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Terms & Conditions

Table of Contents

PAYMENT SERVICES AGREEMENT

THE UNDERSIGNED:

Paybyrd BV, a company having its registered office at Keizersgracht 391A, 1016 EJ Amsterdam and
registered in the Trade Register of the Chamber of Commerce under number 76168573, with a total placed
share capital of 129.600,00 EUR (“Paybyrd“).

AND:

The Merchant, as registered on the Paybyrd platform.

Hereinafter jointly referred to as “Parties“.

In the Merchant Agreement, and in the Terms & Conditions, the following definitions shall apply:

3D Secure The “Three-Domain Secure” protocol developed by Visa International Inc. (Visa) branded as
“Verified by Visa” and “MasterCard SecureCode” developed by MasterCard International Inc.
(MasterCard), including successive versions thereof and any amendments thereto.
Account Holder Any person who is authorised to use a Payment Method issued to him.
Acquirer A financial institution that is authorised by a Scheme Owner to enable the use of a Payment
Method by accepting Transactions from merchants on behalf of the Scheme Owners, routing these to
the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the
Merchant.
Acquiring via Paybyrd Use of a Payment Method via Paybyrd where Paybyrd acts as the Acquirer or ISO, contracts with
the relevant third party Acquirer on behalf of the Merchant to enable the use by Merchant of
such Payment Method.
Paybyrd Paybyrd BV., a company registered with the Dutch Chamber of Commerce under number 76168573 and
having its seat at Keizersgracht 391A, 1016 EJ, Amsterdam, the Netherlands
API Application Programming Interface consisting of a direct secured internet connection between the
Merchant’s site and the Paybyrd environment via which Payment Details are sent.
Authorisation The process whereby an Account Holder (or Merchant on Account Holder’s behalf) requests
permission for a Payment Method to be used for a particular purchase of Merchant’s Service or
Product. “Authorised” shall have the corresponding meaning.
Bank Account The bank account held by an Eligible Merchant with Paybyrd or the Acquirer on which funds owed
by Paybyrd to the Eligible Merchant (credit) or by the Eligible Merchant to Paybyrd (debit) are
administered and on which Paybyrd will Settle the funds for Transactions validly processed for
the Merchant.
Business Day The bank account held by an Eligible Merchant with Paybyrd or the Acquirer on which funds owed
by Paybyrd to the Eligible Merchant (credit) or by the Eligible Merchant to Paybyrd (debit) are
administered and on which Paybyrd will Settle the funds for Transactions validly processed for
the Merchant.
Capture Period The period in which an Authorised Transaction can be Captured. The Capture Period varies per
Payment Method.
Capturing The confirmation by (or on behalf of) the Merchant to the Acquirer that a Transaction for which
Merchant received an Authorisation is to be executed and the Account of the Account Holder is to
be actually charged for the Transaction. “Captured” shall have the corresponding meaning.
Card Any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a
Transaction on a Cardholder’s account.
Card Association / Card scheme Visa, MasterCard, Discover or comparable bodies which provide Cards.
Card Verification Method / CVM Code The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2;
for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred to as CVM
Code.
Cardholder Any person who is issued a Card and possesses and uses a Card and, where required on the Card,
whose signature appears on the Card as an authorised user.
Chargeback A Transaction which is successfully charged back on request of the Account Holder or the Issuer
pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of
which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction
in respect of which Merchant already received Settlement of the related funds, this results in
the unconditional obligation for the Merchant to immediately return the Settled funds to
Paybyrd, to enable Paybyrd to return such funds to the Scheme Owner or Acquirer.
Chargeback Fee The fee charged by Paybyrd to the Merchant in respect of a Chargeback.
CNP or Card Not Present Transaction A Transaction by a Cardholder where the Cardholder is not physically present at the point of
sale at the time of the Transaction. CNP shall comprise MO/TO and E- Commerce Transactions.
Credit Card Any form of credit card, which permits or enables Transactions on a Cardholder’s account.
Customer Area The secured interface on Paybyrd’s website where Merchants can review and operate on their
Transactions, profile and settings and find usage instructions, information regarding the
Services and the Payment Methods.
Debit Card Any form of debit card, which permits or enables Transactions on a Cardholder’s account.
Delivery Date The date on which the complete Merchant Product and/or Merchant Service is delivered to the
Account Holder who paid for the corresponding Transaction.
Deposit Level The minimum level of Deposit(s) set for the Merchant from time to time pursuant to these Terms
and Conditions.
Deposit(s) A sum of money held by Paybyrd, withheld by Paybyrd from funds to be Settled to the Merchant
and/or separately deposited with Paybyrd by the Merchant on Paybyrd’s request as security for
Chargebacks, Fines and fees due to Paybyrd.
E-Commerce Transaction A Transaction by an Account Holder where said Account Holder is not physically present at the
point of sale at the time of the Transaction, and the Payment Details are presented to the
Merchant or Paybyrd by the Account Holder by means of secure Internet communications.
Eligible Merchant A Merchant which is deemed eligible to hold a Bank Account by Paybyrd (in its discretion) and,
as such, is provided a Bank Account.
Fine Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners
and/or Acquirers to the Merchant and/or Paybyrd, as a result of situations such as, but not
limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive fraud
levels or excessive Chargeback levels.
Hosted Payment Pages The Payment Interface where an Account Holder is redirected from the Merchant shopping site to a
payment site hosted by Paybyrd, on which the Payment Details are entered by the Account Holder.
Inflation The Euro Area Inflation (HICP All Items Euro Area) as found on http://ec.europa.eu/eurostat/web/main/home (or such future replacement
website as may be used by Eurostat).
Interchange Fee(s) The fee(s) set and charged by the Card Schemes (and in part passed on to the relevant Issuer)
for processing and settlement of a Card Transaction. This fee shall include the assessment fees
and any other scheme fees charged by the Card Scheme for the particular Transaction.
Issuer / Issuing Bank An institution that issues Payment Methods to the Account Holder and whose name appears on the
Card or bank account statement as the Issuer or who enters into a contractual relationship with
the Account Holder with respect to the Payment Method.
Merchant The company entering into a Merchant Agreement with Paybyrd and for which Paybyrd processes
Transactions related to the Merchant Service and Merchant Products.
Merchant Agreement The agreement between Paybyrd and the Merchant for the provision of the Services to Merchant,
including the Terms and Conditions and all Schedules and other documents appended thereto by
reference.
Merchant Product / Merchant Service A product/service which the Merchant is selling and for which Transactions are processed.
MO/TO or Mail Order/Telephone Order Transaction A Transaction by an Account Holder where the Account Holder is not physically present at the
point of sale at the time of the Transaction, and the Payment Details are presented to the
Merchant by the Account Holder by means of mail (not email), fax or telephone.
MSC / Merchant Service Charge The fee that Paybyrd charges per Transaction for the use of the relevant Payment Method for that
Transaction. This can be a percentage of the Transaction amount, or a fixed fee, or a
combination of a percentage and a fixed fee. The Processing Fee is not part of the MSC.
Order Currency The Currency in which the Transaction is originally offered to the Account Holder.
Payment Currency The Currency in which a Transaction is processed.
Payment Details The information which makes up a Transaction message which needs to be submitted to the Payment
Interface to enable the processing of the Transaction by Paybyrd and to perform fraud checks,
including details regarding the Card, the Account Holder, relevant authentication details and
the payment amount.
Payment Instruction Electronic instruction sent by an Eligible Merchant (or by an authorised third party acting on
behalf of Eligible Merchant) to Paybyrd via the Customer Area to transfer funds from the Bank
Account to another bank account.
Payment Interface An electronic connection method provided by Paybyrd to the Merchant for providing the Payment
Details for individual Transactions allowing Paybyrd to provide its Services with respect
thereto.
Payment Method A method of enabling payments by Account Holders to merchants such as Cards, online and offline
bank transfers and direct debits offered by the Scheme Owners.
PCI DSS The security standards for transmitting, processing or storing card data / payment details,
known under the name PCI DSS, as required to be observed under the Scheme Rules of the Card
Schemes. (www.pcisecuritystandards.org)
POS / Point of Sale Transaction Transaction submitted for processing by a Cardholder via a POS Terminal where the Cardholder is
physically present at the location of the POS Terminal
POS Terminal Device designed to submit POS Transactions to Paybyrd by reading the relevant data on the Card,
registering the approval of the Cardholder for the Transaction, encrypting the Payment Details
and sending them via the public internet to Paybyrd for processing.
Processing Fee The fee that Paybyrd charges for each Transaction submitted for processing to the Payment
Interface, regardless of the Transaction amount and the type of Payment Method used.
Refund A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the
Account Holder on the initiative or request of the Merchant.
RFI or Request for Information A request from Scheme Owner or Acquirer received by Paybyrd for more information about a
Transaction, made available by Paybyrd to the Merchant in electronic form.
Scheme Owner The party offering and/or regulating the relevant Payment Method.
Scheme Rule The collective set of bylaws, rules, regulations, operating regulations, procedures and/or
waivers issued by the Scheme Owners as may be amended or supplemented over time and with which
Merchant must comply when using the relevant Payment Method. As a service Paybyrd endeavours to
make up to date versions available of the Scheme Rules applicable to the Merchant via the
Customer Area, but only the then current applicable Scheme Rules as issued by the relevant
Scheme Owner and/or the relevant Acquirer are binding on Merchant.
Service(s) The collective set of payment processing, payment routing, fraud control, reconciliation,
reporting, Settlement and/or other services as provided by Paybyrd to the Merchant to enable the
Merchant to use Payment Methods to process Transactions, as well as providing a Bank Account to
Eligible Merchants and any other services offered by Paybyrd to a Merchant under the Merchant
Agreement.
Settlement The payment of amounts by Paybyrd to the Merchant, owed with respect to settlements received by
Paybyrd from Acquirers or Scheme Owners for Transactions validly processed for the Merchant,
minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep
the Deposit on the then current Deposit Level. “Settle” and “Settled” shall have the
corresponding meanings.
Software The collective set of programs and data developed and/or operated by Paybyrd as needed to
provide the Service to its merchants, including the Payment Interface.
Terms and Conditions The current version of these terms and conditions of Paybyrd.
Traffic The profile of Merchant Transactions, including volume, spread across Payment Methods,
geographical spread and other relevant information.
Transaction An Authorisation request of an Account Holder for a payment from the Account Holder to the
Merchant submitted by Merchant to Paybyrd.
Transaction Fee The sum of Merchant Service Charge (MSC) and Processing Fee.
Uncompleted Order Amount The total amount of Authorised, Captured and/or Settled Transactions for the Merchant on any
point in time, for which the Merchant Products and/or Merchant Services have not been delivered
to the relevant Account Holders at that time and/or for which the return rights or order
cancellation rights of the Account Holder under the terms and conditions of the Merchant and/or
applicable law have not yet lapsed.
Working Hours From 09:00 CET to 18:00 CET on Business Days in the Netherlands, or such other hours as may be
published by Paybyrd on the Customer Area.
WHEREAS
  • Paybyrd will provide to the Merchant its proprietary technology
    payments platform and acquiring services for payments acceptance (the
    partnership“).
  • Parties hereby wish to establish their rights and obligations in this agreement.
DECLARE TO HAVE AGREED AS FOLLOWS:

 

SECTION A: SCOPE OF THE AGREEMENT

ARTICLE A.1. – PAYMENTS ACCEPTANCE

The services of Paybyrd enable you to accept payments from your customers in exchange for the products
and/or services delivered by you. Paybyrd does not accept any liability for the products and/or services
that are purchased by using the Payment Platform. During provision of the Payment Services, Paybyrd acts
as a technical service provider for the Financial Institution that ultimately provides the Payment
Service under this Agreement.

ARTICLE A.2. – PAYMENTS PLATFORM SERVICE

The Paybyrd platform delivers real time or near real time transaction processing capability over the
Internet with a high availability service level applying to the Payment platform (as set out in SECTION
H). The Paybyrd Platform include reconciliation services for Transaction Acquired and Settled via
Paybyrd, to help match processed Transactions with settlements received from the relevant Acquirers and
Scheme Owners.

All Card Not Present Transactions shall be submitted to Paybyrd for processing through the Hosted Payment
Page or iFrame as Payment Platform unless otherwise agreed in the Merchant Agreement. All POS
Transactions shall be submitted to Paybyrd to the API by means of a Paybyrd approved POS Terminal.

If the relevant Acquirer or Scheme Owner settles related funds directly to Merchant (so not via Paybyrd),
reconciliation services will not be available unless specifically agreed otherwise in writing by
Paybyrd.

The Merchant is obliged to ensure all data that Paybyrd requests to be provided for a Transaction,
including those needed for fraud checks, are provided with each Transaction submitted for processing by
Paybyrd. If the Merchant fails to provide the requested data with each Transaction, Paybyrd has the
right to immediately suspend Transaction processing. Paybyrd may revise the required data needed to
process Transactions from time to time by giving notice to the Merchant via the Customer Area as needed
to be able to process such Transaction and conduct fraud checks.

ARTICLE A.3. – FINAL PRICING AND CUSTOMER DETAILS

Attached to this agreement as Annex 1 (the “final pricing and customer details form”).

SECTION B: REGISTRATION WITH PAYBYRD

 

ARTICLE B.1. – Registration Process

In order to enable Paybyrd to comply with anti-terrorism, financial services and other applicable laws
and regulations and KYC (‘Know Your Customer’) requirements imposed by the Scheme Owners and Acquirers,
Merchant must when entering into the Merchant Agreement and thereafter on Paybyrd’s first request,
provide information about itself, its activities and its shareholders (the “Registration Information”).
Merchant warrants unconditionally that all Registration Information it provides is correct and up to
date.

At registration and onboarding, we verify your identity and we assess the risk that your business
activities constitute for Paybyrd, on the basis of which we decide whether or not to make the Payment
Services available to you. For this purpose, Paybyrd may share your information, including the Personal
Data of your legal representative(s) or ultimate beneficial owner(s), with the Financial Institution,
which can make its own assessment with respect to use of the Payment Services.

We may ask you to make additional information available for these verification activities, including
financial statements, invoices, permits or other types of identification or permissions issued by the
government.
Paybyrd’s acceptance of Merchant as user of the Services and the relevant Payment Methods is strictly
personal and limited to the use by Merchant of the Services for payment of Merchant’s own products and
services.

Merchant may not use the Services to facilitate the payment for products or services sold by third
parties and therefor may not resell the Services to third parties

Support for each Payment Method is subject to acceptance by the relevant Scheme Owner or Acquirer used by
the Scheme Owner, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any
time. Some Scheme Owners or Acquirers may require the Merchant to enter into a direct agreement with the
Acquirer or Scheme Owner before the Merchant may use the relevant Payment Scheme.

Merchant hereby authorizes Paybyrd to submit Registration Information received from Merchant to the
relevant Scheme Owners and Acquirers to obtain permission for providing access to their Payment Methods
for Merchant.

 

ARTICLE B.2. – Onboarding requirements

The services of Paybyrd are only available to legal persons and legal constructs (organizations), and
explicitly not to persons who want to receive payments in the personal, family or household sphere. The
merchant must register with Paybyrd before our services or payments platform can be used. You register
by generating an Account or through one of Paybyrd’s commercial representatives.

Merchant must when entering into the Merchant Agreement and thereafter on Paybyrd’s first request,
provide information about itself;

This information can include:

  1. Chamber of commerce certificate
  2. Shareholder registry
  3. Proof of ultimate beneficial owners
  4. Certified Government issued identity documents of all ultimate beneficial owners and/or relevant
    managers
  5. Bank statements
  6. Proof of Address
  7. Tax ID
  8. Certified Company financials

Paybyrd reserves the right to request additional documents if deemed necessary, as well as increasing
onboarding and information requirements without any prior notice.

The persons you register with Paybyrd must also be competent and authorized to that effect. The merchant
confirms that you are a national of the country you indicate on registration, and that you are
authorized to develop business activities in that/those countries.

The Merchant guarantees that all information provided to Paybyrd is complete and truthful, and that you
will keep your information registered with us up to date. You must inform Paybyrd without delay of
changes in the corporate name, corporate status, corporate structure, type and scope of the services or
any other relevant changes within 48 hours.

After acceptance Paybyrd will provide you with a username (partner ID) and a (temporary) password, which
you need to change in some cases on the first time you log in on Paybyrd. The username and password
provided by Paybyrd are strictly personal and may not be shared with anyone. You are responsible for
damage and/or loss arising from misuse of the username and password, and you must inform Paybyrd of the
loss, theft and/or misuse thereof.

 

ARTICLE B.3. – Verification and Acceptance

By accepting this Agreement, you give us and the Financial Institution (if this is considered necessary)
permission to retrieve information about you and to make this information available to third parties,
including, but not limited to, businesses engaged in the registration of creditworthiness and other
information providers. You hereby give these third parties permission as well to provide such
information about you to us. You are aware that such information also includes name, address, credit
history and other data. Paybyrd may update this information periodically to determine whether you
continuously meet our conditions and comply with this Agreement.

You hereby give Paybyrd permission to share information about you and your application (irrespective of
whether the application is approved or rejected) and your Account with Financial Institution(s). This
includes information:

  1. about Transactions, so that Paybyrd and/or Financial Institutions can comply with obligations
    arising from statutory requirements or requirements of supervisory authorities;
  2. for use in relation to the management and maintenance of the Payment Services;
  3. by which the information about you can be recorded or updated, and where the information helps to
    improve the Payment Services;
  4. that Paybyrd needs for its risk management.

In exceptional cases, we may request your approval to conduct an inspection at your office or inspect
your financial and other records, insofar as they may relate to the extent and way in which you comply
with this Agreement. Should you not comply with our requests for information within five (10) days, this
could lead to suspension or termination of your Account.

If explicitly agreed by Parties, Paybyrd can use your information to open an account on your behalf at
the Financial Institutions or Intermediary/Intermediaries if such an account is necessary for processing
Transactions via the Payments Platform. In such a case, Paybyrd will inform you if such an account has
been approved or rejected.

SECTION C: SERVICES PROVIDED BY PAYBYRD

 

ARTICLE C.1. – OMNICHANNEL PAYMENT PLATFORM

Paybyrd will make efforts to keep the Paybyrd Payments platform available to you.

Paybyrd commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.9%
(measured on a quarterly basis) of the Payment Platform, to receive Transaction requests, excluding from
the uptime calculation any downtime of the Payment Platform caused by acts or omissions of the Merchant,
Acquirers or Scheme Owners, changes implemented on specific Merchant requests, general internet
failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately
notify Paybyrd of any downtime of the Payment Platform which it experiences and to provide all
reasonably requested co-operation in investigating and resolving any such downtime.

Paybyrd uses all reasonable efforts to avoid having to take the Payment Platform offline for executing
planned maintenance. Should under exceptional circumstances such maintenance nevertheless proves
necessary, Paybyrd will provide as much notice as practically possible and plan such maintenance in a
manner and on a date and time to minimize the potential number of affected potential Transactions for
all its Merchants. Should under emergency situations (e.g. in case of force majeure event or terrorist
attack) unplanned maintenance be necessary to the Payment Platform necessitating it to be taken offline,
Paybyrd will use all available resources to keep the required downtime to the absolute minimum.

Paybyrd will not be required to maintain, modify or add certain properties or functions specifically for
the Organization.

Paybyrd reserves the right, with immediate effect, to discontinue the provision of its services to you,
deny you access to the Paybyrd Payments platform and terminate this Agreement if Paybyrd suspects that
you are acting in conflict with this Agreement. Paybyrd hereby reserves the right to recover any losses
incurred through this from you.

If you use the Paybyrd Payments platform in a way as referred to below, this use will in any case (but
not exclusively) qualify as punishable, unlawful, and/or harmful in the following circumstances:

  1. Purchase and/or sale of goods and/or services of which the purchase and/or sale in the country of
    origin and/or the country in which the goods and/or services are offered is in conflict with any
    applicable statutory provision or public morals;
  2. The sale of products and/or services by the Organization without being willing or able to deliver
    them to one or more Customers within a reasonable period;
  3. Use of Personal Data in conflict with the General Data Protection Regulation, or insufficiently
    informing Customers in a way as referred to in the General Data Protection Regulation;
  4. Hacking, phishing, unauthorized penetration in the system and/or network structure of Paybyrd,
    Financial Institutions, Intermediaries, Suppliers and/or third parties;
  5. Collecting payments without a legally valid contract between you and the Customer;
  6. Deliberately misleading Customers, Paybyrd, Financial Institutions, Intermediaries, Suppliers and/or
    third parties, and
  7. Committing Fraud or aiding and abetting and/or allowing fraudulent activities.

 

ARTICLE C.2. – PAYMENT METHODS

The Payments platform enables your Customers to use different Payment Methods. Each Payment Method has
its own characteristics, risks and conditions, including cost structure, payment term, the manner in
which payment is made, and the possibilities offered to Customers to dispute the payments or claim
refunds.

We publish these conditions clearly on our public website or through the final pricing and
customer details form.

When you enable a Payment Method via the Dashboard, we assume that you understand and accept the
conditions of that Payment Method. Paybyrd may add new Payment Methods in the future, which must in
general be activated before they can be used in the Payments platform. Paybyrd reserves the right to
delete Payment Methods from the Payments platform and may deny the Organization use of a specific
Payment Method.

 

ARTICLE C.3. – FOREIGN CURRENCY

Paybyrd offers you the possibility to receive payments from your Customers in different (foreign)
currencies. When you use this option, Paybyrd converts the payments for you into an amount in euros or
pays them out in the original currency.
The amount to be received by you is calculated by Paybyrd per individual payment on the basis of the
buying rate (combination of, among other things, the exchange rate of the currency at the time of the
payment and the costs as charged by Paybyrd’s supplier) and a mark-up.

Refunds to your customer, regardless of whether the refund is initiated by you or your customer, will be
converted by Paybyrd into the (foreign) currency that your customer used during the payment to you.
Your customer will always receive the full amount of the payment. The amount you will be charged for the
refund will be calculated by Paybyrd on the basis of the buying rate (combination of, among other
things, the exchange rate of the currency at the time of the reimbursement and the costs as charged by
Paybyrd’s supplier) and a mark-up.

 

ARTICLE C.4. – ACCOUNT HOLDER PAYMENT CURRENCY

Paybyrd will have the right to offer the Account Holder the option to use a different Payment Currency
than the Order Currency, in which case the Merchant will still always receive Settlement of the
Transaction amount in the Order Currency (except in case another currency is agreed in the Merchant
Agreement or the Merchant does not make a bank account available for Settlement in the Order Currency).

 

ARTICLE C.5. – CARDHOLDER AUTHENTICATION METHODS

For all Transactions processed through the Hosted Payment Pages, 3D Secure authentication will be offered
as option to use by the Merchant where supported by the Acquirer and Payment Method used in combination
with the then current Software of Paybyrd.

 

ARTICLE C.6. – FRAUD CONTROL

All Transactions processed by the Paybyrd Services can be screened by the Paybyrd Fraud Control Tool,
which performs a number of checks on the Transactions and attaches a resulting total score to each
Transaction, which represents the likelihood of the Transaction being fraudulent.

The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against
resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent
or non-fraudulent.

Paybyrd reserves the right to change the scoring values as set by the Merchant in the Fraud Control Tool
in case Paybyrd in its reasonable discretion on the basis of clear and objective indications judges
these to pose an unacceptable risk for accepting fraudulent Transactions or creating increased
Chargeback levels. (Paybyrd is not under any obligation to check these or any other setting made by
Merchant in the Customer Area.)
Furthermore, Paybyrd has the right to add new checks to the Fraud Control Tool or change existing checks
without prior notice.
For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised.
The final responsibility for accepting or rejecting a Transaction will remain with the Merchant.

Paybyrd reserves the right to cancel Transactions that it has reasonable grounds to suspect to be
fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the
Transaction.

 

ARTICLE C.7. – CAPTURES

For some Payment Methods it is possible to ask for Authorization of a payment (to check whether the
Account Holder indeed has an account that can be charged for the payment amount) without immediately
Capturing the Transaction. The prior Authorization gives the Merchant some additional assurance that
when Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or subject
to Chargeback).

The Merchant is responsible for Capturing Transactions; this can be realized via the Customer Area or the
API. Merchant understands that Authorized Transactions have a limited maximum Capture Period in which
they can be Captured which is set by the Issuing Bank or the relevant Scheme Owner.

Beyond the applicable Capture Period, the additional assurance granted by the prior Authorization is no
longer valid, increasing the chances of the Capture not leading to a successful Settlement of the
related payment. It is Merchant’s responsibility to check the applicable Capture Period via the Customer
Area to ensure it timely Captures Authorized Transactions. Merchant should generally take into account
that the Capture Period can be as short as 5 days after Authorization.

 

ARTICLE C.8. – SETTLEMENTS

Subject to the Deposit being at the applicable Deposit Level, funds from the Account Holders charged for
the validly processed Transactions of the Merchant which are Acquired via Paybyrd are paid by the
Acquirer or the Scheme Owner to the merchant or to Paybyrd in applicable cases, who will subsequently
Settle received funds to the Merchant.

Paybyrd is only obliged to provide Settlement of Transactions for which it has received settlement(s) by
the Acquirer or the Scheme Owner. It is Merchant’s responsibility to evaluate if the conditions imposed
by the Payment Methods for settlement (as communicated from time to time via the Customer Area and/or by
the Scheme Owners themselves via their websites and other communication channels to the Merchant) are
acceptable to the Merchant.

This is specifically relevant for the Merchant to take into account with respect to Payment Methods that
are not monitored and regulated by governmental financial services authorities such as but not limited
to non-Card Scheme related prepaid cards and SMS and IVR payments. Merchant understands and agrees that
Paybyrd will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the
Acquirer or Scheme Owner due to which Merchant receives late Settlement or no Settlement at all for
processed Transactions.

Paybyrd reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to
be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Paybyrd
and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Paybyrd’s
investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any
of these parties. The Merchant will give its full co-operation to any such investigation.
No interest will be due over amounts held by Paybyrd prior to Settlement of such funds to the Merchant,
except in case Settlement is delayed for more than 30 days due to the intent or gross negligence of
Paybyrd. In such case interest will be due by Paybyrd over the late Settled amount at the rate of the
3-month EURIBOR rate +2%.
Paybyrd may not sell or pledge its receivables on or via the Scheme Owners resulting from Transactions
processed for a Merchant.

 

ARTICLE C.9. – DATA REQUIREMENTS

Merchant shall from time to time on the first request of Paybyrd provide all required information
regarding the then current actual or expected Delivery Dates for processed Transactions and estimates
for the average time between Transaction Authorization and the related Delivery Date.

Further Merchant shall provide Paybyrd on its first request with all requested information on Merchant’s
then current ability to provide the Merchant Products and Services, its financial status, solvability
and liquidity.

This information is used by Paybyrd to estimate the likely Uncompleted Order Amount as used to determine
the Deposit Level.

In case Paybyrd has reasonable grounds to question:

  1. the accuracy or reliability of the information regarding Delivery Dates and/or
  2. Merchant’s financial stability and/or
  3. its ability to provide the Merchant Product and/or the Merchant Services to the Account Holders.

Paybyrd may in its discretion take this into account in estimating the Uncompleted Order Amount for
setting the Deposit Level. Paybyrd will not take such action arbitrarily and will where reasonably
possible (considering the grounds and urgency of the adjustment) request and consider Merchant’s input
on Paybyrd’s amended assessment of the Uncompleted Order Amount before using it to amend the Deposit
Level.

SECTION D: MERCHANT OBLIGATIONS

 

ARTICLE D.1. – SCOPE OF ACCEPTANCE

Merchant may only use the Services for payment of those Merchant Products and Services which Merchant
registered for when entering into the Merchant Agreement with Paybyrd as reflected in the Merchant
Agreement.

The acceptance by Paybyrd of Merchant as customer is strictly linked to the description of Merchant’s
Products and Services Merchant registered for when entering into the Merchant Agreement. Merchant must
ask prior written approval for any change or addition to the Merchant’s Products and Services prior to
submitting payment requests therefor.

Merchant may obtain a written waiver for Products and Services in the ‘restricted’ section of this list,
but such waiver may be revoked by Paybyrd in its discretion. This list may be updated in Paybyrd’s
discretion where needed to ensure legal compliance, compliance to Scheme Rules, prevent high levels of
Chargebacks, reputational risks and/or to reduce exposure to potentially fraudulent or illegal
transactions. Merchant will be informed of updates of this list by Paybyrd publishing an updated list in
the Customer Area. Where a published change affects a significant portion of the Merchant’s Product or
Services, Merchant may terminate the Merchant Agreement by giving written notice to Paybyrd.

 

ARTICLE D.2. – PROHIBITED ACTIVITIES

The merchant must only accept payments and process them via Paybyrd’s Payment platform for the lawful
sale of legal goods and services. There are certain categories of Organizations and activities for which
the Payment Services cannot be used. Most of these categories are imposed by the Financial Institutions
which are used by Paybyrd to process Transactions.

Paybyrd keeps a list of prohibited activities. Activities for which Paybyrd cannot provide its services
include, but are not limited to, the following categories of products or services that (can) constitute
an unacceptable risk for Paybyrd’s reputation:

  1. erotic content or services,
  2. high-risk financial products or services,
  3. certain medicines,
  4. illegal or stolen products/services,
  5. illegal games of chance,
  6. narcotics and certain food supplements.

Paybyrd has made the full list of prohibited activities, products and services available on its public
website. Paybyrd can change this list at all times and remove or add activities.

By registering with Paybyrd, you confirm that you will not use our services for activities other than
those approved during registration or explicitly approved by Paybyrd afterwards.

If Paybyrd thinks or suspects that, in spite of this, you are accepting payments for prohibited
activities as referred to in this Agreement, you must end these prohibited activities immediately at
Paybyrd’s request.

If you have not ended the prohibited activities within the timeframe set by Paybyrd, Paybyrd reserves the
right to terminate the Agreement with immediate effect. In case of doubt, you should contact Paybyrd
Support for further information.

 

ARTICLE D.3. – MERCHANT OBLIGATIONS & RESTRICTIONS

Paybyrd’s acceptance of Merchant as a customer should not be interpreted as an advice or opinion of
Paybyrd as to the legality of Merchant’s Products and Services and/or of Merchant’s intended use of the
Services, therefore. Merchant is and remains solely responsible to ensure the Merchant Products and
Services sold are compliant with the Scheme Rules and applicable laws in its country of origin and the
countries its customers are based in.
Further some Payment Methods apply additional restrictions as set out in the applicable Scheme Rules
which Merchant must at all times ensure compliance with.

The Services of Paybyrd may not be used (and Transactions may not be submitted for processing) for
prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 12
months after the date the Transaction is submitted for processing.

For E-commerce Transactions, Merchant is obliged to provide on its website the following information to
an Account Holder for every Transaction: (i)complete description of the goods or services offered,
(ii)returned merchandise and refund policy, (iii)customer service contact (including email address
and/or telephone number), (iv)address, (v) delivery policy, (vi) Merchant’s consumer data protection
policy and all other legally required information to be provided to the Account Holder in the relevant
jurisdiction.

The Merchants must maintain a copy of all electronic and other records related to the Transaction and the
ordering and delivery of the Merchant Product and Services for the greater of (i) 2 years subsequent to
the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product
and Services.

The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices
for the delivered Merchant Product and Services and all contacts with the Account Holder. In case of
investigations by Paybyrd, the Acquirers and/or the Scheme Owners with respect to Chargebacks, suspected
fraud or other RFI’s from the Scheme Owners, Merchant will fully co-operate in the auditing of such
records.

Merchant’s obligations to maintain documentation of its business according to applicable laws remain
unaffected by this clause.
Merchant shall not honor delivery address changes for any Transaction after requesting the
Authorization.

 

ARTICLE D.4. – LAWS AND REGULATIONS

The merchant warrants and guarantee that your activities, both online and offline, comply with the
relevant laws and regulations and this Agreement.

The merchant must ensure the correct use of the Payment platform and the manner in which the Payment
platform is applied. The merchant must inform your Customers how they can use the Payment platform in a
correct and safe manner.

The merchant guarantees as well that you will not perform or omit any acts – and see to it that your
Customers do not perform or omit any acts – regarding which you know or reasonably ought to know that
such acts or omissions will result in use of the Payment platform that is punishable and/or unlawful, or
might possibly cause damage.

 

ARTICLE D.5. – WARNING – SCHEME OWNERS FINES

For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and
in particular the Card Schemes) can levy significant Fines, ranging from 25.000 Euro to over 1 million
Euro. The Scheme Owners do this to protect the Account Holders, Merchants and providers of the Payment
Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational
damage and excessive costs.

Key examples of Scheme Rules which are subject to such Fines:

  1. using the Payment Method for other Merchant Products and Services than for which the Merchant
    received express authorization to use it for;
  2. using the Payment Method for Merchant Products and Services which are violating applicable laws;
  3. using the Payment Method for selling Merchant Products and Services for which the Scheme Owner
    explicitly prohibited its use (e.g. adult content, drugs, arms, gambling);
  4. using the Payment Method for the benefit of a third party / reselling the use of the Payment Method
    to a third party (the authorization for Merchant to use a Payment Method is strictly personal);
  5. percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable
    acceptable level (see clause 7.1 for more information on this);
  6. breaches of security and confidentiality obligations with respect to Payment Details (see Article
    G.8 and SECTION H more information on this);
  7. fraudulent, misleading activities of which Account Holders are the victim.

Via the Customer Area more detailed information on then current applicable Fines and Scheme Rules is
available for Merchant. Merchant is strongly advised to regularly review the then current Scheme Rules
and relevant changes to applicable laws as applicable to its Merchant Products and Services and business
practices to ensure their compliance to applicable Scheme Rules.
Paybyrd assists Merchant in this by providing access to and summaries of applicable Scheme Rules via the
Customer Area. Where Merchant finds the Scheme Rules (including Fine possibility) to be unacceptable,
Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and
these terms remain applicable to previously processed Transactions for Merchant).

Where Paybyrd becomes aware of and/or received any notice of a potential exposure to a Fine related to
any Merchant behavior, Merchant will on first request provide all reasonable co-operation to help
investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other
rights and remedies of Paybyrd in such situation as per the Paybyrd Terms and Conditions. Where possible
Paybyrd will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the
potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner. If Fines are
applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Acquirer
to Paybyrd as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify
and hold Paybyrd harmless from any Fines applied by the Scheme Owners as a result of Merchant’s breach
of the terms of the Merchant Agreement and/or the Scheme Rules.

 

ARTICLE D.6. – INFORMATION PROVISION

You are responsible for the clear and orderly inclusion of the following information on your site:

  1. your contact information (or that of the customer service), consisting of at least the address,
    telephone number and e-mail address;
  2. Information on the prices of your products and/or services;
  3. delivery information, especially timeliness and charges;
  4. payment terms;
  5. where relevant, information on subscriptions, the term of a subscription and the way in which it can
    be canceled.

You must also be clear and proactive in communicating any delay in delivery or the cancellation of an
order. If Paybyrd receives complaints about you, and such complaints necessitate an investigation or
other activities to be carried out by Paybyrd, such to be determined by Paybyrd, Paybyrd will have the
right to charge you for the costs to be determined for this investigation.

SECTION E: PAYMENTS AND FUNDS

 

ARTICLE E.1. – SAFEGUARDING CUSTOMER FUNDS

Paybyrd and its partner Financial institutions are obligated to safeguard the funds received on your
behalf. For this purpose, Paybyrd and its Financial partners use a separate entity, Stichting Paybyrd
Payments (SPP) or equivalent from the financial partner. Parties acknowledge and agree to the fact that
SPP or it partner equivalent can receive funds on behalf of Parties and saves them in the manner as
instructed by Paybyrd. SPP is not required to verify the correctness of these instructions from Paybyrd.
Consequently, each payment made by SPP is made on the instructions of Paybyrd, and each incorrect
payment is therefore the consequence of incorrect instructions to that effect given to Paybyrd. Each
request for a payment to which you are or think you are entitled will therefore be a request to Paybyrd,
and you hereby waive your right to demand the amount from SPP and financial partner equivalent or to
take legal action to demand such an amount from SPP or its equivalent.

 

ARTICLE E.2. – RATES AND PRICING

Paybyrd charges a rate per successful Transaction. The amounts of the rates Paybyrd charges are displayed
in your Dashboard. Where this is not the case, the basic rate displayed on the public website of Paybyrd
is applicable. Paybyrd shall be unilaterally entitled to raise the prices for its Services, with three
(3) months prior notice. Said price increases shall only become effective for the Services rendered by
Paybyrd starting at the end of the notice period. The Merchant may, however, during the three months’
notice period, cancel the Merchant Agreement with Paybyrd for which the price increase is applicable by
providing written notice to Paybyrd per the end of the three-month notice period.

All final rates and pricing will be placed on the final rates and customer details form.

For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by
the Acquirers or Scheme Owners for the use of their Payment Methods where such fees are not included in
the fees charged by Paybyrd (e.g. in case the Interchange Fee is increased by the relevant Scheme Owner
or Acquirer where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.

Without notification on your part and/or failure to terminate the Agreement, the rate increase will take
effect on the date as initially set by Paybyrd.

All rates listed in this Agreement or on Paybyrd’s site are exclusive of VAT and other government
charges, unless explicitly stated otherwise.

 

ARTICLE E.3. – TRANSACTIONS

Paybyrd only processes Transactions that are authorized by the relevant Intermediary/Intermediaries
and/or the Financial Institution involved in the specific Payment Method and/or Customer. You yourself
are responsible for checking the correctness of the Transaction Data presented to the Payments platform
in connection with the purchase of products and/or services.

On each Transaction, there will only be a contractual relationship between you and the Customer(s) on the
one hand, and a Financial Institution and Customer on the other. Paybyrd and SMP explicitly remain
outside these contractual relationship(s), which also means that no obligations exist or arise for SMP
and/or Paybyrd as a result of those contractual relationships.

 

ARTICLE E.4. – BLENDED FEE / MSC CALCULATION

For the ‘Blend Fee’ pricing structure for the MSC, Merchant acknowledges that the underlying Interchange
Fee is calculated by Paybyrd based on Traffic characteristics provided by the Merchant and documented in
the Merchant Agreement when agreeing the Blend Fee. If the actual Traffic differs materially from the
figures provided by the Merchant, Paybyrd has the right to proportionally adjust the Blend Fee per
direct, based on the actual then current Traffic characteristics. Reason for this is that certain types
of Transactions (e.g. Transactions made with Credit Cards issued outside Europe for transactions with
European Merchants) are charged at higher rates by the Card Schemes than similar Transactions with
European issued Cards.

For the ‘Interchange Plus’ pricing structure, Merchant acknowledges that the actual MSC is calculated by
Paybyrd based on the actual then current Interchange Fee per Transaction attracted by that Transaction,
according to Card Scheme Interchange pricing which varies from time to time. The then current Card
Scheme Interchange pricing level is published by the Card Schemes. In the Customer Area (internet links
to) the then current published Interchange Fees are published.

The agreed MSC pricing structure is documented in the Merchant Agreement and on the final rates
and customer details form.

 

ARTICLE E.5. – PAYMENT

Merchant agrees with the withholding of any fees and other sums due to Paybyrd under the Merchant
Agreement including Chargebacks and Fines from the Settlement amounts and including funds required to
meet the then current Deposit Level requirements. If the Settlement amounts are not sufficient to cover
amounts due to Paybyrd, the amounts remain due as per the due date as stated on the invoice and shall be
paid separately by the Merchant within 30 days of the date of the relevant invoice.

Paybyrd has the right at any time to require immediate payment of sums or to set-off Merchant’s debts to
Paybyrd against Settlements to Merchant in the following cases:

  1. I. Refunds and/or Chargebacks in case the outstanding Refund and/or Chargeback amounts exceed the
    Settlement amount.
  2. II. Any amount required by Paybyrd to cover any (potential) liability of the Merchant under this
    Agreement.
  3. III. Any other charges or amounts due by Merchant under this Agreement including Fines from the Card
    Schemes.

Interest shall accrue on any unpaid amounts owed by the Merchant to Paybyrd at the rate of 1% per month.

 

ARTICLE E.6. – FUNDS SEGGREGATION

All payments made by your Customers via one or more Transactions, after deduction of the costs withheld
by the Financial Institution, which are not included in Paybyrd’s rates, are received by SPP or kept at
the account of the Acquiring Financial Institution (AFI). SPP/AFI is a separate entity for the sole
purpose of safeguarding funds received on your behalf. SMP keeps amounts which you owe to Paybyrd for
Paybyrd, and the remainder for the merchant. Where necessary, you hereby authorize Paybyrd to receive
all payments relating to your Transactions in the account(s) of SPP or to be kept at AFI.

 

ARTICLE E.7. – SETTLEMENTS CRITERIA

The payment of a Balance to you will be made from a threshold value, usually €5 (five euros), unless
Parties have agreed otherwise. In the event that Paybyrd discovers a difference in the payment made to
you and the outstanding Balance, Paybyrd reserves the right to settle the difference or reclaim the
incorrect payment until the situation has been corrected. You can set the settlement frequency in the
Dashboard.

Paybyrd is entitled to change the settlement frequency or to suspend Payment Services and settlements
(temporarily), or to cancel Transactions, for instance in case of complaints, attachments or
investigation into possible Fraud (see also ARTICLE F.1). Your obligations relating to the use of the
Payments platform will remain fully in force during this period.

 

ARTICLE E.8. – DEDUCTIONS AND RECEIVABLES

All payments made by your Customers via one or more Transactions, after deduction of the costs withheld
by the Financial Institution, which are not included in Paybyrd’s rates, are received by SPP or AFI.
SPP/AFI is a separate entity for the sole purpose of safeguarding funds received on your behalf. SPP/AFI
keeps amounts which you owe to Paybyrd for Paybyrd, and the remainder for you.

Where necessary, you hereby authorize Paybyrd to receive all payments relating to your Transactions in
the account(s) of AFI.

SECTION F: CHARGEBACKS AND REFUNDS

 

ARTICLE F.1. – CHARGEBACK LIABILITY

Many Scheme Owners, and in particular including most Scheme Owners issuing Credit Cards allow Account
Holders to Chargeback Authorized and Settled Transactions by requesting a Chargeback from the Scheme
Owner or the Issuing Bank.

Merchant’s receipt of a Settlement and/or Authorization confirmation regarding a particular Transaction
therefore does not unconditionally entitle Merchant to receive Settlement of the Transaction amount or
to keep the Settled amount, as in case the Account Holder claims a Chargeback in accordance with the
relevant Scheme Rules, Merchant loses entitlement for the relevant amount and must return it via Paybyrd
to the Account Holder. Please check the relevant Scheme Rules to see which Payment Methods allow
Chargebacks and what procedures apply. Paybyrd credits an Eligible Merchant’s Bank Account with
Settlement amounts on the condition that no Chargeback shall occur. If there is a Chargeback, Paybyrd is
authorized to debit the credit that was made to the Bank Account.

Scheme Owners and Paybyrd do not accept Merchant generating excessive levels of Chargebacks as
Chargebacks are an indication of Merchant’s inability to provide the Merchant Products and Services in
accordance with Account Holder expectations and create additional work and costs for all parties
involved (including Scheme Owner, the Issuing Bank and Paybyrd).
If Chargeback levels of the Transactions of the Merchant for a specific Payment Method are above levels
acceptable for Paybyrd and/or the relevant Scheme Owner for that Payment Method or are expected to
become above unacceptable levels, Paybyrd reserves the right to suspend the availability of said Payment
Method in its discretion.

In general Merchant should take into account that a Chargeback level of more than 0.5% of the total
volume of Transactions which is Authorized, is considered unacceptable for Paybyrd and most Scheme
Owners and can lead to suspension of Transaction processing for the relevant Payment Method and/or Fines
being applied (for which Merchant will be responsible). For some Payment Methods higher or lower
tolerances for Chargeback levels may apply, please check the relevant then current version of the
relevant Scheme Rules for this (see Customer Area for more information). Please note that the relevant
Scheme Owner, Acquirer and/or Paybyrd not taking immediate action in case of excessive Chargeback levels
occurring cannot be interpreted as consent or a waiver of related rights by Paybyrd, the relevant
Acquirer or Scheme Owner.

Merchant may not provide Refunds to an Account Holder for a previously processed Transaction using a
different Payment Method than the method used for the original Transaction. The original Transaction can
in such case still be subject to Chargeback by the Account Holder or Issuer, causing the Merchant having
to refund the received funds twice. This is a well-known method to make fraudulent use of stolen Credit
Cards at the expense of Merchants.

In case Paybyrd has reasons to suspect that Merchant is not delivering its Merchant Services or Merchant
Product on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if
Paybyrd has reason to suspect that the Merchant Products or Merchant Services for which Paybyrd
processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal,
Paybyrd has the right to suspend Settlement of all related Transactions and/or block Authorizations
therefor until Paybyrd has been given assurances to its satisfaction that the relevant Merchant Products
and Services are actually delivered in accordance with applicable laws and orders placed by the Account
Holder.

 

ARTICLE F.2. – CHARGEBACK FEES

For every Chargeback, a non-refundable Chargeback Fee will be charged to the Merchant as set out in the
Merchant Agreement.

 

ARTICLE F.3. – CHARGEBACK PAYMENT

For every Chargeback where Paybyrd is obliged to pay the Chargeback amount, Merchant gives Paybyrd
authority to deduct the same amount from the Merchant Settlements or where the Settlement amount is too
low, from the Deposit.

 

ARTICLE F.4. – CHARGEBACK RECOVERY

As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Merchant
acknowledges and agrees that, notwithstanding the termination of the Merchant Agreement for any reason,
Paybyrd shall remain entitled to recover Chargebacks and Chargeback Fees and related Fines from the
Merchant in respect of all Chargebacks that occur in relation to Transactions effected during the term
of the Merchant Agreement.

 

ARTICLE F.5. – REFUNDS

Paybyrd gives no guarantees and accepts no liability for Transactions that are automated and completed,
but which at a later stage, in whatever form, are reversed by the Customer or the Financial Institution.
Such Refunds may be the (non-limitative) result of:

  1. a dispute with the Customer;
  2. unauthorized or incorrectly authorized Transactions;
  3. Transactions that do not comply with the rules of the relevant Transaction-processing network of the
    card-issuing agency involved or this Agreement, or which are allegedly unlawful or suspicious, or
  4. other reasons used by the Card Network, the Financial Institution or the Cardholders card-issuing
    institution.

You are fully responsible and liable for Refunds, irrespective of the reason for, timing of or
termination of the Refund. In the event of a Refund, you will be immediately liable to Paybyrd for the
entire amount of the Refund, together with any costs and penalties, including the penalties that could
be imposed on Paybyrd by the Intermediary/Intermediaries and Financial Institution.

You agree that Paybyrd may, and hereby authorize Paybyrd to, set off the total claim based on the Refunds
against your claim against Paybyrd, or debit the amount from the bank account known to Paybyrd. If
Paybyrd is unable to collect this claim itself, you must pay Paybyrd the full amount immediately on
request.

In addition to the above, if there is a suspicion that a certain Transaction can result in a Refund,
Paybyrd will be entitled to retain the amount of the possible Refund, or to withhold it from the
balances you are yet to receive, until the time that:

  1. a Refund is established as a result of a complaint from a Customer, in which case the Financial
    Institution will retain the funds;
  2. you have successfully disputed a Refund;
  3. under the relevant laws or regulations, the period has expired during which a Customer can dispute
    the Transaction in question; or
  4. we have established that a Refund will not take place anymore.

You have the possibility to dispute the Refund imposed on you. We can assist you in doing so by means of
notifications and software. We, however, do not accept any liability for our role or our assistance in
disputing the Refund. You declare that you will provide us in a timely fashion, at your own expense,
with the information needed to investigate and help resolve the Refund. You give us permission to share
relevant information with the card holder, the card-issuing institution and the Financial Institution to
help resolve a dispute.

You are aware that not providing us in a timely fashion with complete and accurate information can result
in a final, irreversible Refund. If the card-issuing institution or the relevant
Intermediary/Intermediaries does/do not resolve a dispute to your advantage, we can claim the amount of
the Refund and related costs from you, as specified in this Agreement. We reserve the right to charge
costs for our investigation and the mediator’s role in relation to Refunds.

Paybyrd, the Financial Institutions or the Intermediary/Intermediaries may decide that you are
responsible for an excessive number of Refunds. An excessive number of Refunds can result in additional
costs and penalties. They can also lead to restrictions in the way in which you can use our services,
including, but not limited to:

  1. changes in the conditions for and the amount of the guarantee to be retained by Paybyrd;
  2. increase of the costs charged;
  3. delay in outpayments, or
  4. possible suspension or termination of the Payment Services provided by Paybyrd.

In the event of an excessive number of Refunds, the Financial Institutions and/or Intermediaries can also
implement additional checks and restrictions in the processing of your Transactions.

 

ARTICLE F.6. – REFUND CHARGES

Refunds will be charged as a Transaction by Paybyrd and a Refund fee can be applied by Paybyrd after
giving prior notice to Merchant, if manual intervention is needed or additional costs are incurred by
Paybyrd to process such Refund.
Paybyrd will not execute a Refund (meaning the relevant sum will not be returned by Paybyrd to the
relevant Account Holder, directly or via the relevant Acquirer / Scheme Owner) in case the funds for
this cannot be subtracted from the next Settlement. Refunds are not funded by Paybyrd from the Deposit
(as the Deposit is not calculated taking Refunds into account) or funded from its own means. On
Merchant’s request an additional deposit specifically for funding Refunds may be created with Paybyrd to
ensure the immediate execution of Refunds, irrespective of then current Settlement amounts.

 

ARTICLE F.7. – NO REFUND OF FEES

Fees charged for executing the original Transaction will not be refunded in part or in whole to the
Merchant if the Transaction is Refunded or made subject to a Chargeback.

SECTION G: INTEGRATION

 

ARTICLE G.1. – HOSTED PAYMENT PAGES AND iFRAME

The Services shall be used by the Merchant for Card Not Present Transactions via the Hosted Payment Pages
unless agreed otherwise in the Merchant Agreement. The Merchant redirects the Account Holder to the
secured Hosted Payment Page of Paybyrd. The Hosted Payment Pages can be tailored on some points by the
Merchant by using the standard ‘skin’ options embedded therein.

Merchant shall not capture, register and/or have the Account Holder fill in, any Payment Details
(expressly including Credit Card data) on its own site, but will use the Hosted Payment Pages instead to
have the Account Holder submit its Payment Details there. Merchant will not use screen grabbing or other
emulation technologies to input Payment Details onto the Hosted Payment Pages.

 

ARTICLE G.2. – HOSTED PAYMENT PAGES

(The following is only applicable for Merchants with which Paybyrd expressly agreed to provide a Payment
Interface via the API method for Card Not Present Transactions.)

Connections to the API interface are made with “REST API” calls using HTTPS. Authentication is performed
via a combination of username/password, IP and/or client certificate checks.
If Merchant does not activate 3D-Secure for Transactions offered via the API interface where such option
is available, Merchant understands that a higher Interchange Fee may be applied by the Card Schemes /
Acquirers and other restrictions may be applied by the Card Schemes / Acquirers.

The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules
and on Paybyrd’s first request demonstrate such compliance and provide its valid certification of its
compliance.
If the Merchant cannot prove the compliancy to the PCI-DSS rules or its certification/compliancy becomes
invalid, Merchant will notify Paybyrd immediately.

Paybyrd has the right to immediately suspend Transaction processing for Merchant in case Paybyrd has any
indication that Merchant is not compliant with the PCI-DSS standards which Merchant cannot immediately
prove to be not founded. Merchant shall fully indemnify and hold Paybyrd harmless from any losses,
claims (including applied Fines by the Scheme Owners), costs or damage Paybyrd incurs as a result of
Merchant’s breach of this obligation.

 

ARTICLE G.3. – MERCHANT EQUIPMENT AND POS TERMINALS

The Merchant shall be solely responsible for the installation, servicing, maintenance, security and
operation of the equipment and software needed to connect to the Payment Interface and submit
Transactions for processing by Paybyrd.

Paybyrd provides standard software modules and installation guides to the Merchant to help enable the
connection to the POS Payment Interface and may provide software tooling to interact with POS Terminals
provided or approved by Paybyrd to connect to the API. Paybyrd shall ensure its input is provided in a
professional manner, but Merchant remains responsible to ensure the correct implementation and use of
the Services in its own systems in accordance with the then current installation and usage instructions
and software updates provided by Paybyrd via the Customer Area.

Merchant may only submit POS Transactions to Paybyrd if this is explicitly agreed in the Merchant
Agreement. Merchant may only submit POS Transactions for processing using POS Terminals approved by
Paybyrd for such purpose from time to time, adhering strictly to any then current usage instructions as
issued by Paybyrd with respect thereto via the Customer Area, including by updating the software
embedded on the POS Terminal with software updates made available by Paybyrd.

Where a standalone or Paybyrd integrated POS Terminal is provided by Paybyrd or recommended for use by
Merchant in combination with a third party device like a tablet, I-pad, cash register etc., a “Third
Party Device”, Merchant must install the then current version of the software and related updates issued
by Paybyrd for such Third Party Device on such Third Party Device.

Paybyrd is not responsible or liable with respect to the proper functioning of the Third-Party Device and
use of such third-party device will be subject to license and usage terms imposed by the relevant
third-party providers of such Third-Party Device. Then current supported Third-Party Devices are listed
in the Customer Area.

Paybyrd may also provide Merchant with software building blocks (such as software libraries) to enable
Merchant to create applications to interact with Paybyrd provided or Paybyrd approved POS Terminals.
Support by Paybyrd with respect to the use of such tooling and software building blocks and the
applications created therewith, is not included in the Services of Paybyrd and such tools are provided
on an “as is” basis without any warranty.

 

ARTICLE G.4. – MERCHANT INTEGRATION RESPONSIBILITY

It is the responsibility of the Merchant to comply with the relevant instructions and installation
manuals issued by Paybyrd regarding its integration into the Paybyrd Services and Software, including
updates issued from time to time to Merchant via the Customer Interface. Paybyrd is not obliged to
provide notification of changes to the Software and the interfaces thereto which would not impact
Merchant’s use of the Services if it had correctly followed the integration instructions and other usage
manuals.

 

ARTICLE G.5. – DEFENSIVE PROGRAMMING

Paybyrd strongly advises to use “defensive programming” when integrating with the Paybyrd Services. This
implies for example that automated decisions programmed into the systems of Merchant should be defaulted
to non-delivery of products and services. E.g. program your systems only to deliver products or services
after receiving an express authorization of the payment requested and not program your system to deliver
in case no explicit rejection is received.

 

ARTICLE G.6. – AUTHORISED PAYMENT STATUS

If a payment request receives the status “Authorized” (or similarly worded status), this means the
payment transaction is likely to be successful. However, this is not 100% certain.

Payment may still be blocked or subject to Chargeback by the Account Holder (where Chargeback is possible
under the relevant Scheme Rules). The likelihood of a payment marked as “Authorized” being blocked or
unsuccessful depends on the Payment Method which is used. For example, for direct debit transactions
this risk is significant because in most cases the status “Authorized” only means the Account Holder’s
bank account exists and not that there are enough funds on the bank account to actually perform the
payment.

 

ARTICLE G.7. – CHANGES TO API AND SOFTWARE

Paybyrd reserves the right to change or amend the Software and the interface to it at any time, to
provide the Merchant with a new version thereof, and/or to change the functionalities and
characteristics of the Software. No changes will be implemented by Paybyrd which materially reduce
functionality of the Services which was explicitly committed to be provided under the Merchant
Agreement, except where this is made necessary by:

  1. the need to follow generally accepted changes in industry standards.
  2. changes in applicable laws or Scheme Rules.
  3. the need for increased security due to security risks identified by Paybyrd.
  4. other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly
    impacted by a material reduction of functionality due to a change in the Software, it may terminate
    the Merchant Agreement by giving written notice to Paybyrd within one month after Paybyrd announced
    the change.

Paybyrd will announce material changes to the API Interface for the Merchant where reasonably possible at
least 6 months in advance to allow Merchant to prepare for any impact. Paybyrd endeavors to minimize
changes to the API Interface. Shorter notice periods may have to be made to comply with applicable laws,
changes in requirements from Acquirers or Scheme Owners or the need for increased security due to
security risks identified by Paybyrd.

 

ARTICLE G.8. – SECURITY OF PAYMENT DETAILS

Merchant guarantees not to copy, capture or intercept Payment Details such as credit card numbers, CVM
Codes, ‘PIN’ codes that are entered on the Hosted Payment Page or on the POS Terminal. This rule is
imposed by the Scheme Owners to protect Account Holders against misuse of their Payment Details (like
credit card numbers) and is strictly enforced by the Scheme Owners, and a violation of this rule can
lead to the application of high Fines by the Schemes Owners. If Paybyrd has reason to believe that
Merchant is copying, capturing or intercepting Payment Details, Paybyrd has the right to suspend
processing of Transactions and Settlement. Merchant shall fully indemnify and hold Paybyrd harmless from
any losses, claims (including applied Fines by the Scheme Owners), costs or damage Paybyrd incurs as a
result of Merchant’s breach of this obligation.

SECTION H: SERVICE LEVEL AGREEMENTS

 

ARTICLE H.1. – CUSTOMER SUPPORT

Regular support is available by email, web or telephone on Business Days on Working Hours. Emergency
support is provided 24 hour per day. Supported helpdesk languages are English, Portuguese and Dutch.
Support documentation is available in English. The support web site will contain a knowledge base, news
items and troubleshooting helpers on a personalized basis.

 

ARTICLE H.2. – UPTIME COMMITMENT PAYMENT PLATFORM

Paybyrd commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.9%
(measured on a quarterly basis) of the Payment Interface, to receive Transaction requests, excluding
from the uptime calculation any downtime of the Payment Interface caused by acts or omissions of
Merchant, Acquirers or Scheme Owners, changes implemented on specific Merchant request, general internet
failures, failures of individual Payment Methods or force majeure.
Merchant is obliged to immediately notify Paybyrd of any downtime of the Payment Interface which it
experiences and to provide all reasonably requested co-operation in investigating and resolving any such
downtime.

Paybyrd uses all reasonable efforts to avoid having to take the Payment Interface offline for executing
planned maintenance. Should under exceptional circumstances such maintenance nevertheless proves
necessary, Paybyrd will provide as much notice as practically possible and plan such maintenance in a
manner and on a date and time to minimize the potential number of affected potential Transactions for
all its Merchants. Should under emergency situations (e.g. in case of force majeure event or terrorist
attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken
offline, Paybyrd will use all available resources to keep the required downtime to the absolute minimum.

 

ARTICLE H.3. – BACKOFFICE MAINTENANCE

Planned maintenance to the back office of Paybyrd’s payment processing system (the Customer Area) will
happen in the standard weekly maintenance window on Tuesdays 07:00 – 07:15 hours CET or at other times
as determined by Paybyrd and communicated to Merchant. The Customer Area may be temporarily not
available during planned maintenance. As specified in clause 6.1 back-office maintenance will only in
exceptional circumstances affect the availability of the Payment Interface for accepting Transactions.

SECTION I: SECURITY AND CONFIDENTIALITY

 

ARTICLE I.1. – SECURITY AND COMPLIANCE

Paybyrd takes reasonable measures to provide a secure payment system and shall keep its systems used to
provide the Services PCI-DSS certified.

 

ARTICLE I.2. – SECURITY AND FRAUD MEASURES

Paybyrd can provide you with security procedures and measures or make suggestions with a view to reducing
Fraud. These procedures and measures can include processes or systems developed by Paybyrd or by third
parties, including, but not limited to, the introduction of two-factor authentication (2FA) for logging
in to the Dashboard. You agree to assess these procedures and measures and choose which of them are
appropriate for your activities in order to protect you against unauthorized Transactions, and, if
necessary, to use additional procedures and systems not provided by Paybyrd. Switching off or refusal to
use the security measures and/or procedures increases the chance of unauthorized Transactions.

If applicable to you, you are responsible for use of information on lost or stolen cards by which goods
and/or services can be purchased on your Website. Paybyrd is not responsible, nor does Paybyrd indemnify
you for losses or damage caused by the use of lost or stolen cards for the Payment Services. This also
relates to losses arising from the use of lost or stolen credit cards to make purchases via your Website
or caused by usernames and passwords getting into the wrong hands.

 

ARTICLE I.3. – CONFIDENTIALITY

All information relating to the Merchant or to Paybyrd and designated as being confidential, and all
information not expressly designated as confidential, but which should reasonably be deemed confidential
by reason of its nature or content, is considered “Confidential Information”. Each party remains the
owner of all data made available to the other party. Merchant acknowledges that the terms of the
Merchant Agreement and any information provided by Paybyrd on its Services (including communications
from Paybyrd’s support functions) are Confidential Information.
Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential
Information of the other party, agreeing, in particular:

  • to share Confidential Information solely with personnel and representatives of the parties which
    have a need to have access to such information in order to exercise rights and obligations under the
    Merchant Agreement; and
  • to refrain from making any Confidential Information available to any third party without the prior
    written consent of the other party except for Paybyrd where necessary to perform the Services.

The obligation of confidentiality as described in this clause shall remain in effect also following the
termination of the Merchant Agreement, regardless of the grounds for termination.
The following data is to be considered confidential, without need for special mention:

  • all financial data;
  • any agreed Merchant specific terms and conditions in the Merchant Agreement, if applicable; and
  • all user manuals, guides and any Software relating to Paybyrd’s products and services.

 

ARTICLE I.4. – PRIVACY

Where Paybyrd processes personal data while performing the Services, they will act as data processor
under the direction and responsibility of the Merchant in accordance with EU Privacy Directive 95/46 and
any successor (including EU Privacy Regulation 2016/679) and applicable Dutch privacy laws.

Merchant will comply with the personal data protection laws of the Merchant’s country of origin and of
those countries in which the Merchant offers its goods and/or services from time to time, in particular
when processing and sending personal data to Paybyrd in the context of using the Services and submitting
transactions. Both Paybyrd and Merchant shall implement appropriate technical and rganizational measures
to protect personal data against misuse.

 

ARTICLE I.5. – PROTECTION OF USER DATA

In your contract with your Customer, or in the general terms and conditions applicable to the
relationship with your Customer, you must state that you use Paybyrd for the processing of Transactions,
and that Personal Data of your Customer are shared with Paybyrd in this context. If applicable, you must
ensure that your Customer, directly or indirectly, gives Paybyrd all required (explicit) consents as
referred to in the applicable privacy legislation.

You guarantee that you comply with all requirements set by the GDPR for the processing of Personal Data
as presented to the Payment Platform by you as the Organization or by your Customers. Should you fail to
comply with this obligation, or in the event that an Intermediary or a Financial Institution, court of
government institution so requests or requires of Paybyrd, Paybyrd will be entitled to suspend its
obligations with respect to you.

You are fully responsible for the security of the data on your Website(s), your app, or otherwise in your
possession. You agree to comply with all applicable national and international laws and regulations
pertaining to the collection, secure storage and dissemination of Payment Data or Personal Data on your
site, your app or otherwise.

If applicable to you, you must comply with the rules as set out in the relevant parts of the Payment Card
Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS).
If, in spite of this, an ‘Account Data Compromise’ (ADC) occurs nevertheless, and it occurs through your
actions, you will be liable for this. In the event that Paybyrd and/or an Intermediary conducts an
investigation as a result of an ADC, and costs are involved in this investigation, you hereby accept
these costs in advance, only, however, insofar as Paybyrd has shared the amount, or an indication, of
these costs beforehand with you. You can find information on PCI-DSS on the website of the PCI Council.

If Paybyrd considers it necessary to verify whether you meet the aforementioned PCI standards, you must
immediately provide the documents from which this is clearly and unambiguously evident. You declare that
you will only use suppliers that meet the PCI standards when it comes to the storage and transmission of
Payment Data, particularly concerning, but not limited to, the card number (referred to as the Primary
Account Number or PAN), the expiration dates of cards and the CVV2 code. You are advised not to store
any such data at all, and you are aware that it is strictly prohibited at all times to store the CVV2
code in any form.
In the event of a (suspected) data breach at your organization, in which Payment Data may be involved,
you must notify Paybyrd of this data breach without delay, and under no circumstances later than two
days (48 hours) after discovery of the data breach. Paybyrd or another Financial Institution may request
additional information on this data breach, in which case you must provide such information without
delay.

SECTION J: FINAL STIPULATIONS

 

ARTICLE J.1. – INTELLECTUAL PROPERTY RIGHTS

The property rights in the Software and other materials and all other intellectual property rights
related to the Paybyrd Services are owned by Paybyrd and its licensors.

The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only
provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all
other materials made available by Paybyrd solely for the purpose of using the Services in accordance
with these terms and the applicable usage instructions communicated to Merchant via the Paybyrd website
from time to time.

 

ARTICLE J.2. – DURATION
  1. This agreement enters into force on 2019.
  2. The cooperation will be established for the duration of 48 months. After the end of this period,
    the agreement will be tacitly continued for an indefinite period with a notice period of 12 months.

 

ARTICLE J.3. – LIABILITY

Paybyrd shall only be liable for its own acts or omissions and not for acts or omissions of third
parties. This exclusion expressly applies to acts or omissions of Scheme Owners and Acquirers or for
events or activities originating outside the systems of Paybyrd (such as internet disturbances or
malfunctions in third party systems), except in case such events were caused by the intent or gross
negligence of Paybyrd.

The total liability of Paybyrd under the Merchant Agreement towards Merchant for breach of contract, tort
or under any other legal theory in any calendar year is limited to an amount equal to the total
Processing Fees paid by the Merchant to Paybyrd during the previous full calendar year (or if no
Services were provided in the previous calendar year, the total Processing Fees paid in the initial 12
months of the term of the Merchant Agreement).
Paybyrd shall not be liable for breach of contract, tort or under any other legal theory for any loss of
profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any
special, indirect, or consequential damages.
Neither Paybyrd nor any other party to the Merchant Agreement excludes or limits its liability under the
Merchant Agreement for intent, gross negligence, death, fraud or personal injury.

 

ARTICLE J.4. – INDEMNIFICATION AND FINES

If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting
that these third parties are the owner of any rights regarding the Software and/or systems of Paybyrd,
Paybyrd shall indemnify Merchant without delay from these third-party claims, including Merchants
reasonable costs of its legal defense, and offer Merchant the necessary assistance in its legal defense.

Merchant shall indemnify and hold Paybyrd harmless from any claim (including legal fees) brought against
Paybyrd by any third party (expressly including Scheme Owners and Acquirers and their claims for
payments of Fines) as a result of Merchant’s breach of the terms of the Merchant Agreement, applicable
laws and/or the Scheme Rules applying to the Payment Methods used by Merchant.

 

ARTICLE J.5. – TERMINATION AGREEMENT
  1. This Agreement applies to all (legal) acts between you and Paybyrd and will remain applicable after
    termination of the services, regardless of whether you explicitly communicated this termination to
    us. The applicability of any other conditions (of use) or agreements is explicitly rejected, unless
    Parties explicitly agreed on this. A derogation from this Agreement will only be valid if Parties
    have agreed upon it in writing.
  2. Parties can prematurely terminate this agreement by registered letter with a notice period of 6
    months.
  3. Parties can terminate this agreement with immediate effect by registered letter, in case of:
    1. application by or granting to the other party of suspension of payments;
    2. petition of bankruptcy (faillissement) by, or declaration of bankruptcy
      (faillietverklaring) of the other party; or
    3. liquidation (liquidatie) of the other party or non-timely discontinuation of the
      business of the other party.

 

ARTICLE J.6. – TRANSFER

Paybyrd shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to
another company in the Paybyrd group, (i.e., a company with at least 50% the same shareholders), without
the prior consent of the Merchant by providing written notice to Merchant of such transfer.

 

ARTICLE J.7. – NULL PROVISIONS

In the event that any provision in the Merchant Agreement (including the Paybyrd Terms and Conditions) is
declared null and void or inapplicable, said provision shall be deemed non-existent, and all other
provisions of the Merchant Agreement (including the Paybyrd Terms and Conditions) shall remain
applicable. The parties undertake to take all steps to eliminate the provision declared null and void
and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the
economic objective of the provision declared null and/or inapplicable.

 

ARTICLE J.8. – AGREEMENT

The Merchant Agreement contains all the commitments between the parties and replaces all other prior
contractual commitments between the parties. No representation, warranty or undertaking given by any of
the parties to any of the other parties under the Merchant Agreement shall be of any force or effect
unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior
representations, warranties and undertakings are, save to the extent expressly set out in the Merchant
Agreement, expressly excluded to the fullest extent permitted by law.

 

ARTICLE J.9. – USE OF NAME AND MARKETING

The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by
Paybyrd on the Paybyrd client list on its website and in its sales materials. Paybyrd shall be entitled
to use said list freely in its commercial efforts. Any other use of Merchant’s name, logo or information
shall only occur with Merchant’s prior written approval which Merchant may withhold in its discretion.

The Merchant may on its website in the section “frequently asked questions”, or in a similar
informational section on its website, refer to Paybyrd as its payment service provider, explaining that
this is the reason why the name Paybyrd may appear on bank statements of the customer. Merchant may also
include an internet link to the website of Paybyrd in such context.

Merchant may not mention Paybyrd on the home page of its website in any situation. Merchant must in each
case also clearly state that customers of Merchant should not contact Paybyrd for support or questions
regarding payments processed by Paybyrd for Merchant. Merchant may not use the logo of Paybyrd anywhere
on its website without the prior express written approval of Paybyrd, which Paybyrd may refuse or
withdraw in its discretion.

 

ARTICLE J.10. – AGREEMENT AND TERMS AND CONDITIONS CHANGES

Paybyrd may revise the Terms and Conditions from time to time by giving at least 30 days written notice
to the Merchant via email or a notice in the Customer Area. If the change has a material adverse impact
on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection
to Paybyrd within thirty days after receiving notice of the change.

If Paybyrd receives such notice, Paybyrd will contact Merchant to discuss the objections of the Merchant.
If the Merchant continues to refuse to accept the change and Paybyrd refuses to withdraw the announced
change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to
Paybyrd (such termination notice to be sent at the latest 60 days after Merchant received notice of the
change).

Merchant is not entitled to object to and shall not have the rights set out in this clause for any change
which Paybyrd implements in order to comply with applicable law or requirements imposed by the relevant
Acquirers and/or Scheme Owners. For such imposed changes shorter notice periods may be applied by
Paybyrd as is needed to comply with the relevant requirement.

 

ARTICLE J.11. – DEVIATING TERMS

The applicability of Merchant’s purchasing or other general terms and conditions is expressly rejected.
If Merchant accepts a proposal made by Paybyrd (including a proposed Merchant Agreement) by issuing a
separate written statement – for example a purchase order – which refers to the proposal and/or the
Merchant Agreement, then additional or deviating terms or conditions contained in or referred to in such
separate document shall not apply between the parties unless such deviating terms are explicitly
accepted in a written statement issued and signed by an Paybyrd board member. In any case the terms of
the Merchant Agreement as proposed by Paybyrd, including the Paybyrd Terms and Conditions shall take
precedence over any terms and conditions contained or referred to in any such acceptance document from
Merchant.

 

ARTICLE J.12. – ONLINE CONTRACTING – WRITTEN CONFIRMATION

In case Merchant has concluded the Merchant Agreement with Paybyrd via Paybyrd’s website or via any other
online means, Paybyrd may at any time request that Merchant re-confirms its acceptance of the terms of
the Merchant Agreement (including these Paybyrd Terms and Conditions) by means of a written document
signed by an authorized representative of the Merchant. If Merchant does not comply with such request
within 5 working days after receiving a request by Paybyrd to do so (which request may be issued to
Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement),
Paybyrd reserves the right to suspend part or all of the Services until Merchant has complied with such
request.

 

ARTICLE J.13. – APPLICABILITY OF PAYMENT SERVICES DIRECTIVE

Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other laws and regulations
implementing Directive (EU) 2015/2366 (“PSD2”) or its predecessor, Directive 2007/64/EC (“PSD”), are not
applicable to the extent it is permitted to deviate from relevant provisions in relationships with
non-consumers, in accordance with article 38 and 61 PSD2 (or article 30 and 41 PSD).

Where Paybyrd provides payment services for the Merchant within the European Economic Area (“EEA”) and
where the Account Holder’s payment service provider is located in the EEA, the parties hereby agree and
confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by
Paybyrd and the Account Holder shall pay the charges levied by his payment service provider (i.e. the
‘SHA’ (shared) principle).

 

ARTICLE J.14. – THIRD PARTY CLAUSE

Parties acknowledge that this Agreement also entails a third-party clause (as referred to in Book 6,
Section 253 of the Dutch Civil Code) for and for the purposes of SPP and/or AFI. Rights of Parties under
this Agreement will not require the approval of any third party.

 

ARTICLE J.15. – STATEMENT REGARDING FINANCIAL INSTITUTIONS

The following Financial Institutions act as processors:

  • For POS and Ecom transactions processed under the brands MasterCard, Visa, China Union Pay and
    Diners: Bambora Group AB (an Ingenico Company), with offices at, Vasagatan 16, SE-111 20, Stockholm,
    Sweden telephone number +46 10 106 60 00;
  • Transactions under the American Express brand that are processed by American Express Travel Related
    Services Company INC and/or American Express Payment Services Limited, Hoogoorddreef 15, 1101 BA
    Amsterdam-Zuidoost, telephone: +31 20 504 8504.

Both Financial Institutions declare that:

  1. they are the party/parties concerned that possess licenses to process the aforementioned
    Transactions on your behalf;
  2. in that capacity, they form part of this Agreement;
  3. they are responsible for informing you of the rules with which you must comply on behalf of the
    aforementioned brands, but that this information can be provided to you via Mollie;
  4. they are responsible for the ultimate payment of funds;
  5. they are responsible for all funds retained temporarily as a guarantee for possible Claims for
    Refund (see Article E.5 and Article F.5).

 

ARTICLE J.16. – OTHER STIPULATIONS

This Agreement supersedes all previous agreements between Parties, regardless of whether these agreements
were made orally or set out in writing. Paybyrd reserves the right to amend this Agreement. The
notification hereof can be made in writing, by e-mail or via the Paybyrd Dashboard. The amendments will
enter into effect one (1) month after notification, unless stipulated otherwise. If you do not wish to
agree to these amendments, you will be entitled to terminate the Agreement, with a notice period of one
(1) month.

This Agreement is governed exclusively by Dutch law and Parties must bring disputes before the court in
Amsterdam. If the court declares articles from this Agreement invalid, the other articles will remain
fully in force.

Paybyrd has the right to outsource some of its services to third parties.

Transfer by you of this Agreement or the rights and obligations contained in it is only possible with
prior written permission from Paybyrd, which permission can be given under certain conditions, to be
determined at such time. You hereby give Paybyrd permission in advance, as referred to in Book 6,
Section 159 of the Dutch Civil Code (BW), to transfer an Agreement at any time desired by Paybyrd to a
third party to be indicated by Paybyrd. If and insofar as necessary or desirable, you undertake as well
to confirm the aforementioned permission in writing.

 

ARTICLE J.17. – LAW AND JURISDICTION

The Merchant Agreement and these terms and conditions are solely governed by Dutch law excluding the
Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement,
any dispute relating to the validity, interpretation or fulfilment of the Merchant Agreement shall be
submitted to the exclusive jurisdiction of the competent courts of Amsterdam the Netherlands.

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