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Sample Business Contracts

Framework Agreement - Visa Europe Ltd., Visa Inc., Visa International, Visa USA and Inovant LLC

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Dated                      2007

VISA EUROPE LIMITED

and

VISA INC.

and

VISA INTERNATIONAL

and

VISA USA

and

INOVANT LLC

FRAMEWORK AGREEMENT


This Framework Agreement, together with its Schedules (which form an inseparable part hereof) (collectively, this "Agreement") is made on                    2007

Between:


(1) Visa Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America with a principal place of business at 900 Metro Center Boulevard, Foster City, California 94404 ("Visa Inc.");

(2) Visa Europe Limited a company registered in England and Wales with its registered address at One Sheldon Square, London W2 6TT with company number 5139966 ("Visa Europe");

(3) Inovant LLC a Delaware limited liability company ("Inovant");

(4) Visa International Services Association a Delaware corporation with a principal place of business at 900 Metro Center Boulevard, Foster City, California 94404 ("Visa International"); and

(5) Visa U.S.A. Inc. a Delaware corporation with a principal place of business at 123 Mission Street, San Francisco, California 94105 ("Visa USA").

Whereas:


(A) Visa Europe was a Regional Group Member of Visa International under a Regional Group Membership Agreement entered into on 1 July 2004;

(B) Visa International was a membership corporation established in Delaware, USA, which provided authorization, clearing and settlement services and other services ancillary thereto, in relation to Visa payment transactions to its Members;

(C) Under the Regional Group Membership Agreement, Visa Europe and Visa International provided authorization, clearing, settlement and payment processing services to each other, and services ancillary thereto, in respect of Visa payment transactions;

(D) Pursuant to a Global Restructuring Agreement entered into on June 15, 2007 (the "Global Restructuring Agreement"), Visa Europe has ultimately exchanged its membership interest in Visa International for shares in Visa Inc. and has ceased to be a member of Visa International;

(E) To ensure the continued operation of the global Visa payment network, and in particular, to ensure the continued interoperability of the Visa System, the Parties require the services and obligations in this Agreement to be performed and the specified payments to be made, all in accordance with the relevant terms of this Agreement;

(F) Visa Europe, Visa Inc., Visa USA, Inovant and Visa International are entering into this Agreement for the provision of services to each other and payment in accordance with its terms, including to grant certain licenses as set forth in Schedule 2 and Schedule 3 to Visa Europe in consideration for, inter alia, the Fee.

It is agreed as follows:


1 Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

 

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  1.1 Definitions

When used in this Agreement, the following terms shall have the respective meanings specified below. Any terms defined in a Schedule shall have the same meaning for the purposes of the main body of this Agreement.

"Base Amount" means (i) $6 million per Quarter, for the period from the Effective Date up to but not including the Payment Date; then (ii) $35.625 million less the product of Notional Rate x $1.146 billion, per Quarter, for the Relevant Period; then (iii) $35.625 million per Quarter, for the period from the end of the Relevant Period to the third anniversary of the Payment Date; and then (iv) $35.625 million plus the product of (x) $35.625 million and (y) the percentage increase of the gross domestic product of the European Union for the period from the third anniversary of the Payment Date to the end of the Quarter immediately preceding the most recent annual anniversary of the Payment Date divided by four (4), as reported by Statistical Office of the European Communities (Eurostat), per Quarter thereafter (provided that the Base Amount in respect of any Quarter or part of any Quarter beginning after the third anniversary of the Payment Date shall never be less than the Base Amount for the previous Quarter).

"Charges" shall have the meaning set forth in Schedule 1.

"Effective Date" shall mean the Restructuring Closing Date (as defined in the Global Restructuring Agreement).

"Fee" means an amount in respect of any Quarter equal to the pro rata amount (based on the number of days in such Quarter for which the relevant Base Amount applies) of the Base Amount for that Quarter less for any part of that Quarter in the Post-IPO Period the product of (Notional Rate x Market Value x Number of days in that Quarter which fall within the Post-IPO Period/365), as adjusted in for any increase or reduction pursuant to Section 6.2 of Schedule 3 (Global Sponsorship). In the event that the Fee for any Quarter is a negative amount, the absolute amount of such negative amount shall be carried forward and subtracted in determining the Fee for the next Quarter (and the negative amount of any such Fee for the following Quarter, including any carry forward from one or more preceding Quarters, shall continue to be applied to subsequent Quarters until the absolute amount of all such carry forwards has been credited towards Fees payable).

"Force Majeure Event" shall have the meaning set forth in Clause 13 of this Agreement.

"Governmental Authority" shall mean any national, federal, state or local government body in any jurisdiction, the European Commission and any other supranational body or any court, tribunal, arbitrator in any jurisdiction.

"Law" shall mean any statute, law or ordinance in any jurisdiction, or any rule or regulation of any Governmental Authority.

"3 month LIBOR" means, for each period, the rate (expressed as a percentage per annum) for deposits in US Dollars for a three-month period that appears on Reuters Page LIBOR01 or any successor service or page for the purpose of displaying the London interbank offered rates of major banks as of 11:00 a.m. (London time) on the LIBOR determination date.

 

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  (i) The "LIBOR determination date" for any period day shall be based on a day that is both a London Business Day and a New York Business Day or if applicable, the day immediately preceding the day which is deemed both a London Business Day and New York Business Day.

  (ii) A "London Business Day" means a day other than a Saturday or Sunday on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted. A "New York Business Day" means a day other than a Saturday or Sunday or a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to close.

If 3-month LIBOR cannot be determined as described above, quotations from the London office of three banks involved in the London interbank market will be taken at approximately 11:00 a.m., London time, on the determination date. The arithmetic average from the quotations will be used. These quotations will be for deposits in US Dollars for a three-month period (expressed as a percentage per annum). Offered quotations must be based on a principal amount equal to an amount that is representative of a single transaction in US Dollars in the market at the time.

"Market Value" means an amount equal to the product of (x) the IPO Price (as defined in the Amended and Restated Certificate of Incorporation of Visa Inc. ( the "Restated Visa Inc. Certificate")) and (y) the number of Class C Redemption Shares of Visa Europe and Visa Europe Services Inc. determined pursuant to Section 4.18(c) of the Restated Visa Inc. Certificate (disregarding for these purposes Section 4.18(e) of the Restated Visa Inc. Certificate).

"Notional Rate" means 3 month LIBOR + 100 basis points for the period from the Payment Date and ending on the first Quarter Date after such date. Starting from the first Quarter Date after the Payment Date, the Notional Rate shall increase by 25 basis points every Quarter, up to a maximum rate of 3 month LIBOR + 200 basis points. For the avoidance of doubt, the Notional Rate applicable for the second Quarter after the Payment Date shall be 3 month LIBOR + 125 basis points.

"Parties" shall mean Visa Inc., Visa Europe, Visa International, Visa USA and Inovant.

"Payment Date" shall mean the earlier to occur of (i) the date one (1) year from the Effective Date, and (ii) the date of filing of an S-1 registration statement for the IPO.

"Person" shall mean any natural person, general partnership, limited partnership, limited liability company, limited liability partnership, joint venture, firm, corporation, association, incorporated organization, unincorporated organization, trust or other enterprise, or any Governmental Authority.

"Post-IPO Period" means the period (if any) from and including the date of admission to trading on an internationally recognized securities exchange of the Class A Common Stock of Visa Inc. to and including the date which is the 369th day after the Inovant US Holdco Merger Effective Time (as defined in the Global Restructuring Agreement).

 

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"Quarter" means a period commencing on the Effective Date and ending on the first Quarter Date after such date, and each three-month period thereafter ending on the next subsequent Quarter Date.

"Quarter Date" means 31 March, 30 June, 30 September and 31 December in each calendar year.

"Relevant Period" means the period from and including the Payment Date to and including the date which is the later of (x) the date of admission to trading of the Class A Common Stock of Visa Inc. on an internationally recognized securities exchange and (y) the date which falls on the 369th day after the Inovant US Holdco Merger Effective Time (as defined in the Global Restructuring Agreement).

"Reuters Page LIBOR01" means the display designated on Reuters Page LIBOR01, Inc. or any successor service or page for the purpose of displaying LIBOR offered rates of major banks.

"Value Added Tax" means value added tax as levied within the European Union in accordance with Directive 2006/112/EC and in the United Kingdom in accordance with VATA 1994 and includes any other tax from time to time replacing it.

"VATA 1994" means the Value Added Tax Act 1994.

"Visa Member Risk Policy" shall mean the Visa Member Risk Policy dated October 2005 set forth in Schedule 4.


  1.2 Clauses

References to this Agreement include any Schedules to it and references to Clauses are to Clauses of this Agreement.


  1.3 Headings

Headings shall be ignored in construing this Agreement.


  1.4 Recitals

The recitals to this Agreement and to the Schedules are included for information purposes only and shall not be legally binding on the parties in any respect whatsoever.


2 Provision of Services

  2.1 Subject to Clause 4 of this Agreement, Visa Inc. shall provide to Visa Europe authorization, clearing, settlement and payment processing services and other services ancillary thereto, in relation to Visa payment transactions, and shall bring together Members, or Customers of Visa Inc. and Members, in relation to Visa payment transactions to be effected between them, in accordance with the terms of the Schedules to this Agreement.

  2.2 Subject to Clause 4 of this Agreement, Visa Europe shall provide to Visa Inc. authorization, clearing, settlement and payment processing services and other services ancillary thereto, in relation to Visa payment transactions, and shall bring together Customers, or Members

 

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     and Customers of Visa Inc., in relation to Visa payment transactions to be effected between them, in accordance with the terms of the Schedules to this Agreement.

3 Fees

  3.1 In consideration for the rights under this Agreement, Visa Europe shall pay to Visa Inc. amounts comprising (i) the Fee in arrears on each Quarter Date or, if a Quarter Date is not a Business Day, the Business Day immediately following that Quarter Date and (ii) the Charges in accordance with Schedule 1, of which the Fee shall be attributable to Schedules 2 and 3.

  3.2 In consideration of the obligations of Visa Europe under both Clause 2.2 and the Schedules, Visa Inc. shall pay amounts comprising the Charges to Visa Europe in accordance with Schedule 1.

  3.3 Taxes shall be borne by the entity that incurs the tax liability. Visa Europe will co-operate with Visa Inc. in the making by Visa Inc. of any claim under the double tax convention between the United Kingdom and the United States of America to minimize or eliminate any requirement of Visa Europe to deduct or withhold an amount on account of United Kingdom income tax of Visa Inc. from payments hereunder. All amounts payable under this Agreement are exclusive of Value Added Tax, if any, and a Party shall pay any Value Added Tax chargeable under applicable Law on such amounts upon receipt of a valid Value Added Tax invoice.

  3.4 All payments shall be made by wire transfer in immediately available funds pursuant to written instructions provided to the payer. Unless otherwise specified, all payments made pursuant to this Agreement and all calculations of amounts due under this Agreement shall be in United States Dollars.

  3.5 Whether or not a default is declared by Visa Inc. with respect to any delinquent payment under this Agreement, Visa Inc. shall be entitled to interest equal to the lesser of (i) the 3-month LIBOR rate plus 100 basis points, per month, with such interest rate to increase at the beginning of each subsequent quarter by 25 basis points, for a maximum increase of 200 basis points over the 3-month LIBOR rate or (ii) the maximum rate permissible by applicable Law, on any delinquent payment, until all principal and interest on said payment is paid in full. The acceptance of late payments hereunder shall not constitute a waiver of timely payments, nor shall acceptance of partial payments hereunder cure any default which might exist.

4 Interpretation and Construction

In the event of any actual or alleged discrepancy between the services described in Clauses 2.1 and 2.2 of this Agreement and the services described in the Schedules to this Agreement, only the descriptions and express written provisions of the Schedules shall be considered in construction or interpretation of this Agreement.

 

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5 Effect of Agreement

This Agreement is perpetual and may not be terminated by any Party without mutual written consent of Visa Inc. and Visa Europe, which consent may be withheld by any Party for any or no reason.


6 Transfer

Except as specifically provided in paragraph 30 of Schedule 1, Section 4.1 of Schedule 2 and Section 4.1 of Schedule 3, this Agreement may not be transferred, assigned or otherwise disposed of by a Party without the prior written consent of the other Parties.


7 Foreign Branches

  7.1 Members

The Parties agree that, where Visa Europe has granted approval for a Member to open a foreign branch which will be located outside the Territory, Visa Europe shall provide Visa Inc. with written notice of such approval. Within 60 days of such notice, Visa Inc. shall grant such Member a license (a "Member Foreign Branch License") in respect of such Member's use of the Licensed Marks in its foreign branch operations, which Member Foreign Branch License shall, among other things, require the Member's licensed foreign branches to comply with the VIOR, including regulations requiring the payment of any fees payable by Customers. The Member Foreign Branch License shall be non-discriminatory and of substantially similar terms to the licenses granted to Visa Inc.'s own licensees. Notwithstanding the issuance of the Member Foreign Branch License by Visa Inc., it is agreed by the Parties that the relationship with the Member will continue to be managed by Visa Europe.


  7.2 Customers

The Parties agree that, where Visa Inc. has granted approval for a Customer to open a foreign branch which will be located inside the Territory, Visa Inc. shall provide Visa Europe with written notice of such approval. Within 60 days of such notice, Visa Europe shall grant such Customer a license (a "Customer Foreign Branch License") in respect of such Customer's use of the Licensed Marks in its foreign branch operations, which Customer Foreign Branch License shall, among other things, require the Customer's licensed foreign branches to comply with the VEOR, including regulations requiring the payment of any fees payable by Members. The Customer Foreign Branch License shall be non-discriminatory and of substantially similar terms to the licenses granted to Visa Europe's own sublicensees. Notwithstanding the issuance of the Customer Foreign Branch License by Visa Europe, it is agreed by the Parties that the relationship with the Customer will continue to be managed by Visa Inc.


  7.3 The provisions of this Clause 7 are not intended to change the relationships of Visa Inc. and Visa Europe with respect to foreign branches existing as of the Effective Date.

 

6


8 Capital Levels

From and after the Effective Date, each of Visa Inc. and Visa Europe hereby covenants and agrees to maintain capital levels sufficient to support its ongoing business operations and associated risk, borrowing capacity for settlement liquidity and other general purposes and to support satisfactory credit ratings.


9 Settlement Guarantee

Visa Inc. and Visa Europe agree to provide the guarantees and honor the obligations set out in Schedule 5.


10 Insurance

  10.1 Visa Europe shall procure and maintain, at its sole cost and expense, at all times while performing under this Agreement, comprehensive general liability insurance cover with a reputable insurance company, provided that appropriate cover is commercially available, in an amount and covering such risks as may be decided upon by Visa Europe's board audit committee as the adequate level of cover from time to time.

  10.2 Visa Europe shall provide Visa Inc., on Visa Inc.'s request, with a copy of the policy certificate or other evidence confirming the existence of such insurance.

11 Default

A Party shall be deemed to be in default of the terms and conditions set out in Clauses 1 to 22 of this Agreement if such Party materially breaches any of its agreements or covenants contained in Clauses 1 to 22 of this Agreement.


12 Compliance with Applicable Laws

  12.1 The Parties shall perform their respective obligations hereunder in a manner that complies with all applicable Laws.

  12.2 If permitted by applicable Laws, each Party shall immediately notify the other Parties of any material claim or demand which is communicated to such Party from any Governmental Authorities that enforce applicable Laws or audit a Party's compliance therewith, regarding such Party's activities (provided such claim or demand is related to this Agreement) or any action pertaining to the foregoing which is commenced against such Party by any Person and shall keep the other Parties apprized of the status and disposition of all such claims, demands and litigation, provided however, that nothing in this Agreement shall relieve a Party of its obligation to comply with all applicable Laws.

 

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13 Force Majeure

 

13.1

If any Party is unable to perform its obligations pursuant to this Agreement (other than under Schedule 11) due to or resulting from one or more of the following causes: Act of God, including but not limited to floods, storms, earthquakes, hurricanes, tornadoes or other severe weather or climatic conditions; act of a public enemy, war, or terrorist attack, blockade, riot, insurrection, or embargoes, strikes, unforeseeable shortages of materials beyond its control; or other unforeseeable causes beyond its control (each a "Force Majeure Event"), then, subject to Clause 13.2, such Party's performance shall be excused but only to the extent of and for the duration of said Force Majeure Event.


  13.2 In the event of a Force Majeure Event that prevents Visa Europe from meeting its payment obligations to Visa Inc. under this Agreement, Visa Europe shall be excused from such payment obligations for the duration of the Force Majeure Event. After the Force Majeure Event ceases, provided that Visa Europe is able to pay Visa Inc. all due payments that Visa Europe was unable to pay Visa Inc. as a consequences of the Force Majeure Event ("Force Majeure Payment"), Visa Europe shall be obliged to pay Visa Inc. the Force Majeure Payment save that Visa Europe shall not be obliged to pay interest on such payment in accordance with Clause 3.5 of this Agreement (Interest on Late Payment), but Visa Inc. shall be entitled to interest on the Force Majeure Payment at LIBOR rate calculated from the date on which the Force Majeure Payment became due until all principal and interest on such Force Majeure Payment is paid in full. If after the Force Majeure Event ceases, Visa Europe is unable to pay Visa Inc. the Force Majeure Payment as a consequence of the Force Majeure Event, Visa Europe shall have 6 months from date on which the Force Majeure Event ceases within which to pay Visa Inc. the Force Majeure Payment save that Visa Europe shall not be obliged to pay interest on such payment in accordance with Clause 3.5 of this Agreement, but Visa Inc. shall be entitled to interest on the Force Majeure Payment at LIBOR rate calculated from the date on which the Force Majeure Payment became due until all principal and interest on such Force Majeure Payment is paid in full.

  13.3 In the event of a Force Majeure Event, the disabled Party shall immediately notify the other Parties in writing of the Force Majeure Event and the expected duration of same. The disabled Party shall use its best efforts to resume performance under this Agreement.

14 Relationship of the Parties

The Parties are independent contractors and nothing contained in this Agreement shall be construed to create any other relationship among the Parties. No Party is authorized to enter into any agreement for or on behalf of another Party, collect any obligation due or owed to the other, accept service of process for the other, or bind another in any manner whatsoever or purport to act on behalf of another Party in any respect.

 

8

 


1

See paragraph 22 of Schedule 1


15 Counterparts

This Agreement may be executed in one or more counterparts, all of which together shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered, in person or by telecopier, receipt acknowledged, to the other Parties.


16 Entire Agreement

This Agreement, including the Schedules and exhibits hereto, including any written amendments to the foregoing satisfying the requirements of Clause 18, and the Global Restructuring Agreement and the Put-Call Option Agreement, including the schedules and exhibits thereto, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede any previous agreements and understandings between the Parties with respect to such matters. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein shall be defined as set forth in this Agreement or the Global Restructuring Agreement, as the case may be. There are no restrictions, promises, representations, warranties, agreements or undertakings of any Party hereto with respect to the transactions contemplated by this Agreement, the Global Restructuring Agreement and the Put-Call Option Agreement, other than those set forth herein or therein or in any other document required to be executed and delivered hereunder or thereunder. With respect to the licenses and other transactions contemplated hereby, if any term or condition set forth in Schedules 1, 2 or 3 of this Agreement is inconsistent or conflicts with any term or condition of the Global Restructuring Agreement, the terms of Schedules 1, 2 and 3 shall govern.


17 Severability and Enforceability

  17.1 The invalidity of any provisions of this Agreement shall not affect the validity, force or effect of the remaining provisions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party hereby consents and agrees that such scope may be modified accordingly in any proceeding brought to enforce such restriction. Any prohibition against or unenforceability of any provision of this Agreement in any jurisdiction, including the state whose Law governs this Agreement, shall not invalidate the provision or render it unenforceable in any other jurisdiction. To the extent permitted by applicable Law, the Parties waive any provision of Law which renders any provision of this Agreement prohibited or unenforceable in any respect.

  17.2 If any part of the Fee is not paid by Visa Europe on the due date for payment under Clause 3, that non-payment shall not entitle Visa Inc. to terminate any of the licenses granted pursuant to this Agreement as set out in Schedules 2 and 3.

  17.3 Except in the event that this Agreement is terminated by mutual written consent in accordance with Clause 5, Visa Europe's obligation to pay the specified Fee on each Quarter shall be independent of the quantity of services, if any, being received under Schedule 1 and shall not be affected by any breaches or other claims under Schedule 1. The Parties acknowledge that Visa Inc.'s obligation to grant the perpetual licenses herein and Visa Europe's obligation to pay the specified Fee are material obligations under this Agreement.

 

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  17.4 Notwithstanding Clause 17.2, and subject to any rights that are contained in Schedule 1 in the event that either Party fails to pay the Charges in accordance with Schedule 1, the obligations on the Party due to receive the payment pursuant to Schedule 1 may be suspended or terminated to the extent provided pursuant to paragraph 14 of Schedule 1.

18 Amendments

This Agreement may be amended, modified, superseded or cancelled and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by an instrument in writing signed by each of the Parties or, in the case of a waiver, by or on behalf of the Party waiving compliance.


19 Further Assurances

Each Party hereto agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions hereof.


20 Costs

Unless otherwise provided in this Agreement, all activities of the Parties under this Agreement and the exercise of their rights granted hereunder shall be at the relevant Party's sole cost and expense and at no cost to the other Party.


21 Notices

All notices, requests, permissions, waivers and other communications hereunder or otherwise in connection herewith shall be in writing and shall be deemed to have been duly given (a) three (3) Business Days following dispatch by registered or certified mail, postage prepaid, (b) upon confirmation of receipt, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient and (d) one (1) Business Day following dispatch by overnight delivery via a national or international courier service and, in each case, addressed to the Party at the following address for such Party:

If to Visa Inc.:

Visa Inc.

Attention: General Counsel

900 Metro Center Boulevard

Foster City, California 94404

U.S.A.

Facsimile: **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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With copies to, which shall not constitute notice:

White & Case LLP

Attention: Kevin Keogh, Esq. / S. Ward Atterbury, Esq.

1155 Avenue of the Americas

New York

New York 10036

Facsimile: (212) 354-8113

If to Visa Europe Limited:

Visa Europe Limited

Attention: General Counsel

1 Sheldon Square

London, W2 6TT

United Kingdom

Facsimile:

With copies to, which shall not constitute notice:

Linklaters LLP

Attention: Robert Thornton Smith, Esq.

1345 Avenue of the Americas

New York, NY 10105

U.S.A.

Facsimile: (212) 903-9100

If to Visa International:

Visa International

Attention: General Counsel

P.O. Box 8999

San Francisco

 

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California 94128-8999

Facsimile: **

With copies to, which shall not constitute notice:

White & Case LLP

Attention: Kevin Keogh, Esq. / S. Ward Atterbury, Esq.

1155 Avenue of the Americas

New York

New York 10036

Facsimile: (212) 354-8113

If to Visa USA:

Visa USA

Attention: General Counsel

P.O. Box 8999

San Francisco

California 94128-8999

Facsimile: **

With copies to, which shall not constitute notice:

Holme, Roberts & Owen LLP

Attention: Dean Salter, Esq.

1700 Lincoln Street

Suite 4100

Denver

Colorado 80203-4541

If to Inovant LLC:

Inovant LLC

Attention: General Counsel

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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PO Box 8999

San Francisco

California 94128-8999

Facsimile: **

or to such other addresses as shall be furnished in writing by any such Party to the other Parties hereto in accordance with the provisions of this Clause 21.


22 Governing Law

This Agreement and its enforcement will be governed by, and construed in accordance with, the Laws of the State of New York, United States of America without reference to the choice of law principles thereof. However, if the Laws of any state or country require terms other than or in addition to those contained herein, then this Agreement shall be deemed modified so as to comply with the applicable Laws of such state or country, but only to the extent necessary to prevent the invalidity of this Agreement or any material provision hereof, the imposition of fines or penalties, or the creation of civil or criminal liability as a result thereof. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO.

In witness whereof, the parties hereto have caused this Agreement to be duly executed.


SIGNED by   
on behalf of Visa Inc.    }
SIGNED by   
on behalf of Visa Europe Limited    }

 

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SIGNED by   
on behalf of Visa International    }
SIGNED by   
on behalf of Visa USA    }
SIGNED by   
on behalf of Inovant LLC    }

 

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Schedule 1

BILATERAL SERVICES


Table of Contents


Contents

   Page
1    Definitions and Interpretation    2
2    Services to be Provided    2
3    [Intentionally Left Blank]    2
4    Service Provision    3
5    Existing Agreements    6
6    Standards of Care    7
7    Service Levels and Credits    7
8    Global Rules, Systems Changes and Business Enhancement Releases    10
9    Information Access and Retention    14
10    Authorised Representatives    17
11    Business Continuity/IT Disaster Recovery    17
12    Regulatory Compliance    17
13    Charges    20
14    Invoicing and Payment    22
15    Service Standard    23
16    Change Control Process    24
17    Audit Rights    26
18    Intellectual Property Rights    29
19    Warranties and Representations    30
20    Liability    30
21    Indemnities    32
22    Force Majeure    34
23    Confidentiality    36
24    Data Protection and Security    38
25    Information Rights and Step-In Rights    38
26    Term and Termination    39
27    Migration Assistance    41
28    Consequence of Termination    42
29    Dispute Resolution    43
30    Assignment    47
31    No Waiver    47
32    Third Party Rights    48
33    Rates and Cash Disbursement Fees    48
34    Switching and Processing    49
ATTACHMENT 1 Definitions    52
ATTACHMENT 2 Service Catalogue    [•]
ATTACHMENT 3 Statement of Work    [•]
ATTACHMENT 4 Global Programmes    [•]
ATTACHMENT 5 Service Level Agreement    [•]
ATTACHMENT 6 Pricing and Financial Programs    [•]
ATTACHMENT 7 Data Protection Agreement    [•]
ATTACHMENT 8 Interoperability Procedures and Practices    [•]

 

1


Schedule 1

BILATERAL SERVICES SCHEDULE

Background


A. WHEREAS, Visa Inc. ("Visa") owns certain Intellectual Property necessary for Visa Europe Limited ("Europe") to provide Visa branded products in the Territory as well as provide and receive the Services subject to this Schedule;

B. WHEREAS, Visa has granted to Europe a license to such Intellectual Property, including trademarks, software and other technology under that certain Technology License Agreement and Trademark License Agreement as contained in Schedule 2 and Schedule 3 respectively (the "License Agreements"), in order for Europe to receive services hereunder and as contemplated under that certain Global Restructuring Agreement, dated as of [•];

C. WHEREAS, the Parties desire to maintain consistent operating standards to provide Interoperability;

D. WHEREAS, the Parties desire to provide for a seamless service to Visa and Europe cardholders; and

E. WHEREAS, each Party wishes to procure services from the other in order to achieve the aforementioned objectives.

1 Definitions and Interpretation

This Schedule shall be interpreted in accordance with Attachment 1 (Definitions).


2 Services to be Provided

2.1 Visa shall provide Europe the Visa Services in accordance with the terms of this Schedule from the Effective Date, and in such cases Visa shall be deemed the "Service Provider" and Europe the "Service Recipient".

2.2 Europe shall provide Visa the Europe Services in accordance with the terms of this Schedule from the Effective Date, and in such cases Europe shall be deemed the "Service Provider" and Visa the "Service Recipient."

2.3 In addition to the services, functions and responsibilities set out in the Service Catalogue, the Services shall be deemed to include and the Service Provider shall provide (i) all of the activities, functions and obligations that the Service Catalogue requires the Service Provider to provide and (ii) all activities, functions, responsibilities and obligations not specifically described in the Service Catalogue but are necessary for, required for, incidental to or customarily included as part of the provision of services described in the Service Catalogue and which the Service Provider was providing prior to or on the Effective Date.

3 [INTENTIONALLY LEFT BLANK].

 

2


4 Service Provision

4.1 The Service Provider shall provide:

  4.1.1 the SRI Services for the Term, unless terminated earlier in accordance with paragraph 26.4;

  4.1.2 the Optional Services for the Optional Services Term unless terminated earlier in accordance with paragraph 26.5 or 26.6;

  4.1.3 the Transitional Services for the Transitional Services Term unless terminated earlier in accordance with paragraph 26.5 or 26.6;

  4.1.4 Professional Services, including enhancements and modifications to existing Services, provided in accordance with a Statement of Work as further provided in paragraph 16.1 or 16.2; and

  4.1.5 New Services as added to the Service Catalogue either by agreement of the Parties pursuant to paragraph 16.3 or paragraph 4.5.3.

Notwithstanding the agreed upon term for an Optional Service, a Service Provider may not cease providing such a Service at the agreed price less than eighteen (18) months after notifying the Service Recipient that it is unwilling to continue to provide the Optional Service beyond the then current term for the Optional Service on the same commercial terms; provided, that, where:


  4.1.6 the term of an Optional Service is less than eighteen (18) months; and

  4.1.7 the Service Provider did not notify the Service Recipient at the beginning of that term that it was not willing to provide the Optional Service beyond that term; and

  4.1.8 before the expiry of the then current term, the Service Recipient requests that the Service Provider continues to provide the Optional Service beyond the term,

the Service Provider shall not be obliged to carry on providing the Optional Service beyond the period of its prior written notice of its unwillingness to continue providing the Optional Service, such prior written notice to be no less than the term of the Optional Service. If the Parties are interested in extending the term of the Optional Service they shall meet in order to try to agree on the price and term for any such extension.


4.2 Unanticipated Services

  4.2.1 Until 30 September 2008 the Service Provider shall not cease to provide or replace any service provided as of the Effective Date that it provides to itself, other members of its group or its other customers without using commercially reasonable efforts to carry out due diligence to determine the impact, if any, on the Service Recipient.

 

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  4.2.2 If the Service Provider becomes aware that the service it intends to cease to provide or replace with another service is an Unanticipated Service it will not cease to provide or replace the provision of such Service to the Service Recipient without providing the Service Recipient with reasonably prompt prior written notice.

  4.2.3 Upon the request of the Service Recipient, made no later than 30 September 2008, the Service Provider will continue to provide an Unanticipated Service in substantially the same manner as such service was provided to the Service Recipient prior to the Effective Date; provided, that: (i) the Service Provider may charge a reasonable sum for the Unanticipated Service based on the resulting additional cost (if any) to the Service Provider of providing such Service over and above the cost of providing Services already documented under this Schedule; (ii) the Service Recipient shall use commercially reasonable efforts to make itself self-sufficient with respect to such Services, except where such Services are deemed SRI Services pursuant to paragraph 4.5.3, as soon as reasonably possible but in no event later than three (3) years after the Effective Date; and (iii) provision of the Unanticipated Service does not materially interfere with the Service Provider's ability to comply with Applicable Law.

  4.2.4 Unanticipated Services shall not include insurance-related services, liquidity services or information technology procurement services.

  4.2.5 Any Unanticipated Service provided pursuant to this paragraph 4.2 shall be deemed to be an Optional Service under this Schedule unless agreed otherwise between the Parties or deemed an SRI Service pursuant to paragraph 4.5.3.

4.3 Switching and Processing Services

  4.3.1 Europe or its designated agents shall process all VE Transactions in accordance with the Global Rules. Europe shall procure services from Visa for processing and routing of Member-issued Card transactions occurring outside the Territory in accordance with the Global Rules, except where the Parties have agreed in writing otherwise or a Europe Competitor is not required by Visa to use such services.

  4.3.2 Visa or its designated agents shall process all VI Transactions in accordance with the Global Rules. Visa shall procure services from Europe for processing and routing of Customer-issued Card transactions occurring inside the Territory in accordance with the Global Rules, except where the Parties have agreed in writing otherwise or a Visa Competitor is not required by Europe to use such services.

  4.3.3 Unless otherwise agreed in writing, Visa shall not process any VE Transactions and Europe shall not process any VI Transactions.

 

4


4.4 [INTENTIONALLY LEFT BLANK]

4.5 Transformation Criteria

  4.5.1 An SRI Service shall cease being an SRI Service if agreed by the Parties or if it fails to meet (i) either of the criteria as set forth in paragraph 4.5.2 (the "Transformation Criteria") and (ii) the procedural requirements set forth in paragraph 4.5.4 and 4.5.5.

  4.5.2 The "Transformation Criteria" means all of the criteria below:

  (i) The Service is required by the Service Recipient and it is not possible for any party other than the Service Provider to provide it either:

  (a) on a commercially reasonable basis; or

  (b) on a basis that the Service Recipient is willing to accept.

  (ii) The Service is required to be provided by the Service Provider to the Service Recipient to preserve their ability to provide products and services in the manner required for Interoperability pursuant to the Global Rules and Interoperability cannot be maintained without the Service Recipient receiving the Service from the Service Provider. Services required for Interoperability by the Global Rules include those services provided by each Party to the other that are required for cross territory processing.

  4.5.3 Where an Optional Service, New Service or Unanticipated Service meets the requirements set out in paragraph 4.5.2(ii), then either Party, if it can demonstrate such requirements, may notify the other that it believes such Service must be reclassified as an SRI Service, subject to the Expedited Dispute Resolution Procedure. The Parties may also classify or reclassify (as the case may be) such Services as SRI Services by agreement.

  4.5.4 In the event that either Party determines that an SRI Service should, pursuant to the Transformation Criteria, either be (i) reclassified as an Optional Service or (ii) terminated at the end of the period remaining on the pricing term for such SRI Service, the Party seeking reclassification shall notify the other Party that it believes the Transformation Criteria is met. Within ninety (90) days, the notified Party shall perform an assessment of the reclassification with the full cooperation of the Party seeking the reclassification. If, after performing the assessment, the notified Party does not agree to the reclassification, it shall inform the Party seeking reclassification within ten (10) days of completing the assessment.

  4.5.5

The Party seeking reclassification may require the Parties' Authorised Representatives to meet within forty-five (45) days to discuss the reclassification and, if they still cannot agree, submit the issue to the Expedited Dispute

 

5


 

Resolution Procedure, which shall determine if the Transformation Criteria are met and, if so, a reasonable time period for the Service Recipient to find an alternative source for such Services and carry out orderly migration to that alternative source. Notwithstanding an Expedited Dispute Resolution Procedure's finality pursuant to paragraph 29.3, either Party may once again propose reclassification of an SRI Service no less than three (3) years after a determination pursuant to the Expedited Dispute Resolution Procedure that an SRI Service may not be reclassified.


5 Existing Agreements

5.1 All pre-existing agreements solely between Visa and/or its predecessors including Visa International Services Association, Visa USA Incorporated, Visa Canada Limited and Inovant LLC, as one party, and Europe, as the other party, that concern the provision of services to each other, shall terminate as of the Effective Date.

5.2 The Statements of Work entered into prior to the date of this Schedule as set out in Attachment 3 (Statements of Work) shall be deemed to be Statements of Work under this Schedule.

5.3 Subject to paragraphs 5.1, 5.2 and 5.4, where, prior to the Effective Date, the Parties have entered into a written commitment which does not relate to technology projects, shared funding arrangements or Derivative Works as defined in the License Agreements, but does relate to the performance of a Service, such commitments shall be deemed to be a Statement of Work under this Schedule, provided, that, such commitment has been executed by both Parties as of the Effective Date.

5.4 VROL and VIM Global Shared Development Programmes

  5.4.1 Europe will only fund the VROL and VIM global shared development programmes as set out in this paragraph 5.4 and Attachment 4 (Global Programmes) unless otherwise agreed in writing between the Parties.

  5.4.2 The funding for the VROL and VIM global shared development programmes, as set out in this paragraph 5.4 and Attachment 4 (Global Programmes), shall only be provided to Visa when the Parties have agreed the governance arrangements for these programmes.

  5.4.3 Europe's contribution to:

  (i) the VROL global shared development programme for the period from ** to ** shall be capped at ** dollars and no cents ($**); and

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

6


  (ii) the VIM global shared development programme for the period from ** to ** shall be capped at ** dollars and no cents ($**).

6 Standards of Care

6.1 The Service Provider shall ensure that all of the Services:

  6.1.1 conform to the relevant description set out in the Service Catalogue;

  6.1.2 are otherwise supplied in accordance with this Schedule;

  6.1.3 are provided in a manner that meets or exceeds the Service Levels; and

  6.1.4 to the extent not addressed by a Service Level, are provided in accordance with Good Industry Practice and in a timely manner.

6.2 Each Party, whether in its capacity as Service Provider, Service Recipient or otherwise shall comply with the standards set forth by the Payment Card Industry Security Standards Council for so long as Visa is a member of such body and ensure that Members (in the case of Europe), Customers (in the case of Visa) and their respective Processors are accountable for compliance with such standards.

7 Service Levels and Credits

7.1 General

  7.1.1 The Service Recipient and the Service Provider shall perform and receive the Services in accordance with their respective rights and obligations as set forth in Attachment 5 (Service Level Agreement) and in a manner that meets or exceeds the Service Levels.

  7.1.2 The Service Provider shall provide the Service Recipient with a report detailing its compliance with objectives for each Service Level on a monthly basis (unless the agreed Service Level states that such reporting should take place on a different basis). The Service Provider shall be responsible for using such accurate tools, processes and methodologies as it reasonably requires for the measurement and reporting of performance to ensure that the Service Recipient receives correct reports of the Service.

7.2 Service Level Change

  7.2.1 Either Party may notify the other Party of its desire to review certain Service Levels by the anniversary of the Effective Date of each year. The Parties' Authorised Representatives will meet within sixty (60) days of the date of receipt of such notice by the other Party; provided, that, such meetings are not required more than once annually.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

7


  7.2.2 In the event the Parties cannot agree on a Service Level change within fifteen (15) days of the meeting between the Parties' Authorised Representatives, the Party requesting a Service Level change may require, within thirty (30) days, that the Parties' Chief Operating Officers meet to discuss the basis for such change. Subject to an adjustment of the Service Levels in accordance with paragraph 15.3, each existing Service Level shall remain in effect until a new Service Level is agreed to in writing and executed by an Authorised Representative of each Party.

7.3 Service Level Failure

  7.3.1 If the Service Provider fails to provide the Services in accordance with the Service Levels, then the Service Provider shall, upon becoming aware of any failure to meet a Service Level that constitutes a Critical Performance Failure:

  (i) as soon as practicable notify the Service Recipient of the missed Service Level in writing;

  (ii) meet with the Service Recipient, by phone or in person, to discuss the factors causing such failure, and the Service Provider's plan to avoid such failure in the future;

  (iii) perform root cause analysis to identify possible causes for the failure;

  (iv) correct such failure as soon as practicable but, in any event, within any period of time set out in the Service Level Agreement;

  (v) provide the Service Recipient with a written report detailing the cause of, and procedure for correcting, such failure; and

  (vi) take any necessary measures as are reasonably required to ensure that such failures are minimised and will not recur.

For failures to meet Service Levels that are not Critical Performance Failures, the Service Provider shall:


  (vii) provide the Service Recipient notice of the missed Service Level in accordance with paragraph 7.1.2;

  (viii) correct such failure within a reasonable time but, in any event, within any period of time set out in the Service Level Agreement; and

  (ix) take measures in accordance with Good Industry Practice to ensure that such failures are minimised and will not recur.

  7.3.2

Any costs incurred by the Service Provider in connection with any participation in the activities set out in paragraph 7.3.1 shall be borne by the Service Provider unless and to the extent that any failure to provide Services in accordance with relevant Service Levels was due to the negligence, error, omission or other failure

 

8


 

of the Service Recipient, including any failure of the Service Recipient to provide proper notification to the Service Provider pursuant to paragraph 9.4.


  7.3.3 At the Service Recipient's request, the Service Provider will reprocess any data that was initially processed by such Service Provider incorrectly and promptly rectify any errors, and shall do so at the Service Provider's expense if such error was caused by the Service Provider, or at the Service Recipient's expense if such error was caused by the Service Recipient; provided, that, in either case, it is commercially reasonable for the Service Recipient to request such reprocessing. In the event such error is primarily caused by a Third Party (excluding any Subcontractor) or a Force Majeure Event, the Parties shall share the costs of reprocessing equally.

  7.3.4 The payment of Service Credits is in addition, and shall be without prejudice, to any other right or remedy of the Service Recipient under this Schedule or otherwise. For the avoidance of doubt, the Service Recipient shall not claim damages to the extent that the damages the Service Recipient suffered were covered by the payment of such Service Credits by the Service Provider for the same event of inadequate performance that gave rise to the damages claim.

7.4 Service Credits

  7.4.1 In the event that the Service Provider fails to provide the Services in accordance with a Service Level to which a Service Credit applies, the Service Provider shall reduce its monthly Charges in the manner set forth in paragraph 7.4.4, by the Service Credits set forth in the relevant Service Level Agreement; provided, that, the total of such reductions shall not exceed the At Risk Amount. Service Credits shall not apply to the extent that the failure to provide Services in accordance with relevant Service Levels was due to the negligence, error, omission or other failure of the Service Recipient, including any failure of the Service Recipient to provide proper notification to the Service Provider pursuant to paragraph 9.4; provided, that, the Service Provider shall (a) notify the Service Recipient of the negligence, error, omission or other failure of the Service Recipient as soon as reasonably practicable on becoming aware of such negligence, error, omission or other failure, (b) notify the Service Recipient of the failure of a Service Level together with the reasons for the failure and (c) use commercially reasonable efforts to continue to meet the affected Service Levels.

  7.4.2 The Parties agree that Service Credits constitute an adjustment of the relevant Charges, the purpose of which is to give the Service Provider an incentive to perform. The Service Credits are not intended as a penalty for non-performance or to quantify the full extent of the Service Recipient's losses in relation to failing to meet the Service Levels.

 

9


  7.4.3 On an annual basis, in conjunction with review of the Service Levels pursuant to paragraph 7.2.1:

  (i) where Europe is the Service Recipient, it may select ** Visa Services; and

  (ii) where Visa is the Service Recipient, it may select (a) ** Europe Services with respect to the initial twelve (12) month period following the Effective Date, and (b) ** Europe Services with respect to any subsequent twelve (12) month period,

for which Service Credits will be available pursuant to this paragraph 7.4. For each such Service, Service Credits for each Service Level shall be set at ** percent (**%) of the monthly Charges assessed for such Service for up to ** Service Levels designated on the same annual basis by the Service Recipient; provided, that, if a Service Level is not met the monthly Charges for the relevant Service shall not be reduced by more than ** percent (**%) of monthly Charges for such Service in any given month. The Service Recipient shall not designate Service Levels pursuant to this paragraph 7.4.3 which do not represent an important measure for the Service which they measure. No Service Credits shall be available for any Service or Service Level that is not among the Services or Service Levels selected pursuant to this paragraph 7.4.3, unless and until such Service or Service Level is selected pursuant to this paragraph 7.4.3 in a subsequent year. The ** Europe Services for which Service Credits will initially be available pursuant to this paragraph 7.4 and the ** designated Service Levels in respect of those Europe Services are set out in Attachment 5 (Service Level Agreement). The ** Visa Services for which Service Credits will initially be available pursuant to this paragraph 7.4 and the ** designated Service Levels in respect of those Visa Services are set out in Attachment 5 (Service Level Agreement).


  7.4.4 If the Service Provider fails to meet a Service Level to which a Service Credit is attached, that Service Credit will automatically accrue but shall not be payable unless the Service Provider fails to meet the same Service Level in the ** period immediately following such Service Level failure, in which case the Service Credit shall immediately become payable to the Service Recipient. In the event that, after the occurrence of a Service Level failure justifying a Service Credit, another such Service Level failure does not subsequently occur for **, the Service Recipient will no longer be entitled to a reduction in monthly Charges by the aforementioned Service Credit.

8 Global Rules, Systems Changes and Business Enhancement Releases

8.1 Global Rules

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

10


  8.1.1 Each Party shall comply with the Global Rules.

  8.1.2 Visa shall have sole authority to grant all waivers and variances to the Global Rules. Visa shall not unreasonably withhold its grant of such waivers and variances.

  8.1.3 Whilst Europe will be responsible for providing Visa Systems and services to its Members and their Processors in the Territory, Europe recognises that Visa shall establish all Member and Customer standards, policies and protocols for Visa payment transactions. The Parties will agree on the standards, policies and protocols for systems and services that apply to the unique interfaces between the Parties' systems and services.

  8.1.4 Visa will establish and control the following for all Visa branded VI Transactions, VE Transactions and International Transactions through the Global Rules:

  (i) Global Network and Network Security policy;

  (ii) Visa message formats for Members and Customers;

  (iii) Visa system and service interface standards and requirements between Visa, Customers, Europe, Members and their Processors; and

  (iv) minimum quality of services as defined in the Global Rules.

  8.1.5 For the avoidance of doubt paragraphs 8.1.3 and 8.1.4 do not preclude Europe from establishing standards, policies, and protocols specific to the Territory. Europe bears the responsibility to ensure Territory specific transactions are compliant with Visa standards, policies and protocols when interfacing with Visa Systems. Visa will have no obligation to support Territory-specific standards, policies or protocols in the provision of Services to Europe.

8.2 Systems Changes

  8.2.1 Interoperability, Security, Safety and Soundness Changes.

Each Party shall implement, on a timely basis, routine or emergency Systems Changes required to maintain the Interoperability, security, safety and soundness of the Visa System. Each Party shall pay for its own costs and expenses arising out of the implementation of such Systems Changes pursuant to this paragraph 8.2.1. If the Parties disagree as to whether the routine or emergency Systems Changes are required to maintain the Interoperability, security, safety and soundness of the Visa System, the Parties shall refer such questions to the Expedited Dispute Resolution Procedure. If the Expedited Dispute Resolution Procedure is invoked, the Party requesting the change shall have the burden of demonstrating that such Systems Change is necessary to maintain the Interoperability, security, safety and soundness of the Visa System. The Party

 

11


being requested to implement the routine or emergency Systems Changes must proceed with the timely implementation of such changes. If the arbitrator determines that such Systems Changes are required to maintain the Interoperability, security, safety and soundness of the Visa System, each Party shall pay for its own costs and expenses arising out of the implementation of such Systems Changes pursuant to this paragraph 8.2.1. If the arbitrator determines that such Systems Changes are not required to maintain the Interoperability, security, safety and soundness of the Visa System, the Party requesting such Systems Changes shall be obliged to pay the other Party for its costs and expenses arising out of the implementation of such Systems Changes.


  8.2.2 Business and Technical Changes

  (i) In conjunction with the regularly scheduled worldwide Business Enhancement Release or as otherwise agreed by the Parties, Visa shall be entitled to propose Systems Changes.

  (ii) At the request of Visa, Europe shall implement such Systems Changes proposed pursuant to paragraph 8.2.2(i) at Europe's cost; provided, that, the changes are required of all other Processors who are authorized to process transactions using the Visa System; and either (i) Europe's expenditure in terms of resources and expenses necessary to implement such Systems Changes is no more than fifteen percent (15%) greater than the average expenditure resulting from the implementation of all preceding Systems Changes during the preceding twenty-four (24) months (the "Threshold"); or (ii) the changes are required for the Interoperability, security, safety and soundness of the Visa System.

  (iii)

If the Parties disagree as to whether the conditions set forth in paragraph 8.2.2(ii) have been met, the Parties shall refer such questions to the Expedited Dispute Resolution Procedure. If such procedure is invoked, Visa shall have the burden of demonstrating that, on a similar and equitable basis, all Processors have been required to make such Systems Change and that such Systems Change is under the Threshold or necessary to maintain the Interoperability, security, safety and soundness of the Visa System (as relevant). Europe must proceed with the timely implementation of Systems Changes concurrent with the timing required of all Processors or as otherwise necessary for the Interoperability, security, safety and soundness of the Visa System. If the arbitrator determines that the conditions set out in paragraph 8.2.2(ii) as relevant have been met, Europe shall pay for such changes at Europe's cost. If the arbitrator determines that the conditions set out in paragraph 8.2.2(ii)

 

12


 

have not been met, Europe shall not be obliged to make such changes at Europe's cost.


  (iv) Should Visa agree to pay for the implementation costs and expenses that Europe will incur as a consequence of making the Systems Change, Europe shall, in any event, be obliged to make such Systems Changes.

  (v) In the event that Europe is obliged to implement the proposed Systems Changes pursuant to this paragraph 8.2, Europe shall work with Visa in good faith to enable the reasonable and timely implementation of such Systems Changes.

  (vi) Europe shall be entitled to propose Systems Changes on the same terms as set out in this paragraph 8.2.2, but with the roles of the Parties reversed.

8.3 Visa will manage the worldwide Business Enhancement Release, including overall programme management, technical specifications, and command and control of the production installation and global command centre. Visa will use commercially reasonable efforts to accommodate Europe's requirements for projects to be included within the Business Enhancement Release; provided, that, (i) such requirements are submitted within the prescribed deadlines for all projects, and (ii) the costs of such changes are governed by paragraph 8.2. Europe will manage the implementation of the Business Enhancement Release within the Territory in accordance with the agreed schedules and processes and control the production installation of changes to the VE Systems. The Parties will comply at all times with the current Business Enhancement Release, including its contents and timing. To the extent that both Parties have interdependent activities, Visa and Europe will follow the Interoperability Procedures and Practices save to the extent that they are inconsistent with or contradict the provisions of this Schedule or the Global Rules, or operate to increase the obligations of either Party under the Global Rules or this Schedule. The Parties shall, as soon as reasonably practicable following the date of this Schedule, meet to review the Interoperability Procedures and Practices with a view to amending them to remove any such inconsistencies and contradictions, and to make the obligations in the Interoperability Procedures and Practices no more onerous than those in the Global Rules or this Schedule. Following this initial review, the Parties shall meet annually to review the Interoperability Procedures and Practices and determine if any amendments should be made.

8.4

For the avoidance of doubt, each Party may make changes outside of the Business Enhancement Release where such changes are limited to (i) in Europe's case, the Territory, and (ii) in Visa's case, outside the Territory; provided, that, if a Party's changes impact Customers or Members (a) in Europe's case, outside of the Territory, and (b) in Visa's case, inside the Territory, the changes must be included in the Business

 

13


 

Enhancement Release. The Party requesting a change outside of the Business Enhancement Release shall be responsible for ensuring that the change is evaluated for any impact on Members (where Visa is requesting the change) and Customers (where Europe is requesting the change) in accordance with the Interoperability Procedures and Practices.


8.5 Each Party will comply with the Global Data Model developed as of the Effective Date, as may be amended by Visa from time to time. Visa will control the Global Data Model with reference to Good Industry Practice. Both Parties may use other data extensions as required by their business needs. Europe may specify standards for Visa's operations in the Territory related to the above provided that they do not conflict with Visa's standards.

8.6 Visa network protocols will be set and developed by Visa. Europe may specify protocols for Visa's operations within the Territory related to the Visa network protocols; provided, that, they do not conflict with and meet at a minimum Visa's protocols.

8.7 Visa will monitor the health and security of the global network. Europe will monitor the health and security of its network. Europe will provide evidence of compliance with the Global Network and Network Security policy in accordance with paragraph 17.3.

8.8 The Parties shall agree a minimum set of customer records (as amended from time to time by agreement between the Parties) that are required for global processing and Interoperability. The Parties agree that this minimum set of customer records shall be centrally managed and maintained by Visa.

8.9 The Parties shall ensure that all changes which potentially affect Interoperability Interfaces are sufficiently tested in a manner validated by both Parties prior to the installation or activation of such changes.

8.10 Visa will establish global minimum Data Center Operations and Support policies and principles relating to physical infrastructure.

9 Information Access and Retention

9.1 Subject to paragraph 23, the Service Provider shall, at no additional Charge to the Service Recipient, provide the following information in relation to the Services upon the Service Recipient's request:

  9.1.1 major equipment and key software used to provide the Services;

  9.1.2 the relevant high-level systems schematics and delivery models used in the delivery of such Services;

  9.1.3 names of material third parties and Subcontractors involved in the provision of the Services, including vendors and consultants together with a brief description of their involvement;

 

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  9.1.4 any information regarding the general provision of the Services that the Service Recipient requires in order to provide services to its own customers; and

  9.1.5 any reasonable clarification of the information provided under paragraphs 9.1.1 to 9.1.4 above;

provided, that, (i) the Service Recipient shall not be entitled pursuant to this paragraph 9.1 to request the same information in relation to a particular Service more than twice in any calendar year, and (ii) any request for information made pursuant to paragraph 9.1.4 that reasonably requires more than thirty (30) hours of work on the part of the Service Provider shall be requested as a Professional Service pursuant to paragraphs 16.1 and 16.2.


9.2 Without prejudice to paragraph 9.3 or 16.1, the Service Recipient may request that the Service Provider provide any other information required by the Service Recipient upon the Service Recipient's request as a Professional Service, such service to be provided according to an agreed Statement of Work and at the Service Recipient's expense.

9.3 In the event of expiration or termination of this Schedule for any reason, subject to prompt notification and paragraph 23, either Party shall have the right to retain any information needed to comply with Applicable Law and to ask the other Party to furnish any information reasonably expected to be needed to comply with such Applicable Law, including those enacted after the expiration or termination date that apply to the Services before the expiration or termination date. Both Parties agree to co-operate with all such requests. Either Party may require reasonable documentation of the conditions in which its information is held and written statements that the information will be maintained under the terms of this paragraph 9.3 and paragraph 23.

9.4

The Service Recipient will, at the request of the Service Provider, but not more than once during the Service Provider's annual capacity planning process, provide details of its forecasts for volume, changes to user population, increases or decreases in usage behaviour by end users and other factors that might impact the cost, performance or integrity of the Service offering. The Service Provider may request at any additional time any reasonable clarification of the information provided pursuant to this paragraph 9. The Parties acknowledge that the Service Provider will take responsibility for forecasting and planning for unanticipated fluctuations in any of the aforementioned factors (including peak volumes) based on historic information and trends it sees from other data it processes. If the Service Recipient becomes aware of any material unanticipated increases in volumes (from those set out at the annual capacity planning process or included within the Service Provider's Service Charges) in any of the aforementioned factors outside the annual capacity planning process it will notify the Service Provider. Should the Service Recipient fail to notify the Service Provider of such material, unanticipated increases in volumes, (i) the Service Provider shall be excused from related Service Level violations to the extent that the failure to meet the Service Level was as a result of the failure of the Service

 

15


 

Recipient to notify it of any such fluctuations provided that the Service Provider shall notify the Service Recipient of any such failure to meet such Service Levels together with the reasons for such failure and use commercially reasonable efforts to continue to meet the affected Service Levels; and (ii) the Service Recipient shall pay the Service Provider the costs to increase capacity required to meet the Service Recipient's increased usage that may have otherwise been mitigated with a reasonable notice period save where the fluctuations are within any volume assumptions that have been included with the Charges.


9.5 Subject to Applicable Law, the Parties may agree to share Visa Data with each other in order to satisfy specific mutually agreed requirements. The Parties shall work together in good faith to facilitate timely and efficient access to Visa Data required by the Parties for Visa Products pursuant to the Global Data Model. Each Party will have its own independently architected environments which will separately and collectively achieve the levels of performance, security, safety and soundness necessary to support Interoperability. The Parties will work together in good faith, where possible and commercially viable to each Party, to develop future architectural solutions that will minimise the on-going need to share detailed transaction data. For avoidance of doubt, such development shall not require the Parties to reengineer existing systems. Unless otherwise agreed by the Parties, a Party's data shall not be shared with, or copied or accessed by, the other Party.

9.6 Customer Data

  9.6.1 Each Party shall own all information relating to its Customers, Members or Cardholders, cards issued by its Customers or Members and Merchants acquired by its Customers or Members (together "Customer Data"). The Service Provider shall maintain the integrity of the Service Recipient's Customer Data and provide the Service Recipient with access to the Customer Data as is required for the provision of the Services.

  9.6.2 Subject to paragraph 9.6.1, in the event that the Service Recipient requires additional access to or the provision of the Service Recipient's Customer Data, then at the Service Recipient's request the Service Provider shall provide the Service Recipient's Customer Data to the Service Recipient as a Professional Service in accordance with paragraph 16.2.

  9.6.3

The Service Provider shall retain the Service Recipient's Customer Data that it holds in accordance with the "Records Management Corporate Policy" in effect as at the date of this Agreement (where Visa is the Service Provider) and Europe's equivalent policy in effect as at the date of this Agreement (where Europe is the Service Provider) unless otherwise agreed between the Parties; provided, that, upon prior written notice to the Service Recipient, the Service Provider may amend such policies in order to comply with Applicable Law or Good Industry

 

16


 

Practice. To the extent that the Service Recipient requests the retention and back-up activities carried out by the Service Provider to differ from such policies, the Service Recipient shall request such treatment as a Change subject to the Change Control Process.


10 Authorised Representatives

Each Party may, by notice in writing to the other Party, change the identity of any of its Authorised Representatives.


11 Business Continuity/IT Disaster Recovery

Each Party shall have in place commercially reasonable business continuity and IT disaster recovery plans in relation to the provision of the Services.


12 Regulatory Compliance

12.1 Compliance

  12.1.1 The Service Provider shall obtain and maintain throughout the Term from applicable Authorities all the consents and permissions (statutory, regulatory or otherwise) that such Authorities may require and which are necessary to enable the provision of the Services and performance of its other obligations under this Schedule. The Service Provider shall, at its own cost, pay all fees and taxes associated with obtaining such consents and permissions required to comply with Applicable Law, save that if as a result of a change in Applicable Law the Service Provider is required to pay an applicable Authority a consent fee or permission fee (which, for the avoidance of doubt, shall not include taxes or similar such charges) which is necessary to enable the provision of the Services. The cost of such fees shall be borne in accordance with paragraph 12.5.2.

  12.1.2 Each Party shall comply with all Applicable Law at all times when performing its obligations under this Schedule or enjoying its benefits, insofar as such Applicable Law applies to the Services. Subject to paragraph 12.5.2, each Party shall provide such assistance and co-operation as the other may reasonably require in order to comply with Applicable Law, including, for example, data privacy laws applicable to either Party.

  12.1.3 Each Party, upon learning of any changes in the Applicable Laws originating from, in the case of Europe, the Territory, and, in the case of Visa, anywhere outside the Territory, must notify the other Party of such changes.

  12.1.4

Each Party shall, in accordance with Good Industry Practice and Applicable Law, have in place and implement an appropriate risk management programme which contains policies, standards and implementation practices and which will include, for example, the matters currently covered by the ‘common controls' and ‘key controls' in existence as of the Effective Date, as set out below, and which each

 

17


 

Party may modify for its own business in order to maintain consistency with Good Industry Practice and Applicable Law. These are:


  (i) global data protection;

  (ii) business continuity management;

  (iii) third party alliances;

  (iv) member risk;

  (v) privacy and protection of personal account-holder information; and

  (vi) anti-money laundering.

The Parties shall work together to ensure a co-ordinated approach to risk management where appropriate including introducing new or additional areas to be included within their respective risk management programmes.


  12.1.5 Each Party shall advise the other Party immediately if it becomes aware of any non-compliance or reasonably suspected non-compliance by the Service Provider with the provisions of paragraphs 12.1.1 to 12.1.4 in connection with the performance of the Services. If such an event occurs, each Party shall make available to the other Party any records or reports that the other Party reasonably requires for the purposes of any further investigation of such non-compliance or suspected non-compliance. For the avoidance of doubt, such records shall not include documents subject to attorney-client privilege, attorney work-product privilege or confidentiality obligations with third parties.

12.2 Global Fraud Control Standards.

  12.2.1 The Parties will work together in good faith to develop and agree global fraud control standards (the "Global Fraud Control Standards"). Subject to Applicable Law, each Party will monitor and enforce the Global Fraud Control Standards and supporting reporting requirements for all Members, Customers, Cardholders, Merchants and Processors.

  12.2.2 The Parties agree that all Global Fraud Programmes (including the programme known as the merchant fraud performance programme) existing as at the Effective Date shall continue, and both parties will fulfil their obligations in respect of such and programmes, unless otherwise agreed between the Parties.

12.3 Global Quality and Compliance Programmes

  12.3.1 The Parties will work together in good faith to develop and agree global quality and compliance programmes necessary to support service quality and compliance (the "Global Quality and Compliance Programmes"). Each Party will implement the Global Quality and Compliance Programmes within its respective jurisdiction.

 

18


  12.3.2 Visa shall be responsible for the implementation and administration costs associated with the Global Quality and Compliance Programmes implemented by Visa outside the Territory (the "Visa Global Quality and Compliance Programmes") and shall retain the fees collected in respect of the Visa Global Quality and Compliance Programmes.

  12.3.3 Europe shall be responsible for the implementation and administration costs associated with the Global Quality and Compliance Programmes implemented by Europe within the Territory (the "Europe Global Quality and Compliance Programmes") and shall retain the fees collected in respect of the Europe Global Quality and Compliance Programmes.

12.4 Correspondence

  12.4.1 If a Party receives any correspondence from any Authority that specifically relates to, or has a potentially significant adverse impact on, the Services, and such correspondence is not available to the other Party, the Party in receipt of such correspondence will provide a copy of that correspondence to the other Party unless it is prevented from doing so by Applicable Law or an Authority. The Parties shall consult each other over such correspondence and promptly notify one another of any changes that may be required as a result of such correspondence.

12.5 Changes to Applicable Law

  12.5.1 If a change to any Applicable Law necessitates a change to the performance of any obligation under this Schedule, including the provision of the Services (a "Regulatory Change"), then such Regulatory Change shall be effected as a Change Request.

  12.5.2 The cost of implementing any Regulatory Change will be apportioned as follows:

  (i) if the Regulatory Change originates outside the Territory, then Visa will bear all the costs of that Regulatory Change;

  (ii) if the Regulatory Change originates in the Territory, then Europe shall bear all the costs of that Regulatory Change; and

  (iii) if the Regulatory Change originates anywhere both in and outside the Territory simultaneously then each Party shall bear its own costs incurred as a result of that Regulatory Change.

For the avoidance of doubt, if the Regulatory Change or in respect of the consent fee or application fee (referred to in paragraph 12.1.1) is required to provide the Service, or is carried out for other service recipients of the Service Provider, the

 

19


Service Recipient shall only bear an equitable proportion of the Service Provider's cost or the consent fee or application fee referred to in paragraph 12.1.1.


  12.5.3 If there is any disagreement between the Parties under paragraph 12.5.2 regarding any Regulatory Change or potential Regulatory Change, such dispute will be decided in accordance with the Expedited Dispute Resolution Procedure; provided, that, such procedure shall not serve to delay the Regulatory Change and shall only determine the allocation of costs.

13 Charges

  13.1 The Charges for the Services shall be as set out in Attachment 6 (Pricing and Financial Provisions) and shall be calculated in accordance with Attachment 6 (Pricing and Financial Provisions).

  13.2 Subject to paragraph 7.3.3, the Service Provider shall not be entitled to invoice any amount (including the Charges) in respect of Services which were or are required to remedy the Service Provider's failure to fulfil its obligations under this Schedule.

  13.3 The Service Provider shall not charge the Service Recipient for any goods or services or other activities provided under or in connection with this Schedule, or for any costs the Service Provider may incur in fulfilling any of its obligations under this Schedule except to the extent that (i) Attachment 6 (Pricing and Financial Provisions) or a Statement of Work expressly provides for the payment of Charges, (ii) this Schedule otherwise provides for the recovery of reasonable costs, or (iii) the Parties otherwise agree in writing.

13.4 Changes to Pricing of SRI Services

  13.4.1 Either Party may, at any time, propose a price change of any SRI Service upon written notice to the other Party, such price change to take effect subject to agreement by the Parties or, if upon determination in accordance with paragraph 13.4.3, the latter of the expiration of the SRI Pricing Term or upon the month following such determination.

  13.4.2 In the event the price change is not accepted, the Party proposing the price change may require the Parties' Authorised Representatives to meet in order to discuss the basis for such change within fifteen (15) days. In the event the Parties cannot resolve their disagreement within fifteen (15) days of meeting, the Party requesting a price change may require the Parties to designate, at their own discretion, either their Chief Financial Officer or Chief Operating Officer to discuss within thirty (30) days the basis for such change.

  13.4.3

If the Parties are unable to resolve their disagreement over the price change within thirty (30) days of their final meeting pursuant to paragraph 13.4.2, either Party may refer the matter to an independent, internationally reputable accounting firm, to be agreed by the Parties, such agreement not to be unreasonably

 

20


 

withheld. Each Party shall submit a price proposal to that accounting firm along with written substantiation for such proposal.


  13.4.4 The accounting firm, having received proposals, will choose as the binding price for the agreed timeframe proposed (and in the event a timeframe is not agreed for such proposals, for the default time period of one (1) year) the proposal submitted by one of the Parties that most resembles a fair and reasonable price for the Services, taking into account any changes in the conditions of providing the Services such as cost, scope, usage levels, transaction volumes of the Services, Service Levels, and any market rates that may be applicable.

  13.4.5 For the avoidance of doubt, the accounting firm will not have the authority to propose a different price from the price submitted by each Party or to re-evaluate the reasonableness of the Parties' prior agreement on prices in light of the conditions in which such agreement was reached.

  13.4.6 With respect to the procedure set out in paragraphs 13.4.3 to 13.4.4:

  (i) the costs of the procedure shall be paid by the Party whose proposal was not adopted;

  (ii) the Parties shall meet with the accounting firm to present their views:

  (a) at least once;

  (b) always in English; and

  (c) never in the absence of the other Party;

  (iii) the Parties shall agree upon:

  (a) procedures for submitting proposals to the accounting firm;

  (b) subject to paragraph 13.4.6(ii), the number of meetings with the accounting firm in which they can present their views;

  (c) the location of such meetings; and

  (d) the procedures for such meetings,

but in the event the Parties cannot agree within thirty (30) days of referral of the matter to the accounting firm, the accounting firm shall be empowered to decide such issues within fifteen (15) days of the request of either Party;


  (iv) the accounting firm shall issue its decision within ninety (90) days of determination of procedural issues pursuant to paragraph 13.4.6(iii).

  13.4.7 For the avoidance of doubt, this paragraph 13.4 does not create any additional auditing rights on behalf of either Party or the accounting firm referenced herein.

 

21


14 Invoicing and Payment

14.1 The Service Provider shall invoice the Service Recipient monthly in arrears for the Services in accordance with Attachment 6 (Pricing and Financial Provisions) unless agreed otherwise between the Parties, such invoices to be in US dollars in the case of Visa being the Service Provider and Pounds Sterling or Euros in the case of Europe being the Service Provider and to set out adequate justification for the invoiced amounts.

14.2 Subject to paragraph 14.3, all invoices submitted by the Service Provider in accordance with this Schedule shall be paid by the Service Recipient thirty (30) days following the end of the month in which the invoice is received.

14.3 All charges, costs and expenses due under this Schedule must be invoiced by the Service Provider as part of the Charges within ninety (90) days of the date the Service Provider is first entitled to invoice such sums. The Service Provider irrevocably waives the right to payment of any sums not invoiced within this period.

14.4 If either Party has not paid any invoices by their due date, all sums will accrue interest at a rate equal to the Interest Rate.

14.5 The Service Recipient may retain and set off any amount owed to it by the Service Provider against any amount due to the Service Provider under this Schedule if and only if the Parties agree in writing as to the amount owed to the Service Provider.

14.6 If the Service Recipient reasonably and in good faith disputes its obligation to pay part or all of an invoice submitted by the Service Provider under this Schedule, then notwithstanding anything to the contrary in this Schedule:

  14.6.1 the Service Recipient must notify the Service Provider in writing of the amount of the invoice which it disputes being obligated to pay (the "Disputed Amount") and the reasons why it considers it is not obligated to pay the Disputed Amount;

  14.6.2 subject to paragraph 14.8, the Service Recipient's failure to pay the Disputed Amount will be deemed not to be a breach of this Schedule;

  14.6.3 the Service Recipient must pay the undisputed balance of the invoice to the Service Provider in accordance with this Schedule;

  14.6.4 the Parties must as soon as reasonably practicable discuss and use their respective reasonable endeavours to agree how much of the Disputed Amount is payable to the Service Provider; and

  14.6.5 if the Parties are unable to reach agreement pursuant to paragraph 14.6.4 within fifteen (15) days, then either Party may refer the matter to the Expedited Dispute Resolution Procedure to determine whether all or part of the Disputed Amount is properly due and payable under this Schedule.

 

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14.7 The Service Provider shall provide the Service Recipient with notice of any actual or estimated Charges for Services rendered in the immediately preceding year within five (5) Working Days following the end of each financial year in relation to any Charges that are outstanding as at that date.

14.8 Where:

  14.8.1 the Service Recipient does not in good faith dispute the Charge; and

  14.8.2 fails to pay an amount due to the Service Provider within sixty (60) days of the due date for payment of the invoice; and

  14.8.3 the Service Provider has notified the Service Recipient of such failure to pay and given the Service Recipient twenty (20) days to remedy this,

then:


  14.8.4 provided, that, such Service is not an SRI Service, the Service Provider may terminate the Service that relates to the unpaid Charge;

  14.8.5 where such Service is an SRI Service, without waiving any of its other rights or remedies under law or equity, the Service Provider shall not be obliged to comply with paragraphs 4.2, 7 (except for paragraph 7.1.1), 9.1.1, 9.1.2, 9.1.3, 9.1.5 (except as it relates to 9.1.4), 15, 16.2, 17.3, 25 and 27 of this Schedule for the period during which the amount owed by the Service Recipient remains outstanding; provided, that, the Service Provider shall resume the performance of its obligations under those paragraphs immediately upon payment of the outstanding amount by the Service Recipient.

15 Service Standard

15.1 **

15.2 **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

23


15.3 **

16 Change Control Process

16.1 Professional Services

  16.1.1 The Service Recipient may at any time request, and the Service Provider may at any time offer, a Professional Service, pursuant to a Statement of Work, to be negotiated and agreed by the Parties. The Service Recipient is under no obligation to procure a Professional Service. The Service Provider is under no obligation to offer Professional Services, except as set forth in paragraph 16.2. Subject to paragraph 26.6 but otherwise notwithstanding any other paragraph in this Schedule, the termination provisions for a Professional Service will be as set out in the relevant Statement of Work.

  16.1.2 No Statement of Work shall be binding on a Party unless executed by an Authorised Representative of each Party.

  16.1.3 The Parties may, each in their sole discretion, follow similar procedures to those set forth under paragraph 16.2 for the purpose of agreeing to new Statements of Work. Each Party shall bear its own costs associated with negotiating, preparing and agreeing upon a Change Request or service request under this paragraph 16.

16.2 Service Changes

  16.2.1 The Service Recipient may at any time request:

  (i) a modification or enhancement to the Services ("Change Request");

  (ii) a New Service pursuant to paragraph 16.3 that has been classified as an SRI Service pursuant to paragraph 4.5.3;

  (iii) testing to determine the impact of changes made to the Service Recipient's systems on (a) the Service Provider's systems; (b) the Service Provider's Customers (where Visa is the Service Provider) and Members (where Europe is the Service Provider), and (c) Interoperability Interfaces;

  (iv) the provision by Visa to Europe of assistance reasonably necessary to enable Europe's use of Licensor Source Materials in accordance with the License Agreements; provided, that, Visa has not ceased using such

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

24


 

Licensor Source Materials in excess of two (2) years prior to any request for such assistance;


  (v) the provision of consulting and advisory services in order to assess the impact of proposed changes to the Service Recipient's systems on the Service Provider's systems and Members or Customers (as the case may be);

  (vi) the provision of information pursuant to paragraph 9.1.4, where, pursuant to paragraph 9.1, the Service Recipient is required to pay for such information;

  (vii) the provision of information pursuant to paragraph 9.6.2; or

  (viii) the provision of those services reasonably necessary to maintain or restore the Interoperability of VE Systems and Visa Systems.

In doing so, the Service Recipient will provide enough resources, information and input, in a timely manner, that might be reasonably required by the Service Provider to assess the proposed change, including the Service Level that the Service Recipient requires for the modification/enhancement and all business and functional specifications reasonably required by the Service Provider. To the extent that the implementation of any request pursuant to this paragraph 16.2.1 requires Professional Services, such Professional Services shall be defined in a Statement of Work.


  16.2.2 If the Service Recipient submits a request pursuant to paragraph 16.2.1 the Service Provider will provide the Service Recipient with a proposal for the change within thirty (30) days of receiving such request, and such proposal shall set out:

  (i) the scope of the change;

  (ii) a reasonable timeframe for implementation;

  (iii) a reasonable price (on, at the Service Recipient's request, a fixed price, time and materials, capped price or any other pricing basis), including separate Charges for setting out the implementation and ongoing Services and a high-level breakdown of the reasonable price proposed by the Service Provider;

  (iv) any tests that the Service Recipient might reasonably be advised to perform in order to ensure that the modification or enhancement meets the Service Recipient's requirements; and

  (v) any impact the proposed change might have on any other Services, to the extent that such impact should have been known to the Service Provider in accordance with Good Industry Practice.

 

25


  16.2.3 Within a reasonable time after receipt of the proposal set out in paragraph 16.2.2 above, the Service Recipient shall notify the Service Provider of any comments it has or changes it would like to be made in relation to the proposal.

  16.2.4 The Service Provider shall reasonably take into account such comments and changes and shall submit a new proposal to the Service Recipient within a reasonable time of receiving the Service Recipient's input but in any event no more than thirty (30) days later.

  16.2.5 The process set out in paragraphs 16.2.3 and 16.2.4 above shall continue until the Parties agree on a proposal. Such proposal shall be documented and signed by both Parties' Authorised Representatives as a finalised Service Change Note and the Service Provider shall implement the modification or amendment to the relevant Service in accordance with the terms of that Service Change Note and this Schedule.

  16.2.6 The Service Provider must offer a proposal to implement a request pursuant to paragraph 16.2.1 for a reasonable price and in a reasonable timeframe unless the provision of such new or changed Service would (i) contradict the Global Rules, (ii) be technically impossible, (iii) result in a breach of Applicable Laws, or (iv) subject to paragraph 12.5, not be reasonably feasible to implement prior to the expiry of the Service's term, if such Service is an Optional Service.

  16.2.7 The obligations set forth in this paragraph 16.2 shall not require the Service Provider to reallocate resources that are already deployed or allocated for other purposes.

16.3 New Services

The Service Recipient may at any time request, and the Service Provider may at any time offer, a New Service, to be added to the Service Catalogue. Unless deemed to be an SRI Service pursuant to paragraph 4.5.3, such New Service shall be an Optional Service and its terms shall be negotiated and agreed at "commercial arms-length," including the Service Levels that the Service Recipient requires for the New Service, the price, the term and the Minimum Period.


17 Audit Rights

17.1 Each Party shall have a Type II SAS 70 audit or comparable equivalent performed annually, or as otherwise may be required by Applicable Law, by a third party auditor of its own choosing. The Parties shall provide each other one copy of the audit letter and audit report for each such audit at no charge. The Type II SAS 70 audit or comparable equivalent shall be performed in accordance with ISO 17799.

17.2 [INTENTIONALLY LEFT BLANK]

 

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17.3 General Audit Rights

  17.3.1 The Service Provider shall be responsible for auditing itself. The Service Recipient shall not itself audit the Service Provider.

  17.3.2 The Service Provider shall develop its own audit plans and shall conduct its audits in accordance with such plans. The Service Provider shall share its audit plans with the Service Recipient in advance and provide the Service Recipient with an opportunity to request changes to the plan. If the Service Provider chooses not to make such changes, the Service Recipient shall be entitled to appear before the Service Provider's board audit committee to explain the desire and rationale for such change. If the Service Provider's board audit committee refuses to make the requested change, the issue may be referred to the Expedited Dispute Resolution Procedure.

  17.3.3 The Service Recipient shall be entitled to review Material Findings from the Service Provider's audit reports within thirty (30) days after such reports are shared with the Service Provider's board or board committee. The Service Provider shall share remedial plans for these Material Findings that the Service Recipient requests to see.

  17.3.4 The Service Recipient shall share with the Service Provider best practice learnings revealed by the Service Recipient's own audits, subject to any applicable legal constraints, and the Service Recipient shall share with the Service Provider its SAS 70 audit reports.

17.4 Regulator Access Rights and Co-operation

  17.4.1 Each Service Provider shall, and shall procure that any Subcontractor shall (to the extent reasonably necessary and applicable to the performance of the Services by any such Subcontractor), permit and co-operate with any inspection by a Regulator of the Service Recipient or representative or appointee of such Regulator with respect to the provision of the Services. Such Service Provider shall and shall procure that any Subcontractor shall:

  (i) make itself available to any Regulator inspection team, and for meetings with representatives or appointees of the Regulator;

  (ii) subject to reasonable attempts to obtain assurances of confidentiality, produce to any representatives or appointees of the Regulator any data, records, documents, files, other computer data and other material in its possession, power or control that such representatives or appointees may request;

  (iii)

give any representatives or appointees of the Regulator access to its premises, or procure for such representatives or appointees access to any

 

27


 

Subcontractor's premises, and such facilities therein (including access to any data, documents or records) as such representatives or appointees may require;


  (iv) to the extent permitted or not prohibited by the Applicable Law in the Territory (where Europe is the Service Provider) and anywhere outside the Territory (where Visa is the Service Provider) permit any representatives or appointees of the Regulator to copy documents or other material on their or any Subcontractor's premises or elsewhere and to remove copies and hold them elsewhere, or provide any copies as requested by any such representatives or appointees;

  (v) to the extent permitted or not prohibited by the Applicable Law in the Territory (where Europe is the Service Provider) and anywhere outside the Territory (where Visa is the Service Provider), permit any representatives or appointees of the Regulator to print information in their possession, power or control, or procure permission for such representatives or appointees to print information in any Subcontractor's possession, power or control, which is held on computer or on microfilm, or otherwise convert it into a readily legible document or any other record which the Regulator may request;

  (vi) answer truthfully, fully and promptly all questions put to it by the Regulator or its appointees; and

  (vii) save as required as part of the Services, for a commercially reasonable period of time, retain the data, records, documents, files, other computer data and other material in its possession of a type which may be requested by any representative or appointee of the Regulator under paragraphs 17.4.1(iii) or 17.4.1(iv) above.

  17.4.2 Each Service Provider shall, and shall procure that any Subcontractor shall, deal with the Regulator in an open and co-operative way in the discharge by the Regulator of its functions under Applicable Law; provided, that, if a Service Recipient is subject to the jurisdiction of more than one Regulator, the Parties will discuss with the Service Recipient's Regulator the coordination of its inspection with the other Regulators and the sharing of information consistent with Applicable Law, in order to minimize any disruption to the activities of the Service Provider caused by the Service Provider's compliance with paragraph 17.4.1.

  17.4.3

Each Party acknowledges that an audit by the Regulator may be required for regulatory purposes and shall ensure that any Subcontractor maintains all relevant records in such manner and to such standard as may reasonably be

 

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required by either Party for the purposes of compliance with any such regulatory purposes.


  17.4.4 To the extent the Service Provider avails itself to a review by a Regulator at the request of the Service Recipient, the Service Recipient shall reimburse the Service Provider for the Service Provider's reasonable costs incurred in connection with complying with such Regulator's review unless such review reveals a material non-compliance of any Applicable Law on the part of the Service Provider relating to the soundness and/or security of the Service Provider's operations including in relation to systems and controls to manage the operations, and data and operational integrity.

18 Intellectual Property Rights

18.1 License Agreements

In case of any inconsistency between one or more provisions of this paragraph 18 and one or more provisions of the License Agreements, the provisions of the License Agreements will prevail.


18.2 Pre-existing Intellectual Property

Subject to the License Agreements, all rights in any Intellectual Property belonging to a Party prior to the Effective Date will remain vested in that Party.


18.3 Ownership of Intellectual Property

  18.3.1 To the extent that any Intellectual Property rights are created in the deliverables produced by the Service Provider pursuant to Services under this Schedule, and only to the extent such Intellectual Property rights are not governed by the License Agreements, the Service Provider hereby grants to the Service Recipient a non-transferable, non-exclusive license, for the Term, to use, modify, adapt and enhance such deliverables solely for the purpose (i) of receiving the Services, and (ii) performing its obligations in accordance with the terms of this Schedule. Any Intellectual Property rights created by the Service Recipient in so modifying, adapting and enhancing any such deliverable shall vest in the Service Provider. The Service Recipient agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to vest any such Intellectual Property rights in the Service Provider.

  18.3.2 Without prejudice to the ownership and use rights of any pre-existing Intellectual Property Rights, and subject to the License Agreements, all rights in any Intellectual Property created under or pursuant to this Schedule in relation to the performance of the Visa Services shall be owned by Visa.

 

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  18.3.3 Without prejudice to the ownership and use rights of any pre-existing Intellectual Property Rights, and subject to the License Agreements, all rights in any Intellectual Property created under or pursuant to this Schedule in relation to the performance of the Europe Services shall be owned by Europe.

  18.3.4 Each Party shall cease use and shall return or procure the return to the Party who owns the Intellectual Property of all copies of that Party's Intellectual Property (in whatever form) that have been provided to the returning Party and any further copies thereof made by the returning Party or its Subcontractors or, at the owning Party's option, ensure that all such copies are destroyed and certify the same to the owner of the Intellectual Property, upon expiration or termination of this Schedule or the revocation of the license.

  18.3.5 Except to the extent licensed under the License Agreements, the Service Provider hereby licenses (or sub-licenses as the case may be) the Service Recipients and its Affiliates to use the Intellectual Property (used by the Service Provider in providing the Service) to the extent required to receive and/or use the Services.

19 Warranties and Representations

19.1 Mutual Warranties

Each Party warrants, represents and undertakes that:


  19.1.1 it has full capacity and authority to enter into and to perform this Schedule;

  19.1.2 this Schedule is executed by a duly authorised representative of that Party; and

  19.1.3 once duly executed, this Schedule will constitute its legal, valid and binding obligations.

19.2 Date of Warranties

The warranties given in paragraph 19.1 are given as at the Effective Date and shall continue in full force and effect for the Term.


19.3 Disclaimer of Warranties

Save as expressly provided in this Schedule, all warranties (whether implied by common law, statute, custom or otherwise) are hereby excluded.


20 Liability

20.1 Exclusions

Subject to paragraphs 20.2 and 20.4 but otherwise notwithstanding any other provision of this Schedule, neither Party shall be liable to the other or to any third party, whether in contract (including under any indemnity or warranty), in tort (including negligence) under any statute or otherwise for or in respect of any indirect or consequential loss or loss of

 

30


profit or revenue of whatever nature whether or not reasonably foreseeable, reasonably contemplated or actually contemplated by the Parties at the Effective Date.


20.2 Recoverable Loss

  20.2.1 Subject to paragraphs 20.3 and 20.4, the sole damages recoverable with respect to breaches by:

  (i) either Party, of its obligations under this Schedule in relation to the provision or enjoyment of Services relating to processing of International Transactions (including settlement services);

  (ii) Visa where it is the Service Provider, of its obligations under this Schedule in relation to the provision of settlement services relating to VE Transactions before 31 December 2008,

shall be (a) any losses, fines and expenses imposed by an Authority, (b) revenue lost to the Service Recipient, including lost fees and appropriate interest; and/or (c) the cost incurred by either Party in borrowing money as a result of the other Party's breach in performing the transactions set out in (i) and (ii) above.


  20.2.2 Nothing in this Schedule shall limit the Service Recipient's right to recover for recoveries pursuant to the Parties' indemnification obligations set forth in paragraph 21.

  20.2.3 Subject to paragraph 20.4, all other damages are expressly excluded from being recoverable under this Schedule.

20.3 Fiscal Limits

  20.3.1 All recoveries pursuant to paragraph 20.2.1 shall be limited to ** dollars and no cents ($**) per year.

  20.3.2 All recoveries pursuant to paragraph 21.3 or 21.4 shall be subject to the limit set forth in Sections 11.4(a) and 11.4(b) of Schedule 2.

  20.3.3 All recoveries pursuant to paragraph 21.5 shall be limited to ** dollars and no cents ($**) per year.

20.4 Exceptions

The limits on liability set out in this paragraph 20 shall not apply in respect of:


  20.4.1 any liability for death or personal injury resulting from a Party's negligence;

  20.4.2 any liability for fraudulent misrepresentation;

  20.4.3 the obligation on the Service Recipient to pay the Charges;

  20.4.4 gross negligence, wilful default or wrongful termination of this Schedule;

  20.4.5 the obligations under or liability for breach of paragraph 23 (Confidentiality); or

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

31


  20.4.6 any other liability to the extent which it cannot be lawfully excluded.

21 Indemnities

21.1 General Indemnification

  21.1.1 Solely to the extent arising or resulting from activity within the Field of Use or Expanded Field, and subject to Sections 11.2 to 11.4 of Schedule 2 and Sections 13.2 to 13.4 of Schedule 3 and paragraphs 21.3, 21.4, and 21.5 of this Schedule, Europe shall indemnify and hold harmless Visa and its Affiliates, and each of its and their respective officers, directors and employees against any and all Damages suffered by or payable by Visa arising out of, or resulting from, any Claim brought against Europe or Visa in the Territory (including, without limitation, any antitrust Claims, any Claims involving, concerning or relating directly or indirectly to a Global Rule, or the Priority Global Customer Terms and any other Claims whatsoever).

  21.1.2 Solely to the extent arising or resulting from activity within the Field of Use or Expanded Field, and subject to Sections 11.2 to 11.4 of Schedule 2 and Sections 13.2 to 13.4 of Schedule 3 and paragraphs 21.3, 21.4 and 21.5 of this Schedule, Visa shall indemnify and hold harmless Europe and its Affiliates, and each of its and their respective officers, directors and employees against any and all Damages suffered by or payable by Europe arising out of, or resulting from, any Claim brought against Europe or Visa outside the Territory (including, without limitations, any antitrust Claims, any Claims involving, concerning or relating directly or indirectly to a Global Rule, or the Priority Global Customer Terms and any other Claims whatsoever).

  21.1.3 Subject to and consistent with both Parties' obligations under this paragraph 21.1 to indemnify each other for any claim brought in their respective territories, Europe shall not be obliged to indemnify Visa for any Claims relating to, or arising out of, Europe's membership association structure.

21.2 [INTENTIONALLY LEFT BLANK]

21.3 The Service Provider shall indemnify the Service Recipient and its Affiliates, and each of their respective officers, directors, employees, stockholders, agents and representatives, against any and all Damages arising or resulting from any Claim alleging an Intellectual Property right violation by the Service Recipient or its Affiliates arising out of their receipt or use of the Services.

21.4

In relation to Intellectual Property created pursuant to this Schedule, the Party creating such Intellectual Property shall also assume the same indemnification obligations as the Licensor with respect to such Intellectual Property as the obligations and conditions set forth in Section 11.3 of Schedule 2 and Section 13.3 of Schedule 3; provided, that, where

 

32


 

an infringement claim results from (i) specifications provided by a Service Recipient for the creation of certain deliverables under this Schedule, or (ii) a Service Recipient's enhancements or modifications of deliverables created under this Schedule, such Service Recipient shall indemnify the Service Provider for such Claims in the same manner as set forth in Section 11.3 of Schedule 2 and Section 13.3 of Schedule 3, notwithstanding which Party has taken ownership of such deliverables.


21.5 A Service Recipient shall indemnify, defend, and hold a Service Provider harmless, from and against all Claims and liabilities arising from or in relation to any claim arising out of the provision of the Services brought by any (a) Member where Europe is the Service Recipient, and (b) Customer where Visa is the Service Recipient.

21.6 [INTENTIONALLY LEFT BLANK]

21.7 Indemnification Procedures

  21.7.1 With respect to the indemnification provided for in paragraphs 21.1, 21.3, 21.4 and 21.5 if any Party (the "Indemnified Party") receives written notice of the commencement of any investigation, action, proceeding or the assertion of any claim by a third Person, or the imposition of any penalty or assessment, for which indemnity may be sought under paragraphs 21.1, 21.3, 21.4 and 21.5 (a "Third Party Claim"), and such Indemnified Party intends to seek indemnity pursuant to paragraphs 21.1, 21.3, 21.4 and 21.5 the Indemnified Party shall immediately provide the other Party (the "Indemnifying Party") with notice of such Third Party Claim; provided, however, that the failure to give such notice as provided herein will relieve the Indemnifying Party of its obligations only to the extent such failure actually prejudices the Indemnifying Party hereunder. The Indemnifying Party shall be entitled to participate in or, at its option, assume the defence, appeal or settlement of such Third Party Claim; provided, that, the Indemnifying Party shall not be entitled to assume or continue to maintain control of such defence, appeal or settlement if:

  (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation;

  (ii) there is an adverse determination with respect to such investigation, action, proceeding or other claim that would reasonably be likely to be materially detrimental to or injure the Indemnified Party's reputation or future business prospects;

  (iii) the claim seeks an injunction or equitable relief against the Indemnified Party; or

  (iv) such assumption or control of such defence, appeal or settlement would give rise to a conflict of interest between the Parties to such defence; or

 

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  (v) the Indemnifying Party fails irrevocably to acknowledge and confirm its liability to indemnify the Indemnified Party against such Third Party Claim and waive all defences it may have against such liability, within sixty (60) days from its receipt of the written notice referred to in this paragraph 21.7.

  21.7.2 If the Indemnifying Party assumes the defence, appeal or settlement of such Third Party Claim, such defence, appeal or settlement shall be conducted through counsel selected by the Indemnifying Party and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith. No Third Party Claim (regardless of whether the Indemnifying Party has assumed control of such Third Party Claim or such Third Party Claim falls into any of the categories set forth in 21.7.1(i) through 21.7.1(v) above) may be settled or compromised (A) by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed or (B) by the Indemnifying Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. In the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under paragraphs 21.1, 21.3, 21.4 and 21.5 in respect of such Third Party Claim for the period governed by such settlement, compromise or consent. Notwithstanding anything herein, if any such action, proceeding or claim challenges the validity or enforceability, or attempts to have cancelled or deemed abandoned, any of either Party's Intellectual Property licensed hereunder, that Party may intervene in the primary prosecution of, and shall have the sole right to control the defence and settlement of any such action, proceeding or claim, to the extent related to such challenge to its Intellectual Property.

22 Force Majeure

22.1 Force Majeure Events

  22.1.1

In the event of a Force Majeure Event, performance of a Party's obligations under this Schedule shall be excused, but only for only for as long as the relevant Party is unable to perform its obligations as a consequence of the Force Majeure Event. If after the Force Majeure Event ceases, the Service Recipient is unable to pay the Service Provider the Charges as a consequence of the Force Majeure Event, the Service Recipient shall have six (6) months from date on which the Force Majeure Event ceases within which to pay the Service Provider the Charges save that the Service Recipient shall not be obliged to pay interest on such payment in accordance with Clause 13 of this Agreement, but the Service Provider shall be

 

34


 

entitled to interest on the outstanding Charges at LIBOR rate calculated from the date on which the outstanding Charges became due until all principal and interest on such outstanding Charges are paid in full.


  22.1.2 Each Party will promptly notify the other Party of any circumstances that are reasonably foreseeable to lead to a Force Majeure Event and immediately upon the occurrence of such an event.

  22.1.3 In the event of a Force Majeure Event, the Parties shall use:

  (i) reasonable best efforts in the case of Optional Services; and

  (ii) best efforts in the case of SRI Services,

to relocate or convert the affected Services to mitigate the impact and continue those Services' performance.


  22.1.4 Where despite such efforts set out in paragraph 22.1.3 above a Force Majeure Event results in a Service Provider's inability to meet applicable Service Levels, the Service Provider shall be excused from such Service Levels.

  22.1.5 Where despite the efforts set out in paragraph 22.1.3 above, a Force Majeure event that extends for at least twelve (12) months entirely frustrates performance, the Service Provider may terminate a Service.

  22.1.6 If the Service Recipient is not receiving the benefit of the Services that it should be receiving due to the Force Majeure Event, it may terminate due to that Force Majeure Event:

  (i) an SRI Service only when performance of such Service is entirely frustrated despite the expenditure of best efforts by the Parties; and

  (ii) an Optional Service when it has ceased receiving the benefit of such Service for thirty (30) days.

22.2 Financial Consequences

Notwithstanding any other provision of this Schedule, where the provision of the Services or part thereof is prevented or affected by a Force Majeure Event, then the Service Recipient's obligation to pay the Charges shall, to the extent to which those Charges relate to that part of the Services which is so prevented or materially affected, be reduced by an equitable amount (which in the case of total suspension of the Services would be an amount equal to the total Charges for the period of suspension), until the Service Provider resumes full performance of that part of the Service in accordance with the terms of this Schedule.


22.3 Contingency Plans

 

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Notwithstanding the generality of paragraph 22.1 above, the Service Provider shall not be able to rely on this paragraph 22 to the extent the failure to comply with its obligations as set out under this Schedule results from a failure to implement the business continuity or IT disaster recovery plans under paragraph 11 unless the Force Majeure Event was solely responsible for the Service Provider failing to implement such Business Continuity and IT Disaster Recovery plans.


23 Confidentiality

23.1 As a result of this Schedule, each Party may disclose to, or exchange with, the other Party certain information not available to the general public, including Trade Secrets ("Confidential Information"); provided, however, that the term "Confidential Information" shall not include any information that:

  23.1.1 is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Related Parties (as described in paragraph 23.2);

  23.1.2 is already at the time of disclosure in the possession of the Receiving Party or becomes available to the Receiving Party from a source (other than the Disclosing Party) that is not prohibited from disclosing such information by contractual, legal, equitable or fiduciary obligation to the Disclosing Party; and

  23.1.3 is independently developed by the Receiving Party's Related Parties who do not have access to the Confidential Information.

23.2 As used in this Schedule, "Disclosing Party" shall mean the Party that provided the Confidential Information to the other Party and the "Receiving Party" is the Party to which such Confidential Information is provided.

23.3

Subject to the Parties' obligations under paragraph 24, the Confidential Information shall be kept confidential and shall not, without the prior written consent of the Disclosing Party, be disclosed by the Receiving Party or by its directors, officers, agents, representatives, employees or Affiliates (collectively referred to as the "Related Parties") in any manner whatsoever except in so far as is necessary for the conduct of a Party's business; provided, that, the Customer Data may not be disclosed to any third party whatsoever, and, such disclosure of the other Confidential Information and any disclosure to a sublicense (except for the disclosure to an Affiliate) shall be subject to written agreement preserving the confidentiality thereof as Confidential Information in accordance with and as restrictive as the terms of this paragraph 23, and shall not be used by the Receiving Party or its Related Parties other than in connection with such Party's obligations, or the enforcement of its rights, under this Schedule. Notwithstanding the foregoing, each Party acknowledges that the terms of the other's membership agreements existing at the Effective Date contain sufficient confidentiality agreement with its members pursuant to this paragraph 23, unless or until such membership agreements are no longer in force or

 

36


 

the terms of such agreements are amended such that the confidentiality restrictions in such agreements impose less restrictive confidentiality obligations than are imposed under such agreements at the Effective Date. The Receiving Party agrees to reveal Confidential Information only to its Related Parties who need to know Confidential Information for the purpose of fulfilling such Party's obligations hereunder and who are informed by that Party of the confidential nature of Confidential Information and the terms of this Schedule. Each Party shall be solely responsible for any breach of this Schedule by its Related Parties.


23.4 Originals and all copies of Confidential Information in writing or any other medium provided by the Disclosing Party will be returned by the Receiving Party to the Disclosing Party immediately upon the written request of the Disclosing Party, unless otherwise necessary for such Receiving Party to exercise its rights under this Schedule. Notwithstanding the foregoing sentence, documents prepared by the Receiving Party or its Related Parties that are based upon Confidential Information from the Disclosing Party will be destroyed promptly upon the written request of the Disclosing Party, unless otherwise necessary for such Receiving Party to exercise its rights under this Schedule. Following the written request from the Disclosing Party to return copies of all Confidential Information, the Receiving Party shall deliver a certificate signed by one of its officers confirming that the Receiving Party has complied with the requirements of this paragraph 23.4.

23.5 In the event that the Receiving Party or anyone to whom it transmits Confidential Information pursuant to the terms of this Schedule becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other legal process) to disclose any of the Confidential Information, the Receiving Party will provide the Disclosing Party with immediate notice so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other appropriate remedy or waive compliance with this paragraph 23. In any case, the Receiving Party will furnish only that portion of the Confidential Information that its legal counsel advises in writing that it is legally required to furnish, and will use commercially reasonable efforts at the Disclosing Party's expense to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. The Receiving Party shall have no responsibility or liability to the Disclosing Party for disclosure of Confidential Information made in compliance with this paragraph 23.5.

23.6 Each Party's obligations under this paragraph 23 shall continue in perpetuity.

23.7 The Receiving Party acknowledges and agrees that Confidential Information to be disclosed to it hereunder may be of a unique character and that the breach of any provision of this Schedule may cause the Disclosing Party irreparable injury and damage, and consequently, the Disclosing Party shall be entitled, in addition to all other remedies available to it, to seek preliminary and permanent injunctive and equitable relief to prevent a breach of and to secure compliance with this paragraph 23.

 

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24 Data Protection and Security

The Parties shall enter into the Data Protection Agreement, attached as Attachment 7 (Data Protection Agreement), which shall apply to all Customer Data or other information regulated by Applicable Law that the Parties exchange in the course of providing or enjoying Services under this Schedule.


25 Information Rights and Step-In Rights

25.1 Information Rights

  25.1.1 If the Service Provider is not performing a Service in accordance with the Service Levels for a prolonged period of time or in a manner that is materially and severely impacting the provision of the services to the Service Recipient's customers, the Service Recipient may, without prejudice to its other rights and remedies under this Schedule, by notice to the Service Provider require the Service Provider to fulfil the obligations set out in paragraph 25.1.2 until such failure is resolved.

  25.1.2 Where the Service Recipient has issued a notice to the Service Provider in accordance with paragraph 25.1.1, the Service Provider shall continue to perform all of its obligations under this Schedule and shall:

  (i) devote all resources reasonably necessary for the resolution of the breach or failure to ensure that the breach or failure is resolved immediately;

  (ii) immediately provide the Service Recipient with adequate information to explain the nature and causes of the breach or failure and the action that has been taken or is considered being taken by the Service Provider to rectify the breach or failure;

  (iii) co-operate and promptly meet with the Service Recipient to agree promptly on a strategy to be implemented by the Service Provider for the resolution of that breach or failure;

  (iv) promptly notify the Service Recipient of any changes to the strategy from time to time and the reasons for those changes.

25.2 Right to Step-In

  25.2.1

Notwithstanding any other provision of this Schedule, the Service Recipient may, only by express agreement of the Service Provider's Chief Operating Officer, either by itself or by a third party agreed by the Parties, take over provision of the Services or any part of the Services solely for the purpose of (i) performing any necessary corrective measures, and (ii) providing the relevant Services in accordance with applicable Service Levels for no longer than necessary for the Service Recipient to do so. As part of agreeing whether or not the Service Recipient has a right of step-in, the Parties shall agree the step-out process and

 

38


 

the treatment of any costs that might arise in exercising this right. Charges for such Services shall not apply.


  25.2.2 The exercise by the Service Recipient of its rights under this paragraph 25 shall be without prejudice to any other rights or remedies of the Service Recipient, including any right of termination of the Services (or any part of them) under paragraph 26.

26 Term and Termination

26.1 Term

This Schedule shall become effective on the Effective Date, and shall continue in full force and effect until (i) each Service Recipient is no longer receiving any Services under this Schedule or (ii) in accordance with paragraph 26.3.


26.2 Exclusion of Common Law Termination Rights

Neither Party shall have the right to terminate this Schedule, in any circumstances, except as set out in this paragraph 26.


26.3 Termination of Schedule

  26.3.1 The Parties may agree to terminate this Schedule by mutual execution of a written document to that effect; provided, that, the Chief Executive Officer of each Party has approved such termination. In the event of any termination in accordance with this paragraph 26.3.1, the Parties' respective obligations, in addition to those set out in this Schedule that the Parties do not expressly waive, to each other upon termination, if any, shall be as set forth in such written termination document.

  26.3.2 A Party may terminate if the other Party wrongfully terminates the License Agreements, or if the License Agreements are otherwise lawfully terminated.

  26.3.3 If this Schedule is terminated for any reason, then each Party shall, unless otherwise barred by law, immediately pay the other Party (i) in respect of unpaid Charges for which invoices have been rendered and are owed under this Schedule; (ii) Damages incurred by the other Party that are recoverable under this Schedule and (iii) issue invoices in respect of any Charges for which it is entitled to render an invoice under this Schedule.

26.4 Termination of SRI Services

  26.4.1 An SRI Service may be terminated:

  (i) if the Parties agree in writing;

  (ii)

in accordance with any determination in accordance with paragraph 4.5 where it is determined pursuant to that paragraph that the Service meets

 

39


 

the Transformation Criteria and fulfils the procedural requirements set forth in paragraphs 4.5.4 and 4.5.5; or


  (iii) by the Service Recipient in accordance with paragraph 22.1.6(i).

26.5 Termination of Optional Services by Service Recipient

  26.5.1 The Service Recipient may at any time serve a notice on the Service Provider to terminate all or part of an Optional Service or Transitional Service:

  (i) for convenience, on no less than three (3) months' notice;

  (ii) if there is a material breach, or a series of breaches the combination of which has a material impact on the use and enjoyment of the Services or the Service Recipient's businesses, by the Service Provider of any of its obligations under this Schedule and (if capable of remedy) the Service Provider has failed to remedy the default(s) within thirty (30) days of receipt of notice giving full particulars of the default(s) and requiring them to be remedied;

  (iii) in the event the Service Provider is unable to provide the Service due to a prohibition of Applicable Law and the Service Provider has used its reasonable best efforts to obtain the relevant authorisations or to relocate or convert the affected Optional Services to enable the continued performance of those Services;

  (iv) when the Service Credits reach the maximum service credits allowed for the Service for ** in any consecutive ** period;

  (v) when the same or similar Service Level for a given Service is not met ** in any consecutive ** period;

  (vi) when the liability cap set forth in paragraph 20.3 is exhausted;

  (vii) due to a Force Majeure Event pursuant to paragraph 22.1.6(ii); or

  (viii) if there is a Change of Control of the Service Provider.

  26.5.2 The Service Recipient may request an extension of the final termination date for a terminated Optional Service and the Service Provider shall continue to provide the Optional Service until the end of the date specified by the Service Recipient, at the previous Charge for the Service plus five percent (5%) save to the extent that the extension is as a result of the Service Provider not complying with its obligations under this Schedule (including paragraph 27.1 and any Exit Plan); provided, that, such new termination date is not later than the final day of the original term for such Optional Service.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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26.6 Termination of Optional Services by Service Provider

The Service Provider may at any time serve a notice on the Service Recipient to terminate all or part of an Optional Service or Transitional Service:


  26.6.1 pursuant to paragraph 14.8;

  26.6.2 pursuant to paragraph 22.1.5;

  26.6.3 in the event it is unable to provide the Service due to a prohibition of Applicable Law and it has, prior to issuing the notice of termination, used its reasonable best efforts to obtain the relevant authorisations or to relocate or convert the affected Optional Services to enable the continued performance of those Services.

26.7 Termination Fees

The Service Recipient shall pay Termination Fees in the event of termination of an Optional Service (i) by the Service Recipient for convenience pursuant to paragraph 26.5.1 during the Minimum Period; (ii) by the Service Provider pursuant to paragraph 14.8; or (iii) resulting from wrongful termination of this Schedule or the License Agreements by the Service Recipient. The Service Recipient shall not owe Termination Fees for any other termination.


27 Migration Assistance

27.1 The Service Provider will provide:

  27.1.1 such assistance and co-operation as the Service Recipient may reasonably request (including the activities set out in paragraph 27.3 below) in order to effect a smooth and orderly migration of the Services from the Service Provider to a new service provider (which could include the Service Recipient);

  27.1.2 any information that the Service Recipient may reasonably request to enable the Service Recipient to prepare an Exit Plan;

  27.1.3 any assistance that the Service Recipient might reasonably request in order to implement that Exit Plan; and

  27.1.4 where an Exit Plan is agreed, exit assistance in accordance with such Exit Plan.

27.2 Exit assistance (including the provision of an Exit Plan) pursuant to paragraph 27.1 shall be provided at the Service Recipient's expense, unless such assistance results from the termination of an Optional Service by the Service Recipient pursuant to paragraph 26.5.1(ii), 26.5.1(iii), 26.5.1(iv), 26.5.1(v) or 26.5.1(vi).

27.3 At the Service Recipient's request, the Service Provider shall develop an Exit Plan for the Service(s) and implement such Exit Plan. The contents of the Exit Plan shall include, as appropriate:

  27.3.1 tender development and technical evaluation of bids;

 

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  27.3.2 knowledge transfer to the Service Recipient or new service provider (i.e. methods, processes and the Service Recipient-specific issues and expertise);

  27.3.3 asset transfer (i.e. novation of service contracts and leases, written-down value of assets, free licenses of software);

  27.3.4 continuing operational support, including parallel operations and assisting migration, which, for the avoidance of doubt, would include providing the Services beyond the initially agreed term of a Service on the same terms and conditions (including price) as is required for an orderly handover of the provision of the relevant Services);

  27.3.5 transfer of data, software and other intangible assets in electronic format;

  27.3.6 ascertaining personnel requirements;

  27.3.7 assistance with developing transition plans;

  27.3.8 removal and return of property;

  27.3.9 business continuity through transition; or

  27.3.10operational transition (pre-termination/expiry and cutover services).

28 Consequence of Termination

28.1 Expiry or termination of this Schedule does not affect a Party's accrued rights and obligations at the time of expiry or termination.

28.2 The provisions of paragraphs 1 (Definitions and Interpretation), 13 (Charges), 17 (Audit Rights), 18 (Intellectual Property Rights), 19 (Warranties and Representations), 20 (Liability), 21 (Indemnities), 23 (Confidentiality), 24 (Data Protection and Security), 27 (Migration Assistance), 28.2 (Consequence of Termination), 29 (Dispute Resolution), 30 (Assignment), 31 (No Waiver), 32 (Third Party Rights), Clause 14 of this Agreement, Clause 17 of this Agreement and Clause 22 of this Agreement will survive expiry or termination of this Schedule for any reason.

28.3 The provisions of paragraphs 6 (Standards of Care), 7 (Service Levels and Credits), 10(Authorised Representatives), 11 (Business Continuity/IT Disaster Recovery), 12 (Regulatory Compliance), 14 (Invoicing and Payment), 16 (Change Control Process)(other than 16.3), and 22 (Force Majeure), will survive expiry or termination of this Schedule for any reason to the extent that they relate to the provision of Services prior to the time of their expiry or termination or under the Exit Plan.

28.4 The provisions of the Attachments will survive expiry or termination of this Schedule for any reason to the extent that and for so long as they are referred to in paragraphs which survive.

29 Dispute Resolution

 

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29.1 General Dispute Resolution

  29.1.1 General Dispute Resolution

Except for the Expedited Dispute Resolution Procedure, in the event of a dispute arising out of or in connection with this Schedule (for the purposes of this section, a "Dispute"), either Party may initiate the following dispute resolution processes by written notice to the other (a "Dispute Notice"). The Parties shall first use all reasonable endeavours to resolve the Dispute among themselves, without resorting to arbitration or litigation, in accordance with the senior representative process referred to in paragraph 29.1.2. If and only if the Dispute has not been resolved within three (3) months of the date of the Dispute Notice by means of that process, either Party may initiate and thereafter the Parties shall seek to resolve the Dispute by means of the non-binding arbitration process referred to at paragraph 29.1.3 below. If and only if the Dispute has not been resolved within nine (9) months of the date of the Notice of Arbitration (as defined in paragraph 29.1.3) by means of that process, either Party may initiate litigation in a court of competent jurisdiction pursuant to paragraph 29.1.4 or the Parties may agree to another dispute resolution procedure. None of the foregoing shall prevent either Party from seeking provisional injunctive relief in a court of competent jurisdiction over the Dispute, where it considers it necessary to protect its interests.


  29.1.2 Senior Representative Process

In the event that either Party serves a Dispute Notice that it wishes to initiate the senior representative process for the purpose of resolving the Dispute:


  (a) Each Party shall, within five (5) Working Days of receipt of the Dispute Notice, nominate a person in a senior management position with an appropriate level of business experience to resolve the dispute (a "Senior Representative").

  (b) The Senior Representatives of the Parties shall meet and use all reasonable endeavours to resolve the Dispute within fourteen (14) Working Days of the date of the Dispute Notice and to enter into a written agreement on behalf of the Parties in settlement of the Dispute.

  (c) If and only if the Senior Representatives of the Parties are not willing or able resolve the Dispute within fourteen (14) Working Days of the date of the Dispute Notice:

  (I) each Party's Senior Representative shall brief its Board of Directors within twenty (20) Working Days of the date of the Dispute Notice; and

  (II)

at least one Director from each Party shall meet and use all reasonable endeavours to resolve the Dispute within twenty-eight

 

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(28) Working Days of the date of the Dispute Notice and enter into a written agreement on behalf of the Parties in settlement of the Dispute.


  29.1.3 Non-binding Arbitration

In the event that either Party elects to initiate the non-binding arbitration process for the purpose of resolving a Dispute that it has not been possible to resolve in accordance with paragraph 29.1.2, the Parties shall proceed as follows:


  (a) The place of arbitration shall be New York, New York.

  (b) The language of the arbitration shall be English.

  (c) The non-binding arbitration shall be administered by the International Centre for Dispute Resolution of the American Arbitration Association (the "ICDR") under its International Arbitration Rules as in effect at the time of the commencement of the arbitration, except as they may be modified herein or hereafter by agreement of the Parties.

  (d) The Party commencing the arbitration shall provide to the other Party and the ICDR on the same day a written notice of arbitration and a statement of its claim(s) (the "Notice of Arbitration"). There shall be three (3) arbitrators. The Party submitting the Notice of Arbitration shall designate its Party arbitrator in the Notice of Arbitration and the other Party shall, within fifteen (15) Working Days after its receipt of the Notice of Arbitration, designate its Party appointed arbitrator. Thereafter, the Parties shall agree, within ten (10) Working Days, on the third and presiding member of the panel. If the Parties cannot agree on a presiding member of the panel, thereafter the two (2) appointed arbitrators shall agree, within a further ten (10) Business Day period, on the third and presiding member of the panel. If the Parties' appointed arbitrators cannot agree on a presiding member of the panel, they shall so notify the ICDR at the conclusion of the ten (10) Working Day period and shall request that the ICDR appoint the third and presiding member of the panel within ten (10) Working Days.

  (e)

Consistent with Article 16 of the ICDR International Arbitration Rules in effect at the time of execution of this Schedule, the arbitral tribunal may conduct the arbitration in whatever manner it considers appropriate within the timeframes established for issuance of a non-binding written reasoned opinion as set forth below, provided that the Parties are treated with equality and that each Party has the right to be heard and is given a fair opportunity to present its case. With respect to discovery, the arbitral tribunal shall permit reasonable document discovery. As to other forms of

 

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discovery, the arbitral tribunal shall consider and decide on other forms of discovery in response to requests by the Parties without any presumption for or against such other discovery devices. In any event, any discovery permitted by the arbitral tribunal must be conducted within the overall timeframes set forth below.


  (f) At the conclusion of the hearing, the arbitral panel shall issue a non-binding written reasoned opinion no later than nine (9) months after the date of the Notice of Arbitration, except that the Parties may agree to extend this time limit (in which case the period specified in paragraph 29.1.1 in which neither Party may commence litigation shall be extended by the same time period).

  (g) Any opinion rendered by the arbitrators shall be non-binding and shall not be subject to any appeal. Unless the Parties expressly agree in writing to the contrary, it shall have the status of a without-prejudice expert recommendation to the Parties and it, together with all documents produced by the Parties, shall be kept strictly confidential by the arbitrator and the Parties.

  (h) Each Party shall bear its own costs and expenses, and the Parties shall share in equal parts the fees and expenses of the arbitral panel and the ICDR administration fees and expenses.

  29.1.4 Litigation

In the event that either Party elects to initiate litigation for the purpose of resolving a Dispute that it has not been possible to resolve in accordance with paragraphs 29.1.2 and 29.1.3, the Parties agree as follows:

EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND/OR OF ANY NEW YORK STATE COURT SITTING IN THE COUNTY OF NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SCHEDULE, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. IN ANY ACTION WHICH MAY BE INSTITUTED AGAINST A PARTY ARISING OUT OF OR RELATING TO THIS SCHEDULE, SUCH PARTY HEREBY CONSENTS TO THE SERVICE OF PROCESS IN CONNECTION WITH ANY ACTION BY THE MAILING THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH PARTY's ADDRESS SET FORTH IN CLAUSE 21 OF THIS AGREEMENT.

 

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29.2 Any disputes arising out of or relating to the matters set forth in paragraphs 4.5.5, 8.2.1, 8.2.2, 8.2.2(iii), 12.5.3, 14.6.5, 17.3.2 and 34.3 (an "Expedited Arbitration Dispute") shall be exclusively resolved pursuant to this paragraph and paragraphs 29.3 and 29.4 rather than paragraph 29.1 above. Such Expedited Arbitration Disputes shall be first referred by both Parties to their Chief Executive Officers and chairpersons upon delivery by a Party and receipt by the other Party of a notice in writing setting forth the nature of the Expedited Arbitration Dispute and a concise statement of the issues to be resolved (the "Expedited Arbitration Notice"). The Chief Executive Officers and chairpersons shall meet and endeavour in good faith to promptly settle the Expedited Arbitration Dispute. In the event that such individuals are unwilling or unable to resolve the Expedited Arbitration Dispute within ten (10) Working Days after such referral, the Parties agree to resolve any unresolved Expedited Arbitration Dispute pursuant to expedited arbitration as follows: The place of arbitration shall be New York, New York. There shall be three (3) arbitrators. The arbitration shall be administered by the ICDR under its Rules as in effect at the time of the arbitration, except as they may be modified herein by agreement of the Parties. The language of the arbitration shall be English. The Party commencing the arbitration shall file with the ICDR, and simultaneously serve on the other Party, a notice of arbitration and statement of claim (the "Notice of Arbitration"), together with the nomination of its arbitrator and its nominee's acceptance of such nomination, within seven (7) additional Working Days after the Expedited Arbitration Dispute has been referred to the Chief Executive Officers and chairpersons of the Parties as set forth above. The responding Party shall file its statement of defence and counterclaim (if any), together with the nomination of its arbitrator and its nominee's acceptance of such nomination, within seven (7) Working Days of receiving the Notice of Arbitration. Unless otherwise agreed by the Parties, the ICDR shall endeavour to appoint the third arbitrator within a further seven (7) Working Days. The arbitrators shall conduct the arbitration such that they render a final award within sixty (60) Working Days after the tribunal has been constituted, except that the Parties may agree to extend this time limit or the arbitral tribunal may do so in its discretion if it determines that the interest of justice so requires in exceptional circumstances.

29.3

Any award rendered pursuant to paragraph 29.2 above shall be final and binding upon the Parties and shall not be subject to any appeal, and judgment upon such award may be entered by any state or federal court sitting in the State and County of New York, or by any other court having jurisdiction thereof. The Parties agree to submit to the non-exclusive personal jurisdiction of the federal and state courts sitting in the State and County of New York for the purpose of enforcing this Schedule to arbitrate any award. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Party hereby consents to the service of

 

46


 

process in connection with any such action by the mailing thereof by registered or certified mail to such Party's address set forth in Clause 21 of this Agreement. Each Party hereby waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect to any such action.


29.4 Any arbitral tribunal constituted pursuant to paragraph 29.2 above shall have the authority to award costs, including attorneys' fees, as part of its decision. Unless the Parties expressly agree in writing to the contrary, the Parties undertake as a general principle to keep confidential any arbitration and any awards therein, together with all materials in the proceedings and in any pre-arbitration proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right, to enforce the arbitration agreement, or to enforce or challenge an award in bona fide legal proceedings before a court of competent jurisdiction.

30 Assignment

30.1 Neither Party shall assign, novate or otherwise transfer their rights or obligations under this Schedule to any Person without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; provided, that, either Party may assign to an Affiliate without the other Party's consent.

30.2 The Service Provider's right to subcontract will not relieve the Service Provider of its obligations to the Service Recipient under this Schedule and the Service Provider will be fully responsible to the Service Recipient for the acts or omissions of any Subcontractors and their employees. Any obligation on the Service Provider to do, or refrain from doing, any act or thing shall include an obligation upon the Service Provider to procure that the Subcontractors also do, or refrain from doing, such act or thing.

31 No Waiver

31.1 The failure to exercise or delay in exercising a right or remedy, option or discretion provided by this Schedule or by Law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

31.2 A waiver (whether express or implied) of a breach of any of the terms of this Schedule or of a default under this Schedule does not constitute a waiver of any other breach or default and will not affect the other terms of this Schedule.

31.3 A waiver (whether express or implied) of a breach of any of the terms of this Schedule or of a default under this Schedule will not prevent a Party from subsequently requiring compliance with the waived obligation.

31.4 The rights and remedies provided by this Schedule are cumulative and unless otherwise provided in this Schedule are not exclusive of any rights or remedies provided by law.

 

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32 Third Party Rights

This Schedule is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties and such assigns, any legal or equitable rights hereunder.


33 Interchange Rates and Cash Disbursement Fees

As between Visa and Europe:


33.1 Subject to Applicable Law, Visa shall manage the settlement function, and daily settlement windows, required for the interface between VisaNet and the VE Clearing and Settlement System and Visa shall establish, and Europe shall comply with, the master settlement position for International Transactions.

33.2 Europe may set the Default Interchange Rates and the rules for setting such rates in respect of VE Transactions. Visa shall not set Default Interchange Rates nor the rules for setting such rates in respect of VE Transactions.

33.3 Visa may set the Interchange Rates and the rules for setting such rates in respect of VI Transactions and shall set Interchange Rates and the rules for setting such rates in respect of International Transactions. Europe shall not set Interchange Rates nor the rules for setting such rates in respect of VI Transactions or International Transactions. Visa will ensure that the Interchange Rates for International Transactions shall be reciprocal such that such Interchange Rates are the same for International Transactions whether the Merchant acquiring such International Transactions are located inside or outside of the Territory or whether the Issuer of the Cards used in such International Transactions are Customers or Members.

33.4 Europe may set Cash Disbursement Fees and the rules for setting such fees in respect of VE Transactions. Visa shall not set ATM Cash Disbursement Fees nor the rules for setting such fees in respect of VE Transactions.

33.5 Visa may set the Cash Disbursement Fees and the rules for setting such fees in respect of VI Transactions and shall set ATM Cash Disbursement Fees and the rules for setting such fees in respect of International Transactions. Europe shall not set Cash Disbursement Fees nor the rules for setting such fees in respect of VI Transactions or International Transactions. Visa will ensure that the Cash Disbursement Fees for International Transactions shall be reciprocal such that such Cash Disbursement Fees are the same for International Transactions whether the Merchant or ATM acquiring such International Transactions are located inside or outside of the Territory or whether the or the Issuer of the Cards used in such International Transactions are Customers or Members.

34 Switching and Processing

 

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34.1 The Parties shall manage revenues recognized from Foreign Exchange and FX Services (for so long as they are provided by VISA) which form part of the Treasury Services, as set forth in the Service Catalogue, as set out in this paragraph 34.

34.2 **

34.3 **

34.4 Currency Conversion Rate

  34.4.1 **

  34.4.2 **

  34.4.3 **

34.5 The Parties will share, in the following manner, revenues from currency conversions performed as part of the Treasury Services as set forth in the Services Catalogue:

  34.5.1 **

  34.5.2 **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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  34.5.3 **

34.6 **

34.7 **

34.8 As between Visa and Europe:

  34.8.1 Visa shall set all other fees payable to Visa by Customers in respect of VI Transactions and International Transactions.

  34.8.2 Europe shall set all other fees payable to Europe by its Members in respect of VE Transactions and International Transactions.

  34.8.3 Notwithstanding paragraph 33 or paragraphs 34.8.1 and 34.8.2, Visa shall not charge any fees to Members in relation to International Transactions and Europe shall not charge any fees to Customers in relation to International Transactions other than Late Settlement Fees, Negative Response Fees or Card Recovery Bulletin Fees, which shall be charged in accordance with Chapter 8 of the Visa International Operating Regulations in effect as of the Effective Date. Visa shall not charge Late Settlement Fees to Members after the VE Clearing and Settlement System is fully deployed and Visa ceases to perform individual bank wire services for Europe pursuant to the Service Catalogue. Any changes or additions to the fees set forth herein which are charged (i) by Visa upon Members, or (ii) by Europe upon Customers, shall be governed by Section 7 of Schedule 2 and Section 9 of Schedule 3 or as agreed by the Parties.

  34.8.4 For the avoidance of doubt the following practices in relation to International Service Assessment (ISA):

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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  (i) ** Subject only to paragraph 34.8.4(ii) below, for any International Transaction where an ISA fee is applicable as of the Effective Date, (a) Visa shall pay Europe ** percent (**%) of the ISA, but no more than ** basis points (**%)) where the Issuer of a Card is a Customer, and (b) Europe shall pay Visa ** percent (**%) of the ISA, but no more than ** basis points (**%)) where the Issuer of a Card is a Member.

  (ii) Notwithstanding paragraph 34.8.4(i), if either Party believes in good faith and can demonstrate that, in any given jurisdiction it must charge an ISA lower than ** percent (**%) because to do otherwise is contrary to Applicable Law, then such Party shall not be obligated to pay more than ** percent (**%) of the maximum amount that can be charged in such jurisdiction under Applicable Law.

  (iii) In the event the Parties cannot agree on whether a prohibition under such Applicable Law exists, the Parties shall submit such dispute to the Expedited Dispute Resolution Procedure, where the Party seeking relief from the applicable ISA rate shall carry the burden of proof. Until a determination under such procedure, the Party seeking relief from the applicable ISA may limit their payments in accordance with paragraph 34.8.4(ii); provided, that, such Party must resume payments in accordance with the applicable ISA upon a determination that it is not prohibited by Applicable Law.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

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ATTACHMENT 1

Definitions


1 Definitions and Interpretation

1.1 Definitions

In this Schedule the following terms and expressions have the meanings set out below:

"Acquirer" shall have the meaning given to that term in the License Agreements;

"Affiliate" shall have the meaning given to that term in the License Agreements;

"Applicable Law" means laws, rules, regulations, regulatory guidance generally observed by local industry, obligations or rules (including binding codes of conduct and binding statements of principle incorporated and contained in such rules) applicable to the existence or operation of this Schedule or the provision of Services from time-to-time;

"ATM" shall have the meaning given to that term in the License Agreements;

"At Risk Amount" shall mean, for any month during the Term, ** percent (**%) of the total value of invoices for the Services rendered in that month, excluding taxes and Professional Services, which is the aggregate amount that the Service Provider shall have at risk for Service Level Credits as set out in Attachment 5 (Service Level Agreement);

"Authorised Representatives" means with respect to Visa, a Senior Vice President or more senior officer, and with respect to Europe, a Senior Vice President or more senior officer;

"Authority" means any Regulator, or other governmental and/or judicial authority (including any public prosecution service) at any time having or asserting jurisdiction over a Service Recipient or any self regulatory organisation, securities exchange, securities association or agency of which a Service Recipient is a member or participant. The term Authority includes any replacement or successor of an Authority and Regulators;

"Business Enhancement Release" means the mandatory software update provided by Visa to Customers, Europe or Members pursuant to a regularly scheduled release cycle and any other change deemed to be a Business Enhancement Release pursuant to paragraph 8.4;

"Card" shall have the meaning given in the License Agreements;

"Card Recovery Bulletin Fees" shall have the meaning given in Chapter 8 of the Visa International Operating Regulations in effect as of the Effective Date;

"Cardholder" shall have the meaning given in the License Agreements;

"Cash Disbursement" means the payment of currency, including travellers cheques, to a Cardholder using a Card;

"Cash Disbursement Fee" shall mean a fee paid between Issuers and Acquirers for performing a Cash Disbursement;

"Change" means a change to one or more Services;

"Change Control Process" means the procedure for making Changes to one or more Services as set out in paragraph 16.2;


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

 

52


"Change of Control" when applied to any person will be deemed to have occurred on each occasion on which any person or persons other than those who Control such person as at the Effective Date subsequently acquire Control of it;

"Charges" means the Visa Charges and/or the Europe Charges, as the case may be;

"Claim" shall have the meaning given to that term in the License Agreements;

"Confidential Information" shall have the meaning given to that term in the License Agreements;

"Control" shall mean holding or owning more than fifty percent (50%) of the shares of a company or employing more than fifty percent (50%) of the company's board of directors;

"Critical Performance Failure" shall mean the failure or failures by the Service Provider to meet a Service Level where such failure has a material impact on systems users, banks, merchants, Cardholders and/or Processors;

"Customers" shall have the meaning given in the License Agreements;

"Customer Data" has the meaning given in paragraph 9.6.1;

"Damages" shall mean any and all liabilities, damages, penalties, judgments, assessments, fines, losses, costs and expenses (including reasonable attorneys' fees and punitive, treble or other enhanced or exemplary damages, but excluding lost profits or consequential damages, except to the extent claimed or incurred by third parties);

"Default Interchange Rate" shall mean the interchange rate paid between Issuers and Acquirers which applies, as appropriate in the context, to VE Transactions or otherwise where multi-lateral or bilateral agreements are not in place between Issuers and Acquirers who are Members;

"Disaster Recovery" means the specific activities related to ensuring the continued provision of the Services in the event of an unforeseen interruption. The Disaster Recovery activities include support and coordination with the Business Continuity activities;

"Effective Date" shall have the meaning given to it in Clause 1.1 of this Agreement;

"Europe Charges" means the charges to be paid by Visa to Europe for the Europe Services as set out in this Schedule and calculated in accordance with Attachment 6 (Pricing and Financial Provisions);

"Europe Competitor" shall mean any Person which (a) owns and controls a payment card system or is directly or indirectly owned and controlled by an entity that owns and controls a payment card system; and (b) the Parties believe that such entity poses a substantial risk of disloyal competition in favour of such other payment card system, to the detriment of Europe inside the Territory;

"Europe Services" means the SRI Services, Optional Services, Professional Services, Unanticipated Services and New Services provided by Europe to Visa as set out in Part B of Attachment 2 (Service Catalogue) or separately in a Statement of Work;

"Exit Plan" means the plan for the orderly transition of the Services from the Service Provider and any Subcontractors to the Service Recipient and/or a new Service Provider(s) in the event of a termination or partial termination of this Schedule, that includes the requirements specified in paragraph 27;

 

53


"Expanded Field" shall have the meaning given to it in the License Agreements;

"Expedited Dispute Resolution Procedure" means the dispute resolution procedure outlined in paragraphs 29.2 through 29.4, and not, in any circumstance, the dispute resolution process set forth in paragraph 29.1.

"Field of Use" shall have the meaning given to it in the License Agreements;

"Global Restructuring Agreement" means the Global Restructuring Agreement referenced in the recitals of this Schedule;

"Global Data Model" means the common data elements needed to support the processing of global payment transactions between Members, Processors, Customers, Europe and Visa;

"Global Fraud Control Standards" has the meaning given to it in paragraph 12.2;

"Global Rules" shall have the meaning given to that term in the License Agreements;

"Good Industry Practice" means the exercise of that degree of skill, care, diligence, prudence, foresight and judgement which would reasonably be expected from a skilled, experienced and market leading operator engaged in the provision of services similar to the Services;

"Intellectual Property" shall have the meaning given to that term in the License Agreements but also shall include Trademarks, as defined under the License Agreements;

"Interchange Rate" shall mean the interchange rate paid between Issuers and Acquirers which applies, as appropriate in the context of VI Transactions or International Transactions;

"Interest Rate" shall be the interest rate equal to the interest rate set out in Clause 3.5 of this Agreement;

"International Transactions" shall mean a transaction where (i) the Merchant outlet or ATM acquiring such transaction is located in the Territory, where the Issuer of the Card used for such transaction is a Customer, or (ii) the Merchant outlet or ATM acquiring such transaction is located outside the Territory, where the Issuer of the Card used for such transaction is a Member;

"Interoperability" shall mean such systems compatibility as is necessary to enable transactions resulting from Cards properly presented to be completed;

"Interoperability Interfaces" mean processing interfaces that allow communication between Visa Systems and VE Systems for seamless delivery of Visa Products (e.g., profile interfaces allow exchange of customer profile data that is used for authorization and clearing processing);

"Interoperability Procedures and Practices" means the Attachment 8 (Interoperability Procedures and Practices);

"Issuer" shall have the meaning given to that term in Schedule 3;

"Late Settlement Fees" shall have the meaning given in Chapter 8 of the Visa International Operating Regulations in effect as of the Effective Date;

"License Agreements" has the meaning given to that term in Recital B;

 

54


"Licensor Source Materials" shall have the meaning given to that term in Schedule 2;

"Material Findings" means the top two classifications of audit findings (or, if there are only two classifications, then the top classification);

"Members" shall have the meaning given to that term in the License Agreements;

“Merchant“ shall have the meaning given in the License Agreements;

"Minimum Period" means the period after the Service Recipient has given prior, written notice of termination during which the Service Recipient cannot terminate for convenience pursuant to 26.5.1(i) without owing Termination Fees, which shall constitute: (i) twelve (12) months for the initial term of all Optional Services provided as of the Effective Date; and (ii) any period otherwise agreed for all other Optional Services as they are initiated or renewed;

"Negative Response Fees" shall have the meaning given in Chapter 8 of the Visa International Operating Regulations in effect as of the Effective Date;

"New Service" means a new service requested by the Service Recipient to be provided by the Service Provider to the Service Recipient which is intended to fulfil a different function to that of the SRI, Optional, Transitional or Professional Services;

"Non-Settlement Currencies" shall mean currencies which Visa or Europe accepts for clearing transactions but does not use to settle daily settlement positions with Members or Customers;

"Optional Services" means those Services that are not SRI Services as listed in Attachment 2 (Service Catalogue);

"Optional Services Term" shall mean an initial term of three (3) years for each Optional Service and any term thereafter as agreed between the Parties;

"Person" means any natural person, general partnership, limited partnership, limited liability company, limited liability partnership, joint venture, firm, corporation, association, incorporated organization, unincorporated organization, trust or other enterprise, or any Authority;

"Processor" shall have the meaning given in the License Agreements;

"Professional Services" means those services as specified in Attachment 2 (Service Catalogue), or any other Service that the Parties agree shall be provided pursuant to a Statement of Work;

"Regulator" means a regulatory body with the jurisdiction over, and the authority to examine, the activities of the Service Recipient on an ongoing basis;

"Services" means the Visa Services and/or the Europe Services, as the case may be;

"Service Catalogue" means Part A of Attachment 2 (Service Catalogue) which shall set forth the Visa Services and Part B of Attachment 2 (Service Catalogue) which shall set forth the Europe Services;

"Service Change Note" means the document which must be developed in order to request and implement modifications or enhancements to existing Services as set out in paragraph 16.2, which may include a Statement of Work as well as other documentation of changes being made to the applicable Service until its expiration;

 

55


"Service Credits" means a discount on the Charges to be given by the Service Provider for failure to meet the Service Levels;

"Service Level Agreement" means the service level agreement set out in Attachment 5 (Service Level Agreement);

"Service Levels" means a service level identified as such in Attachment 5 (Service Level Agreement);

"Service Provider" shall have the meaning set forth in paragraph 2;

"Service Recipient" shall have the meaning set forth in paragraph 2;

"Settlement Currency" shall mean currency that Visa or Europe uses to settle daily settlement positions with Members or Customers;

"SRI Pricing Term" means the initial term of three years and thereafter as agreed by the Parties or determined in accordance with paragraph 13.4.4;

"SRI Services" means the services listed in Attachment 2 (Service Catalogue) and any other Services designated as such during the Term of this Schedule pursuant to paragraph 4.5;

"Statement of Work" means a document executed by the Parties pursuant to paragraph 16.1 which is subject to and incorporates by reference this Schedule and governs the provision of certain consulting services, development services, project-based services, and any other services to be provided for limited periods, including those necessary to implement New Services as set out in paragraph 16.3 or incorporated pursuant to paragraph 5.2;

"Subcontractor" means a sub-contractor of the Service Provider (or of another subcontractor) in relation to the performance of the Service Provider's obligations under a this Schedule;

"Systems" means all computer hardware and software and other hardware, peripheral equipment, networks, communications systems and other equipment of whatever nature;

"Systems Changes" shall have the meaning given to that term in Schedule 2;

"Term" means the period commencing on the Effective Date and ending on the date that this Schedule is terminated in accordance with paragraph 26;

"Termination Fees" means any reasonable, mitigated and demonstrable stranded costs incurred by the Service Provider as a result of such termination prior to the expiration of an agreed term for an Optional Service;

"Territory" shall have the meaning given to that term in the License Agreements;

"Third Party" means a person other than: (i) a person who is a party to this Schedule; (ii) an Affiliate of a person who is a party to this Schedule; or (iii) a Subcontractor;

"Trade Secrets" shall have the meaning given to that term in the License Agreements;

"Trading Rate" shall mean the rates achieved when buying or selling net Settlement Currency to its banks;

"Trading Revenue" shall mean the revenue arising from the application of the buy/sell rates to the daily settlement amounts due on VI Transactions, VE Transactions, or

 

56


International Transactions. Such revenue arises from the use of currency exchange rates set at a spread to the Trading Rate and from the application of buy/sell rates to transactions denominated in Non-Settlement Currencies;

"Transformation Criteria" has the meaning given to that term in paragraph 4.5.1;

"Transitional Services" means those services listed as such in Attachment 6 (Pricing and Financial Programs) whose terms continue after the Effective Date;

"Transitional Services Term" shall mean for each Transitional Service the term starting from the date of this Schedule and ending on the termination date as set forth for that Transitional Service as set out in Attachment 6 (Pricing and Financial Programs);

"Unanticipated Services" mean certain additional services (not forming part of the Services (as provided for in paragraph 2.3)) that the Service Recipient was receiving from the Service Provider immediately before the Effective Date which the Parties did not explicitly agree to (i) continue pursuant to this Schedule or (ii) discontinue;

"VE Authorization System" shall have the meaning given to it in Schedule 2;

"VE Clearing and Settlement System" shall have the meaning given to it in Schedule 2;

"VE Systems" means the systems used by Europe to support the Visa Products as of the Effective Date, including the VE Authorization System and the VE Clearing and Settlement System;

"VE Transaction" shall mean a transaction where the Issuer of the Card used is a Member and the Merchant outlet or ATM where the Card is used is located in the Territory. For transactions completed aboard any passenger transport vehicle such as an aircraft or a cruise line vessel, a transaction shall be considered a VE Transaction when the Merchant deposits the transaction receipt in the Territory;

"Visa Data" means information about Visa Enterprise branded payments and Visa Products, including participating entities, licensees, Customers, Members, risks, security controls, financials, transaction environments, locations and processes;

"Visa Charges" means the charges to be paid by Europe to Visa for the Visa Services as set out in this Schedule and calculated in accordance with Attachment 6 (Pricing and Financial Provisions);

"Visa Competitor" shall mean any Person which (a) owns and controls a payment card system or is directly or indirectly owned and controlled by an entity that owns and controls a payment card system; and (b) the Parties believe that such entity poses a substantial risk of disloyal competition in favour of such other payment card system, to the detriment of Visa outside the Territory;

"Visa Enterprise" shall have the meaning given to that term in the License Agreements;

"VisaNet" shall have the meaning given to that term in Schedule 2;

"Visa Products" has the meaning given to the term ‘Visa Products and Services' in the License Agreements;

"Visa Services" means the SRI Services, Optional Services, Professional Services, Unanticipated Services and New Services provided by Visa to Europe as set out in Part A of Attachment 2 (Service Catalogue) or separately in a Statement of Work;

 

57


"Visa System" shall have the meaning given to that term in the License Agreements;

"VI Transaction" shall mean a transaction where the Issuer of the Card used is a Customer and the Merchant outlet or ATM where the Card is used is located outside the Territory. For transactions completed aboard any passenger transport vehicle such as an aircraft or a cruise line vessel, a transaction shall be considered a VI Transaction when the Merchant deposits the transaction receipt outside of the Territory;

"Working Day" means a day other than a Saturday, Sunday or public or bank holiday in New York, New York.


2 Interpretation

2.1 Singular, Plural, Gender

References to one gender include all genders and references to the singular include the plural and vice versa.


2.2 References to Persons and Companies

References to:


  2.2.1 a person include any government, state, state agency, company, partnership or unincorporated association (whether or not having separate legal personality); and

  2.2.2 a company shall include any company, corporation or any body corporate, wherever incorporated.

  2.2.3 an officer with a specific title, such as Chief Operating Officer, Chief Financial Officer, or Chief Information Officer (but not Chief Executive Officer), shall mean an officer holding that title or position or an officer with a different title but equivalent authority and responsibility.

2.3 Attachments etc.

References to this Schedule shall include any Recitals and Attachments and Appendices to it and references to paragraphs, Attachments and Appendices are to paragraphs of, Attachments to, and Appendices of this Schedule. References to sections are to sections of the Attachments.


2.4 Documents

References to a document shall be a reference to that document as modified or replaced from time to time.


2.5 Headings

The headings in this Schedule are for ease of reference only and shall not affect its interpretation.

 

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2.6 Includes

     The words "includes" and "including" are to be construed without limitation.

2.7 Modification to Applicable Law

  2.7.1 References to an Applicable Law include:

  (i) that Applicable Law as from time to time modified, re-enacted or consolidated whether before or after the date of this Schedule;

  (ii) any past Applicable Law (as from time to time modified, re-enacted or consolidated) which that Applicable Law has directly or indirectly replaced; and

  (iii) any subordinate legislation made from time to time under that Applicable Law.

  2.7.2 Reference to a Regulator shall include any successor to that Regulator.

2.8 Legal Terms

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction. References to any American legal term shall, in respect of any jurisdiction other than the United States, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.


2.9 Parties

References to the "Parties" means the Service Recipient and the Service Provider and their respective successors and permitted assigns. References to a "Third Party" or "Third Parties" shall not include any Affiliates of the Service Recipient or the Service Provider.


2.10 Precedence

  2.10.1 If there is any conflict, apparent conflict or ambiguity in or between any of sections of this Schedule, the sections will be applied in the following order of precedence with the sections higher in the order of precedence prevailing over the Parties:

  (i) the paragraphs;

  (ii) the Attachments; and

  (iii) any other document referred to this Schedule.

2.11 "Best Efforts"

Where the phrase "best efforts" is used, it shall be taken to mean that a Party should take all those steps in its power which are capable of producing the desired results being steps

 

59


which a prudent, determined and reasonable person, acting in his own interests and desiring to achieve that result, would take.


2.12 Indemnification

  2.12.1 Subject to paragraph 2.12.2 when any Party is required to indemnify any person, it is to be construed as including an obligation to indemnify and keep that person indemnified against each loss, liability and cost incurred as a result of defending or settling a claim alleging that liability.

  2.12.2 The obligation of any Party to indemnify any person is subject to the other Party using its reasonable endeavours to mitigate all indemnified losses, liabilities and costs to which the indemnity relates.

2.13 Restriction

When the Service Provider has a restriction imposed on it, it is to be construed as to not only make the Service Provider abide by the restriction but also to ensure that all of its subcontractors do likewise.


2.14 Refraining

If the Service Provider has to do or refrain from doing anything under this Schedule, the Service Provider shall and shall ensure that each of its Group Companies, Subcontractors and Service Provider Personnel do likewise. If the Service Provider or any Service Provider Group Company, Subcontractors or Service Provider Personnel fail to do so then the Service Provider will be liable to the Service Recipient and to the extent as if the Service Recipient had failed to do or refrain from doing the same.


2.15 Remedy

The term "remedy" or "remedied", in relation to any breach or default by the Service Provider, shall mean that the Service Provider has corrected all the technical, practical and management mistakes that are remediable and that led to the breach or default. In doing so, the Service Provider will also ensure that any similar breach or default is unlikely to occur in the future.

 

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ATTACHMENT 2:

SERVICE CATALOGUE


  Part A    Visa Services    Page 1
  Part B    Europe Services    Page 105


Visa Inc Catalog of Services

 

Part A – Visa Services

The catalog includes four sections:


  I. Introduction

  II. Service category definition

  III. Service listing

  IV. Service descriptions

I. Introduction

  •  

This document describes the services that will be provided by Visa Inc to Visa Europe. Pricing for the services are documented in the Price Sheet under the BSA, save for the following:


  i. Treasury Settlement Fee (settlement bank fee incurred by Visa Inc. in relation to the settlement of VE transactions will be passed through to Visa Europe by Visa Inc.)

  •  

Descriptions for services that are being carried over from Inovant are drawn from the FY07 Inovant Service Catalog. Additional descriptions are provided for "new" or adjusted services to primarily reflect support services performed by Visa Worldwide Services


  •  

Visa Inc is responsible for providing the services and features listed in this document. If a service feature was inadvertently missed in creating this catalog and Visa Europe is using that feature, Visa Inc will continue to provide that feature as part of the service. Visa Inc is not obligated to provide features not used by VE as of the Effective Date of the BSA. Visa Inc is obligated to continue to provide services not described in this catalog per the unanticipated services section of the BSA.


  •  

Visa Inc will deliver the services with proper care per the BSA including creating and maintaining program documentation.


  •  

For specific service support and availability, reference the individual Service Level Agreement (see schedule to the BSA) where available. Should the content of the SLAs be inconsistent with the support and availability descriptions in the Catalog, SLAs terms will prevail


  •  

For purpose of clarity:


  i. References to Inovant, Visa International, Visa International Services Association, Visa Worldwide Services or any other non-Visa Europe Visa entity shall refer to Visa Inc or VI

  ii. References to Visa International Operating Regulations or VIOR shall refer to Global Rules or any other successor documents

  iii. References to Member(s) shall refer to Customer(s)


Visa Inc Catalog of Services

 

II. Service categories

  •  

To support interoperability, a list of services are defined as "Services Required for Interoperability" or SRI


  •  

Services outside of SRI are Optional. Professional services that are performed and priced on a case by case (SOW) basis are not included in this Catalog


Visa Inc Catalog of Services

 

III. Service Listing

Inovant Services

FY2007

  

VI Catalog of Services Effective Date and Duration TBD

  

S=Services required for
interop

O=optional srv

    

Carry Over Inovant Services

  

New Services

  

S

  

O

Notes: *=being sunset, ***=subject to access control
Switching            
Authorization Services (BASE I)    Authorization Services (Intra-region)       X   
   Authorization Services (Inter-region)       X   
Singe Message System    Single Message System       X   
CAS (RSI) Visa Europe Silo    CAS (RSI) Visa Europe Silo       X1   
International Automated Referral Service (IARS)    International Automated Referral Service (IARS)       X   
      **    X   
Clearing & Settlement          X   

Clearing & Settlement

(BASE II)

  

Clearing & Settlement

(Intra-region)

      X2   
  

Clearing & Settlement

(Inter-region)

      X   
      **    X   
Access Services            
Visa Extended Access    Visa Extended Access          X
Visa File Exchange Service (VFES)    Visa File Exchange Service (VFES)          X
Visa Online (VOL)    Visa Online (VOL)          X
VisaNet Access Points (VAPs)*    VisaNet Access Points (VAPs)*          X

1

SRI until RC&S is operational, then the service will be optional

2

SRI until RC&S is operational, then the service will be optional

** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Inovant Services FY2007

  

VI Catalog of Services
Effective Date and Duration TBD

  

S=Services required for
interop

O=optional srv

    

Carry Over Inovant Services

  

New Services

  

S

  

O

Notes: *= being sunset, ***=subject to access control
Risk Processing            
Card Recovery Bulletin (CRB)    Card Recovery Bulletin (CRB)          X
Risk Identification Service (RIS)*    Risk Identification Service (RIS)*          X
Verified by Visa InterOp Domain    Verified by Visa InterOp Domain       X   
      Certification Authorities (offline & online)    X   
Dispute Processing            
Dispute Management System/Visa Image Transaction Research Application (DMS/VITRA)*    Dispute Management System/Visa Image Transaction Research Application (DMS/VITRA)*          X
International Electronic Case Filing (IECF)*    International Electronic Case Filing (IECF)*          X
Request for Copy/VisaNet Documentation Automation Service Offline (RFC/VDAS Offline)*    Request for Copy/VisaNet Documentation Automation Service Offline (RFC/VDAS Offline)*          X
Visa Image Exchange Workstation Online (VIEW Online)*    Visa Image Exchange Workstation Online (VIEW Online)*          X
Visa Image Exchange Workstation Version 3.1.1. (VIEW 3.1.1)*    Visa Image Exchange Workstation Version 3.1.1. (VIEW 3.1.1)*          X
Visa Resolve On-Line¨ (VROL)    Visa Resolve On-Line¨ (VROL)       X   
Value Added Information            
Global Information
Program – Access
   Global Information
Program – Access
         X
Information Storage Service    Information Storage Service       X   
Direct Feed – Visa Europe    Direct Feed – Visa Europe       X   


Visa Inc Catalog of Services

Inovant Services

FY2007

  

VI Catalog of Services

Effective Date and Duration TBD

  

S=Services required for

interop

O=optional srv

    

Carry Over Inovant Services

  

New Services

   S   O
Notes: *=being sunset, ***=subject to access control
Transaction Research    Transaction Research         X
Visa Information Management Service (VIM)    Visa Information Management Service (VIM)       X  
Member Processing Services           

Visa Call Center Services

(VCCS)

   GCAS/VCCS         X
Processing Support Services           
Content Management Service    Content Management Service         X

Corporate Information

(Sales Analysis,

Visa/PLUS Interchange

Directories (VID)

Franchise Management

and Data Transfer

  

Corporate Information:

-Visa/PLUS Interchange Directories (VID)

-Sales Analysis

Franchise Management

and Data Transfer:

-BIN management

-VIS

      X3  
Corporate Network/Workstation Support    Corporate Network/Workstation Support         X
Global Integrated Financial Solution (GIFS)    Global Integrated Financial Solution (GIFS)***         X
Global Member Billing Solution (GMBS)    Global Member Billing Solution*** (GMBS) (intra-region)         X
   Global Member Billing Solution*** (GMBS) (MRMs)       X  
Information Security    Information Security         X
Publishing Services    Publishing Services         X

3

VID/VIS/BIN management are required for interoperability. Sales Analysis is optional


Visa Inc Catalog of Services

 

Inovant Services FY2007

  

VI Catalog of Services

Effective Date and Duration TBD

  

S=Services required for
interop

O=optional srv

    

Carry Over Inovant Services

  

New Services

  

S

  

O

Notes *=being sunset, ***=subject to access control

VWS Treasury Services

   Treasury Services       X4   

Voice/Conferencing Services

   Voice/Conferencing Services          X
      Membership Systems/Member Information Products    X   
      Commercial Solutions Product Development & Management    X   
      Consumer Product Platform & Acceptance Development & Management    X   
      Global Technology Platform Development & Management    X   
      Premium Program Enhancements & Benefits       X
      ATM Locator Service       X
      Global Intranet Applications***       X
      Advertising Usage Fee Administration       X
      Hilton Global Partnership       X
      Marriott Global Partnership       X
      Disney Alliance       X
      Domain Name Service & External Website Hosting       X

4

Cross-system Reconciliation for International Transactions are SRI Services. Once RC&S is operational, settlement and f/x services for VE transactions will become Optional Services. For International Transactions where the Issuer of a Card is a Member, these services will become Optional Services in accordance with paragraph 34 of this Schedule.


Visa Inc Catalog of Services

 


IV. Service Descriptions

Content

   Page

Authorization Services (BASE I)

   8

Single Message System

   10

CAS (RSI) VE Silo

   12

International Automated Referral Service (IARS)

   13

**

   15

Clearing and Settlement

   17

**

   20

Visa Extended Access

   22

Visa File Exchange Services (VFES)

   24

Visa Online (VOL)

   26

VisaNet Access Points (VAPs)

   29

Card Recovery Bulletin (CRB) Service

   30

Risk Identification Service (RIS)

   31

Verified by Visa InterOp Domain

   32

Certificate Authority – Offline

   35

Certificate Authority – Online

   38

Dispute Management System/Visa Image Transaction Research Application (DMS/VITRA)

   40

International Electronic Case Filing (IECF)

   41

Request for Copy/VisaNet Documentation Automation Service Offline (RFC/VDAS Offline)

   42

Visa Image Exchange Workstation Online (VIEW Online)

   44

Visa Image Exchange Workstation 3.1.1 (VIEW 3.1.1)

   46

Visa Resolve Online© (VROL)

   48

Global Information Program – Access

   50

Information Storage Service

   52

Direct Feed – Visa Europe

   54

Transaction Research

   56

Visa Information Management Service (VIM)

   58

Visa Call Center Services (VCCS)

   60

Content Management Services

   62

Corporate Information

   63

Corporate Network/Workstation Support

   65

Global Integrated Financial Solution (GIFS)

   67

Global Member Billing Solution (GMBS)

   69

Information Security

   71

Publishing Services

   73

Treasury Services

   74

Voice/Conferencing Services

   79

Membership Systems/Member Information Products

   81

Commercial Solutions Product Development & Management

   83

Consumer Product Platform & Acceptance Development & Management

   85

Global Technology Platform Development & Management

   88

Premium Program Enhancements & Benefits

   91

ATM Locator Service

   93

Global Intranet 40+ Enterprise-wide Applications

   95

Advertising Usage Fee Administration

   98

Hilton Global Partnership

   99

Marriott Global Partnership

   100

Disney Alliance

   101

Domain Name Service & External Website Hosting

   102

** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Authorization Services (BASE I)

Description

The service description below provides a general description of the functional capabilities of the existing platform and systems environment. Visa Europe is either in the process of completing development or migration to new platforms for processing in its territory. As the migration is completed the service descriptions will be updated to more specifically reflect the functionality being provided as part of the service for the cross territory transactions.

The Authorization Service provides Members with real-time decision-making capabilities for Visa transactions and supplies Merchants timely responses to transaction authorization requests.

Authorization processing provides switching to all major card transaction networks.

The service converts transaction currency into the local cardholder currency before sending the transaction to the card Issuer.

The service provides security and PIN management, risk management, and transaction integrity.

Service Features

The BASE I Authorization Service includes:


•  

Routing Services


  •  

Gateway Services


  •  

Check Acceptance Service


  •  

Split Routing Service


  •  

Visa Shortest Online Path Service


•  

Authorization Database Services


  •  

Automatic Cardholder Database Update (Auto-CDB) Service


  •  

Merchant Central File Service


Visa Inc Catalog of Services

 

•  

Authorization Services


  •  

Account Verification Service


  •  

Address Verification Service (AVS)


  •  

BASE I Advice Retrieval Service


  •  

Card Verification Services


  •  

Multicurrency Service


  •  

PIN Verification Service (PVS)


  •  

Stand-in services such as Full Authorization, Positive Authorization Capacity Management and Positive Cardholder Authorization Service (PCAS)


•  

Custom Payment Services support for Visa POS domestic services, international Visa/Plus ATM service and CPS/ATM


•  

Customer Online Repository (CORE)


•  

VIP reporting


•  

Member testing solutions


•  

Performance monitoring


•  

Conversion of dual to single message formats


•  

Logprint

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

– ** Regional support for global VisaNet system applications, databases, and networks


•  

– ** Regional and Member support for issues and escalation related to VisaNet outages

Maintenance


•  

Peak season capacity planning


•  

Monthly business as usual (BAU) maintenance and support of global networks and databases

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Ongoing configuration, hardware/software configuration, planning, design, customization and certification

Information Security


•  

Monitoring of network access


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Key management


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

BASEI


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Test Certification Environment for BASE I - VCMS


•  

Recovery tier is **


•  

Recovery time objective **


•  

A Service Restoration Plan is **

VIP Log print


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Single Message System

Description

The service description below provides a general description of the functional capabilities of the existing platform and systems environment. Visa Europe is either in the process of completing development or migration to new platforms for processing in its territory. As the migration is completed the service descriptions will be updated to more specifically reflect the functionality being provided as part of the service for the cross territory transactions.

The Single Message System provides Members with real-time decision-making capabilities for full financial Visa transactions. Service features include routing, cardholder and card verification, multi-currency support, stand-in processing, and settlement services.

Service Features

The Single Message Service is composed of the following services:


•  

Routing Services


  •  

Gateway Services


  •  

Check Acceptance Service


  •  

Split Routing Service


  •  

Priority Routing


  •  

ATM Account Type Split Routing


•  

Authorization Database Services


  •  

Automatic Cardholder Database Update (Auto-CDB) Service


•  

Authorization Services


  •  

Account Verification Service


  •  

Address Verification Service (AVS)


  •  

SMS Advice Retrieval Service


  •  

Card Verification Services


  •  

Dynamic Key Exchange Service


  •  

Multicurrency Services


  •  

PIN Verification Service (PVS)


  •  

Stand-in services: Full Authorization, Positive Authorization Capacity Management


•  

Custom Payment Services providing support to Visa POS domestic services


•  

Customer Online Repository (CORE)


•  

VIP reporting


Visa Inc Catalog of Services

 

•  

SMS reporting and raw data


•  

Member testing solutions


•  

Visa ATM Format Conversion Service


•  

VisaNet Integrated Debit Service/Interlink


•  

Visa/PLUS ATM transaction processing integration


•  

Authorization, clearing and settlement support between single-message and dual-message Members (BASE II – BASE I)

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

** Regional support for global VisaNet system applications, databases, and networks.


•  

** Regional and Member support for issues and escalation related to VisaNet outages

Maintenance


•  

Monthly business as usual (BAU) maintenance and support of global networks and databases


•  

Ongoing configuration, hardware/software configuration, planning, design, customization and certification


•  

Peak season capacity planning

Information Security


•  

Monitoring of network access


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Key management


•  

Access control

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

CAS (RSI) VE Silo

Description

CAS (RSI) Silo service supports the Visa Europe initiative to develop and maintain regional interchange fee changes. Inovant maintains the QA libraries and environment on MVS1 for these changes. Visa Europe developer access to the MVS1 QA library and environment is included in this service.

Service Features

Service feature include:


•  

Retrofit of RSI production system changes to the Visa Europe QA environment


•  

Updates to "seed scripts" used by Visa Europe QA analysts to establish MVS1 QA environments


•  

Additions, changes and deletions to the process that copies environment files into Visa Europe libraries

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

** Regional support for global VisaNet system applications, databases, and networks


•  

** Regional and Member support for issues and escalation related to VisaNet outages

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Maintenance


•  

Monthly business as usual (BAU) maintenance and support of global networks and databases


•  

Ongoing configuration, hardware/software configuration, planning, design, customization and certification


•  

Capacity planning

Information Security


•  

Monitoring of network access


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments


Visa Inc Catalog of Services

 

International Automated Referral Service (IARS)

Description

International Automated Referral Service (IARS) enables Acquirers to reach any Visa Issuer promptly whenever the Issuer needs more information from the Acquirer before making an authorization decision. IARS guarantees a response to every referral call, even when the Issuer is unavailable.

IARS provides Acquirers and Issuers vehicle to resolve authorization referral requests on a ** basis. It enables Acquirers to quickly contact Issuers for referrals on Visa transactions by automatically connecting the Acquirer-initiated calls to the Issuer.

The service is mandatory for international referrals in accordance with Visa Global Rules.

Service Features

Features of this service include:


•  

Referral call handling


•  

Global reach using computer-telephony integration systems


•  

Multi-Lingual support in ** languages


•  

Stand-In processing


•  

Call routing database administration functions


•  

Reporting of raw data

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

** Regional support for global VisaNet system applications, databases, and networks

Maintenance


•  

Monthly business as usual (BAU) maintenance and support of global networks and databases


•  

Ongoing server configuration, hardware/software configuration, planning, design, customization and certification


•  

Capacity planning

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis (IARS - DirectLINK)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business Resumption Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

**

Description

**

Service Features

Features of this service include:


•  

CORE - contains member parameters for Authorization – for the sake of clarity, a core update file is provided to VDPS


•  

Table Administration - perform Member profile updates to the following systems per Regional request including Verification (notifies Regions of updates) and Integration (synchronizes updates between CORE and CONFIG)


•  

VCMS - allows Issuers and Acquirers to control all testing variables, test at their convenience, and conduct basic testing as well as end-to-end and life-cycle testing. Testing results are used by to certify that changes are ready for production interchange with Visa. VCMS supports BASE I, BASE II incoming and outgoing interchange, SMS Online and SMS Report Delivery testing


•  

CMLS - collects Authorization and Clearing/Settlement transaction data directly from various Inovant transaction sources, for example, Socrates. Transaction data is then reformatted and prepared for distribution to downstream systems. The current data recipients are the Inovant Decision Support service and regional data feeds


•  

DSS - This is a data warehouse containing regional transaction information, both at the summary and detailed level, and is accessed by Cognos Cubes for various regional requests regarding CORE related transaction data


•  

Socrates - provides the infrastructure to move transaction data from the online VIP environment to the MVS environments running Clearing, Settlement and Reporting applications

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

Service Hours


•  

**

Service Support


•  

**

Maintenance


•  

**

Information Security


•  

**

Business Impact Analysis


•  

**

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Clearing and Settlement

Description

The service description below provides a general description of the functional capabilities of the existing platform and systems environment. Visa Europe is either in the process of completing development or migration to new platforms for processing in its territory. As the migration is completed the service descriptions will be updated to more specifically reflect the functionality being provided as part of the service for the cross territory transactions.

The Clearing and Settlement Service provides Members with a peer-to-peer system of exchange to clear transactions calculate the fees between Members and Visa, and charge and determine settlement position totals. The service also provides reconciliation and settlement of financial positions between VisaNet endpoints daily as well as Member settlement reports.

Service Features

Features of this service include:


•  

Clearing of financial and non-financial data between Members


•  

Determination of interchange fees between Members


•  

Determination of Visa charges


•  

Bankcard reporting


•  

Currency conversion


•  

Custom Payment Service (CPS) support to Visa POS domestic services, international Visa/Plus ATM service and CPS/ATM


•  

Custom file delivery


•  

Specialized merchant processing and settlement services, including Area Net Settlement, National Net Settlement


•  

Exception processing


•  

Central Edit Package (EP)


•  

Exception Manager (EM)


•  

VisaNet Settlement Service (VSS)


•  

Member testing solutions


•  

Configuration Repository (CONFIG)


•  

RealTime Settlement Interface (RSI)


Visa Inc Catalog of Services

 

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

** Regional support for global VisaNet system applications, databases, and networks


•  

** Regional and Member support for issues and escalation related to VisaNet outages

Maintenance


•  

Monthly business as usual (BAU) maintenance and support of global networks and databases


•  

Ongoing configuration, hardware/software configuration, planning, design, customization and certification


•  

Peak season capacity planning

Information Security


•  

Monitoring of network access


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Key management


•  

Access control


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Business Impact Analysis

ATM Format Conversion


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

BASE II and RSI


•  

Recovery tier is **


•  

Recovery time objective is less than **


•  

A Technical Restoration Plan is **

Duplicate Transaction ID


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Edit Package


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Exception Manager


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

PLUS Gateway Reconciliation


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

SMS Offline


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Test Certification Environment for BASE II - VCMS


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

**

Description

**

Service Features

Features of this service include:


•  

CONFIG - contains member parameters for CAS


•  

Table Administration - perform Member profile updates to the following systems per Regional request including Verification (notifies Regions of updates) and Integration (synchronizes updates between CORE and CONFIG)


•  

VCMS - allows Issuers and Acquirers to control all testing variables, test at their convenience, and conduct basic testing as well as end-to-end and life-cycle testing. Testing results are used by to certify that changes are ready for production interchange with Visa. VCMS supports BASE I, BASE II incoming and outgoing interchange, SMS Online and SMS Report Delivery testing


•  

CMLS - collects Authorization and Clearing/Settlement transaction data directly from various Inovant transaction sources, for example, Socrates. Transaction data is then reformatted and prepared for distribution to downstream systems. The current data recipients are the Inovant Decision Support service and regional data feeds


•  

DSS - This is a data warehouse containing regional transaction information, both at the summary and detailed level, and is accessed by Cognos Cubes for various regional requests regarding CORE related transaction data


•  

Socrates - provides the infrastructure to move transaction data from the online VIP environment to the MVS environments running Clearing, Settlement and Reporting applications

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

Service Hours


•  

**

Service Support


•  

**

Maintenance


•  

**

Information Security


•  

**

Business Impact Analysis


•  

**

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Extended Access

Description

Visa Extended Access (Visa EA) is the next generation endpoint access service. The Visa EA environment includes the Endpoint server, management and monitoring tools. Visa EA will replace the legacy VAP service. Endpoint rollout began in ** and has a planned completion by **.

Visa EA leverages the power of Internet Protocol and other open technologies to provide a customer-facing access product. It provides the customer (endpoint) connectivity to Visa.

Service Features

Features of this service include:


•  

Access to selected services (e.g. Authorization, Clearing, Backoffice, etc)


•  

Message, file handling and routing capabilities for BASE I, SMS, and Non-Visa Format Option (NVFO)


•  

Industry standard file transfer programs such as Connect:Direct and File Transfer Protocol;


•  

Reliability and improved security


•  

Management tools


•  

Improved connectivity options that isolates customers from Visa changes

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours –**– for those Regions that have contracted with Inovant to provide 1st and 2nd Level Support.

Service Support – to support the global management and security infrastructures:


•  

1st level customer support (**)


•  

2nd level customer support (**)


•  

3rd level customer support (**) pager support

Maintenance – to support the global management and security infrastructures:


•  

Business as usual maintenance


•  

Ongoing planning and hardware and software configuration for those servers located within the Inovant data centers for the global management and security infrastructures

Not included:


•

 

The EA Servers, which reside at the endpoint location, are the responsibility of the Regions. It is up to each Region to determine the appropriate level of controls and 1st and 2nd level support agreements

Business Impact Analysis


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Business Unit Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa File Exchange Services (VFES)

Description

Visa File Exchange Service (VFES) is a flexible file transfer facility that allows Members to securely exchange a wide variety of data files with Visa over the public Internet. VFES uses File Transfer Protocol (FTP) secure software, requires no proprietary hardware or special circuits, and offers reliable security through a combination of encryption, strong authentication, and activity monitoring.

Service Features

Features of this service include:


•  

Secure file routing and delivery from endpoints to Visa applications


•  

Secure file transfer channel to and from Visa is ** for additional security


•  

All data ** and is inaccessible outside Visa or the endpoint


•  

File delivery with checkpoint/restart capabilities


•  

File transfer acknowledgements


•  

Sophisticated error processing


•  

Option to notify endpoint contacts by email of certain error processing conditions


•  

Efficient configuration and setup with a user-friendly administrative interface that allows easy setup of new applications, new endpoints, or new file types


•  

Data retention with ability for endpoints to re-download files

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours – **

Service Support


•  

VisaNet Operations Help Desk – **


•  

2nd level customer support **


•  

3rd level customer support **

Maintenance


•  

Application support


•  

Ongoing server configuration, hardware/software configuration, planning, design, customization and certification


•  

Security upgrades


•  

Peak season capacity planning

Information Security


•  

Monitoring of network access


•  

Firewall protection


•  

Prevention of unauthorized users


•  

Digital certificate management

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Online (VOL)

Description

Visa Online is the global extranet site for authorized Visa Members and some third parties. Visa Online delivers key business applications, tools and a wide range of content including products, services, promotions, sponsorships, publications and e-commerce.

Service Features

Include management of global infrastructure, maintenance and support of the VOL infrastructure components and utilities:


•  

Enrollment and entitlement


•  

LDAP and replication


•  

Siteminder


•  

Load balancers


•  

Email


•  

Usage reporting system


•  

Batch processing services


•  

SSL accelerators


•  

IP network


•  

QA environment

Provide maintenance and support of the application environments including:


•  

** environment


•  

** application environment


•  

** application environment


•  

UNIX environment


•  

Peak season capacity planning

Despite the service tier described in the Business Impact Analysis section below, the service does not include a Business Resumption Plan.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Not included:

Application support for applications that are in shared or dedicated VOL hosting Inovant environments:


•  

Advanced Authorization Online


•  

VTRS


•  

VIEW Online


•

 

Visa Resolve Online©


•  

Visa Exceptions (VEX)


•  

Membership Management Application


•  

Hardware maintenance or support for regional environments hosted outside of Inovant

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours –**

Service Support – global infrastructure, application environments, Inovant hosted regional environments


•

 

1st level customer support (**)


•

 

2nd level customer support (**)


•

 

3rd level customer support **


•  

Support for Inovant IP network, firewalls, UNIX and NT servers

Maintenance


•  

Support Services, including requirement analysis and technical consulting


•  

Monthly maintenance


•  

Ongoing server configuration, hardware/software configuration, planning, and customization

Information Security


•  

Monitoring of network access

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Prevention of unauthorized users


•  

Firewall protection


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

FAC Access Management


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

FAC Identity Administration


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Interlink Directory on VOL


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Prepaid Card Report Service


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

VOL Enrollment and Entitlement


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

VOL Gateway


•  

Recovery is Tier **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

VOL Infrastructure Utilities


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

VOL Shared Application Infrastructure


•  

Recovery is Tier **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

VisaNet Access Points (VAPs)

Description

VisaNet Access Points (VAPs) are a hardware and software solution resident at the customer site for connectivity to VisaNet. The VAP is a demarcation point between the Member and Visa and manages data transmission between the Member host and VisaNet.

Service Features

Features of this service include:


•  

Online messaging


•  

Batch file transmission


•  

Support of **

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Maintenance


•  

General Support (**) – ** (**)


•  

Troubleshooting


•  

Problem Resolution


•  

Development, testing of production fixes

Information Security

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis (RSI India Business Unit Support)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business Unit Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Card Recovery Bulletin (CRB) Service

Description

The Card Recovery Bulletin (CRB) is an international service that publishes paper bulletins, card recovery files, and the Card Recovery Bulletin CD-ROM, all of which contain account numbers of cards that have been reported as lost, stolen, or misused.

Service Features

Features of this service include:


•  

Providing Acquirers with a means of identifying cards that will not be honored by Issuers worldwide


•  

Issuer chargeback rights


•  

Fraud control on below-floor-limit transactions outside the U.S


•  

Print and electronic options for bulletin distribution


•  

Billing reports

Despite the service tier described in the Business Impact Analysis section below, the service does not include a Service Restoration Plan.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

Network Operations support

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Risk Identification Service (RIS)

Description

The Risk Identification Service (RIS) provides early identification of fraudulent, potentially fraudulent, or other risky activity at Merchant locations.

Service Features

Features of this service include:


•  

Provides Issuers with timely and sophisticated fraud detection

Despite the service tier described in the Business Impact Analysis section below, the service does not include a Business Resumption Plan.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

IGSS Help Desk


•

 

2nd & 3rd Level Support provided **


•  

Network Operations support

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Maintenance


•  

Application and maintenance support staff


•  

Peak season capacity planning

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Verified by Visa (VbV) Interoperability Domain Service

Description

Verified by Visa (VbV) is Visa's global online payment authentication service. The 3-D Secure protocol is comprised of three parts or "domains," as described below:


•  

Issuer Domain – The Issuer Domain authenticates the cardholder using a valid card account and pre-registered password.


•  

Interoperability Domain –The Interoperability Domain provides the interconnectivity between the Issuer and Acquirer Domains.


•  

Acquirer Domain – The Acquirer Domain originates merchant Internet transactions and ensures they are operating under a merchant agreement with the Acquirer in accordance with the business rules and technical requirements for the service.

All transaction data is transmitted via the Internet ** to protect payment card and consumer information. The Interoperability Domain authenticates Issuer and Acquirer components via the use of digital certificates.

Service Features

Features of this service include:


•  

Directory Server & Directory Log Viewer


  •  

Assists merchants in routing the cardholder to the appropriate Issuer


•  

Authentication History Server


  •  

Records and reports cardholder authentication in support of dispute resolution


•  

Directory Server Data Population Tool


  •  

Streamlines Directory Server maintenance processes


•  

Quality of Service Reporting & Real Time Exception Alert Messaging


  •  

Monitoring the VbV program end-to-end service performance


•  

Verified by Visa Transaction Research Service (VTRS)


  •  

Provides transaction details for dispute, arbitration and compliance purposes


•  

Compliance Test Facility & Product Integration Test System


  •  

Vendor software 3-D Secure protocol compliant certification


•  

3-D Secure Protocol and documentation library management


  •  

Maintenance of protocol specification and other related VbV specifications

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Problem resolution support for:


  •  

Issuer and Merchant providers cross-domain problems


  •  

Issuer and merchant Interoperability Domain connectivity problems


  •  

Communication/resolution with Regions of Severity ** Interoperability Domain problems


•  

Business and operational support includes:


  •  

Provide oversight of the end-to-end VbV service


  •  

Analyze and approval of all system, network and applications changes, including routine maintenance


  •  

Perform user acceptance test of all changes


  •  

Business impact analysis following service issues


  •  

Review of project status, problem tickets, finances


  •  

Business resumption planning and testing


  •  

Information Stewardship responsibility including data and system security management


  •  

Certify VbV vendor products


  •  

Monitor performance criteria of Issuer and Acquirer Domains


  •  

Regional training and documentation library maintenance


  •  

Provide and support over 40 statistical, monitoring and performance reports, including transaction volume, cardholder activation and use rates, ACS and MPI performance measures, and endpoint protocol/processing errors

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Systems Operation Availability


•  

**

Business Service Support


•  

**


•  

Emergency on-call


•  

Off hours by arrangement

Technical Service Support


•  

** Production system and application monitoring and support

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

** System support for Regional support teams


•  

** - provided for environment and application related issues


•  

Staging and pre-production environment management


•  

Performance testing support

Maintenance


•  

Business as usual (BAU) maintenance and support of global networks and databases


•  

Ongoing server configuration, hardware/software configuration, planning, design, customization and certification


•  

Application hosting, operations and maintenance


•  

Peak season capacity planning

Information Security


•  

Monitoring of network access


•  

Prevention of unauthorized users


•  

** monitoring and intrusion detection


•  

Firewall protection


•  

Key management


•  

Penetration testing


•  

Routine risk and security assessments


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

Data Population Tool


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Directory Server, Authentication, History Server


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Quality of Service Reports


•  

Recovery tier is **


•  

Recovery time objective is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Offline Certification Authority

Description

Visa Inc (VI) has developed several products and services that have security requirements best satisfied using public key cryptography. In order to deploy public key cryptography, Visa has established itself as a Certification Authority (CA); that is, an entity trusted to issue and manage digital certificates.

Visa currently issues digital certificates that conform to two different standards, X.509 and EMV:


  •  

The EMV certificates issued by Visa are an integral part of the VSDC (Visa Smart Debit and Credit) service. All VSDC IPK (Issuer Public Key) certificates for Visa members are generated in this offline facility.


  •  

The ** certificates are used in conjunction with Visa applications and services such as Verified by Visa, EA Server and VOL E&E. **. The online CAs ‘chain up’ to the offline CAs (these CA certificates are signed by the offline CAs). (Online CA service description in this Catalog can be referenced for details.)

The CA facility houses the Root CAs for both the Visa EMV and X.509 CA hierarchies and is operated as a high security facility in accordance with industry standards and best practices. This operation is subject to a third-party audit annually.

The certificate requests are submitted for processing at the offline CA facility by VE. VE staff is responsible for ensuring that these certificate requests only come from authorized requesters—Visa members (or their third-party processors). The requests must be transmitted via secure email from VE to the CA facility operated by VI for processing. The CA operations staff prepares the requests for signing and conducts the signing ceremony. After the certificate requests are signed by the Visa root keys, they are returned to VE staff via ** to be forwarded in a secure manner to the appropriate certificate requester. VE staff is also responsible for notifying the CA operations staff of any X. 509 certificates that need to be revoked.

Service Features

Features of this service include:


•  

‘Vetting’ certificate requests received from VE staff and preparing ceremony documentation. Maintaining lists of approved VE submitters


•  

Conducting ceremonies during which the Visa roots (and subordinate CAs) are used to sign the certificate requests

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Maintaining the CA system software and hardware in compliance with industry best practices for secure operation of a CA facility as documented in Visa's Certificate Processor Security Requirements


•  

Keeping current documentation on all facets of the CA facility operation (certificate request procedures, operator procedures, facility access procedures, certificate policies and certificate practices statements, etc). This documentation is reviewed by third-party auditors during the annual reviews to ensure that it is complete and accurate


•  

Maintaining accurate audit records (certificate requests, facility access records, change control records, etc.) in preparation for third-party audits


•  

Training VE staff on what is required to ‘vet’ a certificate issuance or revocation request. Providing consultation to VE staff as needed when questions arise regarding appropriate procedure


•  

Providing reports to VE staff on the number of X.509 certificates issued as well as certificates about to expire (three-month horizon)


•  

Maintaining a business resumption plan, ensuring that CA configurations at disaster recovery site are kept current, conducting refresher training for disaster recovery staff and conducting annual disaster recovery tests

Service Support and Availability

Service Hours


•  

Digital certificate processing ceremonies are scheduled to occur **. Certificate request submission deadlines are as follows during US business days:


  •  

**


  •  

**


•  

All requests are processed on a first come, first served basis. Any requests received after the deadline will be scheduled for the next available ceremony


•  

Ceremony schedules may change depending upon request volume, holiday scheduling, etc. If it is necessary to change the schedule, VE will be notified in advance of the change


•  

Emergency or unscheduled ceremonies can take place if business needs warrant and with proper authorization. These must be authorized by the appropriate VE approver as well as approved by the VI Certification Authority Manager. These will be accommodated on a best effort basis.

Service Support


•  

CA operations staff (i.e., CS Control Desk and VSDC Control Desk staff) provides first level support to VE staff **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

VI technology development staff is available ** to provide technical assistance with CA hardware and software as needed

Maintenance


•  

VI Technology Development staff perform maintenance as needed to ensure that CA hardware and software is kept current (software releases, certificate profiles, hardware upgrades, etc.). All maintenance is subject to strict change control

Information Security


•  

The operation of the Visa offline CA service must be in compliance with the very stringent requirements documented in the Visa Certificate Processor Security Requirements document. Particular attention is paid to ensuring that the Root CAs are protected from any intentional or inadvertent tampering and that there is a documented chain of custody for the certificate requests throughout the processing cycle. Certificate Policy and Certificate Practices Statements describe the policies that apply to the operation of the CAs (and use of the digital certificates produced) and how the CA facility is operated to be in compliance

Business Impact Analysis


•  

Business resumption plans are maintained for the offline CA service. CA system configurations and documentation at the disaster recovery sites are kept current and staff who are part of the offline CA disaster recovery teams receive refresher training annually. The recovery objective for both X.509 and VSDC CAs is **. Disaster recovery tests are conducted annually for both X.509 and VSDC CAs and the recovery times are well within the stated objective

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Online Certification Authority

Description

Information technology maintenance and support activities for the Public Key Infrastructure used for Information Delivery (excludes corporate PKI). e.g. patch management, PMXs, BIA support, asset, licenses, vendor maintenance, consulting, etc.

Service Features

Features of this service include


•  

Production monitoring


•  

Change and problem management


•  

Capacity planning and production tuning


•  

Reporting


•  

Version and capacity upgrades


•  

Technical documentation

The service excludes:


•  

Regional on-site key administration or procedures


•  

Support for the Visa Root (aka offline PKI)


•  

Enhancements and new functionality. Projects will be needed to fund development activities, plus any new support activities not planned for during the current planning cycle

Service Support and Availability

This section provides an overview of the service support environment. Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours


•  

** (except scheduled maintenance window)

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support


•  

** regional support for global VisaNet systems, applications, databases, and networks, support for issues and escalation related to VisaNet outages

Maintenance


•  

Currently **

Information Security


•  

Access control


•  

Prevention of unauthorized users


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Dispute Management System/Visa Image Transaction Research

Application (DMS/VITRA)

Description

This service enables Regions with a Dispute Management System (DMS) to utilize the Visa Image and Transaction Research Application (VITRA) through an Inovant created Application Programming Interface (API). The API allows for data retrieval from the VCRFS/VDAS database and eliminates the need for Members to rework and rescan historical dispute data into the DMS system/process especially when images and transactions are already available in Visa.

Service Features

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

Operational environment monitoring by the Processing Services staff


•  

IGSS Help Desk

Maintenance


•  

Maintenance support staff

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Capacity planning

Information and Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

International Electronic Case Filing (IECF)

Description

The International Electronic Case Filing (IECF) solution provides Visa International and the Visa Regions with an automated means for exchanging and managing international arbitration and compliance transactions using VROL's Real Time System Interface and the VROL application to interface between VROL and Regional Dispute Management Systems (RMDS). The IECF service is comprised of the support costs associated with the IECF solution.

Service Features

Despite the service tier described in the Business Impact Analysis section below, **.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **

Service Support


•  

Operational environment monitoring by the Processing Services staff


•  

IGSS Help Desk

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Information and Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Request for Copy/VisaNet Documentation Automation Service Offline

(RFC/VDAS Offline)

Description

Request for Copy/VisaNet Documentation Automation Service Offline (RFC/VDAS Offline) supports the documentation requirements for dispute resolution between Visa Members. The service facilitates the Transaction Receipt retrieval process as well as the Chargeback and Representment processes through the following components:

Service Features

Features of this service include:


•  

Request for Copy Offline (RFC Offline) – mainframe processing support for VCRFS and the Mediation Workstation


•  

VisaNet Documentation Automation Service Offline (VDAS Offline) – mainframe processing support for VDAS


•  

Visa Image and Transaction Research Application (VITRA) – research transaction history support for all VCRFS and VDAS transactions stored in RFC/VDAS Offline


•  

Mediation Workstation - dispute mediation support for copy requests

Despite the service tier described in the Business Impact Analysis section below, **

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours – **

Service Support


•  

Operational environment monitoring by the Processing Services staff


•  

IGSS Help Desk

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information and Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Image Exchange Workstation Online (VIEW Online)

Description

VIEW Online supports the documentation requirements for dispute resolution between Members. The online service is a browser-based application that electronically processes exception transactions, comprised of two components:


•  

Copy Request Manager (CRM): Provides participants with the ability to send and receive images of sales drafts, and to produce reports facilitating the request-for-copy process


•  

Chargeback Documentation Manager (CDM): Provides participants the ability to scan, exchange, print document images and to produce reports facilitating the document exchange process

Service Features

Features of this service include:


•  

Support of low volume participants who request and/or receive an average of less than 500 copy requests and chargebacks/representments per month


•  

Client-server workstation


•  

Inovant VIEW Online application software; connectivity to VisaNet and reporting

This service does not include:


•  

Member or Region PC platform hardware and associated software

Despite the service tier described in the Business Impact Analysis section below, **.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **.

Service Support


•  

Operational environment monitoring by the Processing Services staff


•  

IGSS Help Desk

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information and Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Image Exchange Workstation 3.1.1 (VIEW 3.1.1)

Description

The VIEW 3.1.1 service supports the documentation requirements for dispute resolution between Visa Members. It is a Windows-based service that interfaces directly with VisaNet. The VIEW workstation performs electronic processing of copy requests and fulfillments, and electronic exchange of chargeback and representment documentation between participating members. The VIEW 3.1.1 workstation has the following components:


•  

Copy Request Manager (CRM): Provides participants with the ability to send and receive images of sales drafts, and to produce reports facilitating the request-for-copy process


•  

Chargeback Documentation Manager (CDM): Provides participants the ability to scan, exchange, and print document images

Service Features

Features of this service include:


•  

Support for low volume participants who request and/or receive an average of more than 500 copy requests and chargebacks/representments per month


•  

Client-server workstation


•  

Inovant VIEW Online application software; connectivity to VisaNet and reporting

This service does not include:


•  

Member or Region PC platform hardware and associated software

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours – **.

Service Support


•  

Operational environment monitoring by the Processing Services staff


•  

IGSS Help Desk

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information and Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business Unit Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Resolve Online© (VROL)

Description

Visa Resolve Online© (VROL) is an online, web-based service that enables Members to:


•  

Retrieve transaction information online


•  

Exchange information electronically instead of mailing paper documentation


•  

Submit arbitration and compliance cases and receive rulings online

VROL is designed for easy Member implementation based on industry-standard Internet protocols (IP) and an intuitive user interface to facilitate staff training.

Service Features

Features of this service include:


•  

Facilitation of resolution of disputes by providing tools, information, and electronic communication channels


•  

Offering Issuers, Acquirers, and their processors access to information, tools, and forms

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.


Visa Inc Catalog of Services

 

Service Hours

**

Service Support


•  

Operational environment monitoring


•  

IGSS Help Desk


•  

Production, Member Test, Development, and QA Environment support

Maintenance


•  

BAU maintenance and support


•  

Capacity planning


•  

Ongoing performance monitoring and support

Information Security


•  

** monitoring and intrusion detection


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Routine risk and security assessments


•  

Penetration testing support


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Global Information Program – Access

Description

The Global Information Program – Access service provides analysis of VisaNet transaction data. By accessing large volumes of data with data mining tools, users can analyze payment service performance dynamics and trends. The Global Information Program – Access service leverages the Common Data Infrastructure (CDI) and Consolidated Master Log Services (CMLS), ** and **.

Service Features

Features of this service include:


•  

VisaNet BASE I, BASE II, SMS, ATM and Verified by Visa transactions


•  

A powerful and comprehensive reporting and analysis environment


•  

Operational and management reports that employ the use of multiple metrics


•  

On-line analytical processing (OLAP) using conventional relational databases (ROLAP) or multidimensional databases (MOLAP)


•  

Ad-hoc query and data mining


•  

Global payment service view


•  

Narrowcast function for automatic delivery of queries through email

Despite the service tier described in the Business Impact Analysis section below, **.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours – **

Service Support


•  

Information Product Support Staff


•  

Operational environment monitoring by the Processing Services staff

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

CDI Warehouse


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Common Data Interface (CDI), Consolidated Master Log Services (CMLS)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

CSI


•  

Recovery tier is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Global and Subscription Processing (CMLS)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Global Duplicate Transaction Identification (GDTID) Service


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

MicroStrategy Application Pool


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

ODS Pool


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Information Storage Service

Description

The Information Storage Service (ISS) is the function that underpins the Information Services data storage function. It is the foundation for which all Information Services are, and will be, delivered. ISS data includes the Summary Warehouse, the Detail Data Warehouse (aka Operational Data Store) and the VTRS data store. These data stores support shared and Region-specific business intelligence applications. Data in ISS includes summary data up to 36 months, and detail data (180 days relational and more than three years on non-relational data).

Service Features

Features of this service include:


•  

Storage costs for global and local data storage:


  •  

Shared storage costs are allocated to Regions/VWS based on **


  •  

Regional specific storage costs are allocated based on **

Despite the service tier described in the Business Impact Analysis section below,**.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours – **

Service Support


•  

Information Product Support Staff


•  

Operational environment monitoring by the Processing Services staff

Maintenance


•  

Application and maintenance support staff


•  

Capacity planning

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

ODS Pool


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Direct Feed – Visa Europe

Description

The Visa Europe Direct Feed provides a daily extraction and transfer of Visa Europe-acquired and/or issued transaction information to the Visa Europe Data Warehouse platform at the Regional Processing Center 1 (RPC1). Data is obtained from BASE I, SMS, BASE II, RSI, IARS, the Fraud master file, VIS Reference Tables and daily currency rates data captured at Inovant hosts (OCW, OCE, OCJ and RPC1). The service leverages the Common Data Infrastructure (CDI), Optimized Sales View (OSV), and Consolidated Master Log Services (CMLS), ** and **.

Service Features

Features of this service include:


•  

Tailored content and delivery for the files identified below as of the Effective Date of the BSA


  •  

Data Warehouse Data Sourcing - Authorization Data


  •  

Data Warehouse Data Sourcing - VisaNet Clearing and Settlement/3.4.9.

VISOR Data Sourcing - Clearing & Settlement same feed


  •  

Data Warehouse Data Sourcing - IARS


  •  

Data Warehouse/VISOR Sourcing - Fraud Master File


  •  

Data Warehouse/VISOR Sourcing - Currency Rates


  •  

Data Warehouse Sourcing - Daily VIS Tables


  •  

Data Warehouse Sourcing - Bi Annual VIS Tables


  •  

VISOR Data Sourcing – Authorizations


  •  

VISOR Data Sourcing – Clearing & Settlement


  •  

VISOR - VIS Tables


  •  

AVAS File Delivery


  •  

Change Notification


  •  

ACT File Delivery


  •  

AHS File Delivery


•  

Supports regional data analysis


•  

Global payment service view

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Despite the service tier described in the Business Impact Analysis section below, **.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Support


•  

Information Product Support Staff

Maintenance


•  

Application and maintenance support staff


•  

Peak season capacity planning

Information Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)

Business Impact Analysis (CMLS Debit FTL, Credit from VIP)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Transaction Research

Description

Transaction Research offers access to stored VisaNet transaction data (BASE I, BASEII, SMS and Verified by Visa). Members and internal Visa staff access Transaction Research either online or via MicroStrategy to perform research and other functions. Transaction research also supplies transaction data to Dispute Processing applications such as Visa Exceptions (VeX) and Visa Resolve Online© (VROL). Transaction Research leverages the Common Data Infrastructure (CDI), Optimized Sales View (OSV) and Consolidated Master Log Services (CMLS), ** and **.

Transaction Research - Access service pricing includes only the access component; the storage component is priced as part of the Information Storage Service.

Service Features

Features of this service include:


•  

Storage of summary data up to **, and detail data (** relational and more than ** on non-relational data).


•  

Transaction detail data delivery for back office research through Visa Exceptions, Visa Resolve Online© and REDI

Despite the service tier described in the Business Impact Analysis section below, **.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Hours – **

Service Support


•  

VisaNet Operations Help Desk – **


•  

Inovant Service Support Help Desk – **


•  

Operational environment monitoring by the Processing Services staff

Maintenance


•  

Application and maintenance support staff


•  

Peak season capacity planning

Information Security


•  

Prevention of unauthorized users


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

Transaction Life Cycle (TLC)


•  

Recovery tier is **


•  

Recovery time objective is within **


•  

A Service Recovery Plan is **

ViewDirect and DocumentDirect Report Viewing


•  

Recovery tier is **


•  

Recovery time objective is within **


•  

A Service Recovery Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Information Management Service (VIM)

Description

The Visa Information Management Service (VIM) is a consolidation of the VIM on-line web-based reporting environment and four batch processing platforms and databases; Commercial Central Data Repository Integration (CCDRi), and Enhanced Data Platform (EDP), and which together support commercial card growth worldwide.

The Commercial Central Data Repository Integration (CCDRi) platform supplies line item detail to Member clients for travel, entertainment and procurement expenses. This detailed information helps Member client companies to better control their expenses and assists the company in negotiating favorable prices for goods and services purchased from various merchants.

The VIM on-line web-based reporting environment is accessed through the internet via the VIM portal, and provides cardholder access to value-added commercial applications including Visa Information Source (VIS), VIM Mailbox, and Visa Subscription Management (VSM).

Service Features

The Visa Information Management Service includes:


  •  

Provides a data mining tool to clients with analytical capabilities of the merchants


•  

CCDRi


  •  

Replaces the Enhanced Data Platform (EDP) with a flexible, reliable, more powerful, and accurate platform to process company travel and expense transactions


  •  

Matches merchant invoice data to the corresponding transaction records received from Issuers


  •  

Delivers TC50 wrapped XML files to Members containing invoice data from invoice data providers


  •  

Includes data quality checking and enrichments (e.g., airline, hotel, and car rental reservation information) to provide single point of reference data source for company travel expense records


  •  

Supports web based reporting


•  

VIM On-line Reporting


  •  

Provides suite of reporting services to Members and their clients


  •  

Uploads Commercial card transactions and stores them for a ** period


  •  

Delivers the data via 100+ reports to Members and their clients


  •  

Calculates tax to be paid by the clients


  •  

Provides download capabilities via mailbox to clients' GL and other backend applications


  •  

Allows Members and their clients to prepare and get approvals for expense reporting

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

In accordance with the service tier as described in the Business Impact Analysis section below, the VIM On-line Reporting service includes an annual Business Resumption Plan rehearsal.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours


•  

**

Maintenance


•  

Maintenance and support of the VIM applications **


•  

Peak season capacity planning

Information Security


•  

Prevention of unauthorized users


•  

Firewall protection


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

Commercial Access – VIM Portal


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Commercial Infrastructure


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Commercial Reporting


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Commercial Reporting and Administration


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Visa Call Center Services (VCCS)

Description

VCCS is a suite of emergency travel assistance services for the Visa cardholder. Cardholders place a toll free or collect call that connects them to the Visa Customer Care Service Center (VCCS) where Visa customer service representatives are available to assist them.

Service Features

Lost/Stolen Card Reporting


•  

Collect reports of lost/stolen cards, blocks accounts on Visa's exception file where a full account number is available, and notifies the Member of all reports.

Emergency Card Replacement Service


•  

Contact the Member for authorization of emergency card replacement


•  

Provide cardholders with emergency replacement Visa cards


•  

Provide stand-in provided by issuing Members


•  

Provide a Global Distribution Network of Courier/Embossing Hubs and Product Replacement Centers (PRCs)

Emergency Cash Disbursement Service


•  

Contact the Member for authorization of emergency cash disbursement


•  

Provide cardholders with emergency cash


•  

Provide stand-in emergency cash authorization within the guidelines provided by issuing Members

Exception File Update Service


•  

Place an account number that requires special handling in the Exception File on behalf of the Member, i.e., VIP status or card blocking on the visa Exception File in instances when online access is not available to the Member

Cardholder Inquiry Service


•  

Answer inquiries about Visa products and services

Emergency Service


•  

Lost and stolen card reporting


•  

Card and cash replacement


•  

Exception file updates


Visa Inc Catalog of Services

 

Customer Information Services


•  

Customer inquiries


•  

Travel assistance


•  

Auto rental insurance

Specialty Services


•  

Law Enforcement Call Referral Assistance


•  

AVAS Call Referral Assistance

Merchant Services


•  

Merchant Direct Access Service (MDAS)


•  

Merchant Assistant Service (MAS)


•  

Automated Voice Authorization Service (AVAS)

For the following service features, despite the service tier described in the Business Impact Analysis section below, **.

In accordance with the service tier as described in the Business Impact Analysis section below, the GCAS Service includes a Business Unit Recovery Plan.

Service Support and Availability

This section provides an overview of the service support environment. Individual Service Level Agreements (SLA) for these services should be referenced for service-specific performance objectives, support and reporting.

Core Language Support and Availability


•  

** availability ** for the following core languages: **

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Business Impact Analysis

GCAS


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business Unit Recovery Plan is **

Specialty Services


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Visa Travel Service Center VTSC


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Content Management Services

Description

The Visa Inc Global Rules Content Management Service supports development and distribution (in electronic format) of the Visa Inc Global Rules and Visa Europe Operating Regulations (as is done today).

Service Features

Features of this service include:


•  

Support for authoring, content management, and delivery of the Global Rules


•  

Provides access to tools (to the extent those tools are used today by Visa Europe staff) to facilitate creation, management and publication of Rules and Regulations

Note: We anticipate that the processes supporting rules and regulation publishing will remain constant and that VE staff will have access to information in a similar manner and timeframe (e.g., ability to view changing global rules for inclusion in VEOR). To the extent timeframes change, VI will comply with TTLA notification intervals.

Despite the service tier described in the Business Impact Analysis section below, **.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service hours – California business hours

Service Support


•  

** regional support for global VisaNet systems, applications, databases, and networks

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

Operating Regulations


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business unit Restoration Plan **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Corporate Information

Description

The Corporate Information Service supports global Visa-enterprise activities, which collect and process Member address and transaction volume information, and generate fees based on reported operating certificate information. Specific activities supported include:


•  

Processing and distribution of Interchange Directory (VID)


  •  

Visa


  •  

Plus


  •  

Interlink


•  

Franchise Management Data Transfer and VIS information storage

Service Features

Visa Interchange Directory (VID):


•  

Data entry of changes to Member contact information within the interchange directories


•  

Formatting of Visa, PLUS, and Interlink directory information


•  

Distribution of mainframe tapes to Members for Visa Directory only


•

 

1st Level Support in addressing Member questions and issues relating to use or accuracy of the Interchange Directories

Despite the service tier described in the Business Impact Analysis section below, **.

Visa Information System (VIS):


•  

Processing and propagation of Member legal and licensing information data for Regions


  •  

Records of all legal and contractual agreement between Visa and Members


  •  

Support for the operational process to assigning and maintaining BIN numbers


  •  

Record of member participation in various Visa Products


  •  

Identify Visa contacts

In accordance with the service tier as described in the Business Impact Analysis section below, the Visa Information System service includes an annual Technical Recovery Plan.

Note: A project is underway to replace these systems RTN 810278

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.


•  

Service Hours – **

Service Support


•  

** regional support for global VisaNet systems, applications, databases, and networks, support for issues and escalation related to VisaNet outages

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

Sales Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Visa Interchange Directory (VID)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

Visa Information System (VIS)


•  

Recovery tier is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Corporate Network/Workstation Support

Description

The Corporate Network/Workstation Support provides Visa facilities 24x7 access to Visa's central corporate network (managed by Inovant) from remote locations. See below a description of the features included in this service. Inovant keeps track of the service features each customer subscribes to for billing and support purposes.

Service Features

Features of this service include:


•  

Server support includes ** Support provided on a best-effort basis only. ** support is excluded unless specifically named in the Service Level Agreement


•  

**


•  

E-Mail activities comprise all the aspects of internal and external e-mail communication coupled with the security of the service.


  •  

**


  •  

Internet Mail Gateway


  •  

Spam filters


  •  

E-Mail Anti-Virus


  •  

E-Mail Addresses


•  

Global Directory Services is the method which integrates and publishes the user identities across Visa, for example ensuring users appear in the Human Resources system and the E-Mail Service with the same attributes (such as last name). It also creates accounts in numerous other systems. It is provided under the name of Global Directory Services and is effectively a series of interconnected databases, directories and systems controlled by policies and processes that form an Identity Management System


•  

** for secure e-mail and file storage


•  

The main links between VE and the rest of Visa are data and voice network components. The principle component being Network connection to the VI global backbone (INI) – carry's Data and Voice to all VI provided services and to other Regions Network services – These services provide the foundations to support every aspect of network communication.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

  •  

WINS (Windows Internet Naming Service)


  •  

DNS (Domain Name System)


  •  

IP Address Management (assignment of address pools, etc)


•  

No longer included in this service:


  •  

Licenses for Microsoft, Project, or Visio


  •  

Regional network consulting

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes Technical Recovery Plans.

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service hours – **

Service Support

** regional support for global VisaNet systems, applications, databases, and networks, support for issues and escalation related to VisaNet outages

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Business Impact Analysis

Network connectivity


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

E-mail


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

Active Directory services


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

Global Directory services


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Global Integrated Financial Solution (GIFS)

Description

Based on **, the GIFS solution is an integrated global financial management system, including General Ledger, Accounts Payable, Cash Management Purchasing, Fixed Asset Accounting, Self-Service Web Requisition (i-procurement), Self Service Web Expenses **, **, ** and interfaces into and out of the GIFS system. ** applications supported include: **, an imaging management system used to store all Purchase Orders, Invoices and Purchase Agreements.

The GIFS Application supports Integrated Financial Management of Visa business.

Service Features

Features of this service include:


•  

Accounts Payable


•  

Cash Management


•  

Fixed Asset Accounting


•  

General Ledger


•  

Interface to Ariba


•  

Interface to Cost Management System (CMS)


•  

**


•  

**


•  

**


•  

ADI


•  

Purchasing


•  

Self-Service Web Requisition


•  

Self-Service Web Expenses


•  

**


•  

**


•  

**


•  

Capacity planning


•  

Servers, network, and operating system support and maintenance

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes a Service Recovery Plan exercise

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Despite the service tier described in the Business Impact Analysis section below, **

Transition Considerations


•  

VE will be sharing VI image for the transition period


•  

VI will share plans to change instance in support of the new VI


•  

VE may object to changes that materially jeopardize VE's ability to operate


•  

If necessary, VE and VI will consider alternatives; e.g., accelerating VE migration or creating a cloned image after 10/08


•  

After 10/08 Visa Europe must comply with VI changes

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Support


•  

Per existing SLA GIFS 2.0 dated 9/10/2001 and VFS GIFS 1.2 dated 11/29/2004


•  

** when the GIFS system is brought down for maintenance


•  

Customer queries answered during standard business hours (PT)


•  

** on-call support for operation and application failures

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Business Impact Analysis

GIFS (**)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Recovery Plan is **

FileNet


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Global Member Billing Solution (GMBS)

Description

The Global Member Billing Solution (GMBS) is the mechanism by which Visa Regions bill their Members. Monthly invoices give a Member a unified picture of the Visa charges. These include charges for Issuer Authorizations, Clearing and Settlement, Interlink, Debit, POS, IARS and numerous other services. GMBS includes four distinct functions: Rating, Billing and Accounts Receivable (RBAR), GMBS Preprocessing, and GMBS Reporting.

The legacy Integrated Billing System was sunset in January 2006.

Service Features

Features of this service include:


•  

GMBS Preprocessing: collects and formats data for all identified sources of billable transactions, validate records, detect errors, enrich records, perform calculations, store and aggregate billing records, deliver records to be rated and billed, along with delivering reportable information for reconciliation, error detection and reject processing to the GMBS reporting repository


•  

GMBS RBAR: receives and uses billing data from the preprocessing system to apply flexible pricing. The RBAR application provides one standard invoice format, printable from the global system, and one standard archive method (i.e., Vista Plus) for regional use on a monthly basis or on-request for off-cycle billing. The billing application generates receivable collection (settlement file), calculates tax, generates accounting journal entries, and transfers files to General Ledger


•  

GMBS Reporting: provides reporting necessary to complete the billing process on a monthly basis and provides reconciliation and audit capabilities to the billing process. In addition it supports billing inquiries and problem resolution from a data repository, containing ten-years of historical data


•  

Regions can choose to receive a monthly invoice data feed directly from the GMBS System to the Regional Data Warehouses


•  

Supports data feeds to and from CMLS


•  

Business Resumption Plan (BRP) capabilities for RBAR are dependent on the CDI platform

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes a Service Restoration plan.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service hours – ** during US business days

Service Support


•  

** regional support for global VisaNet systems, applications, databases, and networks

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Service Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Information Security

Description

The Information Security service secures data, applications, and infrastructure through the delivery of business driven, cost effective technologies and services. The service includes network security activities, platform access administration, vulnerability assessments, and regional customized services. Support for local regional networks and region-specific projects are excluded. This service applies to Visa Inc domains and those services specifically managed by request of Visa Europe

Service Features

Features of this service include:


•  

Mainframe and open system access administration (excluding MVS5 performed by Visa Europe)


•  

Network and host intrusion detection, logging, and response


•  

Investigations and forensics


•  

Open system security configuration and patch notification


•  

Firewall rule set approvals


•  

Security assessments and security requirement documents for global platforms


•  

Modem line approvals and war-dialing


•  

PC desktop email and file encryption software


•  

Key control policy and security software training and guidance


•  

Security new product testing, standards, and engineering


•  

Gateway content filtering


•  

Management Reporting


•  

Support for Digital Certificate (PKI) environment


•  

Support for the IDS and ** tools managed for Visa Europe


•  

Annual mainframe cost center certification

In accordance with the service tier as described in the Business Impact Analysis section below, the service includes a Service Recovery plan (PKI, Access, intrusion detection monitoring and forensics).

Despite the service tier described in the Business Impact Analysis section below, **.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Support


•  

** regional support for global VisaNet systems, applications, databases, and networks, support for issues and escalation related to VisaNet outages

Business Impact Analysis

Access, Intrusion Detection Monitoring and Forensics


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Business Unit Recovery Plan is **

PKI (Digital Certificates)


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Publishing Services

Description

The Publishing Service provides subscription management and order fulfillment of various Visa publications including Visa Inc Global Rules, Visa Europe Operating Regulations (to the extent they are supported today), VisaNet technical documentation, and user guides. It keeps track of publication requests and subscriptions for Visa staff and regions. The service provides fulfillments via CD ROM, and print where applicable.

Service Features

Publishing Services features include:


•  

Publishing support for output to CD ROM, and web


•  

Help desk support function for generic publication questions


•  

Provides access to tools (to the extent those tools are used today by Visa Europe staff) to facilitate creation, management and publication of Rules and Regulations


•  

Access to tools to support ordering manuals, entering subscriptions, management of reports, etc (to the extent POEMS provides such services to VE staff today) although these tools may change in the future

Note: We anticipate that the processes supporting rules and regulation publishing will remain constant and that VE staff will have access to information in a similar manner and timeframe (e.g., ability to view changing global rules for inclusion in VEOR). To the extent timeframes change, VI will comply with TTLA notification intervals.

Despite the service tier described in the Business Impact Analysis section below, the service does not include a Service Restoration Plan.


Visa Inc Catalog of Services

 

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Support


•  

**

Information Security


•  

Access control


•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Treasury Services

Description

Visa Inc Treasury supports foreign exchange, funds transfers and cross systems reconciliation for the daily Base II systems International and Visa Commerce Settlement Services. Additionally, Treasury will provide Visa Europe (VE) with FX Services to provide daily FX rates for its regional clearing and settlement and support VE intra-regional currency trading.

Foreign Exchange & FX Services for Visa Europe:

Treasury provides Visa Inc systems (Base II) a daily foreign exchange rate file used for currency conversion clearing and settlement calculations. This rate file is also provided to all subscribing Members (via TC56) as well as to VIP & VDPS for authorization. Treasury will calculate the fx gains and losses arising from this activity and share these as agreed in the BSA with Visa Europe.

Once RC&S is implemented it will also receive this rate file for its clearing and settlement calculations. As part of the FX Service for VE, VE will provide intra-regional currency volumes to Visa Inc Treasury each business day. Visa Inc Treasury will trade these volumes in conjunction with the Base II systems volumes with the Visa Inc trading partners and provide Visa Europe with the currency amounts requested.

Settlement Funds Transfers & Liquidity Management:

Visa Inc support daily settlement funds transfer for Visa Europe members processing on the Base II system.

Once RC&S is live, VE Treasury will provide its Members with funds transfers for settlement. Treasury will continue to provide Visa Inc customers Treasury Settlement Operations services and will settle with VE as a Group Member. Visa Inc will maintain the master settlement position for VE Group Member (intra-regional) settlement funds transfer positions within the Base II International Settlement Service. International Settlement Service funds transfer fees are charged monthly. These fees will be passed to Visa Europe at cost and billed as a separate service (Settlement Bank Fees)


Visa Inc Catalog of Services

 

Cross Systems Reconciliation:

This reconciliation performed by Visa Inc Treasury provides centralized customer service to aid in timely problem identification, investigation, and communication for the ATM Format Conversion, Plus Gateway and MasterCard Gateway Services. Additionally, this area is called upon on occasion to facilitate financial closure for **.

Settlement Currencies

The parties agree to abide by the following for adding settlement currencies:


  •  

As at the date of this Schedule there are 17 [settlement currencies].


  •  

Either Party may introduce a new [settlement currency] where:


  •  

there is an open and liquid market for the proposed currency and it is supported by the current VI currency trading bank agreement; and


  •  

the currency is not the currency of a country on the Office of Foreign Asset Control's list of sanctioned countries.


  •  

The cost associated with introducing the new [settlement currency] shall be borne by the Party introducing the currency.


  •  

Recognizing that Visa may need to add settlement currencies that will not affect Europe's RC&S system, Visa will retain the ability to add settlement currencies so long as interoperability implementation costs (i.e., adding a currency code to RC&S) are paid for by Visa.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Service Features

Features of this service include

Foreign Exchange and FX Services for Visa Europe


•  

Daily transmission of a file containing the wholesale market or government mandated foreign exchange rates vs. USD and of cross rates, to RC&S that are also provided to VI Members


•  

Daily notification to VE Treasury of Trading Rates obtained from the Trading Banks.


•  

Calculation of foreign exchange settlement volumes required to settle intra-regional foreign exchange transactions in which a VE Member is a participant, once RC&S is implemented


•  

Daily transfer to and from VE of intra-regional settlement volumes, once RC&S is implemented


•  

If VE does not provide trading volumes timely, VI will trade with the trading banks based on estimated volumes for RC&S, a process called Trading on Estimates (TOE)


•  

Calculation of revenues attributable to VE transactions and International Transactions


•  

Transfer of VE share of FX revenue to VE on a monthly basis.

Settlement Funds Transfers and Liquidity Management


•  

Balance all money transfer totals to the Visa Member settlement volumes reported by the VisaNet Settlement System (VSS) for International and Visa Commerce Settlement


•  

Validate, approve, release, and transmit Settlement funds transfers


•  

Provide float funding and manage associated costs for Visa multi-currency transactions


•  

Provide and maintain sufficient liquidity resources for Settlement as required by Visa policy, settlement counterparties, lenders, credit rating agencies and government regulation


•  

Provide liquidity for Visa Members that fail to pay settlement positions


•  

Manage balances and reconcile Visa corporate and settlement bank accounts


•  

Investigate and resolve with regional counterparts all Member settlement payment errors


•  

Charge appropriate Member Late Settlement fees per Visa Operating Regulations or its successor


•  

Verify and record standard Member settlement instructions for Visa Funds Transfers Entities


•  

Treasury Operations also provides the following services:


  •  

Release of USD funds transfers by 10:00 AM Pacific Time, Monday-Friday including holidays


  •  

Release of multi-currency funds transfers by 9:00 AM Pacific Time, Monday-Friday including holidays


  •  

Activation of new or modified Member Settlement instructions within 30 days of official notification


  •  

Review and resolution of all funds transfer system exceptions, rejected items, and tolerance limit exceptions


  •  

Validation of float and corporate revenue amounts resulting from daily settlement


  •  

Reconciliation of all Member Settlement positions on value date


Visa Inc Catalog of Services

 

  •  

Daily preparation of Treasury Settlement Operations Flash Report


  •  

Daily distribution of Multi-currency and USD Outstanding Payables and Receivables Report by 4:00 PM Pacific Time, Monday-Friday except USD holidays


  •  

Monthly distribution of reports


  •  

Analysis and review for accuracy and completeness of all settlement-related bank statements within one week of receipt


  •  

Setup and maintenance of settlement funds transfer instructions for all settlement endpoints

Cross-systems Reconciliation


•  

Ensure the integrity to Member/cardholders for ATM Format Conversion and Plus Gateway Service's wayward transactions through analysis and manual yet controlled transaction processing via Edit Package and TRAQs


•  

Maintain accurate financial reporting related to ATM Format Conversion and Plus Gateway Services (**)


•  

In July 2007 reconciliation of the MasterCard/Cirrus Gateway will be added.


•  

Provide a controlled and standardized process for Visa to make financial corrections to Members for processing/systems/setup problems via Edit Package

Systems and Processing


•  

Support and maintenance for the Visa Funds Transfer System (VFTS) which provides the capability to facilitate funds transfers to complete International Settlement. It is the data of record for International Settlement Funds Transfer data, Member banking instructions, foreign exchange rates and currency trading volumes


•  

Connectivity to Reuters


•  

Support and maintenance for the Foreign Exchange Rate Information System (FERIS) platform which provides updated currency rates to VisaNet


•  

Support and maintenance for the Treasury Rate Inquiry System (TRIS) application


•  

Support and maintenance for the Settlement Account Management application (SAM) which enables adding or modifying Member funds transfer instructions for International Settlement


•  

Support and maintenance for the Treasury Manager (TMAN) application which enables daily cash and portfolio management (investments, debt, and foreign exchange) as well as accurate reporting to the general ledger


•  

Support for the Treasury Intranet Website


•  

Support and maintenance for the Plus Gateway Reconciliation (GRS) application


•  

Support and maintenance for the ATM Format Conversion Reconciliation (RECON) application


•  

Support and maintenance for the Treasury Reconciliation System (RECs) application


•  

Best effort support for the following 3rd party applications: **

In accordance with the service tier as described in the Business Impact Analysis section below, these services include Service Restoration Plans.

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

The service excludes: (if applicable)


•  

**


•  

**

Service Support and Availability

This section provides an overview of the service support environment. The Service Level Agreement (SLA) for this service should be referenced for service-specific performance objectives, support and reporting.

Service Hours

Treasury Operations


•  

**


•  

**

Cross Systems Reconciliation*


•  

**


•  

**


*

Not applicable if major system problems create unusually high exception or suspense volumes. Best efforts will apply in these situations.

FX Services


•  

Transmission of foreign exchange rate file, calculation and transfer of settlement volumes and calculation of revenue will be performed daily on all days except Saturdays, Sundays, Christmas Day, New Year's Day and in some cases, US Memorial Day

Service Support

Treasury Operations


•  

Treasury Operations provides uninterrupted coverage for Treasury business purposes to all Visa staff and Members every weekday during local (PT) business hours. Additionally, mobile phone coverage is in effect on a 24/7 basis for emergency contact purposes

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Cross-systems Reconciliation


•  

Business support provided by CSR staff


•  

Email via the RECON mailbox is acknowledged daily **


•  

CSR staff utilize various Visa (e.g. TLC, Edit Package, Infoman, VTRS, Document Direct, GL, Tman) tools to perform this service


•  

Specific VisaNet transactional knowledge support provided by Inovant IGSS, CAS and VIP staff

FX Services


•  

Business support provided by VI Treasury staff


•  

VI Treasury staff available during normal business hours on all days except those listed in the Service Hours section above


•  

Technical support provided by VI Technical (Inovant) staff

Systems and Processing


•  

** regional support of global VisaNet systems, applications, databases, and networks, support for issues and escalation related to VisaNet outages


•  

** on-call support for operation and application failures

Maintenance

Treasury Operations

The following Treasury systems are maintained and upgraded on an ongoing basis:


•  

Visa Funds Transfer System (VFTS)


•  

Treasury Reconciliation System (tREC$)


•  

Settlement Account Management System (SAM)


•  

JPMorgan Chase Insight


•  

Bank of America WANDA


•  

Bank of America BAMTRAC


•  

Foreign Exchange Rate Information System (FERIS)


•  

Treasury Manager (tMAN)

FX Services


•  

Maintenance support provided

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

Information Security

Treasury Operations


•  

Data Security access permissions for the above systems are maintained and monitored on an ongoing basis

Cross-systems Reconciliation

ATM Format Conversion


  •  

There is an information Steward and an Information Custodian


  •  

There is a Systems Steward and a System Custodian


  •  

CSR have read/write ability for CISC RBPM


  •  

Limited regional staff have read only access CICS RBSI

Plus Gateway


  •  

There is an information Steward and an Information Custodian


  •  

There is a Systems Steward and a System Custodian


  •  

CSR have read/write ability for CISC RBPM


  •  

Limited regional staff have read only access CICS RBSI

Edit Package

CSR staff have authority (granted by Inovant) to enter and release financial transactions via Edit Package from Bins ** and a new one to go live in January 2007. It is still under investigation if a new Bin will be required for the new MasterCard/Cirrus Gateway Reconciliation.

FX Services


•  

Foreign exchange rate file transmission, and transfer of settlement volumes and revenue amounts, if any, will be conducted in a secure environment including:


  •  

firewall protection


  •  

prevention of unauthorized users


  •  

intrusion detection

Systems and Processing


•  

Access Control

 


**

Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


Visa Inc Catalog of Services

 

•  

Intrusion detection


•  

Secure authentication and data encryption (as required)


•  

Regular vulnerability assessments

Business Impact Analysis

FERIS


•  

Recovery tier is **


•  

Recovery time objective is **


•  

A Technical Restoration Plan is **

Settlement Account Manager


•  

Recovery tier is **


•  

Recovery time objective is **


•