those set out in this Section 13.

Section 14 – Personal Data and Payment Data

14.1 Personal data. In connection with the provision of the Sunday Services, Sunday may collect and process personal data relating to the Merchant and to Users. The Merchant acknowledges that such processing is carried out in accordance with:

the Sunday User privacy policy accessible at https://sundayapp.com/en-gb/privacy-policy/ and
the Sunday Merchant privacy policy accessible at https://sundayapp.com/en-gb/privacy-policy-waiters-personnel/ (each as updated from time to time)

14.2 Applicable data protection regime and data processing addendum. Where Sunday processes personal data as a processor or service provider on behalf of the Merchant, within the meaning of applicable data protection laws, including the UK GDPR and the Data Protection Act 2018, such processing shall be governed by the data processing addendum made available by Sunday at https://sundayapp.com/en-gb/dpa/ (the “DPA”), which forms an integral part of the Agreement. In the event of any inconsistency between this Section 14 and the DPA, the DPA shall prevail. Nothing in the Agreement shall prevent Sunday from processing personal data as an independent controller where such processing is determined independently by Sunday and permitted under applicable law.

14.3 Payment data and security. To the extent that Sunday stores, processes or transmits cardholder data on behalf of the Merchant, Sunday undertakes to comply, for the duration of the Agreement, with the applicable requirements of the PCI DSS standard.

The Merchant acknowledges that Sunday relies on trusted third-party Payment Service Providers for the storage and processing of cardholder data and that Sunday ensures that such providers commit to complying with applicable PCI DSS requirements.

Sunday’s responsibility in relation to the security of payment data is strictly limited to the data that it processes or stores directly, or to the extent that its systems may impact the security of the cardholder data environment, subject in all cases to the limitations of liability set out in the Agreement.

14.4 Staff data. The Merchant acknowledges that, for the purposes of providing the Sunday Services, including the “Sunday for Staff” application, certain personal data relating to members of its staff (including, for example, first name and contact details) may be transmitted to Sunday, in particular to enable onboarding, access to the application, and the sending of operational notifications or communications relating to the use of the Sunday Services.

The Merchant warrants that it has duly informed the relevant staff members of such processing and, where required under applicable law, has obtained all necessary consents or established an appropriate legal basis for such processing.

The Merchant shall remain solely responsible for compliance with its obligations as employer under applicable data protection and employment laws and shall indemnify and hold Sunday harmless against any claim arising from a failure to comply with such obligations.

Section 15 – Force Majeure

Neither party shall be liable for any failure or delay in the performance of its contractual obligations to the extent that such failure or delay results from an event or circumstance beyond its reasonable control (“Force Majeure Event”). In the event of a Force Majeure Event, the performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. If the Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either party may terminate the Agreement by written notice to the other party, without liability or compensation.

Section 16 – Insurance

Each party undertakes to maintain, for the duration of the Agreement, a valid professional indemnity and public liability insurance policy with a reputable and solvent insurance company, covering the financial consequences of bodily injury, material damage and consequential loss caused to the other party or to third parties in connection with the performance of the Agreement. Each party shall be able to provide evidence of such insurance upon reasonable request by the other party. The Merchant shall ensure compliance with this insurance obligation by its Establishment(s) and, where applicable, by its Affiliates.

Section 17 – Compliance with Laws and Anti-Bribery

17.1 Compliance with applicable laws. Each party undertakes, in the performance of the Agreement, to comply with all applicable laws, regulations and standards, including, where applicable, the Payment Scheme Rules, as amended from time to time. Each party shall refrain from engaging in any activity that is unlawful or that would cause the other party to be in breach of applicable laws or regulations in any jurisdiction relevant to the provision of the Sunday Services.

17.2 Anti-bribery and anti-corruption. Each party undertakes to comply, and to ensure that any person associated with the performance of the Agreement (including its employees, officers, agents, partners and subcontractors) complies, with all applicable anti-bribery and anti-corruption laws and regulations. This includes, without limitation, the UK Bribery Act 2010, and any other applicable laws relating to bribery, corruption, improper payments or similar conduct. Each party represents and warrants that it has not committed any act that would constitute a breach of such laws and undertakes not to commit, directly or indirectly, any such act for the duration of the Agreement.

Section 18 – Miscellaneous

18.1 Governing law and jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its formation, validity, interpretation, performance or termination shall be governed by and construed in accordance with the laws of England and Wales. The parties shall use reasonable endeavours to resolve any dispute amicably and in good faith. Failing amicable resolution within thirty (30) days from the date on which the dispute is notified by the most diligent party, the courts of England and Wales shall have exclusive jurisdiction.

18.2 Assignment. Neither party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. By way of exception, each party may assign or transfer the Agreement, upon written notice to the other party, in the context of (i) a merger, demerger or similar corporate transaction; (ii) a sale of assets, business or shares; or (iii) a change of control, to an affiliated entity or to a third party acquiring the relevant business, provided that such assignee or transferee assumes all obligations under the Agreement. Any assignment or transfer involving the Merchant shall remain subject to applicable AML/KYC requirements and, where applicable, the approval of the relevant Payment Service Provider.

18.3 Subcontracting. Sunday may subcontract all or part of the performance of the Sunday Services to third parties. Sunday shall remain responsible for the performance of its obligations under the Agreement in accordance with its terms.

18.4 Independent contractors. The parties are and shall remain independent contractors, acting in their own name and on their own behalf. Nothing in the Agreement shall be construed as creating between the parties any partnership, joint venture, association, agency, general mandate, relationship of subordination or permanent representation. The personnel of each party shall remain under the exclusive authority, direction and control of their respective employer.

18.5 Waiver. Any failure or delay by either party at any time to exercise any right, power or remedy under the Agreement shall not constitute a waiver of that right, power or remedy, nor shall it prevent or restrict the further exercise of that or any other right, power or remedy.

18.6 Severability. If any provision of the Agreement is held to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the Agreement and the remaining provisions shall continue in full force and effect. The parties shall use reasonable endeavours to replace the invalid, unlawful or unenforceable provision with a valid provision that reflects as closely as possible the original intent and economic effect of the affected provision.

18.7 No hardship. The parties acknowledge and agree that the Agreement allocates the risk of changes in circumstances affecting its performance. The parties expressly waive any right to seek the renegotiation, suspension or termination of the Agreement on the basis of hardship, change of circumstances or economic imbalance, except as expressly provided for in the Agreement.

18.8 Notices. Any notice required or permitted under the Agreement shall be made in writing and sent to the contact details specified in the applicable Purchase Order or to any other address notified by the relevant party in writing from time to time.

18.9 Third party rights. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

18.10 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, representations and understandings, whether written or oral. In the event of any conflict or inconsistency, the order of precedence set out at the beginning of these Terms shall apply.