THE UNDERSIGNED:

Paybyrd BV, a company having its registered office at Parnassusweg 819, 1082 LZ Amsterdam and registered in the Trade Register of the Chamber of Commerce under number 76168573, and VAT number NL860532239B01 with a total placed share capital of 199.900,00 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:

SCOPE OF THE AGREEMENT

SECTION A:

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 Transactions Acquired and Settled via Paybyrd Partner Financial institutions, 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, Card Collect functionality 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.

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

Pricing is as registered on the website for all merchants signing up the through the self-service experience or as specified in their agreement.

Paybyrd reserves the right to adjust its acquiring fees based on the nature and risk level of a merchant's business. Paybyrd may apply higher or lower pricing than what is stipulated on the website, depending on the type of products or services offered by the merchant, the merchant's credit history, processing history, and other factors related to the merchant's business. Paybyrd will communicate any adjustments to the merchant and provide an explanation for the reasoning behind the adjustment.

REGISTRATION WITH PAYBYRD

SECTION B:

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, Paybyrd will verify your identity and assess the risk that your business activities constitute for Paybyrd, on the basis of which we decide whether or not to provide Services. 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. Acquirers and/or relevant Financial Institutions may require the Merchant to enter into a direct agreement with the Acquirer before the Merchant may use the relevant Payment Scheme.

For this purpose, and for the avoidance of doubts, the Merchant hereby authorises Paybyrd, through the means of a mandate, to act on its name and behalf, giving all necessary powers and rights to conclude the Agreement on its behalf with the relevant Acquirer(s) and/or relevant Financial Institutions. Merchant hereby also authorises Paybyrd to submit Registration Information received from Merchant to the relevant Scheme Owners, Acquirers and Financial Institutions to obtain permission for providing access to their Payment Methods and Payment solutions 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. Business Proof of Address
7. Manager/Owner Proof of Address
8. Tax ID
9. 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 (when 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 about Transactions, so that Paybyrd and/or Financial Institutions can comply with obligations
arising from statutory requirements or requirements of supervisory authorities;

1. for use in relation to the management and maintenance of the Payment Services;
2. by which the information about you can be recorded or updated, and where the information helps to improve the Payment Services;
3. 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.

ARTICLE B.4. – Authorization for registration and contracting formalities

Paybyrd may undertake all necessary formalities to register a merchant with different acquirers and specific payment methods, as required by the merchant's business needs.

This may include but is not limited to, registering the merchant with different acquiring banks, payment gateways, or other payment providers. Paybyrd will provide the merchant with information about the registration process, including any documentation or information required from the merchant.

The merchant agrees to provide Paybyrd with accurate and complete information necessary for registration. Paybyrd cannot guarantee the merchant's approval with any specific acquirer or payment method, and the merchant remains responsible for complying with all applicable laws and regulations related to their business activities.

SERVICES PROVIDED BY PAYBYRD

SECTION C:

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's financial partners 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's financial partners 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's financial partners 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 an 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

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 request any partner financial institution 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”. 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 90 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 the3-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.

MERCHANT OBLIGATIONS

SECTION D:

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 12months 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.

PAYMENTS AND FUNDS

SECTION E:

ARTICLE E.1. – SAFEGUARDING CUSTOMER FUNDS

Paybyrd Partner Financial institutions are obligated to safeguard the funds received on your behalf. For this purpose, Paybyrd's Financial partners can/might use a separate entity that is regulated and registered at the relevant regulators. Parties acknowledge and agree to the fact that these entities can receive funds on behalf of Parties and saves them in a secure manner.

Consequently, each payment made by these entities 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 these entities and financial partner equivalent or to take legal action to demand such an amount from these entities.

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 one (1) month 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 one 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 explicitly remain outside these contractual relationship(s), which also means that no obligations exist or arise for Paybyrd as a result of those contractual relationships.

ARTICLE E.4. – IC++ PRICING / MSC BLENDED FEE CALCULATION

For the ‘Blended 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 or apply ic++ pricing, 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.

ARTICLE E.5. – PAYMENT FEE EXEMPTION

Merchants who meet certain volume requirements can be eligible for a payment fee exemption. Payment fees will still be charged at the time of transaction but will be refunded until 60 days later upon receiving an invoice for the same amount for marketing fees. The invoice should include a clear description of the Paybyrd Platform Marketing fees and a PO identification created by the Paybyrd finance department. Upon receipt of the invoice, our finance team will review and verify it for accuracy and process the refund within 45-60 days.

For further information on the procedure, please refer to our Payment Fee Exemption Policy to be found here

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ARTICLE E.6. – PAYMENT

Merchant agrees with the with holding 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:I. Refunds and/or Chargebacks in case the outstanding Refund and/or Chargeback amounts exceed the Settlement amount.

1. II. Any amount required by Paybyrd to cover any (potential) liability of the Merchant under this Agreement.
2. 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.

Upon acceptance of our terms and conditions and/or contract, PayByrd shall be granted the right to establish a direct debit mandate in order to debit the customer for any outstanding fees on a daily, weekly, or monthly basis..

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ARTICLE E.7. – FUNDS SEGREGATION

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 the account of the Acquiring Financial Institution (AFI). The AFI 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) to be kept at AFI.

ARTICLE E.8. – 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.9. – 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 the Acquiring Financial Institution.
The AFI can have a separate entity for the sole purpose of safeguarding funds received on your behalf. AFI keeps amounts which you owe to Paybyrd for Paybyrd, and the remainder for you.

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ARTICLE E.10. – RESERVES AND SETTLEMENT DELAYS

Paybyrd shall have the right to establish and maintain a reserve to cover any exposure related to credit risks associated with invoicing, chargebacks, disputes, delayed delivery, fines from card scheme fees, and/or regulatory fines, which may include but is not limited to, chargebacks, refunds, disputes, declined transactions, and any other losses resulting from the sale of products or services. The amount of the reserve held by Paybyrd shall be determined in its sole discretion and may be adjusted from time to time based on the risk profile of Paybyrd’s customers, the volume of sales, the nature of products and services sold, and any other factors that Paybyrd deems relevant to the management of the reserve. Paybyrd may also make use of third-party risk management services to manage the reserve.

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ARTICLE E.11. – ACCOUNT MAINTENANCE FEES AND INACTIVITY CHARGES

For customers using in-person payment methods, Paybyrd will charge a minimum monthly account maintenance fee of 50 EUR after the first 30 days following contract signature if the customer fails to meet their monthly agreed payments volume. Additionally, a fee of 25 EUR will be charged per inactive terminal, unless a rental price has been established.

1. Notwithstanding any other provision in this Agreement, in the event that the Customer fails to use the in-store terminal provided by the Company for processing payments for any calendar month during the term of this Agreement ("Inactive Month"), the Customer agrees to pay an inactivity fee ("Inactivity Fee").
   
2. The Inactivity Fee for each Inactive Month shall be the greater of:
   
   a. Fifty (50) Euros; or
   b. Fifty percent (50%) of the average monthly revenue expected under this Agreement as calculated based on the preceding six (6) months of activity or such shorter period if the Agreement has been in effect for less than six (6) months ("Expected Revenue").
   
3. In the event that Paybyrd has invested in the merchant through subsidies and fees exemptions, the expected revenue inactivity charge can go to 100% of the expected monthly fees for the duration of the agreement.
   
4. The Inactivity Fee shall be due and payable within thirty (30) days of the end of each Inactive Month.
   
5. The Company reserves the right to waive the Inactivity Fee at its sole discretion.
   
6. If the customer wishes to terminate their account, they must provide notice and settle any outstanding fees before the account can be closed

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ARTICLE E.12. – VOLUME SHORTFALL COMPENSATION

If in any given month during the term of this Agreement, the Customer's processed volume through the Services is less than seventy five percent (75%) of the contracted volume specified at the time of onboarding and contracting, at which point the pricing for the merchant was determined.

Notwithstanding any other provision of this Agreement, PAYBYRD shall have the right to charge the Customer an amount equal to fifty percent (50%) of the revenue that would have been derived by PAYBYRD had the Customer processed the Contracted Monthly Volume, less the actual revenue derived by PAYBYRD from the Customer's actual processed volume for that month ("Volume Shortfall Compensation").

For the purpose of calculating the Volume Shortfall Compensation, the revenue that would have been derived by PAYBYRD had the Customer processed the Contracted Monthly Volume shall be deemed to be the product of the Contracted Monthly Volume and the per-unit price specified in the contract.

The Customer agrees that the Volume Shortfall Compensation is a genuine pre-estimate of the loss that PAYBYRD would suffer in the event of the Customer's failure to process the Contracted Monthly Volume, and not a penalty. The Volume Shortfall Compensation will be billed separately to the Customer and is payable within seven (7) days of receipt of invoice.

The parties acknowledge that this clause is a material term of this Agreement, without which PAYBYRD would not have entered into this Agreement. The Customer also acknowledges that it has read and understood the implications of this clause, and has had the opportunity to take independent legal advice on it.

This Volume Shortfall Compensation Clause does not in any way preclude the PAYBYRD from exercising any other rights or remedies that it may have under this Agreement or at law in relation to the Customer's failure to process the Contracted Monthly Volume.

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ARTICLE E.13. – SETUP FEES

Paybyrd reserves the right to charge a one-time setup fee for certain types of merchants and business activities. The setup fee will be communicated to the merchant in advance and must be paid upfront before the merchant's account can be activated and processing can begin. The amount of the setup fee will depend on the nature of the merchant's business, the level of risk associated with the business, and other factors that Paybyrd deems relevant. Paybyrd will provide the merchant with a breakdown of the setup fee and an explanation of the reasoning behind it. The setup fee is non-refundable and will not be prorated if the merchant decides to terminate their account before the end of the contract term.

ARTICLE E.14. – SET OFF

In addition to any other legal or equitable remedies available to Paybyrd pursuant to this Merchant Agreement or under applicable law, Paybyrd reserves the right, at its sole discretion and without notice to the Merchant, to set off and apply any amounts due and payable to Paybyrd (whether present, future, actual, contingent, potential, liquidated, or unliquidated) by the Merchant, or any of Paybyrd's affiliates that provide payment services or related services to the Merchant under this Merchant Agreement, any agreement with any of Paybyrd's affiliates, or any other agreement between the Merchant and any Paybyrd entity, against any and all amounts owed by Paybyrd to the Merchant, to the Reserve Account, or to any property of the Merchant in the possession or control of Paybyrd or a Third Party Intermediary (TPI). This right of set-off is not limited by the Merchant's transfer of its claims against Paybyrd to a third party, formal collection measures taken against the Merchant's balance with Paybyrd, bankruptcy proceedings initiated against the Merchant, or unless specifically precluded by law or in cases where Paybyrd has expressly relinquished its right to balance debts through an Authorization or has provided explicit consent to act as transferee or holder of a lien.

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ARTICLE E.15. – REVERSE MERCHANT SET OFF

The Merchant shall not be entitled to offset or deduct any liabilities or obligations of Valitor, whether arising under this Agreement or any other agreement between the parties, from any amounts owing to Valitor by the Merchant.

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CHARGEBACKS AND REFUNDS

SECTION F:

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 the Acquiring Financial Institutions may, and hereby authorize Paybyrd and AFI's 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, the AFI's 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 the AFI's 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 AFI 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 AFI 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.

INTEGRATION

SECTION G:

ARTICLE G.1. – HOSTED PAYMENT PAGES, iFRAME, CARD COLLECT

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.

SERVICE LEVEL AGREEMENTS

SECTION H:

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.

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SECURITY AND CONFIDENTIALITY

SECTION I:

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.
  

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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 organizational 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.
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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.

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FINAL STIPULATIONS

SECTION J:

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 the moment you agree to sign up for our services.
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 noServices 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 breach of these terms and conditions by the merchant, or if merchant engages in conduct that is harmful for Paybyrd's image and credibility.
4. If both parties agree.

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 questionsregarding 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 the 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, acquirers and/or account payment /BaaS providers:

• For POS and Ecom transactions processed under the brands MasterCard, Visa, China Union Pay and Diners: Bambora Group AB (a Worldline Company), with offices at, Vasagatan 16, SE-111 20, Stockholm, Sweden, Telephone number +46 10 106 60 00;  

• Worldline S.A. Tour Voltaire, 1 Place des Degrés, CS 81162, 92059 Paris la Défense Cedex  

• Rapyd Europe HF - 33M4+3M2, Dalshraun, 220 Hafnarfjordur, Iceland.

• 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.

• PayPay - Estrada Regional 104 N.º 42-A, 9350-203 Ribeira Brava, Madeira, Portugal

• PPRO Payment Services - 23 Hanover Square, London, W1S 1JB, United Kingdom

• Elavon Financial Services - Level 15, CityPoint, One Ropemaker St, London EC2V 9AW, United Kingdom.

• Cielo S.A. - Alameda Xingu, 512 – 21º a 25º andar – Alphaville – SP – CEP: 06455-030, Brazil

• ⁠MANGOPAY S.A -  Avenue Amélie, L-1125 Luxembourg, registered under Number B173459 on the Luxembourg Trade and Company Register and approved as an Electronic money institution by the CSSF, Commission de Surveillance du Secteur Financier, 283, route d’Arlon - L-1150 Luxembourg.  

• CURO Payments B.V. - Obrechtstraat 21, 5344 AT Oss, The Netherlands, telephone number: +31 88 12 62 880
  

• PagBrasil Electronic Payments LTDA - Municipality of Porto Alegre, State of Rio Grande do Sul, at Avenida Dr. Nilo Peçanha, no. 1,221, Conj. 902, Três Figueiras, CEP 91330-000
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All 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 Paybyrd.
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.

ARTICLE J.18. – CODE OF CONDUCT

Paybyrd adheres to a comprehensive Code of Conduct, designed in accordance with the highest standards and best practices in the financial services industry. To review our full Code of Conduct, please visit this link.

SECTION K:

ARTICLE K.1 "FORMATION OF PARTNERSHIP CONTRACT" By signing the Order Form provided by PayByrd ("the Company"), the signatory party ("the Partner") hereby enters into a binding partnership contract with the Company for a term of twenty-four (24) months ("Contract Term"), subject to the terms and conditions outlined herein.

ARTICLE K.2 "BASIS OF AGREEMENT AND PRICING" The agreement and pricing structure are founded upon the information provided by the Partner during the onboarding process. The Partner agrees to supply accurate and complete information, acknowledging that any discrepancies or inaccuracies may affect the validity of the agreement and associated pricing.

ARTICLE K.3 "VOLUME REQUIREMENTS AND ADDITIONAL FEES" The Partner acknowledges that they are subject to volume requirements as specified in the agreement. Failure to meet these volume requirements may result in the Company imposing additional fees, the amount and nature of which will be detailed in the agreement.

ARTICLE K.4 "TERMINATION RIGHTS" The Company reserves the right to terminate the partnership contract with a notice of sixty (60) days, should it deem necessary. Furthermore, if an invoice remains unpaid for a period of more than sixty (60) days, the Company may terminate the partnership contract with immediate effect.

ARTICLE K.5 "RIGHTS UPON RESCINDMENT FOR BREACH" In the event that the partnership contract is rescinded due to the Partner's bad behaviour, non-payment, or breach of any terms outlined in this agreement, the Company reserves the right to seek damages and compensation. The Partner will be liable for compensation equivalent to the total value of the contract for the full Contract Term, in addition to any other remedies available to the Company under applicable law.

ARTICLE K.6 "INDEMNIFICATION" The Partner agrees to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, agents, and employees from any and all claims, liabilities, damages, and expenses (including reasonable attorney’s fees) arising out of or in connection with the Partner’s breach of this agreement.

ARTICLE K.7 "GOVERNING LAW" This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of The Netherlands.

ARTICLE K.8 "AMENDMENTS" The Company reserves the right to amend these terms and conditions at any time. The Partner will be notified of any significant changes, and continued use of the PayByrd platform constitutes acceptance of the amended terms and conditions.

ARTICLE K.9 "PROTECTION OF BUSINESS AND REVENUE" The Partner agrees not to engage in any activities or practices that would harm the reputation, business operations, or revenue of the Company. This includes, but is not limited to, any form of competitive actions, misuse of company resources, and dissemination of proprietary information. Breach of this clause will be grounds for immediate termination of the partnership contract and may result in legal action for damages.

ARTICLE K.10 "CONFIDENTIALITY" Both the Company and the Partner agree to maintain the confidentiality of all information obtained during the execution of this agreement. Unauthorized disclosure of confidential information will be deemed a breach of this agreement and will entitle the non-breaching party to seek appropriate remedies under applicable law.

By entering into this partnership contract, both the Company and the Partner agree to adhere to the aforementioned terms and conditions.