These terms and conditions (“Product T&Cs”) contain the terms and conditions that govern your receipt of Authorisation Optimisation Analysis (“Service”) and is an agreement between Mastercard Asia/ Pacific Pte Ltd (“Mastercard”) and the institution (“Client”) on whose behalf you will access and use these Services and Deliverables (as defined below). These Product T&Cs are further subject to the Terms and Conditions set out in the section titled “Additional Terms” in AN4928 (Network Level Services Acquiring for Australia) and AN4929 (Network Level Services Acquiring for New Zealand). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Terms and Conditions. These Product T&Cs take effect when you click the “submit” button presented with these Product T&Cs or, if earlier when you use any of the Services and Deliverables (“Effective Date”). You represent to us that you are lawfully able to enter into these Product T&Cs. If you are entering into these Product T&Cs for an entity, such as the company you work for, you represent that you have the legal authority to bind that entity. If you do not agree to the Product T&Cs or the Terms and Conditions, please do not access the Service.

1. BACKGROUND AND INTRODUCTION

To support acquirer Client in optimizing authorisations related performance (approval rates), Mastercard will undertake a benchmark analysis of the Client’s merchant authorisations and provide recommended actions to improve authorisation performance. Objectives include: (a) Conduct analytics of Client’s merchant authorisation performance across defined key metrics; and (b) Providing a comprehensive authorisations analysis report (“Report”) which will quantify Client performance compared to selected peer group and provide actionable insights and leading practices.

2. DETAILED PROJECT SCOPE AND DELIVERABLES

(a) The table below describes the Mastercard authorisation benchmark study methodology, which is designed to maximize authorisations while maintaining acceptable risk levels.

Acquiring Authorizations Benchmark Analysis

(b) Mastercard will perform the high-level analysis for top merchants associated with the Client where authorisations rate opportunities are identified. Benchmark analysis may include authorisation approval rates by Card Present, Card Not Present, Cross Border vs. Domestic, and other key elements identified in the analysis. (c) For the avoidance of doubt, the scope of Services herein does not include Mastercard pursuing or facilitating meetings with any identified issuing banks or merchants, which may be mentioned as part of the recommendations in the Report.

3. RESOURCES AND TIMELINES

Mastercard will structure the support with the necessary experience to effectively provide the Services with strong implementation, program management, and acquiring expertise. Project timing will vary based on Client readiness, availability, and reliance on the Client providing requested materials and reports.

4. TERM

The Client shall have access to the Service for such time as the Service remains a Value-Added Service. The Client remains eligible to receive such Value-Added Service, pursuant to AN4928 (Network Level Services Acquiring for Australia) and AN4929 (Network Level Services Acquiring for New Zealand). Upon the cessation of any of the preceding conditions, Client access to the Service shall cease.

5. OTHER TERMS AND CONDITIONS

(a) Mastercard and Client will each use commercially reasonable efforts to achieve the goals and objectives of the program(s) or project(s) to which the Services and/or Deliverables relate to the extent agreed, provided, however, that Client acknowledges that Mastercard does not guarantee the achievement of such goals and objectives and will not be liable if such goals and objectives are not achieved. (b) Mastercard may provide certain proposed materials and make certain recommendations in connection with the Service. Client is responsible for reviewing and evaluating the appropriateness of these same materials and recommendations, as well as any decisions made or actions taken by Client in response to such proposed materials and recommendations to Client, against Client’s risk-tolerances and/or other criteria. (c) Mastercard and Client acknowledge and agree that the analyses and data included in the Deliverables shall be subject to all relevant laws and regulations for each applicable country, as well as Mastercard’s contractual obligations and internal confidentiality, privacy, and data analytics guidelines and policies (“Applicable Standards”). In no event will Mastercard be obligated to supply or share any information or data which Mastercard determines, in its sole discretion, would cause Mastercard to be in violation of any such Applicable Standards. Mastercard reserves the right, in its sole discretion, to apply adjustments in order to achieve conformance with such Applicable Standards. The Client agrees that it will not take any adverse decision against individuals based on the metrics which Mastercard provides to the Client. Client shall not use the data, data analytics or insights in the Deliverables in a manner so as to reverse engineer or aid any other party to reverse engineer the data contained in the Deliverables. (d) Where applicable, Client agrees that provision of any data or information to Mastercard is permitted under (i) all applicable laws and regulations, and privacy policies or other statement or disclosure to which such data is subject, and (ii) the terms of Client’s contracts with its customers, contractors or other third parties. Client, in its role as a data controller, instructs Mastercard, in its role as a data processor, to process the personal data necessary to provide the Services and/or Deliverables, to the extent that any personal data is processed. (e) Mastercard will not provide counsel to Client regarding the implications of the laws and/or regulations from a legal and/or compliance standpoint. In performing the Services hereunder, Mastercard may summarize and report legal and regulatory developments but shall not provide any legal advice, recommendations, evaluation, or analysis about such developments. (f) Client acknowledges that any that any material change in Mastercard’s scope of work set forth in these Product T&Cs, whether as a result of revised Client goals or objectives, other Client requests, changes in law, schedule delays, or any other events outside Mastercard’s reasonable control, may require fees, and changes to the performance schedule and/or other terms set forth herein, as determined by Mastercard in its reasonable discretion. Mastercard will notify Client of any such revisions and may not undertake work relating to the revised Services until Client has executed a Statement of Work setting forth such terms, including any fees or other costs which may be the responsibility of Client. (g) Mastercard and Client acknowledge that the descriptions under the heading “Background and Objectives” above do not form any part of the Services. (h) The information contained in these Product T&Cs is confidential to Mastercard, and its disclosure is subject to the confidentiality provisions as set out in the Terms and Conditions.