Merchant Acquiring & Gateway Agreement

 

Merchant Acquiring & Gateway Agreement.THIS E-COMMERCE MERCHANT SERVICES AGREEMENT

(“Agreement”) is executed upon the creation of your account on the StratosPay.com platform and the acceptance of the terms set forth by STRATOS PAYMENTS LTD, a company incorporated under the laws of Canada with its registered office at 130 King Street West, Suite 1900, ON, M5X 2A2, duly represented by its legal representative, (hereinafter referred to as the “PSP”).

By executing this Agreement, The MERCHANT agrees to utilize the PSP's Services (as defined below). The MERCHANT further agrees to comply with all applicable terms, conditions, policies, regulations, and instructions provided by PSP, as may be updated from time to time with reasonable notice. Such compliance shall include adherence to all relevant legal, regulatory, and card network requirements.

 

1. Definitions
• Acquirer Processing System: The technology platform used by the Acquiring Bank to manage and facilitate the processing of payment transactions.

• Acquiring Bank: The financial institution or bank that partners with PSP to process payment card transactions on behalf of the Merchant.

• Application: The MERCHANT application form.

• Authorization: Written authorization or approval from PSP for the Merchant to proceed with a specific transaction.             

• Batch Processing: The process of grouping and submitting multiple transactions for settlement within a defined period, typically daily, as required by PSP’s Acquirer Processing System.

• Chargeback: A purchase to which PSP has the right to retrieve reimbursement from the Merchant for the total sales price.

• Chargeback Reserve: Funds withheld by PSP from settlements to cover potential chargebacks, disputes, or penalties.

• Confidential Information: Any non-public, proprietary, or sensitive information disclosed by one party to the other under this Agreement, whether orally, electronically, or in writing, including but not limited to business operations, financial data, trade secrets, transaction details, customer data, software systems, and operational processes. It also includes information protected under PDPL, GDPR, or any relevant law.

 

Confidential Information does not include information that:

• Is publicly available or becomes so through no breach of this Agreement.
• Is disclosed by a third party without confidentiality obligations.
• Is independently developed by the receiving party

 

• Data Breach: Any unauthorized access, disclosure, alteration, or destruction of customer data or other sensitive information.
• Designated Account: A bank account specified by the Merchant in the Application and approved by PSP, into which settlement payments are transferred.
• Designated Deposit Account: The MERCHANT’s bank account, specified in the Application, to which PSP credits settlements and debits applicable fees or charges.

       Excessive Chargebacks: Chargeback ratios exceeding 1.5% of total transactions in any settlement cycle.

• Force Majeure: Any event or circumstance beyond the reasonable control of the affected party that prevents or delays performance. This includes:

1. Natural disasters (earthquakes, floods, hurricanes, etc.).
2. Acts of war, terrorism, or civil unrest.
3. Regulatory or legal changes affecting the Acquirer Processing System.
4. Labor strikes or industrial actions.
5. Technology or telecom failures.

 

• Fraudulent Transaction: Any transaction conducted using stolen or misused cardholder data, or deemed illegal under applicable laws or card network rules.
• Hash and Pass: Unique credentials provided to the Merchant during onboarding to securely integrate with the Acquirer Processing System.
• Merchant: The individual, business, or legal entity entering into this Agreement to accept electronic payments.
• Merchant Dashboard: An online platform provided by PSP for accessing transaction data, settlement reports, and chargeback details.
• Merchant Data: Any data owned by the Merchant, including customer and transaction information.
• Merchant Rights: Rights guaranteed under this Agreement, including due process for termination and dispute resolution.
• Merchant Service Commission: A percentage or fixed fee charged on the total card transaction volume processed, covering authorization, clearing, and settlement.

       MID (Merchant Identification Number): A unique ID assigned by the Acquiring Bank or PSP for transaction processing.

• Payout: The process of transferring funds from PSP or the Acquiring Bank to the Merchant’s designated account.
• PCI DSS Compliance: Adherence to Payment Card Industry Data Security Standards to protect cardholder data.
• Services: The scope of services outlined in Annexure A of the Agreement.
• Settlement: The transfer of funds from completed payment transactions to the Merchant’s account.
• Settlement Cycle: The periodic schedule by which transactions are processed and settled.
• Total Sales Price: The total charged to the customer, including taxes, duties, and shipping.
• Transaction Fees: Fees charged by PSP for processing each transaction, as outlined in Annexure B (authorization, refunds, chargebacks, etc.).

 

2. Terms Of Agreement

 

1. MERCHANT ACCEPTANCE, PSP DISTRIBUTION AND ACQUIRER PROCESSING SYSTEM

 

1. PSP will officially be the exclusive distributor of Merchant’s products and PSP will use reasonable efforts to accept or decline any Application within seven business days of receipt of a completed Application from MERCHANT PSP may refuse to accept any Merchant, and such decision shall be at the sole discretion of PSP. A Merchant shall be considered accepted when (a) it has been approved by PSP, and (b) it has fully executed an Application with PSP.

PSP agrees to provide the MERCHANT’s credit card authorization, clearing and settlement for certain Approved Advertising Products (see section 1.5). For transactions in which the customer’s credit card is physically present in the Merchant's establishment, the MERCHANT may not use the PSP‘s Acquirer Processing System.

 

3. Each Merchant has a website through which he sells Approved Advertising Products to customers over the web. The MERCHANT’s system will be connected to PSP‘s API and acquirer bank to allow customers who are interested in purchasing Approved Advertising Products from the MERCHANT’s website to pay using a credit card (the “Acquirer Processing System”). The details of the transaction will pass through PSP’s systems to obtain credit card authorization and then submitted to PSP for settlement.

 

4. The MERCHANT will integrate into the PSP ‘s Acquirer Processing System in accordance with the instructions provided by PSP.

 

5. An Approved Advertising Product is a Product or Service: (a) offered for sale by the MERCHANT on its Internet website at the Internet address (U.R.L) contained in the Application entered into by PSP and the MERCHANT; and (b) for which PSP provides Authorization; PSP reserves the right to refuse to proceed with any transaction involving any particular Authorized Advertising Product for whatever reason and PSP is under no obligation to approve or process any particular transaction originating from the MERCHANT.

 

2. AUTHORIZATION OF PURCHASES

 

1. The MERCHANT must request Authorization from PSP before selling and delivering an Approved Advertising Product or Service to a customer. The Authorization indicates that PSP authorizes the MERCHANT to deliver the Approved Advertising Products or Services to that specific customer.

 

2. The request for Authorization must include the information required by PSP, including the transaction advertised price, any sales taxes, VAT or other duties and taxes, or shipping charges associated with the transaction which the customer will agree to pay (the “Total Sales Price”).

PSP reserves the right to decline to provide Authorization for any particular Purchase for any reason whatsoever.

 

4. The MERCHANT acknowledges, as per its agreement with PSP, that the receipt of an Authorization for a particular transaction indicates only that at the Authorization date, PSP has reason to believe that the customer’s credit card: (a) has sufficient credit with the credit card issuer to pay the MERCHANT for the Total Sales Price of the Approved Products; (b) is being used within the card’s valid dates; and (c) has not been reported as lost or stolen.

 

5. An Authorization does not guarantee that the person to whom the MERCHANT delivered the Approved Products is, in fact, the cardholder. The Authorization, by PSP, does not guarantee that the transaction will not be subject to a Chargeback to the MERCHANT (see Section 4).

 

 

3. SETTLEMENT & FEES

 

1. The MERCHANT, in its Application with PSP, shall only instruct PSP‘s Acquirer Processing System to “capture” the transaction and request Settlement for the purchase.

 

2. All Fees are specified in Annex B of this Agreement.

 

3. In this Agreement “Settlement” shall mean the payment to the MERCHANT, by PSP, of the Total Sales Price less any charges deducted by PSP and the Acquiring Bank, by the relevant card association and the customer’s card issuing institution. The acquiring bank officially sets Settlement or Payout. Official charges and rates are as follows:

 

1. Any financial fines or penalties to be imposed by the International Card Schemes concerning the MERCHANT’s transactions shall be for the account of the merchant.

 

2. To cover the administrative and other costs of Chargebacks and Copy Requests, PSP will charge a fee for each as follows: Chargebacks: 75 USD minimum per chargeback in case the chargeback ratio is deemed by PSP to be excessive.

Under the acquiring bank’s guide, PSP reserves the right to change all fees from time to time upon five

(5) days written notice to MERCHANT.

 

1. All Chargebacks, Credits, or other fees and due amounts to PSP from any MERCHANT will be automatically offset or deducted from amounts payable to such MERCHANT for sales of Approved Products or, at PSP’s sole discretion, from the MERCHANT’s Chargeback Reserve. In the event where the funds payable to the MERCHANT by PSP for Purchases or the funds in the Chargeback Reserve are insufficient to offset or deduct the amounts due to PSP, PSP may at its discretion either invoice Merchant for such amounts (such invoice should be paid promptly upon Merchant’s receipt thereof) or debit such amounts directly from Merchant’s bank account into which PSP makes due payments to the MERCHANT.

 

2. Notwithstanding any of the foregoing provisions, the MERCHANT will be solely responsible for any outstanding due amount under its Application.

 

3. PSP agrees to use reasonable efforts to process retrieval requests and Chargebacks relating to Merchants.

 

4. PSP is not liable for Settlements delayed or held by Acquiring Bank. However, PSP will work with merchants in communication with Acquiring Bank if such a delay or hold occurs.

 

5. The PSP is using an infrastructure that includes multiple acquirers andbanks, each one of them has different settlement cycles and time zones. Therefore, there might be discrepancies between the weekly settlement amount received by the MERCHANT and the numbers displayed on the MERCHANT dashboard. A relevant CSV of the transactions settled and non-settled will be presented. All non-settled transactions will be settled in the next settlement cycle(s).

 

 

4. CHARGEBACKS (RECEIVED FROM CARD SCHEMES)

 

1. A “Chargeback” is a Purchase to which PSP has the right to retrieve reimbursement from the MERCHANT for the Total Sale Price of such Purchase. PSP will impose a fee for each Chargeback (see section 3.5).

PSP will have the right at any time to Chargeback a Purchase, without notice, in any situation relating to the MERCHANT’s obligations under this Agreement in which: (a) The MERCHANT fails to comply with any term of this Agreement applicable to a Purchase; (b) A Purchase is alleged to have been accepted or requested improperly or without the authorization of the customer; (c) The customer disputes the sale, quality, quantity, or delivery of a Purchase or the performance or quality thereof; (d) The MERCHANT did not obtain Authorization for such Purchase in accordance with the terms of Section 2 hereof; (e) the MERCHANT fails to provide an adequate response to a request from PSP or a customer for information relating to a Purchase within seven (7) calendar days of the MERCHANT’s receipt thereof; (f) A Purchase is returned or disputed by the customer, whether or not a Credit transaction is subsequently issued for such Purchase; (g) The customer is entitled to withhold payment to PSP under applicable law; (h) Any international credit card association (scheme) claims reimbursement is due from PSP in accordance with the policies of such international credit card scheme and will be for the account of the merchant; (i) A Purchase was in violation of any law, rule or regulation of any governmental agency.

The MERCHANT agrees that if the Chargeback ratio exceeds 1.5% in any settlement cycle , PSP reserves the right to:

1. Immediately suspend settlement payments until the Chargeback ratio is reduced to acceptable levels.
2. Increase the rolling reserve to 15% of the transaction volume for the next 6 months.
3. Charge a penalty of $10,000 per month for ratios exceeding 1.5%.
4. Impose a $50,000 fine if the MID is terminated due to non-compliance or excessive Chargebacks.

 

4. PSP must notify the MERCHANT of any Chargeback dispute within three (3) business days and provide a resolution timeline of no more than ten (10) business days.

 

5. CHARGEBACKS

 

6. The MERCHANT will pay to the PSP, upon demand, the face amount of any Chargeback. The PSP shall have the right to debit the MERCHANT’s incoming Chargebacks, through a Designated Account or any other funds of the MERCHANT in the PSP’s direct and indirect control by reason of the security interest granted to the PSP by the MERCHANT (as defined under Exhibit E), or by law and to Charge Back such sales to the MERCHANT in any of the following situations:

 

1. Where goods[DY1] have been returned or Services canceled (in accordance with pre- agreed cancellation policies between the MERCHANT and Cardholder) by a Cardholder and the Cardholder requested a credit to be made and such credit was not processed within ten (10) business days;
2. Where the transaction is for a type of goods or Service sold other than as disclosed in the Internet Application and approved in advance by the PSP and the sales transaction was charged back by the Cardholder or issuer;
3. Where a Cardholder contends or disputes in writing to the PSP or the Issuer that:

 

1. Goods or Services were not received by the Cardholder or other authorized user; or (2) Goods or Services were sold in a misleading fashion or manner by the MERCHANT; or (3) Goods or Services were defective; or (4) The dispute reflects a claim or defense authorized against issuers or creditors by a governmental agency, a relevant statute or regulation.

The MERCHANT shall repay the PSP the amount represented by the Transaction Record, if the PSP reasonably determines that the Transaction Record is fraudulent or that the related transaction is not a bona fide transaction in the MERCHANT’s ordinary course of business, or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of the MERCHANT or the MERCHANT’s agents or employees. The relevant Merchant Account shall be subject to a review process in consultation with the MERCHANT and may lead to a change in terms for that Merchant Account or termination without cause, and the Merchant’s funds, including but not limited to those incoming transactions and in the MERCHANT’s Designated Account(s), shall be held. The PSP will provide the MERCHANT with any information possessed by it, which may enable the Merchant to recover from others, the amount of any transaction charged back to the MERCHANT. The MERCHANT understands that the PSP will levy a Chargeback Fee per Chargeback plus the amount of any fees, fines, charges, levies, assessments, or penalties assessed by CUP, VISA or MasterCard against the PSP for transactions arising from the activities of the MERCHANT whether such fees, fines, charges, levies, assessments, or penalties arise from the activities of the MERCHANT alone or in conjunction with other Merchants, or any other charges as may be established by the PSP from time to time.

 

3. Furthermore, the PSP may assess the MERCHANT a fee for processing any fines or penalties that may be charged by CUP, VISA, or MasterCard at the sole and absolute discretion of the PSP. Finally, the PSP will accept automatically all Chargebacks presented by the acquirers on behalf of the MERCHANT, except if the MERCHANT indicates otherwise prior to the signature of this Agreement. In the case the CHB ration is above 2%, the MID is in jeopardy and could be shut down. In the case your CHB ratio is higher than 2%, the PSP reserves the right to implement a USD 10,000 fine per settlement. If MID is shutdown, the PSP reserves the right to charge USD $50,000 to the MERCHANT

 

4. IntheeventofaChargeback,PSPreservestherighttowithholdsettlementamountsequalto100%ofthedisputed transaction value as security for ongoing or future Chargebacks.

 

5. The MERCHANT is responsible for reimbursing PSP for all costs associated with Chargeback disputes, including but not limited to administrative fees, legal costs, and penalties imposed by card networks.

CHARGEBACK RESERVE ACCOUNT (Rolling Reserve)

 

1. Notwithstanding any other provision of this Agreement or any language to the contrary contained in the Agreement, the PSP reserves the right to establish, without prior notice to the MERCHANT, a interest bearing Chargeback Reserve Account and/or to raise the Discount Fee or Transaction Fee upon the PSP is reasonable determination of the occasion of any of the following:
• The MERCHANT engages in any excessive, as determined in the PSP’s sole reasonable discretion, processing of charges, which represents an overcharge to Cardholders by duplication of charges.
• Failure by the MERCHANT to fully disclose the true nature of its business to the PSP to permit a fully informed decision as to the suitability of the Merchant for processing through the PSP Failure by the Merchant to fully disclose the true ownership of the Merchant’s business entity.
• Excessive, as determined in the PSP sole reasonable discretion, processing by the MERCHANT of unauthorized charges, which shall mean clearly fraudulent charges.
• Processing by the MERCHANT of charges for any other merchant or third party other than the MERCHANT’s contracted agents for whom the PSP has approved a Merchant Account following receipt of a Application.
• The MERCHANT processes any credits to any CUP, VISA or MasterCard account or controlled by the MERCHANT, except in conjunction with legitimate purchases of the Merchant’s Services.
• Any misrepresentation made by the MERCHANT in completion of Application or breach of any other covenant, warranty or representation contained in the Agreement, including a change of type of business without prior approval by the PSP.
• Excessive number of requests from consumers or issuing banks for retrieval of documentation from the MERCHANT.
• Excessive credits that exceed sale transactions by ten percent (10%).

 

• Any form of financial instability of the MERCHANT or diminishment of the financial condition of the MERCHANT to the PSP.
• PSP reserves the right to increase the rolling reserve percentage to 75% for high-risk industries or merchants with a history of excessive chargebacks [ZF1] [DY2] .
• The rolling reserve period may be extended up to 12 months if the MERCHANT has unresolved disputes or an adverse risk profile.

The Chargeback Reserve Account will be maintained for a minimum of 6 months (180 days) or up to 12 months (365 days) after the date on which this Agreement terminates or until such time as PSP determines that the release of the funds to the MERCHANT is prudent, in the best interest of PSP, and commercially reasonable, and that the MERCHANT’s account with PSP is fully resolved. Upon expiration of this 12-month period (or longer, as the case may be), any balance remaining in the Chargeback Reserve Account will be paid to the MERCHANT. Funds held in the Chargeback Reserve Account will accrue or bear interest at an agreed competitive rate. The PSP will inform the MERCHANT in writing of any charges debited to the Chargeback Reserve Account during this period. The calculation of the Chargeback Reserve Account shall be as described in Section 3: Settlements and Fees. the MERCHANT may not make changes in Chargeback Reserve Account without PSP’s consent. The MERCHANT hereby confirms that it holds no liability to the PSP for the release of the Chargeback Reserve Account as the PSP is not liable for these monies.

 

3. Funds in the Chargeback Reserve Account will not be released until PSP has determined, at its sole discretion, that there are no outstanding liabilities or risks associated with the MERCHANT.

 

4. PSP reserves the right to increase Reserve amounts. Terminate Account and/or withhold settlements in cases of:

• The MERCHANT’s financial instability, including bankruptcy filings.

• Negative publicity or reputational risks associated with the MERCHANT’s business.

• MERCHANT writing negative news or social posts related to PSP,

 

• Any change in the MERCHANT’s business type or ownership without prior written approval from PSP.

 

5. The rolling reserve percentage shall not exceed 20% of the transaction volume, and funds will be released within 12 months of Agreement termination unless disputes are unresolved.

 

6. PSP must notify the MERCHANT of any chargeback dispute within three (3) business days and provide a resolution timeline of no more than ten (10) business days.

 

 

6. FRAUDULENT SALES

 

1. The MERCHANT shall not knowingly accept or deposit fraudulent sales or sales made by any other merchant not contracted with or approved by PSP. Should the MERCHANT engage in such practices, the following actions may be taken:
   - Terminate Account

 

• Suspend Account
• Increase fees
• Conduct Audit
• Conduct Compliance Review and or Pause Account
• Permanently Ban the MERCHANT account.

The MERCHANT shall indemnify and compensate PSP for any fines, penalties, or damages imposed by Visa, MasterCard, or other relevant authorities due to such activities.

PSP may review the MERCHANT’s account in consultation with the MERCHANT, and this review may lead to amendments in account terms or immediate termination of the account.

 

3. Funds equal to the value of the disputed transactions may be withheld and placed into the Chargeback Reserve Account until the matter is resolved.

 

2. In cases of fraudulent or prohibited activity, the MERCHANT acknowledges that PSP may notify the relevant card schemes, potentially resulting in the MERCHANT being added to the Member Alert to Control High Risk Merchant (MATCH) list. The MERCHANT waives any claims or rights of action against PSP arising from such notifications, provided PSP acts in good faith and with reasonable evidence of misconduct.

 

3. The following transactions are strictly prohibited and will result in immediate account termination and penalties:

 

1. Sales involving illegal activities, including but not limited to child exploitation, human trafficking, or other activities deemed unlawful by applicable law.

 

2. Sales involving US gambling-related traffic or activities, which will result in automatic termination and penalties as outlined in Section 6.6.

6.3.3. Sales Involving Trademarked, Copyrighted, or Patented Goods Without Authorization
You are strictly prohibited from offering, listing, marketing, or selling any goods or services that infringe upon or violate the intellectual property rights of any third party, including but not limited to trademarks, copyrights, patents, design rights, or trade secrets. All such activity must have the express written authorization of the rightful owner of the intellectual property.

By engaging in transactions on this platform, you represent and warrant that you possess all necessary rights, licenses, and permissions for the goods or services you offer. Any unauthorized sale of trademarked, copyrighted, or patented goods is grounds for immediate suspension or termination of your account, forfeiture of funds, removal of listings, and potential reporting to relevant authorities or rights holders.

You agree to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents against any and all claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to your infringement or unauthorized use of another party’s intellectual property.

6.3.4. Sales of Illegal or Unapproved Pharmaceutical Products or Services
You are strictly prohibited from offering, listing, marketing, or selling any pharmaceutical products, controlled substances, prescription medications, research chemicals, or medical services that are illegal, unapproved, misbranded, adulterated, or otherwise restricted under applicable local, national, or international law or regulation. This includes, without limitation, products that lack authorization from regulatory bodies such as the U.S. Food and Drug Administration (FDA), Health Canada, the European Medicines Agency (EMA), or equivalent authorities in the jurisdictions where the products are marketed, sold, or shipped.

All pharmaceutical and medical products or services offered on this platform must comply with all applicable licensing, labeling, import/export, and distribution requirements, and you represent and warrant that you possess the necessary approvals, licenses, and certifications to do so.

Any violation of this clause will result in immediate suspension or termination of your account, forfeiture of funds, removal of listings, and potential reporting to law enforcement or regulatory agencies.

You agree to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents against any and all claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to your unlawful or unauthorized sale of pharmaceutical products or services.

 

4. Any transaction involving illegal activities as defined above will result in:

 

6.4.1. Immediate termination of this Agreement.

 

6.4.2.A penalty of $50,000 per occurrence, or $100,000 per occurrence for activities involving child exploitation, terrorism financing, or similar offenses.

 

6.4.3.Additional liability for any costs, damages, or penalties incurred by PSP as a result of the MERCHANT’s actions.

PSP reserves the right to conduct random or scheduled audits of the MERCHANT’s transactions and systems to identify potential fraudulent activity. Audits shall:

 

1. Be conducted with prior written notice of at least five (5) business days, except in cases of suspected fraud or illegal activities where no notice is required.

Be limited to the scope of transactions and systems directly related to this Agreement.

 

6.5.2.Be limited to the scope of transactions and systems directly related to this Agreement.

 

6. The MERCHANT agrees to implement and maintain anti-fraud measures as specified by PSP, which may include:

 

1. Two-factor authentication for customer transactions.

2. Real-time transaction monitoring systems.

3. Fraud prevention tools as recommended by PSP.

4. Failure to implement these measures within a reasonable timeframe may result in the suspension of Services until compliance is achieved.

 

 

7. In the event that PSP identifies potentially fraudulent or prohibited transactions:

 

1. PSP will notify the MERCHANT within 48 hours of identification.

2. The MERCHANT will have five (5) business days to provide an explanation or rectify the issue.

3. If the MERCHANT fails to resolve the issue within the given timeframe, PSP may impose penalties, suspend the account, or terminate this Agreement.

 

8. The MERCHANT acknowledges that any transaction involving, child exploitation, or illegal activities will result in immediate termination and a $100,000 penalty per occurrence.

 

6.9. Assignment of Rights to Payment Partners
In addition to the Company’s rights and remedies under this Agreement, you expressly acknowledge and agree that all rights, protections, covenants, indemnities, and remedies granted to the Company under these Terms and Conditions are deemed to be jointly held and enforceable by the Company’s underlying payment partners, sponsor banks, processors, and service providers (collectively, “Payment Partners”).

Accordingly, you agree that any Payment Partner shall have the direct and independent right (but not the obligation)to enforce these Terms against you, including but not limited to initiating legal proceedings, seeking injunctive relief, or recovering damages, costs, and fees, in the event of your breach of this Agreement.

This assignment of rights is made for the express benefit of the Company’s Payment Partners, and you acknowledge that such Payment Partners are intended third-party beneficiaries of this Agreement with full standing to assert claims in their own name, without the need for further notice, joinder, or assignment from the Company.

Nothing in this clause shall limit or waive the Company’s own rights to pursue enforcement separately or in parallel with its Payment Partners.

 

6.10 For the purposes of this Agreement, “Designated Account(s)” refers to any account established by the MERCHANT with PSP for the purpose of receiving settlements, handling transactions, or any other business

related to the Services provided under this Agreement.

 

11. 6.11. PS Preserves the right to conduct random audits of the MERCHANT's transactions and systems to identify potential fraudulent activity.

 

12. 6.12. The MERCHANT agrees to implement anti-fraud measures specified by PSP, including but not limited to two-factor authentication and transaction monitoring tools.

DUE CARE

 

The performance by the PSP of all Services called for in this Agreement shall be consistent with reasonable industry standards. The PSP shall indemnify and hold the MERCHANT harmless from any liability, loss or damage which directly results from; (a) the PSP not complying with the terms and conditions of this Agreement; or (b) any loss suffered by the MERCHANT as a result of the PSP’s negligence. The PSP shall not be liable for any special consequential, exemplary or punitive damages. In no event shall the PSP’s liability to the MERCHANT hereunder exceed the amount of the net processing fees paid by the MERCHANT to the PSP in the immediately preceding calendar month. The MERCHANT acknowledges and agrees that the indemnity hereunder shall not extend to any act or failure to act by any employee of the PSP. The PSP is hereby authorized by the MERCHANT to divulge the MERCHANT’s name, address and telephone number(s) to any third party who has reasonable right to know such information.

 

8. SECURITY INTEREST

 

11. 8.11.To secure allobligations of theMERCHANTto PSPunder thisAgreement, theMERCHANTherebygrants PSP a first-ranking, possessory security interest in, and assigns, conveys, delivers, pledges, andtransfersto PSPall ofthe MERCHANT’s right, title, andinterest in and to:

 

1. 8.11.1.All funds, deposits, and amountscreditedto theMERCHANT’sDesignatedAccount(s)withPSPoranyotheraccountsmaintainedbytheMERCHANTatPSP,regardlessoftheirsourceorcollectionstatus.

 

2. 8.11.2.AnyfutureamountspayabletotheMERCHANTunderthisAgreementorrelatedtotransactionsprocessedthrough PSP.

 

12. 8.12.Definition of DesignatedAccount(s)

 

8.2.1. For the purposes of this Agreement, “Designated Account(s)” refers to any account established by the MERCHANT with PSP for the purpose of receiving settlements, handling transactions, or any other business related to the Services provided under this Agreement.

8.13.PSPmayexerciseitssecurityinterestandrightshereunderwithoutpriornoticetotheMERCHANTonlyin the following circumstances:

 

 

1. 8.13.1.Upon the MERCHANT’sbreachofthisAgreement.

 

2. 8.13.2.If the MERCHANTfails to pay any fees, penalties, or other amounts due under thisAgreement.

 

3. 8.13.3.UpontheMERCHANT’sinsolvency,bankruptcyfiling,ormaterialadversechangeinfinancialcondition.

 

 

14. 8.14.Except in cases of fraud, insolvency, or imminent harm to PSP’s interests, PSP will provide theMERCHANTwithawrittennoticeofintent toenforcethesecurityinterestno lessthanfive(5)businessdaysbefore taking any enforcement action.

 

15. 8.15.PSP reserves the right to request additional security or guarantees from the MERCHANT if PSPreasonablydeterminesthattheMERCHANT’sfinancialoroperationalconditionposesamaterialrisktoPSP’sinterests.TheMERCHANTagreestoexecuteanydocumentsandtakeanyactionsrequiredtoperfect,maintain,or enforce such additional security.

 

16. 8.16.TheMERCHANTwillbearallreasonablecostsandexpensesassociatedwiththeexecution,perfection,and maintenance of the security interest, provided that such costs are pre-approved in writing by theMERCHANT.

 

17. 8.17.AllactionstakenbyPSPtoenforcethesecurityinterestwillcomplywithapplicablelaws,includinganyrequirementsfor judicial or administrativeproceedings where necessary.

 

 

9. MERCHANT SERVICE COMMISSION AND TRANSACTION FEES

 

11. 9.11.ServiceCommission:ThePSPwilldebittheMerchant’sDesignatedDepositAccountdailyfortheMerchant Service Commission, which is calculated as a percentage or fixed fee applied to the total cardtransaction volume processed by PSP on behalf of the MERCHANT. This percentage or fee will be asspecified inAnnexure B (Fees), which forms an integral part of thisAgreement.

9.12.Transaction Fees: In addition to the Merchant Service Commission, the PSP will debit the Merchant’sDesignated Deposit Account for Transaction Fees, which include charges for transaction authorization,clearing,refunds,chargebacks,andsettlementactivities.ThesefeesaredetailedinAnnexureB(Fees)andmaybe adjusted in accordance with thisAgreement.

 

13. 9.13.Changes to Fees: Following consultation with the MERCHANT and with at least thirty (30) days' priorwrittennotice,PSPreservestherighttoreviewandrevisetheMerchantServiceCommissionandTransactionFees. PSPmay amend the fees without prior notice where:

 

1. 9.13.1.TheMERCHANT’sactualsalesvolume,ticketsize,ortransactionactivitydeviatesmateriallyfromprojections in theApplication.

 

 

2. 9.13.2.Adjustments are required to comply with regulatory changes, card network rules, or acquirer mandates.

 

3. 9.13.3.TheMERCHANTissubject toexcessive chargebacks, asdefined inthisAgreement.

 

 

14. 9.14.Daily Batch Processing Requirement: The MERCHANT acknowledges that the Merchant ServiceCommissioniscontingentuponthetimelysubmissionofdailyBatchProcessing.IftheMERCHANTfailstoclose batches at least once per business day, additional commissions or fees may apply, as specified inAnnexure B.

 

15. 9.15.AuthorizationCompliance:TheMERCHANTunderstandsthatanytransactionprocessedwithoutproperauthorization, or any deviation from the agreed procedures, may result in additional Transaction Fees, asdetailed inAnnexure B.

 

16. 9.16.Fee Deductions andAdjustments:

 

1. 9.16.1.PSPwilldeductallapplicablefees,penalties,andfinesfromamountsduetotheMERCHANT.

 

2. 9.16.2.If the fees or penalties exceed the available balance in the Designated DepositAccount, PSPmay:

9.16.2.1.Deduct theoutstandingamountsfromtheMerchant’sChargebackReserveAccount.

9.16.2.2.InvoicetheMERCHANT,withpaymentduewithinfive(5)businessdays.

 

3. 9.16.2.3.Debit the Merchant’s bankaccountdirectly,asauthorizedunderthisAgreement.

 

17. 9.17.FeeDisputes:Anydisputesregardingfeesorchargesmustberaisedinwritingwithinten(10)businessdays of the fee deduction.The MERCHANTwaives the right to dispute fees beyond this period.

 

18. 9.18.AnnexureBSupremacy:ThefeesandcommissionratesspecifiedinAnnexureB(Fees)willtakeprecedence in the event of any discrepancy between this clause and the annexed fee schedule.

 

19. 9.19.Non-ComplianceSurcharge:PSPreservestherighttoimposeadditional surchargesfor:

 

1. Non-compliance with PCI DSS or other card network rules.

 

2. Processing unauthorized transactions or failing to submit required documentation.

 

 

3. Late payment of invoices or other amounts due.

 

 

20. Fee Adjustments for High-Risk Merchants: PSP reserves the right to increase the Merchant Service Commission and Transaction Fees for MERCHANTS deemed high-risk due to:

 

 

10. CUSTOMER SERVICE, REFUNDS & CREDITS

 

 

11. 10.11.TheMERCHANTagreestoprovideclearand convenientmeansonitswebsitefor customersandPSPtomake inquiries about the sale, quantity, quality, delivery, return or exchange of a Purchase so that the customermust reasonably be aware of them prior to the completion of the Purchase.

 

 

12. 10.12.Items that must be included are the following:

 

1. 10.12.1.CountryoftheMERCHANT’sdomicile

 

2. 10.12.2.Complete description of goods or Services

10.12.3.Customer Service contact information

 

4. 10.12.4.Return, refund, exchanges and cancellation policies

 

5. 10.12.5.Delivery policy

 

6. 10.12.6.Transactioncurrencyorcurrencies

 

7. 10.12.7.Authorization Form

10.13.AdditionalitemsthatideallyshouldbeincludedontheMERCHANT’swebsiteinclude:

 

1. 10.13.1.Privacy statements

 

2. 10.13.2.Whenpaymentcardsarecharged

 

3. 10.13.3.Commitment to process orders promptly

 

4. 10.13.4.Commitment to respond to all enquiries within 7 business days

 

5. 10.13.5.Astatement of what type of security is supported

 

6. 10.13.6.Astatement encouraging cardholders to retain a copy of the transaction record.

 

 

14. 10.14.The MERCHANTpolicies must comply with all laws applicable to return, refund or exchange policies.

 

 

15. 10.15.TheMERCHANTshallagreetooffsetaPurchasewithanappropriatecredittothecustomer(a“Credit”)whena refund, whole or inpart, for a Purchase is dueto a customer.

 

 

16. 10.16.The MERCHANT must provide the cardholder with a transaction receipt. The cardholder's accountnumbermustneverappearonthereceipt.TheMERCHANTmustassignauniqueidentificationnumberto thetransaction and display it clearly on the receipt.

 

 

11. NOTICE OF ERRONEOUS/UNAUTHORIZED TRANSFERS

 

 

The MERCHANT shall regularly and promptly review all entries and other communications sent to the MERCHANT and to immediately notify the PSP if any discrepancy exists between the MERCHANT’s records and those provided by the PSP or with respect to any transfer that the MERCHANT believes was not authorized by the MERCHANT or customer. If the MERCHANT fails to notify the PSP within twenty (20) calendar days after the date that the PSP mails or otherwise provides a statement of account or other report of activity to the MERCHANT, the MERCHANT will be responsible for all losses or other costs associated with any erroneous or unauthorized transfer. The foregoing does not limit the MERCHANT’s liability for other breaches of this Agreement.

 

 

12. CHANGE OF MERCHANT NAME OR BUSINESS TYPE

Notification of Changes: The MERCHANT shall notify PSP in writing of any changes to its business name, trade name, ownership structure, business type, address, telephone number, banking information, or any other material details provided in the Application. Such notice must be provided at least thirty (30) days prior to the implementation of the changes. Failure to notify PSP of such changes may result in immediate suspension of processing services and/or termination of this Agreement.

Representation of Business Type: The MERCHANT represents that it is engaged exclusively in the business activities specified in the Application and approved by PSP. The MERCHANT acknowledges that PSP’s acceptance of this Agreement and provision of services is based on the accuracy of these representations.

 

 

3. Prohibition on Unauthorized Transactions: The MERCHANT shall not:

 

 

1. Process payment transactions for any business, product, or service other than those explicitly approved by PSP.

 

 

2. Submit transactions related to a change in business type, ownership, or service offering without prior written approval from PSP.

 

 

3. Use PSP’s services to process payments for third parties or unrelated entities without prior authorization.

 

 

4. 12.4.Approval for Changes: Any change to the MERCHANT's business type or service offerings is subject toPSP's prior written approval, which may be withheld at PSP's sole discretion. PSP reserves the right torequest additional documentation, conduct due diligence, and impose revised terms, fees, or reserves to accountfor any increased risk associated with such changes.

 

 

5. Consequences of Non-Compliance: If the MERCHANT:

 

 

1. Fails to notify PSP of any changes as required under this clause; or

 

 

2. Processes transactions outside the scope of approved activities;

 

 

3. PSP reserves the right to take immediate action, including but not limited to:

 

 

1. Suspending or terminating this Agreement without prior notice.

Imposing penalties, fines, or additional fees to cover any increased risk or regulatory exposure incurred by PSP.

Retaining funds from the Chargeback Reserve Account or withholding settlement payments to offset any potential liabilities.

 

 

6. Indemnification: The MERCHANT agrees to indemnify and hold PSP harmless from any losses, damages, penalties, or legal costs resulting from the MERCHANT's failure to comply with the obligations under this clause.

 

 

7. 12.7.Audit Rights: PSP reserves the right to audit the MERCHANT’s business operations, website, andtransaction history at any time to ensure compliance with the approved business type and other terms of thisAgreement.

 

 

13. WEBSITE REQUIREMENTS

 

 

11. 13.11.The MERCHANT shall ensure that its website complies with all applicable requirements of CUP, Visa,MasterCard, and any other relevant card network or regulatory authority, as specified in the MerchantApplicationandanyupdatedguidelinesprovidedbyPSP.TheMERCHANTshallalsoensurecompliancewithall applicable laws, including but not limited to data protection, consumer protection, and e-commerceregulations.

 

 

12. 13.12.TheMERCHANTmustnotifyPSPinwritingof anychangestoitswebsite,termsoftrade,orpoliciesthat may impact compliance with card network standards or this Agreement. Such notification must beprovided no later than five (5) business days prior to implementing the changes.

 

 

13. 13.13.The MERCHANT shall bear full responsibility for ensuring its website complies with all applicablestandards and requirements, including during the pre-activation stage. The MERCHANT acknowledges thatPSPmayimposeapenaltyof$10,000peroccurrenceofnon-complianceandsuspendtransactionprocessinguntil the issue is resolved. Each instance of non-compliance identified by PSP shall be treated as a separateoccurrence for penalty purposes.

 

 

14. 13.14.If the MERCHANT’s website is found to be non-compliant, PSP reserves the right to deactivate theMERCHANT Account immediately. Reactivation of the account will be subject to the MERCHANT rectifyingthe non-compliance and paying a reactivation fee of [insert amount or calculation method]. PSP reserves therighttoupdatethereactivation fee upon thirty(30) days’priorwritten notice to theMERCHANT.

13.15.TheMERCHANT’swebsitemustdisplayclearandcomprehensivepolicies,includingbutnotlimitedto:

 

 

1. 13.15.1.Refund and cancellation policies,

 

 

2. 13.15.2.Privacy policies,

 

 

3. 13.15.3.Termsofuse,and

 

 

4. 13.15.4.Any other disclosures required by applicable card network or regulatory standards.

 

 

Failure to display such policies will be deemed a material breach of this Agreement.

 

 

16. 13.16.The MERCHANT agrees to indemnify and hold PSP harmless from any fines, penalties, or liabilitiesimposedbycardnetworks,regulatoryauthorities,orotherthirdpartiesarisingfromtheMERCHANT’sfailureto maintain compliance with this clause.

 

 

14. TRADEMARKS

 

 

11. 14.11.This Agreement does not give either party any rights in the other party’s name, trade names, trademarks,logo, Service marks, domain names, URLs taglines or any other proprietary designations (“Marks”). Neitherparty may use the other party’s Marks without prior written consent, which may be withheld at the solediscretionof the granting party.

 

 

12. 14.12.The MERCHANT agrees that PSP may use its Marks for purposes of advertising or promoting that theMERCHANT uses PSP’s Acquirer Processing System and Services. The MERCHANT’s consent to such useis irrevocable during the term of thisAgreement, provided PSPdoes not alter or misrepresent the Marks.

 

 

13. 14.13.TheMERCHANTshallnotmodify,obscure,ormisrepresentPSP’sMarksorusetheminamannerthatcouldharm PSP’sreputation.Anysuch misusewill constitute amaterial breachof thisAgreement.

14.14.PSPreservestherighttoterminatetheMERCHANT’slimitedpermissiontouseitsMarksatanytimeifPSPreasonably determines that such use:

 

 

1. 14.14.1.ViolatesthisAgreement,

 

 

2. 14.14.2.HarmsPSP’sreputationorgoodwill,or

 

 

3. 14.14.3.Is otherwise unauthorized or misused.

 

 

15. 14.15.Both parties agree to notify the other promptly of any infringement, misuse, or legal dispute involvingtheir respective Marks.

 

 

15. ACQUIRER PROCESSING SYSTEM CHANGES

 

 

11. 15.11.PSP’s reserves the right to change all or part of the network configuration and the protocols used inproviding theServicesofthePSP’sAcquirerProcessingSystem.Ifanysuchchangesrequirethecustomertochange data communication protocols or communication networks then PSP shall provide the customer withfive days (5) days prior written notice.

 

 

12. 15.12.Such changes will be at no charge to the MERCHANT or the customer, unless such changes are: (a)mandated by a credit card association, governmental regulatory authority or communications carrier, or (b) Inorder to accommodate current or future processing or other requirements of third party processors of credit cardtransactions, including, without limitation, systemic problem resolution, planned conversions andenhancements. For those changes where the MERCHANT is responsible for payment, the MERCHANT willpay promptly to PSP any amounts due upon receipt of PSP’s invoice. PSP reserves the right to deduct suchamounts from monies owed to the MERCHANTon purchases. PSPshall provide the MERCHANTwith five

(5) days prior written notice.

 

 

2. Such changes will be at no charge to the MERCHANT or the customer, unless such changes are: (a) mandated by a credit card association, governmental regulatory authority or communications carrier, or (b) In order to accommodate current or future processing or other requirements of third party processors of credit card transactions, including, without limitation, systemic problem resolution, planned conversions and enhancements. For those changes where the MERCHANT is responsible for payment, the MERCHANT will

pay promptly to PSP any amounts due upon receipt of PSP’s invoice. PSP reserves the right to deduct such amounts from monies owed to the MERCHANT on purchases. PSP shall provide the MERCHANT with five

(5) days prior written notice.

The MERCHANT agrees to implement any changes requested by PSP within the time frame specified in the notice. Any failure to comply may result in suspension of the MERCHANT’s access to the Acquirer Processing System until compliance is achieved. The MERCHANT shall indemnify and hold PSP harmless for any losses, damages, or liabilities arising from such delays.

 

 

4. PSP shall not be liable for any disruptions, errors, or costs incurred by the MERCHANT as a result of changes made to the Acquirer Processing System, provided PSP has acted in accordance with this Agreement and industry standards.

 

 

16. REPRESENTATIONS AND WARRANTIES

 

 

11. 16.11.The MERCHANTwill be deemed to represent and warrant to PSPthat for each Purchase:

 

 

1. Has performed or will promptly perform all of the MERCHANT’s obligations to the customer in connection with the Purchase evidenced thereby;

 

 

2. The Purchase is, in all respects, as required by and in compliance with this Agreement and all laws, rules and regulations, governing the same;

 

 

3. The request for Authorization represents a bona fide sale of Merchandise or Services only in the ordinary course of business for the Total Sale Price; and

 

 

4. The MERCHANT has no knowledge or notice that would impair enforceability or collection by PSP as against the named customer.

 

 

12. The MERCHANT represents and warrants that:

 

 

1. This Agreement constitutes the valid and binding obligation of the MERCHANT and is enforceable against the MERCHANT according to its terms;

 

 

2. The MERCHANT has full legal and corporate authority to enter into this Agreement, to perform its obligations hereunder;

 

The MERCHANT is duly constituted and in good standing in the place of its formation.

 

 

4. All the information and documents concerning the MERCHANT provided to PSP in connection with the Merchant’s Application is accurate and true.

 

 

17. GENERAL OBLIGATIONS OF THE MERCHANT

 

 

The MERCHANT agrees to: a) Observe and comply with any rules or procedures and any changes as PSP may prescribe upon thirty days written notice thereof; b) Preserve all records pertaining to Purchases and Credits of its customers for three years from date thereof and permit PSP to examine and verify them at any reasonable time; c) Secure account numbers and Cardholders data behind firewalls or on servers inaccessible from the internet and comply with PCI DSS and other security requirements as required by PSP and Card Scheme Providers as well as relevant Industry Associations; d) Notify PSP immediately if its way of doing business or its Service offerings is changing; e) Execute and file such statements and notices as PSP may request to preserve or protect its interests hereunder; f) Comply with all laws applicable to the MERCHANT’s business activities including, without limitation, any export, import, customs or other restrictions on distributing any goods or Services sold by the MERCHANT; g) Request to develop their website 'Cardholder Detail Screen' in such a way so as to provide the following information: 1. Cardholder Card Number 2. Expiry Date 3. CVC2 Value (a three digit number located on the signature panel) 4. Full Address 5. Email Address 6.

*Identity Number 7. *VbV/MasterCard SecureCode * Optional. As and when any of the above is mandated by any of the card schemes these values will be mandatory for the MERCHANT.

 

 

18. LIABILITY - INDEMNIFICATION – LIMITATION

 

 

11. 18.11.INDEMNIFICATION

 

 

1. 18.11.1.TheMERCHANTshallindemnify,defend,andholdharmlessPSP,itsofficers,employees,agents,andindependent contractors, from and against any and all claims, losses, damages, penalties, fines, costs, orexpenses (including reasonable attorney fees) incurred by PSParising directly or indirectly from:

 

 

1. 18.11.1.1.The MERCHANT’s breach ofthisAgreement, includinganymisrepresentation,negligence,fraud,orwillful misconduct.

18.11.1.2.Non-compliance with PCI DSS standards, applicable data protection laws, or card network rules.

 

 

3. 18.11.1.3.Submission of fraudulent, illegal, or unauthorized transactions.

 

 

4. 18.11.1.4.Excessivechargebacksexceedingagreedthresholds.

 

 

2. 18.11.2.In the event of a fine imposed on PSP by card networks or regulators due to the MERCHANT’sactions,theMERCHANTagreestoreimbursePSPforthefine,plusanadministrativesurchargeof50%.Forrepeated or severe violations, PSP reserves the right to impose a penalty not exceeding six (6) times the fineamount, subject to applicable laws.

 

 

3. 18.11.3.PenaltiesimposedontheMERCHANTforbreachesshallbecappedatdocumenteddamagesincurredbyPSP,subject toa multiplierofthree (3)timesthe fineamount, unlessotherwiseagreed.

 

 

4. 18.11.4.TheMERCHANTshallobtainandmaintaininsurancecoveragesufficienttocoverrisksassociatedwithfraud,data breaches, andchargeback liabilities. Proofof such coveragemust be provided toPSPupon request.

 

 

12. 18.12. LIMITATION OF LIABILITY

 

 

1. 18.12.1.PSP’saggregateliability,whetherincontract,tort,orotherwise,shallnotexceedthegreaterof:

 

 

1. 18.12.1.1.ThetotalnetprocessingfeespaidbytheMERCHANTtoPSPduringtheimmediatelyprecedingone (1) months, or maximum of USD $10,000, whichever amount is greater.

 

 

2. 18.12.2.PSPshallnotbeliableforanyindirect,special,consequential,orpunitivedamages,includingbutnotlimited to economic loss, lost profits, or loss of goodwill, even if such damages were foreseeable.

18.12.2.1.Lossofdataintransit,exceptwheresuchlossresultsfromPSP’sgrossnegligence.

 

 

2. 18.12.2.2.Any delays, errors, or interruptions caused by third parties, including acquiring banks, card networks,or communication providers.

 

 

3. 18.12.3.IftheMERCHANTinstructsPSPtoperformanactthatcontravenesapplicablelawsorregulations,theMERCHANTshall indemnify and hold PSPharmless from all resulting liabilities, claims, or fines.

 

 

4. 18.12.4.ThislimitationofliabilityshallnotapplytodamagesresultingfromPSP’sgrossnegligence,intentional misconduct, or fraud.

 

18.2.5 Hold Harmless and Limitation of Liability for Withheld Funds
You expressly acknowledge and agree that Stratos Payments Ltd. (“Stratos PSP”) acts solely as a payment service provider and does not assume any liability for funds withheld, frozen, delayed, or otherwise restricted by any underlying sponsor bank, acquiring bank, processor, or other payment partner (“Payment Partners”) as a result of compliance reviews, investigations, or regulatory actions arising from your website, business practices, or offered goods and services.

In the event that funds are withheld by any Payment Partner, you agree that:

1. No Liability of Stratos PSP – Stratos PSP shall not, under any circumstance, be liable to you or your company for the release, timing, or recovery of such withheld funds. All liability rests solely with the Payment Partner(s) holding the funds.
2. Exclusive Remedy – Your sole recourse shall be to pursue any claims, damages, or payment directly against the Payment Partner(s) in accordance with their policies, agreements, and applicable law. Stratos PSP shall, upon written request, provide reasonable information and documentation to assist you in contacting and pursuing the Payment Partner(s).
3. Separate Agreement Controls – All terms relating to settlement, release of funds, and liability for payment are governed exclusively by the applicable Schedule A or other direct agreement you have in place with the relevant Payment Partner(s).
4. Disclaimer of Fiduciary Duty – Stratos PSP is not a trustee, custodian, fiduciary, or escrow agent of your funds. You acknowledge and agree that all funds are held, controlled, and released exclusively by the applicable Payment Partners in accordance with their terms and regulatory obligations.
5. Hold Harmless – You hereby agree to hold harmless, defend, and indemnify Stratos PSP, its affiliates, officers, directors, employees, and agents against any claims, demands, losses, damages, costs, or expenses (including reasonable legal fees) arising out of or relating to any funds withheld, frozen, or delayed by Payment Partners.

This clause shall survive the termination or expiration of this Agreement and shall apply to the maximum extent permitted by law.

 

 

 

19. SPECIFIC OBLIGATIONS OF THE MERCHANT

 

 

11. 19.11.It is the MERCHANT’s responsibility and at his own expense to: (a)Set up the connection to PSP’ssystems,accordingtothetechnicalspecifications,requirementsandinstructionsofPSP(b)Toadheretothetechnical specifications issued from time to time by PSP (c)To conform to government regulations, currentregulationsby theTelecommunicationsAuthority or otherrelevantAuthorities.

 

 

12. 19.12.The MERCHANTacknowledgesthatitshallrequestauthorizationthroughtheAcquirerProcessingSystem for all transactions regardless of the transaction amount (zero floor limits).

 

 

13. 19.13.The MERCHANT has 7 days from the onboarding mail is sent to him/her/ it (HASH and PASS) to integrate the MID and generate traffic. if not the PSP, at its own discretion, can close down the MID. In that case, the MERCHANT will have to go through a revised onboarding process and the PSP will be free to change pricing.

 

 

14. 19.14.The MERCHANT will be PCI compliant by the start of operations.

PSP’S WARRANTY & LIMITATION OF LIABILITY

 

 

11. 20.11.PSP will use reasonable and prudent efforts to provide the Acquirer Processing System Services in areliable manner. PSP will contract with reliable third parties for the products and Services on which theAcquirer Processing System is dependent, including, but not limited to, communication or network Serviceproviders, whether owned or licensed. Notwithstanding the foregoing however, PSP does not warrant orrepresent that theAcquirer Processing System will operate without interruptions or be error free.

 

 

12. 20.12.PSP shall not be liable to the MERCHANT for fraudulent or unauthorized transactions made by thecustomersoftheMERCHANTthroughtheAcquirerProcessingSystem,howeverorwheresoeveroriginated.PSP will have no responsibility to equip the Acquirer Processing System with the means to intercept orprevent fraudulent or unauthorized transactions.

 

 

13. 20.13.PSPshallnotbeliableforanylossofdataintransitincludingwithoutlimitationbetweentheMERCHANT,PSPand the creditcard associations.

 

 

21. CONFIDENTIALITY

 

 

11. 21.11.PSP and the MERCHANT each acknowledge that they may acquire information about the business,customers, operations and financial condition of the other and that this information and the terms of thisAgreement are confidential (“Confidential Information”). Both parties agree to comply with applicable dataprotection laws, including the UAE Personal Data Protection Law (PDPL) and GDPR for cross-bordertransactions.

 

 

12. 21.12.PSPandtheMERCHANTeachagreethattheywillnotdiscloseConfidentialInformationabouttheother party to any third party without obtaining prior written consent. Confidential Information does notinclude Purchase transaction information or information in the public domain or information otherwiserightfully publicly disseminated.

 

 

13. 21.13.Confidential Information may be disclosed by PSP or the MERCHANT pursuant to the request of CreditCard Associations, a government agency, pursuant to a court order or other such legal process or requirement oflaw or in defense of any claims or causes of action asserted against it.

21.14.The MERCHANT acknowledges the sensitivity of a customer’s data including, but not limited to, acustomer’s credit card account numbers, name, address, email address, and demographic, medical and otherpersonal information. The MERCHANT agrees to maintain any such personal information, to the extentpossessed by it, in a secure location in a manner which is generally considered by professionals in the computerindustry who deal with similarly sensitive personal information as providing a level of security which isreasonableandcustomarytoprotectinformationofthatkindfromunauthorizeddisclosure,theft,ormisuse,and in line with the PCI requirements and any other requirements as applicable from the relevant industryassociations.TheMERCHANTwillonlyusesuchinformationforproperpurposesunderthisAgreementandin accordance with applicable law. The MERCHANT retains ownership of all customer data. PSP must deletesuch data upon termination of theAgreement unless required to retain it under applicable laws.

 

 

15. 21.15.TheMERCHANTwillindemnifyandholdharmlessPSPforanylossesorclaimsarisingoutoftheMERCHANT’sbreach ofthis sectionand inaccordance with section11 hereof.

 

 

16. 21.16.TheMERCHANTgrantstherighttoPSPtoenquireandinspecttheMerchant’ssystemsandproceduresin order to establish that the MERCHANTis in compliance with data security procedures.

 

 

17. 21.17.TheMERCHANTagreestomaintainPCIDSScomplianceatalltimes.Non-compliancewillresultinanimmediate penalty of $25,000, in addition to any fines imposed by card networks or regulators.

 

 

18. 21.18.TheMERCHANTmustnotifyPSPofanydatabreacheswithin24hours.Failure tonotifyPSPwillresultin a $50,000 penalty.

 

 

19. 21.19.PSP reserves the right to audit the MERCHANT’s systems, financials, and operations at any time toensurecompliancewiththisAgreement.TheMERCHANTagreestoprovideaccesstorecords,employees,andsystemsas requested by PSP.

 

 

20. PSP and the MERCHANT agree to comply with applicable data protection laws, including the UAE Personal Data Protection Law (PDPL) and GDPR for cross-border transactions.

 

 

21. The MERCHANT retains ownership of all customer data. PSP must delete such data upon termination of the Agreement unless required to retain it under applicable laws.

23.TERMINATION OF AGREEMENT AND FURTHER PROVISIONS

 

 

1. This Agreement will become effective when signed by the MERCHANT and accepted by PSP in writing and will remain in full force and effect until terminated by either party upon ninety (90) days prior written notice to the other party, except as otherwise provided herein.

 

 

2. PSP reserves the right to terminate or suspend this Agreement, in whole or in part, immediately and without prior notice if:

 

 

1. The number of customer disputes, complaints, chargebacks, or credits exceeds the thresholds set by Mastercard, Visa, or other applicable card networks.

 

 

2. PSP determines, in its sole discretion, that the MERCHANT poses an unacceptable risk to PSP or its partners, including but not limited to reputational, financial, or legal risks.

 

 

3. In the event of a material breach of any term of this Agreement, the non-breaching party shall issue a written notice to the breaching party, specifying the breach and requiring its remedy within ten (10) days of receipt of the notice. If the breaching party fails to remedy the breach within the specified period, the non- breaching party may terminate this Agreement immediately upon written notice.

 

 

4. PSP will have the absolute right to terminate this Agreement without prior notice under any of the following circumstances:

 

 

1. The MERCHANT engages in or is directly or indirectly involved in illegal activities, morally reprehensible conduct, or activities that contravene United Nations sanctions, international conventions, or treaties.

 

 

2. The MERCHANT fails to comply with PSP's data security policies, including PCI DSS standards or applicable data protection laws.

 

 

3. The MERCHANT is implicated in activities related to fraud, terrorism, money laundering, child exploitation, or any other unlawful conduct.

23.4.4 The MERCHANT’s actions or omissions lead to regulatory fines or penalties against PSP or its partners.

Non-Circumvention: The MERCHANT agrees that it shall not enter into any separate or direct agreement with any bank, acquirer, or processor introduced by PSP to the MERCHANT for the duration of this Agreement and for a period of three (3) years following its termination. A breach of this clause will result in:

 

 

1. Immediate payment of liquidated damages equal to three (3) times the total fees paid to PSP under this Agreement during the preceding 12 months, or $250,000, whichever is greater.

 

 

2. PSP’s right to seek injunctive relief to prevent further breaches.

 

 

6. All obligations incurred by the MERCHANT under this Agreement, including but not limited to indemnification, confidentiality, payment of outstanding fees, and compliance with applicable laws, shall survive the termination or expiration of this Agreement.

 

 

7. Funds Withholding: Upon termination, PSP reserves the right to:

 

 

1. Withhold all settlement payments and funds in the Chargeback Reserve Account until a full reconciliation of the MERCHANT’s account is completed, which may take up to 12 months.

 

 

2. Deduct from withheld funds any outstanding fees, fines, or penalties owed by the MERCHANT to PSP or any third party under this Agreement.

 

 

8. Termination Assistance: Upon termination, the MERCHANT shall:

 

 

1. Cease using PSP’s services immediately.

 

 

2. Return or destroy all confidential information and materials provided by PSP.

 

 

3. Cooperate with PSP to facilitate the orderly conclusion of business and the resolution of any outstanding matters, including disputes and chargebacks.

GOVERNING LAW

 

 

1. This Agreement shall be governed by and construed in accordance with the laws of the Canada, and the courts of Ontario shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

 

 

2. The MERCHANT expressly waives any claims against PSP for delays, errors, interruptions, or failures in performance arising from or caused by third-party providers, including acquirers, card networks, or telecommunication systems. PSP's obligations are limited to its direct services, and any liability for third-party actions is expressly excluded.

 

 

25. JOINT VENTURE:

 

This Agreement does not create or establish a partnership, joint venture, agency, or employment relationship between the MERCHANT and PSP. Each party remains an independent contractor solely responsible for its obligations under this Agreement. Neither party shall have the authority to bind or obligate the other party in any manner unless expressly agreed in writing.

 

 

26. APPLICABLE TIME ZONE:

 

Unless explicitly stated otherwise, any reference to time or date herein will be construed according to the time zone in effect in the EST (Eastern Standard Time). PSP may specify additional time zones as relevant to specific operational processes or obligations.

 

 

27. AGREEMENT IN ENGLISH:

 

The parties hereby acknowledge and agree that this Agreement, along with any ancillary documents, has been drafted in the English language. In the event of any translation, the English version shall prevail for all legal and interpretative purposes.

 

 

28. INVALID TERM:

 

The parties hereby acknowledge and agree that this Agreement, along with any ancillary documents, has been drafted in the English language. In the event of any translation, the English version shall prevail for all legal and interpretative purposes.

NO WAIVER:

 

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Any waiver of a right or remedy under this Agreement must be expressly stated in writing and signed by the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

 

 

30. FORCE MAJEURE:

 

The parties hereby acknowledge and agree that this Agreement, along with any ancillary documents, has been drafted in the English language. In the event of any translation, the English version shall prevail for all legal and interpretative purposes.

 

 

1. A party hereto will not be responsible for any failure to perform any obligation hereunder including, without limitation, any failure of the PSP’s Acquirer Processing System to perform as intended, attributable in whole or in part to: (a) a technological or telecommunications failure; (b) any act of terrorism, industrial dispute, civil unrest, war, or Act of God, (c) any change in any governmental or credit card association laws, regulations, or rules which renders such party’s continued performance impractical; or (d) any unforeseeable set of circumstances outside of such party’s reasonable control.

 

 

2. In the event of a force majeure, PSP reserves the right to delay settlements, suspend Services, or terminate this Agreement without any liability. The MERCHANT agrees that PSP shall not be held responsible for any losses, penalties, or damages caused by delays or interruptions resulting from such events, including failures of third-party providers.

 

 

3. The affected party shall promptly notify the other party in writing within 24 hours of becoming aware of a force majeure event, including a description of the event and expected impact. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and provide regular updates on its status.

 

 

4. If the force majeure event continues for more than thirty (30) days, PSP may, at its sole discretion, terminate this Agreement with immediate effect.

 

 

 

 

 

 

 

 

32. NOTICES

All notices, demands, requests, or other communications required or permitted under this Agreement shall be delivered using one or more of the following methods:

Email: Notices sent electronically shall be deemed valid if sent to the designated email addresses provided below, and receipt is confirmed either via automated confirmation of delivery or a written reply.

 

 

2. Courier: Notices sent via reputable overnight courier (e.g., DHL, FedEx, UPS) shall be deemed received on the second business day following dispatch.

 

 

3. In Writing: Notices may also be delivered in person or via registered mail with acknowledgment of receipt, as required under Canadian law.PAYMENT SERVICE PROVIDER:

 

If to the PSP:
Payment Service Provider’s designated email address: [email protected]
Merchant's Physical address:
130 King Street West, Suite 1900
City: Toronto
State / Province: ON
Postal / Zip Code: M5X 513

 

 

33. ACCEPTANCE OF TERMS

By checking the box labeled “I agree to the Terms and Conditions” and proceeding (including by clicking any button such as “Create Account,” “Sign Up,” “Place Order,” or similar), you and, if you are acting for a company or other legal entity, that entity, affirmatively agree to be legally bound by these Terms and Conditions and by all documents, policies, and guidelines incorporated by reference on this page. Your act of checking the box and proceeding constitutes your electronic signature and electronic record of consent and has the same legal force and effect as a handwritten signature. You represent and warrant that:

1. you are of legal age and have capacity to contract.
2. if you act on behalf of an entity, you have authority to bind that entity and all references to “you” include that entity; and
3. you were provided with a clear, readily accessible opportunity to review, download, and retain the Terms and Conditions before agreeing.
   If you do not agree, do not check the box and do not proceed.

For clarity, you consent to do business electronically and agree that your assent complies with applicable e-signature and e-commerce laws, including the U.S. ESIGN Act and UETA, and the electronic commerce statutes of Canadian provinces and territories, including Ontario’s Electronic Commerce Act, 2000 and Québec’s Act to establish a legal framework for information technology. Your acceptance is recorded and stored as an electronic record associated with your account or transaction.

 

Modified June 12, 2025