Definitions and Interpretation

Last revised 21/09/2017

All defined terms in the Agreement shall have the meaning assigned to them as defined below or elsewhere in the Agreement and shall apply both to the plural and singular forms of each term, as the context may require.  

"Accepted Merchant Requirements" - means collectively (a) the requirements that have been set by the Merchant for the provision of APEXX Merchant Services (b) the acceptance of these requirement by APEXX

"Affiliates" - means each of (a) agents, (b) vendors and (c) contractors of the company, the ultimate parent company, sole trader, any successors and assigns

"Agreement" - means a legally binding contract being entered between APEXX and consenting Party

"APEXX API" - means the Application Programming Interface created, published and owned by APEXX ("Software")

"APEXX Entity" - means each of (a) APEXX, (b) each Affiliate of APEXX, and (c) each third party authorised by APEXX or any of its Affiliates to perform all or any portion of any APEXX Services; provided, however, that APEXX Entity shall not include any Merchant or Introducer Entity.

"APEXX Marks" - collectively means: (a) the trademarks, service marks, logos, and trade names of APEXX and (b) any other trademarks, service marks, logos, trade dress, and trade names of APEXX that are furnished by APEXX to Merchant hereunder.

"APEXX Merchant Services" - means all of the services to be performed hereunder by any APEXX Entity on behalf of a Merchant.

"APEXX Partner Services" - means each of (a) the Merchant Referral Programme and (b) the APEXX API to be performed hereunder by any APEXX Entity

"APEXX Services" - collectively means: (a) APEXX Merchant Services and (b) APEXX Partner Services

"APEXX Website" - means www.apexxfintech.com and any extensions to this URL ("Website")

"APEXX" - means APEXX Fintech Limited

"Applicable Law" - means, collectively, with respect to a Party, any and all laws, rules, regulations, and governmental decrees or requirements that are applicable to such Party with respect to its performance under the Agreement.

"Claim" - means any and all third party suits, actions, or proceedings asserted against any Introducer Indemnity, Merchant Indemnity or APEXX Indemnity, as the context requires.

"Commercial Relationship" - means a contractual Agreement between APEXX and a signing Party that is of commercial relevance and/or benefit to APEXX and/or the signing Party

"Confidential Content" - means Personally Identifiable Information

"Customer" - means each of (a) Person who buys Merchant goods or services (b) Person who interacts with a Merchant in relation to the purchasing of Merchant goods or services

"Data Controller" or "Controller" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) any Affiliate who is responsible for, and must be able to demonstrate, compliance with Data Protection Principles under GDPR and responsible for the initiating and implementing of appropriate technical and organisational measures to ensure and demonstrate continual GDPR compliance.

"Data Processor" or "Processor" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns that enters Agreement with Data Controller to process data, including Personally Identifiable Information.

"Employee Handbook" - means the collective of all APEXX Employee Policies

"GDPR" - means the General Data Protection Regulation

"Intellectual Property" - means any and all of the following, whether arising in a given country, any other jurisdiction, or under any bilateral or multilateral treaty: (a) patents, patent applications, continuations, continuations-in-part, divisionals, and renewals; (b) copyrights; (c) trademarks, service marks, trade names, service names, or trade dress; (d) internet web addresses, URLs, or domain names, (e) trade secrets or know-how; (f) industrial rights, design rights, business processes or business practices; (g) data rights; (h) mask work rights; (i) moral rights; (j) any equivalents of any of the foregoing; (k) any other intellectual property or proprietary rights; (l) registrations of, and applications for, or improvements, translations or derivative works of any of the foregoing; and (m) the right to sue for any present and/or past violation, infringement or misappropriation of any of the foregoing.

"Introducer" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) an individual (also referred to as “Referral Partner”) that enquires, receives and/or accesses APEXX Referral Programme and/or enters a commercial relationship to receive and/or access APEXX Referral Programme.

"Introducer Data" - means any information on any persons relating to the Introducer.

"Introducer Entity" - means each of (a) The Introducer entering into the Agreement, the ultimate parent company of Introducer, and any of its successors and assigns (“Introducer”), and (b) any Affiliate of Introducer (including Introducer); provided, however, that Introducer Entity shall not include any APEXX Entity.

"Introducer Marks" - collectively means: (a) the trademarks, service marks, logos, trade dress, and trade names of Introducer, and (b) any other trademarks, service marks, logos, trade dress, and trade names of Introducer that are furnished by Introducer to APEXX hereunder.

"Merchant" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) any Affiliate, provide that Affiliate shall not include APEXX, that enquires, receives and/or accesses APEXX Merchant Services and/or enters a commercial relationship to receive and/or access APEXX Merchant Services.

"Merchant Agreement" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) any Affiliate, provide that Affiliate shall not include APEXX, that enters a commercial relationship to receive and/or access APEXX Merchant Services.

"Merchant Customer Data" - means any information on a Customer on each of (a) the company, the ultimate parent company, sole trader, any successors and assigns, (b) any persons relating to the company, the ultimate parent company, sole trader, any successors and assigns (b) any affiliates.

"Merchant Data" - means any information on each of (a) the company, the ultimate parent company, sole trader, any successors and assigns, (b) any Persons relating to the company, the ultimate parent company, sole trader, any successors and assigns.

"Merchant Entity" - means the Merchant entering the Agreement.

"Merchant Marks" - collectively means: (a) the trademarks, service marks, logos, trade dress, and trade names of Merchant as identified and (b) any other trademarks, service marks, logos, trade dress, and trade names of Merchant that are furnished by Merchant to APEXX hereunder.

"Merchant Referral Programme" - collectively means: (a) execution of the Referral and Revenue Agreement (b) the process of referring potential Merchants to APEXX with the intention of the Merchant and APEXX establishing and executing a Commercial Relationship (c) the delivery of commission to the Introducer for the successful referral of a Merchant.

"Merchant Referral" - means the Merchant Entity that is referred by the Introducer to APEXX.

"Parties" - collectively means: (a) APEXX and (b) other Party entering an Agreement.

"Partner" - means each of (a) the Introducer or (b) the Technical Partner, entering into an Agreement to access APEXX Partner Services.

"Party" - means the company, the ultimate parent company, sole trader, any successors and assigns that enters a commercial relationship to receive and/or access APEXX Services.

"Person" - means any individual, business entity or other legal entity.

"Personally Identifiable Information" or "Personal Information" - means all data and information that (a) identifies or can be used to identify an individual (including, without limitation, any name, signature, address, telephone number, email address and other unique identifiers); or (b) can be used to authenticate an individual, including any employee identification number, government-issued identification number, user name, password, personal identification number, financial account number, credit card number, debit card number, credit report information, answers to security questions and other personal identifiers.

"Production Readiness Date" - means, for a given Territory, the earlier of: (i) first actual, non-test, and commercial production use by the Merchant of the APEXX Services in such Territory, or (ii) date that the Parties mutually agree in writing that acceptance testing for the APEXX Services in such Territory is completed and determined by Merchant and APEXX to be operational and ready for actual non-test, commercial production use.

"Referral and Revenue Agreement" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) any Affiliate, provide that Affiliate shall not include APEXX, that enters a commercial relationship to receive and/or access APEXX Partner Services.

"Section" - means the referenced section herein, unless otherwise stated.

"Software" - means the Application Programming Interface created, published and owned by APEXX.

"Sub Processors" - means the company, the ultimate parent company, sole trader, any successors and assigns that enters an agreement with Data Processor to process data.

"Technical Partner" - means each of (a) the company, the ultimate parent company, sole trader, any successors and assigns and (b) an individual that enquires, receives and/or accesses APEXX Partner Services and/or enters a commercial relationship to receive and/or access APEXX Partner Services.

"Technical Partner Entity" - means each of (a) The Technical Partner entering into the Agreement, the ultimate parent company and any of its successors and assigns (“Technical Partner”), and (b) any Affiliate of Introducer (including Introducer); provided, however, that Introducer Entity shall not include any APEXX Entity.

"Term" - collectively means the Initial Term and Renewal Terms as set forth in Agreement, unless Agreement is previously terminated pursuant to the terms hereof.