Terms & Conditions

These terms and conditions shall apply as soon as a copy of a recent merchant account statement or transaction summary is received by CPRAS.

1. General

1.1. CPRAS is a private commercial enterprise which operates on a “for-profit” basis.

1.2. CPRAS offer specialist analytical and intermediary services with the aim of facilitating reductions in the cost of processing customer credit and debit card transactions.

1.3. CPRAS will provide the client with Offers of alternative rates. All Offers provided will specify both the new rates proposed and the saving that they represent on an annual basis. These Offers will have been provided by one or more of the following banks:

• Barclaycard Merchant Services
• HSBC Merchant Services
• RBS Streamline Merchant Services
• Santander Merchant Services – Elavon
• First Data Merchant Solutions
• Lloyds Cardnet Merchant Services

At the same time as providing the Offers, CPRAS will also provide the Client with all the contact details for the executive at the bank(s) who made each offer.

1.4. Under no circumstances will CPRAS ever request, or otherwise acquire, the authority to negotiate with card processing service providers, any terms beyond the offer stage. Final negotiation, due diligence and acceptance decisions remain solely the responsibility of the Client. For the purposes of this agreement, any changes made to the offer after it has been provided to the Client by CPRAS, will be the sole business of the Client and the bank concerned and will not be accounted for in Savings calculations.

2. The process and how the CPRAS fee is calculated

2.1. In most cases, no documentation beyond a merchant account statement will be required. In some cases however, it will not be possible to obtain offers without further detail. Where necessary, upon request from CPRAS, the Client shall provide all reasonable information to CPRAS.

2.2. CPRAS shall within 3 months of receiving the Information provide an offer which would reduce the costs to the Client of payment card processing compared with its current rates schedule (‘the Offer’), or shall confirm that it is unable to do so. This period may be extended by agreement between the parties. If CPRAS fails to provide an Offer or fails to confirm it is unable to provide an Offer within 3 months of receiving the Information this contract shall be null and void.

2.3. CPRAS is entitled to a fee of 25% of the savings offered to the Client on charges currently paid or payable to its existing service provider. The invoice total is based on estimated savings and not actual savings. It is agreed that the savings shall be calculated upon the following assumptions:

2.3.1. Minimum Performance Threshold:
No fee will be payable if the minimum performance threshold is not met. The minimum performance threshold requires that an Offer if accepted would enable the Client to make savings amounting to at least 10% of their merchant account costs, or £20,000

2.3.2. CPRAS is entitled to a fee of 25% of the potential savings by the Client on charges on turnover currently paid or payable to its existing service provider (‘Charges’) and other transaction costs for processing credit and debit card payments and for rental of the required hardware currently paid or payable to its existing service provider (‘Other Transaction Costs’). It is agreed that the potential savings shall be calculated upon the following assumptions:

2.3.2.1. For the calculation of savings, turnover will be the same as the Client’s previous 12 month period, and all rates and charges will be as per the statement provided or, if applicable, a schedule of impending changes supplied by the current provider.

2.3.2.2. Other Transaction Costs are the same as the Client’s previous 12 months.

2.3.2.3. The volume and value of transactions per card type will remain constant to that described by the merchant account statement provided

2.3.2.4. The term of any offers provided will constitute the time frame over which potential savings are calculated

2.3.2.5. Any additional revenue estimated through offers of revenue share will be added to the potential savings total. For example an offer of DCC revenue share of 1% on estimated non-UK currency transactions of £500,000 would add £5,000 to the potential savings figure.

The savings on Charges for one year and the savings on Other Transaction Costs for one year added together and are multiplied by the new contract term. For example., a new two year contract will multiply the yearly savings by 2.

Example: A Client pays 2.00% Charges on a (credit card) turnover of £0.9M in the previous 12 months together with Other Transaction Costs of £5000. Following an Offer, the Client accepts a new contract for the period of 2 years at 1.5% Charges with Other Transaction Costs of £3500. The saving is £4500 per annum on Charges and £1500 per annum on Other Transaction Costs totaling £6000 per annum. That saving is multiplied by 2 for the length of the contract and totals £12000. The fee is 25% of £12000 equalling £3000 plus VAT

2.3.3. The standard Contract Term for which CPRAS negotiates offers is 24 months. CPRAS are happy to negotiate on the basis of 12 months or 36 months. It is the client’s responsibility to request this variation in writing if it is required. Any such notice should be provided at the same time as the statements.

The offer on which the potential savings calculations are made will be the best offer provided by CPRAS to the client.

2.3.4. VAT is charged on all invoices at the current rate

3. Disclosure

In order to analyse transaction data fully, and to monitor progress at various stages, it is necessary for CPRAS to obtain information from the Client’s current service provider. The Client hereby authorises the current service provider to disclose all information regarding the Client’s existing contract and accounts as requested by CPRAS. The Client will not revoke that authority for a period of 3 months from the date of the contract, and will reinstate or repeat any such authority at the request of CPRAS.

4. When the fee becomes due and payment of the fee

The fee becomes due to CPRAS immediately CPRAS provides an Offer to the Client of any new contract or arrangement with any service provider (including the Client’s existing service provider) which is upon better terms than the Client’s existing contract or arrangement by at least one of the following thresholds:

(a) A potential saving of at least 10% as against current charges , or

(b) a total potential saving of at least £20,000

The Client shall pay the fee to CPRAS within 7 days of invoice . The Client will pay interest on any late payments at the rate of 1% per month apportioned on a daily basis.

CPRAS reserves the right to pass accounts that remain unpaid after 7 days to a collection agency. Any costs charged by collection agents are the responsibility of the Client.

5. Notices

Any notice invoice or other communication shall be validly served on the other party by one party serving the other on the address shown on page 1 of this agreement or at any other address provided including email addresses.

6. Confidentiality

CPRAS will not disclose any information it has been given by the Client except where necessary to carry out its processes under this contract and only to those service providers being contacted by CPRAS with a view to obtaining an Offer.

7. Authority

The client attests that in providing a copy of a recent merchant account statement, or summary thereof, that they accept these terms and conditions, they have the authority to do so and understand that these terms and conditions are the only terms and conditions to form the contract between the parties.

End of Terms and Conditions