terms & conditions

1. Definitions & Glossary

In the terms & conditions the following definitions shall apply:

3D Secure

Shall refer to the "MasterCard SecureCode" developed by MasterCard International Inc. ("MasterCard") and the "Three-Domain Secure" protocol developed by Visa International Inc. ("Visa") branded as "Verified by Visa", including successful versions thereof and any adjustments thereto.

Account Holde

Shall mean any person or legal entity who is authorized to use a Payment Method issued to him.

Acquirer/Acquiring Bank

Shall mean a financial institution that is authorized by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from merchants on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant.

Address Verification System (AVS)

Shall refer to a checking method used when the merchant verifies credit card data with a Scheme Owner or Issuing Bank to prevent fraud for credit card payments. AVS verifies the data stored by the Scheme Owner or Issuing Bank with the information provided by the Account Holder (i.e. billing address and zip code).

Alternative Payment Methods

Shall include, but not limited to, E-Wallets, debit cards, charge cards, prepaid cards, direct debit, bank transfers etc.

Authorization

Shall refer to a process where an Account Holder or Merchant on Account Holder's behalf permission for a Payment Method to be used for a particular purchase of services or products offered by the Merchant. In this respect, "Authorized" will have the corresponding meaning.

Backoffice System

A cloud-based software solution enabling SettleME to assist and provide the Merchant with certain administrative services relating to the Merchant’s Transactions.

Business Day

Shall mean any Day other than a Saturday or Sunday on which banks are open for business in the UK.

Bank Identification Number (BIN)

Shall refer to the first six figures of a credit or debit card number are used as an identification numbers assigned by the Scheme Owners to each of its affiliated financial institutions, banks and processors.

Bank Identifier Code (BIC)

BIC (also known as SWIFT Code) is composed from 8 or 11 characters and is used to send payments quickly. It uniquely identifies the name and country of the bank involved when making a bank transfer.

Capture Period

Shall refer to the period in which an Authorized Transaction can be Captured. The period may very per Payment Method.

Capturing

Shall refer to a Confirmation by (or on behalf of) the Merchant to the Acquirer that a Transaction for which Merchant received an Authorization is to be executed and the Account of the Account Holder is to be actually charged for the Transaction. In this respect, "Captured" will have the corresponding meaning.

Card

Shall mean any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder's account.

Card Association / Card scheme

Shall refer to Visa, MasterCard, Discover or comparable worldwide incorporated bodies body regulating and processing specific brands of cards.

Card Not Present (“CNP”) Transaction

Means 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.

Card Verification Method / CVM Code

Shall refer to the 3- or 4-digit numeric code that is printed on a Card. This code is known as - For Visa: CVV2; For MasterCard: CVC2; For American Express and Discover: CID. Collectively referred to as CVM Code.

Cardholder

Any person who is issued a Card and owns and uses a Card and, whose signature appears on the Card as an authorized user when required.

Chargeback

Shall refer to a Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a transaction in respect of which a Merchant has been paid or was due to be paid. To the extant a Chargeback occurs for a transaction in respect of which Merchant already received Settlement of the related funds, these may result in an unconditional obligation for the Merchant to immediately return the Settled funds to relevant Third-Party Service provider, in order to enable the Third- Party Service Provider to return such funds to the Scheme Owner or Acquirer, as may be relevant and subject to the Merchant Service Agreement entered directly between the Merchant and the Third-Party Service Provider.

Chargeback Fee

Shall refer to the fee charged by the Third-Party Service Provider to the Merchant in respect of a Chargeback.

Chargeback Handling Fee

Shall refer to the fee charged by the SettleMe to the Merchant in respect of a Chargeback.

Charges

Shall include the Setup Fee, Monthly Service Charges, Usage Charges and any other charges relating to the provision of SettleMe Services, and/or any other services howsoever rendered by SettleMe to the Merchant, as further detailed and agreed with the Merchant in the Gateway & Services Agreement.

Credit Card

Shall mean any form of credit card, which permits or enables transactions on a Cardholder's account.

Debit Card

Shall mean any form of debit card, which permits or enables transactions on a Cardholder's account.

Delivery Date

Shall refer to the date on which the complete Merchant Product and / or Merchant Service is delivered to the Account Holder who paid for the corresponding transaction.

Deposit(s)

Shall refer to a sum of money held by Third-Party Service Providers, withheld by Third-Party Service Providers from funds to be settled to the Merchant and / or separately deposited with Third-Party Service Providers by the Merchant as security for Chargebacks, Fines, fees or any other funds due to the Third-Party Service Provider.

The DevCenter/DevZone

The DevZone is the place for Merchants to learn on how to integrate into the SettleMe platform and make the most out of the services SettleMe has to offer. In DevZone you can find answers on technical matters of integration and operational instructions on how to best make use of the interfaces we offer our clients.

E-Commerce Transaction

Shall mean a Transaction undertaken by an Account Holder where said Account Holder is not physically present at the point of sale at the time of the transaction, and the Payment Details are presented to the Merchant or SettleMe or the Third-Party Service Provider by the Account Holder by means of secure Internet communications. In DevZone you can find answers on technical matters of integration and operational instructions on how to best make use of the interfaces we offer our clients.

Fee Proposal

Shall refer to a non-binding document issued by SettleMe to the Merchant including a proposal for SettleMe's scope of services and corresponding charges and may include fee quotes provided by the Third-Party Service Providers for the provision of their services to the Merchant. In any case, all final terms & conditions will be finalized under the Gateway & Services Agreement entered between SettleMe and the Merchant and/or the Merchant Agreement entered between the Third-Party Service Provider and the Merchant. In DevZone you can find answers on technical matters of integration and operational instructions on how to best make use of the interfaces we offer our clients.

Fine

Shall refer to any fine, uplifted service fee or any other additional payment which may be imposed by the Scheme Owners and/or Acquirers and/or the Third-Party Service Provider to the Merchant and/or the Third-Party Service Providers and/or SettleMe, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive chargeback levels. In DevZone you can find answers on technical matters of integration and operational instructions on how to best make use of the interfaces we offer our clients.

Gateway & Services Agreement

Means collectively these Terms and Conditions, a further agreement entered directly between SettleMe and the Merchant for the provision of the Services to Merchant, and all Schedules and other documents appended thereto by reference.

Hosted Payment Page

Shall refer to The Payment Interface where an Account Holder is redirected from the Merchant shopping site to a payment site hosted by SettleMe, on which the Payment Details are entered by the Account Holder.

Inflation

Shall refer to the UK Inflation Rate.

Interchange Fee(s)

Shall refer to the fee(s) set and charged by the Card Schemes (and in part passed on to the relevant Issuer) for processing and Settlement of a Card Transaction. This fee should in general include the assessment fees and any other scheme fees charged by the Card Scheme for the particular Transaction.

Issuer/Issuing Bank

Shall refer to an institution that issues Payment Methods to the Account Holder and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Account Holder with respect to the Payment Method.

Mail Order/Telephone Order Transaction (“MO/TO”)

Shall refer to a Transaction undertaken by an Account Holder where the Account Holder is not physically present at the point of sale at the time of the transaction, and the Payment Details are presented to the Merchant by the Account Holder by means of mail (not email), fax or telephone.

Merchant

Shall refer to The Legal Entity and/or natural person entering into a Gateway & Services Agreement with SettleMe.

Merchant Agreement

The agreement entered directly between the Third-Party Service Provider and the Merchant.

Merchant Pre-Application Form

Shall refer to a form used to obtain the Merchant information in order to initiate the Merchant Acceptance Procedure and introduction of the Merchant to various Third-Party Service Providers. This includes, but not limited, to the following fields: information about the Merchant and its corporate structures, directors and ultimate beneficial owners (“UBO’s”), personal details about the Merchant’s business model, bank account details, processing information, desired services, integration type, currencies and supporting documentation.

Merchant Products and Services

Shall mean a product / service which the Merchant is selling and for which Transactions are processed

Order Currency

Shall refer to the Currency in which the transaction is originally offered to the Account Holder.

Payment Currency

Shall refer to the Currency in which a transaction is processed.

Payment Details

Shall refer to the information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by the Third-Party Service Provider and to perform fraud checks, including details regarding the Card, the Account Holder, relevant authentication details and the payment amount.

Payment Gateway

Proprietary software of SettleMe connecting between the Merchant’s site on the Internet and the relevant Third-Party Service Provider for the purpose of enabling the Processing services between the Merchant and the Third-Party Service Provider. The Payment Gateway also provides merchants with valued added services and various tools such as transaction management, reporting and billing services.

Payment Instruction

Electronic instruction sent by a Merchant (or by an authorized third party acting on behalf of the Merchant) to Third-Party Service Provider via the SettleMe Payment Gateway and/or Backoffice System.

Payment Methods

A method of enabling payments by Account Holders to merchants such as Cards, online and offline bank transfers and direct debits and other Alternative Payment Methods Provided by Third-Party Service Providers.

PCI DSS

Shall refer to the security standards for transmitting, processing or storing card data/payment details, known under the name PCI DSS, as required to be observed under the Scheme Rules of the Card Schemes. Please see www.pcisecuritystandards.org for more information.

Point of Sale (“POS”) Transaction

Transaction submitted for processing by a Cardholder via a POS Terminal where the Cardholder is physically present at the location of the POS Terminal.

Processing

An activity involving collecting Payments Details and Payment Instructions executed through various Payment Methods of Account holders who purchase the Merchant’s Product or Services, transferring the payments through Third-Party Service Providers, and paying Settlements to the Merchant.

Processing Fees

Shall include any charges and fees relating to the provision of the Third-Party Service Provider Services, as further detailed and agreed between the Third-Party Service Provider the Merchant under the Merchant Agreement.

Refund

A (partial) reversal of a particular transaction, where the funds are reimbursed to the Account Holder on the initiative or request of the Merchant.

Request for Information (“RFI”)

A request from Scheme Owner or Third-Party Service Provider received by SettleMe for more information about a Transaction, made available by SettleMe to the Merchant in electronic form.

Scheme Owner

The party offering and / or regulating the relevant Payment Method.

Scheme Rule

Shall refer to the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners and/or Third-Party Service Providers as may be agreed or supplemented over time and with which Merchant must comply when using the relevant Payment Method.

Service(s)

Shall refer to any and the collective set of services as provided by SettleMe to the Merchant under the Gateway & Services Agreement.

Settlement

The payment of amounts by Third-Party Service Providers to the Merchant, owed with respect to Settlements received by the Third-Party Service Provider from Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep the Deposit all as defined and agreed between the Third-Party Service provider and the Merchant and detailed in the Merchant Agreement entered directly between the Third-Party Service Provider and the Merchant. "Settle" and "Settled" will have the corresponding meanings.

Silent Post

Also known as Server to Server or API integration.

Software

The collective set of programs and data developed and / or operated by SettleMe as needed to provide the Service to its merchants, including the Payment Gateway and Backoffice System.

Terms & Conditions

The current version of these terms and conditions of SettleMe.

Third-Party Service Provider

Scheme Owners, Acquiring Banks, Payment Facilitators and any other financial institutions or entities providing processing and/or other financial services to the Merchant subject to the terms and conditions provided in a direct Merchant Agreement entered between the Merchant and the Third-Part Service Provider. Those may also include other entities providing introduction and/or intermediary services.

Traffic

The profile of Merchant Transactions, including volume, spread across Payment Methods, geographic spread and other relevant information.

Transaction

An Authorization request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to the Third-Party Service Provider through the Software.

Underwriting

The process undertaken by Third-Party Service Providers involving the evaluation of the Merchant’s documentation, financial history and credit trustworthiness to determine whether to grant or deny a service account.

Uncompleted Order Amount

The total amount of Authorized, Captured and / or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and / or Merchant Services have not been delivered to the relevant Account Holders at that time and / or for which the return rights or order cancellation rights of the Account Holder under the terms and conditions of the Merchant and / or applicable law have not yet lapsed.

Website

Means the website available at www.settle-me.com and/or any website owned, operated or hosted by SettleMe, and any software or content that is used to access such website.

2. Merchant Pre-Application, Know Your Customer and Registration Information

2.1

Prior to any engagement with SettleMe and in order to comply with anti-terrorism, financial services, any applicable laws or regulations, as the Know Your Customer (“KYC”) requirements, the Merchant must furnish to SettleMe prior to any engagement sufficient information and supporting documentation about its management structure, general business model, primary scope of business activity, and identifying information about its shareholders (the “Registration Information”), as further detailed in the Merchant Pre-Application. SettleMe reserves the right to request to receive additional supplemental information at any time and without advance notice.

2.2

The Merchant warrants unconditionally that all Registration Information it provides is correct and up to date.

2.3

The Merchant will provide SettleMe with written notice of at least three (3) business days prior to any change, material or otherwise, of the Registration Information. The Merchant will furnish upon request from SettleMe any and all additional information and supporting documentation regarding its activities and identity, as well as that of any related UBO, for which SettleMe may reasonably determine is necessary in order to ensure compliance with applicable laws and regulations and any Third-Party Service Providers KYC requirements.

2.4

By submitting the Merchant Pre-Application, the Merchant consents to and confirms that it shall grant SettleMe and any related third parties associated with SettleME all required permission necessary to perform any enquiries with any third party deemed necessary to verify any information, in the Registration Information or otherwise, as was provided to SettleMe. This may include obtaining, checking and/or reviewing applicable credit reports and/or commercial registers or databases. A credit check may leave a soft footprint on the Merchant’s credit history. Upon submitting a Merchant Pre-Application, the Merchant will be obliged to further consent and confirm that the directors and UBO’s further consent to the above.

2.5

By submitting the Merchant Pre-Application, the Merchant consents to granting SettleMe all required authorizations to approach various Third-Party Service Providers on behalf of the Merchant and submit the Registration Information to Third-Party Service Providers in order to obtain their offers for the provision of Payment Methods and the rendering of Processing services to the Merchant.

2.6

Notwithstanding the above, the Merchant expressly authorizes SettleMe to:

2.6.1

engage with and discuss, without providing prior written notice, any matter related to the Merchant, the provision of the payment Services or the Merchant’s obligations as governed by these Terms & Conditions or pertinent Merchant Agreement;

2.6.2

complete and/or correct any details;

2.6.3

furnish where necessary a copy of these Terms and Conditions as evidence of the granting of such authority; and

2.6.4

provide any to Third-Party Service Providers for the purposes of dispute resolution.

3. Services

3.1

Introduction and Intermediary services which may include, inter-alia, the following:

3.1.1

the submission and disclosure of the Registration Information by SettleMe to Third-Party Service Providers to obtain offers for Processing services relating to various Payment Methods and Alternative Payment method;

3.1.2

corresponding and presenting the rates and fees offered to the Marchant by various Third-Party Service Providers as further agreed upon between the Third-Party Service Provider and the Merchant under the Merchant Agreement;

3.1.3

consulting and assisting the Merchant with the necessary applications and paperwork, and additional submissions of applications to the Third-Party Service Providers for underwriting; and

3.1.4

In any case, the Merchant will enter, under his discretion, into a direct engagement with the Third-Party Service Provider governed by the Merchant Agreement, subject to an acceptance by the relevant Third-Party Service Provider, which may withhold or withdraw in its discretion at any time.

3.2

SettleMe Shall Not be Held Responsible for Ensuring That:

3.2.1

the Third-Party Service Provider introduced to the Merchant will accept an engagement with the Merchant;

3.2.2

the quality of Payment Services offered by the Third-Party Service Provider or the quality, reputation or diligence of the Third-Party Service Providers;

3.2.3

the Third-Party Service Provider has obtained and continues to hold all necessary licenses, authorizations, consents and registrations required by any governmental, municipal or regulatory agency or authority to provide Payment Services in any territory in or from which it purports so to do and that such licenses, authorizations, consents or registrations have not ceased to exist;

3.2.4

the Third-Party Service Provider complies and shall continue to comply with the terms of any such authorization, license, consent and registrations.

3.2.5

SettleMe does not have any direct or indirect control over the quality or performance of any products or services offered by the Third-Party Service Providers.

3.3

Payment Gateway and Related Valued-Added Services

3.3.1

Payment Processing

3.3.1.1

In certain cases, the Merchant will receive Payment Processing services (“Payment Processing”) to deliver real time or near real time Transaction storage, processing and transmission capabilities over the Internet, between the Merchant and the relevant Third-Party Service Provider, including Value Added Services as applied to the Payment Gateway (as set out in clause ‎3.2.2 and ‎8).

3.3.1.2

Since the relevant Third-Party Service Provider settles related funds directly with the Merchant, and not with or through SettleMe, Payment Processing Services shall include services such as reporting, authorizing and/or clearing and Settlement messages and back-office related functions as well as assistance in matching processed Transactions with Settlements received from the relevant Third-Party Service Provider; however, Payment Processing Services shall not include the Settlements themselves.

3.3.1.3

The Merchant is obliged to ensure all data that SettleME and the Third-Party Service Providers request be provided for a Transaction, including data required in order to review and verify fraud checks, of which shall be provided with each Transaction that is submitted for processing. If the Merchant fails to provide the requested data for any Transaction requested by either SettleME or the Third-Party Service Providers, SettleME shall have the right to immediately suspend Transaction processing without the provision of advanced written notice to the Merchant. SettleME may revise the required data needed to process Transactions from time to time by giving notice to the Merchant as needed to be able to process such Transaction and conduct fraud checks.

3.3.1.4

Notwithstanding the above, SettleME shall not, absent express consent to the contrary, be deemed a party to transactions between the Merchant and its customers and the Merchant acknowledges that it bears the risk in transacting with its customers.

3.3.1.5

SettleME acts as a facilitator to help and assist the Merchant accept payments from Account Holders through its Payment Gateway. SettleME acts as a technological gateway based upon the Merchant’s direction and requests to use SettleME Services that require SettleME to perform tasks on the Merchant’s behalf.

3.3.1.6

SettleME cannot ensure that parties the Merchant is dealing with or will deal with in the future, will actually complete any of the transactions.

3.3.2

Value-Added Services

3.3.2.1

Value Added Services may include, but not limited, to the following:

3.3.2.1.1

fraud control;

3.3.2.1.2

statement processing;

3.3.2.1.3

remittance processing;

3.3.2.1.4

data warehousing/capture;

3.3.2.1.5

risk reporting/service, and/or loyalty programs;

3.3.2.1.6

hosting facilities;

3.3.2.1.7

data storage;

3.3.2.1.8

hosting facilities;

3.3.2.1.9

web hosting;

3.3.2.2

The availability of Value-Added Services, whether free of charge or in circumstances where a subscription fee is charged, is subject to the reasonable discretion of SettleME and SettleME reserves the right to charge or withdraw any of the Value-Added Services at any time upon furnishing a reasonable prior written notice to the Merchant, of which shall be under its sole discretion.

3.3.2.3

In the event that SettleME withdraws any of the Value-Added Services for which a subscription fee is charged, no further subscription fee will be charged for the period after the withdrawal of the Value-Added Service concerned. Where the Merchant subscribes to a package option that includes provision of Value-Added Services free of charge, SettleME shall be entitled, on prior written notice to the Merchant to vary, discontinue or substitute any such Value-Added Service without reducing any of the monthly service charges or providing any refund unless it determines in its sole discretion to do so. The Merchant’s continued payment of the Monthly Service Charges shall be deemed to be acceptance of the variation of the Value-Added Services. If the Merchant does not agree to such variation, the Merchant may terminate this Agreement as detailed in Section 14.

3.4

Settlements

3.4.1

Funds from the Account Holders charged for the validly processed Transactions of the Merchant which are processed via SettleME and acquired by the relevant Third-Party Service Provider, will be settled directly by the Third-Party Service Provider to the Merchant.

3.4.2

Consequently, it is the Merchant’s exclusive and independent responsibility to evaluate if the conditions imposed by the Third-Party Service Providers for Settlement (as communicated from time to time by SettleME and/or by the Third-Party Service Providers via their websites and other communication channels to the Merchant) are acceptable to the Merchant.

3.4.3

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

3.4.4

Under any circumstances SettleME is not acting as a trustee, fiduciary or escrow with respect to the Merchant’s funds, but is acting only as a technological platform.

4. The Merchant’s Obligations & Restrictions

4.1

The Merchant may only use Services for Products and Services expressly stated and provided for in the Registration Information. The acceptance by SettleME of Merchant’s customer and further entrance into the Gateway & Services Agreement shall be made according to and subject to the description of the Merchant’s Products and Services, which the Merchant stated in the Registration Information. The Merchant must receive prior written consent for any change or addition to the Merchant’s Products and Services.

4.2

The Merchant hereby warrants and undertakes in favor of SettleME that it shall not use nor allow any Services to be used for any improper, immoral or unlawful purposes nor in any way which may cause injury or damage to persons or property or an impairment or interruption to the SettleME Services;

4.3

SettleME’s acceptance of the Merchant as customer shall not be interpreted as SettleME offering an opinion or validating the legality of the Merchant’s Products and Services and/or of the Merchant’s intended use of the Services therefore. The Merchant is solely responsible for ensuring the Merchant’s Products and Services sold are compliant with the Scheme Rules and applicable laws in its country of origin and the countries its customers are based in. Further, Third-Party Service Provider Payment Methods apply additional restrictions as set out in the applicable Scheme Rules, all of which the Merchant must be aware of and remain accordingly compliant at all times.

4.4

The Merchant is obligated to comply with all reasonable directions by SettleME relating to the Services including, but not limited to, the implementation of an interface specifically to the parameters provided by SettleME; complying with all technical, security and privacy standards set out by the Third-Party Service Providers; and providing sufficient evidence of all matters of compliance upon the immediate request Of SettleME.

4.5

The Merchants must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of the Merchant Product and Services for the greater of (i) 36 months subsequent to the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product and Services. The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Product and Services and all contacts with the Account Holder. In case of investigations by the Third-Party Service Providers, the Acquirers and/or the Scheme Owners with respect to Chargebacks, suspected fraud or other RFI’s from the Scheme Owners, Merchant will fully co-operate in the auditing of such records. Merchant’s obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.

5. Warning – Fines Scheme Owners

5.1

The Merchant acknowledges that in the event it violates certain key requirements which shall be provided by the Third-Party Service Provider or the Scheme Rules, some Scheme Owners and Third-Party Service Providers possess certain rights that allow for the levying and collection of significant Fines. The Scheme Owners and Third-Party Service Providers do this to protect the Account Holders, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs.

5.2

Key examples of Scheme Rules which are subject to such Fines may include, inter-alia, the following:

5.2.1

using the Payment Method for Merchant Products and Services other than those for which the Merchant received express prior authorization;

5.2.2

using the Payment Method for Merchant Products and Services that are in violation of any applicable laws or regulations governing these Terms & Conditions or any corresponding Merchant Agreement;

5.2.3

using the Payment Method for selling Merchant Products and Services for any use or purpose that the Scheme Owner explicitly prohibited (e.g. adult content, drugs, arms, gambling);

5.2.4

using the Payment Method for the benefit of a third party or reselling the use of the Payment Method to a third party, as such authorization granted to the Merchant to use a Payment Method is strictly personal and exclusive to the Merchant;

5.2.5

percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level;

5.2.6

breaches of security and confidentiality obligations with respect to Payment Details;

5.2.7

fraudulent or misleading activities from which Account Holders or other related parties stand to suffer financial injury.

5.3

The Merchant is strongly advised to regularly review the current Scheme Rules and relevant changes to any laws or regulations applicable to its Merchant Products and Services and business practices in order to ensure their continued compliance to applicable Scheme Rules. SettleME may assist Merchant in this by providing access to summaries of applicable Scheme Rules.

5.4

To the extent that SettleME becomes aware of and/or received any notice of potential exposure to a Fine related to the Merchant’s behavior, the Merchant shall on first request cooperate with all investigations of the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of SettleME in such situation as per the Terms and Conditions. Where necessary, SettleME may share relevant feedback received by the Merchant with any Third-Party Service Provider, Acquirer or Scheme Owner responsible for recovering or collecting a given Fine. The Merchant shall fully indemnify and hold SettleME harmless from any Fines levied by any Third-Party Service Provider or Scheme Owner as a result of the Merchant’s breach of the terms of the Merchant Agreement and/or the Scheme Rules.

6. Charges & Fees

6.1

The Fees, consideration and applicable charges for the provision of the SettleME Services, and any other services supplied by SettleME to the Merchant, may vary depending on the Merchant’s needs and shall be further detailed in the Gateway & Services Agreement entered between SettleME and the Merchant. The Gateway & Services Agreement will also include the payment and invoicing details.

6.2

The Merchant acknowledges that if applicable, SettleME reserves the right to give instructions to the Third-Party Service Provider to automatically withdraw the Fees due from the Settlement funds.

6.3

The Fees, consideration and applicable charges for the provision of the Third-Party Service Providers services, may vary depending on the Merchant needs and shall be further detailed in the Merchant Agreement entered between the Third-Party Service Provider and the Merchant.

6.4

Unless otherwise stated Fees are quoted in EUR.

6.4.1

In the event of the Merchant failing to effect payment of any amounts due in terms of Gateway & Services Agreement on the due date, without derogating from SettleME’s rights under this Agreement, the Merchant shall be liable to effect payment of interest to SettleME on the amount at the maximum permissible rate from time to time as set forth in the applicable legislation.

6.4.2

SettleME may review the Fees under its sole discretion and reserves the right to adjust and increase the Fees. SettleME shall notify the Merchant of any increases of future Charges with 14 (fourteen) days prior written notice of such increase. The Merchant’s continued payment of the Charges shall be deemed to constitute the Merchant’s acceptance of such increase. If the Merchant does not accept the increase to the Charges, the Merchant may terminate this Agreement under the provisions of this Agreement.

6.4.3

For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Third-Party Service Provider or Acquirers or Scheme Owners for the use of their Payment Methods where such fees are not included in the fees charged by SettleME or due to changes in applicable laws.

6.4.4

SettleME has the right at any time to require immediate payment of sums or to give instructions to Third-Party Service Providers to set-off Merchant’s debts to SettleME against Settlements to Merchant in the following cases (if applicable):

6.4.4.1

Refunds and/or Chargebacks in case the outstanding Refund and/or Chargeback amounts exceed the Settlement amount.

6.4.4.2

Any amount required by SettleME to cover any (potential) liability of the Merchant under this Agreement.

6.4.4.3

Any other charges or amounts due by Merchant under this Agreement including Fines from the Third-Party Service Providers.

6.4.5

SettleME reserves the right to disconnect the client if any invoices remain unpaid for ninety (90) days after the due date.

6.4.6

The Merchant confirms that the Fee Proposal issued by SettleME is a non-binding offer, and all Fees will be further agreed in the relevant agreement.

6.4.7

The Merchant confirms that in certain cases SettleME is entitled to receive a certain commission from the Third-Party Service Provider and that those commissions are not included in the Fees due to SettleME by the Merchant according to the Gateway & Services Agreement.

6.4.8

All Fees are due immediately and are non-refundable, except as otherwise expressly noted herein.

6.4.9

All Fees of SettleME are excluding applicable VAT, turnover and other taxes or levies which will be separately payable by the Merchant where applicable to invoiced amounts or services. The Merchant is responsible for all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state or local governmental entity on the fees for the SettleME Services, excluding taxes based on SettleME’s net income.

7. Integration

7.1

General

7.1.1

By submitting the Merchant Pre-Application Form, SettleME, as part of its SandBox program, under its sole discretion and subject to the provisions of clause 2 above, may provide the Merchant with login credentials allowing him access to all of tools and services to build Merchant’s app or service, during that period of time the Merchant won’t be able to process live transactions.

7.1.2

If SettleME does not approve the Merchant Pre-Application or if the Merchant fails to complete the KYC procedure, SettleME may deny the Merchant from access to the Payment Gateway and shall not be under any obligation to the Merchant to give reasons for its decision.

7.1.3

Some Services can only commence following successful service integration with the Merchant’s website and/or applications. SettleME does not provide integration services as part of its Services and the Merchant shall be responsible for integration of the SettleME API. Where applicable, SettleME shall use commercially reasonable endeavors to comply with any supply and/or delivery and/or integration requirements but shall not be liable to the Merchant in the event that such supply and/or delivery and/or installation is delayed or cancelled, for whatsoever reason.

7.1.4

SettleME provides standard software modules and installation guides to the Merchant to help enable the connection to the Payment Gateway platform and may provide software tooling to interact with the API. SettleME shall ensure its input is provided in a professional manner, but the Merchant remains responsible to ensure the correct implementation and use of the Services in its own systems in accordance with the then current installation and usage instructions and software updates provided by SettleME.

7.1.5

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

7.1.6

SettleME may in its sole discretion refer the Merchant to a third-party service provider to assist the Merchant with integration, which third party service provider may conduct the integration in its own name and not as an agent and/or subcontractor of SettleME. SettleME shall not be liable or responsible for any acts of such third-party service provider and the Merchant assumes full responsibility in this regard.

7.1.7

The Merchant is responsible for ensuring that its website and/or applications are operational and ready for business and that it complies with all applicable laws.

7.1.8

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

7.1.9

The Merchant shall be responsible for obtaining all necessary approvals imposed by any applicable laws and/or any competent authority and required for the purpose of any such supply and/or delivery and/or installation. In addition, the Merchant hereby indemnifies SettleME against any claim, loss or liability suffered by SettleME by reason of such approval and authorities not having been properly obtained, whether arising as a consequence of the conclusion or implementation of this Agreement or otherwise. The Merchant waives all and any claims from whatsoever cause arising against SettleME or any other Third-Party Service Provider arising out of the provision of the SettleME Services.

7.2

Hosted Payment Page

7.2.1

This Services refer to a service under which the Merchant redirects the Account Holder to the secured Hosted Payment Page of SettleME. The Hosted Payment Pages can be tailored and is customizable via an online wizard.

7.2.2

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

7.3

Silent Post

7.3.1

The Merchant using the Silent Post (API interface or Server-to-Server Integration) must at all times fully comply with the then current PCI-DSS rules and on SettleME’s first request demonstrate such compliance and provide its valid certification of its compliance. If the Merchant cannot prove the compliancy to the PCI-DSS rules or its certification/compliancy becomes invalid, the Merchant will notify SettleME immediately. SettleME has the right to immediately suspend Transaction processing for Merchant in case SettleME has any indication that Merchant is not compliant with the PCI-DSS standards which Merchant cannot immediately prove to be not founded. Merchant shall fully indemnify and hold SettleME harmless from any losses, claims (including applied Fines by Third Party Service Providers/ the Scheme Owners), costs or damage SettleME incurs as a result of Merchant’s breach of this obligation.

7.4

Payment Status “Authorized”

7.4.1

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

7.5

Changes to Payment Gateway

7.5.1

SettleME reserves the right to change or amend the Payment Gateway and its interface at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics. No changes will be implemented by SettleME which materially reduce functionality of the Services which was explicitly committed to be provided under the Gateway & Services Agreement, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) the need for increased security due to security risks identified by SettleME (iv) other reasonable grounds which warrant the reduction of functionality.

7.5.2

SettleME will announce material changes to the Payment Gateway within a reasonable prior notice. SettleME endeavors to minimize changes to the Payment Gateway. Shorter notice periods may have to be made to comply with applicable laws, changes in requirements from Third-Party Service Providers, Acquirers or Scheme Owners or the need for increased security due to security risks identified by SettleME.

7.6

Security of Payment Details

7.6.1

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

8. Service Level Agreement

8.1

SettleME takes reasonable measures to ensure a secured Software and the security of Account Holder data in their possession and as well as commits to take the necessary precautions and security measures to keep the data secure.

8.2

SettleME shall not be in any way responsible or pay any compensation for any down-time that may occur.

8.3

The Merchant shall not be entitled to any compensation from SettleME in the instance that a Third-Party Service Provider has terminated his engagement with the Merchant.

8.4

SettleME commits to use all commercially reasonable efforts to achieve a reasonable minimum uptime excluding from any downtime caused by acts or omissions of the Merchant, Third-Party Service Providers, Acquirers or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. The Merchant is obliged to immediately notify SettleME of any downtime of which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.

8.5

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

9. Chargebacks & Refunds

9.1

General

9.1.1

Many Scheme Owners and Third-Party Service Providers allow Account Holders to Chargeback Authorized and Settled Transactions by requesting a Chargeback from the Scheme Owner or the Issuing Bank. The Merchant’s receipt of a Settlement and/or Authorization confirmation regarding a particular Transaction therefore does not unconditionally entitle Merchant to receive Settlement of the Transaction amount or to keep the Settled amount, as in case the Account Holder claims a Chargeback in accordance with the relevant Scheme Rules, Merchant loses entitlement for the relevant amount and must return it via the Third-Party Service Provider to the Account Holder. The Merchant is obligated to check the relevant Scheme Rules and Merchant Agreement to see which Payment Methods allow Chargebacks and what procedures apply.

9.1.2

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

9.1.3

In general, the Merchant should take into account that an unacceptable Chargeback level may lead to suspension of Transaction processing and/or Fines being applied (for which Merchant will be responsible). For some Payment Methods higher or lower tolerances for Chargeback levels may apply, thus the Merchant is obligated to check the then current version of the relevant Scheme Rules and the Merchant Agreement for this. The relevant Third-Party Service Provider, Scheme Owner, Acquirer and/or SettleME not taking immediate action in case of excessive Chargeback levels occurring cannot be interpreted as consent or a waiver of related rights by SettleME, the relevant Third –Party Service Provider, Acquirer or Scheme Owner.

9.1.4

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

9.1.5

Where SettleME has reasons to suspect that the Merchant is not delivering its Merchant Services or Merchant Product likely to cause high Chargeback volumes and/or illegal, SettleME has the right to suspend its Services.

9.2

Chargeback Handling Fee

9.2.1

For every Chargeback, a non-refundable Chargeback Handling Fee may be charged from the Merchant as set out in the Gateway & Services Agreement (excluding a Chargeback Fee which may be imposed by the relevant Third-Party Service provider under the Merchant Agreement).

9.2.2

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

9.3

Refund Handling Fee

9.3.1

For every Refund, a non-refundable Refund Handling Fee may be charged from the Merchant as set out in the Gateway & Services Agreement (excluding a Refund Fee which may imposed by the relevant Third-Party Service provider under the Merchant Agreement).

9.3.2

Refunds will be executed according to the Merchant Agreement entered directly by the Merchant and the Third-Party Service Provider.

10. Proprietary Rights

10.1

The proprietary rights in the Software and other materials and all other intellectual property rights related to the SettleME Services are owned bySettleME and its licensors. The Gateway & Services Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by SettleME solely for the purpose of using the Services in accordance with this Agreement and the applicable usage instructions communicated to Merchant via the SettleME website from time to time.

10.2

Notwithstanding the above, all related logos, products and services described in SettleME website and/or related to the Software are either trademarks or registered trademarks of SettleME or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SettleME. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SettleME and may not be copied, imitated, or used, in whole or in part, without the prior written permission of SettleME.

11. Confidentiality

11.1

All information relating to the Merchant or to SettleME is designated as being confidential, and all information not expressly designated as confidential, but which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information”. Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Gateway & Services Agreement and any information provided by SettleME on its Services are Confidential Information.

11.2

Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:

11.2.1

to share Confidential Information solely with personnel and representatives of the parties which have a need to have access to such information in order to exercise rights and obligations under the Merchant Agreement; and

11.2.2

to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for SettleME where necessary to perform the Services.

11.3

The obligation to maintain confidentiality does not apply to information:

11.3.1

available to the general public;

11.3.2

disclosed to one of the parties by a third party without any obligation of confidentiality;

11.3.3

already in the possession of or known to the receiving party at the time of disclosure;

11.3.4

developed independently of the Confidential Information by the other party; or

11.3.5

if and to the extent that one of the parties and/or their employees is obliged under an act or by decision of a court or administrative authority to disclose such information, provided that such party and/or its employees shall provide the other party with a notice prior to such disclose and assist such party in preventing such disclose to the extent possible according to applicable law.

11.4

The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Merchant Agreement, regardless of the grounds for termination.

11.5

The following data is to be considered confidential, without need for special mention:

11.5.1

All financial data;

11.5.2

any agreed Merchant specific terms and conditions in the Gateway & Services Agreement, if applicable; and

11.5.3

all user manuals, guides and any Software relating to SettleME’s products and services.

12. Privacy

12.1

The Merchant must comply with the personal data protection laws of the Merchant’s country of origin and of those countries in which the Merchant offers its goods and/or services from time to time, in particular when processing and sending personal data to SettleME in the context of using the Services and submitting transactions.

12.2

SettleME takes reasonable measures to ensure the privacy of data in their possession and as well as commits to take the necessary precautions and security measures to keep the data private.

12.3

Both SettleME and Merchant shall implement appropriate technical and organizational measures to protect personal data against misuse.

13. Duration

13.1

Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until it is terminated by either party by giving at least one (1) month written notice to the other party.

14. Termination

14.1

SettleME has the right to terminate the Gateway & Services Agreement and/or stop the providing any Services to the Merchant immediately in part or in whole if:

14.1.1

The provision of Merchant’s Services/Products is reasonably suspected by SettleME to be in breach with legislation in the country where the Merchant Services/Products are offered from or to;

14.1.2

Merchant has materially changed the type of Merchant Services or Merchant Products without obtaining SettleME’s prior written permission to use the Services for the new or changed types of Merchant Services or Merchant Products;

14.1.3

Merchant materially breaches any of the terms of the Gateway & Services Agreement, the Scheme Rules and/or applicable laws in the context of using the Services;

14.1.4

A Third-Party Service Provider and/or an Acquirer and/or Scheme Owner demands or suggests SettleME to terminate or suspend providing Services to Merchant; or

14.1.5

SettleME finds there are clear indications that Merchant is, or is likely to become insolvent and/or unable to provide a material part of the Merchant’s Products and/or Services.

15. Non-Circumvention

15.1

The Merchant agrees not to contact directly or indirectly any party-in-interest relating to SettleME’s business or pursue any introduction of any party of interest without the SettleME’s prior written consent.

15.2

The Merchant agrees that all communications, requests for additional information, and discussions or questions regarding procedures will be submitted or directed throughSettleME and not directly with any other party without the SettleME’s prior written consent.

16. Liability

16.1

No Liability for Third-Party Service Providers, Scheme Owners and Acquirers

16.1.1

SettleME shall only be liable for its own acts or omissions and not for acts or omissions of third parties, including but not limited to Third-Party Service Providers, Scheme Owners, Acquirers and other service providers. This exclusion expressly applies to acts or omissions of Third-Party Service Providers, Scheme Owners and Acquirers relating to Settlements or for events or activities originating outside the systems of SettleME (such as internet disturbances or malfunctions in third party systems).

16.2

Limitation of Liability

16.2.1

The total liability of SettleME under the Gateway & Services Agreement towards the Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total actual Fees paid by the Merchant to SettleME during the period of three months prior to the occurrence of the event which gave rise to such liability.

16.2.2

SettleME shall not be liable for breach of contract, tort or under any other legal theory for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any special, indirect, or consequential damages.

17 .Indemnification

17.1

The Merchant shall defend and hold SettleME, and its assignees, agents, employees, officers and directors harmless promptly from and against any and all claims, penalties, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and legal fees that made or incurred, arising out of or relating directly or indirectly to the Merchant’s use of SettleME Services and/or to any acts or omissions, negligence, willful default or fraud of the Merchant or its assignees, agents, employees, officers or directors, any claims by third parties resulting from or in connection with the Merchant’s products or services, or any breach of or failure by the Merchant in respect of any of its representations, warranties, covenants or statement and undertaking under the Merchant Pre-Application Form, the Registration Information, the KYC Documentation or the Gateway & Services Agreement.

17.2

Notwithstanding the above, the Merchant shall indemnify and hold SettleME and its assignees, agents, employees, officers and directors harmless from any claim (including legal fees) brought against SettleME by any third party expressly including Scheme Owners and Acquirers and their claims for payments of Fines as a result of Merchant’s breach of the terms of the Gateway & Services Agreement, applicable laws and/or the Scheme Rules applying to the Payment Methods used by the Merchant.

18. General

18.1

Transfer

18.1.1

SettleME shall be entitled, at any time, to assign, novate or otherwise transfer the Gateway & Services Agreement to any of its subsidiaries or affiliated companies or in the event that Introducer shall hereafter effect a reorganization, consolidate with, or merge into any other person, corporation or other entity or transfer all or substantially all of its properties or assets to any other person or entity, without the prior consent of the Merchant.

18.1.2

To avoid any doubt, the Merchant may not transfer any rights or obligations it may have without the prior written consent of SettleME.

18.2

Null Provisions

18.2.1

To the extent that any provision in the Gateway & Services Agreement (including the SettleME’s Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Gateway & Services Agreement (including the SettleME’s Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic or legal objective of the provision declared null and/or inapplicable.

18.3

Entire Agreement

18.3.1

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

18.4

Transfer

18.4.1

The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by SettleME on the SettleME’s client list on its website and in its sales materials. SettleME 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 within the provisions of the Gateway & Services Agreement (including this Agreement) are subject Merchant’s prior written approval which Merchant shall not unreasonably withhold.

18.4.2

The Merchant may not mention SettleME on the home page of its website in any situation. The Merchant must in each case also clearly state that customers of Merchant should not contact SettleME for support or questions regarding services provided by SettleME to the Merchant.

18.4.3

The Merchant may not use the logo of SettleME anywhere on its website without the prior express written approval of SettleME, which SettleME may refuse or withdraw in its discretion.

18.5

Changes to this Agreement

18.5.1

SettleME may revise this Agreement from time to time by giving at least 14 days written notice to the Merchant via email or a notice in the Website. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection to SettleME within 14 days after receiving notice of the change. If SettleME receives such notice, SettleME will contact the Merchant to discuss the objections of the Merchant. If the Merchant continues to refuse to accept the change and SettleME refuses to withdraw the announced change, the Merchant may terminate the Gateway Service Agreement by giving at least one month written notice to SettleME (such termination notice to be sent at the latest 60 days after the Merchant received notice of the change).

18.5.2

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

18.6

Deviating Terms

18.6.1

The applicability of Merchant’s purchasing or other general terms and conditions is expressly rejected. If Merchant accepts a proposal made by SettleME (including a proposed Gateway & Services Agreement) by issuing a separate written statement – for example a purchase order – which refers to the proposal and/or the Gateway & Services Agreement, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply unless such deviating terms are explicitly accepted in a written statement issued and signed by SettleME.

18.6.2

In any case the terms of the Gateway & Services Agreement as proposed by SettleME, including this Agreement shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.

18.7

Online Contracting - Written Confirmation

18.7.1

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

18.8

Applicability of Payment Services Directive

18.8.8

Laws and regulations implementing Directive (EU) 2015/2366 (“PSD2”) or its predecessor, Directive 2007/64/EC (“PSD”), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with Article 38 and 61 PSD2 (or Article 30 and 41 PSD).

18.9

Disputes, Applicable Law and Jurisdiction

18.9.1

The Merchant Agreement, the Gateway & Services Agreement and this Agreement are solely governed by UK Law.

18.9.2

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of this Agreement, the Merchant Agreement and/or the Gateway & Services Agreement.

18.9.3

Any disagreement the parties will not be able to settle by amicably will be resolved by a single arbitrator. The arbitrator will be appointed by the legal advisors of the parties.

18.9.4

In the absence of an agreement regarding the arbitrator or an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of this Agreement, the Merchant Agreement and/or the Gateway & Services Agreement shall be submitted to the exclusive jurisdiction of the competent courts of UK.

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