Slovenia – Terms and Conditions for Acquiring (English)

General Terms and Conditions
FOR ACQUIRING OF PAYMENT TRANSACTIONS AND MERCHANT AGREEMENTS

These General Terms and Conditions for Acquiring of payment transactions and Merchant Agreements (hereinafter: General Terms) are a part of Merchant Agreement, which constitutes the business conditions of the company Paywiser d.o.o., company code 8640084000, with a registered office at Bravničarjeva ulica 13, 1000 Ljubljana, Slovenia, (hereinafter referred to as “Paywiser”, “we” or “us”), registered in the Register of Legal Entities of the Republic of Slovenia, drawn up in accordance with slovenian law.

DEFINITIONS AND INTERPRETATION

1. In the Agreement, unless the context otherwise requires the listed terms will have the following meanings:
   Account: Dashboard Account means account that Merchant opened at Paywiser for account traffic monitoring, downloading reports and to perform refunds. Each account has merchant identification number (MID)
   Account: Payment Account means an account held by payment/credit institution which is used for the execution of Payment Transactions in your favour;
   Partner Bank means our contractual partner DECTA Limited, registered in England and Wales under corporate number 09926210, with its registered office at Suite 3, Third Floor, 62 Bayswater Road, London, W2 3PH, which is offering us (i) access to its telecommunication channel for connection to the Card Schemes to facilitate the acceptance of Cards by sending inquiries for Authorisation of Transactions in accordance with the Standards, (ii) accepting Transaction Amounts and Refunds from the Card Schemes, (iii) storing Transaction Amounts in the form of Money, (iv) redeeming of Money by transferring the equivalent amount, (v) transferring (via Card Schemes) of OCT amount to Cardholder (vi)registration of our Gateway with relevant Card Scheme;
   Action Plan means internal regulatory document of a Merchant that contains information and set of activities, which shall be carried out by that Merchant to improve the statistics on Chargebacks and fraudulent Transactions under this Agreement. The Action plan should include: the Merchant business description and future strategy of its business; analysis, that reflects a cause of the increase of the Chargebacks and fraudulent Transactions; if the Merchant cooperation with the third parties is the reason of negative statistics of the Chargebacks and fraudulent Transactions, such third parties and their detailed description shall be specified; the description of the methods and tools applied by the Merchant for definition and prevention of risk, that are used to ensure monitoring of the Transactions; the list of the activities held and planned for the improvement of negative statistics of the Chargebacks and fraudulent Transactions (enacting of new rules in a range of definition and prevention of risk); the planned timetable for the improvement of statistics of the Chargebacks and fraudulent Transactions;
   Agreement or Merchant Service Agreement an agreement entered into between Paywiser and you- Merchant in which we agree to facilitate that your access to the International Payment Systems/Card Schemes using our acquiring and Gateway services and which contains requirements demanded under applicable legislation and regulations as further specified in the Agreement and includes: the Initial Merchant Questionnaire, these General Terms and any appendixes (e.g. Pricing Schedule, Data Protection Agreement), as added to and amended from time to time in writing;
   Application Program Interface, API means an “application program interface” which you or a third party appointed by you uses to host the internet payment pages necessary to facilitate your use of Online Payments;
   Authorisation is the process whereby the Merchant requests permission for a payment method to be used for a particular purchase of Merchant’s Service or Product.
   Initial Merchant Questionnaire is sent to the Merchant via email and contains requirements for the Merchant to submit data which is necessary to start the onboard process with a Merchant.
   Business Days any day other than (i) Saturday or Sunday, or (ii) a public holiday in Slovenia and/or in the country where the Merchant has its establishments, (iii) a day on which banking institutions in Slovenia are authorised by Regulatory Requirements to be closed;
   Card Issuer means a member of a Card Scheme that enters into a contractual relationship with a Cardholder for the issuance of one or more cards;
   Card Schemes Card Association / Card scheme is an umbrella term for Visa, MasterCard or comparable bodies which provide Cards that is notified by us to you;
   Card, Payment Card means any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder’s account; Cardholder means a person who is issued with and has Authorisation to use a valid Card and is a Customer purchasing products and/or services from you;
   CNP or Card Not Present Transaction is a Transaction by a Cardholder where the Cardholder is not physically present at the point of sale at the time of the Transaction. CNP shall comprise MO/TO and E-Commerce Transactions;
   Chargeback: a claim of the Issuer for return of a Transaction Amount drawn up according to the Card Scheme Standards;
   Chargeback Threshold is an upper limit placed on a merchant’s chargeback ratio, calculated monthly as chargebacks divided by total transactions; Customer is an umbrella term for Cardholders that use the products and/or services provided by the Merchant;
   Card Verification Method / CVM Code The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred to as CVM Code;Data Security Event means any event where Cardholder Data or Transaction Data (including any Card data or Personal Data) is stolen, misused or disclosed to an unauthorised person;
   Data: Account Data The term includes (1) Cardholder Data (primary account number (PAN); Cardholder name; service code; expiration date) and (2) Sensitive Authentication Data (including full track data from the magnetic stripe, equivalent data on the Chip, or elsewhere; CAV2/CVC2/CVV2/CID4 – the three- or four-digit value printed on the front or back of a Payment Card; PIN/PIN Block – personal identification number entered by Cardholder during a card-present transaction, and/or encrypted PIN block present within the transaction message);
   Data: Acquiring Data means all data relating to submitted transactions, transaction fees, account fees and settlement;
   Data: Personal Data means any information relating to an identifiable natural person, including identifiers such as name, identification number, location data, online identifier; physical identity factors such as height, colour of eyes; physiological identity factors such as biometric data, medical record; economic identity factors such as source of funds, source of wealth, account balance, transaction history; cultural identity factors such as level of education; social identity factors such as marital status, children, criminal convictions and offences;
   Data: Sensitive Payment Data is an umbrella term for Account Data and Transaction Data;
   Data: Transaction Data means information on the Transaction and the Cards by means of which the Transaction was conducted, as well as information on the Cardholder’s identification results;
   Fallback means a procedure where you can manually process a Transaction and obtain Authorisation where the initial process fails;
   Fee: Card Scheme Fee means fees paid to the Card Schemes for the services rendered by them for the processing of a payment transactions. Card Schemes fees include variable and fixed fees per transaction and are applied on pass-through basis to Merchants;
   Fee: Processing Service Fee means fee charged for processing of payment transactions;
   Fee: Interchange Fee means a fee, set by the Card Schemes, paid by the acquirer (i.e. Paywiser) to the issuer of the Payment Card for each Transaction, directly or indirectly (i.e. through a third party);
   Floor Limit means the transaction amount limit for all card transactions that must be sent to Paywiser for Authorisation. To the extent that Merchants process Card Not Present Transactions, those transactions shall have zero-floor-limit, which means that they are to be sent to Paywiser for Authorisation;
   Gateway software is a software, used to send the Transaction Data, including Merchant’s request for Authorisation of the Transaction, to the acquierer;
   Interchange ++ Pricing Model is a dynamic pricing model which is based on real cost of different parties involved in the processing of a transaction. The fee paid by you to us will consist of: Interchange, Card Scheme Fee and Processing Service Fee;
   Issuer means credit institution or another legal entity who issued the Card;
   KYC, KYB stands for the terms “Know Your Customer” and “Know Your Business”. These are regulatory requirements which we need to fulfil by identifying our Merchant´s and their business before entering into a business relationship;
   Merchant, you and your means any legal entity entering into the Agreement with us and, where applicable, their duly authorised representatives and successors;
   MO/TO or Mail Order/Telephone Order Transaction is a Transaction by the Customer where the Customer is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant by the Customer by means of mail (not email), fax or telephone;
   Working Hours being no less than 9.00 a.m. CET to 5.00 p.m. CET from Monday to Friday;
   Original Credit Transactions or OCT means a credit transaction in which funds are transferred (via Card Schemes) to a specified Card;
   Party each party under the Agreement – Paywiser, the Merchant, including any payment service provider/independent sales organisation that signs the Agreement, are individually referred as a “Party” and both together as “Parties”;
   PCI-DSS the Payment Card Industry Data Security Standards developed by the International Payment Systems safety requirements for Card and Transaction Data registration, archiving and for other non-cash transactions related activities;
   Rolling Reserve means an amount which is determined by us (in our sole discretion) for the purpose of securing any claims that we might have against you;
   Services mean the Acquiring Services, Ancillary Services, Payment Gateway services and processing services provided by us to the Merchant to enable the Merchant to use payment methods to process transactions, as well as providing other services by us to the Merchant under this agreement;
   SCA means Strong Customer Authentication, which is a European regulatory requirement to reduce fraud and make online and contactless offline payments more secure. SCA requires authentication to use at least two of the following three elements: something the Customer knows (e.g. password or PIN), something the Customer has (e.g. phone or hardware token), something the customer is (e.g. fingerprint or face recognition);
   Standards means: (i) Card Scheme Standards – any operating rules, regulations, procedures of the relevant Card Schemes including, but not limited to any manuals, guides, bulletins, member letter as may be amended from time to time; and the Standards established by the Payment Card Industry Security Standards Council: (ii) PCI DSS – the Payment Card Industry Data Security Standards and (iii) PA-DSS – Payment Application Data Security Standards;
   Third-Party Service Provider means provider of services that is not Party to the Agreement;
   Transaction means an authorisation request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to us;
   Transaction: Card Not Present Transaction, CNP Transaction means a transaction between you and a Cardholder which is completed when neither the Cardholder nor the Cardholder’s card are present at your location at the time of the Transaction, e.g. mail order/telephone order (MO/TO) Transactions, E-commerce (internet) Transactions or pre-authorised recurring order transactions;
   Transaction: E-commerce Transactions means a Card Not Present Transaction carried out over the internet via a fixed or mobile device in which Card details are transmitted by the Cardholder to you via the Internet, or any other public or private network;
   Transaction: Instalment Transaction The single purchase of products and/or services billed to an account in multiple segments over a period of time agreed to between a Cardholder and a Merchant;
   Transaction: Payment Transaction means the acceptance of a Card or information embossed on the Card, for payment for products sold and/or leased and/or services provided to Cardholders by Merchant. Transaction can be either a F2F Transaction or a CNP Transaction or both. The term Transaction also includes credits, errors, returns and adjustments;
   Transaction: Recurring Transactions means a Transaction which a Cardholder has agreed can be debited to their Card at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due to you for the on-going provision of products and/or services;
   Transaction: Refund means the procedure, by which a request for return of a Transaction Amount or a part of a Transaction Amount to a Cardholder is made;
   Transaction Receipt means an electronic record of a Transaction;
   Website, E-commerce Website means the website operated by or on behalf of you through which your Customers can make Transactions in order to pay for the goods or services, that you are offering.
2. In the Agreement, unless the context otherwise requires:
   
   1. any reference to the applicable Regulatory Requirements, Standards and agreements will be interpreted as a reference to such applicable Regulatory Requirements, Standards and agreements as amended, extended, consolidated or re-enacted from time to time and will extend to any subordinate legislation made under it;
   2. references to clauses and schedules are to clauses and schedules of the Agreement, and references to paragraphs are of paragraphs in the Schedules in which such references appear;
   3. a reference to a person (including a party hereto) includes a reference to (i) that person’s legal personal representatives, successors and permitted assigns and (ii) corporate, unincorporated associations, natural persons, firms and partnerships;
   4. unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa;
   5. the headings in the Agreement are for convenience only and will not affect the construction or interpretation of the Agreement;
   6. any phrase introduced by the term “included”, “including”, “in particular” or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term;
   7. subject to applicable Regulatory Requirements, in construing the Agreement, the so-called “contra proferentem” rule will not apply and accordingly no term, condition or provision of the Agreement will be construed against a party hereto solely on the basis that the party drafted and/or is relying upon the relevant term, condition or provision;
   8. in the case of any conflict or ambiguity between the Agreement and the Standards, the Standards will prevail, provided that the Agreement will be interpreted to give as full effect as is possible to both the Standards and the Agreement;
   9. in the case of any conflict or ambiguity between the Standards and the applicable Regulatory Requirements, the Regulatory Requirements will prevail.
   SERVICE PROVIDER
   1. The Services under the Agreement are provided by Paywiser.
   2. The Service Provider is duly authorised as an electronic money institution and is subject to the prudential supervision of the Bank of Slovenia and is registered in the list of electronic money institutions published on the Bank of Slovenia’s website.
   3. Paywiser provides the Services under this agreement and may rely on services of other outsourcing services providers, such as Partner banks, technology providers etc. with whom Paywiser has concluded appropriate Agreements.
   SERVICES
   1. Subject to the General Terms of the Agreement we agree to provide you with services to manage your access to the Payment Systems and acceptance of payments via Payment Cards (“Services”).
   2. The Services include Acquiring Services, Payment Gateway Services and Ancillary Services.
   3. We will provide you with Acquiring Services, consisting of:
      1. acquiring of Payment Transactions;
      2. registration with Card Schemes, when required;
      3. provision of real-time access to Acquiring Data through Remote Access Module (RAM);
      4. settlement of Payment Transactions.
   4. We will provide you with the following Payment Gateway Services:
      1. integration and access to Gateway Software and technical support necessary for acceptance of the Cards on Merchant Website;
      2. Transaction Authorisation services, processing of Chargebacks and Refunds, accept inquiries for the Original Credit Transactions;
      3. provide reports on all Transactions conducted during the month proceeding the reporting month. The Parties shall agree separately of the form and periodicity of the reports.
   5. Where expressly agreed so, we will ensure provision of the following Ancillary Services:
      1. application processing and due diligence;
      2. payment page(s);
      3. risk management;
      4. customer support;
      5. trainings and educational support.
   6. We will provide the Services as set out in the Agreement and we will not be obliged to provide any other services, unless expressly agreed between you and us in writing. We are not responsible for the provision of any advice, such as legal, accounting, or taxation matters, or services not specified in the Agreement.
   7. We will provide the Services with reasonable skill, care and diligence in compliance with Regulatory Requirements and Standards, following good business practices and to your reasonable satisfaction.
   8. We shall be entitled to make a decision in our absolute discretion on whether to enter into an agreement with each Merchant and whether to continue to provide such services once commenced.
   ELIGIBILITY
   General provisions
   
   1. You will only be eligible to use the Services subject to your status and after you have met relevant eligibility criteria (KYC, KYB). Details on the applicable eligibility criteria may be varied from time to time.
   2. If at any point, you fail to fulfil all the eligibility criteria, we may terminate the Agreement and stop providing Services.
   3. If you conduct your business through separate lines or you have separate Websites, entering into separate agreements may be required.
      Merchant profile
   4. Our Services are intended for legal entities of any size that conduct sale of products and/or services and receive payments via Payment Cards based on Card Not Present Transactions.
   5. The Merchant must be all of the following:
      1. incorporated and operates within an Allowed Jurisdiction;
      2. financially responsible;
      3. with good reputation.
   6. The Merchant must NOT:
      1. be engaged in any activity that could cause harm to the Payment System, Card Schemes` brands or our reputation;
      2. be engaged in any activity that is considered illegal, brand-damaging;
      3. be prohibited, including its known owners (principals) from participating in any Card Scheme programme;
      4. be a sanctioned person/entity and is not included in the lists of people or entities subject to restrictive measures or sanctions: a sanctioned person is any legal or natural person who is the target of sanctions or is subject to sanctions, which includes, without limitation, a person who:
         1. is owned or controlled, directly or indirectly, by a person targeted by sanctions; or
         2. is incorporated, domiciled or is a national or resident of a State that appears on the list of sanctioned States; sanctions means any economic, financial, trade or similar restrictions and prohibitions adopted, imposed or provided for by the following organisations or States (and any bodies or agencies thereof):
            1. a) the United Nations;
            2. b) the United States of America; or
            3. c) the European Union or its present or future Member States;
   7. and must not act directly or indirectly on behalf of a designated person. The Merchant also declares that, to the best of their knowledge, the sanctioned person is not any of their legal representatives, authorised persons or persons employed by the Merchant and the beneficial owners.

ACQUIRING SERVICES

Acquiring of Payment Transactions

1. We undertake to acquire all valid Transactions submitted to us from you in accordance with the Agreement.
2. We will support the acceptance of Card Not Present Transactions – e-commerce.
3. We need to agree explicitly on the acceptance of each type of Transaction.
4. We will settle your Payment Transactions through the Payment System of the respective Card Scheme (VisaNet / MasterCard Interchange System).
5. In some circumstances the Card Issuer will have the right under the Standards to refuse to settle a payment or to request a reimbursement from us of a payment which has already been settled. In either case, the relevant amount is referred to as a ‘chargeback’. Such circumstances can be: (i) the Cardholder denies authorising Card Not Present Transaction; (ii) multiple charges for the same good or service; (iii) the goods or services received were not as described or had a defect, etc.
6. If a Card Issuer exercises it´s right not to settle or to undertake a Chargeback, we will be entitled to Chargeback the Transaction immediately. For every Chargeback, a non-refundable Chargeback Fee will be charged to the Merchant as set out in the Pricing Schedule.
7. Our Chargeback rights will not be affected by any arrangement between you and the Cardholder.
8. You agree to provide us with documents confirming Transactions and Refunds and provide other assistance in relation to a Chargeback as we may reasonably request within 3 (three) Business Days from receipt of our request to do so.
9. Despite the above: we shall not be obliged to notify you of any defect in any Transaction Data or other liability to Chargeback except where a Chargeback is in fact made; we may treat any defective Transaction Data as valid; and we are under no obligation to assist you in getting payment from a Cardholder where the relevant Transaction Data has been charged back.
   Registration with Card Schemes
10. The acceptance of the Merchant as a customer is strictly linked to the description of Merchant’s Products and Services Merchant registered when entering into the Merchant Agreement.
11. Subject to the provisions of the Agreement, we undertake, when such registration is required, to register you with Visa and/or MasterCard and to maintain the respective registration(s).
12. In case your business is or will become rated as high-risk business, the Merchant will only be able to register with MasterCard and accept payment card issued by MasterCard.
13. We will advise you whether registration is needed based on the description of your business, provided in the Initial Merchant Questionnaire.
14. You acknowledge that the registration is subject to the sole discretion of the respective Card Scheme, which may approve or reject any application or decline to renew the registration, if renewal is required.
15. To perform a registration, you or the person submitting the application (your “Representative”) must provide us with your business legal name, registered address, email, phone number, registration number and country of incorporation, URL, the nature of your business or activities, expected monthly turnover in the transaction currencies, description of the potential Merchant’s anticipated Cardholders shown by geography a percentage by regions (Europe, Asia etc.) and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your account administrator.
16. If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Processing Services to conduct any personal transactions or for peer-to-peer money transmission, or for any other purposes prohibited by this Agreement.
17. We will neither be in breach of the Agreement nor liable for any failure or delay in performance of our obligations under it, in case the respective Card Scheme decides to reject your application or decline to renew your registration, if renewal is required.
18. You acknowledge that you will be entitled to submit Transactions to us after the receipt of written confirmation of your registration with the Card Schemes.
19. In all cases where registration fees are assessed by the Card Schemes, you undertake to reimburse us for this cost.
    Business Representative
20. You and your Representative individually affirm to Paywiser that your Representative is authorised to provide the information described in the section 5.15 (Registration with Card Shemes) on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
21. We can continue to act on instructions from an authorised person until we receive written notice from you that they are no longer authorised.
22. If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
    Payment for transactions
23. We undertake to pay you the net amount of all Transactions that we acquire from you in accordance with the Standards and the Agreement by crediting your Payment Account.
24. If for any reason the amount received from the International Payment System is less than the sum of the Transaction Amounts, we shall transfer the amounts received to the account after deducting any sums in accordance with this Agreement proportionally to the amounts actually received.
25. We may withhold payment if in good faith we suspect that:
    1. any Transaction is fraudulent or involves any other criminal activity;
    2. any Transaction was not in the ordinary course of your declared business;
    3. the number or size of Transactions is significantly greater than expected; or
    4. any of the events referred to in Clause “Suspension of Services” or required for the immediate termination of the Agreement by us has happened (whether or not we have terminated the Agreement).
26. Payments may be retained until we consider, acting reasonably, that:
    1. the relevant Transactions are legitimate;
    2. the relevant Transactions are no longer liable to be the subject of a Chargeback;
    3. you have discharged all your obligations to us under this Agreement.
       Granting access
27. Once your Initial Merchant questionnaire has been accepted, if you are eligible, we will send you details of how to access our online Remote Access Module (RAM) or similar web-based application.
28. During the term of the Agreement, through RAM (web-based application), we will provide you with access to all data relating to submitted transactions, a breakdown of your charges and fees for the Services – transaction fees, account fees and settlement.
29. Access credentials (user name and password) will be provided to the person designated in the Basic questionnaire. You are responsible for maintaining adequate security and control of your access credentials.
    Merchant equipment and software
30. 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 (API) and submit Transactions for processing by Paywiser.
31. Paywiser provides standard software modules and installation guides to the Merchant to help enable the connection to the Payment Interface and may provide software tooling provided or approved by Paywiser to connect to the API.
32. We reserve 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 Paywiser 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. (i) the need to follow generally accepted changes in industry standards,
    2. (ii) changes in applicable laws or Scheme Rules, (iii) the need for increased security due to security risks identified by Paywiser (iv) 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 Paywiser within 1 (one) month after Paywiser announced the change.
33. Paywiser endeavours to minimise changes to the API Interface.
34. Paywiser will announce changes to the API Interface for the Merchant in reasonable time in advance to allow Merchant to prepare for any impact.

ANCILLARY SERVICES

Application processing and due diligence

1. Before entering into, extending, or renewing our Agreement with you and during the term in which the Agreement is in full force and effect, we will request to be provided with information and documents (“Information”).
2. You agree to provide us, upon reasonable request and at your expense, with accurate, precise, complete and updated Information.
3. We will impose certain requirements in respect of content, issuer, validity period, etc. for the documents that we will request you to provide us with.
4. From time to time we may request the provided documents to be certified as a true copy of the original document according to the following guidelines:
   1. on the copy of the document it must be written ‘Certified to be a true copy of the original seen by me and must be signed and dated. The certification should also contain the following information: the name of the certifying person, the signature, their occupation, contact details;
   2. the certified copy to be signed by one of the following professionals: notary, ambassador, consul, solicitor or other individual licensed to practise law, chartered accountant.
5. If the provided documents are not written in English, we may request to be translated and the translation to be certified by the translation company. On the translated copy of the document it must be written that it’s a ‘true and accurate translation of the original document’, the date of the translation and the full name and contact details of the translator or a representative of the translation company.
6. You acknowledge and agree that we will:
   1. research your background including, but not limited to, credit background checks, banking relationships, and financial history;
   2. collect data and/or information about you through automatic means, public registers, social media, data vendors or other data providers;
   3. request other information about you.
7. We will use the collected Information to comply with statutory services, for due diligence services, to carry out risk analysis, for fraud prevention and risk management, for the purpose of monitoring and evaluating your financial and credit status, to defend any claim made against us by any Cardholder and to provide you with the Services.
8. In case you do not start processing within 6 months from the Effective Date of the Agreement, you will be required to submit updated documentation, as required for the entering into the Agreement.
9. For the purpose of assessing and managing credit and fraud risks, you are required to provide us, upon request, with copies of financial accounts, supplier invoices, customer contracts and any other documentation, which we might request.
10. In order to defend any claim made against us by any Cardholder, you will provide us with all Information and assistance which we may reasonably require.
11. The Merchant undertakes to provide to us immediately on request: the names of each principal and that principal’s country of domicile; and Transaction reports including such details as we and/or the Partner Bank may require, such information as we may request from time to time in order to respond to any request from, or information filing obligation owed to, any International Payment System,
12. The Merchant agrees that we or the Partner Bank may share such information with the International Payment Systems and governmental or quasi-governmental entities in its absolute discretion.
13. We undertake not to use the Transaction Data for purposes other than the lawful processing of such data in accordance with the PCI DSS requirements and as requested by the Rules of the International Payment Systems.
    Integration with our processing platform
14. You are responsible for your technical integration with our processing platform and all costs and expenses directly or indirectly incurred in successfully completing the technical integration.
15. You will be responsible for:
    1. ensuring that you have system administrator(s) who is/are familiar with Payment System integration(s) and can act as first point of contact;
    2. informing us of any changes to your system administrator’s contact details without undue delay;
    3. providing the telecommunications and network services and correctly configured hardware and other equipment needed for the integration;
    4. the configuration and management of access to our processing platform; and
    5. obtaining our prior written consent to any integration of payment gateway(s) which you may wish to undertake; and
    6. any work required for any integration approved by us.
16. You are responsible for your technical integration with our processing platform and all costs and expenses directly or indirectly incurred in successfully completing the technical integration.If we explicitly agree so, throughout the term of the Agreement we will provide you with software and systems required to enable your integration with our processing platform that will enable you to receive acquiring Services.
    Gateway services
17. Throughout the term of the Agreement we will provide you with Payment Gateway services in order for you to connect to our processing platform as well as technical support necessary for acceptance of the cards on Merchant´s website. You undertake to use our Payment Gateway services as described in this Agreement and Gateway Software.
18. We will provide Payment Gateway on continuous basis, 24 hours a day, 7 days a week, 365 days a year.
19. We will provide you with RAM access to our Payment Gateway enabling:
    1. transaction monitoring;
    2. transaction reports downloading;
    3. other functionalities upon agreement.
20. We will provide you with detailed instructions on how to access and how to use our Payment Gateway.
21. We are responsible for the security of the Sensitive Payment Data that we store, process or transmit on your behalf to the extent that we could impact the security of your Cardholder Data environment.
22. We and the Partner Bank undertake to process Original Credit Transactions only for goods and services that are in conformity with the types of commercial activity of each Merchant specified in the Initial Merchant Questionnaire;
    Payment Pages
    General requirements
23. The Services shall be used by the Merchant for Card Not Present Transactions via the Payment Pages unless agreed otherwise in the Merchant Agreement. The Merchant redirects the Customer to the secured Payment Page.
24. Merchant shall not capture, register and/or have the Customer fill in, any payment details (expressly including Credit Card data) on its own site, but will use the Payment Pages instead to have the Customer submit its Payment details there.
25. Merchant will not use screen grabbing or other emulation technologies to input Payment details onto the Payment Pages.
26. You must not use any Payment Page(s)unless we have agreed to this in writing. You shall request our consent to make changes to approved Payment Page(s) before submitting any Transaction Data to us.
27. If we allow you to use any Payment Page(s), you are responsible for its security, safekeeping and maintenance to submit Transactions to us.
28. If we feel any agreed Payment Page no longer meets our security standards in respect of Sensitive Payment Data, we may require you to replace it.
    Payment page
29. In order to send Transaction Data relating to E-commerce Transactions you need to have a Payment Page that is hosted by you or by Third Party Service Provider on your behalf and is approved by us.
30. Where you are using Payment Page provided by us:
    1. we are responsible for ensuring that the Payment Page is PCI DSS Level 1 compliant in respect of the collection and storage of Sensitive Payment Data and will engage with the PCI SCC to the extent necessary to achieve this; and
    2. you must undertake all Transactions using SCA, unless otherwise agreed in writing with us. API Interface
31. Connections to the API interface are made with “REST” calls using HTTPS. Authentication is performed via a combination of Store ID/Retailer code, IP and/or client certificate checks.
32. Merchant undertakes that he will use SCA for all Transactions.
33. If Merchant does not activate SCA for Transactions offered via the API interface where such option is available, Paywiser has a right to suspend Merchant´s Agreement.
34. The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules and on Paywiser’s first request demonstrate such compliance and provide its valid certification of its compliance.
    Pay by link
35. Pay by Link is an easy and secure way that allows merchants to receive payments from customers. You will generate a payment link by providing payment details (amount and currency) in paybylink.paywiser.com. You can then share the link with your customers through the desired engagement channels. When your customers visit the link, they are prompted to complete the payment. After they have completed the payment, you can review the payment status and transaction details in office.paywiser.com under the Transactions Links page. This makes payment easy and convenient for your customers, and you receive your money up to three times faster.
36. It is essential for a message containing a payment link to be trustworthy. In Pay by link, you can use your own logo. The text of an email or text message can always be tailored to the message you want to convey. This promotes trustworthiness and increases conversion.
    Risk management
    General provisions
37. When offering your products and/or services, you are required to comply with the rules set in the Standards regarding you as a Merchant, your relationships with Customers and third parties, use of Cards as payment method.
38. We shall conduct monitoring of your business, including transaction processing to ensure its ongoing compliance with the Regulatory Requirements and the Standards and to support you on an ongoing basis to address the risks, to which you might be exposed, related to the conduct of your business. We may have to provide our Partner Bank with the results of our monitoring reviews and inform the Partner Bank of any non-compliance or suspected non-compliance issues.
39. You undertake to follow strictly our instructions regarding card acceptance and transaction processing that aim to ensure your compliance with the Standards and to reduce the level of your risk exposure.
    Transaction limits
40. We may impose limits on the transactions we will process for you over a period of time. These limits can be:
    1. amount limits – per single transaction, per card per day/ week/month
    2. accounts limits – per card per day/week/month
41. We shall review these limits and where we identify a need to amend them, we will do so.
42. If you exceed an established limit, processing may be suspended and we may retain settlement funds until new limits are agreed, or we may amend the charges and fees payable by you under the Agreement.
    Security of payment details
43. Merchant guarantees not to copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, ‘PIN’ codes that are entered on the Payment Page. If Paywiser has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Paywiser has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Paywiser harmless from any losses, claims costs or damage Paywiser incurs as a result of Merchant’s breach of this obligation.
    Fraud
44. All Transactions processed by the Paywiser Services will be screened by the our fraud scrubbing tools, which performs a number of checks on the Transactions. Fraud scrubbing tools do not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. Paywiser has a possibility to request to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the fraud scrubbing tools failed to block the Transaction.
    Captures
45. For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Customer indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation 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 understands that Authorised 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 Authorisation is no longer valid, increasing the chances of the capture not leading to a successful settlement of the related payment. Merchant should generally take into account that the capture period can be as short as 5 days after Authorisation.
    Customer support
46. Our personnel will be available to answer your inquiries relating to the Services on Business Days during our Working Hours, unless otherwise agreed.
47. We will conduct our communications with you in a courteous, prompt and efficient manner and will use our best efforts to resolve any issue you might have with regards to the Services.
    Trainings and educational support
48. We will provide you on an ongoing basis with trainings, educational support and notifications in order to ensure your compliance with the Regulatory Requirements, the Standards and the Agreement.
49. You undertake to familiarise yourself with all materials we provide you with under the Agreement and to participate in all trainings and workshops that we organise for you.

MERCHANT`S RIGHTS AND DUTIESCompliance

1. You acknowledge that you are aware of and undertake to operate in compliance with the applicable Regulatory Requirements, rules and technical requirements set by the International Payment Systems and by us and/or our Partner Bank, Standards and the Agreement, and to refrain from actions that could harm the safety, security and soundness of the Payment System. You also acknowledge to abide with laws regarding prevention of money laundering and terrorist financing.
2. The Merchant undertakes to comply promptly with conditions regarding risk as the International Payment Systems and we may from time to time determine to be necessary and impose on the Merchant.
   Card acceptance
   1. This Agreement sets forth the terms pursuant to which you are authorised to accept Cards. Display of acceptance mark
   2. You must display appropriate Card Schemes` marks at your merchant Website where payment methods are listed to indicate which Cards are accepted for payments.
   3. When you display Card Scheme acceptance mark at your merchant Website, you agree to accept the Card(s) of this Card Scheme for payment.
   4. At your Website and/or application, the preferred way to communicate acceptance is to display the mark at the point of payment choice in full colour.
   5. In all cases, you must display the acceptance marks at parity (in terms of size, frequency, and location) with all other acceptance marks of any type shown.
      Cardholder Transaction processing
      General requirements
   6. You undertake to submit to us only records of valid Transactions completed by you. You must not submit any Transaction that:
      1. is from Customer with which you are not in an agreement, including when the agreement you had is terminated;
      2. is for products and/or services that do not fall within your business, as described in the Initial Merchant Questionnaire;
      3. is recurring or unscheduled credential-on-file transaction and you have not fulfilled the conditions of your agreement with the Cardholder;
      4. is for payment of products and/or services that are not shipped or provided;
      5. was subsequently reversed for the full amount or represent the amount of the partial Authorisation request;
      6. was previously disputed and subsequently returned to the Merchant. However, the Merchant may pursue payment from the Customer outside the card Payment System;
      7. is illegal (transaction must be legal in both your Customer`s and Merchant`s Location jurisdiction);
      8. is from a Customer that is not allowed by law to purchase a product or a service, due to age limit or other limitation.
      9. is brand damaging;
      10. relates in any way to a country or a person subject to financial sanctions imposed by the authorities of the United Nations, the European Union, the United Kingdom or the United States.
          Reversal and adjustment
   7. If you processed a Transaction in error, you must process a Reversal or an Adjustment within 30 calendar days.
      Cardholder right of dispute
   8. You must not impose, as a condition of Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction or any other right.
      Refunds
      1. You must process a Refund only for the purpose of crediting funds to a Cardholder for returned products, cancelled services, or a price adjustment related to a prior purchase.
      2. The Refund must not exceed the authorised amount of the related Payment Transaction.
      3. You must provide a Refund in connection with a Transaction on the same Card as was used for the original Payment Transaction, not by cash or check. Only in case the Card has expired, it is possible to refund to the Customer´s bank account.
      4. You must not:
         1. accept payment from a Cardholder for the purpose of processing a Refund;
         2. process a Refund without having completed a previous Payment Transaction with the same Cardholder.
      5. When handling the Refunds, you must strictly follow the instructions given to you by us after concluding this Agreement and any amendments thereto.
         Transaction amount
      6. You must not establish a minimum or maximum transaction amount as a condition for honouring a Card.
         Payment of existing debt
      7. You must not submit any Transaction that represents the refinancing or transfer of an existing Cardholder obligation that is deemed to be uncollectible or arises from the dishonour of a Cardholder’s personal check.
         Scrip prohibition
      8. The Merchant must not accept a Card for the purchase of Scrip.
      9. Scrip means a substitute or alternative to legal tender that entitles the holder to receive something in return. It´s available in various forms, usually as a form of credit.
         Deposition of Transactions
      10. In presenting or submitting Transaction Data to us, you confirm that:
          1. the submitted Transaction Data are complete and accurate;
          2. all statements and facts contained in the Transaction Data are correct and complete to the best of your knowledge;
          3. you have supplied (or, for a prepayment or deposit, have agreed to supply) the products and/or services to which the Transaction Data relates and to the value stated in the Transaction Data;
          4. you have fulfilled the conditions of your agreement with the Cardholder for an Instalment Transaction, a Recurring Transaction, or an unscheduled credential on-file transaction;
          5. you haven’t split a Transaction into 2 or more Transactions.
      11. By sending the Transaction Data you confirm that you have provided the products and/or services to the Cardholder and that you have met any responsibility that you may have to the Cardholder. Any failure to meet your responsibilities to the Cardholder will be considered breach of the Agreement.
          E-commerce Transactions
      12. You undertake not to use any Website in any way which might jeopardise the integrity, confidentiality, or security of your Terminals, associated equipment, any computer system, servers or network used by you to communicate with us or with Cardholders or other computer systems including through disabling devices and unsolicited e-mails.
      13. Your Website and/or application must clearly and prominently display all information required in line with the Standards, including:
          1. information about you, including: name, country, mailing address, electronic mail address, telephone number, trade register and registration number, and if applicable
             –
             VAT identification number; contact detail of customer service;
          2. information about your products and/or services – complete description of the products/services provided;
          3. information about the payment, including acceptance marks, price, transaction currency, timing of billing, timing of fulfilment of transaction, function (button) for Cardholder to confirm the purchase before the completion of the sale; description of your security capabilities;
          4. legal restrictions, if known, such as export restrictions;
          5. rules, policies, procedures, including – terms and conditions, delivery policy and policy on split shipments, Surcharge policy, Return/refund policy, Cancellation policy, Consumer data privacy policy, Dispute resolution process, Code of conduct;
          6. placement of order – availability of technical means allowing customer to identify and correct input errors, prior to the placing of an order and provision of acknowledgement of order receipt.
      14. You are responsible for verifying the Cardholder’s address and ensure the products are dispatched to this address.
      15. Specific requirements may apply depending on the products and/or services offered.
      16. If you fail to implement SCA within a timescale acceptable to us, your right to process Transactions may be terminated immediately.
      17. When using SCA you must comply with any instructions given by us.
          Transaction Receipt
      18. You must display printable receipt page and you must provide the Cardholder either with direct link to Transaction Receipt or to provide the receipt via email or other electronic means. The Transaction Receipt must be in a static format that cannot be easily manipulated after the card has been credited.
      19. Transaction Receipt must contain, at least
          1. (i) Merchant details – name/descriptor and location – city and country;
          2. (ii) payment details –amount, currency, currency conversion rates, surcharge;
          3. (iii) the last 4 digits of the PAN. The receipt must not contain any Sensitive Payment Data such as the PIN and the CVV.
      20. You must retain a Transaction Receipt for at least 13 months from the date of the Transaction and provide it to us upon request.
          Solicitation materials
      21. In case you use solicitation materials referring to Paywiser or our Services (such as advertisements, stationery, business cards, sales brochures, Website promotional content, etc.) you must have our prior written approval. We are entitled to suspend any marketing campaign referring to Paywiser or our Services if the content of the materials is not in compliance with the applicable Regulatory Requirements, the Standards and the Agreement.
      22. Your solicitation materials must NOT include misleading or deceptive statements, including statements:
          1. that you are a member/representative of Visa/MasterCard;
          2. that your registration with Visa/MasterCard, if such, is endorsement of your products and/or services;
          3. that imply that you are participating in an activity not permitted by the Standards.
             Use of Card Schemes Marks
      23. You acknowledge that each Card Scheme is the sole owner of their respective trademarks.
      24. You agree:
          1. to use one or more of the trademarks to indicate acceptance for payment, provided that the conditions in the Standards are met;
          2. not to use Card Schemes` marks for promotional or advertising purposes in any media, unless the Card Schemes` Standards permit their use;
          3. not to use Card Schemes` marks in a way that implies endorsement of your products and/or services;
          4. not to contest the ownership of the trademarks for any reason;
          5. that the Card Scheme(s) may prohibit you from using any of their trademarks for any reason.
      25. You may use one or more of the trademarks in connection with your products and/or services, provided the trademarks are used:
          1. in accordance with the Standards, including all current reproduction, usage and artwork Standards; and
          2. according to our express written instructions; and
          3. solely in connection with the provision of your products and/or services.
             Sensitive Payment Data security
      26. You are solely responsible for the safety and security of the stored, processed and transmitted Sensitive Payment Data. To verify your compliance with PCI-DSS we will require to be provided with necessary documents.
          Use of Sensitive Payment Data
      27. You must comply with all of the following:
          1. not request or use an account number for any purpose that is not related to payment for your products and/or services, except when for the products and/or services is paid by using that account number;
          2. not display the full Account Number to the Cardholder online, if you are e-commerce Merchant;
          3. not request the Cardholder to reveal their PIN;
          4. not request a Card Verification Value 2 (CVV2) from the Cardholder on any written form;
          5. reproduce the Cardholder’s signature only at our specific written request or in response to a obtaining request;
          6. store and use a stored credential only as agreed with the Cardholder;
          7. must not extract, keep or reveal any security code, other than for the purposes of processing Transaction Data.
             Data Security Event
      28. If a Data Security Event occurs or if you suspect that a Data Security Event has occurred, you will notify us in writing immediately providing the following details:
          1. your full name, trading name (if any) and the MID(s) alleged to have been breached;
          2. a full description of the actual or suspected Data Security Event;
          3. details of the number of Cardholders affected by the actual or suspected Data Security Event; and
          4. a copy of all correspondence between you and any Card Issuer or Cardholder concerning the actual or suspected Data Security Event.
      29. You will provide us immediately with any additional information which we need in connection with the actual or suspected Data Security Event.
      30. You must obtain our consent prior to incurring any expenses of any type for which we may be responsible in remedying a Data Security Event (we will give our consent unless there is a good reason not to).
          Audit
      31. For the purpose of determining compliance, we may conduct audits of your recruitment, inventory, solicitation, sales and trading materials, operational controls, established fees and adherence to the Standards.
      32. We shall give you a minimum of 30 (thirty) days written notice of any exercise of our rights under this section “Audit”, except where the requirements of a regulatory authority do not permit such notice, or we have immediate data security, compliance or fraud concerns.
      33. We shall exercise our rights under section “Audit” reasonably and usually no more than once a year unless a regulatory authority requires otherwise or there are immediate data security, compliance or fraud concerns
      34. Upon our request, you shall:
          1. permit or procure us or our duly authorised representatives to have access to all or any of your premises where, or systems on which, your business trades or where your records or stock are located, during your Working Hours, to examine all or any such premises, systems, records or stock and those of any other business which we consider is or may be connected to you;
          2. permit or procure us or our duly authorised representatives to take and retain copies of all or any such records; and
          3. provide to us or our duly authorised representatives with honest and comprehensive answers to any enquiry we may make in relation to you and your business
      35. On our request you shall provide us with your Action plan immediately but no later than 6 (six) Business Days after receipt of our request.
      36. You shall provide us with your Action Plan, if the number of your Chargebacks or fraudulent Transactions exceeds at least one of the following parameters:
          1. on the Transactions conducted via the Cards issued under the brand of “MasterCard”, “Maestro”, “Visa” and “Visa Electron” – 50 (fifty) Chargebacks and/or 1% (one percent) of the total number of Transactions for the current month;
          2. the amount of fraudulent Transactions conducted via the Cards issued under the brand of “MasterCard” and “Maestro” exceeds 3 000 USD (three thousand US dollars) and/or 3% (three percent) of the total amount of Transactions for the current month;
          3. the amount of fraudulent Transactions conducted via the Cards issued under the brand of “MasterCard” and “Maestro” exceeds 3 000 USD (three thousand US dollars) and/or 3% (three percent) of the total amount of Transactions for the current month;the amount of fraudulent Transactions conducted via the Cards issued under the brand of “Visa” and “Visa Electron” exceeds 25 000 USD (twenty five thousand US dollars) and/or 1% (one percent) of the total amount of Transactions for the current month;
             Cooperation with the Card Schemes
      37. You undertake to cooperate fully with the Card Schemes in any investigation, inspection, audit, review that aims to ensure that you are complying with the Card Scheme Standards and operating in a safe and sound manner, which includes providing access to the premises and to all pertinent records, including financial reports, and promptly supply them with all information and materials needed upon request within the stipulated timeframe.

ANCILLARY SERVICES

Application processing and due diligence

1. Before entering into, extending, or renewing our Agreement with you and during the term in which the Agreement is in full force and effect, we will request to be provided with information and documents (“Information”).
2. You agree to provide us, upon reasonable request and at your expense, with accurate, precise, complete and updated Information.
3. We will impose certain requirements in respect of content, issuer, validity period, etc. for the documents that we will request you to provide us with.
4. From time to time we may request the provided documents to be certified as a true copy of the original document according to the following guidelines:
   1. on the copy of the document it must be written ‘Certified to be a true copy of the original seen by me and must be signed and dated. The certification should also contain the following information: the name of the certifying person, the signature, their occupation, contact details;
   2. the certified copy to be signed by one of the following professionals: notary, ambassador, consul, solicitor or other individual licensed to practise law, chartered accountant.
5. If the provided documents are not written in English, we may request to be translated and the translation to be certified by the translation company. On the translated copy of the document it must be written that it’s a ‘true and accurate translation of the original document’, the date of the translation and the full name and contact details of the translator or a representative of the translation company.
6. You acknowledge and agree that we will:
   1. research your background including, but not limited to, credit background checks, banking relationships, and financial history;
   2. collect data and/or information about you through automatic means, public registers, social media, data vendors or other data providers;
   3. request other information about you.
7. We will use the collected Information to comply with statutory services, for due diligence services, to carry out risk analysis, for fraud prevention and risk management, for the purpose of monitoring and evaluating your financial and credit status, to defend any claim made against us by any Cardholder and to provide you with the Services.
8. In case you do not start processing within 6 months from the Effective Date of the Agreement, you will be required to submit updated documentation, as required for the entering into the Agreement.
9. For the purpose of assessing and managing credit and fraud risks, you are required to provide us, upon request, with copies of financial accounts, supplier invoices, customer contracts and any other documentation, which we might request.
10. In order to defend any claim made against us by any Cardholder, you will provide us with all Information and assistance which we may reasonably require.
11. The Merchant undertakes to provide to us immediately on request: the names of each principal and that principal’s country of domicile; and Transaction reports including such details as we and/or the Partner Bank may require, such information as we may request from time to time in order to respond to any request from, or information filing obligation owed to, any International Payment System,
12. The Merchant agrees that we or the Partner Bank may share such information with the International Payment Systems and governmental or quasi-governmental entities in its absolute discretion.
13. We undertake not to use the Transaction Data for purposes other than the lawful processing of such data in accordance with the PCI DSS requirements and as requested by the Rules of the International Payment Systems.
    Integration with our processing platform
14. You are responsible for your technical integration with our processing platform and all costs and expenses directly or indirectly incurred in successfully completing the technical integration.
15. You will be responsible for:
    1. ensuring that you have system administrator(s) who is/are familiar with Payment System integration(s) and can act as first point of contact;
    2. informing us of any changes to your system administrator’s contact details without undue delay;
    3. providing the telecommunications and network services and correctly configured hardware and other equipment needed for the integration;
    4. the configuration and management of access to our processing platform; and
    5. obtaining our prior written consent to any integration of payment gateway(s) which you may wish to undertake; and
    6. any work required for any integration approved by us.
16. If we explicitly agree so, throughout the term of the Agreement we will provide you with software and systems required to enable your integration with our processing platform that will enable you to receive acquiring Services.
    Gateway services
17. Throughout the term of the Agreement we will provide you with Payment Gateway services in order for you to connect to our processing platform as well as technical support necessary for acceptance of the cards on Merchant´s website. You undertake to use our Payment Gateway services as described in this Agreement and Gateway Software.
18. We will provide Payment Gateway on continuous basis, 24 hours a day, 7 days a week, 365 days a year.
19. We will provide you with RAM access to our Payment Gateway enabling:
    1. transaction monitoring;
    2. transaction reports downloading;
    3. other functionalities upon agreement.
20. We will provide you with detailed instructions on how to access and how to use our Payment Gateway.
21. We are responsible for the security of the Sensitive Payment Data that we store, process or transmit on your behalf to the extent that we could impact the security of your Cardholder Data environment.
22. We and the Partner Bank undertake to process Original Credit Transactions only for goods and services that are in conformity with the types of commercial activity of each Merchant specified in the Initial Merchant Questionnaire;
    Payment Pages
    General requirements
23. The Services shall be used by the Merchant for Card Not Present Transactions via the Payment Pages unless agreed otherwise in the Merchant Agreement. The Merchant redirects the Customer to the secured Payment Page.
24. Merchant shall not capture, register and/or have the Customer fill in, any payment details (expressly including Credit Card data) on its own site, but will use the Payment Pages instead to have the Customer submit its Payment details there.
25. Merchant will not use screen grabbing or other emulation technologies to input Payment details onto the Payment Pages.
26. You must not use any Payment Page(s)unless we have agreed to this in writing. You shall request our consent to make changes to approved Payment Page(s) before submitting any Transaction Data to us.
27. If we allow you to use any Payment Page(s), you are responsible for its security, safekeeping and maintenance to submit Transactions to us.
28. If we feel any agreed Payment Page no longer meets our security standards in respect of Sensitive Payment Data, we may require you to replace it.
    Payment page
29. In order to send Transaction Data relating to E-commerce Transactions you need to have a Payment Page that is hosted by you or by Third Party Service Provider on your behalf and is approved by us.
30. Where you are using Payment Page provided by us:
    1. we are responsible for ensuring that the Payment Page is PCI DSS Level 1 compliant in respect of the collection and storage of Sensitive Payment Data and will engage with the PCI SCC to the extent necessary to achieve this; and
    2. you must undertake all Transactions using SCA, unless otherwise agreed in writing with us.
       API Interface
31. Connections to the API interface are made with “REST” calls using HTTPS. Authentication is performed via a combination of Store ID/Retailer code, IP and/or client certificate checks.
32. Merchant undertakes that he will use SCA for all Transactions.
33. If Merchant does not activate SCA for Transactions offered via the API interface where such option is available, Paywiser has a right to suspend Merchant´s Agreement.
34. The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules and on Paywiser’s first request demonstrate such compliance and provide its valid certification of its compliance.
    Pay by link
35. Pay by Link is an easy and secure way that allows merchants to receive payments from customers. You will generate a payment link by providing payment details (amount and currency) in paybylink.paywiser.com. You can then share the link with your customers through the desired engagement channels. When your customers visit the link, they are prompted to complete the payment. After they have completed the payment, you can review the payment status and transaction details in office.paywiser.com under the Transactions Links page. This makes payment easy and convenient for your customers, and you receive your money up to three times faster.
36. It is essential for a message containing a payment link to be trustworthy. In Pay by link, you can use your own logo. The text of an email or text message can always be tailored to the message you want to convey. This promotes trustworthiness and increases conversion.
    Risk management
    General provisions
37. When offering your products and/or services, you are required to comply with the rules set in the Standards regarding you as a Merchant, your relationships with Customers and third parties, use of Cards as payment method.
38. We shall conduct monitoring of your business, including transaction processing to ensure its ongoing compliance with the Regulatory Requirements and the Standards and to support you on an ongoing basis to address the risks, to which you might be exposed, related to the conduct of your business. We may have to provide our Partner Bank with the results of our monitoring reviews and inform the Partner Bank of any non-compliance or suspected non-compliance issues.
39. You undertake to follow strictly our instructions regarding card acceptance and transaction processing that aim to ensure your compliance with the Standards and to reduce the level of your risk exposure.
    Transaction limits
40. We may impose limits on the transactions we will process for you over a period of time. These limits can be:
    1. amount limits – per single transaction, per card per day/ week/month
    2. accounts limits – per card per day/week/month
41. We shall review these limits and where we identify a need to amend them, we will do so.
42. If you exceed an established limit, processing may be suspended and we may retain settlement funds until new limits are agreed, or we may amend the charges and fees payable by you under the Agreement.
    Security of payment details
43. Merchant guarantees not to copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, ‘PIN’ codes that are entered on the Payment Page. If Paywiser has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Paywiser has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Paywiser harmless from any losses, claims costs or damage Paywiser incurs as a result of Merchant’s breach of this obligation.
    Fraud
44. All Transactions processed by the Paywiser Services will be screened by the our fraud scrubbing tools, which performs a number of checks on the Transactions. Fraud scrubbing tools do not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. Paywiser has a possibility to request to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the fraud scrubbing tools failed to block the Transaction.
    Captures
45. For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Customer indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation 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 understands that Authorised 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 Authorisation is no longer valid, increasing the chances of the capture not leading to a successful settlement of the related payment. Merchant should generally take into account that the capture period can be as short as 5 days after Authorisation.
    Customer support
46. Our personnel will be available to answer your inquiries relating to the Services on Business Days during our Working Hours, unless otherwise agreed.
47. We will conduct our communications with you in a courteous, prompt and efficient manner and will use our best efforts to resolve any issue you might have with regards to the Services.
    Trainings and educational support
48. We will provide you on an ongoing basis with trainings, educational support and notifications in order to ensure your compliance with the Regulatory Requirements, the Standards and the Agreement.
49. You undertake to familiarise yourself with all materials we provide you with under the Agreement and to participate in all trainings and workshops that we organise for you.

MERCHANT`S RIGHTS AND DUTIESCompliance

1. You acknowledge that you are aware of and undertake to operate in compliance with the applicable Regulatory Requirements, rules and technical requirements set by the International Payment Systems and by us and/or our Partner Bank, Standards and the Agreement, and to refrain from actions that could harm the safety, security and soundness of the Payment System. You also acknowledge to abide with laws regarding prevention of money laundering and terrorist financing.
2. The Merchant undertakes to comply promptly with conditions regarding risk as the International Payment Systems and we may from time to time determine to be necessary and impose on the Merchant.
   Card acceptance
   1. This Agreement sets forth the terms pursuant to which you are authorised to accept Cards. Display of acceptance mark
   2. You must display appropriate Card Schemes` marks at your merchant Website where payment methods are listed to indicate which Cards are accepted for payments.
   3. When you display Card Scheme acceptance mark at your merchant Website, you agree to accept the Card(s) of this Card Scheme for payment.
   4. At your Website and/or application, the preferred way to communicate acceptance is to display the mark at the point of payment choice in full colour.
   5. In all cases, you must display the acceptance marks at parity (in terms of size, frequency, and location) with all other acceptance marks of any type shown.
      Cardholder Transaction processing
      General requirements
   6. You undertake to submit to us only records of valid Transactions completed by you. You must not submit any Transaction that:
      1. is from Customer with which you are not in an agreement, including when the agreement you had is terminated;
      2. is for products and/or services that do not fall within your business, as described in the Initial Merchant Questionnaire;
      3. is recurring or unscheduled credential-on-file transaction and you have not fulfilled the conditions of your agreement with the Cardholder;
      4. is for payment of products and/or services that are not shipped or provided;
      5. was subsequently reversed for the full amount or represent the amount of the partial Authorisation request;
      6. was previously disputed and subsequently returned to the Merchant. However, the Merchant may pursue payment from the Customer outside the card Payment System;
      7. is illegal (transaction must be legal in both your Customer`s and Merchant`s Location jurisdiction);
      8. is from a Customer that is not allowed by law to purchase a product or a service, due to age limit or other limitation.
      9. is brand damaging;
      10. relates in any way to a country or a person subject to financial sanctions imposed by the authorities of the United Nations, the European Union, the United Kingdom or the United States.
          Reversal and adjustment
   7. If you processed a Transaction in error, you must process a Reversal or an Adjustment within 30 calendar days.
   Cardholder right of dispute
3. You must not impose, as a condition of Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction or any other right.
   Refunds
   1. You must process a Refund only for the purpose of crediting funds to a Cardholder for returned products, cancelled services, or a price adjustment related to a prior purchase.
   2. The Refund must not exceed the authorised amount of the related Payment Transaction.
   3. You must provide a Refund in connection with a Transaction on the same Card as was used for the original Payment Transaction, not by cash or check. Only in case the Card has expired, it is possible to refund to the Customer´s bank account.
   4. You must not:
      1. accept payment from a Cardholder for the purpose of processing a Refund;
      2. process a Refund without having completed a previous Payment Transaction with the same Cardholder.
4. When handling the Refunds, you must strictly follow the instructions given to you by us after concluding this Agreement and any amendments thereto.
   Transaction amount
5. You must not establish a minimum or maximum transaction amount as a condition for honouring a Card.
   Payment of existing debt
6. You must not submit any Transaction that represents the refinancing or transfer of an existing Cardholder obligation that is deemed to be uncollectible or arises from the dishonour of a Cardholder’s personal check.
   Scrip prohibition
7. The Merchant must not accept a Card for the purchase of Scrip.
8. Scrip means a substitute or alternative to legal tender that entitles the holder to receive something in return. It´s available in various forms, usually as a form of credit.
   Deposition of Transactions
9. In presenting or submitting Transaction Data to us, you confirm that:
   1. the submitted Transaction Data are complete and accurate;
   2. all statements and facts contained in the Transaction Data are correct and complete to the best of your knowledge;
   3. you have supplied (or, for a prepayment or deposit, have agreed to supply) the products and/or services to which the Transaction Data relates and to the value stated in the Transaction Data;
   4. you have fulfilled the conditions of your agreement with the Cardholder for an Instalment Transaction, a Recurring Transaction, or an unscheduled credential on-file transaction;
   5. you haven’t split a Transaction into 2 or more Transactions.
10. By sending the Transaction Data you confirm that you have provided the products and/or services to the Cardholder and that you have met any responsibility that you may have to the Cardholder. Any failure to meet your responsibilities to the Cardholder will be considered breach of the Agreement.
    E-commerce Transactions
11. You undertake not to use any Website in any way which might jeopardise the integrity, confidentiality, or security of your Terminals, associated equipment, any computer system, servers or network used by you to communicate with us or with Cardholders or other computer systems including through disabling devices and unsolicited e-mails.
12. Your Website and/or application must clearly and prominently display all information required in line with the Standards, including:
    1. information about you, including: name, country, mailing address, electronic mail address, telephone number, trade register and registration number, and if applicable
       –
       VAT identification number; contact detail of customer service;
    2. information about your products and/or services – complete description of the products/services provided;
    3. information about the payment, including acceptance marks, price, transaction currency, timing of billing, timing of fulfilment of transaction, function (button) for Cardholder to confirm the purchase before the completion of the sale; description of your security capabilities;
    4. legal restrictions, if known, such as export restrictions;
    5. rules, policies, procedures, including – terms and conditions, delivery policy and policy on split shipments, Surcharge policy, Return/refund policy, Cancellation policy, Consumer data privacy policy, Dispute resolution process, Code of conduct;
    6. placement of order – availability of technical means allowing customer to identify and correct input errors, prior to the placing of an order and provision of acknowledgement of order receipt.
13. You are responsible for verifying the Cardholder’s address and ensure the products are dispatched to this address.
14. Specific requirements may apply depending on the products and/or services offered.
15. If you fail to implement SCA within a timescale acceptable to us, your right to process Transactions may be terminated immediately.
16. When using SCA you must comply with any instructions given by us.
    Transaction Receipt
17. You must display printable receipt page and you must provide the Cardholder either with direct link to Transaction Receipt or to provide the receipt via email or other electronic means. The Transaction Receipt must be in a static format that cannot be easily manipulated after the card has been credited.
18. Transaction Receipt must contain, at least
    1. (i) Merchant details – name/descriptor and location – city and country;
    2. (ii) payment details –amount, currency, currency conversion rates, surcharge;
    3. (iii) the last 4 digits of the PAN. The receipt must not contain any Sensitive Payment Data such as the PIN and the CVV.
19. You must retain a Transaction Receipt for at least 13 months from the date of the Transaction and provide it to us upon request.
    Solicitation materials
20. In case you use solicitation materials referring to Paywiser or our Services (such as advertisements, stationery, business cards, sales brochures, Website promotional content, etc.) you must have our prior written approval. We are entitled to suspend any marketing campaign referring to Paywiser or our Services if the content of the materials is not in compliance with the applicable Regulatory Requirements, the Standards and the Agreement.
21. Your solicitation materials must NOT include misleading or deceptive statements, including statements:
    1. that you are a member/representative of Visa/MasterCard;
    2. that your registration with Visa/MasterCard, if such, is endorsement of your products and/or services;
    3. that imply that you are participating in an activity not permitted by the Standards.
       Use of Card Schemes Marks
22. You acknowledge that each Card Scheme is the sole owner of their respective trademarks.
23. You agree:
    1. to use one or more of the trademarks to indicate acceptance for payment, provided that the conditions in the Standards are met;
    2. not to use Card Schemes` marks for promotional or advertising purposes in any media, unless the Card Schemes` Standards permit their use;
    3. not to use Card Schemes` marks in a way that implies endorsement of your products and/or services;
    4. not to contest the ownership of the trademarks for any reason;
    5. that the Card Scheme(s) may prohibit you from using any of their trademarks for any reason.
24. You may use one or more of the trademarks in connection with your products and/or services, provided the trademarks are used:
    1. in accordance with the Standards, including all current reproduction, usage and artwork Standards; and
    2. according to our express written instructions; and
    3. solely in connection with the provision of your products and/or services.
       Sensitive Payment Data security
25. You are solely responsible for the safety and security of the stored, processed and transmitted Sensitive Payment Data. To verify your compliance with PCI-DSS we will require to be provided with necessary documents.
    Use of Sensitive Payment Data
26. You must comply with all of the following:
    1. not request or use an account number for any purpose that is not related to payment for your products and/or services, except when for the products and/or services is paid by using that account number;
    2. not display the full Account Number to the Cardholder online, if you are e-commerce Merchant;
    3. not request the Cardholder to reveal their PIN;
    4. not request a Card Verification Value 2 (CVV2) from the Cardholder on any written form;
    5. reproduce the Cardholder’s signature only at our specific written request or in response to a obtaining request;
    6. store and use a stored credential only as agreed with the Cardholder;
    7. must not extract, keep or reveal any security code, other than for the purposes of processing Transaction Data.
       Data Security Event
27. If a Data Security Event occurs or if you suspect that a Data Security Event has occurred, you will notify us in writing immediately providing the following details:
    1. your full name, trading name (if any) and the MID(s) alleged to have been breached;
    2. a full description of the actual or suspected Data Security Event;
    3. details of the number of Cardholders affected by the actual or suspected Data Security Event; and
    4. a copy of all correspondence between you and any Card Issuer or Cardholder concerning the actual or suspected Data Security Event.
28. You will provide us immediately with any additional information which we need in connection with the actual or suspected Data Security Event.
29. You must obtain our consent prior to incurring any expenses of any type for which we may be responsible in remedying a Data Security Event (we will give our consent unless there is a good reason not to).
    Audit
30. For the purpose of determining compliance, we may conduct audits of your recruitment, inventory, solicitation, sales and trading materials, operational controls, established fees and adherence to the Standards.
31. We shall give you a minimum of 30 (thirty) days written notice of any exercise of our rights under this section “Audit”, except where the requirements of a regulatory authority do not permit such notice, or we have immediate data security, compliance or fraud concerns.
32. We shall exercise our rights under section “Audit” reasonably and usually no more than once a year unless a regulatory authority requires otherwise or there are immediate data security, compliance or fraud concerns
33. Upon our request, you shall:
    1. permit or procure us or our duly authorised representatives to have access to all or any of your premises where, or systems on which, your business trades or where your records or stock are located, during your Working Hours, to examine all or any such premises, systems, records or stock and those of any other business which we consider is or may be connected to you;
    2. permit or procure us or our duly authorised representatives to take and retain copies of all or any such records; and
    3. provide to us or our duly authorised representatives with honest and comprehensive answers to any enquiry we may make in relation to you and your business
34. On our request you shall provide us with your Action plan immediately but no later than 6 (six) Business Days after receipt of our request.
35. You shall provide us with your Action Plan, if the number of your Chargebacks or fraudulent Transactions exceeds at least one of the following parameters:
    1. on the Transactions conducted via the Cards issued under the brand of “MasterCard”, “Maestro”, “Visa” and “Visa Electron” – 50 (fifty) Chargebacks and/or 1% (one percent) of the total number of Transactions for the current month;
    2. the amount of fraudulent Transactions conducted via the Cards issued under the brand of “MasterCard” and “Maestro” exceeds 3 000 USD (three thousand US dollars) and/or 3% (three percent) of the total amount of Transactions for the current month;
    3. the amount of fraudulent Transactions conducted via the Cards issued under the brand of “Visa” and “Visa Electron” exceeds 25 000 USD (twenty five thousand US dollars) and/or 1% (one percent) of the total amount of Transactions for the current month;
       Cooperation with the Card Schemes
36. You undertake to cooperate fully with the Card Schemes in any investigation, inspection, audit, review that aims to ensure that you are complying with the Card Scheme Standards and operating in a safe and sound manner, which includes providing access to the premises and to all pertinent records, including financial reports, and promptly supply them with all information and materials needed upon request within the stipulated timeframe.

FINANCIA CONDITIONS

Fees and other charges

1. As consideration for the Services provided, you agree to pay us the applicable fees set forth in Pricing Schedule, or as otherwise provided by us along with the Agreement, or, if applicable, upon receipt of an invoice from us.
2. All fees payable to us under the Agreement are immediately due and payable on provision of the relevant Service. Our fees are non-refundable unless otherwise explicitly agreed.
3. Fees are quoted exclusive of Value Added Tax (VAT) or TFS (Tax on Financial Services) when applicable. We will charge VAT/TFS or comparable sales taxes in addition to the fees set forth in the Pricing Schedule if the services, provided by us become subject to VAT/TFS or comparable sales taxes or where Regulatory Requirements require so. Where required, we will provide you with information on the net amount, the amount of tax and the tax rate applied.
4. Where possible, all fees due will be deducted from the available balance (other than one containing client monies) or from any sums payable to the Merchant in order to settle the obligations of the Merchant to us.
5. In case we are unable to deduct the Fees due, we will issue an invoice for the amount owed.
6. All fees owed by you to third parties, are your sole responsibility and are not covered by the Agreement.
7. If you do not pay us the due amounts in the abovementioned timeframe, we may charge default interest from the due date for payment at an annual rate of 8% above the base lending rate in Slovenia from time to time accruing at a daily rate until payment is made in full.
8. For Merchants operating under the Interchange ++ Pricing Model the Interchange and the Card Scheme Fees are applied on pass-through basis per transactions, meaning that they are not retained by Paywiser but are passed to the Issuer and the Card Schemes. The Interchange rates are set by the Card Schemes and are publicly available on the official website of each Card Scheme. The Card Scheme fees are applied by Visa and MasterCard for each transaction depending on the card brand, type, origin and type of transaction. The Card Scheme fees may be amended from time to time based on any fee updates from Visa and MasterCard. You agree to pay the exact amount of the Interchange and the Card Scheme Fees that has been charged.
9. For merchant operating under Blended Pricing, a fixed percentage of the transaction amount values is applied per every transaction. When Blended Pricing is agreed between you and the Paywiser, the Blended fee percentage is calculated by Paywiser based on the Traffic characteristics provided by the Merchant and documented when concluding the agreement and is set in the Pricing Schedule. If the actual Traffic differs materially from the figures provided by the Merchant, Paywiser has the right to proportionally adjust the Blended Fee percentage, based on the actual Traffic characteristics.
10. A currency conversion fee may apply whenever we perform a currency conversion. If the Merchant needs to convert currency in order to perform an action under this Agreement, the Merchant shall apply the rate of the Partner Bank and/or us at the moment of converting.
11. If for any reason the Agreement is terminated before the expiry of six months of the Effective Date, you shall pay to us, upon the date of the termination, an early termination fee in the amount of EUR 200,00. However, we will not charge you for the termination after the expiry of 6 months of the entering into the Agreement.
12. We will not charge you for providing or making available information which is statutory required to be provided or made available. We may charge you for any information which is provided at your request where such information is: (i) additional to the information statutory required to be provided or made available to you; (ii) provided more frequently than is specified in the Agreement; or (iii) provided on paper. In all cases, any charges imposed for provision of information will reasonably correspond to our actual costs for its provision.
13. You agree to repay us the full amount of any:
    1. Chargeback;
    2. Refund issued (if not already deducted from sums paid by us to you);
    3. payments made by us in respect of individual Transaction Data;
    4. fees, fines or other charges payable by us or our Third-Party Service Provider(s) to a Card Scheme or any other person as a result of the ratio of your Chargeback to Transactions exceeding the industry average (as determined by the Card Schemes from time to time);
    5. all costs, charges and/or expenses imposed on us and/or the Partner Bank by any International Payment System in relation to the E-Merchant business’ activities, any breach of the Rules of the International Payment Systems or any actions or inactions of the Merchant in breach of applicable laws and/or regulations;
    6. other fees, fines, losses or other charges payable by us or our Third-Party Service Provider(s) to a Card Scheme (such as registration fees, non-compliance assessment, etc.) or any other person (such as disputes, lawsuits, non-fulfilment of your obligations etc.) in connection with this Agreement.
14. In addition, we may charge you administration fee as a percentage over the amount of the incurred Financial Liabilities. You shall pay all costs of any audit or audits, conducted under the Agreement.
    Security
    General provisions
15. We may establish a Security in relation to you and your processing for the purpose of providing a source of funds to pay us for any and all, actual and reasonably anticipated Financial Liabilities. Such Security will be agreed in Pricing Schedule and held in a manner to be readily identified by you and controlled by us.
16. The Security may include: (i) establishment of a Rolling Reserve; (ii) provision of guarantee in our favour; (iii) other Security agreed between the parties.
17. When determining the Security and its amount we may take into account our risk assessment, including your overall financial standing.
18. You will undertake, at your own expense, any further action (including executing any necessary documents and registering any form of documents) necessary to establish such Security as is reasonably required.
19. The Security will remain in place regardless of any termination of the Agreement for as long as there are residual or contingent Financial Liabilities.
20. We may at any time by notice require you to give Security or to enlarge the provided Security, in a form we will determine, in respect of all sums due at any time under the Agreement or any loss or damage that we may suffer under the Agreement (including any future Chargeback risk). You must comply with our request within the timescale specified in the notice.
21. We will have the right, at any time without notice, to offset any Financial Liabilities from the available Security provided to us or held by us in respect of any liabilities of yours.
22. We may set off, against any sums due from us (whether or not in connection with the Agreement) to you, any sums owed by you to us or which in our reasonable opinion are likely to fall due but remain unpaid by you.
23. If the obligations of the Parties under this Agreement are expressed in different currencies, we may convert either obligation for the purpose of any set-off and/or deduction.
24. For as long as the Merchant has unfulfilled obligations to us, the Merchant shall not be permitted to pledge, charge, mortgage, assign, transfer, encumber or otherwise create security over monies in any account of the Merchant with us.
25. Where you incur a negative balance, meaning that your Financial Liabilities exceed the Security, you will be obliged to pay us immediately upon our request or demand for such payment. Failure to do so is a breach of the Agreement.
26. We may at any time send reminders or take debt collection measures including, but not limited to, mandating a debt collecting agency or solicitors to pursue the claim in court.
27. We will charge you the expenses. reasonably incurred in connection with any debt collection or enforcement efforts.
    Rolling Reserve
28. The amount of the Rolling Reserve will be determined either as:
    1. (i) Up-Front Reserve – as an absolute amount; and/or
    2. (ii) Rolling Reserve – as a percentage of proceeds of Transactions, net of any amounts due to us.
29. The Reserve will be determined by us from time to time at our sole discretion.
30. Where a Reserve has not been established at the Effective Date, we will notify you of the imposition of a Reserve, its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of the Agreement.
    Guarantee
31. We may require the Security to be in the form of a guarantee in which case you will, upon request, procure such guarantee in our favour. The guarantee must be acceptable for us with regards to its issuer (Merchant`s owner(s) or affiliate(s), bank or other credit institution), form and amount.
    Settlement
32. We undertake to make settlements with you only in the currency which is set forth in the Pricing Schedule unless expressly otherwise agreed in writing.
33. The positive net balance between the Pay-in Transactions and the Pay-out Transactions will be settled to you and we shall initiate or procure the initiation of each payment by bank transfer to your Payment Account.
34. You undertake to open and maintain in your name a Payment Account throughout the term of the Agreement and for such period as may be required thereafter.
35. You need to provide us with the full and correct details of your Payment Account.
36. I. f you change your Payment Account:
    1. by changing the financial institution or its branch – you must notify us in writing immediately and must forthwith irrevocably authorise payments to be transferred to the new Payment Account;
    2. with new one, that is held by another entity – then our pre-approval is required.
37. We will not be in default of our settlement obligations if our payment instructions, as specified by you, are not honoured by the financial institution(s) of which the settlement depends.
38. The positive net balance between the Pay-in Transactions and the Pay-out Transactions will be settled to you and we shall initiate or procure the initiation of each payment by bank transfer to your Payment Account.by changing the financial institution or its branch – you must notify us in writing immediately and must forthwith irrevocably authorise payments to be transferred to the new Payment Account;The parties will consider that we have acted with the due care if the payment instructions, as specified by you are promptly entered in the online platform of the financial institutions that serves Paywiser. If the payment instructions are not honoured, you undertake to provide us with new Payment Account, and we will at no time be liable to find an alternative solution for settling.
39. We are responsible for providing settlement of funds directly to your Payment Account. That is why we request the Payment Account to be held in your name. Any payment at your instruction to the Payment Account held in the name other than yours will constitute proper receipt of the funds by you of the sum due in relation to our liability under the Agreement.
40. The settlement period is agreed in Pricing Schedule. Settlement period canbe weekly, bi-weekly or monthly (recommended).
41. We may defer any payment if the amount due is less than the minimum payment threshold, which is 100,00 EUR. The payment will be deferred to the month, in which the threshold has been reached.
42. We, as well, may defer any payment due to the reason listed in section “Suspension of Services”.
43. You acknowledge that by paying the due sum to the designated Payment Account we duly perform our contractual undertakings under the Agreement and our liability for payment of this particular sum will be extinguished, discharged or reduced. If such payment is performed, you will lose your right to seek further monetary or other relief from us. This is without prejudice to the Limitation of liability clause.
44. We will submit a Settlement Statement to you, which will contain information on the amount paid and provide a specification of the invoice summary and transactions encompassed by the settlement.
    Statements, invoices and reports
45. We will prepare in .pdf format and send to you via e-mail a Settlement Statement on your activities in the relevant settlement period (hereinafter the “Settlement Statement”) generally in 3 Business days after the end of the settlement period. The Settlement Statement contains financial information that reflects your activity during the reporting period such as transactions Authorisation, Chargebacks, representments, Refunds, fees, release of Rolling Reserve, etc. You should keep a copy of the Settlement Statements for your records and future reference.
46. After the settlement was made, you must promptly examine the received Settlement Statement and immediately notify us in writing of any inaccuracies and inconsistencies in this document, but not later than 5 (five) days after the receipt of the Settlement Statement.
47. The notification under the previous article should be made in writing so that the details of the notification are clear and complete. The notification must include at least: (i) any unique identifying number, (ii) the amount of the asserted error (expressed in EUR or other applicable currency), (iii), a description of the asserted error; and (iv) an explanation of why you believe an error exists and the cause of it, if known. The notification should be addressed to [email protected].
48. You will be deemed to have accepted and confirmed the Settlement Statement if you do not notify us about any inaccuracies and inconsistencies within the agreed 5 (five) days term.
49. Any delay or failure to exercise your right to notification against the Settlement Statement, will constitute and be considered as a waiver of your rights of claim which arise out of, or relate to, the inaccuracies and inconsistencies in the Settlement Statement and preclude these rights further exercise.
50. Paywiser provides electronic invoices as standard. Printed invoices or statements can be requested (additional costs may be charged by Paywiser).
51. If the Merchant selects weekly or biweekly Settlement period, additional costs may be charged by Paywiser.
    Pricing
52. Paywiser shall be unilaterally entitled to raise the prices for its Services, with 3 (three) months prior notice. Said price increases shall only become effective for the Services rendered by Paywiser starting at the end of the notice period. The Merchant may, however, during the 3 (three) months notice period, cancel the Merchant Agreement with Paywiser for which the price increase is applicable by providing written notice to Paywiser per the end of the three month notice period.
53. For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Partner Banks or Scheme Owners for the use of their payment methods where such fees are not included in the fees charged by Paywiser (e.g. in case the Interchange Fee is increased by the relevant Scheme Owner or Partner Bank where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.
    Inflation
54. Paywiser shall be entitled to change its prices to adjust for inflation with as maximum last year’s published Inflation. Said price change may be applied by Paywiser only once annually and will be announced at least one month in advance.
    Safeguards of your funds
55. We safeguard your funds by applying the segregation method. These included:
    1. keeping your funds separate in our books/records – from the moment the funds are received;
    2. depositing them in safeguarding account(s), opened with authorised credit institution, separate from our own accounts. In case of insolvency of Paywiser your claims as a customer shall be paid from the asset pool formed from the funds in the safeguarding accounts. Only costs in respect of the costs of distributing the asset pool will be paid with priory to the customers claims.

LIABILITY

1. Each Party’s liability to the other for fraud or for death or personal injury resulting from its negligence shall be unlimited.
2. Subject to Clause 9.1., the Service Provider’s aggregate liability to the Merchant under this Agreement shall be limited to all events occurring in any given year (which for these purposes means each period of a year starting with the Agreement commencement date and each succeeding anniversary of the commencement date), to an aggregate amount equal to the fees paid to the Company by the Service Provider during the said year (minus any costs, e.g. fees of the International Payment Systems).
   Our liability
3. We are liable to you for any losses directly caused by our negligence, our wilful default or our fraud.
4. We shall not be liable to the Merchant for any loss or damage to the extent that the Merchant contributed to that loss or damage by any action or omission (whether negligent or not) and the liability of the Merchant in that instance shall be determined in accordance with the principles of contributing negligence.
5. In no event shall our liability (including liability for negligence) arising out of the Agreement exceed the aggregate amount equal to the fees you paid to us under this Agreement during the six (6) month period immediately preceding the event which gave rise to the claim for damages (minus any costs).
6. Nothing in the Agreement will exclude or limit any duty or liability that:
   1. we may have to you under Regulatory Requirements; or
   2. Regulatory Requirements do not allow to be excluded or limited.
7. We are not liable (including for negligence) for:
   1. for any losses due unavailability of our Service arising out of any action or omission of third parties, our liability in such instance shall be limited to using reasonable care in the selection, appointment and instruction of such third parties (but not of any third party such provider may use); or
   2. for any losses due to settlement delays caused by third parties; or
   3. for any losses arising out of any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid; or for
   4. for any losses arising out of any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid; or forany loss or damage of a type which was not reasonably foreseeable when this Agreement was concluded whether or not the possibility of that type of loss or damage was subsequently advised to or otherwise became known, or should have become known, to us after the date of this Agreement
   5. any losses that we could not reasonably have anticipated when you gave us an instruction; or
   6. if technical infrastructure which we or/and the Merchant uses is not functioning properly if such failure or disruption is due to abnormal and unforeseen circumstances beyond the Partner Bank’s or our control;
   7. loss of or corruption of data or information;
   8. costs relating to wasted managerial, operational or other time;
   9. loss of business, of production, of goodwill, of reputation, of opportunity, of bargain, of profit, of revenue, of anticipated savings or loss of margin;
   10. for any indirect or consequential loss or damage which may arise from or in connection with our performance, purported performance or failure to perform our obligations under this Agreement;
   11. costs of procurement of substitute products and/or services,
   12. claims made against you by third parties;
   13. any indirect, incidental, consequential, punitive or special damages arising out of the Agreement.
8. We are not liable to you if we fail to take any action which in our opinion would breach any Regulatory Requirement or Standards. To the extent there is any conflict between the Agreement and our duties under any Regulatory Requirement or Standards, we will act in a way we reasonably consider necessary to comply with such Regulatory Requirement or Standards. We will not be treated as having breached the Agreement as a result.
9. We will not be liable to the Merchant if we or Partner Bank execute a payment transaction in accordance with a unique identifier provided by the payer, but where the unique identifier provided was incorrect. Such transactions shall be deemed to be correctly executed by us or Partner Bank and shall not be construed as unexecuted or incorrectly executed payment transactions for which we or Partner Bank may have liability. However, we will make reasonable efforts to recover the funds involved in the payment transaction and the Merchant agrees that we may charge the Merchant for its actual costs in attempting any such recovery.
10. Our liability to the Merchant for any unexecuted or incorrectly executed Transaction, Refunds or any unauthorized payment order shall be limited: to the amount of the respective payment transaction plus an amount to restore the Merchant’s payment accounts to the state in which they would have been had the defective Transaction or Refunds not taken place plus any charges for which the Merchant is responsible and any interest which the Merchant must pay as a consequence of the non-execution or defective execution of the Transaction or Refunds; and to those transactions where the Merchant notified us without undue delay on becoming aware of that unauthorized, unexecuted or incorrectly executed Transaction or Refunds in any event within thirteen (13) months of the date of the payment transaction. That thirteen 13 (thirteen) month period shall commence once we have made the Transaction Data and Refund information available to the Merchant in accordance with terms of this Agreement and no later than one month from the date of the Transaction or Refunds.
11. In addition to this clause, depending on which Services you choose, different liability provisions may apply for particular services, as set out in this Agreement.
    Merchant’s liability
12. You shall exercise the degree of care and expertise expected of a responsible businessperson and shall be liable for and shall indemnify and hold us harmless from and against all expenses, costs, claims, obligations or any liability and all other damage or loss arising from any breach by you of your obligations under this Agreement and/or of applicable Regulatory Requirements and Standards.
13. You are liable to us at all times for all acts, omissions, Cardholder disputes and other Cardholder customer service-related issues caused by you and financially liable to us for each Transaction processed on your behalf and for any disputed Transaction or credit.
14. Nothing in the Agreement will exclude or limit any duty or liability that:
    1. You may have to us under Regulatory Requirements; or
    2. Nothing in the Agreement will exclude or limit any duty or liability that:Regulatory Requirements do not allow to be excluded or limited.
       Fines scheme owners
    3. 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, as published by Card Schemes in their standards. The Scheme Owners do this to protect the Customers, Merchants and providers of the payment methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs.
    4. Where Paywiser becomes aware of and/or received any notice of a potential exposure to a fine related to any Merchant behaviour, 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 Paywiser in such situation as per the Paywiser General Terms.
    5. If Fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Partner Bank to Paywiser as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and hold Paywiser 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.

INDEMNIFICATION

General provisions

1. The parties agree, that when due, the indemnity shall cover any and all Financial Liabilities incurred by reason of any Action by a third party (party other than the Indemnified Party).
2. The party that is obliged to perform the indemnification will be referred to as Indemnifying Party and the party (its employees and Directors included) that is entitled to the indemnification will be referred to as Indemnified Party.
3. Merchant undertakes to:
   1. use reasonable efforts to notify Paywiser of such Action by a third party as early as possible and in writing;
   2. use reasonable efforts to mitigate the loss or amount of the Financial Liabilities;
   3. refrain from admitting any liability or settling any claim without the prior written consent of Paywiser;
   4. provide, at its own cost, reasonable cooperation in the defence or settlement of such claim
4. If a Merchant comprises of more than one person then the liability of such persons will be joint and several.
   Special provisions
5. Merchant shall indemnify and hold harmless Paywiser for and against any and all Financial Liabilities incurred by reason of any Action by a third party resulting from:
   1. an actual or alleged infringement of any third party Intellectual Property rights in connection with materials provided by the Indemnifying Party;
   2. any breach of representations and warranties provided under the Agreement.
6. Merchant shall indemnify Paywiser and hold us harmless against any and all Financial Liabilities which we may suffer or incur as a result of, directly or indirectly:
   1. your actions or omissions;
   2. actions or omissions by any person or entity acting on your behalf;
   3. any Action against us by third party provider(s) resulting from your use of their services;
   4. any Transactions between you and any Cardholder;
   5. any Data Security Event.

PERSONAL DATA PROCESSING

General provisions

1. Having regard to the specific nature of Paywiser’s business activity, we are managing Personal Data as a result of the provision of our Services, obligations under the Regulatory Requirements (including AML/CTF regulations, Slovene Data Protection Act and Regulation (EU) 2016/679 of the European Parliament; GDPR) and Card Schemes Standards.
2. Both parties are obliged to protect all data they receive and to act in compliance with beforementioned legislation. Within the context of providing Services to you, we agree to abide by the provisions of the respectively applicable data protection legislation. You shall ensure your contractual and legal obligations relating to data protection are met.
3. You shall ensure your contractual and legal obligations relating to data protection are met. You affirm that you are now and will continue to be compliant with all applicable laws governing the privacy, protection, and your use of data that you provide to us or access through your use of the Services and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend out business relationship or terminate this Agreement.
4. You also affirm that you have obtained all necessary rights and consents under applicable laws to disclose to us – or allow Paywiser to collect, use, retain, and disclose – any Personal Data that you provide to us or authorise us to collect, including data that we may collect directly from Customers using cookies or other similar means, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your account or terminate this Agreement.
5. For the purposes of defining data protection obligations of the Parties arising out of this Agreement, the Parties recognise that in relation to any Personal Data kept and processed pursuant to this Agreement, Merchant shall be deemed as data controller and Paywiser shall be deemed as the data processor in relation to Personal Data processed on your behalf under this Agreement, except that Paywiser will be a data controller in relation to Personal Data where we determine the purposes and manner in which the Personal Data is processed (including, for example, in complying with any regulations or laws imposed upon us through Standards or by payment method providers or payment method acquirers).
6. In accordance with personal data protection legislation, the Parties are obliged to enter into a Data Processing Agreement (DPA) which shall cover processing of Personal Data in relation to the Services under this Agreement, where Paywiser process Personal Data as a processor. Data Protection Agreement is annexed to and forms an integral part of this Agreement (“Data Processing Agreement”-Appendix). In the event that you do not sign such agreement with us, our cooperation as set out in these General Terms will not be possible.
7. You are solely responsible for disclosing to Customers and to inform them that:
   1. Paywiser processes Transactions (including payment Transactions) for you and may receive Personal Data from you;
   2. Paywiser processes customer Personal Data within the framework of the performance of its Services;
   3. Paywiser is granted with the Electronic Money Institution License (EMI) from the Bank of Slovenia and that in the scope of its Services Paywiser can engage also other service providers and partners, to whom it may transfer also Customer’s (Data Subject’s) Personal Data, all in compliance with the GDPR and other applicable legislation;
   4. when required by the law or Standards and requested to do so by the Customer, Paywiser may delete or disconnect Customer Personal Data from the Dashboard Account;
   5. that payment data of Customers may be transferred, processed and stored outside Slovenia and EEA and may be subject to disclosures as required by applicable legislation and it is your obligation to obtain from your Customers necessary consents;
   6. in case of the data breach caused by an unauthorised acquisition, disclosure or loss of Customer’s Personal Data, as well as about potential security measures to mitigate negative impact on the Customer;
   7. about their data subject rights as described in Articles 12 to 22 of the GDPR, such as receiving information about processing of their Personal Data, request to access, correction, deletion or portability of their Personal Data and objection to processing including objecting to processing for direct marketing purposes, which includes profiling to the extent that it is related to such direct marketing.
8. You will protect all data you receive through the Services, and you may not disclose or distribute any such data, and you will only use such data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing transactions requested by Customers and consistent with applicable laws and Standards.
9. We will maintain commercially reasonable administrative, technical, and physical procedures to protect user data and Personal Data stored in our servers from unauthorised access, accidental loss, modification, or breach, and we will comply with applicable laws and Standards when we handle user and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse any data in our possession. You provide user data and Personal Data to Paywiser with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement proper security controls.
10. For the purpose of handling of data subjects requests regarding Personal Data processing we have designated a data protection officer (DPO). The latter should be addressed to [email protected].
11. We have described all our Personal Data processing activities (according to the Article 12 of GDPR) in a form of the Privacy Policy that is published on www.paywiser.com.

COMMUNICATION

Language

1. The Agreement is supplied in English, and all communication between you and us will be in English, unless otherwise agreed by both Parties.
2. If we provide you with a translation of the Agreement or any communication for convenience, the English language version will be the only legally binding version and will prevail in case of any inconsistency.
   Communication delivered to you
3. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your use of our Services.
4. We will provide these Communications to you:
   1. by posting them on our website, if they are intended to all our clients; or by emailing them to you at the email address listed by you in Initial Merchant Questionnaire, if they are intended only for you.
5. If you withdraw your consent to receive Communications electronically, we may either terminate your Agreement or charge you additional fees for paper copies.
6. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above.
7. You can request an Agreement and general information about the Agreement on a paper copy or on another sustainable data carrier at any time by email.
8. We will send your paper copy to you by postal mail. In order for us to send you paper copies, you must have current postal address.
   Contact details
9. The address to which we will send any electronic correspondence is the email address of the person you designated as contact person in the Initial Merchant Questionnaire. For any correspondence that needs to be provided on paper your registered office address will be used as postal address. You can update your email address or provide other address as postal address at any time by informing your account manager.
10. It is your responsibility to keep your email and postal address up to date so that we can communicate with you.
11. You understand and agree that if we send you an electronic Communication, but you do not receive it because your email address on file is incorrect, out of date, blocked by your Third-Party Service Provider(s), or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you.
12. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to receive the Communications we send to you.
    Technical requirement
13. In order to access and retain electronic Communications, you will need:
    1. a computer with an Internet connection;
    2. sufficient storage space to save past Communications or an installed printer to print them;
    3. a valid email address (your email address);
    4. a current web browser with cookies enabled.
       Communication delivered to us
14. Communications to us made in connection with the Agreement must be sent:
    1. via e-mail [email protected] or to the e-mail address of your account manager;
    2. by postal mail to Bravničarjeva ulica 13, 1000 Ljubljana – in all cases when hardcopies of documents are required.
15. You can also use our contact form provided in contacts

REPRESENTATIONS AND WARRANTIESMutual representations and warranties

1. Each Party represents and warrants to the other Party that:
   1. it is duly organised, validly existing and in good standing under the laws of its country of incorporation;
   2. it has and will maintain all required rights, powers and authorisations to enter into the Agreement and to fulfil its obligations;
   3. to the best of it´s knowledge there are no legal actions or regulatory investigations pending or threatened against its company that might affect its ability to perform its obligations under the Agreement;
   4. it will perform its obligations with reasonable skill and care;
   5. it has in place and will maintain adequate facilities to comply with its obligations under the applicable Regulatory Requirements, Standards and the Agreement, including data protection and confidentiality obligations;
   6. it has in place and will maintain adequate facilities to comply with its obligations under the applicable Regulatory Requirements, Standards and the Agreement, including data protection and confidentiality obligations;it owns or has the right to use and sub-licence any Intellectual Property which it uses or licences for use to the other party.
      Our representations and warranties
2. Except as specifically provided by the Agreement, we make no other warranty, guarantee or undertaking, express or implied, regarding the performance of the Services, and nothing contained in the Agreement will constitute such a warranty.
3. You expressly agree and acknowledge that all other conditions, terms, undertakings and warranties, express or implied, or statutory in respect of the services (including but not limited to quality, performance, suitability or fitness for a particular purpose) are hereby executed to the maximum extent permitted by the Regulatory Requirements.
4. We do not make or give, and hereby expressly disclaim, all warranties, representations, or conditions of merchantability, merchantable quality, or fitness for any purpose, particular, specific, or otherwise, or any warranty of title or non-infringement, for any of the products, processing, services, specifications, software, hardware, or firmware created or supplied by us, or referenced in the Agreement.
   Your representations and warranties
5. You represent and warrant that you will:
   1. maintain your legal entity active and solvent within the duration of the Agreement and at least 6 (six) months after its termination;
   2. have at all times all required licences and authorisations in place to engage in the advertising and conduct of your business;
   3. have and maintain at least 1 (one) director;
   4. have and maintain at least 1 (one) director who is domiciled in the place of your incorporation and registered address;
   5. operate your business in compliance with the applicable Regulatory Requirements and Standards, including:
      1. use the Services to process only Transactions that are legal, valid, genuine (non-fraudulent) and duly authorised by your Customers;
      2. use the Services to receive payments for products and/or services offered by you and not by third parties;
      3. use the Services to receive only the total sale price of the products and/or services offered by you and not to collect from your Customers any fines, penalties, damages, non-disclosed fees, charges, etc.;
      4. not use the Services to provide your Customers with cash, travellers` checks, cash equivalents, or other negotiable instruments;
      5. not be engaged in sale or exchange of information (Account Data, Transaction Data, Personal Data).
6. You represent and warrant that:
   1. carrying out the terms of the Agreement will not cause you to break any other enforceable agreements which you are a party to;
   2. all information provided in connection with the Agreement is true, accurate and complete.

CHANGES

1. You are responsible for keeping up to date with the notices and news on our website.
2. The Merchant undertakes to inform us in writing immediately, but not later than within 3 (three) Business Days, of all changes in the information specified in this Agreement, its appendices, documents submitted to us (e.g., changes in personal or contact details, residency or tax residency, loss or theft or other reason for change of an identity document, changes of PCI DSS compliance status, you make an assignment for the benefit of creditors, you seek bankruptcy protection or similar protection…) or any other information given by the Merchant to us prior to entering this Agreement and also during the validity of the this Agreement. This notification obligation applies even if the above changes have been made public (e.g., registered in a public register or published through the mass media). If you fail to fulfil the notification obligation, we are entitled to assume the correctness of the data at our disposal, unless otherwise prescribed in the jurisdiction of your residency.
3. We may update or amend the General Terms at any time for any reason. Any changes will be communicated to you via e-mail sent to your e-mail address in reasonable time.
4. Any proposed changes to the existing terms of the General Terms will be communicated to you no later than 2 (two) months before the date on which they are to take effect.
5. Changes of the Agreement that do not require prior notice and shall come into effect immediately, if so stated in our change notice to you, are:
   1. changes that make the Agreement more favourable to you or that have no effect on your rights;
   2. changes that are necessary in order for us to comply with Regulatory Requirements or Standards;
   3. changes to our charges;
   4. changes to the currency exchange rates.
   5. changes of the interest rate as defined in clause 8.7, which are based on the change in base lending rate in Slovenia.
6. We may change the Agreement to make it more favourable to you by upgrading or enhancing the Services we provide to you if there are no increased costs to you.
7. We may also change any of the other terms of the Agreement, if the change will have no effect on your rights for any of the following reasons:
   1. where we reasonably consider that:
      1. (i) the change would make the terms easier to understand or fairer to you; or
      2. (ii) the change would not be to your disadvantage;
   2. to cover:
      1. (i) the improvement of any Service or facility we supply;
      2. (ii) the introduction of a new Service or facility;
      3. (iii) the replacement of an existing Service or facility with a new one; or
      4. (iv) the withdrawal of a Service or facility which has become obsolete, or has not been used by you at any time;
   3. to enable us to make reasonable changes to the way we provide services as a result of changes in: (i) the banking, investment or financial system; (ii) technology; or (iii) the systems we use to run our business; or
8. We may change our charges or introduce a new charge:
   1. if we provide new service or facility in connection with Services;
   2. if there is a change in (or we reasonably expect that there will be a change in): (i) the costs we incur in carrying out the activity for which the charge is or will be made; (ii) the Card Schemes fees, charges, assessments and the like or (iii) Regulatory Requirements;
   3. for other valid reasons which are not set out in this clause.
9. Any change or new charge will be a fair proportion, as reasonably estimated by us, of the impact of the underlying change on the costs we incur by providing you Service(s). The exchange rate used to convert foreign currency payments will be:
   • any fixed rate we have agreed with you; or
   • (if no fixed rate is agreed) the exchange rate that we have informed you about.
10. No provision of the Agreement will be deemed waived, altered, modified or amended unless:
    1. the Agreement provides otherwise; or
    2. we otherwise agree with you in writing.
11. The up-to-date version of these General Terms will always be available to you upon request either in paper form or on any other permanent media.
12. The Agreement is not effective and may not be modified in any respect without Paywiser’s express written consent.
13. If the Merchant does not agree with the changes to the General Terms and/or the Annexes, it may withdraw from the Agreement without any period of notice and without payment of any compensation. The withdrawal shall be made by the Merchant no later than the day before the date on which the changes come into force.
    If the Merchant does not notify Paywiser within this period that they do not agree to the changes, the Merchant shall be deemed to have accepted the changes. In the event that the Merchant refuses the proposed amendments and does not terminate the Agreement, the Agreement shall be deemed to have been terminated on the expiry of the last day before the amendments come into force.

TERMS, SUSPENSION AND TERMINATIONTerm

1. The Agreement is effective as of the date on which it is confirmed by the duly authorised representatives of both parties in AdobeSign (hereinafter referred to as “Effective Date”) unless otherwise agreed. Upon conclusion, the parties shall receive the mutually confirmed Agreement by e-mail. To approve an AdobeSign Contract, the Merchant will be provided with the AdobeSign User Guide.
2. The Agreement enters into force on the Effective Date and will remain in force until terminated by either Party as specified in this General Terms.
3. Each Party confirms that it has obtained all necessary authorisations permitting it to sign and execute this Agreement and that it is not bound by any previous agreements that would prohibit the execution of this Agreement.
4. The Merchant may terminate the Agreement at any time by giving us 1 (one) month written notice.
5. We may unilaterally terminate the Agreement with you at any time for any reason by giving you 2 (two) months written notice.
6. We have the right to suspend or limit the Services under this Agreement and/or to terminate the Agreement with you immediately without giving notice if we reasonably believe that you:
   1. fail to comply with Regulatory Requirements, applicable laws, technical requirements, Rules of International Payment Systems and Standards including its amendments, including you breach or attempt to breach, or we reasonably believe that you have breached or are attempting to breach any provisions set forth in the Standards regarding:
      1. fraud thresholds;
      2. Chargeback thresholds;
      3. deposition of illegal or prohibited transactions;
      4. participation in fraudulent activities or other prohibited activities, such as money laundering or financing terrorism;
      5. participation in any other activities that may result in undue economic hardship or damage to the goodwill of the Payment System(s);
      6. fail to provide us the Action plan as described in Clause 7.45. and 7.46.;
      7. fail to validate your compliance with PCI DSS.
   2. have breached any terms of the Agreement;
   3. are affected by any changes to: (i) your business, including any change of control or constitution; (ii) business model; (iii) the products and/or services you provide; (iv) your Payment Account, including when it ceases to be acceptable to the financial institutions we work with; (v) Regulatory Requirements or Standards which you are subject to, including but not limited to, changes to or the revocation of the licences required for your business; (vi) your credit and/or financial standing, including your insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution, or where we reasonably consider that there is a threat of the same in relation to you; (vii) where anything occurs which in our opinion suggests that you will be unable to provide your products and/or services and/or otherwise fulfil the contacts that you have with your Customers or you have with us, such as significant volume drop or cease of processing;
   4. are behaving in a manner that makes it inappropriate for us to provide you the Services, including;
   5. encountered a change in your risk profile in accordance with the Standards or your actions are in any other way non-compliant with our risk policy and internal rules;
   6. fail to comply with a request from us to increase the amount of Rolling Reserve within the timeframe specified by us, acting reasonably;
   7. you will fail to make payments in the ordinary course of business because of your credit and/or financial status or other events connected to your financial status that we would consider as threat for non-payment, compliance risks ect.;
   8. there is a considerable worsening of the Merchant`s financial position or in the value of any security provided by the Merchant, or there is a threat of such worsening which calls into question the Merchant`s ability to satisfy its obligations under this Agreement;
   9. you fail, within any period of time set by us, acting reasonably, to remedy any period of non-compliance with this Agreement and/or any Merchant Acquiring Agreement and/or any Tripartite Agreement;
   10. for security reasons – when we believe it is necessary or desirable to protect the security of Account Data, Transaction Data, Personal Data or your Dashboard Account including (but not limited to) when we suspect that there has been a systemic loss, theft, misappropriation or unauthorised use of Gateway PINs;
   11. In the event that we find that the Merchant is engaged in any of the activities listed on our Prohibited risk businesses list: (i) unofficial charity, (ii) cryptocurrency mining, (iii) political organizations, (iv) pornography, (v) prescription drugs, (vi) religious organizations, (vii) replicas, (viii) arms trade and defence, (ix) MLM (attracting new members basis).
   12. we are otherwise entitled to do so under this Agreement.
7. We may unilaterally terminate the Agreement with you immediately and without giving notice if we are required to do so in order to comply with changes in the Regulatory Requirements or when we are required to do so by, our Partner Bank or instruction from a competent regulatory body.
8. We shall have absolute discretion following a suspension as to when and if we will resume Services, taking into account the available information and recommendations.
   Termination upon Card Scheme`s request
9. Upon Card Scheme`s request, immediately and without giving you any notice, the Agreement with you will be terminated for activity performed by you that may result in undue economic hardship or damage of the goodwill of the Payment Systems.
   Consequences of the termination
10. When the Agreement terminates, you will:
    1. cease using our Services;
    2. cease all use of the Card Schemes` systems;
    3. cease any use or display our mark and the marks of the Card Schemes;
    4. continue to be responsible for any financial or other obligations incurred as a result of your actions or omissions before the termination of the Agreement;
    5. promptly pay any outstanding and unpaid invoices, if any, due for our Services whether the invoice was submitted before or after the termination of the Agreement;
    6. not be entitled to a refund of any fees and/or charges previously paid to us except for the fees and charges paid before the termination of the Agreement for the Services not yet executed (fees will be refunded/charged proportionally);
    7. continue to comply with all confidentiality provisions as specified in the Agreement.
11. In case of termination due to bankruptcy, insolvency, or other suspension of business operations, you undertake not to sell, transfer, or disclose any materials that contain Sensitive Payment Data to any other entity. You must return this information to us or provide acceptable proof of secure destruction of this information immediately after termination.
12. Termination of this Agreement leads to termination of the Card Payment Services Agreement. If the Agreement is terminated before the expiration of the term of the Card Payment Services Agreement, the implications arising out of the surrender start to occur, including you will be liable to pay all charges set out in it.
13. If the Agreement is terminated by us, we may notify the Card Schemes and/or credit references agencies of the termination and the reasons for such termination.
14. If the Agreement is terminated by us or upon Card Scheme`s request, you may be listed on Visa Merchant Alert Service (VMAS) and/or MasterCard Member Alert to Control High-risk Merchants (MATCH).
15. When the Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
16. The termination of the Agreement neither affects the accrued rights, remedies and obligations or liabilities of the Parties existing at termination, nor will it affect the continuation in force of any provision of the Agreement that is expressly or by implication intended to continue in force after termination.
17. Where fees for the Services are levied on a regular basis, such fees will be apportioned up until the time of the termination of the Agreement and any fees paid in advance will be reimbursed proportionally.
18. Upon termination, we will withhold up to 100 % of the residual positive net balance for a period of 180 days. This period may be extended up to 18 (eighteen) months (540 days) from the date of the last Transaction. Where a Guarantee is provided, we may release the residual positive net balance before the expiration of this period.
    Account freezing
19. We may defer any amount due to you where we reasonably believe that Transactions or related activities may be fraudulent or involve other criminal activity until the satisfactory completion of our investigation and/or that of any other financial institution, regulatory authority or Card Scheme.

RESOLUTION OF DISPUTES

1. Any disputes or complaints related to the provision of services in accordance with these General Terms will be resolved by the Merchant and Paywiser consensually in accordance with the Rules on the internal appeal procedure and out-of-court dispute resolution in force at any time, which the user can view on the website banks https://paywiser.com/
2. The user can submit a complaint regarding the Paywiser’s service to us by e-mail, by post on the address PAYWISER d.o.o., OE Reklamacije, Bravničarjeva ulica 13, 1000 Ljubljana, Slovenija or in accordance with the applicable Rules on the internal appeal procedure and out-of-court dispute resolution.
3. Paywiser must respond to the Merchant’s complaint: in the first instance within 8 days and in the second instance within 15 days.
4. Paywiser sends the decision on the appeal to the Merchant in writing to the e-mail or by post to the address from which the complaint was sent.
5. If you are dissatisfied with the manner in which your complaint has been handled or you consider that your concerns have not been fully addressed, you have the right to refer the matter to an external dispute resolution body or alternative ADR dispute resolution procedure (ADR) as described in Rules on the internal appeal procedure and out-of-court dispute resolution.
6. The Merchant can also file a complaint to the Bank of Slovenia regarding alleged violations of the Payment Services, Services for Issuing Electronic Money and Payment Systems Act.
7. If the Merchant and Paywiser fail to resolve any disputes arising on the basis of these General Terms, the court in the place where Paywiser has its registered office shall have the jurisdiction. Notwithstanding the foregoing, Paywiser may, at its option, also initiate appropriate legal proceedings before any other court of local jurisdiction.

MISCELLANEOUS

Confidential information

1. In the course of fulfilling their obligations under the Agreement, the parties may have access to information that is commercially valuable and not generally known and that, if disclosed, could reasonably be expected to affect either Party’s business adversely (“Confidential Information”). Confidential Information includes all information relating to the Merchant or Paywiser and any other information which is not expressly designated as confidential but should reasonably be deemed confidential by reason of its nature or content. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
   1. to share Confidential Information solely with personnel and representatives of the parties which need access to such information in order to exercise rights and obligations under the Merchant Agreement; and
   2. to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Paywiser where necessary to perform the Services.
2. The Parties agree to cause their Directors, employees and other representatives to hold in strict confidence all Confidential Information obtained from each other and/or their Directors, employees, and representatives, and not to use, disclose, or permit any third party access to such Confidential Information for any other purpose then to fulfil their obligations.
3. Each Party shall treat Confidential Information as strictly confidential and neither Party shall disclose Confidential Information without the written consent of the other Party, except as permitted in this Agreement or as may be agreed between the Parties from time to time.
4. For the purpose of performance of the Agreement or for the recovery of claims arising under the Agreement, Merchant expressly and irrevocably authorises Paywiser to make enquiries with the competent persons of the Merchant’s registered office, assets and any other information, necessary for the performance of the contract and the possible recovery of the debt.
5. Notwithstanding anything in the Agreement to the contrary, neither party has any duty of non-disclosure with respect to Confidential Information that:
   1. was in the possession or already known to that Party without an obligation to keep it confidential, before the information was disclosed,
   2. that is publicly available at the time of disclosure or that becomes publicly available after disclosure other than through breach of the Agreement or other wrongful act;
   3. is disclosed by either Party with mutual written approval;
   4. is disclosed to either Party by a third party who is not in breach of their own obligation of confidentiality;
   5. either Party develops independently other than through breach of the Agreement; or
   6. is required to be disclosed under Regulatory Requirements; further, we may disclose Confidential Information when requested by law enforcement, by any court, regulatory authorities or under the Standards;
   7. In order to disclose Transaction Data and information about Refunds and Chargebacks to the Data Centre and/or the International Payment Systems;
   8. if the disclosure is to its professional advisers acting under a duty of confidentiality in relation to that Confidential Information.
6. We and Partner Bank are entitled to disclose Confidential Information about the Merchant to the International Payment Systems in accordance with the Rules of the International Payment Systems.
7. We will transfer data to any entity who you authorise us to share information about the Account with, provided they are listed as a suitably authorised entity at the time of your request. We will rely upon your instructions to the third party to access account information from us, as evidence of your consent to share your data.
8. This “Confidential information” Clause will survive the termination of the Agreement for whatever reason and will continue for as long as the either party remains in possession of Confidential Information.
   Publicity
9. During the term of this Agreement you may issue public announcements about us as your Service provider and we may publicly announce you as our Merchant. Upon the termination of this Agreement, you and Paywiser will remove any public references to this Agreement from our respective websites.
   Intellectual property
10. Paywiser exclusively owns all intellectual property rights embodied in or in connection with our Services or any documentation communicated by us to you, including but not limited to any title, interest in the patents, copyrights, trademarks or service marks, logos and designs, moral rights, trade secrets, rights of publicity and other (collectively, “Paywiser Intellectual Property”) or any copies thereof. Any rights in Paywiser Intellectual Property not expressly granted to you in this Agreement are reserved. Any use of Paywiser Intellectual Property is subject to prior written approval by us.
11. Any complaints, comments or ideas about possible improvements to our Services, you submitted to us, will be presumed to be a voluntary submission, unsolicited by us. We are free to use such information or idea without any attribution or compensation to you and we have no fiduciary or any other obligation to you in connection with what you have submitted to us.
12. The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by Paywiser on the Paywiser client list on its website and in its sales materials. Paywiser 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.
13. The Merchant may on its website in the section “frequently asked questions”, or in a similar informational section on its website, refer to Paywiser as its payment service provider, explaining that this is the reason why the name Paywiser may appear on bank statements of the customer. Merchant may also include an internet link to the website of Paywiser in such context.
14. We reserve the right at any time and in our sole discretion to require you to suspend copying, making use of and displaying our Intellectual Property.
    No waiver
15. Our failure to insist on you strictly complying with the Agreement or any failure or delay on our part to exercise any right or remedy under the Agreement will not amount to a waiver of our rights under the Agreement.
    Assignment
16. You may transfer or assign any of your rights or obligations under the Agreement only with our prior written consent. If we consent to the assignment, the assignee must agree to accept all of your rights and obligations owed by you related to the assignment and shall agree to comply with the terms of this Agreement.
17. We may transfer any of our rights and obligations under the Agreement (including but not limited to activity in technical acceptance of the Cards, processing of Transactions, transmission of the Transaction Data, installation and servicing of Gateway Software) to another entity without your consent. You agree that you will promptly complete all documents that we reasonably require in order to make a transfer effective. We may also sub-contract any of our obligations under the Agreement to another person or entity without your prior consent.
18. If we propose to transfer a substantial part of our assets to another company, we may also transfer all of our rights, powers, duties and obligations under or in connection with the Agreement without your consent.
    Delegation
19. We may delegate any of our functions and responsibilities under the Agreement to another entity if we reasonably believe that such entity can perform those functions and responsibilities in accordance with applicable regulatory requirements and Standards.
    Severability
20. Each provision of the Agreement may be considered separately.
21. If any provision of the Agreement or any part thereof becomes illegal, invalid or unenforceable, that provision shall be deemed not to be in the Agreement.
22. The latter shall not affect the legality, validity, enforceability and reasonableness of the remainder of the Agreement, which shall remain in full force and effect.
    Third party rights
23. No other person shall have any rights to enforce the conditions of the Agreement under or by virtue of the Contracts (Rights of Third Parties), except for any of our Affiliates. Relationship of the parties
24. The parties are independent contractors under the Agreement, and nothing herein will be construed to create a partnership, joint venture, agency relationship between us, or any other relationship other than described in these Terms. Neither party has authority to enter into agreements of any kind on behalf of the other and neither party will represent that you or we have such an ability.
    Tripartite agreement
25. By agreeing to these General Terms you confirm that you understand the nature of Paywiser’s status as Payment Facilitator and our Partner Bank and understand that in the event of you reaching one of the following conditions:
26. Annual Transaction volume exceeds the thresholds set by the relevant International Payment System (USD 1(one) million for VISA, USD 1 (one) million for MasterCard) in cases where Paywiser does not act as a Staged Digital Wallet Operator; or
27. When the Parties make such arrangement,
28. The Merchant will establish a direct contractual relationship with the Partner Bank. The conclusion of new tripartite agreement between the Partner Bank, Paywiser and Merchant terminates this Agreement. You shall notify us immediately if circumstances under paragraph (a) of this clause arise.
    Force Majeure
29. Neither party shall be liable for delay or failure in the performance of any of its obligations under this Agreement if and to the extent such delay or failure is due to circumstances beyond the reasonable control of such party, including, but not limited to, epidemic or pandemic, lockdown, non-performance caused by telecommunications, our vendors or suppliers, utility failures, fires, floods, explosions, accidents, acts of God, war, riot, strike, lockout or other concerted acts of workers, acts of government (“Force Majeure Event”); provided, however, that the party claiming that a Force Majeure Event:
    1. has affected its performance shall give notice to the other party within three (3) days of becoming aware of the occurrence of Force Majeure Event, giving evidence of the existence of that Event of Force Majeure and its impact on that Party’s ability to perform.;
    2. could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not;
    3. has used all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
30. If a Party fails to give timely notice under previous clause, that Party shall be liable to the other Party for any damages caused to the other Party by the absence of, or delay in, the notification.
31. Should economic conditions significantly change as compared with those prevailing at the time of signature of the contract, the parties shall negotiate any necessary adaptation of this Agreement taking the given situation into account.
32. The Party whose performance is impeded by an Event of Force Majeure shall be excused from performing to the extent that its obligations were directly influenced by the Event of Force Majeure and the other Party shall not be obliged to pay for services under this Agreement which are not delivered; all obligations which are unaffected by that Event of Force Majeure shall continue to be subject to proper performance in accordance with this Agreement.
33. A Party whose performance is impeded by an Event of Force Majeure shall take all reasonable measures to eliminate that Event of Force Majeure and its consequences.
34. A Party whose performance is impeded by an Event of Force Majeure shall take all reasonable measures to eliminate that Event of Force Majeure and its consequences.If an Event of Force Majeure or its consequences last for more than 20 (twenty) calendar days, the Parties shall cooperate with the aim of amending those provisions in this Agreement which were affected by that Event of Force Majeure. If such written agreement is not reached within the next following 5 (five) calendar days, any Party may give 5 (five) calendar days’ notice in writing to the other unilaterally suspending its performance under this Agreement.
    Entire agreement
35. The Agreement (including any annexes) and its appendixes constitutes the entire agreement between you and Paywiser in respect of its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings and agreements relating to the same subject matter.
36. Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, warranty or understanding other than those expressly set out in the Agreement.

These General Terms apply from 9.9.2022.

Paywiser d.o.o.

Bravničarjeva ulica 13

1000 Ljubljana www.paywiser.com [email protected]