Platform Services Supplementary Terms and Conditions

1. Definitions specific to platform services

In these terms and conditions (“Terms”) the following words and expressions have the following meanings:

“Account(s)” means the payment account(s) provided by us in accordance with this Agreement 

“Agreement “– means the Fee Agreement and those Agreements, including Caxton’s Base Terms and Conditions, referenced in the Fee Agreement 

“AML Policy” means Caxton’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Caxton 

“Applicant “means a customer of the Customer who applies for use of Platform Services but is yet to be accepted by the Customer as an End User

“Application Programming Interface (API)” means the interfaces provided by Caxton to the Customer to directly instruct Account(s) via the Customer’s own application

“Authorised Users” means Customers employees, officers, agents and independent contractors who are authorised to use the Platform Services and associated documentation

“Available Balance” means the value of funds available on your Account
“Base Terms and Conditions” means Caxton’s base terms and conditions referenced in the Fee Agreement which these Terms are a supplement to

“Commencement Date” means the date set out in the Fee Agreement

“Due Diligence Procedure” means the procedure described in clause 3.2 below

“End User” means a customer of the Customer who utilises the Platform Services. This definition is only relevant for certain Caxton Platform Services

“End User Contract” means the agreement described in clause 4.1 below. This definition is only relevant for certain Caxton Platform Services

“Fees” means those fees payable by the Customer as set out in the Fee Agreement 

“Minimum Term” means the period set out in the Fee Agreement 

“Online Portal” means the interface provided by Caxton for the Customer to access via the public internet

“Payments” means payments by you using the Platform Services. If not stated otherwise referring to Caxton Faster Payments

“Platform Services” means the products and services provided by Caxton as set out in the Fee Agreement 

“Regulator” means the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom

“Transaction” means any debit, credit or other adjustment to an Account that affects the balance of monies held in it

“we”, “us”, “our” or “Caxton” means Caxton Payments Limited, a company registered in England and Wales with number 04610337 and whose registered office is at 2 Leman Street, London, E1 8FA, regulated by the Financial Conduct Authority to provide payment services under FRN 900663

“you”, “your” means the Customer 

2. Obligations 

2.1.  In consideration of performance by the Customer of its obligations under this Agreement and payment of the Fees to Caxton, Caxton agrees to provide the Platform Services to Customer and End Users as set out in these Terms, and the Customer agrees to follow the processes and obligations set out in these Terms. 

2.2.  The Customer shall comply with all legislation and regulation as it applies to the Customer. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement. 

2.3.  Caxton shall not provide the Platform Services to the Customer until the following has been completed: 

2.3.1. the Customer passes any relevant KYB/KYC and compliance checks that Caxton deem appropriate (including providing details of the Customer’s own compliance and KYB/KYC procedure and checks on End Users); 

2.3.2. the Customer has ensured that it has completed any technical implementation with Caxton for the operation of the Account/s or the Platform Services; 

2.3.3. the Customer passes any IT security test and due-diligence evaluation as deemed appropriate by Caxton; 

2.3.4. Caxton approves;

2.3.4.1. the form of template End User Contract as referred to at 4.2; and 

2.3.4.2. the Customer’s data privacy policy. 

3. Application Process 

3.1.  The Customer shall provide an application process (including collecting information from Applicants to enable the Due Diligence Procedure) through which Applicants can apply to become an End User, if appropriate. 

3.2.  The application process shall require each Applicant to provide such information about the Applicant to enable Customer to identify and verify the identity of such Applicant in accordance with all applicable anti-money laundering and counter terrorist financing laws and regulations (“Due Diligence Procedure”). 

3.3.  The Customer shall not make any changes to the application process outlined in clauses 3.1 and 3.2 above, without Caxton’s prior written approval. 

3.4.  The Customer shall not approach, facilitate the introduction of, or accept Applicants who operate in those sectors listed in Caxton’s AML Policy. A copy of Caxton’s AML Policy shall be made available to the Customer on request. 

3.5.  Caxton shall have rights to check that the Customer is following processes and complying with its obligations in this Agreement. 

3.6.  The Customer shall not do anything to bring the reputation of Caxton into disrepute. 

3.7.  Customer acknowledges and accepts Caxton has the right to reject at its sole discretion, an Applicant’s application for any reason. 

3.8.  Caxton shall check the accuracy and completeness of the data provided by the Customer. In the event Caxton finds that the data is incomplete or inaccurate and that this is leading to an increased rate of failure for Applicants in the Due Diligence Procedure, then Caxton reserves the right to review the application process and require the Customer to make changes to the information collected on Applicants. 

3.9. The Customer shall follow all directions given by Caxton including, but not limited to, participating in any training given by Caxton in relation to its systems, AML Policy and the Due Diligence Procedure. The Customer shall provide such additional data that may be requested by Caxton from time to time to ensure compliance with anti-money laundering and counter terrorist financing laws and regulations. 

3.10. The Customer shall inform Caxton and keep Caxton informed of any changes to an End User’s profile, its business activities, or, if it has any suspicion about the End User’s business, its activities, or, any of the individuals representing it. 

3.11. The Customer shall not delegate, sub-contract or otherwise transfer any of its obligations under this Agreement to any third party without the prior written consent of Caxton. 

4. End User’s Contracts 

4.1.  The Customer shall ensure it has a contract in place with each End User (“End User Contract”). 

4.2.  The Customer shall provide Caxton with a copy of its template End User Contract upon request and shall notify Caxton in the event it deviates from the form of the template provided to Caxton and shall provide details of such deviations. 

4.3.  In the event Caxton, in its sole discretion, deems an End User to be in breach of any of Caxton’s relevant compliance policies, risk tolerance or otherwise consider the End User to put Caxton’s compliance with law at risk, Caxton shall have the right to direct the Customer to immediately terminate its relationship with the End User to the extent it covers the use of the Platform Services. The Customer shall ensure it has appropriate provisions with its End User Contract to enable compliance with this clause 4.3. 

4.4.  Customer shall give reasonable notice to Caxton and in any event not less than two months notice in the event the Customer intends to use the facilities of the Account(s) to End Users in a business sector other than agreed between the parties. 

5. Customer Servicing

5.1.  The Customer shall ensure that it and its employees and agents keep secure all login details and other security information required to access an Account and shall ensure that this information is kept confidential at all times. 

5.2.  The Customer shall implement as appropriate Caxton’s reasonable security recommendations it notifies to the Customer from time to time. 

5.3.  The Customer shall not (and shall procure that its employees and agents shall not): 

5.3.1. breach or attempt to breach the security of any Account or any other Caxton product and related systems including, without limitation, accessing or attempting to access any data not intended for the Customer;

5.3.2. interfere with the proper operation of Platform Services or take any action which is likely to cause any services provided by Caxton to be interrupted or degraded; 
5.3.3. interfere or attempt to interfere with the services provided by Caxton to any other customer; or

5.3.4. use the Platform Services or any other services provided pursuant to these Terms other than for lawful purposes and for purposes relating to legitimate business activities. 

5.4. Notwithstanding any other rights or remedies set out in this Agreement, if Caxton reasonably believes; 

5.4.1. the Customer (or any of its employees or agents) are in breach of any of the conditions in this clause 5, or 

5.4.2. the security of the Platform Services or related systems is or is likely to be breached, Caxton shall be entitled to immediately remove the Customer’s access to Accounts and any other services provided under this Agreement. 

5.5.  The Customer will be responsible for ensuring the security of its customer interface and shall procure each End User, its employees or agents do not breach or attempt to breach the security of the customer interface, the Accounts or such other Platform Services and related systems. 

5.6.  Customer acknowledges and agrees that Caxton has regulatory reporting obligations in circumstances where it suffers an event or a series of linked events which has or may compromise the security or otherwise have an adverse impact on the integrity, availability, confidentiality, authenticity and/or continuity of the services comprised in the Platform Services (“Incident”). If Customer becomes aware of any actual or potential Incident, it will notify Caxton as soon as possible and in any event within no longer than 1 hour and will: 

5.6.1. provide the full description of the Incident, including, without limitation, any information that may assist Caxton to promptly and accurately assess the nature, extent and likely consequences and duration of the Incident; 

5.6.2. provide all reasonable assistance in relation to each such Incident as requested by Caxton, which may include: 

5.6.2.1. undertaking detailed investigation into the Incident and reporting its findings to Caxton; and 

5.6.2.2. assisting Caxton with any notification concerning the Incident, as directed by Caxton, to the Regulator or the affected End Users. 

5.7.  In the event that Caxton is required to provide specific information in relation to payments made by an End User in respect of its regulatory obligations, Customer shall comply with reasonable requests of Caxton and in the timeframe specified in order for Caxton to comply with the specific information request. Such a request includes but is not limited to any request under the Regulation (EU) 2015/847 on Information Accompanying Transfer of Funds of 20 May 2015 (the Wire Transfer Regulation). 

6. Audits, Investigations and Record Keeping 

6.1. The Customer agrees that Caxton and any relevant supervisory authority may audit the Customer’s performance under this Agreement, the Customer’s records and information which relates to: 

6.1.1. compliance with the requirements of the application process;

6.1.2. compliance with the terms of this Agreement; and

6.1.3. any licenses and/or approvals that the Customer and/or Caxton may require in order to perform its obligations under this Agreement or provide its services to End Users.

6.2. Any audit may be undertaken by such auditors, professional advisors, agents or employees as Caxton or supervisory authority appoint (“Auditor”).

6.3. In carrying out any audit, Caxton shall procure the Auditor complies with the Customer’s security and confidentiality procedures relevant to the Customer’s site(s). Such procedures must be notified by the Customer in advance of the audit taking place. 

6.4.  The Customer agrees to promptly (and at its cost) carry out any remedial action required by Caxton or supervisory authority (as applicable) to remedy any failures found. 

6.5.  Caxton will only be entitled to undertake one Audit per year save that Caxton will be able to undertake additional Audits within a year as reasonably required if Caxton has evidence of a material failure (including as a result of a previous Audit) by the Customer to comply with the terms of this Agreement, or if requested by the Regulator or other relevant agency. 

6.6.  The Customer shall maintain records (which may be electronic or hard copy) relating to information gathered as part of the Due Diligence Procedure and Transactions made with each End User’s Account in a secure and suitable facility in a location in the UK and/or EEA. Without prejudice to the Customer’s obligations in respect of the Data Protection Laws, all such records (whether electronic or paper) must at all times be kept in a secure manner appropriate to the nature of the information and ensure that all information stored can be reconstituted in a complete and easily readable form. The Customer shall promptly provide such records to Caxton on request. The Customer shall keep such records for a period of six (6) years from the end of the business relationship with the End User to which those records relate. 

6.7.  The Customer shall co-operate with the investigations of Caxton and/or any relevant supervisory authorities into any breach of applicable laws and regulations. 

6.8.  From time to time, on provision of 30 days written notice Caxton may request that the Customer change the type of information it retains and/or the period of retention. On expiry of such notice the Customer will change its information retention policies in accordance with the terms of such notice. 

7. Assignment Transfer and Subcontracting 

7.1.  The Platform Services provided to the Customer are personal to the Customer. The Customer may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Caxton. 

7.2.  The Customer agrees that Caxton may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Caxton may subcontract any of its obligations under this Agreement.

8. Payroll Platform Services Terms (Clauses 8 - 14)

8.1 Your Caxton E-Money Account is an account in which Electronic Money in GBP and/or other currencies agreed between Caxton and Customer in the Fee Agreement is/are stored in exchange for an authorised firm to receive the corresponding funds on your behalf.
When Electronic Money is stored in one of your Caxton E-Money Accounts, Caxton or the authorised firm holding the funds corresponding to the Electronic Money is not the same as a bank holding money for you in that:

8.1.1 The funds in your Account are segregated at all times from our business assets and Caxton will not invest them, lend them to third parties or use them for any operating purposes. Your relevant funds are safeguarded with regulated Financial Institutions and; 

8.1.2 Caxton/the authorised firm cannot and will not use the funds received, in exchange for Electronic Money that has been issued, to invest or lend to other persons or entities; 

8.1.3 your Electronic Money will not accrue interest; and 

8.1.4 your Electronic Money is not covered by the Financial Services Compensation Scheme. The funds corresponding to Electronic Money will be held in one or more segregated bank accounts separately from Caxton’s or the principal firm’s own funds, in accordance with the provisions of the Electronic Money Regulations 2011.

8.1.5 It is not permitted to have a negative account balance.
All corresponding funds are held at a banking institution authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

9. Caxton Platform Services

9.1 Caxton may from time to time make modifications to the Platform Services (including, without limitation, the Software) and deploy updates or upgrades to the Platform Services, provided that the modified and updated services are of a substantially similar functionality to the Platform Services as at the date of this Agreement.

9.2 Caxton shall use reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, subject to any downtime may occur during planned maintenance undertaken by Caxton, which Caxton shall use reasonable endeavours to carry out during non-business hours.

9.3 Save as otherwise agreed by the parties in writing, the Platform Services shall not include any work by Caxton to integrate your systems with the Platform Services. Caxton shall provide in the documentation details of the application programming interface for the Platform Services.

9.4 Caxton will, as part of the Platform Services, provide you with standard customer support services during normal business hours, Monday to Friday, 9am until 5pm, excluding UK Bank Holidays.

9.5 The Caxton Platform is our portal where Caxton Platform Authorised Users can submit payment instructions through:

9.5.1 Pay run submission via file import;

9.5.2 Pay run submission by an authorised third party, such as an accountant; or

9.5.3  Pay run submission by authorised partners, such as payroll or accounting platform.

9.6 The Caxton Platform will allow Caxton Platform Authorised Users to:

9.6.1 See all payments made;

9.6.2 Add, or remove Authorised Users; 

9.6.3 Give users permission to submit and approve payments on the Customer's behalf; and

9.6.4 View the balance and currency of the Electronic Money you hold in Customer’s Caxton E-Money Account.

10. Using your Caxton Account

10.1     If you so opt, your Caxton account can be used for making payments within seconds (“Caxton Faster Payments”).
 
10.2     Payment into your Account may not be added, however, if:

10.2.1 The entity depositing funds is not controlled by you, or
10.2.2 The account is blocked or inactive, or
10.2.3 Caxton suspects any fraudulent activity.
If any of the above applies Caxton may return funds to the originating account.

10.3 Caxton may stop any incoming or outgoing payment if there is any suspicion of misconduct or account usage outside of set boundaries. Upon creating the account, you need to provide expected monthly volumes in predefined categories, such as payroll or supplier payments. A payment may get stopped if:

10.3.1 The amounts significantly differ from previous payments within one category; or
10.3.2    Caxton suspects any fraudulent activity related to the payee account; or
10.3.3 Caxton identifies patterns on your account that may indicate misconduct; or
10.3.4 There is an indication that you are in breach of any regulation, such as FCA or similar.
10.4 If Caxton blocks a payment under the above you will be contacted as soon as possible or in advance, if possible, to explain why we have refused to process the payment, unless Caxton is prohibited by law or has security reasons to do so. In the event this was to happen, Caxton is not liable for any loss this may cause.

10.5 If you opt to make Caxton Faster Payments, you need to provide the full or business payee name, account number, and sort code. Caxton requires you to select between individual and business payees. 

10.6 It is your responsibility to ensure correct payee account details and payment amounts are provided when making any payment. You are responsible if you give us incorrect instructions or mistakenly instruct us to process the same payment more than once.

10.7 You can cancel any payments up to the point it has not yet been processed by Caxton. Once a payment has been processed it isn’t possible to cancel anymore. 

10.8 If a payment is sent to the incorrect recipient or for the incorrect amount. A payment recall attempt can be started if the following are met: 

10.8.1 The payment has not been automatically returned to the sender. 

10.8.2 Every attempt has been made by you to contact the recipient of the money to organise a return of any unwarranted money.

10.8.3 The amount in question is greater than £30.

10.8.4 You complete and provide Caxton with any and all required information in a format of Caxton’s reasonable choosing. 
Caxton accepts no responsibility for the success of any payment recall attempt.

10.9 If you have given permission to an authorised partner (i.e., your accounting firm) to create or authorise payment submissions on your behalf:

10.9.1 You are fully liable and responsible for any actions as if it was completed by yourself; and

10.9.2 In case you receive an invite to join Caxton from an authorised partner you are responsible that any data provided is accurate.

10.10 If you have given permission for Caxton to add bank details to a payee, it is your responsibility to ensure these are correct.

11. Closing your Account

11.1    To close your account, the following steps need to be observed:

11.1.1 The balance in the E-Money account is zero (£0.00).

11.1.2    Disconnect any automatic feeds between the Caxton platform and any third party software.

11.1.3 You request to close your account by contacting Caxton’s help desk.

11.1.4 Pay any outstanding charges owed to Caxton. Your account will be closed when all of the above steps have been fulfilled. Failure to do so may result in you continuing to be charged for the use of the Caxton Platform.

12. Charges

The fees charged by Caxton for use of the Caxton platform are based upon either: 

12.1 Fixed and Variable Pricing 

• Your account is subject to a monthly subscription fee and a payment charge per Caxton Faster Payment. The fees are set forth in your Fee Agreement;
• For any month where no transactions are carried out, the fixed monthly subscription fee will be charged.
  12.2 Fixed Pricing 
• Your account is subject to a monthly subscription fee that is dependent on the number of transactions carried out in that calendar month. The fees are set forth in the Fee Agreement;
• You will be charged as per the number of transactions you carry out in the month with no deferral of unused transactions allowed to be carried forward to subsequent months.
• You will always be charged the subscription fee related to the amount of transactions conducted in a given month, regardless of the fee charged in a previous month.
• For any month where no transactions are carried out, the minimum volume transaction fee will be charged.

12.3 Caxton charges are not deducted directly from your Caxton account. Instead, you will receive a monthly invoice for the preceding month.

12.4 Billing is done via Direct debit, and each invoice is payable within 30 days.

12.5 For any dispute regarding the number of transactions carried out, Caxton’s record of transactions will be classed as definitive and correct. 

12.6 All charges should be paid whilst the dispute is ongoing and both parties will act in good faith to resolve the issue in question.

12.7 Any unpaid, undisputed amount will accrue interest at a rate set forth in Caxton’s Base Terms and Conditions.

13. Your Authorisations

13.1 It is your responsibility that the initial account setup is done by a duly authorised officer of your company or organisation. Caxton may restrict or refuse to authorise any use of your account including payments if using the account is causing or could cause a breach of this Agreement or if Caxton has reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with the Account.

13.2 You must not disclose your Caxton login credentials to a third party unless this is an authorised provider by Caxton.

13.3 You will be liable for all transactions that take place as a result of you acting fraudulently, with gross negligence or failing to comply with this Agreement. Any such transactions and any fees and charges relating to such transactions will be deducted from the Available Balance on your Account.

13.4 It is your responsibility to keep Caxton updated of changes to your business information, such as any significant changes of ownership or changes in directorship at least once a year. 

13.5 Subject to the restrictions set out in this clause and the other terms and conditions of this Agreement, Caxton hereby grants to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Platform Services and associated documentation during the Subscription Term solely for your payments.

13.6 You shall not use the Platform Services for any purpose or in any manner that:

13.6.1 is unlawful, harmful, threatening, defamatory, obscene, malicious, infringing, harassing or offensive;

13.6.2 constitutes or facilitates illegal activity, money laundering or terrorism;

13.6.3 is in breach of any applicable international sanctions;

13.6.4 damages or is reasonably likely to damage the Platform Services;

13.6.5 contravenes any applicable usage policy of Caxton at the relevant time, compromises any security measures of Caxton or introduces onto the systems of Caxton or transmits any Virus; or

13.6.6 causes damage or injury to any person or property.

13.7 You shall not

13.7.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display,  transmit, or distribute all or any portion of the Software and/or documentation (as applicable) in any form or media or by any means; or attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

13.7.2 Access all or any part of the Platform Services and documentation in order to build a product or service which competes with the Platform Services and/or the documentation; or

13.7.3 Use the Services and/or Documentation to provide services substantially the same as the Platform Services to third parties; or

13.7.4 Unless otherwise agreed in writing by Caxton, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform Services and/or documentation available to any third party except End Users or Authorised Users; or

13.7.5 With exception of Authorised Users or End Users, attempt to obtain or assist third parties in obtaining access to the Platform Services and/or documentation.

13.8 If you are in breach of this clause 13 or Caxton reasonably suspects that such a breach has occurred or is likely to occur, Caxton has the right without liability or prejudice to its other rights, to immediately disable your access to all or part of the Platform Services and to suspend any pending Payments, and to remove any content on the Platform Services in each case as it deems necessary in its absolute discretion to address the breach or anticipated breach.

13.9 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform Services and/or the documentation and, in the event of any such unauthorised access or use, shall promptly notify Caxton.

13.10 You shall ensure that each Authorised User shall keep a secure password for use of the Platform Services and documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential. You shall be responsible for all uses of the Service via any access credentials issued to you or any Authorised User.

13.11 The rights provided under clause 10 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours or any subsidiary of such holding company.

13.12 You shall maintain records in accordance with good industry practice in connection with the performance of the Agreement and use of the Platform Services and Caxton and the FCA shall each be entitled to audit such records from time to time to the extent required by regulations or law.

14. Third-Party Providers

14.1 You can instruct a third-party provider to access information on your E-Money Accounts or make payments from your E-Money Accounts online as long as it is open and transparent about its identity and acts in line with the relevant regulatory requirements. We will treat any instruction from a third-party provider as if it were from you.

14.2 We may refuse to allow a third-party provider to access your account if we are concerned about unauthorised or fraudulent access by that third- party provider. Before we do this, we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you immediately afterwards. In either case, we will tell you in the way we consider most appropriate in the circumstances. But we won't tell you if doing so will compromise our reasonable security measures or otherwise be unlawful or breach of regulations. We may make available to a third-party provider a specific means of accessing your E-Money Accounts. If we do, and it tries to access your E-Money Accounts by a different way, we may refuse to allow that access.

14.3 If you think a payment may have been made incorrectly or is unauthorised, you must tell us as soon as possible even where you use a third-party provider.

15. Codat Platform Services Terms

15.1 Customer authorises Company Data (as defined below) to be suitably uploaded to Codat’s platform for use by Codat and Caxton solely for the purpose of providing Codat platform services. Further, Customer agrees that Codat and Caxton may use Customer Data to (i) monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (ii) to enhance or improve Codat’s platform; (iii) to store, use, reformat and distribute and otherwise process such Company Data through the Codat platform or services; or (iv) as otherwise required by applicable law. Caxton acknowledges that neither it nor Codat shall have any rights to and in Company Data save as otherwise set out in this Agreement.

15.2 Customer acknowledges and undertakes that any Company Data so uploaded shall be true and accurate, to the best of its knowledge and is not defamatory, discriminatory, offensive, obscene, indecent or otherwise unlawful or objectionable.

15.3 Caxton will cause Codat to use commercially reasonable efforts to refrain from accessing or using any personal data other than as necessary to provide the Company Data for use by Caxton and Customer.

15.4 For purposes of this Section 15, “Company Data” shall mean data uploaded with Caxton or Customer permission to the Codat platform containing information relating to their businesses.

16. Prevailing Terms

In the event of a conflict between these Terms and the Base Terms and Conditions, the Base Terms and Conditions shall prevail.