These terms and conditions (“Product T&Cs”) contain the terms and conditions that govern your receipt of Merchant Duress 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). 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 to us that you have 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 acquirers in the climate of the current COVID-19 environment, Mastercard will provide Client with access to the Service on a quarterly basis, starting from June 2021.

2. DETAILED PROJECT SCOPE 

Mastercard will provide the following support as part of the Services: (a) Extract the data associated with, but not limited to, spend, chargebacks, refunds over the period of a quarter (3 months) for the Client’s largest 50 merchants (by Gross Dollar Volume); (b) Complete analysis on the trends associated with the transaction data; (c) Conduct external research (e.g. government support / intervention and the nature of the business) to overlay on the analysis; and (d) Produce quarterly merchant portfolio duress reports (“Reports”) and (where required) host conference calls with Client teams to review key highlights in the Reports (“read-throughs”).

The Merchant Duress Analaysis comprises 3 elements: (a) Expert Diagnostic Assessment – Merchant duress is defined and weighted, across 6 different dimensions which reflect the unique nature of the COVID operating climate. These metrics may evolve as the operating climate changes however, as an indication, this would include: (i) Changes to purchase volume (ii) Changes in purchasing pattern (e.g. lowering of ticket size, frequency) (iii) Merchant’s financial health (based on publicly available information) (iv) Presence of pre-payment risk (v) Nature of industry (essential vs non-essential) (vi) Availability of stimulus measure; (b) Insight Led Impact Sizing – Using insights generated from the transaction data and external sources, an impact score will be calculated against each metric for individual merchants; and (c) Comprehensive Portfolio Duress Score Measurement – Weighted scores are assigned to each metric enabling us to compute the overall portfolio as well as individual merchant duress score.

3. DELIVERABLES

Subject to Client providing all support necessary for the Services to be completed in a timely manner, the deliverables to be provided by Mastercard (“Deliverables”), on a quarterly basis, will comprise the following: (a) A Report (at merchant and industry level); and (b) A read-through of the Report.

4. TERM

Client shall have access to the Service for such time as the Service remains a Value-Added Service, and Client remains eligible to receive such Value-Added Service, pursuant to AN4928 (Network Level Services Acquiring for Australia). Upon the cessation of any of the foregoing 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) The purpose of the Reports is not to predict prospects for bankruptcy or voluntary administration for any merchant entity. All statements of fact, opinion, or analysis expressed in the Report are those of the respective analysts involved in the creation of the Report. They do not necessarily reflect formal positions or views of Mastercard. (g) 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. (h) Mastercard and Client acknowledge that the descriptions under the heading “Background and Objectives” above does not form any part of the Services. (i) 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.