CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SERVICE AGREEMENT

Exhibit 10.15

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS

DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED

WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE

CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE COMMISSION.

SERVICE AGREEMENT

THIS SERVICE AGREEMENT is made and entered into this 20th day of October 2009 (the “Effective Date”), by and between PLANET PAYMENT (HONG KONG) LTD , a Hong Kong company with its principal place of business at 21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR (“Planet Payment”) and GLOBAL PAYMENTS ASIA PACIFIC LIMITED a Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR (“Acquirer”).

Recitals of Fact

WHEREAS, Planet Payment provides certain multi-currency processing and related technology services to acquirers, processors and their merchants including the dynamic currency conversion services as described herein; and

WHEREAS, Acquirer (on behalf of a Card Association Member) provides credit and debit card processing, marketing, technology and related services to Merchants which accept Visa, MasterCard and other credit and debit cards approved for acceptance as a method of payment for goods and services; and

WHEREAS, Acquirer desires to make dynamic currency conversion available to the Acquirer Merchants.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Planet Payment and Acquirer hereby agree as follows:

AGREEMENT

1.                                       DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

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2

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* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The terms defined in this Section 1 have the correlative meanings when used in the singular or plural, as the context requires or implies.  References in this Agreement to articles, sections, subsections and schedules are to articles, sections, subsections and schedules of this Agreement unless specifically stated otherwise.  Other defined terms applicable to this Agreement may appear in the schedules or elsewhere in this Agreement.

2.                                       DYNAMIC CURRENCY CONVERSION PROGRAM

During the Term, Planet Payment shall provide the services described herein for use in connection with the DCC Transactions of Acquirer Merchants located in the Designated Territory.  Planet Payment shall provide the services described herein in compliance with the provisions of this Agreement and with mutually agreeable specifications. The terms of this Agreement shall control in the event there is a conflict between the terms of this Agreement and the mutually agreeable specifications. The obligations in this Agreement are subject to completion of implementation of the Program in accordance with a project implementation plan to be mutually agreed upon and both parties agree to use commercially reasonable efforts to

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complete such plan within a reasonable time after the date hereof and to complete the implementation, in accordance with the time-scales which will be set forth in such plan (as the same may be amended by mutual agreement from time to time).  The following is a description of some of the services in the context of a transaction:

2.1                                 An Acquirer Merchant prices its goods or services in the Merchant’s Local Currency, and a Cardholder decides to purchase such goods or services and presents his Card.

2.2                                 The Acquirer Merchant swipes or inserts the Cardholder’s Card on a POS terminal owned or provided by Acquirer (or Merchant) that is enabled with software to allow for the processing of DCC Transactions.  The POS terminal application determines whether the Transaction is a Foreign Transaction or Domestic Transaction without reference to any currency table.  All Foreign Transactions will initially be routed to Planet Payment via the existing network infrastructure, communications links, and interfaces owned by Acquirer (or a third person) and in mutually agreed formats.  Domestic Transactions will not be routed to Planet Payment, but instead will be routed by the POS terminals via the Acquirer’s existing network to the Acquirer, and all such Domestic Transactions shall be authorized, cleared and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Domestic Transactions.

2.3                                 Prior to submission to the applicable Card Association for authorization and clearing, Planet Payment will identify all Foreign Transactions routed to it by the Acquirer Merchants’ POS terminals as either eligible for processing as a DCC Transaction, or not (i.e., Non-Approved Currency Transactions).  If Planet Payment determines that a Foreign Transaction is a Non-Approved Currency Transaction, prior to submission to the applicable Card Association for authorization, it shall route such Non-Approved Currency Transaction to the Acquirer, where it shall be authorized, cleared, and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Non-Approved Currency Transactions.

2.4                                 Planet Payment shall convert the Purchase Amount of all DCC-eligible Transactions (i.e., Foreign Transactions except Non-Approved Currency Transactions) to the Approved Currency in which the particular Card is denominated at the “Effective Exchange Rate,” which shall be calculated by multiplying the Base Conversion Rate by the Currency Conversion Mark-up, and adding such product to the Base Conversion Rate.  The Cardholder Settlement Amount, along with the Effective Exchange Rate, shall then be communicated by Planet Payment back to the Merchant for communication to the Cardholder in accordance with the Rules applicable to DCC.  This step typically occurs prior to submitting an authorization request to the applicable Card Association, subject to exceptions mutually agreed to by the parties.

2.5                                 If the Cardholder does not choose to complete the Transaction in the Approved Currency of the Card, the Transaction becomes an Opt Out Transaction.  Planet Payment shall, prior to submission to the applicable Card Association for authorization, route all such Opt Out Transactions to the Acquirer, where they shall be authorized, cleared, and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Opt Out Transactions.

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2.6                                 If the Cardholder chooses to complete the Transaction as a DCC Transaction, Planet Payment will submit an authorization request for such DCC Transaction to the applicable Card Association utilizing Planet Payment’s Visa or MasterCard authorization interface, in an amount equal to the Cardholder Settlement Amount (in the Approved Currency of the Card).

2.7                                 All approvals and declines of authorization requests for Transactions shall be routed by Planet Payment to the Acquirer Merchant.

2.8                                 For DCC Transactions that are authorized by the relevant Card Association, each Acquirer Merchant will initiate Transaction batch closings from its POS terminal.  The Planet Payment Switch will receive the batch close command and will prepare the Transactions for clearing to the Planet Payment Merchant Accounting System.  The Planet Payment Merchant Accounting System will receive inbound Transaction clearing files from the Planet Payment Switch and will send authorization log files and deposit files to Acquirer Platform in mutually agreed formats and at mutually agreeable intervals.  Acquirer will out-process the Transactions to Visa and MasterCard through the Acquirer Platform in the Cardholder Settlement Amount.

2.9                                 Once the DCC Transaction has been cleared to the issuer of the Card, the Card Association will settle the Transaction by funding the BIN/ICA account established for Transactions processed by the Acquirer Platform in the Designated Territory in the Acquirer Settlement Amount.  The Acquirer Settlement Amount may differ from the amount submitted to the Card Association for authorization, due to exchange rate fluctuations between the time of authorization and the time of settlement.  Such fluctuation creates a Settlement Gain or Settlement Loss, explained further in Section 4.3(a).  The Acquirer (or HSBC or the relevant Card Association member) shall be responsible for funding Acquirer Merchants for DCC Transactions in accordance with the terms of the agreement between such Acquirer Merchants and Acquirer.

2.10                           On each Banking Day, Acquirer will provide to Planet Payment, in a mutually agreed format, the settlement data files regarding each DCC Transaction submitted to and received from the Card Associations to enable Planet Payment to make calculations and generate reports relating to the Program as required under this Agreement.

2.11                           INTENTIONALLY OMITTED.

2.12                         In the case of a Chargeback, Acquirer will receive Chargeback data from the applicable Card Association.  Acquirer will provide such information to Planet Payment, and Acquirer will be responsible for all Chargeback reporting.

2.13                           If Acquirer chooses to re-present the Chargeback, Acquirer will out-process the re-presented sales (or credits) to the applicable Card Association.  Acquirer will provide to Planet Payment re-presentment data out-processed to the applicable Card Association.  In addition, Acquirer will provide to Planet Payment on a daily basis a data file containing all exception items that are not included in the daily files received from each Card Association, including but not limited to all items rejected by the Acquirer Platform, all items rejected by the Card

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Association edit packages, and all re-presentments input into the Acquirer Platform relating to Foreign Transactions processed through the Planet Payment Platform.

3.                                       RESPONSIBILITIES

3.1                                 BINS and ICAs.  Acquirer will arrange to make available a separate BIN and ICA to process and receive settlement funding of all DCC Transactions processed by Planet Payment in the Designated Territory. The costs of the procurement of such BIN and ICA, as well as any annual fees associated with such BIN and ICA, will accrue to the Program Costs.  Planet Payment shall provide reasonable assistance to Acquirer in applying for the relevant BINs and ICAs and shall configure them as necessary to provide the Acquirer Program and to implement Acquirer’s reporting requirements for Visa and MasterCard Transaction settlement.  Planet Payment agrees that such BINs and ICAs shall be used exclusively for the benefit of the Acquirer.  At no time shall Planet Payment have access to any settlement proceeds relating to any BIN or ICA associated with Acquirer or any member.

3.2                                 POS Modifications, Certifications and Costs; Interchange Compliance Upgrades

(a)                                  Planet Payment agrees that it shall assist in the development of the following POS terminal model applications, and that they will be certified for use with the Program in the Designated Territory in accordance with the project implementation plan, and will be compatible with the Acquirer Platform: Spectra S9090, and Hypercom T4220.  At no charge, Planet Payment shall provide reasonable assistance to the providers of POS terminals used by the Acquirer Merchants in developing applications for additional POS terminal models for use with the Program in the Designated Territory, as well as any necessary modifications to POS devices and applications in order to enable them to operate with the Program. The POS Terminal and Planet Payment terminal switch specification is available free of charge upon request. Planet Payment shall ensure that (a) such applications or modifications thereto meet its certification standards; and (b) the specifications provided by Planet Payment are compatible with the Acquirer Platform, are EMV Compliant (or will be when EMV compliance is required in the Designated Territory), and comply with the Account Security Program, PA-DSS and the Rules and in particular, but without limitation include a specification for the receipt to be printed at the POS terminal for DCC Transactions, which is compliant with the Rules relating to DCC. Planet Payment shall certify such applications and modifications to the Planet Payment Platform.  There shall be no charge for any certification provided in the foregoing sentence. Any costs incurred in connection with this Section 3.2 by Acquirer shall accrue to the Program Costs.

(b)                                 Planet Payment agrees that it shall have no ownership of, or proprietary interest in, any software application developed for the POS devices in connection with the Program, including any modifications thereto, and that all such ownership and proprietary interest shall reside with Acquirer or the POS manufacturer, as the case may be.  Nothing herein shall imply any transfer of Planet Payment’s IP by virtue of delivery of specifications for software applications to Acquirer or Acquirer’s POS manufacturers. Nothing herein shall imply that Planet Payment shall not be responsible for an Infringement Claim arising out of any software application referred to above in accordance with the provisions of Section 8.1.

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(c)                                  In the event that any Acquirer Merchant or Acquirer chooses to use any VAR solution or services in connection with the processing of the DCC Transactions, Planet Payment shall allow such VAR to connect to the Planet Payment Platform at no cost, which shall include the provision of applicable specifications, technical assistance in the implementation of the VAR, and all testing and certification required, provided that (a) such VAR connection shall not require Planet Payment to undertake any development to the Planet Payment Platform; and (b) such VAR connection shall not require Planet Payment to process or route Domestic Transactions, Opt-Out Transactions or Non-Approved Currency Transactions.  Any amounts chargeable by such VAR for the routing of DCC Transactions which are paid by Acquirer and any other costs described in paragraph 2 of Schedule 1 shall be accrued to the Program Costs.

(d)                                 (i)                                     Planet Payment represents and warrants that the Planet Payment Platform is designed to qualify Transactions for the Merchant industries and Card Association Interchange programs that it currently supports and additional industries and programs that it will support in the future at the lowest Interchange rate achieved by Acquirer in the Designated Territory and that Planet Payment shall make such changes as are necessary to ensure the foregoing remains true. The sole remedies of Acquirer for any breach of the warranty and representation in the foregoing sentence shall be those set forth in this sub-section 3.2(d).

(ii)                                  If (a) DCC Transactions processed by Planet Payment suffer an Interchange downgrade which means that such Transactions do not qualify for the lowest Interchange rate achieved by Acquirer in the Designated Territory for the applicable type of Transaction, and (b) such Interchange downgrade occurred as a result of the Planet Payment Platform or of any other act or omission of Planet Payment and was not as a result of the acts or omissions of any third party, including but not limited to any Acquirer Merchant, HSBC or the relevant Card Association member, Acquirer or any of its Affiliates, then Planet Payment shall be responsible to remedy the situation as soon as possible after being notified of such downgrade.  After Acquirer notifies Planet Payment of the occurrence of the Interchange downgrade, Planet Payment shall be responsible to reimburse Acquirer for the additional Interchange amount charged by the Card Association for such downgrades, unless such amount is borne by a third party including the Acquirer Merchant, with respect to all such downgrades which occur after the date of such notification.  If (a) and (b) occurred as a result of the acts or omissions of any third party, including but not limited to any Acquirer Merchant, HSBC or the relevant Card Association member, Acquirer or any of its Affiliates, but if the issue that caused the downgrade can reasonably be resolved by a change within the Planet Payment Platform identified by Acquirer, Planet Payment shall be responsible to make such change as soon as possible after notification of the change by Acquirer and in any event within 30 days thereafter.  If however, the resolution cannot immediately be identified by the parties, Planet Payment shall promptly upon notification of the downgrade apply sufficient dedicated resources as soon as possible in order to try to identify the cause of the downgrade and whether it is something that can reasonably be resolved by a change within the Planet Payment Platform, or whether it is something that is outside of Planet Payment’s control.  If it turns out to be a matter outside of Planet Payment’s control then Planet Payment shall have no responsibility whatsoever under this section, either to remedy the problem causing the downgrades or make any payment to Acquirer.  If a required change to the Planet Payment Platform is identified by either party then

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Planet Payment shall make such change as soon as possible and Planet Payment shall be responsible to reimburse Acquirer for the additional Interchange amount charged by the Card Association for such downgrades, which result from the failure to make such change, unless such amount is borne by a third party including the Acquirer Merchant, with respect to all such downgrades, which occur more than thirty (30) days after the date of notification of the required change to or by Planet Payment.  Nothing herein shall require Planet Payment to routinely report, analyze or investigate Interchange downgrades, except that it shall investigate downgrades and the reasons therefor, when notified of a problem by Acquirer.  In such an event, the parties shall work together to identify the problem, including Acquirer providing assistance with obtaining all regional Card Association information and bulletins, which may be relevant.

(iii)                                 In the event that Acquirer wishes Planet Payment to support Merchant industries and Card Association Interchange programs that it does not currently support, or wishes to change the way in which Planet Payment supports Interchange programs for currently supported Merchant industries then Acquirer shall give Planet Payment advance notice thereof and shall provide Planet Payment with all relevant information, including all regional Card Association information and bulletins to enable it to make required changes to its Platform.  Planet Payment shall use reasonable commercial endeavors to make the necessary changes to support the additional Interchange programs as soon as possible and in any event within 30 days after receipt of all necessary information from Acquirer.  In such an event the provisions of Section 3.2(d)(ii) above shall be applicable on the earliest of (a) the date Planet Payment supports such Merchant industry or Interchange program or (b) on the 31st day after Planet Payment’s receipt of notice in according with the foregoing two sentences.

(iv)                              In addition, in the event that during the term of this Agreement any Card Association offers other incentives, or charges penalties which, in order to be earned or avoided, require Planet Payment to make changes to the Planet Payment Platform or the manner in which the Planet Payment Processing Services are provided, then at the request of the Acquirer but, at no additional cost, Planet Payment shall make such changes within the time periods specified by such Card Association in order for Acquirer to avoid such penalties at the earliest applicable time depending upon the terms of such penalty.  In the case of incentives, Planet Payment shall make such changes and use commercially reasonable efforts to make such changes within the time periods specified by such Card Association in order for Acquirer to earn such incentives at the earliest applicable time depending upon the terms of such incentive.

(v)                                 Any amounts under this sub-section due to Acquirer may be paid by way of deduction from the Planet Payment Revenue, at Acquirer’s option.

3.3                                 Transaction Networks

Initially all Transactions transmitted from Acquirer Merchant POS terminals to the Planet Payment Platform shall be transmitted via a network, consisting of network infrastructure, communication links, and interfaces, provided by HSBC. Acquirer shall make (or cause to be made) (if required) such modifications to the network infrastructure, communication links, and interfaces to facilitate the integration between such network infrastructure, communications links

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and interfaces and the Planet Payment Platform, as necessary for Acquirer to participate in and support the Program.  All costs incurred by Acquirer or charged by HSBC in making such modifications and all costs for utilizing the network in connection with the Program shall be accrued to the Program Costs.  Planet Payment shall not use such network for any purposes other than the Program, without the prior consent of HSBC.

If such network ceases to be available the parties shall explore alternative solutions, which may involve use of third parties’ networks, or a network operated by one of the parties, as the parties may agree at the appropriate time.  All incremental costs incurred in utilizing such networks to transmit Transaction data under the Program shall be accrued to the Program Costs and to the extent that it is agreed that one of the parties is to provide the network, the costs payable to such party shall be no more than comparable third party costs.

3.4                                 Planet Payment Platform.

(a)             Authorization Host  The Acquirer Merchants and certain VARs will utilize the Planet Payment Platform in order to facilitate the authorization of DCC Transactions under the Program.  It is understood that the Planet Payment’s authorization host is a component of the Planet Payment Platform and, as such, the software, technology and processes comprising the Planet Payment authorization host are proprietary to Planet Payment.  Acquirer acknowledges and agrees that for load balancing, back-up or redundancy purposes their traffic may be moved to different Planet Payment sites for authorizations, provided that the service is not affected.  Planet Payment represents and warrants that all sites and Transaction re-routing are operated in accordance with the applicable Account Security Program.

(b)                                 Planet Payment Merchant Accounting System  Acquirer, Merchants and certain VARs may utilize the Planet Payment Merchant Accounting System in order to access data, calculations, and reporting relating to DCC Transactions as provided by Planet Payment hereunder.  It is understood that the Planet Payment Merchant Accounting System is a component of the Planet Payment Platform and, as such, the software, technology and processes comprising the Planet Payment Merchant Accounting System are proprietary to Planet Payment.

3.5                                 Merchant Set-up  Planet Payment will be responsible to set-up a Merchant pursuant to Acquirer’s instructions in accordance with the templates mutually agreed upon by the parties.  It is intended by the parties that for such purpose Acquirer shall prepare and submit to Planet Payment an electronic file containing the required Merchant set-up information, in such form as may be mutually agreed upon by the parties; provided, the Parties acknowledge that initially Acquirer will forward manual boarding forms to Planet Payment until such time as Acquirer is prepared to work with Planet Payment on an electronic file.

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3.8                                 Merchant Customer Service

(a)                                  Planet Payment has provided and will continue to provide training to Acquirer’s personnel in order to enable such personnel to successfully market the Program and shall provide reasonable assistance to Acquirer in training Acquirer Merchants in order to enable them to comply with all Card Association Rules regarding their offering of the Dynamic Currency Conversion service.

(b)                                 In the same manner that Acquirer provides customer service to its Acquirer Merchants regarding non-DCC services, it will also provide first level support (only) to Acquirer Merchants regarding DCC services, which shall mean initial inbound telephonic or written troubleshooting.  Planet Payment will train the designated Acquirer representatives on the DCC process.  Planet Payment’s PWEB system will enable Acquirer to provide the information needed to resolve most Merchant inquiries relating to financial aspects of their DCC Transactions.  If there are questions regarding DCC processing or revenue share that Acquirer cannot answer, Acquirer will liaise with Planet Payment to report and resolve the inquiry.  Planet Payment will make a designated operations point of contact available for such purpose 24 hours a day 7 days a week and the parties will agree on a process for receiving, tracking, and resolving customer inquiries with the Acquirer.

(c)                                  Acquirer shall also provide first-level POS terminal help desk support (initial inbound telephonic or written troubleshooting) for its Acquirer Merchants who have problems regarding the DCC functionality of their POS terminals.  Planet Payment will train the designated Acquirer representatives (or designated representatives from any other entity who may provide terminal support to Acquirer Merchants) on the elements of DCC processing that are pertinent to POS terminals.  Planet Payment’s PWEB system will enable Acquirer to provide the information needed to resolve most Merchant inquiries.  If there are questions regarding DCC processing on POS terminals that Acquirer cannot answer, Acquirer will liaise with Planet Payment to report and resolve the inquiry.  Planet Payment will make a designated POS terminal specialist point of contact available for such purpose 24 hours a day 7 days a week and the parties will agree on a process for receiving, tracking, and resolving POS terminal issues and inquiries with the Acquirer.

3.9                                 Reporting.

(a)           Acquirer Reports.  Planet Payment will perform all revenue calculations and calculate and track the Purchase Amounts, Acquirer Settlement Amounts, Merchant Settlement Amounts, Gross FX Margins, Presentment Gains, Presentment Losses, Settlement Gains, Settlement Losses, and Interchange Differentials for all purposes under this Agreement.  Planet Payment will generate and provide to Acquirer electronic reporting to substantiate all such settlement and revenue calculations, settlement and presentment gains/losses, in a mutually agreed upon format and at mutually agreeable intervals, which shall initially comprise the reports set forth in Schedule 2, paragraphs C2 and C3.  Planet Payment will provide certain personnel designated by Acquirer with full access to the Planet Payment Merchant Accounting System data (which is stored in the Planet Payment Merchant Accounting System) via a secure and Account

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Security Program-compliant web interface, in accordance with mutually agreeable procedures. Planet Payment’s reporting obligations under this section shall be carried out in accordance with Acquirer’s reasonable requirements and Planet Payment represents and warrants that all reports accurately represent all data received by the Planet Payment Platform from Acquirer relating to Transactions, as well as all calculations required hereunder in relation thereto.  Planet Payment shall provide Acquirer with access to PWEB-Multi-BIN Acquirer, PWEB-Acquirer, and PWEB-Participant. Planet Payment shall make PWEB-Participant available to any party designated by Acquirer, who has a reasonable need to use that system for the purposes of the Program.

(b)            Merchant Reporting  Planet Payment shall make available to Acquirer Merchants certain information regarding their Transactions processed under the Acquirer Program, via Planet Payment’s “MWeb” Internet based reporting system, in accordance with the MWeb documentation.  Enhanced or customized reporting and data analytics reports may be provided to Acquirer Merchants but there may be a reasonable additional cost to such Acquirer Merchant in connection with such enhanced or customized reporting, to be agreed by the parties, which shall be shared by the parties in such proportions as they shall agree.

3.10                           Suspension of Approved Currencies  Planet Payment may suspend processing for any Approved Currency in accordance with the following procedure:

(a)                                  If Planet Payment suspends processing for any particular Approved Currency, it shall notify Acquirer in accordance with the contact information set forth in Schedule 2, as soon as practicable after the suspension commences.  Such notification shall be completed within 2 hours of the suspension.

(b)                                 Planet Payment shall within 24 hours after the suspension provide Acquirer a written explanation of the reason for the suspension and Planet Payment’s initial proposal for dealing with the situation.

(c)                                  Thereafter the parties shall promptly meet to discuss the conditions that gave rise to the suspension and endeavor to agree to a methodology for deciding whether and when the suspension can be lifted.

(d)                                 Once the parties are reasonably satisfied that it is reasonably safe to re-commence processing of the relevant Approved Currency, having regard to the currency or other market risks involved, the suspension shall be lifted.

(e)                                  If the parties are unable to agree on the lifting of any suspension, then such suspension shall continue in effect.

3.11                           System Representation.  Planet Payment represents and warrants that all components of the Planet Payment Platform involved in the Planet Payment Processing Services are SAS 70 certified, fully compliant with PCI and the Account Security Program, and have redundant systems with fail over processes for back-up in the event of any disruption of service.  Planet Payment shall ensure that the foregoing representation and warranty remains true throughout the term of this Agreement (including any extensions contemplated by Section 7.5).

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3.12                           Changes to the Service. At any time Acquirer may elect to make changes to the services being provided hereunder or to add features and functionality as long as those changes are currently offered by Planet Payment or can be supported by Planet Payment with a minimal level of effort and provided that such changes shall not require Planet Payment to process or route Domestic Transactions, Opt-Out Transactions or Non-Approved Currency Transactions; all such changes shall be provided at no additional charge by Planet Payment.  In the event Acquirer elects to make changes to the services being provided hereunder or to add features and functionality other than as described immediately above, the parties agree that they will work together in good faith to determine if compensation should be paid to Planet Payment for such changes; provided that in the event any change(s) or enhancement(s) to Planet Payment’s system platform are made that are beneficial to both Planet Payment and Acquirer with respect to revenue opportunities, the parties will negotiate in good faith to determine whether such change(s) and enhancement(s) should be provided at no additional cost(s) and with no adjustment(s) to the Net FX Margin.  Acquirer shall give Planet Payment written notice of the required changes and Planet Payment shall respond within a reasonable time notifying Acquirer whether it can make such changes in accordance with the provisions of this section and if so, giving an estimate of how long it will take to make such changes, and whether (other than those changes described in the first sentence of this Section 3.12) it seeks compensation for making such changes.

4.                                         REVENUE, FEES AND SHARING OF COSTS

4.1                                 Currency Conversion Mark-up.  Acquirer, in its sole discretion, will set the Currency Conversion Mark-up for each Acquirer Merchant location (which will apply to all DCC Transactions submitted to Planet Payment from such location under the Program) and will notify Planet Payment of such Currency Conversion Mark-up in the set up form for such location.  In the event there is a material shift in market conditions, Acquirer and Planet Payment agree to discuss in good faith whether the Currency Conversion Mark-up should be modified.  Acquirer shall have the right to change the Currency Conversion Mark-up for any Acquirer Merchant upon not less than 48 hours notice to Planet Payment.

4.2                                 Distribution of DCC Revenue.

(a)                              Merchant Revenue.  The Acquirer may offer as compensation to its Acquirer Merchants a portion of the Gross FX Margin as compensation for participation in the Acquirer Program (“Merchant Revenue”).  [*] Planet Payment represents that the Planet Payment Merchant Accounting System has the capability to calculate merchant revenue sharing amounts on a per-Merchant basis, at Acquirer’s option. Planet Payment will be responsible for calculating the Merchant Revenue on a monthly basis. Planet Payment shall make reports available and provide files to Acquirer (in a mutually agreeable format and at mutually agreeable intervals) detailing each

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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participant’s revenue share. Planet Payment shall have no responsibility for making any payments of any kind due to Acquirer Merchants.

(b)                             Planet Payment Revenue and Acquirer Revenue.  In consideration of Planet Payment’s services provided hereunder, Planet Payment will be entitled to receive such portion of the Net FX Margin as is set forth in Schedule 1 and Acquirer shall be entitled to the balance as the Acquirer Revenue.  Notwithstanding the above in the event that the calculation pursuant to Schedule 1 results in Planet Payment receiving less than [*] of the Purchase Amount of any DCC Transaction, then the Planet Payment Revenue shall be increased with respect to such DCC Transactions to the extent necessary for Planet Payment to receive [*] of the Purchase Amount of such DCC Transactions.  [*].

(c)                                VAT and Similar Taxes.  In the event that value added taxes or sales taxes are imposed on gross revenues or charges, with respect to the whole or any part of the Net FX Margin, such taxes shall be shared by the parties in the same proportion as they share the Net FX Margin. To the extent that such taxes are recoverable from or chargeable to Acquirer Merchants (or any other third person), such amount recovered or charged shall be shared by the parties in the same proportion as they share the Net FX Margin.  Notwithstanding the foregoing, each party shall be solely responsible for business, income, or other similar taxes imposed (via withholding or otherwise) on the revenue share or other amounts paid to such party under this Agreement.  Acquirer and Planet Payment agree that each has been independently advised that as of the date of this Agreement, payments to Planet Payment are not subject to withholding tax, but this fact may change in the event there is a change in the law of the Designated Territory.

4.3                                 Exchange Rate Fluctuation Risk.

(a)                                  Settlement Gains/Losses.  The parties acknowledge that fluctuations may occur between the currency conversion rates used at the time of authorization and those used at the time of settlement of DCC Transactions by the Card Associations.  Such fluctuations will affect the Acquirer Settlement Amount and therefore the amount of Gross FX Margin that may be earned with respect to particular DCC Transactions, which may be higher or lower than the amount anticipated at the time of the Transaction, thus creating either Settlement Gains or Settlement Losses.  The parties will share such Settlement Gains and Settlement Losses in the proportions in which they share the Net FX Margin unless Acquirer elects to pass through any or all of such Settlement Gains and Settlement Losses to the Acquirer Merchant.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b)                                 Timely Manner.  As a general rule the parties will only bear the exchange rate fluctuation risk for DCC Transactions that are presented to Planet Payment in a timely manner.  As a general rule the Acquirer Merchant shall solely bear the amount of any Presentment Losses incurred for DCC Transactions presented to Planet Payment more than 48 hours following the Transaction date and time (or such other time limit as may be agreed to by the parties).  The Acquirer Merchant shall be charged (or the Merchant Settlement Amount offset by) such Presentment Losses.  Any fee charged to Acquirer Merchants by the Acquirer for such late presentment shall be divided between the parties in the proportions in which they share the Net FX Margin.  All Presentment Losses for any reason not charged to the Acquirer Merchant, and all Presentment Gains not passed through to the Acquirer Merchant, shall be shared by the parties in the proportions in which they share the Net FX Margin.  Although Acquirer shall use commercially reasonable efforts to obtain an agreement of the Acquirer Merchant to cover such Presentment Losses and Presentment Gains, nothing herein shall prohibit Acquirer from agreeing not to pass through to the Merchant such Presentment Losses and Presentment Gains.

4.4                                 Deposit of Proceeds & Calculation of Revenue and Fees.  Card Association daily deposits to Acquirer will contain the Acquirer Settlement Amount, which includes the Gross FX Margin for DCC Transactions successfully processed under the Program.  On each Banking Day the Gross FX Margin and the Merchant Revenue earned in respect of Transactions processed since the last Banking Day shall be calculated by Planet Payment in accordance with the provisions of this Agreement. Planet Payment shall provide web-based reporting (compliant with the applicable Account Security Program) to Acquirer showing all applicable Merchant activity and Transactions and the calculation of payments with respect thereto, on the Banking Day following the Transaction date.

4.5                                 Calculation of Net FX Margin & Payment.  The parties shall exchange information relating to Program Costs (including copies of relevant invoices if applicable) that will need to be deducted from Gross FX Margin in order to calculate the Net FX Margin for the relevant month, by the last day of each month.  Failure to provide a Program Cost incurred in any month does not waive Acquirer’s right to submit such Program Cost at a later date and such Program Cost will be deducted in the month in which it is submitted. Planet Payment shall calculate the Net FX Margin and the respective Revenue shares of all participants in the Acquirer Program for each month and submit a report thereof (“Monthly Revenue Report”) to Acquirer within [*] after the end of each month.  In the event that the Program Costs payable for a particular month exceed the amount of the Net FX Margin earned in that month, then the amount of any excess Program Costs shall be carried forward to the subsequent month(s), until such Program Costs have been credited in full.  If required, within [*] after the end of each month, Planet Payment will submit to Acquirer the relevant payment information file, in order for Acquirer (or the relevant Card Association member) to be able to effect payment to the Acquirer Merchant, the parties and any other participants in the Acquirer Program of their respective Revenue amounts applicable to the Transactions processed for Acquirer Merchants through the Acquirer Program during the previous month.  Payments due from Acquirer to Planet Payment shall be made within [*] after delivery of a Monthly Revenue Report, unless Acquirer objects to such Monthly Revenue Report or the related payment information. Acquirer shall notify Planet Payment if it has objections to any items therein and, as

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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a result, Acquirer does not intend to process the relevant payment on a timely basis.  If the parties cannot resolve the issue expeditiously, Planet Payment shall be entitled to submit a further Monthly Revenue Report and/or payment information, for payment of all items which are not in dispute and Acquirer shall process such payment within a reasonable time after receipt and in any event within [*].  Notwithstanding the foregoing, any failure by Acquirer to notify Planet Payment of any objections or payment by Acquirer hereunder does not prohibit Acquirer from reviewing and disputing such Monthly Revenue Report or payment information at a later date. Notwithstanding the foregoing, any submission of a Monthly Revenue Report or related payment information does not prohibit Planet Payment from reviewing and disputing any Program Costs included therein at a later date.  All payments to Planet Payment shall be made in the currency in which the Acquirer received settlement proceeds from the Card Association for the relevant Transactions or, at Acquirer’s option, in U.S. Dollars.

4.6                                 Interchange Differential.  With respect to any DCC Transaction, it is understood that the difference between the Purchase Amount (at the Base Conversion Rate) and the Cardholder Settlement Amount will incur Interchange costs and assessment costs (“Interchange Differential”).  If Acquirer’s agreement with Acquirer Merchant for DCC services so provides, Acquirer Merchant shall solely bear the amount of such Interchange Differential incurred for DCC Transactions presented to Planet Payment, and the Acquirer Merchant shall be charged (or the Merchant Settlement Amount offset by) such Interchange Differential.  In the absence of such agreement by Acquirer Merchant or in the event that Acquirer is not able to collect such amount from the applicable Acquirer Merchant, such Interchange Differential shall be shared by the parties, in the proportions in which they share the Net FX Margin.

4.7                                 Chargebacks, fines, fees, penalties.  If the Acquirer Merchant does not pay any chargebacks, fines, fees, or penalties due with respect to any DCC Transaction, any such amount shall be borne solely by the Acquirer unless any such chargeback, fine, fee, or penalty resulted from any error or omission by Planet Payments, Planet Payment’s Platform, or Planet Payments Processing Services, in which case, it shall be borne solely by Planet Payment and Planet Payment shall promptly pay any such amount in full to Acquirer or, at Acquirer’s option,  Acquirer shall have the right to deduct any such amounts due from the Planet Payment Revenue due hereunder.

4.8                                 [*].  The purpose of this section is to address new [*] charges, which only apply to [*], or which apply to [*] differently than the way such charges apply to [*]. It is the intent of the parties that (1) any [*] charges which apply to [*] and [*] shall be borne [*]; and (2) any [*] charges which [*] apply to [*], or which apply differently to [*] as opposed to other [*] shall be [*].  The remaining provisions of this section shall be read in the light of this preamble.

(a) Effective [*] will implement a change to its [*], which results in a [*] increase to the [*] with respect to [*] processed hereunder (the [*]”).  The parties agree that with respect to [*] processed hereunder after [*], the [*] applied to the [*] of such [*] shall be deducted from [*] for the

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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purpose of calculating [*].  The balance of the [*] shall be borne [*].  In the event [*], implements a similar increase/change to a [*] with respect to [*] processed hereunder in the future, which affects such [*] to other [*], or if increases such [*] increase applied to the [*] of such [*] shall be deducted from [*] for the purpose of calculating [*].

(b) This provision shall modified to automatically reduce the amount deducted [*] if (i) [*] some or all of the [*] or otherwise removes or reduces the [*], or otherwise makes an [*] payment, or allowance with respect to [*]; or (ii) [*] passes the [*] or any part thereof onto its [*]; or (iii) with respect to any other charge to which the provisions of Section 4.8(a) come to apply there are similar changes by the [*], which reduce or eliminate the impact of such changes on [*].

5.                                       MARKETING AND SALES PROCESS

5.1                                 Marketing & Branding.  Once successfully implemented, the Acquirer shall, as applicable, make the Program generally available to the Acquirer Merchants in the Designated Territory throughout the Term. Acquirer in its sole discretion shall decide how it wishes to market and sell the Acquirer Program.  Acquirer may in its sole discretion refer to Planet Payment in its marketing of the Program and the Program may be described as being “provided through” or “powered by” Planet Payment or some statement substantially similar in form that is reasonably acceptable to Planet Payment.  Planet Payment hereby gives Acquirer a license to use its name, trademarks, and logos in connection with the Acquirer Program.  In the event that there is a repeated breach of the Service Level Standards set forth herein, Acquirer shall be relieved from all obligations contained in this section, until such time as the problem is rectified to its reasonable satisfaction.

5.2                                 Marketing Support.  At no additional cost, Planet Payment will provide such marketing support as Acquirer may reasonably require in connection with marketing the Acquirer Program to Merchants, including but not limited to:

(a)                                  The participation of Planet Payment personnel at meetings or conference calls with Merchants;

(b)                                 Assistance in the creation of collateral materials;

(c)                                Assistance in the drafting of contractual agreements and addenda for Acquirer’s Merchants; and

(d)                               Assistance with training Merchants in the use of Planet Payment’s systems and reports, which will be made available to such Merchants under the Acquirer Program and the operation of the Acquirer Program, including but not limited to use of Planet Payment’s MWeb on-line reporting system and the provision of suitable training materials.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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5.3                                 Non-Solicitation.  Neither Planet Payment nor any of its parents, Affiliates, or subsidiaries shall solicit any Acquirer Merchant to use any services, which are competitive to those of Acquirer or of any Affiliate of Acquirer (including the DCC services contemplated hereunder) during the Term of this Agreement. The foregoing sentence shall survive the termination of this Agreement for a period of three years with respect to Acquirer Merchants who participated in the Program at any time during the term of this Agreement. Nothing herein shall prevent Planet Payment at any time (whether during or after the Term of this Agreement) (a) from providing services to any Acquirer Merchant on behalf of another acquirer or (b) from supporting the activities of another acquirer in the ordinary course, including but not limited to participation in conferences with another acquirer and preparation of general marketing, sales and solicitation materials, provided that in either (a) or (b) above Planet Payment did not participate actively in the solicitation or procurement of such Acquirer Merchant for such other acquirer and provided that no Confidential Information of any kind can be used in any way either during or after termination of this Agreement.

5.4    Continuation of Participation.  Once an Acquirer Merchant has commenced participation in the Program, Acquirer agrees that, during the term of this Agreement, it will not solicit such Merchant to use the services of another DCC provider, including (if applicable) the DCC services of Acquirer and its Affiliates provided that Planet Payment has not repeatedly violated the Service Level Standards.  Notwithstanding anything contained in the foregoing, Acquirer shall have the right to switch an Acquirer Merchant referred to above to any other DCC provider if such Acquirer Merchant specifically requests such other DCC provider. In the event Planet Payment (a) commences offering services as an independent sales organization or acquirer, as such terms are defined in Visa Rules, which are competitive to those of Acquirer or of any Affiliate of Acquirer in the Designated Territory; or (b) is acquired, merges with, or becomes controlled by any person or entity that offers services, which are competitive to those of Acquirer or of any Affiliate of Acquirer in the Designated Territory (other than DCC services), the prohibitions contained in the first sentence of this paragraph shall no longer apply and Acquirer shall no longer be bound by the obligations contained in the first sentence of Section 5.1.

6.                                       INTENTIONALLY OMITTED.

7.                                       TERM OF AGREEMENT, & TERMINATION

7.1                                 Initial Term.  The Initial Term of the Agreement will begin on the Effective Date and will continue for five (5) years (“Initial Term”).  Thereafter, this Agreement will automatically renew for successive one (1) year periods unless terminated by Acquirer by written notice to Planet Payment not less than one hundred twenty (120) days prior to the expiration of the Term then in effect, or unless terminated by Planet Payment by written notice to Acquirer not less than two hundred seventy (270) days prior to the expiration of the Term then in effect.  The “Term” shall mean the Initial Term or any renewal or extension thereof hereunder.  Termination of this Agreement shall be subject to Planet Payment’s agreement to continue all services hereunder as set forth in Section 7.5.

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7.2                                 Breach.  Notwithstanding any term or provisions of this Agreement to the contrary, but subject to Section 7.5 below (continued performance) in the event of any breach or default by either party in the performance of any duty or obligation under this Agreement, the other party may, at its option, by notice to the breaching party, terminate this Agreement if such breach or default is not cured within (i) sixty (60) days of receipt of written notice thereof from the non-breaching party; or (ii) such shorter period of time as may be required by, or in order to remain in compliance with, the Rules or directives of any Card Association or banking regulatory agency or authority.

7.3                                 Termination.  Notwithstanding any term or provisions of this Agreement to the contrary, either party shall be entitled to terminate this Agreement by providing to the other party at least 30 days prior written notice of such termination, if an order is made or an effective resolution is passed or analogous proceedings are taken for the winding up of the other party or all or substantially all of the assets of the other party are expropriated or otherwise placed under the direct control of any governmental entity or the other party is or is deemed to be unable to pay its debts (within the meaning of Section 178 of the Companies Ordinance) or makes a general assignment for the benefit of its creditors generally or has a receiver, manager, liquidator or similar officer appointed over all or a substantial part of its undertaking or assets, or anything similar or analogous to the foregoing occurs in respect of the other party.

7.4                                 Infringement Claims.  Notwithstanding any term or provisions of this Agreement to the contrary, in the event that any legal action is commenced against Acquirer, or any person who is indemnified pursuant to Section 8.1, for an Infringement Claim and in Acquirer’s reasonable opinion based on advice of outside counsel that there is a reasonable chance that such Infringement Claim could be successful on its merits, Acquirer shall have the right to suspend the Program immediately upon notice.

7.5                                 Continuation of Services.  In the event of termination of this Agreement for any reason other than termination by Planet Payment pursuant to Section 7.2 for Acquirer’s non-payment, Acquirer may require that Planet Payment continue for a period not exceeding 12 months after such termination, to process any or all DCC Transactions for Acquirer Merchants participating in the Acquirer Program that it was processing prior to such termination on the same terms and conditions contained in this Agreement, and Planet Payment shall so continue, notwithstanding termination of the Agreement.  Upon the continuation of DCC services under this Section, all Sections of this Agreement (other than Acquirer’s marketing obligations under Section 5.1 and Acquirer’s obligations under Section 5.4) shall continue in full force and effect notwithstanding termination of the Agreement, for so long as any Transactions are being processed for Acquirer Merchants by Planet Payment pursuant to the Program.  In the event of termination of this Agreement for any reason, the parties shall use reasonable commercial efforts to cooperate to make arrangements for the orderly continuation or transfer of services provided to Acquirer and/or Acquirer Merchants hereunder.  This Section 7.5 shall survive termination of this Agreement.

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8.                                       INFRINGEMENT.

8.1                                 Infringement Indemnity.  Planet Payment shall defend or settle at its sole expense any Infringement Claim.  Planet Payment shall defend, indemnify and hold Acquirer, Affiliates, HSBC, any other member bank which Acquirer is using for the purposes of the Acquirer Program, and any of their directors, employees, representatives, parents, Affiliates, subsidiaries, successors, and permitted assigns (“Acquirer Indemnified Persons”) harmless from and pay any and all losses, costs and damages, including reasonable counsel fees attributable to an Infringement Claim.  This indemnity shall not extend to any Infringement Claim to the extent such Infringement Claim results from Acquirer’s or any third party’s unauthorized modification of technology or from incorporation of technology with products or services not provided, authorized, or approved by Planet Payment but only if the Infringement Claim is based upon such modification or from such incorporation. As [*] for its [*] under this Section, [*] has [*] a [*] as set forth in [*] in the [*] of [*]. Such [*] shall remain in place as specified in [*], and shall be [*] only as provided in that [*]. The [*] provided in this Section shall not be subject to any [*] whatsoever.

8.2                                 Control of Infringement Claims.

(a)   Planet Payment shall give the Acquirer prompt written notice of any Infringement Claim of which it becomes aware. Acquirer shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by Acquirer to so notify Planet Payment shall not relieve Planet Payment from its indemnity obligation under this Agreement except to the extent that Planet Payment suffers actual prejudice as a result of such failure.  If an Acquirer Indemnified Person is entitled to indemnification hereunder, provided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Acquirer.  If any Acquirer Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding and Acquirer agrees not to oppose that intervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the Acquirer shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the Acquirer in a timely manner, or (iii) the Acquirer Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the Acquirer Indemnified Person, which may include situations in which there are one or more legal defenses available to the Acquirer Indemnified Person that are different from or additional to

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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those available to Planet Payment. If at any time Acquirer reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, Acquirer shall have the right to assume the control of such defense at the expense of Planet Payment. Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed.  Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein.

(b)  Planet Payment shall keep Acquirer fully informed of the status of any Infringement Claim for which there is an indemnity under this section, including all developments during its pendency and shall consider Acquirer’s views. Planet Payment shall notify Acquirer if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves Acquirer and shall provide information concerning such action as Acquirer shall reasonably request.

8.3                                 Replacement of Infringing Technology.  In the event there is an Infringement Claim or, in Planet Payment’s or Acquirer’s reasonable opinion, there is a reasonable chance of an Infringement Claim, Planet Payment, at its own expense shall take one of the following actions:  (i) use commercially reasonable efforts to secure for Acquirer, the right to continue using the technology; or (ii), replace or modify the technology to make it non-infringing; provided, however, that such modification or replacement shall not materially degrade the operation or performance of the technology, without Acquirer’s written consent.

9.                                       DATA STORAGE

9.1                                 Ownership of Data.  Any data furnished by or on behalf of Acquirer to Planet Payment pursuant to this Agreement and any results of processing Acquirer’s data or derived in any way from Acquirer’s data shall at all times remain the property of Acquirer and shall be considered the Confidential Information of Acquirer. If upon the expiration or termination of the Agreement Acquirer requires a copy of data stored by Planet Payment for archival purposes, Planet Payment shall, at Acquirer’s request, provide Acquirer with a copy of Acquirer’s data which Planet Payment has at such time, in such medium as the Acquirer may reasonably require.

9.2                                 Data Retention.

(a)                                Planet Payment is responsible for retention of all files, databases, backups, logs, and messages required to recreate all output interfaces and to re-execute all processing runs for a period of [*].  All data and information must be retained in

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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such a manner as to allow for the re-creation of any output interface, or the re-execution of any processing run within two business days of request.

(b)                               Planet Payment is responsible for retention of all output interface files sent, or transmitted, to Acquirer for a period of [*], which shall be provided through the web-interface and accessible to Acquirer in accordance with the Planet Payment PWEB standard documentation.

(c)                                Planet Payment is responsible for retention of all month-end merchant and account master files for a period of [*].

(d)                               Planet Payment shall provide Acquirer with all data files requiring long-term (seven (7) year) retention for legal and regulatory compliance.  The specific details of which files need to be sent to Acquirer for long-term retention will be provided by Acquirer from time to time. Planet Payment is responsible for retention of copies of all files provided to Acquirer for long-term storage for a period of thirty (30) days after confirmation of receipt by Acquirer of such files.

10.                                 FILE SECURITY

10.1                           Compliance.  If applicable, Planet Payment shall make reasonable efforts to assist Acquirer with compliance with any applicable security standards.  Planet Payment shall at all times comply with its internal information security standards, the requirements of the applicable Account Security Program, any other information security standards applicable to Planet Payment or Acquirer in connection with the Program, and Acquirer’s policies for information protection (provided that Acquirer has notified Planet Payment in writing of Acquirer’s policies for information protection).

10.2                           Prevention of Loss.  Planet Payment will take commercially reasonable precautions to prevent the loss or destruction of Acquirer’s files, data, programs and other information received and held by Planet Payment.  Planet Payment will use best practices to prevent the alteration of Acquirer’s files, data, programs and other information received and held by Planet Payment. Planet Payment shall maintain back-up files (including off-site back-up copies) of those files, data, programs and other information and resultant output to facilitate their reconstruction in the case of such loss, destruction or alteration, in order to minimize interruption of services.  Planet Payment has provided and will maintain contingency plans, recovery plans and proper risk controls to ensure Planet Payment’s continued performance under this Agreement.  At any time upon Acquirer’s request, Planet Payment shall provide Acquirer, HSBC, any other Card Association member with which Acquirer is working for the purposes of the Program, a Card Association, or any governmental authority, with information regarding, or otherwise allow such persons to inspect, contingency plans and risk controls; provided that Planet Payment shall not be required to provide copies which can be removed from Planet Payment’s premises to Acquirer