1.1. EMP SERVICES S.A. is a public limited company under Luxembourg law, with a capital of 31,000 euros, established with its registered at 10 boulevard Royal, L-2449 Luxembourg, registered at the Luxembourg Trade and Companies Register under reference B194492. CFS-ZIPP Limited is a limited company incorporated in England and Wales having its registered office at 790 Uxbridge Road, Hayes, London UB4 0RS United Kingdom, duly registered at the Financial Conduct Authority (“FCA”) under the reference 900027.
1.2. CASHLIB is a payment scheme provided by EMP SERVICES S.A. as an e-money agent of CFS-ZIPP Limited, which is authorized as an e-money issuer in accordance with the laws in force in the United Kingdom at the FCA under the reference 900027.
1.3. CASHLIB enables you to make payments through the use of individually encoded CASHLIB voucher codes. CASHLIB voucher can be purchased at physical points of sale or online. CASHLIB provides an online validation of the presented CASHLIB voucher code to Participating Merchants or on the CASHLIB website enabling your payment to be confirmed.
1.4. A Participating Merchant is a business or other organization that has integrated the CASHLIB payment scheme into its payment processing system and operates under the CASHLIB scheme rules. A list of the Participating Merchants can be found on the Website at www.CASHlib.com
1.5. CASHLIB will not credit any interest to the value of the voucher code.
2- Acceptance of terms and conditions
2.1. You become bound by these terms and conditions set out in this Agreement in relation to any use of the CASHlib payment scheme by becoming the “Holder” of a CASHlib voucher code.
2.2. You are not permitted to transfer or assign your rights under this Agreement to a third party.
2.3. You become a Holder of a CASHlib voucher code by:
2.3.1. receiving a CASHlib voucher code from CASHlib directly or from a Business Partner contracted to distribute CASHlib voucher codes; or
2.3.2. being issued with a new CASHlib voucher code (where you have registered to use CASHlib Tools to manage a previous CASHlib voucher code or where you have submitted a previous CASHlib voucher code to a Participating Merchant or on the CASHlib website for validation as a result of which a new CASHlib voucher code is used to you).
2.4 You cease to be a Holder of a CASHlib voucher code when:
2.4.1. the CASHlib voucher code and amount is submitted to a Participating Merchant or on one of the listed CASHlib branded products on the CASHlib website for validation for payment by CASHlib and the voucher is used; or
2.4.2. that CASHlib voucher code is managed or used on the CASHlib website on any of the CASHlib Products and CASHlib Tools as a result of which the CASHlib voucher code is used; or
2.4.3. the CASHlib voucher code is refunded by CASHlib.
2.5. You may obtain, subject to the processes deployed by CASHlib to detect and prevent fraud, up to 5 CASHlib voucher codes of to 180GBP each in the United Kingdom (250EUR or the equivalent of 250EUR in another currency outside of the United Kingdom unless otherwise restricted to a lower amount) on any one day.
2.6. You may not hold in excess of 900GBP each in the United Kingdom (1250EUR or the equivalent of 1250EUR in another currency outside of the United Kingdom unless otherwise restricted to a lower amount) of CASHlib voucher codes at any time, and these terms and conditions apply to all such CASHlib voucher codes and their use. Failure to adhere to this would constitute a breach of these terms and conditions and will give rise to suspicion of fraudulent and/or criminal activity as a result of which CASHlib reserves the right not to redeem and/or refund the CASHlib voucher code.
2.7. All CASHlib voucher codes are monitored to determine any irregular activity and CASHlib reserves the right to cancel any CASHlib voucher code where the acquisition of a CASHlib voucher code is reasonably regarded as suspicious to CASHlib. In these circumstances you must contact CASHlib customer services as soon as possible in order to verify that all activity in relation to all your vouchers is authorised and lawful. CASHlib will issue new voucher codes to you for the same value as your invalidated vouchers only if you can prove to our reasonable satisfaction that you have acted lawfully and in accordance with this Agreement in every respect. Your failure to do so will lead to the value of all your affected vouchers being permanently forfeited.
2.8. CASHlib reserves the right to refuse to validate a CASHlib voucher code and amount if it reasonably suspects that any breach of any applicable law or regulation or fraud has occurred or is likely to occur.
2.9. You must not use the CASHlib payments scheme and/or CASHlib voucher code for any illegal purpose.
2.10. You must keep proof of purchase of the CASHlib voucher code including the original CASHlib voucher receipt and this proof of purchase may be requested by CASHlib (in addition to any other information we may reasonably require you to provide) to establish that you are the Holder of the CASHlib voucher code as defined in clause 2.3.
3- Receiving a CASHlib voucher code
3.1. CASHlib voucher codes are distributed by Business Partners.
3.2. Such Business Partners may distribute CASHlib voucher codes at retailers and other outlets.
3.3. Business Partners and any associated retailers or other outlets, are listed on the website www.CASHlib.com and you should satisfy yourself that any company purporting to distribute CASHlib voucher codes to you is a CASHlib contracted Business Partner.
3.4. CASHlib is not liable for the validity of any CASHlib voucher codes obtained from any person who is not a CASHlib contracted Business Partner or for any losses or damages resulting from the supply of CASHlib voucher codes from any such persons (whether such voucher code is supplied direct to you, or is obtained by you in the manner described in clause 2.3).
4- Redemption by CASHlib
4.1. Each CASHlib voucher code supplied or generated, including Change voucher codes (see clause 6), will be accompanied by a Use By Date.
4.2. Failing to submit your CASHlib voucher code to a Participating Merchant, on the CASHlib website for use of CASHlib Tools or other listed CASHlib branded products on or before the Use By Date stated will not affect your refund rights; however, the value of your refund will be subject to redemption fee detailed in clause 8 (Refunds & Fees).
5- Making payments with CASHlib at participating merchants or listed CASHlib branded products on the website
5.1. Your CASHlib voucher code can be used to make a payment as described in this clause 5 from the Issue Date (as defined in paragraph 5 of the summary).
5.2. You may use the CASHlib payments scheme to make payments to Participating Merchants and on any listed CASHlib branded products on the CASHlib website. Participating Merchants are listed on the CASHlib website at www.CASHlib.com and you should satisfy yourself that a merchant is a Participating Merchant before submitting the CASHlib voucher code to a merchant as payment. CASHlib is not liable for any loss under any circumstances resulting from the presentation of CASHlib voucher codes to anyone that is not a Participating Merchant.
5.3. Local country regulations may limit the redemption of a CASHlib voucher code to only those Participating Merchants or listed CASHlib branded products on the CASHlib website operating within the country where the CASHlib voucher code was issued and this will be notified at www.CASHlib.com. You should satisfy yourself that a Participating Merchant or listed CASHlib branded product on the CASHlib website can accept a CASHlib voucher code issued in your country before submitting the CASHlib voucher code to the Participating Merchant.
5.4. Upon submission by you of the CASHlib voucher code and face value of the CASHlib voucher to the Participating Merchant, and the presentation by the Participating Merchant to CASHlib of the CASHlib voucher code and face value of the CASHlib voucher, CASHlib will validate the CASHlib voucher code details and will advise the Participating Merchant of the validity or otherwise of the submission.
5.5. In the event that CASHlib shall advise the Participating Merchant that the submission is valid, the Participating Merchant may accept such advice and proceed to accept the CASHlib voucher code as payment.
5.6. Should CASHlib advise the Participating Merchant that the submission could not be validated the Participating Merchant will advise you accordingly.
5.7. Similarly, where the submission is made via the CASHlib website on one of the listed CASHlib branded products CASHlib will notify you whether the transaction is validated or not.
5.8. CASHlib voucher codes are unique 16-digit numbers. Each number applies to a single voucher code for a single stated face value amount and currency. If a CASHlib voucher code and amount submitted to CASHlib for validation matches our issuing records, CASHlib shall be entitled to confirm such validation to the Participating Merchant and redeem the voucher. CASHlib shall not be obliged to undertake any verification of the identity of the person submitting the CASHlib voucher code and amount for validation but shall be entitled to rely on the act of submission as a warranty that you are the legitimate Holder of the voucher code and entitled to use it.
5.9. CASHlib only issues e-money and provides payment services, and has no involvement in any contract or other dealings you have with the Participating Merchant. CASHlib shall not be liable in any way under the terms of that contract or other dealings or in any way arising therefrom.
5.10. Once CASHlib has advised a Participating Merchant that a submitted CASHlib voucher code and amount are validated, CASHlib has no means of subsequently withdrawing such validation and the CASHlib voucher code and amount will be considered redeemed and cannot be used again.
5.11. Any refund of a payment resulting from a claim against a Participating Merchant or listed CASHlib branded product on the CASHlib website is subject to the Participating Merchant’s or the listed CASHlib products own terms and conditions of business and refund policy. You should make yourself aware of such terms and policies before using a CASHlib voucher code to pay.
5.12. Paying with CASHlib voucher codes is like paying with cash, and so you must keep your own records of payments.
6- Reimbursement voucher codes
6.1. If the purchase of physical goods at accredited e-commerce websites cannot be fulfilled, CASHlib will advise the Participating Merchant or listed CASHlib branded product of a new CASHlib voucher code and amount where the amount represents the “change” remaining from the transaction. The Participating Merchant or listed CASHlib branded product shall be responsible for giving you this new CASHlib voucher code and amount.
6.2. Any such “Change” voucher code you receive will be subject to a new agreement under the terms and conditions in effect at that time.
6.3. Participating Merchants have the discretion whether they enable the “change” voucher facility. In the event that a Participating Merchant has not enabled this facility, you will only be able to spend your CASHlib voucher with that Participating Merchant if the face value is exactly equal to the amount of payment you are trying to make. If the amount of payment is more or less than the face value the voucher, the payment will not be successful and the face value of the voucher will not be affected in anyway whatsoever.
7- Security of your CASHlib voucher code
7.1. You are solely responsible for the security and integrity of your CASHlib voucher code. You acknowledge that CASHlib is entitled to act on any request submitted through a Participating Merchant website or listed CASHlib branded product on the CASHlib website for validation without enquiry into the identity or entitlement of the Holder.
7.2. CASHlib shall not be obliged to verify that the person presenting the CASHlib voucher code and amount to CASHlib via a Participating Merchant is the Holder of, or is otherwise entitled to use, the CASHlib voucher code.
7.3. If you have lost your CASHlib voucher, you may contact CASHlib via www.CASHlib.com – contact form – and request that the voucher code is cancelled. You will be asked to provide the CASHlib voucher code, amount, currency and the date, time and place of issue. If the voucher code has not been redeemed prior to such notification CASHlib will normally cancel the CASHlib voucher code and issue a replacement voucher code to you in substitution. CASHlib shall have an absolute discretion to refuse to issue a replacement code, or to delay issuing a replacement if it reasonably suspects fraud, money laundering or other unlawful activity.
8- Refunds & Fees
8.1. Local financial regulations may prevent CASHlib being refunded in some countries and this will be notified in the FAQs section at www.CASHlib.com. CASHlib is not liable for refunds, losses or compensation relating to countries where refunds are not permitted and you should satisfy yourself as to such local regulations before obtaining a CASHlib voucher.
8.2. In countries where authorised, you can request a refund for a CASHlib voucher code subject to the following:
8.2.1. your right to request a refund commences on the Issue Date of the voucher code (as defined in paragraph 5 of the summary) and continues for a period of 6 years after the date on which this Agreement terminates; and
8.2.2. CASHlib voucher codes (or Change voucher codes) must be unused at the time of refund request; and
8.2.3. you must have acquired the voucher from a Business Partner or from CASHlib; and
8.2.4. CASHlib reserves the right to decline a refund request if you cannot prove that you are a Holder of a CASHlib voucher code as defined in 2.3 and you should retain proof of purchase including the original voucher receipt.
8.3. You will need to follow the Consumer Refund procedure indicated by Cashlib Customer Service All provided information will be held by CASHlib in accordance with the Data Protection laws and will not be added to our marketing database.
8.4. Subject to clause 8.2, you can obtain a refund for the full value of the CASHlib voucher, at no cost, if you cancel the voucher within 15 days of acquiring it (the “cancellation period”). After the cancellation period CASHlib will refund the face value of the CASHlib voucher code on request subject to a fee of £15/ 15€ (or the equivalency in another currency) for processing a refund (the “Redemption Fee “) if you ask for a refund:
8.4.1. on or before the Use By Date; or
8.4.2. after the 6 month period following the Use By Date. The Redemption Fee will be shown on the Consumer Refund Application Form available in the FAQs section at www.CASHlib.com).
8.5. CASHlib will apply a monthly charge of £2.50/ 2,50€ (the “Monthly Charge”) to the value of your CASHlib voucher code after the Use By Date, which will be directly deducted from the balance of your CASHlib voucher. This will be calculated on a daily basis
8.6. Fees will be applied to the voucher accordingly until the value of the CASHlib voucher code is reduced to zero or your right to claim a refund has expired.
8.7. The amount of any refund (subject to the above fees) will be paid directly into your bank account. If you would rather be issued with new CASHlib vouchers instead please contact CASHlib customer service, who subject to you having complied with the terms of this Agreement in every respect, will issue you a new CASHlib voucher code less any applicable fees
8.8. All fees will be for the amounts stated above, or the equivalent in another currency.
8.9. Any personal data provided in connection with a refund will be protected as specified in this clause 8.
9- CASHlib Tools and CASHlib rights to restrict access to, suspend and permanently cancel CASHlib vouchers and products
9.1. A number of listed CASHlib branded products including utility programs such as “CASHlib Tools”, are provided to help you use and manage your CASHlib voucher codes. These are made available at www.CASHlib.com. These listed CASHlib branded products and CASHlib Tools are provided for the convenience of Holders of CASHlib voucher codes as defined in clause 2.2. Access to these listed CASHlib branded products and CASHlib tools may be restricted without notice at the complete and sole discretion of CASHlib and CASHlib will have no liability whatsoever for any damages or losses arising as a result thereof.
9.2. CASHlib may temporarily or permanently invalidate CASHlib voucher codes issued by a Business Partner of CASHlib, created via CASHlib tools or any other CASHlib product if, (or in the case of a temporary invalidation, if, pending investigation):
9.2.1. CASHlib has reasonable suspicion of unauthorised use for trade purposes; or
9.2.2. the value of CASHlib voucher codes held exceeds the limit stated in clause 2.6; or
9.2.3. you have redeemed or attempted to redeem a CASHlib voucher code originating from any person who is not a CASHlib contracted Business Partner (in any of the circumstances described in clause 3.4); or
9.2.4. CASHlib has good reason to suspect that the vouchers are associated with suspicious activity which is normally related to fraudulent and/or illegal use.
9.3. If CASHlib has temporarily invalidated your CASHlib code in accordance with clause 9.2, then unless you have confirmed that all activity in relation to your vouchers is authorised, lawful and in accordance with this agreement in accordance with clause 9.5, CASHlib will permanently invalidate (cancel) this CASHlib voucher code on the day after the Use by Date.
9.4. If CASHlib permanently invalidates your CASHlib voucher code it may also permanently invalidate any other CASHlib voucher code supplied to or held by you (whether or not any such other vouchers originate from a person who is not a CASHlib contracted business partner).
9.5. Upon becoming aware that CASHlib has invalidated your CASHlib voucher code in accordance with clauses 9.2, 9.3 or 9.4 above, you must contact CASHlib customer services as soon as possible in order to confirm that all activity in relation to all your vouchers is authorised, lawful, and in accordance with this Agreement. You may be asked to provide proof of identification and your address or location, the original CASHlib voucher details and any other information or actions deemed necessary for the purposes of avoiding any unauthorised use of the CASHlib voucher. You may also be required to give your consent through registration on the CASHlib website for us to undertake checks with 3rd party companies in order to verify your identity. If you can prove to our reasonable satisfaction that you did not use your CASHlib voucher code as envisaged by any part of clause 9.2, CASHlib will issue new voucher codes to you for the same value as your invalidated vouchers.
9.6. CASHlib Products and the use of CASHlib Tools may have fees applied, and these will be clearly displayed before you complete your transaction for the CASHlib product concerned. Should any fees be imposed or increased on either CASHlib Tools or other CASHlib Products notice of such changes will be notified on the website www.CASHlib.com. Any changes will take effect 2 months after the date of posting on the website, and shall apply to your use of the CASHlib payment service after that 2 month period.
9.7. To use CASHlib Tools and the listed CASHlib branded products on the CASHlib website you must comply with the registration requirement which includes registration of an email address and the creation of a password. You agree that you will only register one email address for usage of CASHlib Tools and listed CASHlib branded products and acknowledge that if you register multiple email addresses this can be regarded by CASHlib as suspicious activity.
9.8. To use the listed CASHlib branded products on the CASHlib website you must also comply with the KYC (“Know Your Customer”) registration requirements in order to utilise the CASHlib Products fully. See clause 11.2 (Identification).
9.9. CASHlib may monitor all issuance, redemption, CASHlib Tools and listed CASHlib branded products transactions to ensure compliance and to monitor any fraudulent transactions.
9.10. CASHlib reserves the right to permanently cancel any CASHlib voucher codes supplied to you where CASHlib reasonably considers the use of such CASHlib voucher to be unlawful, and/or fraudulent.
9.11. You agree that should further identification and/or verification be required to perform or complete CASHlib Tools or CASHlib Product transactions, you consent to CASHlib performing such CDD (Customer Due Diligence) checks deemed necessary to comply with Anti Money Laundering and Regulatory requirements.
9.12. CASHlib Tools may not be available in all countries. CASHlib is not liable for refunds, losses or compensation relating to countries where CASHlib Tools is not available and you should satisfy yourself as to such local limitations before obtaining a CASHlib voucher.
9.13. The foreign exchange rates to be used when converting the currency of your CASHlib voucher using the CASHlib Tools, will be available to you at the time you proceed with the conversion and are published at www.CASHlib.com
10.1. If you are unhappy in any way with the CASHlib payment scheme or CASHlib voucher codes please try and resolve the matter first with CASHlib Customer Support via the website www.CASHlib.com.
10.2. If you are not happy with the CASHlib response you can ask for your case to be escalated as a complaint. If you are then not happy with the outcome or the way your complaint has been handled, and after 8 weeks has elapsed from receipt of the escalated complaint, you may be able to take the complaint to the Financial Ombudsman Service at the following address:
Financial Ombudsman Service
South Quay Plaza 183 Marsh Wall London E14 9SR
You can also call the Financial Ombudsman using the following telephone numbers:
0800 023 4 567 (calls to this number are normally free for people ringing from a “fixed line” phone – but charges may apply if you call from a mobile phone);
0300 123 9 123 (calls to this number are charged at the same rate as 01 or 02 numbers on mobile phone tariffs); or +44 20 7964 0500 (if you are calling from abroad).
11.1. By acquiring a CASHlib voucher code, you give your consent that CASHlib has the right to perform such CDD (Customer Due Diligence) checks deemed necessary to comply with Anti Money Laundering regulations, or if CASHlib, in its sole opinion, suspect fraudulent use and/or misuse of the payment scheme. You further undertake to cooperate fully to ensure the CDD information required is provided to CASHlib within the time parameters to be specified by CASHlib. Any personal data provided in connection with the KYC process will be held by CASHlib in accordance with the Data Protection Act 1998 and protected as specified in clause 18 below (Privacy of Your Data).
11.2. When you apply to register with CASHlib, we make a number of checks to verify your identity to prevent and detect crime and money laundering. These checks are done using 3rd party agencies and may include supplying your information to Credit Reference Agencies for the purpose of identifying you. The agencies will record details of such searches. The searches will not be seen or used by lenders to assess your ability to obtain credit.
12.1. This Agreement terminates automatically on the earlier of:
12.1.1. the date on which the CASHlib voucher code is used at a Participating Merchant; or
12.1.2. the date on which the CASHlib Tools on the CASHlib website are used to manage the CASHlib voucher code which results in a new CASHlib voucher code being issued; or
12.1.3. the date on which the CASHlib voucher code is used on any of the listed CASHlib branded products available on the CASHlib website; or
12.1.4. the date on which the CASHlib voucher code is refunded; or
12.1.5. the day following the Use by Date, if your CASHlib voucher code has not been used on or before the Use By Date.
12.2. CASHlib may terminate this Agreement immediately if:
12.2.1. CASHlib permanently invalidates the CASHlib voucher code to which this Agreement relates in accordance with clause 9.2 or 9.3; or
12.2.2. you receive your CASHlib voucher code from someone other than CASHlib or a Business Partner; or
12.2.3. you are in serious breach of this Agreement; or
12.2.4. we have reason to believe there has been or may be some illegality or fraud or misuse of the CASHlib payment scheme in relation to your CASHlib voucher code.
12.3. If you are issued with a new CASHlib voucher code (including a Change voucher code), you will enter into a new agreement in respect of that code subject to the terms and conditions effective at that time.
13- Variation of terms
13.1. CASHlib reserves the right to vary these terms and conditions from time to time www.CASHlib.com, including by introducing new terms, for any of the following reasons:
13.1.1. where we reasonably consider it will make the terms and conditions easier to understand or fairer to you or the change would not be to your disadvantage; or
13.1.2. to reflect any changes in the cost of providing our services to you (where the change made will reflect the change in costs to us); or
13.1.3. to take account of a regulatory requirement; or
13.1.4. because of changes to Applicable Law, codes of practice or the way in which we are regulated.
13.2. We may change our fees and charges or introduce a new fee or charge if there is a change in (or we reasonably expect that there will be a change in):
13.2.1. The costs we incur in carrying out the activity for which the fee or charge is or will be made;
13.2.2. regulatory requirements.
13.3. Any change or new fee or charge will be a fair proportion, as reasonably estimated by us, of the impact of the underlying change on the costs we incur in our business.
13.4. Any changes will be notified on our website and will take effect two months after the date of posting on the website (or shorter if required by law) and shall apply to your use of the CASHlib payment service after that two months period.
13.5. You are deemed to accept any changes made unless, before the proposed changes are due to come into effect, you tell us that you want to terminate your Agreement with us and not accept the change. In this case you will be able to terminate your Agreement free of charge.
13.6. For the avoidance of doubt, these terms shall apply to vouchers issued on or after March 1st, 2016.
14- Suspension of service
14.1. CASHlib gives no warranty or representation that its CASHlib payment scheme will be available at all times.
14.2. CASHlib reserves the right to suspend its system when it considers necessary for maintenance or upgrade to the systems. CASHlib will use reasonable endeavours to minimise any periods during which the system is unavailable and where possible will post notice on its website www.CASHlib.com of such suspension.
15- Exclusion of representation and warranties
15.1. CASHlib makes no warranty or representation, either express or implied, as to the suitability or fitness for purpose of the CASHlib payment system in relation to any specific customer requirements, needs or particular circumstances.
15.2. The CASHlib scheme is a method of making payments only. Accordingly, unless we tell you otherwise:
15.2.1. CASHlib gives no warranty, makes no representation and disclaims all liability so far as the law allows with respect to the quality, availability, legality, delivery or any other aspect of your dealings with Participating Merchants; and
15.2.2. The process by which CASHlib authorises merchants to accept payment through the CASHlib payment system does not involve any assumption of responsibility or investigation by CASHlib as to those merchants’ dealings with any particular consumers and you therefore deal with Participating Merchants entirely at your own risk. Any grievance you may have with a Participating Merchant must be pursued with that merchant and not with CASHlib.
16- Limitation of liabilities
16.1. You acknowledge that CASHlib is solely issuing e-money and providing a payment service and that some limitation of liability on CASHlib’s part is reasonable and customary in an Agreement such as this.
16.2. Accordingly, you agree that CASHlib shall not be liable for:
16.2.1. Any validation provided by CASHlib not being acted upon by a Participating Merchant where the Participating Merchant’s failure to act does not result from our wrongful act or omission; or
16.2.2. Any delay or failure to carry out CASHlib’s obligations under this Agreement arising from any abnormal and unforeseeable event outside our control where the consequences would have been unavoidable despite all our efforts to the contrary.
16.3. Save in relation to death or personal injury caused by negligence, in no circumstances shall CASHlib’s liability hereunder exceed the face value of the CASHlib voucher code that is issued to you.
16.4. The Financial Services Compensation Scheme is not applicable to CASHlib voucher codes. No other compensation schemes exist to cover losses claimed in connection with a CASHlib voucher code.
17- Payment for loss and third party claims
17.1. You will pay CASHlib any amount we lose or have to pay arising from any third party claim resulting from your misuse of the CASHlib payment system, or for harm suffered directly or indirectly by CASHlib as a result of your breach or non- observance of your obligations under this Agreement.
18- Privacy of your data
19.1. This Agreement is governed by and construed in accordance with the laws of Luxembourg.
19.2. If you live in Luxembourg then the competent court will be the courts in Luxembourg if you live in Luxembourg.
19.3. If you don’t live in Luxembourg then the competent court will be the courts in Luxembourg if you live in Luxembourg.
19.4. CASHlib reserves the right to assign, subcontract, novate or transfer its obligations hereunder to any third party (a “third party transferee”) without your consent provided that we will only assign or transfer such obligations if, in our reasonable opinion:
19.4.1. the third party transferee to whom we make the transfer is capable of performing this Agreement; and
19.4.2. the way in which you are treated under this Agreement will not be affected in an important way by, or following, that transfer.
19.5. Where we assign or transfer (including by declaration of trust) all or any part of our rights and/or obligations under this Agreement to a third party transferee, references in this Agreement to “we”, “us” and “our” shall be references to that third party transferee.
19.6. Nothing in this Agreement is intended to create any rights which are enforceable by any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999, unless otherwise stated.
19.7. If any clause or part of any clause of this Agreement shall be found to be illegal or unenforceable, then the validity and enforceability of the remainder of the Agreement shall not be adversely affected.
19.8. Any delay or failure by you or CASHlib to enforce or pursue any remedy or right hereunder shall not be deemed to be a waiver of that remedy or right and, unless we tell you otherwise in the case of CASHlib not exercising or enforcing a right or remedy, will not prevent that right or remedy from subsequently being exercised or enforced.
19.9. This Agreement constitutes the entire agreement between us relating to the provision of the CASHlib payment scheme and supersedes any previous agreements and unders.