These general terms and conditions (the “Terms and Conditions”) supplement and form an integral part of the merchant agreement concluded between the Acquirer and the Merchant for the provision of acquiring services (the “Merchant Agreement”). The Merchant Agreement, together with any schedules, appendices, and annexes thereto, and these General Terms and Conditions (collectively, the “Agreement”), govern the provision and use of the acquiring services and define the legal relationship between the Acquirer and the Merchant.

SECTION I: DEFINITIONS

For the purposes of the Agreement (including these Terms and Conditions), the following definitions apply unless the context explicitly requires otherwise:

1.1. Acquirer means Paynetics UK Limited, a company duly registered and operating under the laws of England and Wales, registered under unified identification code (UIC): 12481335, with principal address at Salisbury House, Office 409, 29 Finsbury Circus, London, EC2M 5SQ;

1.2. Address Verification means a service that allows the Merchant to verify the home address of Cardholders with the relevant Issuer;

1.3. Applicable Law means the law governing and regulating the Agreement, which is the law of England and Wales. All and any disputes arising from or related to the Agreement which cannot be resolved by the parties amicably must be settled by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators must be three. The seat, or legal place, of arbitration must be London. The language to be used in the arbitral proceedings must be English;

1.4. Authorisation means a confirmation of Transaction request granted by or on behalf of an Issuer for the Transaction to be effected, indicating that the Transaction may proceed and that the amount may be reserved against the Cardholder’s available funds or credit at the time of the request;

1.5. Authorisation Centre means the facility or facilities designated from time to time by the Acquirer, to which the Merchant must submit all requests for Authorisation;

1.6. Business Day means any day other than Saturday or Sunday, or a public or bank holiday in the Acquirer’s or Merchant’s country;

1.7. Card means VISA or MasterCard credit or debit cards, which may be used by a Cardholder to carry out a transaction;

1.8. Card Association/ Card Scheme means a worldwide incorporated body regulating and processing specific brands of credit and debit cards, namely: VISA Europe Limited, company No. 05139966, and/or any legal entity controlling, controlled by or under common control with VISA Europe Limited (in each case “Visa”) and MasterCard Europe SA, registered in the Belgian Business Registry under company No. 0448.038.446, and/or any legal entity controlling, controlled by or under common control with MasterCard Europe SA (in each case “MasterCard”);

1.9. Card Rules mean the rules, regulations, guidelines, policy statements and operating instructions (including, but not limited to, the PCI Standard) issued by the Card Associations from time to time. The Visa Rules for Merchants may be found at: https://www.visaeurope.com/receiving-payments/security/merchants and the MasterCard Rules for Merchants currently may be found at: https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html;

1.10. Chargeback means a reversal of a Transaction due to a dispute on the goods or services related to this transaction, under Card Rules;

1.11. Charity has the meaning set out in the Payment Services Regulations 2017;

1.12. Cardholder means any individual, body corporate, association, partnership or any other entity or organisation authorised to obtain and use a Card;

1.13. Discount Rate means an amount equal to a specified percentage of the total price of each Transaction;

1.14. Issuer means an institution that issues branded payment cards to Cardholders;

1.15. Full Recourse Transactions mean any Card not-present sales;

1.16. Fine means any fine, uplifted service fee or other additional payment as imposed by the Card Scheme or the Acquirer to the Merchant as a result of a situation such as, but not limited to, breach of Card Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive Chargeback levels;

1.17. Merchant means any legal entity registered within the territory of the United Kingdom which entered into an Agreement with the Acquirer for the services as described in item 1.25;

1.18. Micro-Enterprise has the meaning set out in the Payment Services Regulations 2017;

1.19. Non-Qualified Transactions mean: (i) any Transaction submitted for processing more than 24 hours past the time the Authorisation occurred; (ii) any Transaction missing required data;

1.20. Pre-Authorised Recurring Order Transactions mean Transactions that have been pre-authorised by the Cardholder and for which the goods or services are to be delivered or performed in the future by the Merchant without having to obtain approval from the Cardholder each time;

1.21. PSP means an entity that introduces Merchants to the Acquirer and which may provide those Merchants with payment services (using its own licence – such as the provision of a payment account and the execution of payments) and which may also provide the Merchant with: (a) IT infrastructure allowing the Merchant to connect to the Acquirer’s IT infrastructure; and (b) risk management services;

1.22. Reserve Account means a guarantee amount designated by the PSP or the Acquirer in its sole discretion in a form of set money amount held at the Acquirer’s bank account that must be funded by the Merchant to protect the PSP’s and Acquirer’s risks related to the Transactions and the services provided pursuant to the Agreement;

1.23. Qualified Transactions mean: (i) Visa and MasterCard retail transactions in which the Card is swiped; (ii) Visa Card Not Present telephone, mail or Internet transactions processed with Address Verification service (AVS); or (iii) MasterCard telephone, mail or Internet transactions or (iv) Transactions that are part of a special registered program approved by the Card Associations;

1.24. Security means any form of security requested by the Acquirer (in its sole discretion) from the Merchant including: a Reserve Account, bank deposit and/or bank guarantee or other such security to cover potential financial liability or indebtedness of the Merchant;

1.25. Services mean the transaction processing services rendered by the Acquirer to the Merchant under the Agreement and namely:

1.25.1. Authorisation services for Visa and MasterCard Cards;

1.25.2. Card transaction processing services for Visa and MasterCard Cards;

1.25.3. Reporting via online web-based transaction reporting tool;

1.25.4. Set up of web-based virtual terminals;

1.25.5. Integration of the Merchant’s existing payment pages with the Acquirer’s payment gateway;

1.25.6. Fraud monitoring;

1.25.7. Management of the Merchant Plug-in for 3DSecure e-commerce acquiring;

1.25.8. Visa and/or MasterCard registration, where necessary;

1.25.9. Account funding transactions;

1.25.10. Gateway services.

1.26. Reserve Account Management. From time to time, the Acquirer may adjust the content and interfaces of the Services. If such adjustments lead to a change in the software, interfaces or operating procedures, the Acquirer will notify the Merchant as soon as reasonably practicable before the implementation of such adjustments.

1.27. Settlement Account means the account, details of which are provided by the Merchant, where the Acquirer must send money to the Merchant under the Agreement.

1.28. Transaction means the acceptance of a Card or information embossed on the Card, for payment for goods sold or services provided to Cardholders by Merchant, and receipt of payment from the Acquirer whether the Transaction is approved or declined. The term “Transaction” also includes credits, voids, reversals and adjustments.

1.29. Transaction Fee means a fixed fee due by the Merchant to the Acquirer per Transaction;

1.30. Interchange Fee means a fee paid for each Transaction directly or indirectly (i.e., through a third party) between the issuer and the Acquirer involved in a card-based payment transaction. The net compensation or other agreed remuneration is considered to be part of the interchange fee;

1.31. Payout Currency means the currency in which the Acquirer settles the Transactions to the Merchant;

1.32. Processing Currency means the card acceptance currency, which is the currency of the point of sale (POS) terminal;

1.33. Settlement Currency means the currency in which the Card Schemes settle to the Acquirer.

SECTION II: SCOPE

2.1. The Merchant requests, and the Acquirer agrees to provide the Services as per Section I, item 1.25, as amended from time to time by the parties during the term of the Agreement, subject to the terms and conditions of the Agreement and these Terms and Conditions.

SECTION III: TERM

3.1. The Agreement becomes effective on the date it is signed by all parties, and will continue in full force for a term of three (3) years unless sooner terminated. The Agreement will renew automatically for successive terms of three (3) years each, unless any party provides written notice of termination under Section XIII of these Terms and Conditions. All existing obligations, warranties, indemnities and agreements related to Transactions entered into before such termination will remain in full force and effect, and the Merchant will remain liable for all obligations to Cardholders and the Acquirer incurred while the Agreement was in effect.

SECTION IV: REPRESENTATIONS AND WARRANTIES

4.1. Each party warrants and represents to the other party that:

4.1.1. It has and will maintain all required rights, powers and authorisation to enter into the Agreement and to fulfil its obligations thereunder;

4.1.2. It will perform its obligations under the Agreement with due skill and care; and

4.1.3. It has in place and will maintain adequate facilities (including staff training, internal controls and technical equipment) to perform its data protection and confidentiality obligations under the Agreement.

4.2. Additional Merchant Warranties: The Merchant warrants and represents that:

4.2.1. Entering into the Agreement will not conflict with, or breach the terms, conditions or provisions of any agreement or corporate statute, or by any other means violate other agreement, no matter the form, to which the Merchant is a party;

4.2.2. There are no pending actions by third parties, legal suit or proceeding at law or in equity against the Merchant which would substantially impair the Merchant’s right to carry on its business as contemplated in the Agreement or adversely affect its financial condition or operations;

4.2.3.  The Merchant has and will continue to follow relevant data protection legislation and regulations (including those set out in the PCI Standard as published on www.pcisecuritystandards.org) in relation to all Cardholders and Transaction information which is personal data (including any sensitive personal data);

4.2.4. The Merchant will deliver its products/services to all Cardholders with due care and without undue delay;

4.2.5. The Merchant products/services that are made available to the Cardholders follow applicable law in any jurisdiction in or to which the Merchant is making its goods and services available;

4.2.6. The Merchant has at all times all requisite licenses and permits in place to engage in the advertising and provision of its goods and services;

4.2.7. The Merchant is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Merchant is not sending or receiving funds to or from an illegal source;

4.2.8. The Merchant will at all times during the term of the Agreement follow the applicable to its activity legislation and the Card Rules; and

4.2.9. The Merchant must respond promptly to inquiries from Cardholders and must resolve any disputes amicably and without delay.

SECTION V: FEES

5.1. The fees payable by the Merchant to the Acquirer are as set out in Article 2 of the Agreement and defined in Schedule/Appendix 1 to the Agreement.

5.2. Unless otherwise stated, all charges, fees and other payments to be made by the Merchant under thе Agreement are exclusive of VAT and any other relevant taxes (if any). In addition to paying such sums, the Merchant will be responsible for paying any such VAT and other relevant taxes.

5.3. The Merchant explicitly agrees that the Acquirer will automatically deduct the Discount Rate fees from the Merchant Settlement Account or Merchant Reserve Account on a daily basis, without the need of any further authorisation, approval or consent by the Merchant.

5.4. The Acquirer reserves the right to charge the Merchant reasonable fees and reimbursement on account of excessive Cardholder’s inquiries, customer-related issues, refunds or Chargebacks.

5.5. The Merchant agrees to pay the Acquirer the amount of any fees, charges, fines or penalties assessed against the Acquirer by any Card Association or Issuer for the Merchant’s violation of the by-laws, rules, regulations, guidelines, policy statements or threshold requirements of the Card Associations’ Monitoring Programs.

5.6. The Card Associations monitor and assess on a monthly basis the ratio of fraud reported transactions received by the Acquirer to determine disproportionate fraud-to-sale ratios. In case the Acquirer is fined by the Card Associations, the Merchant will be fined proportionally for the disproportionate fraud volume contributed to the Acquirer portfolio.

5.7. The Merchant will pay the Acquirer for any other services provided to the Merchant by the Acquirer and for all other fees, including, but not limited to monthly service fees, Chargebacks and set-up fees provided for in the Agreement, as shown in Schedule/Appendix 1 to the Agreement.

5.8. Interchange Fees Rates: The Visa interchange fee rates may be found at: https://www.visaeurope.com/about-us/interchange/fees-and-interchange; and MasterCard fee rates may be found at: https://www.mastercard.co.uk/en-gb/about-mastercard/what-we-do/interchange/european-interchange-rates.html.

SECTION VI: MERCHANT RESERVE ACCOUNT. ADDITIONAL SECURITIES

6.1. It is understood that the Acquirer may require the Merchant to establish a Merchant Reserve Account at any Acquirer’s bank account designated by the Acquirer for all future indebtedness of the Merchant to the Acquirer that may arise out of or relate to the obligations of the Merchant under the Agreement or these Terms and Conditions, including, but not limited to, Chargebacks and fees, in such amount as the Acquirer may determine in its sole discretion. Merchant Reserve Account will be funded by deduction from payments due to the Merchant or charge against Merchant Settlement Account or against any of the Merchant’s accounts at the Acquirer. The amount of the Merchant Reserve Account is determined in the Agreement and the Acquirer reserves the right to review this amount from time to time.

6.2. The Merchant explicitly authorises without any objections whatsoever and enable the Acquirer to deduct all amounts the Merchant owes the Acquirer from the Merchant Reserve Account, at times deemed appropriate by the Acquirer. If funds in the Merchant Reserve Account are not enough to cover Chargebacks, adjustments, the Merchant processing rate and other charges due from the Merchant, the Merchant agrees to promptly pay the Acquirer such sums upon request or provide additional security. The Acquirer may allocate any assets it holds for any other reason as security for the Merchant’s obligations and liabilities under the Agreement, as a source of funds to pay the Acquirer for all, actual and reasonably anticipated amounts and liabilities owed by the Merchant to the Acquirer to include actual and/or contingent liabilities under the Agreement (“Merchant Liabilities”). All funds held as a Reserve Account and all rights, title and interest to such funds, are at all times exclusively for the benefit of and vested in the Acquirer.

6.3. The Merchant grants the Acquirer a security interest in the funds held by it in the Settlement Account and Merchant Reserve Account, and the appropriate officer(s) of the Merchant is/are authorised to sign any documents reasonably required by the Acquirer to make this security interest legally enforceable.

6.4. Upon the Acquirer’s discretion the latter is entitled to request from the Merchant provision of additional security such as establishing of special pledge over the Merchant’s receivables deriving from the Settlement Account or a Bank Guarantee in which case the Merchant must, upon request, provide a bank guarantee in favour of the Acquirer by a bank and in a form acceptable to the Acquirer and in an amount determined by the Acquirer. Any additional security will remain in place regardless of any termination of the Agreement for as long as there are residual or contingent liabilities of the Merchant to the Acquirer. In case the Merchant refuses to provide such additional security as requested by the Acquirer, the latter will be entitled to terminate the Agreement with immediate effect according to Section XIII below.

6.5. The Securities under clause 6.3. will remain in place regardless of any termination of the Agreement for as long as there are residual or contingent liabilities of the Merchant to the Acquirer.

SECTION VII: TRANSACTION AUTHORISATION PROCESS

7.1. Documenting Transactions. The Merchant will submit the following information to the Acquirer in connection with Transaction processing:

7.1.1. The DBA (“Doing Business As”) name of the Merchant, name of the Merchant and the Merchant’s address;

7.1.2. The Merchant’s customer service telephone number if the Transaction is a Mail/ Telephone ordered or Internet Transaction;

7.1.3. The Merchant’s Internet address and e-commerce indicator;

7.1.4. The Merchant ID Number assigned to Merchant by Acquirer;

7.1.5. The Card account number, validation date and/or expiration date of the Card, if one appears on the Card;

7.1.6. The address and telephone number of Cardholder and Visa CVV2 or MasterCard CVC2 number if the Transaction is a Mail/Telephone ordered or Internet Transaction;

7.1.7. The Name, address and telephone number of Cardholder;

7.1.8. Such additional information as it may from time to time be required by Acquirer and/or the relevant Issuer.

7.2. The Merchant will not submit a Transaction to the Acquirer (electronically or otherwise) until the Merchant has performed its obligations to the Cardholder in connection with the Transaction or obtained the Cardholder’s consent for a Pre-Authorised Recurring Order Transaction. The Merchant must not send any Transaction to the Acquirer that the Merchant knows or should have known is fraudulent, illegal or not authorised by the Cardholder.

7.3. The Merchant may send a Transaction that effects a pre-payment of services or full pre-payment of custom-ordered merchandise, manufactured to a Cardholder’s specifications, if the Merchant advises the Cardholder of the immediate billing at the time of the Transaction and within time limits established by the Card Associations.

7.4. Authorisation for Full Recourse Transactions:

7.4.1. All Full Recourse Transactions are at the Merchant’s risk. As to each Full Recourse Transaction, the Merchant warrants to the Acquirer that the person whose name is submitted to the Acquirer as Cardholder made the purchase. Upon breach of this warranty, the Acquirer may charge back the Transaction to the Merchant. If the Acquirer charges back the Transaction to the Merchant: (i) the Merchant must pay the Acquirer the amount of the Transaction, any applicable Chargeback fee, plus any Card Association Fine or assessment incurred or suffered, whether or not such Fine or assessment has been paid by the Acquirer or not; and (ii) the Acquirer may charge all such amounts to the Merchant Settlement Account or Merchant Reserve Account without prior notice to the Merchant;

7.4.2. All Full Recourse Transactions must be electronically authorised via software application and, each such request for Authorisation must also include: (i) an Authorisation code, if required; (ii) the Cardholder’s address and Address Verification results; and (iii) instead of the Cardholder’s signature, a notation of (a) mail order (MO), (b) telephone order, (c) e-commerce order, or (d) pre-authorised order on the signature line;

7.4.3. If the Merchant accepts a Pre-Authorised Recurring Order Transaction, the Cardholder must execute and deliver to the Merchant a written or electronic request for this pre-authorisation. The written request must be maintained by the Merchant and made available upon request to the Acquirer. All annual billings must be reaffirmed at least once each year. The Merchant must not deliver goods or perform services covered by a pre-authorisation order after receiving notification from the Cardholder that the pre-authorisation is cancelled or from the Acquirer that the Card covering the pre-authorisation is not to be honoured; and

7.4.4. The Merchant must verify Cardholder’s address with the Card Association. For telephone or mail order sales, the Merchant must send a ticket/invoice number and must perform address verification in order to qualify for the Qualified Merchant Discount Rate.

7.5. The acceptance by the Acquirer of any Transaction processed under the terms of the Agreement must be without recourse to the Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) in the following cases:

7.5.1. No specific prior Authorisation for the Transaction was obtained from the Authorisation Centre, the approval number does not appear in the electronic transmittal that is maintained by the Acquirer, or the Transaction was submitted to the Acquirer 30 (thirty) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the relevant Cardholder;

7.5.2. The Transaction was based on a pre-authorisation form and the Card on which the Authorisation was based has been cancelled and the Merchant was so notified before the Transaction;

7.5.3. The Card giving rise to the Transaction was cancelled and before, or at the time of, the Transaction, the Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise;

7.5.4. The Card expired before the date of the Transaction or the date of the Transaction was before the validation date;

7.5.5. The information required was not submitted to the Acquirer;

7.5.6. The Acquirer or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defence to a charge (whether or not valid) between the Merchant and the Cardholder;

7.5.7. The Cardholder makes a written complaint to the Acquirer or Issuer that the Cardholder did not make or authorise the Transaction;

7.5.8. Any right of set-off or counterclaim exists in favour of a Cardholder against the Merchant that may be asserted as a defence to an action to enforce payment by the Cardholder in respect of a Transaction;

7.5.9. The Transaction was made at or by a Merchant other than the Merchant named in the Agreement;

7.5.10. The Transaction otherwise violates the terms of the Agreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline;

7.5.11. A Transaction is charged back by an Issuer, Cardholder or Card Association;

7.5.12. Any representation or warranty made by the Merchant in connection with the Transaction is false or inaccurate in any respect, or the Merchant was in breach of any term of the Agreement at the date of the Transaction.

In any such case, the Acquirer will not be obligated to accept a Transaction for credit to the Merchant Account. If the Acquirer has credited the Merchant Account for such a Transaction, the Acquirer may return the Transaction to the Merchant, and the Merchant must pay the Acquirer the amount of the Transaction. The Merchant agrees that the Acquirer, without prior notice to the Merchant, may (i) charge the amount of the Transaction to the Merchant Account or Merchant Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to the Merchant; or (iii) set off the amount of the Transaction against any funds or property the Acquirer holds for or on behalf of the Merchant. If the Merchant disagrees with the Acquirer’s decision to charge back a Transaction, the Merchant must so notify the Acquirer in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to the Cardholder’s satisfaction or proof that a credit has been issued.

7.6. The Merchant will maintain a fair exchange and return policy and make adjustments about goods and services sold and/or leased to its customers whenever appropriate. If goods are returned, or services are terminated or cancelled, or any price is adjusted, the Merchant will prepare and send a credit or return Transaction, either electronically or by paper, for the amount of the adjustment as a deduction from the total amount of Transactions sent that day. If the amount of credit or return Transactions exceeds the amount of sales Transactions, the Merchant will pay the Acquirer the excess.

7.7. The Merchant must make no cash refunds on Transactions and must handle all credit adjustments as provided in clause 7.6. If no refund or return will be given, the Cardholder must be advised in writing that the sale is a “final sale” and “no returns” are permitted at the time of the Transaction. The Cardholder also must be advised in writing of any policy of the Merchant that provides for no-cash refunds and in-store credit only.

SECTION VIII: SETTLEMENT AND RECONCILIATION

8.1. Transactions must be settled to the Merchant as described in this Section and Schedule/Appendix 1 of the Agreement;

8.2. The Acquirer must deliver payment to the Merchant as soon thereafter as practicable by a credit to the Merchant Account equal to the total of all Merchant’s Transactions since the previous credit. This credit will be reduced, by: (i) the sum of all Cardholder’s charges denied, refused or charged back; (ii) all refunds processed on account of Cardholders during said period; (iii) the fees, charges and other amounts, including Chargebacks, the Merchant owes the Acquirer; (iv) all taxes, penalties, fines, charges and other items incurred or payable by the Acquirer that are reimbursable pursuant to the Agreement; and (v) all rates, fees and charges as indicated in Schedule/Appendix 1 of the Agreement and (vi) the sum necessary for funding the Merchant Reserve Account as determined by the Acquirer according to Section VI and the Agreement. Even so, the Acquirer will be entitled to suspend payment of all or part of any Transaction amount to the Merchant if the Acquirer in its sole discretion suspects that a Transaction to which the payments relate – or one or more other Transactions – are fraudulent or involve some other criminal activity;

8.3. If the Acquirer becomes aware of any Chargebacks, claims, any action in connection with the Agreement, any Transaction or otherwise or any Fines (in each case, whether actual or potential), or the Acquirer concludes that any such Chargebacks, Claims, action or fines may arise, the Acquirer may (in spite of any other provision of these Terms and Conditions) delay making any payment which would be due to the Merchant until either:

8.3.1. The relevant liability is incurred (when the Acquirer must pay to the Merchant the balance of the amount of such sums, if any, after deducting the amount of such liability); or

8.3.2. The Acquirer is satisfied that no such liability will be incurred.

8.4. In case the Acquirer has a reasonable suspicion that a Transaction may be fraudulent or involves other criminal activity, the Acquirer has the right to suspend the processing of that Transaction or withhold payment to the Merchant of the amount of that Transaction until satisfactory completion of the Acquirer’s investigation or that of any third party.

8.5. If throughout the term of the Agreement and after its termination for any reason the Acquirer becomes aware or has a reasonable suspicion that the Merchant is in breach of or likely to be in breach of its obligations as set forth in Section XI, the Acquirer may withhold payment to the Merchant without providing any notice it.

8.6. The Merchant must not be entitled to any interest or any other compensation whatsoever in respect of any sums held by the Acquirer before being remitted to the Merchant for any period for which payment may be deferred under clauses 8.3., 8.4. and 8.5.

8.7. The Merchant must reconcile each settled Transaction within 15 (fifteen) days after the date on which such Transaction is submitted to the Acquirer for payment, and must notify the Acquirer immediately of any discrepancies or errors the Merchant notes as a result of such reconciliation. The Acquirer must not have any responsibility or liability for Transaction-related errors or omissions that are brought to its attention more than 30 (thirty) days after the date on which the Transaction to which such error or omission relates is first presented to the Acquirer for settlement.

8.8. Any credits to the Merchant Account are provisional only and subject to revocation by the Acquirer until such time that the Transaction is final and no longer subject to Chargeback by the Issuer, Cardholder or Card Associations. The Acquirer may withhold payment for a Transaction to the Merchant, for any reason, for a period of time not to exceed 7 (seven) Business Days from the processing date of a Transaction.

8.9. In view of the nature of the gateway services, the Merchant acknowledges and agrees that the Acquirer may not be able to ascertain whether there are any errors in the transmission of Data in respect of any Transactions and accordingly the Merchant must be responsible for notifying the Acquirer in the event that there are any discrepancies between the amount of any payments the Merchant actually receives and those the Merchant expects. Such notice must be given to the Acquirer in writing within 7 (seven) days following the date of the relevant Transactions.

SECTION IX: CHARGEBACKS

9.1. In certain circumstances, Card Issuers and Card Schemes refuse to settle a Transaction or require repayment from the Acquirer in respect of a Transaction previously settled and/or remitted, even if that Authorisation may have been obtained from the Card Issuer (such circumstances being a “Chargeback”).

9.2. The Merchant has full liability and responsibility for all Chargebacks. Some of the most common reasons for a Chargeback are (i) the Transaction Data was prepared incorrectly or fraudulently, (ii) the Merchant did not obtain proper authorisation, or did not provide a correct and legible authorisation code on the Transaction Data, (iii) the Cardholder disputes participating in or approving the Transaction, (iv) the Cardholder alleges that return of goods was improperly refused or that a refund was not processed for the Cardholder, (v) the Cardholder has asserted what the Cardholder believes is a good faith claim or defence against the Transaction, or (vi) the Card was not actually presented at the time of the Transaction and the Cardholder denies making the purchase.

9.3. The Merchant acknowledges and agrees that under the Card Rules, the Merchant may be required to reimburse the Acquirer for Chargebacks in circumstances where the Merchant has accepted payment in respect of the relevant Transaction and even if the Merchant is under no legal liability for the supply or performance of the goods or services concerned.

9.4. All Chargebacks will correspond to the whole or part of the settlement value of the original Transaction or, at the Acquirer’s option, to an amount converted to the Settlement Currency from the currency of the Chargeback by the Card Scheme to the Acquirer at the rate of exchange quoted by the Card Scheme on the day the Chargeback is processed.

9.5. Where a Chargeback occurs, the Acquirer will immediately be entitled to debit the Merchant Account and/or make a deduction from any remittance in accordance with clause 9.2. to recover:

9.5.1. The full amount of the relevant Chargeback; and

9.5.2. Any other costs, expenses, liabilities or fines which the Acquirer may incur as a result of or in connection with such Chargeback (“Chargeback Costs”).

9.6. A Chargeback represents an immediate liability from the Merchant to the Acquirer and where the full amount of any Chargeback and/or any Chargeback Costs is not debited by the Acquirer from the Merchant Settlement Account or deducted from any remittance, then the Acquirer will be entitled to otherwise recover from the Merchant by any means the full amount of such Chargeback and Chargeback Costs (or the balance thereof, as the case may be).

9.7. The Acquirer will not be obliged to investigate the validity of any Chargeback by any Card Issuer and Card Scheme whose decision will be final and binding in respect of any Chargeback.

9.8. If the Merchant has a reason to dispute or respond to a Chargeback, then the Merchant must do so by the date provided on the applicable Chargeback Notice. The Acquirer and/or the PSP will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if the Merchant has not timely responded to the notice.

9.9. As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Merchant acknowledges and agrees that, notwithstanding any termination of the Agreement for any reason, the Acquirer will remain entitled to recover Chargebacks and Chargeback Costs from the Merchant (and, where relevant, from any person who has provided the Acquirer with a guarantee or security relating to the Merchant’s obligations under the Agreement) in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Agreement.

9.10. The Acquirer reserves the right to immediately pass on to the Merchant and recover from the Merchant any fines incurred and/or impose further charges on the Merchant as a result of excessive Chargeback activity or breach of any of the Chargeback monitoring programs of the Card Associations.

9.11. The Merchant agrees that it is the Merchant’s responsibility to prove to the Acquirer’s satisfaction (or that of the relevant Card Issuer) that the debit of a Cardholder’s account was authorised by such Cardholder.

9.12. If the Acquirer considers in good faith that there is a high risk of Chargeback, the Merchant will on demand by the Acquirer put such funds into the Merchant Reserve Account as the Acquirer will require to cover such risk.

9.13. Without limiting the generality of any other provision of the Agreement, if the Acquirer takes any legal actions against the Merchant for any Chargebacks or any amounts due to the Acquirer, the Merchant must pay the costs and attorneys’ fees incurred by the Acquirer, whether suit is commenced or not.

9.14. The Merchant undertakes to use all reasonable efforts to maintain chargeback rates under the Card Schemes thresholds as they may change from time to time. The Acquirer will inform the Merchant for any changes when they occur by e-mail.

9.15. Currently the chargeback rate of Visa must stay below 1% and less than 100 chargeback transactions per month (standard criteria) and below 2% and less than 500 chargeback transactions per month (high risk criteria). If both parameters are broken, the Acquirer may impose fines on the Merchant. Fines will be charged as a sum amount, calculated under Visa rules and a fixed fee per chargeback.

9.16. Currently the chargeback rate of MasterCard must stay below 1.5 % (calculated against sales transactions in the preceding month) and less than 100 chargeback transactions per calendar month. If both parameters are broken for two consecutive calendar months, the Acquirer may impose fines on the Merchant. Fines will be charged as a sum amount, calculated under MasterCard rules from the excessive chargeback ratio and a fixed fee per chargeback.

9.17. The Merchant must also immediately notify the Acquirer when it is foreseeable that chargeback transactions will be more than 1.5% and more than 100 transactions accumulatively during a calendar month.

9.18. A reporting fee will be charged to the Merchant for each chargeback-monitored merchant (CMM) report and/or excessive chargeback merchant (ECM) report that the Acquirer needs to send to MasterCard on behalf of the Merchant according to MasterCard rules.

9.19. The Acquirer will use reasonable efforts to maintain efficient chargeback management services, both by supporting rational presentments and by giving advice on how to avoid chargeback.

9.20. If the PSP or the Acquirer determines that the Merchant is receiving excessive Chargebacks (as determined by reference to applicable Card Rules and Acquirer’s policy), the PSP or the Acquirer may, but are not obligated to, (i) notify the Merchant of new procedures it should adopt, (ii) increase or add additional Processing Fees imposed for processing Chargebacks, (iii) establish or increase the amount held in any Reserve Account, and/or (iv) terminate the Agreement, at the PSP’s or Acquirer’s’ discretion, without advance notice. The Merchant must immediately pay any fines or fees imposed by the Card Schemes or the Acquirer relating to Chargebacks to the Merchant.

SECTION X. TRADING LIMITS

10.1. From risk perspective, the Acquirer may from time to time notify the Merchant of a monetary limit on the total value of one or more transactions in respect of any specified period (“Trading Limit”).

10.2. The Merchant must not exceed the Trading Limit without Acquirer’s prior written approval (to be given at the Acquirer’s discretion). Such restriction may continue to apply if and to the extent that the Acquirer otherwise notifies the Merchant in writing.

SECTION XI: RIGHTS AND OBLIGATIONS

11.1. The Merchant is obliged to:

11.1.1. Follow the Agreement and any directions relating to the Agreement from the Acquirer or from any party authorised by the Acquirer;

11.1.2. Accept all Cards bearing a trademark and of a card type which the parties have agreed will be covered by the Agreement, for payment for all the Merchant’s goods and services. The Acquirer will be entitled to register and market the fact that the Merchant accepts Cards as a means of payment;

11.1.3. Respond to Cardholders’ disputes and handle chargebacks under the Visa´s and/or MasterCard´s Chargeback regulations;

11.1.4. Not use the Acquirer’s trademark for any purpose other than as agreed in writing between the parties;

11.2. Regarding any Transaction the Merchant will refrain from any of the following:

11.2.1. Extend credit for or defer the time of payment of the total cash price in any Transaction;

11.2.2. Impose any additional fees or charges or execute any additional agreement or security with any Cardholder in connection with any Transaction;

11.2.3. Send or accept for payment any Transaction that was not originated directly between the Merchant and a Cardholder for the sale or lease of goods or performance of services of the type indicated in the Merchant’s application for card processing services initially submitted to and approved by the Acquirer;

11.2.4. Accept a Card as payment method for any legal services or expenses arising out of or related to: (i) defence of any crime other than a traffic violation; (ii) any domestic relations matter where such services or expenses are furnished to a person whose name is not embossed on a Card; or (iii) any bankruptcy, insolvency, compromise, composition or other process affecting Cardholder’s creditors;

11.2.5. Use the Merchant’s own Card, or one to which the Merchant has access, to process a Transaction to obtain credit for the Merchant’s own benefit;

11.2.6. Redeposit a previously charged Transaction, regardless of whether the Cardholder’s consent has been provided or not;

11.2.7. Initiate a Transaction credit without a balance in the Merchant Account equal to the credit;

11.2.8. Use the Acquirer’s software or any data received thereon for any other purpose other than for determining whether or not the Merchant should accept checks or Cards in connection with a current sale or lease of goods or services;

11.2.9. Use the Acquirer’s software or any data received thereon for credit inquiry purposes or any other purpose not authorised by the Agreement;

11.2.10. Draw or convey any inference concerning a person’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics or mode of living when any Card or check is processed as non-accepted;

11.2.11. Disclose any information obtained through the Acquirer’s software to any person except for necessary disclosures to affected Cardholders, the Acquirer and/or the Issuer;

11.2.12. Add any tax to Transactions unless applicable local law expressly requires that the Merchant be permitted to impose a tax. Any tax, if allowed, must be included in the Transaction amount and not collected separately;

11.2.13. Disburse funds in the form of travellers checks, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from the Merchant;

11.2.14. Disburse funds in the form of cash or cash equivalents or other negotiable instruments;

11.2.15. Accept a Card to collect or refinance any debt fine or penalty of any kind, losses, damages or any other costs that are beyond the total sale price;

11.2.16. Issue a transaction credit for returned goods or services acquired in a cash transaction;

11.2.17. Make any refund to a Cardholder who has made a purchase with a Card. All transaction credits will be issued to the same Card account number as the sale;

11.2.18. Accept a card for sales by third parties or for selling goods which it knows will be resold by a customer whom it reasonably should know is not ordinarily in the business of selling such goods;

11.2.19. Accept a Card in any Transaction which the Merchant knows, or should know, is or is suspected to be illegal or not lawful;

11.2.20. Process a Transaction under a different trade name or business affiliation than indicated on the Agreement or otherwise approved by the Acquirer in writing;

11.2.21. Process a Transaction that violates any law, ordinance, or regulation applicable to its business;

11.2.22. Process a Transaction which does not represent a bona fide sale of goods or services;

11.2.23. Sell, purchase, provide or exchange Card account number information in the form of Transaction documents, carbon copies of imprinted Transaction documents, mailing lists, tapes, journal rolls or other media obtained by the Merchant to any third parties without the Cardholder’s explicit prior consent;

11.2.24. Create multiple purchase transactions in respect of a single purchase with the same Card; or

11.2.25. Violate applicable law and public authority regulations in force from time to time.

11.3. At least once per month, the Acquirer must provide the Merchant with an itemised statement of all charges and credits to the Merchant Account. All information appearing on the statement will be deemed accurate and affirmed by the Merchant unless the Merchant objects by written notice specifying the particular item in dispute within 30 (thirty) days of the date of the statement.

11.4. The Acquirer undertakes to make payment to the designated account for purchase transactions made using Cards, provided that i) the purchase transaction is received by the Acquirer within the period of time prescribed; ii) the purchase transaction fulfils the requirements prescribed in the Agreement; and iii) the Merchant has otherwise fulfilled its obligations pursuant to the Agreement.

11.5. The Merchant must follow the Card Rules and all bylaws, rules, regulations, policies and guidelines of the Card Associations and any Issuer whose Cards are used to process Transactions under the Agreement. The Merchant will display prominently at its place of business Card brands and other promotional material and literature provided by the Acquirer. Subject to the prior written consent of the Acquirer and upon such conditions notified by the Acquirer, the Merchant may use Card service marks or design marks in its own advertisement and promotional materials.

11.6. The Acquirer must not be responsible for any loss or liability resulting from the denial of credit to any person or Merchant’s retention of any Card or any attempt to do so; any loss caused by a Transaction downgrade resulting from defective or faulty software regardless if owned by the Acquirer or the Merchant; unavailability of Services rendering caused directly or indirectly by the interruption, malfunction or termination of any service provided by a third party, including but not limited to termination of contracts with computer hardware vendors, processors or installers, whether terminated by the Acquirer, or any other person for any reason; or interruption or termination of any Service caused by an event of Force Majeure Event (as defined in clause 18.3).

SECTION XII: MERCHANT’S LIABILITY

12.1. The Merchant must be liable against the Cardholder for all defects and deviations in the quality, condition and performance of sold goods and services. Such defects and/or deviations, as well as the non-delivery or deficient delivery of goods/services to a Cardholder or any other party designated by the Cardholder, must at all times be deemed to constitute a breach of the Merchant’s obligations under the Agreement.

12.2. The Merchant must be obligated, upon request by the Acquirer, to reimburse the Acquirer for all amounts, plus interest and charges, which the Acquirer has paid/refunded to a card Issuer, Cardholder or any other party (e.g. a Card Scheme) as a consequence of:

12.2.1. The Merchant’s breach under clause 12.1 above;

12.2.2. The Issuer’s final debiting of the Acquirer in respect of a Transaction which is the subject of a complaint under Visa´s and/or MasterCard´s chargeback regulations;

12.2.3. The fact that the Merchant, without exercising normal care, has accepted an invalid or forged Card or a Card which has been used in an unauthorised manner;

12.2.4. The fact that the Merchant has in any respect breached its obligations pursuant to, or otherwise acted in contravention of the Agreement or Applicable law, applicable Merchant’s local law or public authority regulations;

12.2.5. Chargebacks.

12.3. Irrespective of whether negligence, breach of agreement or any other cause of action may be imputed to the Merchant, the Merchant will also be obliged, upon request by the Acquirer, to pay compensation for any amounts (e.g. fees and other sanctions) which the Acquirer is obliged to pay to Visa and/or MasterCard insofar as such amount is related to the Agreement and to i) Transactions which are the subject of a complaint; or ii) fraud, bad faith or wilful misconduct.

12.4. In the event the Acquirer, before any obligation to pay an amount pursuant to clause 12.2 or clause 12.3 above, receives any warning, order or other of such nature (e.g. from Visa or MasterCard), the Acquirer will notify the Merchant without delay of the measures which the Merchant must take in order, if possible, to avoid the Acquirer incurring an obligation to pay the amount.

12.5. In the event Visa and/or MasterCard believes that the Merchant has reached a level of complaints due to fraud, unauthorised purchases or complaints from Cardholders which is unacceptably high in relation to the total number of the Merchant’s purchase transactions, the Acquirer will be entitled to terminate the Agreement with immediate effect.

12.6. Each party hereto must report its income and pay its own taxes to any applicable jurisdiction, according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source unless the Merchant presents the Acquirer a valid exemption from such withholding. Furthermore, the Merchant agrees to indemnify and hold the Acquirer harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Merchant. If the Acquirer is required to pay any taxes, interests, fines or penalties owed by the Merchant, said amount will become immediately due and payable by the Merchant to the Acquirer. If excise, sale or use taxes are imposed on the Transactions, the Merchant will be responsible for their collection and payment. The Acquirer will be entitled to recover any of said taxes paid by it on behalf of the Merchant from the Merchant immediately after payment.

12.7. The Acquirer will be entitled to offset any amounts incurred according to this Section with amounts in Merchant’s Reserve Account. Furthermore, the Acquirer will be entitled to seek payment and execute any established by the Merchant additional security in the Acquirer’s favour.

SECTION XIII: TERMINATION

13.1. The Acquirer may terminate the Agreement unilaterally by providing the Merchant with at least 90 days written notice, including the reasons for termination, information on how the Merchant may complain to the Acquirer, and information about the Merchant’s right to refer the matter to the Financial Ombudsman Service, if the Merchant is an eligible complainant. Notice may be delivered by email.

13.2. The Acquirer may terminate the Agreement with immediate effect and without prior notice to the Merchant in the following events:

13.2.1. Any information concerning the Merchant obtained by the Acquirer is unsatisfactory to the Acquirer in the Acquirer’s sole discretion;

13.2.2. Any act of fraud or dishonesty is committed by the Merchant, its employees and/or agents, or the Acquirer believes in good faith that the Merchant, its employees and/or agents have committed, are committing or are planning to commit any acts of fraud or misrepresentation;

13.2.3. Breach any of the provisions of the Agreement, including these Terms and Conditions;

13.2.4. Breach of the Card Associations’ rules;

13.2.5. The Acquirer considers (in its absolute discretion) that the total chargebacks or refunds are excessive and/ or unreasonably high;

13.2.6. Fraud rates are high in the opinion of Acquirer and fraud reduction plan is not successful;

13.2.7. The Acquirer, in its absolute discretion, determines that the relationship with the Merchant’s business represents increased risk of loss or liability to the Acquirer;

13.2.8. If anything occurs in relation to the Merchant, or comes to the Acquirer’s attention in connection with the Merchant or arising from or incidental to the Merchant’s business or the conduct of its business (including trading practices and individual activities) or if the Merchant engages in any business trading practices or individual activity which the Acquirer in its absolute discretion considers disreputable or capable of damaging the reputation of the Acquirer, any Card Scheme, or any other financial institution, or which may give rise to fraud, other criminal activity, or suspicion of fraud;

13.2.9. There is any change to the person, group of persons acting together pursuant to an agreement or understanding (whether formal or informal), which controls/ owns the Merchant and this is not disclosed to the Acquirer during the application process;

13.2.10. Any representation or warranty made by the Merchant in the Agreement is not true and correct;

13.2.11. The Merchant files a petition under any bankruptcy or insolvency law;

13.2.12. The Merchant fails to maintain enough funds in the Merchant Account to cover the amounts due to the Acquirer under the Agreement;

13.2.13. Any insurance policy obtained by the Acquirer or the Merchant relating to Transactions and/or Chargebacks is cancelled or terminated for any reason;

13.2.14. The Acquirer determines that it is not feasible to provide to the Merchant the Services contemplated by the Agreement; or

13.2.15. In the event of any significant circumstances that create harm or loss to the Visa and MasterCard payment system including illegal activities and/or brand damage or BRAM violation (BRAM meaning Mastercard’s Business Risk Assessment and Mitigation programme relating to prohibited or high-risk merchant activities).

13.3. The Acquirer may selectively terminate one or more of the Merchant’s approved locations without terminating the entire Agreement. In the event of termination, all obligations of the Merchant incurred or existing under the Agreement until termination will survive the termination. The Merchant’s obligations about any Transaction will be deemed incurred and existing on the transaction date of such Transaction.

13.4. The Merchant may terminate the Agreement upon at least 30 (thirty) days prior written notice to the Acquirer if the Acquirer unilaterally increases any rates, fees or charges the Merchant pays under the Agreement, except for any amendments necessitated and required by a Card Association.

13.5. On termination of the Agreement, the Merchant will remove any references to the Аcquirer from any of its promotional materials or literature, agreements or on the website.

SECTION XIV: NOTICES

14.1. Any notice under the Agreement must be given on writing and signed by or on behalf of the party giving it and must be delivered either by hand or registered mail service. Despite the above, the Аcquirer may give notice to the Merchant by sending an email to any of the email addresses registered with the Merchant Account.

14.2. The parties agree to conduct all communication in relation to the Agreement in English.

14.3. In relation to clause 14.1, the Merchant must at all times maintain current address for correspondence and at least one valid email address with the Аcquirer and it will be required to check regularly and frequently for incoming messages.

SECTION XV: RETENTION OF RECORDS

15.1. Subject to the requirement of the PCI DSS Standards, the Merchant will keep legible copies of data and original transaction receipt for a minimum period of 18 (eighteen) months from the date of each transaction.

15.2. The Acquirer may from time to time, request from the Merchant to provide copies of Data. The Merchant must provide such copies to the Acquirer within 14 (fourteen) days of such request being received by the Merchant.

15.3. The Merchant hereby authorises the Аcquirer to release Data and any other information relating to the Services or the Card Associations (or, if instructed by the Acquirer, the Merchant will provide such Data or information or ensure that such Data or information is provided) to any representative of the Acquirer or any other person:

15.3.1. As is necessary to fulfill the Acquirer’s obligations under the Agreement or as required by law;

15.3.2. Where the Acquirer, or any other third party, is investigating any suspected criminal activity.

SECTION XVI: CREDIT INVESTIGATION AND ACQUIRER AUDITING

16.1. The Аcquirer may audit, from time to time, the Merchant’s compliance with the terms of these Terms and Conditions and the Agreement. The Merchant must provide all information requested by the Аcquirer to complete the Аcquirer’s audit.

16.2. The Merchant authorises parties contacted by the Аcquirer to release the credit information requested by the Аcquirer, and the Merchant agrees to provide the Аcquirer a separate authorisation for release of credit information, if requested or any other costs that are beyond.

16.3. The Merchant must provide to the Аcquirer such information as the Аcquirer may reasonably request from time to time, including without limitation, financial statements and information pertaining to the Merchant’s financial condition. Such information must be true, complete and accurate.

16.4. Upon request by the Аcquirer, the Merchant must provide to the Аcquirer a certificate for lack of insolvency and/or liquidation procedure. In case such procedure has started the Аcquirer will assume the reserve available amounts.

SECTION XVII: SAFEGUARDING OF FUNDS

17.1. Paynetics UK Limited is authorised and regulated by the Financial Conduct Authority (FCA registration number 927558) as an electronic money institution. In providing the Services, the Acquirer may receive or hold funds for onward credit to Merchants, including through card scheme settlement processes, payment service providers, or collection accounts. These funds are treated as relevant funds under the Payment Services Regulations 2017 and are therefore subject to statutory safeguarding requirements.

17.2. The Acquirer safeguards relevant funds by holding them in segregated accounts with authorised credit institutions, under Regulation 23 of the Payment Services Regulations 2017. These accounts are maintained separately from Acquirer’s own operational funds and are used solely to protect merchants’ money in the event of the Acquirer’s insolvency.

17.3. Safeguarding ensures that safeguarded funds are protected and returned to Merchants in the event that the Acquirer ceases trading or becomes insolvent. However, these funds are not protected by the Financial Services Compensation Scheme (FSCS).

SECTION XVIII: FINAL PROVISIONS

18.1. The Merchant must notify the Acquirer immediately in writing about any changes relating to the composition of its board of directors, managing director, company name, ownership structure, address, telephone and fax number, e-mail address, relevant account numbers, changes in branch affiliation or activities and other circumstances which may be of significance under the Agreement.

18.2. A party must also notify the other party immediately of events which may be assumed to affect, or will affect, all or parts of the co-operation pursuant to the Agreement. It is of particular importance that all planned changes in a party’s IT system which in any respect may be assumed to affect the co-operation are notified to the other party immediately upon commencement of planning about the changes.

18.3. Neither party will be liable for any failure to fulfil its obligations hereunder due to force majeure event. Force majeure events will include, inter alia, war, acts of war, terrorist actions, import or export prohibitions, natural disasters, restrictions on general public transport, deficiencies or delays in energy supplies or telephone connections, the actions or omissions of public authorities, new or amended legislation, orders or actions of public authorities, labour conflicts, blockades, fire, flooding, extensive losses or destruction of property or major accidents, as well as defects or delays in products or services from subcontractors as a consequence of circumstances stated above (each a “Force Majeure Event”). Labour conflicts will be deemed to be Force Majeure Events irrespective of a party’s role in such conflict. In the event the performance of the Agreement is materially impeded for a period of more than 15 (fifteen) Business Days due to a Force Majeure Event, either party will, without liability, be entitled to terminate the Agreement by giving 30 (thirty) calendar days’ written notice to the other party.

18.4. The parties will not be entitled to disclose to any third party information regarding the contents of the Agreement. Nor may either party disclose to any third party information regarding the other party’s business which may be considered a business or trade secret. However, the Merchant consents to the Acquirer, under the duty of confidentiality of payment service providers, transferring such information to i) companies within the same group as the Acquirer; ii) the Card Schemes, iii) companies with which the Acquirer co-operates, in order to ensure the performance of the Agreement in respect of, e.g. PCI DSS and other security issues, and iv) companies that the Acquirer is co-operating with or is in contractual relations with. The Merchant consents to that the Acquirer may disclose information which is necessary in order to connect the requested service, such as the company name, registration number, contact details, customer number and MCC code, to terminal suppliers, PSPs and other payment service suppliers, required by law, government regulation or regulation, as well as due to order of a competent authority or court.

18.5. Registration in special registers as maintained by the Card Schemes may take place in the event the Agreement is terminated due to the Merchant’s breach of contract or due to the Merchant having provided incorrect, incomplete or misleading information, e.g., upon execution of the Agreement.

18.6. The Merchant may not assign any of its rights and/or obligations pursuant to the Agreement to any third party without the Acquirer’s written consent. The Acquirer may, however, without the consent of the Merchant, assign its rights and/or obligations without limitation.

18.7.  From time to time the Acquirer may amend these Terms and Conditions unilaterally in the following cases:

18.7.1. The Acquirer may amend or delete Cards or Services listed in the Agreement, including these Terms and Conditions, by notifying Merchant in writing of any amendment. All provisions of these Terms and Conditions will apply to Cards or Services added to the Agreement. The Acquirer must notify the Merchant of the fees to be applied for processing the additional Cards and Services. Acceptance by the Merchant of a new approved Card as payment for a Transaction or use of a new Service after the Acquirer has sent the Merchant notice of an amendment will constitute the Merchant’s agreement to the amendment and the fees or charges related to these additions.

18.7.2. From time to time, the Acquirer may change all rates, fees and charges. The Acquirer will provide prior written notice to the Merchant of all amendments. The Acquirer may change the rates, fees and charges without prior written notice for due cause, such as the Merchant’s sales volume or average Transaction amount not meeting the Merchant’s projections as contained in the Merchant’s application for card processing services. If notice is required, the Acquirer will give written notice on the merchant statement. All new rates, fees and charges will become effective for the month immediately following the month in which the notice appeared on the Merchant Statement.

18.7.3. If the Merchant is neither a Micro-Enterprise nor a Charity, the Acquirer may amend the Agreement, including these Terms and Conditions, simply by providing written notice of such amendment to the Merchant, and such amendment will become effective on the latter of: (i) the date on which such written notice is received by the Merchant; or (ii) a date specified by the Acquirer in such written notice;

18.7.4. If the Merchant is a Micro-Enterprise or a Charity, the Acquirer may amend the Agreement, including these Terms and Conditions, by giving the Merchant no less than two (2) months’ notice in writing. If the Merchant objects to the proposed amendments, it has the right to terminate the Agreement without charge before the date proposed by the Acquirer for entry into force of the changes. The Merchant will be deemed to have accepted the proposed amendments, unless it notifies the Acquirer and terminates the Agreement before the date proposed by the Acquirer for entry into force of the changes. If the Acquirer receives no objection from the Merchant, such amendments will take effect from the date specified by the Acquirer.

18.8. Other than as stated in the Agreement, the parties must not be entitled to represent each other or to use each other’s trademarks, company names or know-how without the other party’s written consent. Such right of use does not create any rights and must cease immediately upon the termination of the Agreement.

18.9. To the extent that the Merchant becomes a debtor under any law regarding liquidation and/or bankruptcy, and such event does not result in the termination of the Agreement, the Merchant unconditionally and absolutely waives any right or ability that the Merchant may otherwise have had to oppose, defend against or otherwise challenge any motion filed by the Acquirer for relief from any automatic stay granted by law, to enforce any of the Acquirer’s rights or claims under the Agreement.

18.10. If the Merchant wishes to make a complaint related to the Services, it can refer it to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567, email complaint.info@financial-ombudsman.org.uk‎). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

18.11. These Terms and Conditions have been executed based on and in compliance with the Payment Services Regulations 2017 (PSRs) and other relevant regulatory acts.

18.12. Pursuant to Regulation 40, Paragraph 7 of the PSRs, unless the Merchant is a Micro-Enterprise or a Charity, the parties agree that Regulations 41-62 of the PSRs will not apply to their relations.

18.13. Pursuant to Regulation 63, Paragraph 5 of the PSRs, unless the Merchant is a Micro-Enterprise or a Charity, the parties agree that Regulation 66, Paragraph 1 (charges), Regulation 67, Paragraphs 3 and 4 (withdrawal of consent), the term under Regulation 74, Paragraph 1 (notification of unauthorised or incorrectly executed payment transactions), Regulation 75 (evidence on authentication and execution), Regulation 77 (payer or payee’s liability for unauthorised transactions), Regulation 79 (refunds for direct debits), Regulation 80 (requests for direct debit refunds), Regulation 83 (revocation of a payment order), Regulation 91 (defective execution of payer-initiated transactions), Regulation 92 (defective execution of payee-initiated transactions) and Regulation 94 (liability for charges and interest) of the PSRs will not apply to their relations but only the relevant provisions of the Terms and Conditions and the Agreement in which they are incorporated by reference.