About Fly Now Pay Later

Who we are. Fly Now Pay Later comprises the following two companies:

• Pay Later Financial Services Limited, a company registered in England and Wales (Company No 09020100) whose registered office is at 4th floor, 33 Cannon Street, London, United Kingdom, EC4M 5SB (“PLFS”) and
• Fly Now Pay Later Limited, a company registered in England and Wales (Company No 06936813) whose registered office is 4th floor, 33 Cannon Street, London, United Kingdom, EC4M 5SB (“FNPL”).

We operate the website www.flynowpaylater.com (“Website”).

Regulator. Loan facilities are provided by Pay Later Financial Services Limited who is authorised and regulated by the Financial Conduct Authority under firm registration number 672306. Fly Now Pay Later Limited acts as a credit intermediary and not a lender and is authorised and regulated by the Financial Conduct Authority under firm registration number 726937. PLFS is also registered with the Information Commissioner’s Office under registration number ZA387814.

Contacting us. To contact us telephone our customer service team at 020 3322 2090 or e-mail partnersupport@flynowpaylater.com. How to give PLFS or FNPL formal notice of any matter under the Contract is set out in paragraph 20 of Schedule 1 (General Terms).

This Retailer Agreement

This Retailer Agreement (“Agreement”) is a legal agreement between PLFS, FNPL and the entity or person (“Retailer”, “you”, “your”) who has registered as a FNPL Retailer on our Website.

A reference in this Agreement to “we”, “our”, or “us” is to PLFS and/or FNPL, as the context requires.

This Agreement describes the terms and conditions that apply to your use of our Services. Our “Services” comprise allowing your Customers to apply for our Credit Facilities and Payment Plans to finance their purchase of Products from you.

You can apply to become a Retailer by completing the online Retailer registration procedure on our Website. By completing all necessary fields of the online form and clicking the ‘complete account’ button, you are making an offer to become a Retailer. However, you will only become a Retailer when PLFS begins providing Finance to your Customers at which point this Agreement shall come into existence. This Agreement will then continue until it is terminated in accordance with paragraph 15.

Please note that we do not provide the Services exclusively to you and may provide the same or similar services to any other person.

This Agreement comprises:

• This front page (‘About Fly Now Pay Later’ and ‘This Retailer Agreement’)
• Schedule 1: General Terms
• Schedule 2: Definitions and Interpretation
• Schedule 3: Data Sharing Terms
• Schedule 4: Retailer Procedure Guide
• Schedule 5: Retailer Subsidy and Settlement Card Types
• Schedule 6: Marketing Commitments

If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

General Terms

1. Our Responsibilities

We will provide the Credit Facility to each Customer that you introduce to PLFS via the Credit Broker unless we decline the relevant Finance Application for any reason (we have the right to do this in our sole discretion).

We will stipulate the form that each new Credit Agreement and Payment Plan Agreement must take and we may update such form from time to time.

We will pay the Retailer Subsidy to you in accordance with Schedule 5 (Retailer Subsidy and Settlement Card Types).

2. Retailer Responsibilities

This section sets out your responsibilities as a Retailer. You must comply with these at all times throughout the term of this Agreement.

You must observe and comply with the current versions of:

• any Retailer procedure guide specified by PLFS for a certain method of purchase from time to time.

You must comply with the Marketing Commitments set out in Schedule 7.

You must comply with all Applicable Law and not do anything which would cause us to be in breach of any Applicable Law when introducing Customers to us, when performing your obligations under this Agreement, or otherwise in connection with your receipt or use of our Services. In particular, your operation and procedures and all documentation, correspondence, notices and advertisements you use or issue must comply with Applicable Laws and must not cause us to breach Applicable Law.

You must, as soon as you become aware of the matter, notify us in writing:

• if you breach any Applicable Law or are investigated for any such breach;
• if you or any employee, agent or subcontractor connected with Agreement is charged with or convicted of any offence involving dishonesty;
• if, at any time, Control of the Retailer is acquired by any person or group of connected persons not having control of the Retailer on the Start Date;
• of any fact or circumstance which you reasonably consider may materially interrupt or cause any material adverse effect on your ability to comply with your obligations under this Agreement; and/or
• in the event that any Regulatory Body takes or threatens to take any action which affects or is likely to materially affect your continuing ability to perform your obligations under this Agreement, provide such information, and carry out such acts, as is reasonably and lawfully requested by us in connection with the same.

You shall perform your obligations:

• only using employees who are suitably qualified, adequately trained and capable of performing such obligation in respect of which he or she is engaged; and
• in accordance with all reasonable instructions and/or directions given by us from time to time.

You shall offer the Services to your customers on an exclusive basis and shall not during the term of this Agreement offer or promote, or permit any third party to offer or provide services similar to the Services to your customers, whether online or in-store.

3. Sale Agreement

You agree that you are solely responsible for ensuring that you have in place an appropriate Sale Agreement for the Product(s) with the Customer. You must comply with the terms of each Sale Agreement, including, ensuring that all Products are supplied and delivered to the Customer in accordance with the Sale Agreement.

4. Changes to bookings

You acknowledge and agree that we have the right to issue a Cancellation Instruction to you in respect of a Customer’s purchase, booking or reservation of a Product with you in the event that a Customer breaches their Finance Agreement for such Product. You agree that you will immediately cancel the relevant purchase, booking or reservation of the Product made by a Customer pursuant to their Sale Agreement with you if we issue a Cancellation Instruction to you in respect of such Product. You must also provide us with all reasonable assistance in investigating or processing any Cancellation Instruction.

5. Settlement Funds

For each completed transaction validly executed and authorised by a Customer, PLFS will pay the applicable Settlement Funds to you via a Virtual Visa or MasterCard Payment Card immediately.

6. System Access and Security

We do not guarantee that the System will be available at all times but we will use reasonable endeavours to ensure that the System will be made available to you and your Customers at all times except in the circumstances where Permitted Down Time is required.

Permitted Down Time shall be limited to suspension under paragraph 15 and any suspension of the System necessary:

• to enable PLFS to comply with an order or request from the Government, any competent regulatory body or other competent administrative authority; or
• to enable PLFS to carry out work relating to the upgrade of the System.

We will use reasonable endeavours to ensure that all Permitted Down Time takes place during hours of low usage of the System (including a standard internet maintenance window on Saturdays and Sundays between 0500 and 0900).

You must ensure that all System passwords used by you or your personnel, contractors and/or agents are, as a minimum, changed on an annual basis.

7. Complaints

You agree to provide us with all reasonable assistance in defending any complaint or claim threatened or made by a Customer against us in connection with a Finance Agreement (including under sections 56 or 75 of the Act or claims for misrepresentation or breach of contract) (“Complaint”), including: notifying us in writing as soon as practicable of the Complaint; allowing us to conduct all negotiations and proceedings; providing us with such reasonable assistance and information as is required by us from time to time regarding the Complaint; taking all reasonable steps to preserve all documentary evidence which may be required in any proceedings related to the Complaint; and not, without our prior written consent, making any admission relating to the Complaint or attempting to settle it.

For the avoidance of doubt, you are solely responsible for resolving all claims, disputes or complaints relating to the Products and/or the Sales Agreement.

8. Restrictions on how our Service can be used

You must not, without our prior written consent:

• make any representations, warranties, guarantees or other commitments with respect to the Finance or any Finance Agreement which are inconsistent with those contained in the promotional materials supplied by us from time to time (including the Finance Agreement itself);
• incur any liability on our behalf howsoever arising; or
• amend, supplement, vary or change the terms of any Finance Agreement (whether before or after being concluded).

You are not permitted to accept from a Customer, or any other person, any amount payable by a Customer to PLFS under a Finance Agreement and, in the event that a Customer does make a payment to you, you agree to hold such monies on trust for PLFS and immediately remit such monies to PLFS in accordance with the directions of PLFS.

9. Record-keeping and inspections

You must keep true and accurate records of all matters connected with this Agreement (“Records”) for a period of 7 years and, if longer, such period of time as may be required by Applicable Law and/or any Regulatory Body and promptly supply the same to us on our written request.

You must also on demand provide us and our authorised agents with all reasonable co-operation and assistance to undertake an audit of your performance of this Agreement including: (i) all information requested by us for such purposes (including the Records); (ii) access to all premises used by you in the performance of your obligations; and (iii) access to your staff.

10. Trade Marks and other Intellectual Property

You hereby grant to us a worldwide, non-exclusive, royalty-free right and licence to use, display and reproduce your trade marks and other Intellectual Property Rights solely to the extent reasonably necessary for us to perform our obligations and/or exercise our rights under this Agreement, which shall include a right to sub-license to our contractors (including the System Provider) for the same purpose.

Except as expressly stated in this Agreement, neither party shall acquire any rights to Intellectual Property Rights belonging to any other party, or to the System Provider, as a result of this Agreement.

11. Warranties

You warrant and represent to each of PLFS and FNPL that you:

• have obtained all third party permissions with respect to the Products as necessary to enable us and our credit intermediaries to exercise rights and to perform obligations under this Agreement and that you are, if required, the owner of (or you have the right to enter into this Agreement on behalf of the owner of) all Intellectual Property Rights in and to any or all of the Products.
• have the relevant authority and permissions to carry out a Cancellation Instruction.

We each warrant, represent and undertake to you and you warrant to each of PLFS and FNPL that:

• it has full authority to enter into and perform this Agreement; and
• it will perform its obligations under this Agreement with reasonable care and skill.

You also warrant, represent and undertake to each of PLFS and FNPL at all times during the term that:

• so far as you are reasonably aware, each Credit Facility and Payment Plan is required for the sole purpose of financing the Products under the relevant Sale Agreement;
• you will only use the most up to date documentation (including the Finance Application, Finance Agreement and Retail Procedure Guide) approved for use by us;
• you have obtained all third party permissions with respect to the Products as are necessary to supply the same to the Customer in accordance with the relevant Sales Agreement and/or enable us to exercise our rights and perform our obligations under this Agreement; and
• our or any sub-contractor’s use of your trade marks and other Intellectual Property Rights as contemplated by this Agreement does not and will not infringe the Intellectual Property Rights or any other similar rights of any third party.

Except as set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purposes or the use of reasonable skill and care.

12. Indemnities

You will indemnify and keep indemnified us in full and hold us harmless on demand from and against any Losses suffered or incurred by us arising out of or in connection with:

• any breach of condition, warranty, representation or other obligation under or arising from this Agreement; or
• defending or satisfying any claim threatened or made against us under sections 56 or 75 of the Act; or
• you issuing a credit note or making a refund to a Customer in respect of the Products; or
• your negligence or fraud (or that of your employees, contractors or agents); or
• any claim relating to the Products (including a claim relating to delivery or non-delivery, a claim of infringement of a third party’s Intellectual Property Rights or any product liability claim); or
• any claim brought against us by a Customer to the extent that such claim has been caused by a breach by you of this Agreement, the Sale Agreement or otherwise by your Default.

You will indemnify us and keep us indemnified in full and hold us harmless from and against any claim brought against us to the extent that such claim has been caused by a breach by the Retailer of this Agreement, the Sale Agreement or otherwise by your Default.

13. Remedies

Without prejudice to our other rights and remedies that we may have under this Agreement or under any Applicable Laws, we may (acting in our sole discretion) at any time and without prior notice to you: (a) chargeback the settlement funds; or (b) set off against any our liabilities to you (including any future Settlement Funds owed to you); or (c) require payment on demand (and you shall pay), in each case an amount equal to:

• any Settlements Funds that have been paid to you in error or in breach of this Agreement; or
• any Settlement Funds that have been paid to you where you cannot provide reasonable evidence of an authenticated card payment Deposit or a delivery note for the relevant Products validly and properly signed by the Customer or where there is any dispute relating to the Products (including the delivery or non-delivery of such Product); or
• any credit properly made by us to a Customer’s account as a result of a chargeback, withdrawal, cancellation, disputed transaction or refund in connection with that Credit Facility; or
• any unpaid Retailer Subsidy;
• any Losses suffered by us in connection with any Complaint that has been caused or materially contributed to by your Default;

We shall also be entitled to set off any amount owed by us to the Retailer under this Agreement against:

• any sum due from the Retailer whether such sum is due under this Agreement or otherwise; and
• any amount which a Customer claims is due from us as a result of a breach of contract, breach of any Applicable Law or misrepresentation by the Retailer (whether such claim is made under the provisions of sections 56 or 75 of the Act or otherwise).

14. Data Protection

Each Party shall comply with applicable Data Protection Legislation when performing their respective obligations and exercising their respective rights under this Agreement. In particular, when communicating with your contacts or Customers about our services, you will comply with all Data Protection Legislation in connection with direct marketing and will cease any direct mailing or marketing to any contact immediately on receiving an ‘unsubscribe’ request from them.

We may receive, use, store and otherwise process Personal Data about you, your employees, agents and representatives for the purpose of processing your application to become a Retailer and managing this Agreement and our ongoing business relationship with you. We will receive, use, store and otherwise process this Personal Data in accordance with our privacy policy https://www.flynowpaylater.com/gb/privacy-policy. If you collect or pass Personal Data to us, you warrant that you have obtained all necessary and appropriate consents from and provided all necessary and appropriate notices to all Data Subjects to whom it relates, in respect of your provision of such Personal Data to us for the purposes for which we intend to use it.

For the purposes of the Data Protection Legislation, each Party acknowledges and agrees that it shall be processing Customer Personal Data in connection with the performance of its obligations and/or exercise of its rights under this Agreement as independent Controllers and that it shall at all times comply with the provisions of the Data Sharing Terms at Schedule 3 [https://www.flynowpaylater.com/gb/privacy-policy] in connection with such processing.

15. Termination

This Agreement may be terminated or suspended for convenience at any time by us giving to you or by you giving to us at least twelve (12) months’ notice.

You or we (the Terminating Party) may suspend or terminate this Agreement with immediate effect on giving notice to us or you, respectively (the Defaulting Party) if the Defaulting Party:

• commits a material breach of this Agreement which is incapable of remedy; or
• commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within a period of fifteen (15) Working Days of being notified of the breach; or
• a provisional liquidator is appointed to FNPL or FNPL goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;
• a receiver is appointed in respect of the whole or any part of the assets of FNPL;
• an administration order is made in respect of FNPL; or
• FNPL enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors.

In addition, we can suspend or terminate this Agreement with immediate effect by giving written notice to you if:

• you repeatedly commit breaches of this Agreement such as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to this Agreement; or
• you cease to hold any Licence or you are otherwise in breach of any Applicable Laws or proceedings are brought against you which will materially adversely affect your ability to carry out your obligations under this Agreement; or
• a Regulatory Body notifies us that any aspect of this Agreement is not acceptable to that Regulatory Body; or
• you are the subject of a change of Control; or
• in our reasonable opinion, you bring our name, goodwill, reputation and/or image into substantial disrepute.

Immediately upon suspension, expiry or termination for any reason of this Agreement you must cease to offer or promote our Finance and shall not hold yourself out as offering our Finance (whether on the Retailer Premises, Retailer Site or otherwise).

Termination shall not affect or prejudice the accrued rights of the parties as at termination.

The following sections shall survive termination of this Agreement for any reason: Trade marks and other Intellectual Property, Data Protection, Remedies, Indemnities, Limitations on Liability and this section (Termination).

16. Limitations on Liability

Nothing in this Agreement shall limit or exclude the liability or remedy of any Party: for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; for fraud or fraudulent misrepresentation; or for any act, omission or matter, liability for which may not be excluded or limited under Applicable Law.

Subject to this:

• PLFS or FNPL will not be liable to you for any indirect, special or consequential loss or damage; or for any loss of profits, business opportunities or revenue, loss or corruption of data or damage to goodwill (in each case whether direct or indirect).
• PLFS or FNPL shall not be liable for any Losses arising out of or in connection with any unavailability or failure of the System or technical services associated with the System.
• In respect of all other liabilities, PLFS’ and FNPL’s maximum aggregate liability to you under or in respect of this Agreement, whether arising in contract, tort (including negligence), restitution, misrepresentation or otherwise, shall be ten thousand pounds Sterling (£10,000).

Save where provided otherwise, the liability of each of the Parties in respect of their obligations under this Agreement is several and no Party shall be liable for the obligations of any other Party under this Agreement.

17. Insurance

You must carry and maintain in full force and effect at all times during the Term insurances appropriate to the performance of your obligations under this Agreement with insurers of repute.

18. Confidentiality

We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except that we may each disclose the other’s confidential information:

• to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this paragraph 18; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under this Agreement or exercising the rights of the receiving party under this Agreement.

On termination of this Agreement, the receiving party shall return to the disclosing party (or, at the disclosing party’s option, permanently delete and destroy) all documents and materials (including any copies thereof) containing, reflecting, incorporating or based on the disclosing party’s Confidential Information, provided that the receiving party may retain such copies of such documents and materials to the extent required by Applicable Law or a Regulatory Body.

No press release or other communication whatsoever to be published by or in the media concerning the subject matter of this Agreement shall be published without the prior written consent of each of the parties hereto.

19. Assignment and Subcontracting

Retailer shall not assign, transfer, mortgage, charge, declare a trust of, subcontract or deal in any other manner with any or all of its rights or obligations under this Agreement, without our prior written consent (such consent not to be unreasonably withheld or delayed).

PLFS and FNPL may each without Retailer’s prior written consent:

• assign or transfer the benefit of, and any of its rights under, this Agreement together with any cause of action arising in connection with any of them to its successor in title, to any of its group companies or to any purchaser or transferee from it or any of them; or
• sub-contract any or all of its obligations under this Agreement so long as they remain responsible for their respective obligations performed by any such subcontractor to the same extent as if such obligations were performed by PLFS or FNPL, as the case may be.

Any attempted assignment, transfer or other dealing in violation of this section will be void and without effect.

20. General

Variation. We may update and/or amend this Agreement at any time (including any Finance Application, Finance Agreement, Retailer Procedure Guides and/or Rate Cards) upon notice to the Retailer. Subject to this, no amendment or variation of this Agreement shall be effective unless it is in writing, refers to this Agreement and is duly signed or executed by a duly authorised representative of each of the parties.

Severability. If any provision or part of any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, then the provision or part shall be severed and the remainder of the provision and all other provisions of this Agreement shall remain valid and in full force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Bribery. Each Party agrees that it shall, and that it shall procure, that persons associated with it (as determined in accordance with section 8 of the Bribery Act 2010) shall: comply with all Applicable Laws relating to bribery and other corruption including the Bribery Act 2010 (“Anti-Corruption Requirements”); not take or knowingly permit any action to be taken that would or might cause or lead any other Party to be in violation of any Anti-Corruption Requirements including under section 7 of the Bribery Act 2010; and not bribe or attempt to bribe (which shall include any offer or form of payment, gift or other inducement, reward or advantage (whether of money or anything of value)) any other Party or such other Party’s employees, officers, agents, representatives, affiliates or persons acting on their behalf.

Status. Nothing in this Agreement 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Notices. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this paragraph; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one working day after transmission. The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.

Waiver. No delay in exercising or failure to exercise by any party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

Force Majeure. FNPL shall have no liability to Retailer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by any act, event, omission or accident beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of FNPL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, act of terrorism, 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 sub-contractors.

Entire Agreement. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement whether written or oral between all or any of the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of this Agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Third Party Rights. Except as otherwise expressly provided in this Agreement, none of the terms and conditions of this Agreement shall be enforceable by any person who is not a party to it, and accordingly this Agreements (Rights of Third Parties) Act 1999 shall not apply in relation to this Agreement save that the System Provider shall be entitled to enforce those clauses of this Agreement which confer a right or benefit on the System Provider provided always that the System Provider shall only be able to rely on this clause where it has suffered a loss of as a result of any breach of any such clauses by the Retailer. Notwithstanding the foregoing, the consent of the System Provider shall not be required for any rescission, variation (including any release or compromise in whole or in part of any liability) or termination of this Agreement (in whole or part

Governing Law. This Agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law.

Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine or otherwise settle all and any claims, proceedings, suits or action (including arbitration) arising out of or in connection with this Agreement or its subject matter.

Definitions and Interpretation

1. Definitions

In this Agreement, the following words and expressions shall have the following meanings:

2. Interpretation

In this Agreement:

• references to Clauses and Schedules are to Clauses of and Schedules to this Agreement, and the Schedules shall form part of this Agreement;
• references to a “person” shall be construed to include any individual, firm, company, government, state or agency of the state or any joint venture, association or partnership (whether or not having separate legal personality);
• a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;
• any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms;
• use of the singular includes the plural and vice versa;
• any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
• any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction;
• headings are for convenience only and shall not affect the interpretation of this Agreement; and
• the expressions Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall be as defined in Data Protection Legislation.

Data Sharing Terms

1. Definitions.
   1. Agreed Purposes: the performance of each Party’s obligations and the exercise of each Party’s rights pursuant to this Agreement, the Finance Agreement and/or the Sale Agreement and the processing of a Customer’s application for Finance.
   2. Permitted Recipients: the Parties, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement (including the Service Provider).
   3. Shared Personal Data: the Customer Personal Data which is shared between the Retailer and PLFS and/or FNPL under this Agreement, which shall include Customer name, address, date of birth, all itinerary data in respect of the travel products and services the Customer has chosen and any applicable passenger data associated with the booking.
2. Shared Personal Data.
   1. The provisions which follow set out the framework for the sharing of personal data between the Parties as data controllers.
   2. Each Party acknowledges that one Party (the Data Discloser) will regularly disclose to the other Party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each Party shall:
      1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
      2. give full information to any data subject whose Personal Data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
      3. process the Shared Personal Data only for the Agreed Purposes;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
      6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
      7. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
         1. complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
         2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
   3. Each Party shall comply with the Data Protection Legislation.
3. Mutual assistance.
   1. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
      1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
      2. promptly inform the other party about the receipt of any data subject access request;
      3. provide the other party with reasonable assistance in complying with any data subject access request;
      4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party.
      5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and
      7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless permitted or required by law or regulation to store the personal data.
4. Indemnity
   1. The Retailer shall indemnify each of PLFS and FNPL against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation and/or this Schedule 3 (Data Sharing Terms) by the Retailer, its employees or agents.

Retailer Procedure Guide

Part 1 – Online Retailer Procedure Guide

1. Retailer Obligations

In respect of Online Purchases, the Retailer shall ensure that:

• the Products are not delivered to the Customer until a Finance Agreement is validly executed in accordance with this Agreement and our procedures;
• all Products must be delivered to the address provided on the Sale Agreement and signed delivery notes must be obtained and may be requested and provided to PLFS in the event of a dispute (if applicable);
• the Retailer promptly notifies PLFS if the Retailer cancels or the Customer uses their right to withdraw from the Credit Application pursuant to section 3 below;
• the Retailer immediately returns funds paid to the Retailer in respect of a Credit Application that is subsequently cancelled or withdrawn from pursuant to section 3 below;
• the Retailer immediately returns funds paid to the Retailer in respect of a Refund to the same virtual payment card to which the settlement was originally made;
• the Retailer never returns funds paid to the Retailer in respect of a Refund directly to a customer’s bank account or payment card;

2. Settlement

We will make payment of the applicable Settlement Funds via a Virtual Visa or MasterCard Payment Card immediately upon the Customer entering into a Finance Agreement with us.

3. Cancellations and withdrawals

If the Retailer cancels a Sale Agreement or the Customer invokes their right to withdraw and withdraws from a Credit Agreement or Payment Plan Agreement prior to or following the Products being utilised, the Retailer must immediately inform PLFS.

If any Settlement Funds are paid in error, funds must be returned to:

Pay Later Financial Services Collection Account
Sort Code: 20-32-06; and
Account Number: 63730867

Part 2 – In-store / Call Center Retailer Procedure Guide

4. Retailer Obligations

In respect of In-store / Call Center Purchases, the Retailer shall ensure that:

• the Products are not delivered to the Customer until the Credit Agreement or Payment Plan Agreement is entered into in accordance with this Agreement and PLFS procedures;
• the Products are not dispatched to the Customer until the Retailer has received the applicable Settlement Funds;
• the Retailer promptly notifies PLFS if the Retailer cancels or the Customer invokes their right to withdraw, from the Credit Agreement or Payment Plan Agreement.

Further obligations in respect of Credit Applications by Customers “present” (i.e. in-store / Call Center):

• The Retailer must give the Customer the time and opportunity to ask questions.
• The Retailer must ensure that the Credit Agreement or Payment Plan Agreement is signed by the relevant Customers at the Retailer Premises (if applicable).
• If a Customer wishes to exercise their right to withdraw from a Credit Agreement or Payment Plan Agreement after the Products have been dispatched, the Retailer must not accept the Customer’s notification. The Retailer must advise the Customer to notify PLFS in writing or by telephone personally of their intention to withdraw.
• The Retailer shall not proceed with the Credit Application or Payment Plan Agreement if: (i) the Customer has indicated that the Credit Facility is not affordable; (ii) the Retailer has sufficient doubt that the Customer can afford the Credit Facility; or (iii) the Customer does not have the mental capacity to enter into a finance agreement. When making those considerations the Retailer must take into account any changes in financial circumstances the Retailer has been made aware of.
• The unique username and passwords assigned to each Retailer member of personnel authorised by the Retailer to originate Credit Applications (“Approved Persons”) must remain confidential to that individual and is shall not be disclosed or shared with other staff or employees or anyone else.
• Only Approved Persons may propose business and present finance, Credit Agreements or Payment Plan Agreements to Customers.

5. Settlement

We will make payment of the applicable Settlement Funds via a Virtual Visa or MasterCard Payment Card immediately upon the Customer entering into a Finance Agreement with us.

6. Cancellations and withdrawals

If the Retailer cancels a Sale Agreement or the Customer invokes their right to withdraw and withdraws from a Credit Agreement prior to or following the Products being utilised, the Retailer must immediately inform PLFS.

If any Settlement Funds are paid in error, funds should be returned to:

Pay Later Financial Services Collection Account
Sort Code: 20-32-06; and
Account Number: 63730867

Retailer Subsidy and Settlement Card Types

Part 1 –Rate Card

A Retailer Subsidy is payable by the Retailer in respect of the total transactional value financed by PLFS, payable monthly in arrears, calculated as follows:

Marketing Commitments

1. Introduction
   1. The Retailer agrees that it is in the mutual interests of the Parties for it to promote the Services provided by PLFS and FNPL. The Retailer therefore agrees to comply with the Marketing Commitments set out in this Schedule.
2. Educational Requirements
   1. The Retailer shall take all reasonable measures to ensure that any individual who visits the Retailer Site is made aware of the availability of the Services.
   2. In particular, the Retailer shall ensure that visitors to the Retailer Site can access educational information concerning our Credit Facilities and Payment Plans (“Educational Content”) to finance their purchase of Products from you by clicking on a hyperlink displayed in a prominent location on the home page of the Retailer Site. At the election of the Retailer, the Educational Content may either be hosted on a webpage on the Retailer Site or a webpage on FNPL’s website (in respect of which FNPL shall provide the Retailer with the relevant URL). At a minimum, the Educational Content shall include:
      1. details concerning the nature of the Credit Facilities and Payment Plans offered by PLFS and FNPL;
      2. the nature of the relationship between the Retailer, PLFS and FNPL; and
      3. any other information required to be presented in relation to the Services pursuant to Applicable Law.
   3. The Educational Content to be made available by the Retailer to its visitors pursuant to paragraph 2.2 shall be provided by FNPL.
3. Marketing Commitments
   1. The Retailer hereby undertakes at its cost to promote the partnership with PLFS and FNPL, including by (but not limited to):
      1. notifying visitors to the Retailer Site of the availability of the Services provided by PLFS and FNPL by way of a promotional banner;
      2. sending an email to all customers in the Retailer’s customer mailing list notifying such customers of the availability of the Services on the Retailer Site;
      3. publishing advertisements via the Retailer’s social media marketing channels concerning the availability of the Services to the Retailer’s target market; and
      4. any other promotional and marketing activities the Retailer sees fit to promote the success of the partnership.
   2. The Retailer shall carry out the promotional activities described in paragraph 3.1 as soon as reasonably possible following the commencement of this Agreement.
   3. If we, acting reasonably, disapprove of any marketing or promotional content published by the Retailer, we shall have the right to request the suspension or removal of the publication and the Retailer shall be required to comply with such request immediately.