“[2.64] A merchant acquirer is a bank or other financial institution which "acquires "merchants (traders) in the sense of bringing them into the network of traders willing to enter into an agreement with the merchant acquirer to accept the card. The functions of the merchant acquirer are to promote the card by extending the network, to pay traders for goods and services supplied against the card and to collect reimbursement from the card issuers, who in turn obtain reimbursement from the card holders. All four of the major clearing banks are merchant acquirers for both Visa and MasterCard. [2.65] The card issuer issues the card to its customer, the cardholder, who can use it to obtain goods and services from traders who have agreed to accept the card and, if it is a cash card, to draw cash for an automated teller machine. The merchant agreement regulating the terms on which the trader accepts the card may be concluded either with the card issuer direct or with the merchant acquirer. In the former case the trader is paid by the card issuer; in the latter by the merchant acquirer, who then obtains reimbursement from the card issuer. [343] Re Charge Card Services Limited involved a simplified card scheme with a single card-issuer. By contrast, numerous banks and other financial institutions issue Visa credit cards and MasterCards in the UK. Each scheme has its own agreement which operates as a binding contract between the participating banks and other financial institutions. The master agreement provides for such matters as the form of the card, card authorisation procedures and settlement between participating financial institutions. Under the master agreement, participating financial institutions generally become entitled to issue cards in their own name to their customers, and to admit suppliers to the scheme so as to entitle them to accept cards in payment for goods and services supplied to them. A supplier contracts with a ‘merchant acquirer’, a financial institution which gives the supplier admission to the scheme (the merchant acquirer is often the supplier’s own bank, so long as it is a participant in the particular scheme). By this contract, the supplier is authorised and obliged to accept all cards issued under the scheme in payment for goods or services, and the merchant acquirer agrees to pay to the supplier the value of the goods or services supplied, less a handling charge, provided the supplier has complied with certain stipulated conditions (e.g. he has obtain specific transaction authorisation if the price is over a stated ceiling). For each transaction the supplier transmits both card and transaction details to the merchant acquirer and EFTPOS system (paper sales vouchers, signed by the cardholder are now rarely used). The merchant acquirer then pays the supplier as agreed. Under the terms of the master agreement, the merchant acquirer obtains reimbursement from the participating financial institution which issued the card used in the transaction (unless they happen to be one and the same). …”
“(2) The critical question is whether the expressions 'negotiation of credit' and 'making of arrangements for any transaction for granting of any credit' are to be construed as implicitly restricted to activities in relation to particular transactions for the specific grant of credit. Neither the purpose nor the context of the exemption justify placing this restricted meaning on the wide general language of the directive and of the 1983 Act. Both the 'negotiation of credit' and 'the making of arrangements' for the granting of credit refer to the doing of things antecedent to, and directly leading to, the results sought to be achieved by the doing of those things. The result to be attained is of a general rather than a specific nature, namely the 'granting of any credit'. In some cases intermediaries between principals will be involved in achieving that result. In other cases they will not. It is neither expressly nor impliedly necessary that they should be involved as a condition of the application of the exemption to those who do not actually grant credit. (3) The activities of CSMA, in respect of which FBS paid commission, can reasonably and sensibly be described as negotiation of, or making arrangements for any transaction for, the grant of credit. I am unable to detect either in the purpose of the exemptions or in the language and context in which they are expressed any distinction between (a) the negotiation, or making arrangements for particular transactions for the specific grant of any credit, and (b) these negotiations or arrangements planned and designed by joint efforts for the specific purpose of leading directly to the grant of credit by FBS to members of CSMA.”