Terms and Conditions

THESE BEANSTREAM TERMS AND CONDITIONS OF SERVICE (the “Agreement“), by and between Beanstream Internet Commerce, Inc., with offices at #200-1803 Douglas St., Victoria, BC, Canada, V8T 5C3 (“Beanstream“), and the person, entity or organization completing the Beanstream Application (the “Application“) into which this Agreement has been incorporated by reference (“Merchant“) (each, a “Party,” and together, the “Parties“), which is made and entered into as of the date Merchant completes and signs the Application.

PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY, AS IT FORMS PART OF A LEGALLY BINDING AGREEMENT BETWEEN MERCHANT AND BEANSTREAM.

To that end and in consideration of the recitals and the respective promises of the parties contained herein, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

  1. Scope and Purpose. Beanstream provides payment solutions for global e-commerce, including technical processing services to support credit and debit card transactions and other forms of local payment methods, as well as related value-added services (the “Beanstream Services“). The purpose of this Agreement is to establish terms and conditions applicable to the Merchant’s use of the Beanstream Services.
  2. Merchant’s Obligations.
    1. The Merchant shall, for the term of the Agreement, provide Beanstream with complete and correct information referring to: (1) any interaction between Merchant and Beanstream that results in a unique transaction ID generated in Beanstream’s systems (each, a “Transaction“) (including, but not limited to, payment information and information in respect to any payment that is for any reason rejected, reversed, refused, charged back, disputed or withdrawn by a bank, or a payer and/or Customer (each a, “Reversed Payment“); (2) any payment that is for any reason partially or totally reversed by the Merchant to the payer (each a, “Refunded Payment“); and (3) to its business model and any and all other information relevant to the relationship between the Parties.
    2. Merchant is not allowed to resell the Beanstream Services if not otherwise agreed between the Parties in writing.
    3. Merchant shall immediately inform Beanstream if there is any reason to believe that any information has been incorrectly processed or sent to Beanstream.
    4. The Merchant shall use best efforts to prevent itself from being involved to any extent in any actions of money laundering or any other illegal activities.
    5. All data provided by Merchant shall comply with the instructions set forth by Beanstream from time to time in writing or verbally. Such instructions may be amended from time to time in Beanstream’s sole discretion.
    6. Merchant represents, warrants, and covenants it shall during the term of this Agreement have all necessary rights, authorizations, licenses and permits for its operations, and shall have undertaken and fulfilled all actions and conditions to comply with its obligations under this Agreement.
    7. Merchant represents, warrants, and covenants that it shall comply with all applicable laws, rules and regulations, including any statutory regulations or guidelines by banks, card associations (e.g. Visa International, MasterCard International), or any other legal or regulatory authority in relation to payments (“Schemes“) as applicable, and including, but not limited to, consumer privacy, data security, and any other protection laws. In the event merchant cannot comply with or learns that it has not complied with such laws, Merchant shall immediately notify Beanstream.
    8. As applicable, Merchant is and will remain Payment Card Industry Data Security Standard (“PCI DSS“) validated. If Merchant shall, at any time, not be PCI DSS validated, Merchant shall immediately notify Beanstream and Beanstream shall have the right to terminate the Agreement.
    9. Merchant is fully responsible for the security of data on the Merchant’s website. Merchant agrees to comply with all applicable provincial, territorial and federal laws and rules in connection with Merchant’s collection, use, retention, security and dissemination of any personal, financial, card, or transaction information on its website. Merchant represents to Beanstream that Merchant does not have access to card information and that it will not request access to such card information from Beanstream. In the event Merchant receives such card information in connection with the processing services under this Agreement, Merchant agrees not use it for any fraudulent purpose or in violation of any law or Scheme. If at any time Merchant believes that card Information has been compromised, Merchant shall notify Beanstream promptly and assist in providing notification to the proper parties. Merchant may not use any card information other than for the sole purpose of completing the transaction authorized by the Customer for which the information was provided to Merchant.
    10. In the event there is a significant change regarding the commercial condition of Merchant (including, but not limited to any adverse change in financial position including voluntary or involuntary bankruptcy proceedings) or change of business model (different from what Merchant specified on the Application (by way of example only, in the event Merchant intends to significantly reduce or increase the number of Transactions processed under this Agreement)), Merchant shall immediately inform Beanstream of such change and Beanstream may (1) adjust the fees that are charged by Beanstream to Merchant for the Beanstream Services (“Beanstream Fees“), or (2) adjust its Security as defined in Section 7, with thirty (30) days prior written notice.
    11. Merchant shall notify Beanstream immediately of any objections to the Merchant’s monthly transaction report. If Merchant does not object to the monthly transaction report in writing within thirty (30) days after receipt of such report, the report shall be deemed to be accurate and complete and Merchant waives any objections to such report.
    12. Merchant agrees that any communication received from Merchant, or in Merchant’s name, or from Merchant’s premises or equipment, is authorized by Merchant and binding on Merchant. Merchant authorizes Beanstream to rely on and act on any such communication.
    13. Merchant represents and warrants that Merchant is in compliance with the Personal Information Protection and Electronic Documents Act and any other applicable privacy laws, and Merchant will establish and maintain a privacy policy for its website(s) through which products or services of Merchant can be purchased, and that Merchant will obtain necessary consent from the person(s) or organization(s) that acquire products or services from Merchant (the “Customer“) to allow Beanstream to obtain, use, store and distribute Customer cardholder data and other data to process a Transaction, and that Beanstream will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Beanstream Service.
    14. Merchant shall use best efforts to prevent unauthorized use of, or unauthorized access to the Beanstream Services and shall be solely responsible to Beanstream for any losses, breaches, or other damages that result from any unauthorized use of, or unauthorized access to, the Beanstream Services.
  3. Settlement.
    1. For all services in where Beanstream settles Merchant’s fund, Merchant authorizes Beanstream to credit the account Merchant elects for Beanstream to settle funds to (the “Bank Account“). Settlement periods may be adjusted by Beanstream, as required from time to time, upon notice to Merchant. If a Transaction cannot be processed, Beanstream will contact Merchant. Beanstream shall have the right to review all Transactions prior to settlement.
      1. Credit Card Processing Service. If Merchant elects the Credit Card Processing Service as described in the Application, default settlement shall be three (3) business days, which are any day other than a Saturday, Sunday or applicable bank holidays (each a “Business Day“), after the debit instructions are processed and Beanstream shall credit the Bank Account with the amounts from all completed Transactions. The net amount due to Merchant may be reduced by any and all Reversed Payments, Refunded Payments, Beanstream Fees, and Penalties not yet collected by Beanstream, partner bank(s), and/or payment solution provider(s), from the finalized Transactions.
      2. Direct Debit/Direct Payment Service. If Merchant elects the Direct Debit/Direct Payment Service (“DD/DP“) as described in the Application, default settlement shall be three (3) Business Days after the debit instructions are processed and Beanstream shall credit the Bank Account with the amounts from all completed Transactions. Any debits dishonored in connection with the Beanstream Services will be deducted from the total amounts from all completed Transactions and the net amount will be credited to the Bank Account. Merchant represents and warrants to Beanstream that Merchant has obtained the necessary authorization from any third party whose account is to be debited in conjunction with the Beanstream Service, and has provided the necessary notice requirements to these third parties before providing Beanstream with debit instructions. Merchant shall be solely liable for any losses attributable to breach of this representation and warranty.
      3. INTERAC Online Service. If Merchant elects the INTERAC Online services, default settlement for INTERAC Online Transactions shall be settled to the Bank Account. Daily payment instructions will be sent for all Transactions authorized by Beanstream up until the recommended latest time on a Business Day as advised to Merchant from time to time, by which Beanstream must receive Merchant’s Transactions in order for Beanstream to process them on the same day. Settlement will be net of any Beanstream Fees, unless otherwise agreed by the Parties. The amount to be paid to the Merchant will be determined on a daily basis. Refunded Payments will be deducted from daily purchase Transactions and the net amount will be remitted to the Bank Account.
    2. Beanstream may, in its reasonable judgment, temporarily adjust the amount remitted to Merchant and/or remittance frequency, as security against existing or anticipated credit risk, fraudulent activity, future chargebacks, or other suspicious activities associated with Merchant’s use of the Beanstream Service or if required by law or court order, upon notification to Merchant via email or fax. If the amount of any and all deductions exceed the sum of all current collected Customer Transactions, the amount remaining and owed to Beanstream shall be due and payable by the Merchant to Beanstream and Merchant authorizes Beanstream to debit the Bank Account for the amount due in accordance with Section 5 below.
    3. Merchant acknowledges that any withdrawal by Beanstream in accordance with this Agreement is a debit as defined under Rule H1 of the Canadian Payments Association (a “Pre-Authorized Debit” or “PAD“) for business purposes and Merchant waives the right to receive advance notice for these debits. Merchant’s authorization for a PAD shall remain in effect after termination of this Agreement and until all of Merchant’s obligations to Beanstream have been paid in full. If Merchant changes the Bank Account at any time during the term of this Agreement or at any time after the term before all of Merchant’s obligations to Beanstream have been paid in full in Beanstream’s sole discretion, the PAD authorization shall also apply to the new bank account. Merchant further agrees to abide by all applicable Payment Association Rules.
  4. Transaction Limits. Beanstream and/or any Scheme may: (a) limit or restrict Merchant sales to a minimum or maximum product price or a minimum or maximum amount per order; (b) impose limits on the amount or number of Transactions which may be charged to a Customer credit card during any time period; and/or (c) refuse to accept orders from Customers with a prior history of questionable Customer Transactions. Beanstream shall not be responsible for any losses to the Merchant, including, but not limited to claims for lost profits, arising from or as a result of Transaction limits.
  5. Beanstream Fees and other Charges.
    1. The Merchant shall pay to Beanstream the following: (a) Beanstream Fees, including fees for additional services outside the standard Beanstream Services, for the Beanstream Service(s) selected by Merchant in the Application; (b) any applicable taxes that are Merchant’s responsibility, unless Merchant provides Beanstream with a tax exemption certificate; and (c) any other amounts that Merchant owes to Beanstream resulting from Merchant’s use of the Beanstream Services.
    2. The Merchant authorizes Beanstream to debit the Merchant Bank Account for fees payable to Beanstream. Merchant acknowledges that any withdrawal by Beanstream in accordance with this Agreement are PADs, as defined in Section 3.3, for business purposes and Merchant waives the right to receive advance notice for these debits or credits. Alternatively, if Beanstream is unable to debit owed amounts, Beanstream reserves the right to invoice Merchant for any such amounts, which amount shall be due and payable thirty (30) days after the invoice date or on such earlier date as may be specified.
    3. An email will be delivered to the Merchant providing notice that a statement is available online to review. Merchant will review the statement no less frequently than every thirty (30) days. Merchant will notify Beanstream in writing within thirty (30) days of the statement of any errors or omissions in the statement. After expiration of the thirty (30) days charges related to the transaction report shall be considered valid and Merchant shall be deemed to have acknowledged the correctness of that invoice and to have waived the right to dispute that invoice.
    4. In case of late payment, Beanstream has the right to charge interest on any unpaid amounts corresponding to the current prime interest rate as reported by the Bank of Canada, plus eight (8) percentage points or the maximum permitted by law in the Merchant’s jurisdiction (whichever is higher), until Beanstream has received full payment. In connection with the collection or enforcement of debt arising from unpaid amounts only, Beanstream shall be entitled to recover its reasonable attorney’s fees and costs associated therewith. Otherwise, no attorney’s fees or costs may be recoverable under the Agreement unless expressly so stated, nor under any other theory of law, including tort.
  6. Changes.
    1. Beanstream shall have the right to adjust the Beanstream Fees at any time. Such changes may result from, but are not limited to, changes of Scheme and interchange fees, changes of international banking regulations, currency restrictions, or fee changes by a partner bank. Merchant agrees that Beanstream may pass these increased charges through to Merchant by increasing the Beanstream Fees. Beanstream will use reasonable efforts to inform Merchant of any such fee changes at least ninety (90) calendar days prior to the fee changes taking effect, unless Beanstream has been notified by the third party of the changes within a shorter timeframe or is required to pay such charges in a shorter timeframe.
    2. Beanstream reserves the right to adjust the Beanstream Fees in the event of any changes to or deviations from the expected card, country and currency splits including payment volumes and values. Beanstream reserves the right to immediately pass-through such cost increases to Merchant and Merchant shall be liable for such cost increases immediately.
    3. Beanstream reserves the right to upgrade, modify, develop or alter any part of the Beasntream Services and its platform provided by Beanstream when required by Beanstream, its partner bank(s) and / or legislation. If such changes require Merchant to act, Merchant shall immediately integrate said alterations or modifications and will in all cases have the alterations or modifications finalized upon the effective date such alterations and / or modifications are to become live. Beanstream will not charge Merchant for any such alterations or modifications if not agreed to in writing. Merchant shall bear its own costs and expenses in relation to the integration of the alterations or modifications into its system.
    4. The Parties may agree from time to time and based on Merchant’s reasonable requests, that Beanstream customize or alter the Beanstream Services for the Merchant. Any such changes requested by Merchant and agreed by the Parties will be charged on a time and materials basis, at Beanstream’s then-current rate, unless agreed otherwise between the Parties.
  7. Security.
    1. Beanstream may determine at any time during the term of this Agreement that a security (“Security“) is needed in order to process Transactions for the Merchant and reserves the right to adjust the amount of the Security any time during the term of this Agreement. In order to allow Beanstream to accurately review Merchant’s accounts, Beanstream reserves the right to review the Merchant’s accounts at Beanstream and the Merchant agrees to immediately provide information regarding Merchant’s ownership, operations and financial position upon request by Beanstream.
    2. In the event Beanstream determines that Security is necessary or the amount of Security needs to be adjusted, then Beanstream may; (a) withhold Merchant’s settlement payments until the Security amount is adaquate, as in the sole opinion of Beanstream; (b) delay funding to the Bank Account; (c) apply a rolling reserve deduction; and (d) pursue any other remedies Beanstream may have at law or in equity.
  8. Foreign Exchange Transactions. Currency conversions will be completed at a retail foreign exchange rate as determined by Beanstream. Amounts transferred from a Merchant’s United States Dollar statement to their Canadian Dollar statement will be calculated by subtracting 0.0125 from the sell United States Dollar exchange rate published by the Toronto Dominion Bank on the processing date. Amounts transferred from a Merchant’s Canadian Dollar statement to a United States Dollar statement will be calculated by adding 0.0125 to the buy United States Dollar exchange rate published by the Toronto Dominion Bank on the processing date.
  9. Reversed Payment and Refunded Payment. The Merchant shall be responsible for any Reversed Payment, Refunded Payment and in the event the DD/DP service is applicable, dishonored, unauthorized, forged, materially altered, returned or contested items incurred while utilizing the Beanstream Services. Merchant agrees that Beanstream may recover any Reversed Payment and Refunded Payment amounts by debiting the Bank Account. If Beanstream is unable to recover funds related to a Reversed Payment or Refunded Payment, Merchant agrees to pay Beanstream the full amount of the Reversed Payment or Refunded Payment amounts immediately. If Merchant incurs excessive Reversed Payments or Refunded Payments, as determined by Beanstream, then Beanstream may terminate the Agreement effective immediately.
  10. Force Majeure. In the event a Party is prevented from fulfilling its obligations under the Agreement by circumstances outside of its control, such as labor strikes, limitations imposed upon either of the Parties by any authority or under law, material changes of market conditions by reason of change in law or decision by any relevant authority, terrorist acts, breakdown of or damage to electronic telecommunications or other equipment, or if Beanstream is otherwise prevented from fulfilling the terms and conditions in the Agreement due to circumstances caused by a third party, such events are grounds for an extension of the time for performance of such Party’s obligations under the Agreement. If the circumstances preventing performance continue for sixty (60) calendar days from the date of event, upon written notice to the other Party, either Party has the right to terminate the Agreement and the Agreement shall terminate effective immediately without either Party having liability, except to claims by either Party that do not relate or are not a result of the event causing delay.
  11. Confidentiality.
    1. Confidential Information shall mean information that relates to the business of either Party or any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party in question (“Affiliate“), which is not generally known to the public, which is used, developed, or obtained by either Party relating to, without limitation, products, operating systems and the system of Beanstream and all its parts, algorithms, studies and development methods and processes, all modifications and reconfiguration of computer related hardware, revenues and costs, costs of equipment sold, salaries and expenses, Customers, payer and client(s) data, promotional and other marketing plans, financial and credit statistics relating to such Party, including names, addresses, and home telephone numbers, all details regarding the physical plant of Beanstream. For the avoidance of doubt the terms of the Agreement shall also be considered Confidential Information.
    2. Beanstream and Merchant each agrees, during the term of the Agreement, and for a period of three (3) years following the termination of the Agreement, not to disclose or use any item of the Confidential Information of the other Party, unless use or disclosure by a Party is required to perform its obligations under the Agreement. The Party disclosing Confidential Information to a third party hereunder, including to its Affiliates, shall ensure that such persons / companies shall observe this confidentiality clause or be bound by equivalent terms. Confidential Information does not include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, generally known or available; (b) is known by the receiving Party at the time of receiving such information as evidenced by its records; (c) is provided to the receiving Party by a third party, without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of the Agreement; (e) is the subject of a written permission to disclose provided by the disclosing Party; or (f) is required to be disclosed by law or court order or by order of a competent regulatory body.
    3. Both Parties shall protect and hold any Confidential Information received from the other Party in strict confidence and with the protection that they use to protect their own Confidential Information of like importance from disclosure (but not less than reasonable). Each receiving Party shall be liable for any misuse, misappropriation or improper disclosure of Confidential Information by any of its employees, contractors, agents, and professional advisers to whom Confidential Information is disclosed or made available by that receiving Party.
    4. Upon the termination of the Agreement, each Party will, upon the written request of the other Party, return or destroy all Confidential Information of the other Party. In the event the Confidential Information is destroyed, the Party shall certify it was destroyed and the certification shall be executed by an officer, but one (1) copy of Confidential Information may be retained if required by law.
    5. 11.5.This Section 11 is not applicable to disclosure of Confidential Information to a partner bank, which is involved in any Transaction.
  12. Export Compliance. Merchant represents and covenants that as the seller of products and services to end users it shall comply with all export control and economic sanctions laws, rules and regulations (collectively, “Export Control Laws“) applicable to Merchant’s business, its products and services, and its end users, including without limitation those restricting the parties with whom Merchant may engage in business due to their location in an embargoed or sanctioned country or their designation on a Restricted Parties List (as defined below), and those restricting the sale of products for prohibited end-uses. Merchant shall not submit to Beanstream any transaction that would violate applicable Export Control Laws applicable to the Parties (including without limitation (a) an IP address, bill-to address and/or ship-to address indicating an embargoed or sanctioned country, (b) an individual or entity designated on an applicable restricted parties list such as but not limited to the Denied Persons Lists, and Specially Designated Nationals Lists, Unverified Lists, Entity Lists, Debarred Parties Lists, and Nonproliferation Sanctions Lists (collectively, “Restricted Parties Lists“), or (c) where prohibited end-use is indicated). Without limiting the foregoing, neither Party shall take or agree to take any action that would be prohibited or penalized under applicable law. Merchant’s obligations under this Section 12 shall be considered material obligations.
  13. Limitation of Liability. In no event will Beanstream, its Affiliates, or their respective directors, officers, employees or agents be liable for, with the exception of Beanstream’s gross negligence or willful misconduct, any incidental, direct, indirect, special or consequential damages (including without limitation, damages for personal injury, loss of profits or sales, business interruption, loss of business information, data loss or any other pecuniary loss) in connection with or arising out of this Agreement, whether caused by circumstances beyond its control (including without limitation, computer, utility or remuneration breakdown) or otherwise. In the event of a breach of this Agreement, the aggregate liability of Beanstream under this Agreement shall be limited to an amount equal to twenty-five percent (25%) of the net amount of payments realized by Beanstream under this Agreement during the trailing twelve (12) month period prior to the date on which such liability first arose. For the avoidance of doubt the Parties agree that the net amount of payments realized by Beanstream under this Agreement solely refers to the Beanstream Fees. Except as expressly written in this Agreement, there are no warranties, express or implied, by operation of law or otherwise, for any services furnished under this Agreement. Beanstream disclaims any and all implied warranties including the warranties of merchantability and fitness for a particular purchase. Beanstream has not assumed, nor authorized anyone else to assume on its behalf, any other liabilities. In all situations involving performance or nonperformance of the Beanstream system, the Merchant’s sole remedy is the adjustment or repair of the Beanstream system.
  14. Indemnification. Merchant will fully indemnify, defend and hold harmless Beanstream, its Affiliates and their successors and assigns from and against any and all demands, judgments, losses, obligations, damages, fines, recoveries and deficiencies, or liabilities (including any costs, expenses, penalties, and reasonable attorney┬┤s fees) in connection with a claim, action, suit or proceeding made, brought or commenced by a third party that Beanstream, its Affiliates and their successors and assigns may incur or suffer, which arise, result from, or relate to any transaction between the Merchant and the payer and/or Customer, or to any failure by the Merchant to comply with its obligations under the Agreement. Merchant may enter into a settlement of an indemnified claim without Beanstream’s approval only if such settlement: (a) involves only the payment of money damages by the Merchant and not by Beanstream, and (b) includes a complete release of Beanstream. The Merchant shall obtain Beanstream’s written approval for the settlement of any other indemnified claim. Merchant will take reasonable steps to assist Beanstream in handling a claim, action, suit or proceeding made, brought or commenced by a payer and/or Customer or any other third party against Beanstream in which Beanstream is not seeking indemnification as detailed in this Section 14. Beanstream shall have complete discretion whether or not to defend any such claim, action, suit or proceeding, or to negotiate any settlement with the claimant. Merchant assumes full responsibility for any fraud occurring in its systems.
  15. Termination. This Agreement may be terminated by either Party for any reason upon thirty (30) days advance written notice to the other Party. Beanstream Services can be suspended and/or terminated immediately by Beanstream in the event of any material breach of any of these terms and conditions by the Merchant, including but not limited to: (a) inappropriate use of the Beanstream Services; (b) non-payment; (c) for just cause as determined by Beanstream; or (d) as required by any applicable Scheme. If the Agreement is terminated for reasons of non-compliance of any terms of this Agreement, the information may be shared with law enforcement, payments associations or other payments entities. Merchant further agrees and acknowledges that Beanstream shall have the right to immediately terminate the Agreement without penalty if it determines that Beanstream is unable to engage in business with Merchant under Export Control Laws applicable to Beanstream or its parent company or pursuant to territorial restrictions for permitted commerce, including without limitation Merchant’s designation on one or more Restricted Parties Lists or is in violation of Export Control Laws. Both Parties hereto agree that 11 (“Confidentiality”), 13 (“Limitation of Liability”), 14 (“Indemnification”), 16 (“Governing Law”), and 18 (“General Provisions”), and any other provisions of this Agreement which require performance after the termination of this Agreement, or apply events that may occur after termination, shall survive the termination of this Agreement.
  16. Governing Law. This contract, and all provisions contained herein, shall be interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of law provisions.
  17. Amendments. These terms and conditions may be amended by Beanstream at any time upon Beanstream posting new terms on its website and Merchant agrees to be bound and abide immediately to any new requirements and/or regulations imposed pursuant to such modification(s). Merchant expressly acknowledges and agrees that continued use of the Beanstream Service after the effective date of the new or updated terms will be deemed as Merchant’s acceptance of the modification(s).
  18. General Provisions. Each Party is an independent contractor of, and is not an employee, agent or authorized representative of, the other Party. The provisions of the Agreement shall not be construed to create a partnership, joint venture, or other business combination between Beanstream and Merchant. Any notification required by this Agreement shall be in writing, shall reference this Agreement and this Section 18 and shall be either (a) sent by fax or (b) personally delivered or (c) sent by nationally or internationally recognized express courier to the other Party at the address specified at the beginning of this Agreement with a copy sent ATTN: General Counsel faxed to (+1) 952.674.4444. Notice will be effective upon delivery. The invalidity or nonenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions, and in any such occasion this Agreement shall be construed in all respects as if such invalid of nonenforceable provision were not part of this Agreement. Neither Party may assign the Agreement, or assign its rights or delegate its duties under the Agreement to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that Beanstream may have the right to (a) engage the services of subcontractors or agents to assist Beanstream in the performance of its obligations under this Agreement and (b) asign the Agreement or assign its rights or delegate its duties under the Agreement to an Affiliate, provided that the Affiliate is not a competittor of Merchant, without notice to or consent of the Merchant. In the event Merchant becomes a debtor in bankruptcy or becomes subject to restructuring or insolvency proceedings, the Agreement cannot be assumed or enforced and Beanstream shall be excused from performance. Any waiver by Beanstream of any of the provisions of the Agreement will not constitute a waiver of any other provision (whether similar or not), nor will such waiver constitute a continuing waiver of that particular provision unless expressly provided by Beanstream in writing. The parties acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. This Agreement, and any attachments constitute the entire Agreement between the parties and shall supersede any and all prior and understandings, promises and agreements, if any, made by one party to the other concerning the subject matter of the contract.
  19. Other Terms. Merchant acknowledges by signing the Application Merchant has read this Agreement and agrees to be bound by the terms and conditions in this Agreement. Furthermore, by signing the Application, Merchant understands,acknowledges and agrees that it has reviewed the terms below and shall be bound by any of the terms and conditions that apply to the Beanstream Service(s) selected by Merchant in the Application. Such terms include:

    Toronto Dominion Bank Terms and Conditions of Use:
    http://bwpbic.wpengine.com/website/pdf_files/Bean_TD_Merchant_Service_Terms.pdf

    First Data Card Acceptance Form:
    http://bwpbic.wpengine.com/website/pdf_files/FD_Card_Acceptance_Form.pdf

    First Data Program Guide:
    http://www.firstdata.com/downloads/international/fdcn1306w.pdf

    Acxsys INTERAC Online Merchant Guidelines:
    http://bwpbic.wpengine.com/website/pdf_files/INTERAC_Merchant_Guidelines.pdf

    AMEX Merchant Account Package:
    http://bwpbic.wpengine.com/website/pdf_files/Amex_Merchant_Account_Package.pdf

    Wells Fargo Financial Corporation PSP Terms and Conditions:
    http://bwpbic.wpengine.com/website/pdf_files/Wells_Fargo_PSP_Terms_Conditions.pdf

    sproutPOS Terms and Conditions Appendix:
    http://bwpbic.wpengine.com/website/pdf_files/sproutPOS_Terms_And_Conditions_Appendix.pdf