General Terms for ACQUIRING

FOR ACQUIRING ONLINE PAYMENTS AND MERCHANT AGREEMENTS

These General Terms apply to all Merchants who have entered into a Merchant Agreement with Paywiser, which represents the business terms of the company Paywiser, a company incorporated in England and Wales (Company No. 10677553) with its registered office at Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ (“Paywiser”, “we”, “us”), for the provision of acquiring online payment services. These Terms, together with Paywiser’s policies and procedures (including, but not limited to, operational, safeguarding, and compliance rules), govern the use of the Services. Paywiser reserves the right to update, supplement, or clarify such procedures or policies at its discretion, and such determinations shall be binding on Merchants, provided they are lawful and reasonable.

1. Definition of Terms and Explanations

Unless otherwise stated in the Agreement, the following terms have the meanings set out below:

• Account Dashboard Account means an account that the Merchant opens with Paywiser to monitor account turnover, transfer reports, and perform refunds. Each account has a Merchant Identification Number (MID);
• Account Payment account means an account held by a payment/credit institution and used for executing Payment Transactions in your favor;
• Payment Scheme Partner means any entity or system through which Paywiser, as a principal member of the relevant Card Schemes, facilitates card acceptance, transaction authorisations, processing of financial transactions, and settlement into safeguarded accounts in compliance with applicable regulations.
• Action means any claim, inquiry, lawsuit, or other action by a party that may result in Financial Liability;
• Action Plan means an internal regulatory document of the Merchant containing information and a set of activities that the Merchant must carry out under this Agreement to improve the statistics of Financial Chargebacks and Fraudulent Transactions. The Action Plan must include:
  • description of the Merchant’s business and future business strategy;
  • analysis reflecting the causes of the increase in Financial Chargebacks and Fraudulent Transactions;
  • if the negative statistics result from cooperation with third parties, these third parties must be identified and described in detail;
  • description of methods and tools the Merchant uses to identify and prevent risk and monitor Transactions;
  • list of activities carried out and planned to improve negative statistics (adoption of new rules for risk identification and prevention);
  • a planned timetable for improvement of Financial Chargebacks and Fraudulent Transactions statistics.
• Agreement or Merchant Services Agreement means the agreement concluded between Paywiser and you – the Merchant, under which we agree to provide you with Payment Gateway Services to Card Schemes through our acquiring services and Payment Gateway Services that meet the requirements set out in applicable laws and regulations, as further defined in the agreement, which includes:
  • the Merchant Initial Questionnaire,
  • the General Terms, and any appendices (e.g., Price List, Data Protection Agreement, PCI DSS Questionnaire, AdobeSign Instructions), as may be supplemented and amended in writing from time to time.
• API means “application programming interface” used by you or a third party appointed by you to host payment websites necessary to facilitate your use of Online Payments;
• Authorization is the process by which the Merchant requests permission to use a payment method for a specific purchase of the Merchant’s service or product;
• Merchant Initial Questionnaire is sent to the Merchant by email and requires the Merchant to submit the information necessary to initiate the Merchant onboarding process;
• Business Day means any day other than (i) Saturday or Sunday, or (ii) a public holiday in England and Wales on which banks are generally closed for business.
• Card Issuer means a member of a Card Scheme that enters into a contractual relationship with the Cardholder to issue one or more Cards;
• Card Scheme / Card Association is a collective term for Visa, MasterCard, or any other card provider we notify you about;
• Card / Payment Card means any form of Credit or Debit Card that the Cardholder can use to perform a Transaction on their Cardholder Account;
• Cardholder means a person to whom a valid Card has been issued and authorized for use and who is the Customer purchasing products and/or services from you;
• Card Not Present Transaction / CNP Transaction means a transaction between you and the Cardholder that is completed when neither the cardholder nor the card is present at your location at the time of the transaction, e.g., Mail/Telephone Order (MO/TO), E-commerce (internet) transactions, or pre-approved recurring transactions;
• Chargeback means a claim by the Issuer for a refund of a Transaction Amount that was carried out in accordance with Card Scheme Standards;
• Chargeback Threshold means the upper limit of the chargeback ratio for a merchant, calculated monthly as the ratio of chargebacks to the total number of transactions;
• Customer is a collective term for a Cardholder using the products and/or services provided by the Merchant;
• Card Verification Method / CVM Code means the three- or four-digit numeric code printed on the card. This code is known as CVV2 for Visa, CVC2 for MasterCard, CID for American Express and Discover. Collectively referred to as the CVM Code;
• Data Security Event means any event in which Cardholder Data or Transaction Data (including card data and personal data) is stolen, misused, or disclosed to an unauthorized person;
• Account Data means (1) cardholder data (primary account number (PAN); cardholder name; service code; expiration date) and (2) sensitive authentication data (including full track data from the magnetic stripe, equivalent data from the chip or elsewhere CAV2/CVC2/CVV2/CID4 – the three- or four-digit value printed on the front or back of the payment card; PIN/PIN block – personal identification number entered by the cardholder during a card transaction, and/or encrypted PIN block present in the transaction message);
• Acquired Data means all data relating to submitted transactions, transaction fees, account fees, and settlement;
• Personal Data means any information relating to an identifiable natural person, including identifiers such as name, ID number, location data, online identifier; physical identity factors such as height, eye color; physiological identity factors such as biometric data, medical records; economic identity factors such as source of funds, source of wealth, account balance, transaction history; cultural identity factors such as education level, social identity factors such as marital status, children, criminal convictions, and offenses;
• Sensitive Payment Data is a collective term for Account Data and Transaction Data;
• Transaction Data means information about a Transaction and the Cards used to perform it, as well as identification information of the cardholder;
• Fallback Procedure means a procedure whereby you can manually process a Transaction and obtain authorization if the original process fails;
• Card Scheme Fee means the fee paid to Card Schemes for the services they provide for processing payment transactions. Card Scheme fees include variable and fixed fees per transaction and are applied to Merchants on a pass-through basis;
• Processing Fee means the fee charged for processing payment transactions;
• Interchange Fee means the fee set by Card Schemes and paid by the Payment Scheme Partner (e.g., Paywiser) to the Issuer of the Payment Card for each Transaction, directly or indirectly (e.g., via third parties).

2. Interpretation

Unless otherwise apparent from the context, in the Agreement:

• any reference to applicable Regulatory Requirements, Standards, and agreements shall be construed as a reference to such applicable Regulatory Requirements, Standards, and agreements, whether amended, extended, consolidated, or re-enacted, and shall include all subordinate legislation adopted thereunder;
• references to provisions and appendices are references to provisions and appendices of the Agreement, and references to paragraphs are references to paragraphs of the Appendices to which such reference relates;
• reference to a person (including a contracting party) includes reference to (i) lawful personal representatives, successors, and permitted assignees thereof, and (ii) corporations, unincorporated associations, natural persons, companies, and partnerships;
• unless the opposite intention appears, words in the singular include the plural and vice versa; words denoting the masculine gender include the feminine and neutral genders and vice versa;
• headings in the Agreement are for convenience only and shall not affect the form or interpretation of the agreement;
• any phrase introduced by the terms “including”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms;
• subject to applicable regulatory requirements, the so-called rule of “contra proferentem” shall not apply, and therefore no term, condition, or provision of the Agreement shall be interpreted to the detriment of a Party solely because such Party drafted the term or condition and/or referred to such term or condition;
• in case of any discrepancy or ambiguity between the Agreement and the Standards, the Standards shall prevail, provided that the Agreement shall be construed to give the fullest effect possible to both the Standards and the Agreement;
• in case of conflict or ambiguity between the Standards and applicable Regulatory Requirements, the Regulatory Requirements shall prevail.

Service Provider

• The Services under the Agreement are provided by Paywiser.
• The Service Provider holds the appropriate licence to operate as an electronic money institution in the United Kingdom and is under the supervision of the Financial Conduct Authority (FCA). It is listed in the register of electronic money institutions published on the FCA’s website.
• Paywiser provides the Services under this Agreement and may rely on services from other external providers.

3. Services

In accordance with the General Terms of the Agreement, we agree to provide you with services for managing your access to Payment Systems and for accepting payments through Payment Cards (“Services”).

• The Services include Acquiring Services, Payment Gateway Services, and Ancillary Services.
• We will provide you with Acquiring Services, consisting of:
  • acquiring payment transactions;
  • registration with Card Schemes, where required;
  • providing real-time access to acquiring data through the Remote Access Module (RAM);
  • settlement of Payment Transactions.
• As part of the Payment Gateway Services, we will enable you to:
  • integrate and access the Payment Gateway software and receive technical support necessary to accept Cards on the Merchant’s website;
  • access authorization services for transactions, processing of Financial Chargebacks and Refunds, and acceptance of inquiries for Original Credit Transactions;
  • receive reports on all Transactions carried out in the month, ending with the reporting month. The Parties will separately agree on the form and frequency of the reports.
• Where expressly agreed, we will provide the following Ancillary Services:
  • processing of applications and due diligence reviews;
  • payment pages;
  • risk management;
  • customer support;
  • training and educational support.
• We will provide the Services as defined in the Agreement and are not obliged to perform any other Services unless expressly agreed in writing. We are not responsible for providing advice such as legal, accounting, or tax matters, or any services not defined in the Agreement.
• We will perform the Services with reasonable skill, care, and diligence, in accordance with regulatory requirements and Standards, consistent with good business practices, and to your reasonable satisfaction.
• We reserve the right, at our sole discretion, to decide on entering into an agreement with an individual Merchant and on the continuation of providing the Services.

4. Eligibility

• You will only use the Services that correspond to your status and only after you have met the appropriate eligibility criteria (KYC, KYB).
• The details of applicable eligibility criteria may change from time to time.
• If at any time you fail to meet all the criteria required for eligibility, we may terminate the Agreement and cease to provide the Services.
• If you operate your business through separate business lines or have separate websites, it may be necessary to conclude separate agreements.

Merchant Profile

• Our Services are intended for legal entities of all sizes that sell products and/or services and receive payments through payment cards based on Card Not Present transactions.
• The Merchant must meet all of the following qualities:
  • be incorporated and operate within a permitted jurisdiction;
  • be financially responsible;
  • have a good reputation.
• The Merchant must NOT:
  • engage in any activities that may harm the brands of the payment system, Card Schemes, or our reputation;
  • engage in any activities considered unlawful or harmful to the brand;
  • be prohibited from participating in any Card Scheme program;
  • be a person/entity subject to sanctions and must not appear on any list of persons or entities subject to restrictive measures or sanctions.
• A sanctioned person is any legal or natural person who is the target of sanctions or to whom sanctions apply, which includes, among other things, a person who:
  • is directly or indirectly owned or controlled by a sanctioned person; or
  • is registered, domiciled, or is a citizen or resident of a country listed as subject to sanctions
  • Sanctions mean any economic, financial, trade, or similar restrictions and prohibitions adopted, imposed, or determined by the following organizations or countries (and their authorities or agencies):
    1. the United Kingdom Nations;
    2. the United States of America;
    3. the European Union;
    4. the UN.
• The Merchant must also not act directly or indirectly on behalf of a sanctioned person. The Merchant further represents that, to the best of its knowledge, none of its legal representatives, authorized persons, employees, or beneficial owners is a sanctioned person.

5. Acquiring Services

Acquiring Payment Transactions

• We undertake, in accordance with the Agreement, to acquire all valid Transactions submitted to us by you.
• We will support the acceptance of Card Not Present Transactions – online transactions and Recurring Transactions.
• The acceptance of each type of Transaction must be expressly agreed upon.
• We will settle your payment transactions with the payment system of the relevant Card Scheme (VisaNet/MasterCard interchange system).
• In certain circumstances, the Card Issuer, in accordance with the Standards, shall have the right to refuse to settle a payment or to demand a refund of a payment already settled. In both cases, the relevant amount is referred to as a “Financial Chargeback.” Such circumstances may include: (i) the cardholder denies authorizing the Card Not Present transaction; (ii) duplicate charges for the same goods or services; (iii) the goods or services received were not as described or were defective, etc.
• If the Card Issuer exercises its right not to settle or initiates a Financial Chargeback, we are entitled to an immediate Financial Chargeback of the Transaction. For each Financial Chargeback, the Merchant shall be charged a non-refundable Financial Chargeback Fee, as set out in the Price List.
• Our rights to a Financial Chargeback will not be affected by any agreement between you and the Cardholder.
• You acknowledge that, in the case of a Financial Chargeback, you will provide us with documents confirming the Transactions and Refunds, and provide other assistance related to repayment, within 3 (three) Business Days of receiving our repayment request.
• Notwithstanding the foregoing: we shall not be obliged to notify you of any error in the Transaction Data or of any other liability for a Financial Chargeback, unless a Financial Chargeback has in fact occurred; any deficient Transaction Data may be treated as valid; and we are not obliged to assist you in obtaining payment from the Cardholder if the relevant Transaction Data has been returned.

Registration with Card Schemes

• The acceptance of the Merchant as a client is strictly tied to the description of the Merchant’s Products and Services provided by the Merchant at the conclusion of the Agreement.
• In accordance with the Agreement, we undertake to register you, when such registration is required, with Visa and/or MasterCard and to maintain such registrations.
• If your business is or will be assessed as high-risk, the Merchant may only be registered with MasterCard and may only accept payment cards issued by MasterCard.
• We will advise you on the need for registration based on the description of your business activities, as described in the Merchant Initial Questionnaire.
• You acknowledge that registration requires an independent assessment by the relevant Card Scheme, which may approve or reject any application, or refuse to extend the registration where an extension is required.
• To complete the registration, you or the person submitting the application (the “Representative”) must provide us with: the official name of the company, the registered office address, email address, telephone number, company registration number and country of incorporation, URL, the nature of the company’s business or activities, expected monthly turnover in transaction currencies, description of the anticipated Cardholders of the potential Merchant by geographic regions in percentages (Europe, Asia, etc.), and any other information we may request. We may also collect personal data (including name, date of birth, and state-issued identification number) of your beneficial owners, clients, and the administrator of your account.
• If you use payment processing services, your name (or another name used for identification) and URL may appear on your Customers’ bank or other statements.
• To reduce confusion and avoid potential disputes, such descriptions must be recognizable to your Customers and must accurately describe your business or activities.
• You may use the payment processing services only to enable Transactions (as defined below) with your Customers.
• You may not use the services for any personal transactions, peer-to-peer transfers, or any other purposes prohibited by this Agreement.
• We shall not be in breach of this Agreement nor liable for any failure or delay in fulfilling our obligations hereunder if the relevant Card Scheme refuses your application or refuses to extend the registration where an extension is required.
• You acknowledge that you may submit Transactions to us only upon receipt of written confirmation of your registration with the Card Schemes.
• In all cases where registration fees are imposed by the Card Schemes, you undertake to reimburse us for such costs.

Business Representative

• You and your Representative each confirm to Paywiser that your Representative is authorized to provide, on your behalf, the information described in Section 5.15 (Registration with Card Schemes), and to bind you to this Agreement.
• We may require you or your Representative to provide additional information or documentation demonstrating the Representative’s authority.
• We may act on the instructions of the authorized person until we receive written notice from you revoking such authority.
• If you are a sole proprietor, you and your Representative confirm that your Representative is personally responsible for your use of the services and your obligations to Customers, including the payment of all amounts owed under this Agreement.

Payments for Transactions

• We undertake to pay you the net amount of all Transactions we acquire from you in accordance with the Standards and the Agreement, by transferring such amounts to your Payment Account.
• If the amount received from the International Payment System is, for any reason, less than the total amount of the Transactions, we will, in accordance with this Agreement, transfer the received amounts to your account after deducting all amounts proportionally to the actual amounts received.
• We may withhold payment if we in good faith suspect that:
  • any Transaction is fraudulent or indicates other criminal activity;
  • any Transaction was not made in the ordinary course of your declared business;
  • the number or size of Transactions significantly exceeds the usual expected level; or
  • any event has occurred as described in the provisions on “Suspension of Services” or
  • any event requiring immediate termination of the Agreement (whether or not we have terminated the Agreement).
• Payments may be withheld until we are satisfied that:
  • the relevant transactions are legitimate;
  • no further chargeback costs are payable in respect of the relevant transactions;
  • you meet all obligations under this Agreement.

Access Allocation

• Once your Merchant Initial Questionnaire has been accepted, we will, if you are eligible, provide you with details for accessing our Remote Access Module (RAM) or similar web application.
• During the term of the Agreement, we will provide you, via RAM (web application), with access to all data relating to submitted Transactions, a breakdown of your costs and fees for the Services – transaction fees, account fees, and settlement fees.
• Access credentials (username and password) will be made available to the person specified in the Merchant Initial Questionnaire.
• You are solely responsible for maintaining appropriate security and control over your access credentials.

Merchant Equipment and Software

• The Merchant is solely responsible for the installation, servicing, maintenance, security, and operation of the equipment and software necessary to connect to the payment interface (API) and to submit Transactions to Paywiser for processing.
• Paywiser will provide the Merchant with standard software modules and installation instructions to facilitate the connection to the payment interface, and may also provide approved software tools for connecting to the API.
• We reserve the right to modify or supplement the software and interface at any time, to provide the Merchant with a new version and/or to change the functionalities and features of the software.
• Paywiser will not make any changes that would materially reduce the functionality of the services that we are expressly obligated to provide under the Agreement, unless required by (i) the necessity to comply with generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) enhanced security due to security risks identified by Paywiser, or (iv) other justified reasons that warrant a reduction in functionality. If software changes reduce functionality and materially affect the Merchant, the Merchant may terminate the Agreement by giving written notice to Paywiser within 1 (one) month after Paywiser has announced the change.
• Paywiser will endeavor to minimize changes to the API interface.
• Paywiser will inform the Merchant in advance of any changes to the API interface and allow reasonable time for the Merchant to prepare for potential consequences.

6. Auxiliary Services

Application Processing and Due Diligence

• Before entering, renewing, or extending our Agreement with you, and during the validity of the Agreement, we will require certain information and documents (“Information”).
• You agree to provide us, upon reasonable request and at your own expense, with accurate, precise, complete, and up-to-date data.
• We will determine certain requirements regarding the content, issuer, validity period, etc., for those documents we are required to obtain from you.
• From time to time, we may require that submitted documents be certified as true copies of the original documents in accordance with the following guidelines:
  • The copy of the document must state: “Certified as a true copy of the original document, which I have seen” and must be signed and dated.
  • The certification must also include the following: the name of the certifying person, signature, profession, and contact details;
  • The certified copy must be signed by one of the following professionals: notary, lawyer, ambassador, consul, or another person authorized to practice law, or a certified accountant.
  • If the submitted documents are not written in English, we may require that the document be translated and certified by a qualified English translator.
  • The translated copy must include the date of translation, and the full name and contact details of the translator or the representative of the translation company.
• You acknowledge and agree that we may:
  • investigate your background, including but not limited to credit checks, banking relationships, and financial history;
  • collect data and/or information about you through automated means, public registers, social media, data vendors, or other data providers;
  • request additional information from you.
• The collected data will be used to fulfil legally prescribed services, due diligence services, risk analysis, fraud prevention and risk management, monitoring and assessment of your financial and credit status, prevention of claims filed against us by any Cardholder, and for the provision of the Services.
• In the event that you do not commence processing within 6 months from the Effective Date of the Agreement, you will be required to submit updated documentation as necessary for the conclusion of the Agreement.
• To assess and manage credit and fraud risks, you must, upon request, provide us with copies of financial accounts, supplier invoices, customer contracts, and any other documentation that we may require.
• To ensure defence against potential claims from any Cardholder, you will provide us with all information and assistance that we may reasonably request.
• The Merchant undertakes to immediately provide us, upon request, with:
  • the names of all customers and their country of permanent residence; and
  • transaction reports, including details that may be required by us and/or the Partner;
  • data that we may from time to time require in order to respond to a request or obligation to provide information that we have towards any Card Scheme.
• The Merchant agrees that the Payment Service Partner, at its sole discretion, may disclose such information to International Payment Schemes and governmental or quasi-governmental entities.
• We undertake not to use transaction data for any purposes other than the lawful processing of such data in accordance with the PCI DSS requirements and in compliance with the rules of the Card Schemes.

Integration with Our Processing Platform

• You are responsible for the technical integration with our processing platform and for all costs and expenses directly or indirectly incurred in successfully completing the technical integration.
• You will be responsible for:
  • ensuring that you have system administrators who are familiar with payment system integrations and who can act as the first point of contact;
  • notifying us without undue delay of any changes to the contact details of your system administrator;
  • providing telecommunications and network services and correctly configuring the hardware and other equipment necessary for the integration;
  • configuring and managing access to our processing platform; and
  • obtaining our prior written consent for any inclusion of a Payment Gateway you may wish to undertake; and
  • performing any work necessary for any integration we have approved.
• If we expressly agree, we will, for the entire duration of the Agreement, provide you with the software and system applications necessary for the integration with our processing platform, enabling you to receive acquiring services.

Payment Gateway Services

• During the term of the Agreement, we will provide you with Payment Gateway Services to enable you to connect to our processing platform, as well as the technical support necessary to accept Cards on the Merchant’s website. You agree to use the Payment Gateway Services in the manner set out in this Agreement and with the Payment Gateway software.
• The Payment Gateway Services will be provided continuously, 24 hours a day, 7 days a week, 365 days a year.
• We will provide you with RAM access to our Payment Gateway, which allows you to:
  • monitor transactions;
  • transfer transaction reports;
  • access other functionalities as agreed.
• We will provide you with detailed instructions on accessing and using our Payment Gateway.
• When providing you with the Payment Gateway Services, we will be responsible for the security of sensitive payment data that we store, process, or transmit on your behalf, insofar as we can influence the security of your Cardholder’s data environment.
• We and the Payment Scheme Partner undertake to process Original Credit Transactions only for goods and services that are consistent with the Merchant’s business activities as specified in the Merchant Initial Questionnaire.

Payment Pages

• The Merchant shall use the services for Card-not-present Transactions via Payment Pages, unless otherwise agreed in the Agreement.
• The Merchant shall redirect the Customer to the secured Payment Page.
• The Merchant shall not capture, record, and/or require the Customer to enter any Payment Data (expressly including Credit Card details) on its own website, but shall instead use the Payment Pages for the Customer to submit its Payment Data there.
• The Merchant shall not use screen capture technologies or any other emulation technologies for entering payment data on the Payment Pages.
• The Merchant shall not use any Payment Page(s) unless we have given prior written approval. Before submitting Transaction data to us, you must obtain our consent for any changes to the approved Payment Page(s).
• If you are permitted to use any Payment Page(s), you are responsible for its/their security, storage, and maintenance for the submission of Transaction data to us.
• If we determine that any approved Payment Page no longer meets our security standards in relation to Sensitive Payment Data, we may require you to replace it.

Payment Page

• If you wish to transmit transaction data in relation to online payments, you must have a Payment Page hosted either by you or by a third party on your behalf, and such Payment Page must be approved by us.
• If you are using a Payment Page provided by us:
  • we are responsible for ensuring that the Payment Page is PCI DSS Level 1 compliant with respect to the collection and storage of sensitive payment data, and we will cooperate with PCI SSC to the extent necessary to achieve this; and
  • you must conduct all Transactions with SCA, unless otherwise agreed with us in writing.

API Interface

• Connections to the API interface are established using “REST” calls via HTTPS. Authentication is performed using a combination of Store ID/Retail Merchant Code, IP, and/or client certificate.
• The Merchant undertakes to use SCA for all Transactions.
• If the Merchant does not activate SCA for Transactions offered via the API interface where such an option is available, Paywiser has the right to temporarily suspend the Agreement.
• A Merchant using the API interface must at all times fully comply with the then-applicable PCI-DSS rules and, upon Paywiser’s first request, prove such compliance and provide its valid certificate of compliance.

Pay by Link

• Pay by Link is a simple and secure method that allows merchants to receive payments from customers. You create a payment link by entering the payment details (amount and currency) on the website paybylink.paywiser.com.
• You may share the link with your customers through your preferred communication channels.
• When your customers visit the link, they are prompted to complete the payment. Once they complete the payment, you can review the payment status and Transaction details on the office.paywiser.com website, under the Transaction Links page. This makes payment easy and convenient for your customers, while you receive your funds up to three times faster.
• It is important that the message containing the payment link is trustworthy.
• In the Pay by Link section, you can use your own logo.
• The text of the email or text message can always be customized to match the message you wish to convey. This increases trust and improves conversion rates.

Risk Management

• When offering your products and/or services, you must comply with the rules set out in the Standards regarding you as the Merchant, your relationships with customers and third parties, and the use of Cards as a means of payment.
• We will monitor your business, including the processing of transactions, in order to ensure its ongoing compliance with Regulatory Requirements and Standards, and to regularly support you in mitigating the risks to which your business operations may be exposed.
• We may be required to provide the results of our monitoring reviews to our Payment Scheme Partner and to notify it of any non-compliance or suspected non-compliance.
• You undertake to strictly follow our instructions on card acceptance and transaction processing, which are intended to ensure compliance with the Standards and to reduce the level of risk exposure.

Transaction Limits

• We may impose temporary limits on the transactions that we process for you. These limits may include:
  • Amount limits – per individual transaction, per card per day/week/month
  • Account limits – per card per day/week/month
• We will review these limits and, where we determine a need for changes, we will make such adjustments.
• If you exceed a set limit, processing may be temporarily suspended, and we may withhold settlement funds until new limits are agreed, or we may adjust the fees and charges you are required to pay under the Agreement.

Payment Data Security

• The Merchant guarantees that it will not copy, capture, or intercept Payment Data such as credit card numbers, CVM codes, or PIN codes entered on the Payment Page.
• If Paywiser reasonably suspects that the Merchant is copying, capturing, or intercepting Payment Data, Paywiser has the right to temporarily suspend the processing of Transactions and Settlements.
• The Merchant must fully indemnify and hold Paywiser harmless against any losses, claims, costs, or damages incurred by Paywiser as a result of the Merchant’s breach of this obligation.

Fraud

• All transactions subject to Paywiser Services will be reviewed using fraud prevention tools, which carry out multiple transaction checks.
• Fraud prevention tools do not guarantee the prevention of fraudulent Transactions, nor the prevention of resulting Chargebacks or fines.
• The Merchant bears the ultimate responsibility for accepting or rejecting a transaction.
• Paywiser reserves the right to require the cancellation of Transactions reasonably suspected to be fraudulent or linked to other criminal activity, even if the fraud prevention tools have failed to block the Transaction.

Payment Capture

• For certain payment methods, it is possible to request a Payment Authorization (to verify that the customer indeed holds an account that can be debited for the payment amount) without immediately capturing the transaction.
• Pre-Authorization provides the Merchant with additional assurance that the transaction, once captured, will be settled to the Merchant (and not blocked or subject to a chargeback).
• The Merchant acknowledges that Authorized transactions have a limited maximum capture period, determined by the Issuing Bank or the relevant Scheme Owner.
• Once the capture period expires, the assurance provided by the Pre-Authorization is no longer valid, thereby increasing the risk that the payment capture will not result in a successful settlement of the related payment.
• The Merchant should assume that the capture period may be 5 days or shorter after approval.

Customer Support

• Our staff will be available to respond to your inquiries regarding the Services on Business Days during Business Hours, unless otherwise agreed.
• We will conduct our communication with you courteously, promptly, and efficiently, and will strive to resolve any service-related inquiries successfully.

Training and Education

• We will continuously provide training, educational support, and notifications to ensure your compliance with Regulatory Requirements, Standards, and the Agreement.
• You undertake to familiarize yourself with all materials provided under the Agreement and to participate in all training sessions and workshops organized for you.

7. RIGHTS AND OBLIGATIONS OF THE MERCHANT

Compliance

• You confirm that you are familiar with the applicable regulatory requirements, rules, and technical specifications set forth by the Card Schemes and by us and/or our Payment Scheme Partner, the Standards, and the Agreement, and you undertake to act in accordance with them and to refrain from any actions that could compromise the security, protection, and stability of the Payment System.
• You confirm that you will comply with the Law on the Prevention of Money Laundering and Terrorist Financing.
• The Merchant undertakes to immediately begin fulfilling any risk-related requirements that the Card Schemes and we may, from time to time, deem necessary and impose on the Merchant.

Acceptance of Cards

• The Agreement sets forth the conditions under which you are authorized to accept Cards.

Display of Acceptance Marks

• At the Merchant’s premises, you must display the appropriate acceptance marks of the Card Schemes, indicating which Cards are accepted for payment.
• When you display the acceptance mark of a Card Scheme on your website, you agree to accept that Scheme’s Card for payment.
• On your website and/or application, the most appropriate way to display the acceptance mark is as a colored logo on the payment page.
• In all cases, you must display the acceptance marks in parity (in terms of size, frequency, and location) with all other acceptance marks of any kind.

Cardholder - Processing of Transactions

• You undertake to submit to us only records of valid Transactions that you have carried out.
• You must not submit any Transaction that:
  • originates from a Customer with whom you do not have a contractual agreement, including where such contractual agreement has been terminated;
  • relates to products and/or services that do not fall within your business activities as described in the Merchant Initial Questionnaire;
  • constitutes a recurring or unscheduled Transaction using stored credentials, where you have not fulfilled the contractual conditions agreed with the Cardholder;
  • is for payment of products and/or services that have not been dispatched or performed;
  • has subsequently been fully cancelled, or that represents the amount of a partial authorization request;
  • has previously been disputed and subsequently returned to the Merchant. However, the Merchant may continue to collect payment from the Customer outside of the card payment system;
  • is unlawful (a Transaction must be lawful both in the jurisdiction of your Customer and the jurisdiction of your Merchant establishment);
  • originates from a Customer who, due to age restrictions or other legal limitations, is not permitted under applicable regulations to purchase the product or service;
  • may damage the brand;
  • in any way involves a country or person subject to financial sanctions imposed by the United Nations, the European Union, the United Kingdom, or the United States.

Amendment and Adjustment

• If you have mistakenly processed a transaction, you must process an amendment or adjustment within 30 calendar days.

Cardholder’s Right to Dispute

• As a condition of accepting the Card, you must not require the Cardholder to waive the right to dispute a Transaction.

Refunds

• You must process a refund only when you intend to credit the Cardholder for returned goods, cancelled services, or a price adjustment related to a prior purchase.
• A refund must not exceed the authorized amount of the related Payment Transaction.
• The refund in relation to a transaction must be made to the same card that was used for the original Payment Transaction, not in cash or by check.
• A refund to the Customer’s bank account is only possible if the validity of the Card has expired.
• You must not:
  • receive payment from the Cardholder for processing a Refund;
  • process refunds without having completed a prior Payment Transaction with the same Cardholder.
• When processing Refunds, you must strictly follow the instructions we provide you after the conclusion of this Agreement and any of its amendments.

Transaction Amount

• You must not set a minimum or maximum transaction amount as a condition for accepting the Card.

Payment of Existing Debt

• You must not process any transaction that represents the refinancing or transfer of an existing Cardholder obligation deemed uncollectible or arising from the misuse of the Cardholder’s personal check.

Prohibition on Purchase of Financial Instruments (Scrip)

• The Merchant must not accept a card for the purchase of Scrip.
• Scrip means a substitute or alternative to legal tender that entitles the holder to receive something in exchange. It is available in various forms, usually as a form of credit.

Depositing Transactions

• If you present or send us Transaction Data, you confirm that:
  • the submitted Transaction Data is complete and accurate;
  • to the best of your knowledge, all statements and facts in the Transaction Data are correct and complete;
  • you have delivered (or, in the case of prepayment or deposit, agreed to deliver) the goods and/or services to which the Transaction Data relates and in the amounts stated in the Transaction Data;
  • you have fulfilled the conditions of the agreement with the Cardholder for an installment transaction, a recurring transaction, or an unscheduled credential-on-file transaction;
  • you have not split the transaction into 2 or more Transactions.
• By sending Transaction Data, you confirm that you have delivered the goods and/or services to the Cardholder and that you have fulfilled any obligation you may have to the Cardholder.
• Any failure to fulfil obligations to the Cardholder shall be considered a breach of the Agreement.

E-commerce Transactions

• You agree that you will not in any way use any website that could compromise the integrity, confidentiality, or security of your terminals, related equipment, any computer system, servers, or network used to communicate with us or with Cardholders or other computer systems, including through disabled devices and unsolicited emails.
• Your website and/or application must clearly and visibly display all required information in accordance with the standards, including, but not limited to:
  • Information about you: name, country, postal address, email address, telephone number, business register details and company registration number, and, where applicable, VAT identification number; customer support contact details;
  • Information about your products and/or services – a complete description of the offered goods/services;
  • Payment information: acceptance marks, price, transaction currency, settlement time, fulfilment time, and a functional button requiring the Cardholder to confirm the purchase before completion of the sale; description of your security capabilities;
  • Legal restrictions, if known, for example; export restrictions;
  • Rules, policies, procedures: Terms & Conditions, delivery policy and split-shipment policy, surcharge policy, Refund/Return Policy, Cancellation Policy, Consumer Data Privacy Policy, Dispute Resolution Procedure, Code of Conduct;
  • Order submission – availability of technical means enabling the customer to identify and correct input errors before submitting the order and providing confirmation of order receipt.
• You are responsible for verifying the Cardholder’s address and for ensuring that products are shipped to that address.
• Depending on the products and/or services offered, specific requirements may apply.
• If you do not implement SCA within a time frame acceptable to us, your right to process transactions may be terminated immediately.
• When using the SCA protocol, you must comply with all instructions imposed by us.

Transaction Receipt

• You must provide a displayed receipt page that can be printed.
• You must also provide the Cardholder with either a direct link to the transaction receipt or receipt delivery by email or other electronic means.
• The transaction receipt must be in a static form that cannot be easily manipulated once the card has been authorized.
• The receipt must contain at least:
  • Merchant data – name / company name and location – city and country;
  • Payment data – amount, currency, exchange rate, surcharge;
  • The last 4 digits of the PAN.
• The receipt must not contain sensitive payment data, such as PIN and CVV.
• You must retain the transaction receipt for at least 13 months from the transaction date and provide it to us upon request.

Promotional Materials

• You may use promotional materials (e.g., advertisements, stationery, business cards, sales brochures, promotional website content) that have been approved by us. If the content of the materials does not comply with applicable regulatory requirements, Standards, and the Agreement, we are entitled to suspend any marketing campaign.
• If you use promotional materials relating to Paywiser or our Services, you must have our prior written approval. If the content does not comply with applicable legal requirements, Standards, and the Agreement, we have the right to temporarily suspend any marketing campaign.
• Your promotional materials must NOT contain misleading statements, including statements:
  • that you are a member/representative of Card Schemes;
  • that your registration with Card Schemes constitutes approval of your products and/or services;
  • that imply you are engaged in activities not permitted under the Standards.

Use of Card Scheme Marks

• You acknowledge that each Card Scheme is the sole owner of its trademarks.
• You agree to comply with the following:
  • To use one or more trademarks to indicate acceptance of payments, provided that the requirements of the Standards are met;
  • Not to use the Card Scheme Marks for promotional or advertising purposes in any media, unless permitted by the Card Scheme Standards;
  • Not to use the Card Scheme Marks in a manner that implies approval of your products and/or services;
  • Not to challenge the ownership of the trademarks for any reason;
  • The Card Schemes may prohibit you from using any of their trademarks for any reason;
  • In connection with your products and/or services, you may use one or more trademarks, provided that the trademarks are used:
  • In accordance with the Standards, including all current standards for reproduction, use, and artwork;
  • In accordance with our explicit written instructions;
  • Solely in connection with the provision of your products and/or services.

Security of Sensitive Payment Data

• You are solely responsible for the security and protection of stored, processed, and transmitted Sensitive Payment Data.
• To verify your compliance with PCI-DSS, we will require the necessary documentation.

Use of Sensitive Payment Data

• You must comply with the following:
  • Do not request or use the account number for any purpose unrelated to payment for your products/services;
  • Do not display the full account number to the Cardholder online if you are an e-commerce Merchant;
  • Do not require the Cardholder to disclose their PIN;
  • Do not require the Cardholder to disclose the CVV2 on any written form;
  • Reproduce the Cardholder’s signature only at our specific written request or in response to a retrieval request;
  • Store and use stored credentials only under an agreement with the Cardholder;
  • No security code may be extracted, stored, or disclosed, except for processing transaction data.

Data Security Event

• If a Data Security Event occurs, or if you suspect one, you must immediately notify us in writing and provide:
  • Your full legal name, trade name (if applicable), and the MID(s) believed to be compromised;
  • A complete description of the actual or suspected Data Security Event;
  • Details of the number of Cardholders affected;
  • A copy of any correspondence between you and any Card Issuer or Cardholder relating to the event.
• You must immediately provide any additional information we may require related to the event.
• You must obtain our consent before incurring any costs to remedy a Data Security Event (we will grant consent unless there is a valid reason to withhold it).

Audit

• To verify compliance, we may conduct an audit of your employment practices; inventory; advertising, sales and marketing materials; operational controls; applied commissions; and adherence to the Standards.
• We will provide you with at least thirty (30) days’ written notice prior to exercising any of our rights under this “Audit” section, unless such notice is prohibited by a regulatory authority or we have concerns about an immediate risk to data security, compliance, or suspected fraud.
• We will exercise our rights under this “Audit” section reasonably and ordinarily no more than once per year, unless otherwise required by a regulatory authority or if there are immediate threats relating to data security, compliance, or fraud.
• At our request, you must:
  • permit or ensure that we, or our duly authorized representatives, are granted access to all premises or systems where your business operates, or where your records or inventory are located, during normal business hours, and allow us to review such premises, systems, records, or inventory as well as any other premises or activities that we reasonably believe may be associated with you;
  • permit or instruct us or our duly authorized representatives to take and retain copies of any such records; and
  • provide us or our duly authorized representatives, or ensure that we or they are provided, with fair and comprehensive answers to any questions that may arise regarding you and your business, in order to determine whether you are fulfilling your obligations under all provisions of the Agreement.
• At our request, you must provide your Action Plan immediately, or no later than six (6) business days after receiving our request.
• You must submit your Action Plan if the number of your financial chargebacks or fraudulent transactions exceeds any one of the following thresholds:
  • for Transactions carried out with Cards issued under “MasterCard” or “Visa” – 50 financial chargebacks and/or 1% of the total number of Transactions in the current month;
  • the amount of fraudulent Transactions carried out with “MasterCard” exceeds USD 3,000 and/or 3% of the total value of Transactions for the current month;
  • the amount of fraudulent Transactions carried out with “Visa” exceeds USD 25,000 and/or 1% of the total value of Transactions for the current month.

Cooperation with Card Schemes

• You undertake to fully cooperate with the Card Schemes in all investigations, inspections, audits, and reviews aimed at ensuring compliance with the Card Scheme Standards and the safe and reliable operation of the system, which includes providing access to premises and all relevant records, including financial reports, and promptly delivering all requested data and materials within the agreed timeframe.

8. Financial Requirements

Commissions and Other Charges

• As payment for the Services provided, you agree to pay us the applicable commissions specified in the Price List, or otherwise as determined together with the Agreement or, if necessary, upon receipt of an invoice from us.
• All commissions payable to us under the Agreement shall become immediately due upon performance of the relevant Service.
• Our commissions are non-refundable unless expressly agreed otherwise.
• Where applicable, commissions are stated exclusive of value added tax (VAT) and any other taxes payable under applicable law.
• We will charge VAT or any other applicable sales taxes in addition to the commissions specified in the Price List if the services we provide become subject to such taxes, as required by law. Where applicable, we will provide you with a breakdown showing the net amount, the tax amount, and the applicable tax rate.
• Where possible, all due commissions will be deducted from the available balance (except those containing client funds) or from any amounts payable to you in order to settle your obligations to us.
• If we are unable to deduct the due commissions, we will issue an invoice for the amount owed.
• You are solely responsible for all commissions owed to third parties, and they are not covered by the Agreement.
• If you do not pay us the due amounts within the above-mentioned timeframe, we may charge you default interest from the due date until full repayment at an annual rate of 8% above the base lending interest rate from Bank of England, calculated periodically on a daily basis.
• For merchants operating under the Interchange ++ pricing model, the interchange fees and Card Scheme fees are applied on a pass-through basis per transaction, which means that Paywiser does not retain them but passes them on to the Card Issuer and the Card Scheme.
• The interchange rates are determined by the Card Schemes and are publicly available on the official website of each Card Scheme.
• Card Scheme fees are applied for each transaction, depending on the card brand, type, origin, and type of transaction.
• Card Scheme fees may be amended from time to time to reflect updates to the fee schedules of Visa, MasterCard, or any other relevant Card Schemes.
• You agree to pay the exact amount of interchange and Card Scheme fees that have been charged.
• For a merchant operating under fixed fees (blended pricing), a fixed percentage of the transaction amount is applied to each transaction.
• When you agree with Paywiser on the structuring of fixed fees, Paywiser calculates the fixed fee percentage based on the transaction characteristics provided by the merchant and documented at the conclusion of the Agreement, and it is specified in the Price List.
• If the actual transaction volume differs from the data provided by the merchant, Paywiser has the right to proportionally adjust the fixed fee percentage based on the actual transaction characteristics.
• A currency conversion fee may be applied whenever we perform a currency conversion.
• If the merchant needs to convert currency to perform an action in accordance with this Agreement, the exchange rate of the Payment Scheme Partner and/or us at the moment of conversion shall be used.
• If, for any reason, we terminate the Agreement before the expiration of six (6) months from the effective date of the Agreement, you shall pay us an early termination fee of GBP 200.00 on the date of termination.
• We will not charge you a termination fee after the expiration of six (6) months from the conclusion of the Agreement.
• We will not charge you for providing information that is legally required to be provided or made available. We may charge you for any information we provide at your request if such information is:
  • other than legally required information to be provided or made available;
  • provided more frequently than specified in the Agreement; or
  • provided on paper.
  In all cases, any fees we charge you for providing information will reasonably correspond to our actual costs of providing it.
• You agree to reimburse us in full for any of the following:
  • Financial chargebacks;
  • Refunds (if not already deducted from amounts we have paid to you);
  • Payments we have made for individual transaction data;
  • Fees, fines, or other charges that we or our service provider as a third party pay to Card Schemes or any other party resulting from the relationship between refunds and transactions exceeding industry averages (as occasionally defined by Card Schemes);
  • All costs, fees, and/or expenses imposed on us and/or the Payment Scheme Partner by any International Payment System in connection with the merchant’s e-commerce activities, any breach of International Payment System rules, or any act or omission by the Merchant contrary to applicable laws and/or regulations;
  • Other fees, fines, losses, or charges that we or our service provider as a third party pay to Card Schemes (such as registration fees, non-compliance assessments, etc.) or any other party (such as disputes, lawsuits, non-fulfilment of your obligations, etc.) in connection with this Agreement.
• In addition, we may charge you an administrative fee as a percentage of the amount of incurred financial obligations.
• You will pay all costs of any audits carried out in accordance with the Agreement.

Collateral

• In connection with you and your processing, we may establish collateral for the purpose of providing a source of funds to cover all actual and reasonably anticipated financial obligations. Such collateral will be agreed in the Price List and held in a manner that allows you to identify it, while we maintain control.
• Collateral may include:
  • The establishment of a Fund Reservation;
  • Provision of a guarantee in our favor;
  • Other collateral as agreed between the contracting parties.
• In determining the collateral and its amount, we may take into account our risk assessment, including your overall financial condition.
• At your own expense, you shall carry out all further actions (including obtaining the necessary documents and registering documents) required to establish such collateral, and as reasonably necessary.
• The collateral will remain in place regardless of any termination of the Agreement, as long as there are outstanding or contingent financial obligations.
• We may at any time, by notice, require you to increase the collateral in a manner we specify, in relation to any amounts that are due at any time under the Agreement, or any loss or damage we may incur under this Agreement (including any potential repayment risk). You must comply with our request within the timeframe specified in the notice.
• We shall have the right, at any time and without prior notice, to set off any financial obligations from the available collateral that you have provided to us or that we hold in connection with any of your obligations.
• We may set off any amount (regardless of whether it is related to the Agreement) that we owe you against any amount that you owe us, or any amount that we reasonably assume will become due but remains unpaid on your part.
• If the customer’s obligations under this Agreement are expressed in different currencies, any of these obligations may be converted for the purpose of any set-off and/or deduction.
• As long as the Merchant has outstanding obligations to us, they must not pledge, encumber, assign, transfer, charge, or otherwise secure any funds in any Merchant account with us.
• If you have a negative balance, meaning that your financial obligations exceed the amount of the collateral, you shall pay us immediately upon our demand for such payment. Failure to do so constitutes a breach of the Agreement.
• We may send reminders or take debt collection measures at any time, including, but not limited to, authorizing a debt collection agency or attorneys to file a lawsuit in court.
• We will charge you for any costs reasonably incurred in connection with any collections or enforcement actions.

Funds Reservation

• The amount of Reserved Funds will be determined either as:
  • Prepaid Reserve – as an absolute amount; and/or
  • Revolving Reserve – as a percentage of transaction proceeds, excluding amounts you owe us.
• The reserve will be determined at our sole discretion from time to time.
• If the reserve has not been established as of the Effective Date of the Agreement, we will notify you in writing, without undue delay, at any time during the Term of the Agreement, regarding the introduction of the reserve, its calculation method, its amount, and any increase or decrease of the reserve.

Guarantee

• We may require that the security be in the form of a guarantee; in such a case, you will arrange such a guarantee in our favor.
• The guarantee must be acceptable to us in terms of the issuer (the merchant’s owner or affiliated company, bank, or other credit institution), its form, and its amount.

Settlement

• We undertake to settle with you only in the currency specified in the Price List, unless we explicitly agree otherwise in writing.
• A positive net balance between incoming and outgoing transactions will be settled to you; we will initiate this settlement, or ensure it is carried out, via a bank transfer to your designated payment account.
• You undertake to open and maintain a Payment Account in your name for the duration of the Agreement and for any period that may be required after the termination of the Agreement.
• You must provide us with complete and accurate information about your Payment Account.
• If you change your Payment Account:
  • With a change of financial institution or its branch – you must notify us immediately and irrevocably approve payments to be transferred to the new Payment Account without delay;
  • With a new account maintained by another entity – our prior approval is required.
• We will not be in default in fulfilling our settlement obligations if the financial institutions on which the payment settlement depends fail to follow our payment instructions as you have provided them.
• The Parties agree that we will have acted diligently if we immediately enter the payment instructions, as you have provided them, into the online platform of the financial institutions serving Paywiser.
• If the payment instructions are not followed, you undertake to provide us with a new Payment Account, and in no event shall we be responsible for obtaining an alternative solution for settlement.
• We are responsible for providing funds for settlement directly to your Payment Account. Therefore, we require that the Payment Account be held in your name.
• Any payment made to a Payment Account not held in your name, but executed according to your instructions, shall be deemed properly made to you and shall not create any liability on our part under the Agreement.
• The settlement period is agreed upon in the Price List.
• Any payment may be deferred if the owed amount is below the minimum threshold of GBP100.00, as specified in the Price List. Payment will be deferred to the month in which the amount reaches the threshold.
• Payment may also be deferred for reasons specified in the section “Suspension of Services.”
• You acknowledge that by paying the owed amount into the specified Payment Account, we appropriately fulfil our contractual obligations under the Agreement, and our liability for payment of that particular sum ceases, terminates, or is reduced. Once such payment is made, you will lose the right to claim any additional monetary or other compensation from us. This does not affect the provisions regarding limitation of liability.
• We will provide you with a settlement statement, which will include details of the amount paid and a detailed summary of the account and transactions included in the settlement.

Statements, Invoices, and Reports

• We will prepare and send to you by email a Settlement Statement regarding your activities during the relevant Settlement Period (hereinafter the “Settlement Statement”), usually within 3 Business Days after the end of the settlement period.
• The Settlement Statement will include financial data reflecting your activities during the reporting period, such as transaction authorizations, customer refunds, settlements, reimbursements, commissions, release of ongoing reserves, etc. Copies of the Settlement Statements should be retained in your records for future reference.
• After receiving the Settlement Statement, you must review it immediately and notify us in writing of any inaccuracies or discrepancies. Such notification must be provided no later than 5 (five) days from the date of the Settlement Statement.
• The notice referred to in the previous Terms must be in writing, so that the details of the report are clear and complete.
• The notice must include at least:
  • any unique identification number,
  • the amount of the confirmed error (expressed in GBP or another valid currency),
  • a description of the claimed error, and
  • an explanation of why you believe there is an error and the cause, if known.
• You will be deemed to have accepted and confirmed the Settlement Statement if you do not notify us of any inaccuracies or discrepancies within the agreed period of 5 (five) days.
• Any delay or failure on your part to exercise your right to notify us regarding the Settlement Statement will constitute and be deemed a waiver of your claims arising from or related to inaccuracies and discrepancies in the Settlement Statement, preventing further enforcement of such rights (preclusion).
• Paywiser automatically provides electronic invoices.
• You may request printed invoices or statements (Paywiser may charge additional fees).
• If the Merchant chooses a weekly or bi-weekly settlement period, Paywiser may charge additional fees.

Pricing

• Paywiser has the unilateral right to increase the prices for its Services with a 3 (three) month prior notice. Such price increases will take effect for the Services provided by Paywiser only after the expiration of the said notice period.
• Merchant may terminate the Agreement with Paywiser, to which the price increase applies, during the 3 (three) month notice period by sending written notice to Paywiser after the expiration of the 3 (three) month notice period.
• For the avoidance of doubt, these Terms do not apply to any communicated increase in fees charged by Payment Scheme Partner or Scheme Owners for the use of their payment methods, if such fees are not included in the fees charged by Paywiser (e.g., if the relevant Scheme Owner or Payment Scheme Partner increases the Interchange fee, where the use of the Interchange Plus pricing was agreed), or due to changes in applicable legislation.

Inflation

• Paywiser has the right to adjust its prices to account for inflation, up to the maximum published inflation in the past year.
• Such a price adjustment may be made by Paywiser only once per year and must be published at least 1 (one) month in advance.

Safeguarding of Funds

• Funds are safeguarded via segregation:
  • Recorded separately from our accounts;
  • Deposited in protected accounts with authorized credit institutions;
  • In case of insolvency, claims are paid from safeguarded accounts;
  • Only distribution costs are paid before customer claims.

9. LIABILITY

• Each party’s liability to the other party for fraud, or for death or personal injury resulting from its negligence, is unlimited.
• The total liability of the Service Provider to the Merchant under this Agreement, for all events occurring in a given year (each one-year period starting on the Effective Date of the Agreement and each subsequent anniversary), is limited to an aggregate amount equal to the fees paid by the Service Provider to Paywiser in that year (minus any costs, e.g., fees of the International Payment Schemes).

Our Liability

• We are responsible for any loss that is a direct result of our negligence, deliberate delay, or fraud.
• We shall not be liable if the Merchant contributed to the loss or damage; Merchant liability will be determined according to contributory negligence.
• Our liability (including negligence) shall not exceed the fees you paid us under the Agreement during the 6 months preceding the event giving rise to the claim (less costs).
• Nothing in the Agreement excludes or limits any duty or liability:
  • owed under Regulatory Requirements; or
  • where Regulatory Requirements do not allow such exclusion or limitation.
• We shall not be liable (including negligence) for:
  • losses due to unavailability of our Service caused by third parties;
  • losses from delays in settlement by third parties;
  • losses from causes beyond our reasonable control;
  • loss or damage that could not reasonably have been foreseen at the time of entering into this Agreement;
  • losses not reasonably anticipated at the time you gave instructions;
  • technical infrastructure malfunctions due to unusual and unforeseeable circumstances;
  • loss or corruption of data;
  • costs associated with lost time;
  • business, production, goodwill, reputation, negotiation, profit, revenue, expected savings, or margin losses;
  • direct or consequential loss arising from our performance or non-performance;
  • costs of procuring substitute goods/services;
  • claims brought against you by third parties;
  • any indirect, incidental, consequential, punitive, or special damages.
• We are not liable for actions that would violate Regulatory Requirements or Standards, and compliance overrides Agreement provisions if conflicts arise.
• In the event of any conflict between the Agreement and our obligations under any Regulatory Requirement or Standard, we shall act in a manner we reasonably believe is necessary to ensure compliance with such Regulatory Requirements or Standards. As a result, it shall not be deemed that we have breached the Agreement.
• We shall not be liable to the Merchant if we or the Payment Scheme Partner execute a Payment Transaction in accordance with the unique identification code provided by the payer, even if the unique identification code was incorrect. Such transactions shall be deemed correctly executed by us or the Payment Scheme Partner and shall not be considered as failed or incorrectly executed Payment Transactions for which we or the Payment Scheme Partner could be held responsible. Nevertheless, we will make reasonable efforts to recover the funds involved in the Payment Transaction, and the Merchant agrees that we may charge them for the actual costs incurred in attempting such recovery.
• Our liability to the Merchant for failed or incorrectly executed transactions, refunds, or unauthorized payment orders is limited to:
  • the amount of the relevant Payment Transaction, increased by the amount required to restore the Merchant’s Payment Accounts to the state they would have been in had the incorrect Transaction or Refund not occurred, plus any compensation for which the Merchant is responsible, and interest payable by the Merchant due to the failed or incorrectly executed Transaction or Refund; and
  • those Transactions for which the Merchant notified us without undue delay upon becoming aware of such unauthorized, unexecuted, or incorrectly executed Transaction or Refund, in any case within 13 (thirteen) months from the date of the Payment Transaction. This 13 (thirteen)-month period begins when we make the data regarding Transactions and Refunds available to the Merchant in accordance with the terms of this Agreement, and in any event no later than one month from the date of the Transaction or Refund.
• In addition to these provisions, different liability terms may apply for certain Services, as specified in these Terms.

Merchant’s Liability

• You shall exercise the level of care and professionalism expected of a responsible businessperson and are liable for all costs, expenses, claims, obligations, or any other liabilities and all other damages or losses arising from any breach of your obligations under this Agreement and/or applicable Regulatory Requirements and Standards, and you shall indemnify and hold us harmless from them.
• You are always responsible to us for all acts, omissions, disputes with Cardholders, and other issues related to Cardholder services that you have caused, and you are financially liable to us for every transaction processed on your behalf and for any disputed transaction or credit.
• No provision of this Agreement excludes or limits any duty or liability that:
  • you have to us under statutory requirements; or
  • Regulatory Requirements do not permit to be excluded or limited.

Scheme Owner Fines

• For breaches of certain key requirements of the Scheme Rules by Merchants, some Scheme Owners (in particular card schemes) may impose substantial fines, as published by the Card Schemes in their standards. S
• cheme Owners require this to protect the Parties, Merchants, and Payment Method Providers collectively from abuse, fraud, illegal activities, violations of applicable laws, reputational damage, and excessive costs.
• If Paywiser becomes aware of and/or receives any notice of potential exposure to a fine related to the Merchant’s actions, the Merchant shall provide reasonable cooperation upon first request to assist in investigating the relevant circumstances and remedying the relevant breach, without prejudice to any other rights and remedies available to Paywiser under Paywiser’s General Terms.
• If fines are applied due to the Merchant’s breaches, the Scheme Owners and/or the Payment Scheme Partner may charge them to Paywiser as their contractual counterparty (for the benefit of the Merchant).
• The Merchant must fully indemnify Paywiser and hold it harmless from all fines imposed by Scheme Owners as a result of the Merchant’s breach of the Agreement and/or the Scheme Rules.

10. INDEMNITIES

• The parties agree that indemnity shall cover any and all financial liabilities arising from any actions of a third party (another party that is not the indemnified party).
• The party obliged to pay indemnity shall be referred to as the Responsible Party, and the party (its employees and directors) entitled to indemnity shall be referred to as the Indemnified Party.
• Each contracting party undertakes to:
  • use reasonable efforts to notify the Indemnified Party in writing and as soon as possible of such third-party actions;
  • use reasonable efforts to mitigate the loss or amount of financial liabilities;
  • refrain from acknowledging or settling the liability without the written consent of the Responsible Party;
  • provide, at its own expense, reasonable cooperation in the defense or settlement of such a claim.
• If the contracting parties are composed of multiple persons, the liability of such persons shall be joint and several.

Special Provisions

• Each contracting party shall indemnify the other contracting party for any financial liability arising from any third-party actions resulting from:
  • actual or alleged infringement of intellectual property rights of any third party in connection with material provided by the Responsible Party;
  • any breach of warranties and representations provided in the Agreement.
• You shall indemnify us and hold us harmless from liability, particularly from financial obligations, which may be incurred directly or indirectly and result from:
  • your acts or omissions;
  • acts or omissions of persons or entities acting on your behalf;
  • any claims against us by third-party service providers arising from your use of their services;
  • any Transactions between you and any Cardholder;
  • any Data Security Event.

11. PROCESSING OF PERSONAL DATA

• Considering the nature of its business activity, Paywiser processes Personal Data in order to provide its services, including ensuring compliance with regulatory requirements (including anti-money laundering regulations, the UK Data Protection Act 2018, the UK GDPR, and applicable Card Scheme Standards).
• Both contracting parties are obliged to protect all data they receive and act in accordance with all the aforementioned legislation.
• In the context of providing Services, Paywiser shall act in accordance with data protection laws.
• The Merchant must ensure that its contractual and legal obligations regarding data protection are fulfilled.
• The Merchant must ensure ongoing compliance with all applicable laws governing privacy and use of data provided to us or accessed through the use of Services and, upon our request, provide evidence of such compliance. Failure to provide such evidence may result in termination of the Agreement with you.
• The Merchant also agrees that it has obtained all necessary rights and consents under applicable law to disclose to Paywiser or allow Paywiser to collect, use, retain, and disclose any personal data provided to us or permitted to be collected by us, including data we may collect directly from customers using cookies or other similar means.
• The Merchant shall, upon our request, provide evidence of its compliance. Failure to do so may result in termination of the business relationship.
• To define the obligations of the contracting parties in relation to data protection under this Agreement, the contracting parties acknowledge that with respect to Personal Data stored and processed under this Agreement, the Merchant shall be deemed the data controller, while Paywiser, in relation to Personal Data processed on your behalf under this Agreement, shall be the data processor. Paywiser is also a data controller when it determines the purposes and means of processing (including, for example, compliance with all laws and regulations imposed by Card Scheme Standards or payment method providers or acquirers).
• The contracting parties are required under applicable data protection law to enter into a Data Processing Agreement (DPA) governing the processing of Personal Data in connection with the Services under this Agreement, where Paywiser acts as the data processor.
• The Merchant is solely responsible for informing its customers, with whom it has a business relationship, that:
  • Paywiser processes payment transactions for the Merchant and may receive personal data from it;
  • Paywiser processes personal data of customers in the course of providing its Services;
  • Paywiser is authorised as an electronic money institution by the Financial Conduct Authority (“FCA”) in the United Kingdom. In providing its Services, Paywiser may engage service providers and partners, to whom customer Personal Data may be transferred in accordance with the UK GDPR.
  • Paywiser, when required by law or Card Scheme Standards, or at the request of an individual, may delete or disable access to customers’ Personal Data from the Control Panel Account;
  • Payment data of customers may be transferred, processed, and stored outside the United Kingdom and may be subject to disclosure as required by applicable law. The Merchant is responsible for obtaining any necessary consents from its customers;
  • Any data breach resulting from unauthorized acquisition, disclosure, or loss of customers’ Personal Data, as well as any security measures to mitigate negative impact on customers;
  • The rights of individuals whose Personal Data is processed, as described in the UK GDPR, including the right to be informed about processing, access, rectification, erasure, or portability of their Personal Data, and the right to object to processing, including objection to processing for direct marketing purposes, where profiling is related to such direct marketing.
• The Merchant undertakes to protect all data received under the Service covered by this Agreement. Such data must not be disclosed or distributed and may only be used in connection with the Services subject to this Agreement, as permitted by this Agreement or other agreements between you and us.
• Neither party may use Personal Data for marketing purposes unless it has obtained the express consent of the party concerned. Payment data may not be disclosed to others, except in connection with processing transactions requested by customers and in accordance with applicable law and Card Scheme Standards.
• Paywiser shall implement commercially reasonable organizational and technical measures to protect user and Personal Data stored on our servers from unauthorized access, accidental loss, alteration, or breach, and shall process user and Personal Data in compliance with applicable laws and Standards.
• No security system is entirely secure, and we cannot guarantee that unauthorized persons will never be able to overcome our security measures or misuse the data in our possession. You provide user and personal data to Paywiser with the understanding that the security measures we implement may not be suitable or adequate for your business and agree to implement appropriate security controls.
• To handle requests from individuals whose Personal Data is processed, we have appointed a Data Protection Officer (DPO), who can be contacted at [email protected]
• Our Personal Data processing activities (in accordance with GDPR) are described in the Privacy Policy published at www.paywiser.uk

12. COMMUNICATION

• Language
  • The Agreement is prepared in the English and all communication between you and us will be in English, unless both contracting parties agree otherwise.
  • If, for convenience, we provide you with a translation of the Agreement or any other communication, the English version shall be the only legally binding version and shall prevail in the event of any discrepancy.
• Communication with you
  • You agree and consent to receive electronically all messages, agreements, documents, notices, and disclosures (together “communications”) that we provide in connection with your use of our services.
  • Such communications will be provided to you:
    • by posting on our website, if they are intended for all our clients; or
    • by sending them to the email address you provided in the Merchant Questionnaire, if they are intended only for you.
  • If you revoke your consent to receive communications electronically, we may terminate your Agreement or charge you additional fees for paper copies.
  • If, after giving consent to receive communications electronically, you wish to obtain a paper copy of a message we previously sent you, you may request a copy within 180 days from the date we provided the message, by contacting us as described above.
  • You may request the Agreement and general information about the Agreement at any time in paper form or on another durable medium by email.
  • We will send paper copies to you by mail. In order for us to send you paper copies, you must have a valid postal address.
• Contact details
  • The address to which we will send any electronic correspondence is the email address of the contact person you designated in the Merchant Questionnaire.
  • For any correspondence that must be submitted in paper form, your business address will be used as the mailing address.
  • You may update your email address or mailing address at any time by notifying your account manager.
  • It is your responsibility to keep your email address and mailing address properly updated so that we can communicate with you without interruption.
  • You understand and agree that if we send you electronic communications but you do not receive them because your email address is incorrect, outdated, blocked by an external service provider, or otherwise unable to receive electronic communications, the communication will nevertheless be deemed delivered.
  • If you use a spam filter that blocks or redirects emails from senders not listed in your email address book, you must add us to your email address book so that you can receive the messages we send.
• Technical requirements
  • To access and retain electronic communications, you will need:
    • a computer with an internet connection;
    • sufficient storage space for saving past messages or a printer for printing them;
    • a valid email address (your email address);
    • a current web browser with cookies enabled.
• Communication with us
  • Messages related to the Agreement must be sent:
    • by email to [email protected] or to your account manager’s email address;
    • by mail to Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ – in all cases where document copies are required.
  • You may also use our contact form at https://www.paywiser.uk/contacts/

13. REPRESENTATIONS AND WARRANTIES

• Each Party represents and warrants to the other Party that:
  • it is duly organized, validly existing, and in good standing under the laws of the country in which it is established;
  • it has and will maintain all required rights, approvals, and authorizations to enter into the Agreement and perform its obligations;
  • to the best of its knowledge, there are no legal actions or regulatory investigations pending or threatened against the Party that could affect its ability to perform its obligations under the Agreement;
  • it will perform its obligations with reasonable skill and care;
  • it has and will maintain adequate capacity to perform its obligations in accordance with applicable Regulatory Requirements, Standards, and the Agreement, including obligations relating to data protection and confidentiality;
  • it owns or has the right to use and to sublicense the intellectual property that it uses or licenses to the other Party.
• Our Representations and Warranties
  • Except as expressly provided in the Agreement, we do not make any other warranties, guarantees, or commitments, express or implied, regarding the performance of the Services, and nothing contained in the Agreement shall be deemed to constitute such guarantees.
  • You expressly agree and acknowledge that all other conditions, requirements, commitments, and warranties, whether express, implied, or statutory, relating to the Services (including quality, performance, suitability, or fitness for a particular purpose) are excluded to the fullest extent permitted by applicable Regulatory Requirements.
  • We do not give and expressly disclaim any warranties, statements, or conditions of merchantability, quality, or suitability in respect of any products, processes, services, specifications, software, hardware, or embedded software created or provided by us or referred to in the Agreement.
• Your Representations and Warranties
  • You represent and warrant that you will:
    • maintain your legal entity in active and solvent status throughout the term of the Agreement and for at least six (6) months following its termination;
    • have all necessary licenses and authorizations to engage in advertising and to operate your business;
    • have and provide at least one (1) director;
    • have and provide at least one (1) director who has permanent residence in the place of incorporation of the company and its business address;
    • operate in accordance with applicable regulatory requirements and standards, including:
    • using the Services to process only those transactions that are legal, valid, genuine (non-fraudulent), and duly authorized by your customers;
    • using the Services to receive payments only for products and/or services that you provide and not those of any third party;
    • using the Services to receive only the final sale price of products and/or services you provide, and not collecting from your customers any fines, penalties, damages, undisclosed fees, costs, etc.;
    • not using the Services to provide your customers with cash, traveler’s checks, monetary substitutes, or other instruments;
    • not engaging in the sale or exchange of data (account data, transaction data, Personal Data).
  • You further represent and warrant that:
    • in fulfilling your obligations under the Agreement, you will not breach any other enforceable agreements to which you are a party;
    • all information submitted in connection with the Agreement is true, accurate, and complete.

14. AMENDMENTS

• You are responsible for monitoring notices and news on our website.
• The Merchant undertakes to notify us in writing immediately, but no later than three (3) business days, of any changes to the information specified in this Agreement, its annexes, documents submitted to us (e.g., changes in personal or contact details, permanent residence or tax residency, loss or theft or any other reason for the replacement of an identity document, changes in PCI DSS compliance status, assignment for the benefit of creditors, application for bankruptcy or similar protection, etc.) or any other information provided to us prior to the conclusion of this Agreement or during its validity.
• This obligation to notify also applies if the above-mentioned changes have been publicly disclosed (e.g., entered in a public register or published in the media).
• If you fail to comply with the notification obligation, we are entitled to assume the accuracy of the information we have, unless otherwise required by the laws of the Merchant’s country of residence.
• We may update or supplement the Terms and other mandatory annexes to the Agreement at any time for any reason.
• We will notify you of any changes via email sent to your email address within a reasonable period of time.
• We will inform you of any proposed changes to the existing Terms of the Agreement no later than two (2) months prior to their entry into force.
• Amendments to the Agreement that do not require prior notice and take effect immediately, if stated in our amendment notice, include:
  • changes that are more favorable to you or those that do not affect your rights;
  • changes necessary to comply with regulatory requirements or standards;
  • changes concerning our costs;
  • changes in exchange rates;
  • changes in interest rates, as defined in these Terms, based on changes to the base lending rate from Bank of England.
• The Agreement may also be amended to your benefit through an upgrade or improvement of the services we provide to you, provided that this does not increase your costs.
• We may also amend any of the other terms of the Agreement if the amendment does not affect your rights, for any of the following reasons:
  • where we reasonably believe that:
    • the amendment would simplify the terms, making them easier for you to understand or fairer to you; or
    • the amendment would not be to your detriment;
  • to cover:
    • improvements to any service or device we provide;
    • the introduction of a new service or device;
    • the replacement of an existing service or device with a new one; or
    • the withdrawal of an obsolete or unused service or device;
  • to allow us to make reasonable changes in the way we provide services due to changes in:
    • the banking, investment, or financial system;
    • technology;
    • the systems we use for business operations.
• Fees may also be amended, or new fees introduced:
  • 14.9.1 if we provide a new service or device in connection with our Services;
  • 14.9.2 if there is a change (or we reasonably expect a change) in:
    • the costs we incur in carrying out an activity for which a fee is or will be charged;
    • fees, charges, assessments, or similar at the Card Schemes; or
    • Regulatory changes;
  • 14.9.3 for other valid reasons not specified in these Terms.
• Any amendment or new fee shall be reasonably assessed according to the impact on the costs incurred in providing the services. The exchange rate used for converting payments in foreign currency shall be:
  • a fixed rate agreed upon by us; or
  • (if no fixed rate has been agreed) the exchange rate about which we have notified you.
• No provision of the Agreement shall be deemed waived, amended, or supplemented unless:
  • the Agreement provides otherwise; or
  • we agree otherwise in writing.
• An updated version of these General Terms will always be available to you upon request.
• The Merchant Service Agreement is not effective and may not be amended in any way without our express written consent.
• If the Merchant does not agree to amendments to the General Terms and/or annexes, the Merchant may terminate the Agreement without notice and without payment of compensation.
• The Merchant must terminate the Agreement no later than the day before the amendments take effect.
• If the Merchant does not notify Paywiser within this period that it disagrees with the amendments, it shall be deemed to have accepted the amendments.
• If the Merchant rejects the proposed amendments and does not terminate the Agreement, the Agreement shall be deemed terminated upon the expiry of the last day before the amendments take effect.

15. DURATION, SUSPENSION, AND TERMINATION

• This Agreement shall enter into force on the date it is approved by the duly authorized representatives of both parties through AdobeSign (hereinafter the “Effective Date”), unless otherwise agreed.
• Upon execution, both parties shall receive the mutually confirmed Agreement by email. For approval of the Agreement through AdobeSign, the Merchant shall receive instructions for the use of AdobeSign.
• The Agreement shall commence on the Effective Date and remain valid until terminated by either party in accordance with these General Terms.
• Both parties confirm that they have obtained all necessary authorizations permitting them to sign and conclude this Agreement, and that they are not bound by any prior agreements prohibiting the execution of this Agreement.
• You may terminate the Agreement at any time with one (1) month’s prior written notice.
• We may unilaterally terminate the Agreement with you with two (2) months’ prior written notice.
• We may unilaterally terminate the Agreement with you immediately and without notice if we reasonably believe that:
  • you fail to comply with regulatory requirements, applicable laws, technical requirements, the Rules of international payment systems, or the Standards, including amendments thereto, and thereby breach, attempt to breach, or we reasonably suspect that you have breached any provision of the Standards relating to:
    • abuse thresholds;
    • chargeback thresholds;
    • submission of unlawful or prohibited transactions;
    • involvement in fraudulent activities or other prohibited activities, such as money laundering or terrorist financing;
    • participation in any other activities likely to cause unjustified economic harm or reputational damage to payment systems;
    • you fail to provide us with an Action Plan as described in these Terms;
    • you fail to ensure compliance with PCI DSS;
  • you breach any term of this Agreement;
  • you are affected by changes to:
    • your business model;
    • the products and/or services you provide;
    • your payment account, including situations where it is no longer acceptable to financial institutions we cooperate with;
    • regulatory requirements or standards applicable to you, including amendments or revocations of licenses necessary for your business;
    • your credit and/or financial condition, including insolvency, liquidation, cessation, bankruptcy, administration, compulsory settlement, or dissolution, or where we reasonably believe such events are imminent;
    • any other circumstance which, in our opinion, indicates that you will not be able to provide your products and/or services and/or fulfill your obligations towards your customers or us, including a significant reduction or cessation of processing;
  • you behave in a manner that makes it inappropriate for us to continue providing services to you;
  • we detect a change in your risk profile under the Standards or determine that your actions otherwise conflict with our risk policy and internal rules;
  • you fail to comply with our request to increase the Reserve amount within a reasonably determined period;
  • you fail to make payments in the ordinary course of business due to your credit and/or financial situation, or due to other financial-related events considered as a threat of non-payment, compliance risk, etc.;
  • there is a significant deterioration in your financial position or in the value of any collateral you have provided, or a risk of such deterioration, casting doubt on your ability to meet obligations under this Agreement;
  • you fail to remedy non-compliance with this Agreement and/or any merchant acquiring agreement and/or any tripartite agreement within a reasonable time specified by us;
  • for security reasons – where we consider it necessary or desirable to protect account data, transaction data, personal data, or your Dashboard account, including where we suspect systemic loss, theft, misappropriation, or unauthorized use of access PINs;
  • we determine that the Merchant is engaged in any activity listed as prohibited or high-risk, including but not limited to:
    • unofficial charities;
    • cryptocurrency mining;
    • political organizations;
    • pornography;
    • prescription drugs;
    • religious organizations;
    • replicas;
    • arms trade and defense;
    • MLM (recruitment of new members);
  • 15.6.12 we are otherwise entitled to do so under this Agreement.
• We may also unilaterally terminate the Agreement with you immediately and without notice if required by amendments to Regulatory requirements, by our Payment Scheme Partner, or by the instructions of the competent regulatory authority.
• Following any suspension, we may, at our sole discretion, decide when and whether to resume Services, taking into account available information and recommendations.

Termination at the Request of Card Schemes

• At the request of Card Schemes, we may immediately and without notice terminate the Agreement with you due to activities you engage in that may cause unjustified economic harm or reputational damage to the payment systems.

Consequences of Termination

• Upon termination of the Agreement you shall:
  • cease using our Services;
  • cease using Card Scheme systems;
  • cease using or displaying Card Scheme trademarks and logos;
  • remain liable for any financial or other obligations arising from your actions or omissions prior to termination;
  • immediately pay any outstanding and unpaid invoices for our Services, regardless of whether issued before or after termination;
  • not be entitled to reimbursement of any fees and/or charges already paid to us, except for fees and costs paid prior to termination for Services not yet rendered (fees shall be refunded/charged on a pro-rata basis);
  • continue to comply with all confidentiality provisions set forth in this Agreement.
• In the event of termination due to bankruptcy, insolvency, or other business discontinuation, you undertake not to sell, transfer, or disclose any materials containing Sensitive Payment Data to other entities. Such data must be returned to us or securely destroyed with acceptable proof immediately upon termination.
• Termination of this Agreement shall also result in termination of the Card Payment Processing Agreement.
• If the Agreement is terminated before expiry of the Card Payment Processing Agreement, the consequences of termination shall apply, including your liability to pay all fees specified therein.
• If we terminate the Agreement, we may notify the Card Schemes and/or credit agencies of the termination and the reasons for it.
• If we terminate the Agreement, or if it is terminated at the request of Card Schemes, you may be listed in the Visa Merchant Alert Service (VMAS) and/or the MasterCard Member Alert to Control High-risk Merchants (MATCH).
• Upon termination, both parties shall return or destroy (at the choice or request of the disclosing party) all confidential information belonging to the other party and held in possession or control.
• Termination of the Agreement shall not affect any accrued rights, remedies, obligations, or liabilities of the parties existing at termination, nor shall it affect the continuation of any provisions intended (expressly or impliedly) to survive termination.
• Where service fees are collected on a regular basis, such fees shall accrue up to the date of termination, while prepaid fees shall be refunded on a pro-rata basis.
• Following termination, we shall retain up to 100% of the remaining positive net balance for up to 180 days. This retention period may be extended to 18 (eighteen) months (540 days) from the date of the last transaction. If security collateral has been provided, we may release the remaining retained positive net balance before expiry of this period.

Account Freeze

• If we reasonably believe that transactions or related activities are fraudulent or involve other criminal activities, we may delay the payment of any amount due to you until the conclusion of our investigation and/or the investigation of any other financial institution, regulatory authority, or Card Scheme.

16. DISPUTE RESOLUTION

• These Terms, the Agreement, and all other relationships between the contracting parties shall be governed by the laws of England and Wales.
• Any disputes or complaints relating to the provision of services under these General Terms shall be addressed by the Merchant and Paywiser in accordance with internal procedures and applicable dispute resolution mechanisms, details of which may be made available to the Merchant.
• The Merchant may submit a complaint regarding Paywiser’s Service either:
  • by e-mail to [email protected]; or
  • by post to Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ; in each case in accordance with the applicable Rules on internal complaint procedures and out-of-court dispute resolution.
• Paywiser must respond to the Merchant’s complaint:
  • within 8 days if submitted by e-mail;
  • within 15 days if submitted by post.
• Paywiser shall send its decision on the complaint to the Merchant in written form, either to the e-mail address or to the postal address from which the complaint was submitted.
• If you are not satisfied with the outcome of your complaint, you may be entitled to refer the matter to the Financial Ombudsman Service (FOS).
• The Merchant may also raise concerns with the competent regulatory authority regarding any alleged breaches of applicable payment services or electronic money legislation. In the United Kingdom, the competent authority is the Financial Conduct Authority (FCA).
• If the Merchant and Paywiser are unable to resolve disputes arising under these Terms, the competent court shall be the court in the location where Paywiser has its registered seat.
• Notwithstanding the foregoing, Paywiser may, at its own discretion, also initiate appropriate legal proceedings before any other locally competent court.

17. MISCELLANEOUS

• In performing their obligations under the Agreement, the parties may have access to information or materials that may be commercially valuable and not publicly known, and which, if misused or disclosed, could materially affect the business of either party ("Confidential Information").
• Confidential Information includes all information relating to the Merchant or Paywiser and any other information not expressly marked as confidential but which, by its nature or content, should reasonably be considered confidential.
• Each party undertakes to take all necessary measures to protect the confidential nature of all Confidential Information of the other party and specifically agrees to:
  • share Confidential Information solely with staff and representatives of the parties who require access to such information in order to exercise rights and obligations under the Agreement; and
  • not disclose any Confidential Information to any third party without the prior written consent of the other party, except to Paywiser if necessary for the performance of the Services.
• The parties agree that they will require their directors, employees, and other representatives to keep in strict confidence all Confidential Information obtained from one another and/or from their respective directors, employees, and agents, and not to use, disclose, or allow third parties access to such Confidential Information for any purpose other than fulfilling contractual obligations.
• Each party shall treat Confidential Information as strictly confidential and shall not disclose it without the written consent of the other party, except as permitted by this Agreement or as otherwise agreed from time to time.
• The Merchant expressly and irrevocably authorizes Paywiser to make inquiries with competent authorities regarding the Merchant’s registered office, assets, and any other information necessary for the performance of the Agreement or potential debt collection.
• Notwithstanding any other provisions of the Agreement, neither party shall have any duty to protect or not disclose Confidential Information that:
  • was already in its possession prior to disclosure, or was known to it prior to disclosure without any obligation of confidentiality;
  • was publicly available at the time of disclosure or became publicly available after disclosure without breach of the Agreement;
  • is disclosed by mutual written consent;
  • is disclosed by a third party not in breach of confidentiality obligations;
  • is independently discovered without breach of the Agreement;
  • must be disclosed in accordance with Regulatory Requirements, including to law enforcement or regulatory authorities or under applicable standards;
  • for the disclosure of transaction data and information on refunds and financial claims to the data center and/or International Payment Systems;
  • if the disclosure is intended for professional advisors who are bound to confidentiality in relation to such confidential information.
• Paywiser and its Payment Scheme Partner may disclose Merchant Confidential Information to an International Payment System in accordance with its Rules.
• Information may also be shared with any entity authorized by you to receive account-related information, based on your instructions to the third party, which shall constitute your consent for data sharing.
• This section on “Confidential Information” shall remain in effect even after termination of the Agreement, for as long as either party possesses Confidential Information.

Public Announcements

• During the term of this Agreement, you may make public announcements regarding us as your service provider, and we may publicly announce you as our Merchant.
• Upon termination, both you and Paywiser shall remove all public references to this Agreement from your respective websites.

Intellectual Property

• Paywiser exclusively owns all intellectual property rights contained in or related to our services or any documentation provided to you, including but not limited to ownership rights, patents, copyrights, trademarks, service marks, logos, designs, moral rights, trade secrets, publicity rights, and any other rights ("Paywiser Intellectual Property").
• All rights not expressly granted to you under this Agreement are reserved.
• Any use of Paywiser Intellectual Property must be pre-approved in writing.
• Any complaints, feedback, or ideas for potential improvements to our services that you provide shall be deemed voluntary and unsolicited. Such information or ideas may be freely used by us without attribution or compensation, and without any fiduciary or other obligations toward you.
• The Merchant agrees that Paywiser may include its name and standard logo (as published by the Merchant) on Paywiser’s client list on its website and marketing materials. Paywiser may freely use this list in its commercial activities.
• Any other use of the Merchant’s name, logo, or information requires the Merchant’s prior written approval, which may be withheld at its sole discretion.
• The Merchant may, in its FAQ section or similar informational section on its website, reference Paywiser as its payment services provider and explain that Paywiser’s name may appear on customer bank statements.
• The Merchant may also include a link to Paywiser’s website in this context.
• We reserve the right, at any time and at our discretion, to require you to cease copying, using, or displaying our intellectual property.

No Waiver

• Our failure or delay in exercising our rights in ensuring strict compliance with the Agreement shall not be deemed a waiver of any rights granted under the Agreement.

Transfers

• You may transfer or assign any of your rights or obligations under the Agreement only with our prior written consent, which shall not be unreasonably withheld.
• We may transfer any of our rights or obligations under the Agreement without your consent.
• You agree to promptly execute all documents reasonably required to give effect to such transfer.
• We may also subcontract any of our obligations without your prior consent.
• If we propose transferring a material part of your assets to another company, we may also transfer all our rights, powers, and obligations under this Agreement without your consent.

Delegation

• We may delegate any of our functions and responsibilities under the Agreement to another entity if we reasonably believe such entity can perform them in accordance with applicable regulatory requirements and standards.

Severability

• Each provision of the Agreement shall be considered separately.
• If any provision or part of the Agreement becomes illegal, invalid, or unenforceable, it shall be deemed not included in the Agreement.
• This shall not affect the legality, validity, or enforceability of the remaining provisions, which shall continue in full force and effect.

Third-Party Rights

• No other person shall have any rights to enforce or benefit from this Agreement (third-party rights), except for any of our Affiliates.

Relationship Between the Parties

• The parties are independent contractors, and nothing in this Agreement shall be interpreted as creating a partnership, joint venture, agency, or any other relationship not expressly described in these General Terms.
• Neither party is authorized to enter into agreements of any kind on behalf of the other, nor shall either party claim such authority.

Tripartite Agreement

• By accepting these General Terms, the Merchant acknowledges and understands Paywiser’s role as a payment intermediary and the role of our Payment Scheme Partner, and agrees that if the Merchant meets any of the following conditions:
  • The annual transaction volume exceeds thresholds set by the relevant International Payment System (USD 1 million for VISA, USD 1 million for MasterCard) in cases where Paywiser does not act as a Tiered Digital Wallet Operator; or
  • If the parties so agree;
  • the Merchant shall establish a direct contractual relationship with the Payment Scheme Partner.
  • Upon entering into a new tripartite agreement between the Payment Scheme Partner, Paywiser, and the Merchant, this Agreement shall terminate. If condition (a) arises, you must notify us immediately.

Force Majeure

• Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including epidemics, pandemics, lockdowns, telecommunications failures, supplier or vendor failures, shortages, fires, floods, explosions, accidents, acts of God, war, riots, strikes, blockades, coordinated labour actions, or governmental actions (“Force Majeure Event”).
• The party affected by a Force Majeure Event must:
  • notify the other party within 3 days of becoming aware of the event, providing evidence of the event and its impact on performance;
  • demonstrate that the event could not have been avoided by reasonable precautions;
  • use best efforts to mitigate the impact and resume performance as soon as reasonably possible.
• If a contracting party does not send timely notice in accordance with the previous Terms, it shall be liable to the other contracting party for all damages suffered by the latter due to the absence of or delay in such notice.
• If the economic conditions change significantly compared to those that existed at the time of signing the Agreement, the contracting parties shall agree on the necessary adjustment of this Agreement in light of the given circumstances.
• A contracting party whose performance of obligations is hindered due to force majeure shall be excused from performing its obligations to the extent that the force majeure has directly affected its obligations, and the other contracting party shall not be obliged to pay for services under this Agreement that have not been performed; all obligations not affected by the force majeure shall continue to be duly performed in accordance with this Agreement.
• The contracting party affected by the force majeure shall take all reasonable measures to eliminate the force majeure and its consequences.
• If the force majeure or its consequences last for more than 20 (twenty) calendar days, the contracting parties shall cooperate to amend those provisions of this Agreement affected by the force majeure. If such a written agreement is not reached within the following 5 (five) calendar days, either contracting party may notify the other in writing 5 (five) calendar days in advance of the unilateral termination of the performance of this Agreement.

Entire Agreement