These terms are between Centrapay Limited and “you” as a merchant who has a registered merchant account through the Centrapay Business Portal. These terms and conditions are in addition to, and form part of, the Centrapay Merchant Agreement applicable to your use of the Payap Services, and capitalised terms not defined in these terms have the same meaning as in the Centrapay Merchant Agreement. A Third Party Loyalty Programme and any Third Party Loyalty Promotions will be a “Third Party Reward” for the purposes of the Payap Reward Terms between Payap and your customer.

If you establish a Third Party Loyalty Programme and offer any Third Party Loyalty Promotions through that Third Party Loyalty Programme, you are solely responsible for your Third Party Loyalty Programme and any Third Party Loyalty Promotions, including:

• obtaining your own legal, tax and financial advice in relation to the Third Party Loyalty Programme and any Third Party Loyalty Promotions;

• providing your customers with the relevant promotion and reward in accordance with the terms and conditions;

• the nature and quality of any promotions and rewards; and

• receiving, investigating and responding to any customer communications, complaints or disputes.

While Centrapay may provide template terms and conditions for the Third Party Loyalty Programme, you are solely responsible for preparing any terms and conditions, ensuring those terms and conditions accurately describe the Third Party Loyalty Programme and any Third Party Loyalty Promotion, and that the terms and conditions, and the Third Party Loyalty Programme, any Third Party Loyalty Promotion and any promotions and rewards, comply with all applicable laws.

You acknowledge that the nature of the Payap Services may restrict how a Third Party Loyalty Programme or Third Party Loyalty Promotion may be conducted. Please make sure you are familiar with any guidance on structuring Third Party Loyalty Programmes and Third Party Loyalty Promotions made available to you in the Centrapay Business Portal. As an example, the Payap Services permit a Payap user to join a Third Party Loyalty Programme after the Payap user has made a payment to the Merchant (following a Payap prompt) and that payment would count towards the user’s reward (not just payments made after joining).

If you wish to change or amend your Third Party Loyalty Programme terms or Third Party Loyalty Promotion Terms, such changes or amendments must be made in accordance with applicable law and the relevant terms, and you must provide reasonable notice in advance to your customers, including any minimum notice periods specified in the Centrapay Business Portal. In limited circumstances, we may require your Third Party Loyalty Programme or Third Party Loyalty Promotion terms be changed for example, for legal or regulatory compliance reasons or because of a system change which cannot be mitigated. Any changes to Third Party Loyalty Programme terms or Third Party Loyalty Promotion Terms will be notified to all users through a Payap notification.

We may charge you fees in connection with services provided to you for the Third Party Loyalty Programmes and/or Third Party Loyalty Promotions. These fees will be as notified to you through the Centrapay Business Portal and as otherwise agreed with you from time to time. By agreeing to these terms, you agree to the fees notified or agreed for the relevant services. These fees may be deducted through a new or amended direct debit authority or payment from your bank account, or as you otherwise agree with us.

For the purposes of these terms:

“Third Party Loyalty Programme” means a loyalty programme you offer to your customers using the Payap Services; and

“Third Party Loyalty Promotion” means any specific promotion you offer to customers under the Third Party Loyalty Programme