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8953-FC-21-08business must be advised to CIBCFirstCaribbean to ensure continuity of service.4. The Merchant will not disclose or remit to anythird party or use the names or account numbersappearing on a Qualified Card or contained on itsmagnetic strip or chip or any document or formwith these names or numbers for any purposeother than completing an authorized transaction,except as required by law or with the writtenconsent of the Cardholder. The Merchant will notcompile any list of Cardholder or transactioninformation. The Merchant agrees to keep secureall information related to Cardholders andtransactions (including but not limited tocustomer contracts and rental agreements) andwhen no longer required to be retained, to destroysuch documents in a manner that ensuresinformation thereon is no longer readable andaccessible. This clause shall survive terminationof this Merchant Agreement.5. The Merchant should attempt within reason toretain Qualified Cards when requested to do so bythe Card Authorization Centre. CIBCFirstCaribbean may, subject to agreement, pay theMerchant a fee for each Qualified Card that isrecovered or retrieved.6. CIBC FirstCaribbean may have access to,examine, and verify all the Merchant’s sales draftand credit voucher records during regularbusiness hours upon giving reasonable notice tothe Merchant.7. The Merchant is responsible for the security of allequipment it may utilize and is liable for anyunauthorized use of it. Notwithstanding anythingin this Merchant Agreement, the Merchant willpermit CIBC FirstCaribbean and its agent’saccess to its premises (or where any PIN pad islocated) at any time to gain access to the PIN padand terminal to verify the integrity of the software,firmware or hardware and to replace faultyequipment and where the equipment is owned bythe merchant CIBC FirstCaribbean willrecommend that the equipment be changed.8. The Merchant agrees to take all reasonableprecautions to ensure that all Point of Sale stationsare closed and unavailable for use after businesshours. The Merchant also agrees to advise CIBCFirstCaribbean immediately if it suspects that anyPoint of Sale station has been tampered with or ifany PIN pad whether or not it belongs to CIBCFirstCaribbean - has been lost or stolen.9. The Merchant agrees to follow securityprocedures as advised by CIBC FirstCaribbeanand to ensure its employees are familiar withthem. The Merchant will not allow any device tobe connected to a Point of Sale station, or any partof it,without first obtaining CIBCFirstCaribbean’s written permission.10. This Merchant Agreement is subject to, and theMerchant agrees to be bound by, the operatingregulations and rules of VISA, MasterCard,Discover and any other card association ornetworkorganizationcoveredbytheAgreement(s), as any of such referenceddocuments may be modified from time to time.CIBC FirstCaribbean may, from time to time,issue written directions (via mail, e-mail orposting to CIBC FirstCaribbean’s Internet site)regarding procedures to follow and forms to useto carry out the Agreement(s). These directionsand the terms of the forms are binding as soon asthey are issued and shall form part of the termsand conditions of the Agreement(s).11. For avoidance of doubt, the parties to thisMerchant Agreement acknowledge that theyagree to be bound by all applicable operating rulesand regulations (the “rules”) of Visa, MasterCardand Discover, any other payment card associationthat is applicable to this Agreement (collectivelythe associations). This also includes, but is notlimited to the Payment Card Industry DataSecurity Standards (PCI DSS), Visa’s AccountInformation Security (AIS) Standards andMasterCard’s Site Data Protection ProgramStandards as well as any other Association,network, or government agency rules related tothe protection of consumer and transactioninformation security. The parties alsoacknowledge that the associations referencedherein publish and make available their rules,bulletins, alerts, and directives and agree that it iseach parties sole responsibility to review andcomply with any such publications as may beapplicable to them for compliance with the rulesand this Agreement.12. If the Merchant makes arrangements with a thirdparty for the purpose of collecting, processing orstoring Cardholder names, account numbers orother transaction information, the Merchant isresponsible for ensuring such third party’scompliance with card association and networkorganization requirements related to Cardholderand transaction information, confidentiality andsecurity, including but not limited to the PCI DataSecurity Standard. The Merchant will execute awritten contract with such party that includesobligations substantially similar to the ones in theAgreement regarding confidentiality, informationsecurity and PCI compliance and the right toinspect the third party’s premises and computersto validate compliance.1. Visa’s Operating Regulations and PCI DSSRequirements explicitly prohibit the storageof the full contents of the magnetic stripeonce the authorization process is completedon any POS equipment. Visa regulations andthe PCI DSS also prohibit the storage of theCard Verification Value2 (CVV2) andPersonal Identification Numbers (PINs) orPIN blocks.13. Merchant and any agent of the merchant shallstore card information in an area limited toPage 3 of 14The CIBC logo is a trademark of Canadian Imperial Bank of Commerce, used by FirstCaribbean International Bank under license

8953-FC-21-08authorized persons and prior to discarding shalldestroy information in a manner that renders dataunreadable.14. Merchant must limit the storage amount andretention time to that which is required forbusiness, legal and/or regulatory purposes for aperiod not exceeding 12 (twelve) months.15. The Merchant agrees to provide CIBCFirstCaribbean with annual audited financialstatements within 90 days after the end of eachfiscal year. Such financial statements shall beprepared in accordance with generally acceptedaccounting principles. The Merchant shall alsoprovide such other financial statements and otherinformation concerning its business and itscompliance with the terms and provisions of thisAgreement, as CIBC FirstCaribbean mayreasonably request. The Merchant shall authorizeCIBC FirstCaribbean to obtain from third partiesfinancial and credit information relating to theMerchantinconnectionwithCIBCFirstCaribbean’s continuing evaluation of theMerchant’s financial and credit status. CIBCFirstCaribbean may also access and useinformation, which the Merchant has provided, toCIBC FirstCaribbean for any other reason. Uponrequest, the Merchant shall provide to CIBCFirstCaribbean or its representatives reasonableaccess to the Merchant’s facilities and records forthe purpose of performing any inspection and/orcopying of its books and/or records deemedappropriate.16. Subject to the rules of the Card Association,CIBC FirstCaribbean requires merchants todisclose any arrangement with a third party tocollect, process or store cardholder data, and beresponsible for ensuring such third party complieswith Card Associations PCI DSS, and CIBCFirstCaribbean terms and conditions relating topersonal cardholder information, payment cardand transaction, confidentiality and security. Themerchant also agrees that any third partyarrangement must be documented with a writtenexecuted contract which refers to the obligationssubstantially similar to that contained in y, information security, and PCIDSS.Fees and Charges1.2.3.The Merchant agrees to pay CIBC FirstCaribbeana fee, called a Merchant Discount Rate (“MDR”)for credit card services. The MDR will be debitedto the Merchant’s Account.The Merchant agrees to pay a transaction fee, asestablished periodically by CIBC FirstCaribbeanfor debit card transactions, terminal authorization,draft deposit services, and further services as maybe purchased in the future.If the Merchant rents or leases its terminal, itagrees to pay a monthly rental fee in advance foreach piece of Equipment CIBC FirstCaribbean4.5.6.7.8.9.provides to it. The Merchant also acknowledgesthat CIBC FirstCaribbean will automatically debitits Merchant Account for this rental fee.The Merchant also agrees to pay any other fees,charges or penalties levied upon FirstCaribbeanby any credit card company or related processorswith respect to the operation of any accountscovered by this Merchant Agreement.The Merchant agrees that all fees, charges,credits, or adjustments that it may owe constitutea debt that is payable on demand, and that CIBCFirstCaribbean may debit its Merchant Account orany other account held in the merchant’s namewith CIBC FirstCaribbean for this debt withoutprior notice. Any debt will create a right of set-offin favour of CIBC FirstCaribbeanIf a debit results in an overdraft on the MerchantAccount or any other account held with CIBCFirstCaribbean, the Merchant will, on demand,pay to CIBC FirstCaribbean the amount of theoverdraft together with all applicable interest andfees. In the event that it fails to pay these charges,the Merchant agrees that if it provides legalservices, CIBC FirstCaribbean will debit only itsgeneral account and not a trust account.CIBC FirstCaribbean fees and charges are subjectto periodic review based on the level of businessdeclared by the Merchant and business actuallyprocessed. All Fees and charges are subject tochange, and CIBC FirstCaribbean reserves theright to institute a new fee structure by givingthirty- days (30) written notice.The Merchant also agrees to pay for any chargesincluding batch error fees related to deposit errors.The Merchant also agrees to pay all Chargebacksand related costs arising from their transactions.The following are the top 10 Chargeback reasoncodes:a. Cardholder or Card issuer requestsa copy of the sales slipb. Cardholder did not authorize thetransaction.c. Non-matching account numberd. Transaction was processed more thanonce to the same cardholder.e. Sales slip was not imprintedf. Credit not processed.g. No authorizationh. Non-receipt of merchandisei. InvalidT&E(TravelandEntertainment) transaction.j. Card used before effective date or afterexpiration date.CREDIT CARD TRANSACTIONS1.a.Processing Credit Card TransactionsWhen a Cardholder presents a credit card forpayment, the Merchant agrees that it will:Sell goods and/or services at the ticketed ormarked price;Page 4 of 14The CIBC logo is a trademark of Canadian Imperial Bank of Commerce, used by FirstCaribbean International Bank under license

8953-FC-21-08b.c.d.Not spread a purchase over more than one salesdraft;Not charge fees or additional charges when acredit card is used for payment;Not require a minimum or maximum purchaseamount before it will accept the card for e2.3.RentalNotwithstanding the terms and conditions of anywritten pre-authorization form, the sales draft amountof any lodging or vehicle rental transaction which hasbeen pre-authorized shall include only the portion ofthe transaction, including any applicable taxes,evidencing a bona fide renting of real or personalproperty by Merchant to a cardholder and shall notinclude any substantial charges. Nothing herein isintended to restrict the Merchant from putting intoeffect the terms and conditions of its pre- authorizationform through means other than a card transaction.4.5.Issuing Credit Voucher8.1.9.2.The Merchant is responsible for issuing a creditvoucher to cover any refund or other moneyadjustment unless CIBC FirstCaribbean has notcredited the amount to its Merchant Account or ifit has been charged back to its Merchant Account.The Merchant also agrees to settle all cardholderdisputes and claims directly with the cardholderswithin a reasonable time. This clause shall survivetermination of this Merchant Agreement.If the Merchant uses a POS terminal to processcredit card transactions, it agrees to follow theprocedures pertaining to end-of-day balances asset forth in the section entitled “Using theMerchant’s Point of Sale Terminal to DepositSales standing any authorization or approval of atransaction which may be given by or on behalf of theissuer of a credit card, CIBC FirstCaribbean maycharge back to the Merchant for immediate payment,or deduct from any payments due to it, or chargeagainst its Merchant Account the total amount of anysales draft, in any of the following circumstances (or ifCIBC FirstCaribbean reasonably believes that any ofthe following circumstances has occurred or is aboutto occur): This section is in keeping with the rules andregulations of the Card Associations.1.16.17.18.The Cardholder claims that the signature on thesales draft is forged or unauthorized provided19.that the signature is not reasonably similar to thaton the signature panel on the Qualified Card.The Cardholder claims the merchandise has beenreturned to the Merchant or was not received bythe Cardholder.The Cardholder claims that he/she is dissatisfiedwith an aspect of the transaction. The serviceswere unsatisfactory. (Customer must provideevidence that the service or product sold isunsatisfactory and differs with what wasprovided).A sales draft exceeds the floor limit.A sales draft was not authorized and approved byeither CIBC FirstCaribbean or the cardassociation.A sales draft is illegible.A sales draft refers to an expired Qualified card orone that CIBC FirstCaribbean notified theMerchant not to accept or one which itsemployee(s), agents or other person(s) acting forthe Merchant at the time of processing the salesdraft knew or ought to have known was stolen,altered or counterfeit.Another method of payment was used by thecustomer for the goods and services.It includes a cash advance from the Merchant tothe Cardholder or the Merchant.There has been an attempt to reduce or disguisethe amount of a single transaction by using morethan one sales draft. This is known as Splitticketing.The Cardholder claims that an Internet, telephoneor mail order transaction was made by someoneother than the Cardholder.Copies of the same sales draft have beendeposited more than once or CIBC FirstCaribbeanhas credited the Merchant’s account more thanonce with the same sales draft.A transaction on a sales draft took place prior toor after the embossed valid date on the card.The transaction is charged back for any otherreason pursuant to card association’s regulations.The transaction is otherwise unacceptable underthe regulations of VISA, MasterCard or otherapplicable card association.The Merchant has processed any transaction formerchandise sold or services performed bysomeone other than the Merchant; except in thecase of mail or telephone charges, it has not usedan imprinter or the electronic equivalent tocomplete a sales draft.The transaction is for any reason illegal, null, voidor invalid.The Merchant has deposited or attempted todeposit sales drafts for fictitious transactions, cashadvances to the Merchant, or if the Merchant hasotherwise defrauded or attempted to defraud.The Merchant has failed to comply with the termsof this Merchant Agreement.Page 5 of 14The CIBC logo is a trademark of Canadian Imperial Bank of Commerce, used by FirstCaribbean International Bank under license

8953-FC-21-08DEBIT CARD TRANSACTIONS1.2.3.4.5.When a cardholder presents a debit card, theMerchant agrees to:1. Sell goods and /or services at theticketed or marked price;2. Provide Qualified Card service freeof charge;3. Process a refund by paying thecardholder cash, if the Merchant agreesto accept a return of merchandise;4. Not require a minimum ormaximum purchase amount before theMerchant will accept the card forpayment;5. Process all transactions according tothis Agreement and any writteninstructions from CIBC FirstCaribbean;The Merchant also agrees to follow these steps tocomplete the transaction:1. Enter the information for thetransaction to the Point of Sale terminal.2. Kindly ask the Cardholder to enterhis or her PIN and verify the amount ofthe transaction by using the PIN pad.CIBC FirstCaribbean will then processthe request for authorization andapproval.3. Promptly act on the instructionsdisplayed by the terminal which is eitheran authorization number, a declinenotice, a message to try again, or othersuch similar instructions.4. Always provide the Cardholder withthe transaction record regardless ofwhether the transaction was approved ordeclined.5. The Merchant agrees to notify CIBCFirstCaribbean within one (1) businessday if a Point of Sale terminal is notfunctional.6. If a Point of Sale terminal displaysan "error" message, the Merchant agreesto immediately telephone CIBCFirstCaribbean at the telephone numberprovided and await instructions.The Merchant agrees that CIBC FirstCaribbeanhas the right to accept that all debits, which areprocessed by the Merchant, are duly authorized bythe Cardholder encoding his or her PIN.The Merchant agrees to maintain evidence of eachdebit transaction for eighteen (18) months afterthe transaction date and thereafter to maintaineither a photocopy or microfilm of sales drafts forthe legally required period of seven (7) years. Thisclause shall survive termination of this MerchantAgreement.The Merchant agrees not to install or operate thePIN pad in a location that will allow easy visibilityby third parties when the PIN pad is in use by aCardholderRisk Management1.2.3.As a condition of accepting the Merchant as amerchant hereunder, CIBC FirstCaribbean at itsoption shall require that the Merchant pay asecurity deposit prior to commencement ofservices to secure the performance of itsobligations under this Merchant Agreement.At any time, as a condition of CIBCFirstCaribbean’s acceptance of the financial riskassociated with the processing of transactions forthe Merchant, CIBC FirstCaribbean may, at itsoption, require a reserve account to secure theperformance of its obligations under thisMerchant Agreement. We shall set the initialamount of such Reserve Account in our solediscretion, based upon the Merchant’s processinghistory and the potential risk of loss to CIBCFirstCaribbean.The Reserve Account shall be fully funded uponthree (3) days’ notice to the Merchant, or ininstances of fraud or an Event of Default, reserveaccount funding may be immediate. Such ReserveAccount may be funded by all or any combinationof the following:a.One or more debits to the Merchant’sSettlement Account or any other accountsheld by CIBC FirstCaribbean or any of itsaffiliates;b.One or more deductions or offsets to anypayments otherwise due to the Merchant;c.The Merchant’s delivery to CIBCFirstCaribbean of a letter of credit; ord.4.5.6.7.If CIBC FirstCaribbean so agrees, theMerchant pledge to CIBC FirstCaribbean ofa freely transferable and negotiablecertificate of deposit.Any such letter of credit or certificate of depositshall be issued or established by a financialinstitution acceptable to us and shall be in a formsatisfactory to us.In the event of termination of this Agreement byany party, an immediate Reserve Account may beestablished without notice in the manner providedabove. We will hold any Reserve Account for thegreater of ten (10) months after termination of thisAgreement or for such longer period of time as isconsistent with our liability for Card transactionsin accordance with Association Rules.The Merchant’s funds held in a reserve accountmay be held in a commingled Reserve Accountfor the reserve funds of CIBC FirstCaribbean’sClients, without involvement by an independentescrow agent.If the Merchant’s funds in the Reserve Accountare not sufficient to cover the Chargebacks,adjustments, fees and other charges due from theMerchant, or if the funds in the Reserve Accounthave been released, the Merchant agrees toPage 6 of 14The CIBC logo is a trademark of Canadian Imperial Bank of Commerce, used by FirstCaribbean International Bank under license

8953-FC-21-088.promptly pay CIBC FirstCaribbean such sumsupon request.Any funds in a reserve account or security depositwill not bear interest, and may be held until thesatisfaction by the Merchant of all of itsobligations under these Agreements and theexpiration of any potentially applicablechargeback rights or indemnity.If the Merchant is renting POS equipment from CIBCFirstCaribbean, the fol

Merchant Agreement outlines the services that are offered to Merchants and details the terms under which these merchant services will be provided. The Merchant Agreement is divided into several easy - to-find sections. After a general introduction, the Merchant will find sections on: Terms . General terms and conditions Merchant's .