last modified: 25 of March 2024
Website Skinfury.com, referred separately as the "Party", have concluded the agreement (hereinafter referred to as the "Agreement") as follows:
Merchant’s balance when the specified event occurs. Visa/Mastercard fees are withheld in addition to Refund Fee and/or Decline Fee.
. The acquirer's reports containing information on the conversion are provided by the Company to the Merchant via e-email at the Merchant’s request.
Website is the name of the current domain where the Merchant provides services to Payers. The Merchant's Website address is https://skinfury.com/. The Merchant has the right to agree in writing with the Company on additional main Website addresses during the performance of the Agreement. If related main URLs are agreed upon, the Parties shall sign an additional agreement to this Agreement or agree upon new related to the main URLs via the communication channels used for communication between the Parties in the process of this Agreement execution. All URLs shall be agreed upon by the Parties in advance. The list of URLs associated with the main URLs is subject to constant changes and agreed upon by Merchant sending an updated list of such URLs to the Company every two weeks via the communication channels used for communication between the Parties in the process of this Agreement execution. The Merchant is responsible for providing an up-to-date list of URLs associated with the main URLs.
WHEREAS Merchant consents to use the Company's Platform on its own for the needs of its business and indemnifies, protects and holds the Company, its directors and employees harmless from and against all evidenced and documented losses, liabilities, judgments, suits, claim actions etc. which are proved to have been attributed to the Merchant’s acts or omissions, the Parties have agreed as follows:
The Company shall provide Merchant with platform services for aggregation of payment solutions, including:
Provision through the Company's platforms of its own payment methods (fiat, crypto, e- wallet) for the Merchant in order for the Merchant to accept funds from customers for replenishment of customer account balances and withdrawal of funds by the Merchant's customers from their own accounts on the Websites agreed with the Merchant.
Aggregation through the Company's platforms of various payment methods of Payment organizations for the Merchant in order for the Merchant to accept funds from customers for replenishment of customer account balances and withdrawal of funds by the Merchant's customers from their own accounts on the Websites agreed with the Merchant.
At Merchant's request, the Company shall provide Merchant's payers with access to perform transactions to individuals on p2p platforms requested by Merchant. At the same time, the Company shall not be a party to the transactions and deals between individuals, but shall be a guarantor of protecting the interests of the Merchant and its payers when interacting with p2p platforms within the accesses and restrictions provided by the Company, including observing the Merchant's interests in terms of agreeing commissions, limits and fees.
Customer transaction accounting services with the option to record customer balances for the Merchant's accounting policy.
Exchange services in the fields of crypto assets-fiat funds and fiat funds-crypto assets (via the platform https://bitexpro.eu/) and withdrawal of the Merchant's own funds.
Provision of the Merchant's personal accounts on its own platforms on the Internet https://bitexpro.eu/ and https://next-on.pro/.
The services are provided only to the Merchant and by no means are they considered as services provided to the Merchant's customers. The Merchant shall not demonstrate or let anyone know that the Company is a representative or the second party in the transaction concluded only between the Merchant and their customer. The Merchant shall not demonstrate or make it clear to anyone that the Company takes or may in any way take the responsibility for the failure to perform any transaction.
The Company has the right to change the Reward. The Company shall notify the Merchant by email Thirty (30) days prior to making such changes. If the Merchant does not agree with such changes, they has the right to declare a refusal to perform the Agreement from the date the change comes into force.
accept customer funds through payment methods provided by the Company only for the services that correspond to the Merchant's business activities specified in the Merchant's activity description on the Merchant's Website;
comply with the legislation in the territory where the Merchant provides their services;
ensure that the Website (incl. new agreed Websites) complies with the parameters agreed upon with the Company when concluding the Agreement;
comply with the Rules of international and local payment systems and providers and ensure compliance with their technical requirements;
promptly and to the extent necessary inform its employees, officials and involved persons about the current provisions of the Agreement and the Rules of international and local payment systems and providers, as well as monitor compliance with the provisions of the above documents during the term of the Agreement;
immediately inform the Company of any cases of fraud or other illegal operations of customers identified by the Merchant;
on their own categorize traffic by gradation: "first time deposit" (for the first transaction made by the customer) or "trusted deposit" (repeated customer transactions) in accordance with the requirements of the payment methods used by the Merchant. It is not allowed to direct traffic of "first time deposit" category instead of "trusted deposit" category to the payment gateway. Availability of possibility of receive "first time deposit" category traffic is agreed by the Parties separately and specified in the offer with the tariffs. The Merchant also on their own collects and transfers to the Company the metadata required to perform the transaction, as well as generates and regularly transfers to the Company the files containing up-to-date lists with data that allow the Company to identify the customer as trustworthy (white list) or as not recommended (black list) for performing transactions. The Company has the right to have continued access to the results of traffic categorization and transaction metadata for setting tariffs for services.
the KYC procedure for clients with a mandatory written notice to the Company about the KYC provider involved by the Merchant. The clients KYC check is carried out by the Merchant without fail, in accordance with the applicable law. If the Company suspects the client's unfair behavior, any signs of the client's fraud or other violation of the AML law, the Merchant is obliged to conduct an additional KYC check of such client at the request of the Company.
At the request of the Company, the Merchant is obliged to immediately (not later than five (5) working days from the date of receipt of the Company's request by e-mail) provide (upload via link) to the Company's KYC provider the results of the clients KYC check (including documents identifying the client and information about the client) for complex AML check of the client. Merchant shall be responsible to the Company for the completeness and quality of the clients KYC check and shall fully indemnify the Company at its request for any damages (including fines, imposed on the Company by a regulator or other authorities) caused by incomplete and/or negligent clients KYC check and/or withholding or misrepresentation of the results of the clients KYC check and/or information about the clients;
provide full and comprehensive support to the Company in handling claims from regulatory and supervisory authorities, payment organizations, and customers to the extent necessary at the Company's discretion, including providing the Company with all required materials, information, and documents, including KYC and transaction confirmation documents(s), required for handling claims no later than five (5) working days from the date of sending the request by e-mail;
if the customer protests the transaction, inform the Company of their decision to satisfy the claim or appeal against it, providing the Company with the requested documents on the disputed transaction immediately, but not later than within five (5) working days after the Company sends the request by e-mail;
return the Transaction amounts in full in cases stipulated by the Rules of international and local payment systems and payment providers;
keep records of transaction confirmation in electronic or printed form for 3 (three) years from the date of the transaction;
immediately, but not later than within 10 (ten) days, inform the Company of material changes (such as changes in the Merchant's ownership structure, activities and management) to the information specified in the Agreement, its appendices and on the Website or other information that the Merchant has provided to the Company by providing documents confirming such notification;
immediately, but not later than within 10 (ten) days, inform the Company of material changes (such as changes in the Merchant's ownership structure, activities and management) to the information specified in the Agreement, its appendices and on the Website or other information that the Merchant has provided to the Company by providing documents confirming such notification;
within five (5) banking day, pay the Company's invoice if the Reserve Balance in relation to a particular Payment Organization does not have enough funds for performing the declared chargeback or the rolling reserve procedure, or the amount of the Reserve Balance becomes insufficient or the funds become insufficient to be retained payments due to the Company or to cover evidenced losses, penalties, or other claims that the Reserve Balance provides.
The Company records and reflects the Merchant's transactions on the platforms minus the Company's reward. The reward shall be withheld by the Company independently as part of its interaction with the Payment Organizations.
When accepting payments that use Cards, the Merchant shall comply with the General Rules of International Payment Card Organizations.
The Merchant shall post the following information on its Website:
The name and registration number of the Merchant's company (if any), the country of registration, contact address, email address, contact phone number, license data, rules and regulations for the provision of services, notification before payment or registration of the user that the customer shall agree to all the terms and conditions indicated on the Website.
The Merchant shall notify customers that the Merchant and the Company (as the Merchant's counterparty) have the right to process their personal data for the purpose of fulfilling the
Agreement; maintain data records, if the requirements specified in the applicable legislation are met; and notify customers of the terms and conditions of the transfer of personal data; and, if necessary, obtain confirmation from customers to receive and process personal data in accordance with the applicable data protection legislation and the General Data Protection Regulation (GDPR). By signing the Agreement, the Merchant agrees that the Company processes personal and other data in accordance with the General Data Protection Regulation (GDPR) and other applicable laws and regulations. The Company has the right to receive personal data from third parties and transfer them to third parties in order to fulfill the Agreement and comply with regulatory requirements.
if the Merchant charges an additional commission from the customer's transaction on their own, the customer shall be notified in advance and agree to such commission.
accept customer funds through the company's services for payment or refinancing of existing obligations, i.e. the Merchant accepts the Card only as a means of payment for certain services.
accept illegal or fraudulent transactions, as well as use the third-party funds and payment instruments as payments made by the customer;
use Transaction data for purposes other than legitimate processing of Transaction data in accordance with the Rules of International Payment Systems;
not store Card data without the requirements established by the legislation or obligations of the Agreement. Card data shall be stored in accordance with the rules of international payment systems;
unreasonably reject a refund request.
The Merchant undertakes to compensate the Company for any evidenced and documented losses and release the Company from liability for any evidenced and documented fines, penalties (with respect to fines and penalties these are limited to the fines or penalties to be imposed by the international payment systems or acquirers), losses, claims, expenses or obligations arising from any activity of the Merchant.
If the Company is involved in the examination of the Merchant's customer's claim against the Merchant and / or transactions, the Merchant is obliged to compensate the Company for all evidenced and documented and reasonable expenses incurred as a result of the examination of such claims.
The Merchant is solely responsible for the content of the Website and the accuracy of all information posted on the Website.
The Merchant, having a legitimate reason to receive, store and otherwise use Card data, is required to obtain a PCI DSS certificate of the appropriate level and confirm its validity annually. The Merchant has not the right to accept Card payments, receive, store, or otherwise use Card data without a valid PCI DSS Compliance Certificate, if required by the PCI DSS rules.
The Merchant sells services on the Website in accordance with the terms of the Agreement, subject to the following provisions:
The customer's authorization and verification of its intentions to perform the transaction is requested by the Merchant from the customer before each transaction;
The Company has the right to specify special conditions for making automatic payments upon prior agreement with the Merchant;
Authorization of the transaction on the Website is performed only in electronic form, through the Module, other types of authorization are not allowed;
The customer's withdrawal transactions are performed only if the funds in the Merchant's account designated by the Parties as the debiting account for the payment method used are
sufficient.
The Merchant undertakes to store all documents and data about transactions, including Authorization data and dates, which shall be stored in the Merchant's customer database: first and last names, addresses, identification data of the Merchant's customers, transaction date, transaction amount for at least 36 (thirty-six) months after accepting the transaction, and, upon request of the Company or the Card Processing Center, send the Company all the requested information within 5 (five) days.
The Merchant undertakes to comply with all of the Company's terms and conditions regarding transaction processing and the Website, provided that the Merchant has been informed of such terms and conditions, either in writing or electronically.
The Merchant has the right to set and change Transaction Limits on their Website, provided that such Limits do not violate the restrictions set by the Company.
The Company has the right to set and change Limits at its own discretion in relation to the Merchant (with 30 days' mandatory prior and written notification to the Merchant), as well as in relation to specific customers of the Merchant (with 3 days' mandatory prior and written notification, if this restriction is individual).
During the term of the Agreement, the Company undertakes to provide the Merchant with payment methods that are currently available for conducting transactions of the Merchant's customers.
By providing the Merchant with payment methods, the Company is not responsible for any delay or cancellation of the transaction or errors in the transaction data that occurred on the side of third parties.
When providing services on its own platforms, the Company verifies the Merchant and its customers in accordance with the procedure established on the platform and in accordance with the Company's own AML policy, as well as EU Directives in the field of AML, as well as current legislation on the prevention of money laundering and terrorist financing.
The Company and the Merchant monitor operations on their own platforms in order to ensure the security of transactions and the provision of services. Anonymized transactions are prohibited on the Company's platforms, as well as transactions made for the Merchant or the customer by a third party that is not identified by the Company.
Withholding of funds for the purpose of generating a Reserve Balance may be made without notice to the Merchant from all of the Merchant's turnover in accordance with the terms of this Agreement and terms and amounts of mandatory payments, commissions, reserves and other charges. The Merchant shall be prior notified for the necessity to replenish the Reserve Balance with an invoice in the case specified in clause 3.1.15. hereof, in relation to a particular Payment Organization, if there are insufficient funds for performing the declared chargeback or the rolling reserve procedure, or the amount of the Reserve Balance becomes insufficient or the funds become insufficient to be retained payments due to the Company or to cover losses, penalties, or other claims that the Reserve Balance provides.
The Company shall consider written objections received from the Merchant regarding the quality of the services provided. The review period is 5 (Five) business days, if the resolution of the issue does not require the involvement of third parties for settlement.
The Company may, at its sole discretion, suspend access to the Merchant's payment methods or certain categories of the Merchant's customers with mandatory written notification to the
Merchant.
Since the fee due to the Company differs depending on the traffic category by gradation: "first time deposit" (for the first transaction made by the customer) or "trusted deposit" (repeated customer transactions) in accordance with the requirements of the payment methods used by the Merchant, the Company, additionally to the fee for transactions of the "trusted deposit" category, weekly deducts an additional part of fee for all "first time deposit" transactions, made during the week, from the Merchant's account balance. The fee for a "first time deposit" or "trusted deposit" shall be set forth in the Annex to hereof with respect to service fees.
If there are special arrangements for routing and cascading payment methods, these terms and conditions are specified in annexes to the Agreement. The Company may charge a fee at an increased rate or suspend access to payment methods and services in cases where the Merchant provides the Company with unreliable or incomplete transaction metadata, or does not categorize traffic, or provides the Company with distorted data about the traffic category.
The Company may suspend access to payment methods and services under the Agreement at its sole discretion, as well as immediately terminate the Agreement unilaterally (subject to prior written notice to Merchant) under:
evidenced and proved violation of the terms of the Agreement by the Merchant or his gross negligence;
evidenced and proved failure of the Merchant to provide the information requested by the Company within the time limits set in the Agreement;
- other cases that may result in the imposition of fines, bans or restrictions imposed on the Company by authorized bodies.
The Company may suspend transactions for up to one hundred and eighty (180) calendar days in respect of transaction amounts for which chargeback has been requested in accordance with the regulations of the International Payment Card Organization, as well as in respect of transaction amounts for which the Merchant has not provided documents/data within five (5) working days upon receipt of the Company’s claim.
In order to avoid losses that may arise during the performance of the Agreement and are related to possible chargebacks and rolling reserve procedures on the part of the Merchant's customers, the Merchant maintains the Reserve Balance.
The Company also withholds payments for each Chargeback.
The Company also withholds payments for each Decline and/or Refund. Such fees are calculated weekly and deducted by the Company from the Merchant's account balance when the specified event occurs. Visa/Mastercard commissions are withheld in addition to Decline, Refund Fee.
The Merchant shall compensate the Company in full for any evidenced penalty imposed on the Company by regulators or any International Payment Organizations related to chargeback, rolling reserve procedure, or other events directly related to the actions/omissions of the Merchant and/or their customers after providing relevant documentation/information, justifying any such fines, penalties, losses, claims, expenses or obligations.
Either Party is obligated to pay evidenced and documented damages and/or expenses caused to other Party as a result of any proceedings initiated due to the actions or omissions of the Party, in which the Party is held liable because of other Party’s acts or omissions involving a breach of this Agreement or law or industry rules and regulations or Company guidelines. The damages referred to in this paragraph include state and other fees, court costs, legal aid costs, expenses related to arriving at the place of consideration for hearings, expenses related to collecting evidence, as well as expenses related to the consideration of the case at all levels of the court (an appeal), as well as any financial liabilities and losses incurred by either Party to third parties due to other Party’s fault, which such Party would not have incurred in the absence of other Party’s breach.
The Merchant shall completely reimburse the Company all evidenced and documented fines and other penalty deductions stipulated by the regulations of the International Payment Systems,
governmental authorities or Payment Organizations, arising directly from the breach of this Agreement by the Merchant including «Chargeback» Operations. In the cases when the monthly number of Chargeback on Merchant's operations (Merchant's clients operations) on Master Card and Visa Cards is more than Fifty (50) and CTR rate is higher than 0.35 %, the Merchant undertakes:
to reimburse all expenses of the Company for preparation and submittal of appropriate reports to the payment systems;
to reimburse the penalties paid by the Company for the monitoring of the Merchant;
to make all efforts to reduce CTR rate during the current month.
Reimbursement of any expenses and/or amounts of fines/penalties will be done only after providing to Merchant documentation/information, justifying any such expenses, fines, penalties, losses, claims, expenses or obligations and their amounts.
fully reimbursement of fines applied to the Company by International Payment System, as well as losses caused by the Merchant's confirmed breaches.
Merchant shall reimburse the Company for all confirmed fines applied to the Company by a governmental authority, International Payment System, acquiring bank or Payment Organization for any of such breaches. Fines and restitution shall be withheld from Merchant's accounts out of court based on written notices from the Company sent to Merchant by email, indicating the violation of the regulations of the International Payment Systems, laws or industry regulations, resulting in fines and other penalty deductions which are based on letters from the International Payment Systems, requirements of governmental authorities or Payment Organisations on imposing of fines. Provision of such evidence, documentation/ information / letters from the International Payment Systems, proving Merchant’s liability for such fines, penalties, losses, claims, expenses or obligations shall be a sufficient basis for withholding of required amount by the Company.
The Company undertakes to act with professional care and without undue delay while providing the services hereunder.
The Company undertakes to use its best endeavours to be capable and have employees capable of providing the services hereunder, in accordance with good industry practice, and with all reasonable care, skill and diligence in accordance with generally recognised commercial practices and standards.
If the Merchant wants to return the transaction amount to the customer, they can do so through the Merchant's request sent to the Company by email or through the Company's platform support service.
If a fraudulent transaction is detected, the transaction amount, as well as all related transaction amounts, can be refunded to the customer by the Company's decision from the moment of the fraudulent transaction at the expense of the Reserve Balance amount or the Security Deposit amount.
The Company has the right to block any suspicious transaction until the full justification of the validity of the transaction and confirmation of the absence of fraudulent actions or established violations.
If the total amount of amounts to be refunded reaches 2 % of all transactions, the Merchant shall provide a written explanation of the reasons for exceeding this threshold ratio of amounts to be refunded.
The Merchant agrees to the above provisions of the Agreement and undertakes to compensate the Company for losses and expenses related to the return of any transaction amounts.
In order to reduce the risk of fraud and losses of the Payer and Merchant, the Company, in cooperation with Payment Organizations and International Payment Card Organizations, as well as in accordance with current regulations and proceedings, monitors and analyzes transactions, and has the right to provide the Merchant with mandatory instructions regarding the relevant transactions and/or accepting transactions on the Website in general;
The Merchant undertakes to act in accordance with the Company's instructions.
The Merchant confirms that they will take all necessary actions or omissions to minimize the possibility of fraudulent activities on the Website and prevent the possibility of money laundering through transactions. The Merchant is responsible for the actions of its employees during the provision of services on the Website, as well as for compliance with the provisions of the Agreement and instructions given to the Merchant under the Agreement;
If the Merchant has information about suspicious circumstances related to the transaction, the person involved in the transaction, the specified Card details, including information that may indicate that the transaction is not being made by the customer, the Merchant shall immediately notify the Company and act in accordance with the Company's instructions, if any;
In cases of examination/investigation of fraudulent and/or suspicious transactions, chargebacks and other claims, the Merchant shall provide the Company with any and all information available to them required for examination /investigation of such cases;
In accordance with the requirements established by International Payment Card Organizations and agreements concluded between the Company and payment organizations, the Company notifies Payment organizations of fraudulent actions of the Merchant, if any.
Upon receiving a chargeback, initiating a rolling reserve procedure, requesting Payment Organizations and/or the customer's claim or question related to the transaction, the Company informs the Merchant about this, and the Merchant undertakes to provide the Company with a response regarding the corresponding chargeback, rolling reserve procedure, claim or request no later than 5 (five) business days upon receipt of such notification. Along with the response, the Merchant shall also provide a documentary justification for the response.
If the Customer addresses the Merchant a complaint and / or a question about the transaction, the Merchant undertakes to respond to the customer no later than within 5 (five) business days. The answer should be given on the merits of the complaint/question with explanations and, if possible, a proposal for a solution.
If the Customer cancels the transaction, for example, in the case of a chargeback, and the Bank requests information about such the transaction, the Company has the right to deduct from the Merchant all costs associated with processing the specified transaction or providing information to the Bank, regardless of the reason why the Bank refuses to pay for the relevant operations or request information about them, as well as related to dispute resolution, if the Merchant wants to appeal the chargeback. The Company has the right to deduct from the Merchant the amounts of expenses specified in this clause from the Reserve Balance or from the Security Deposit;
During the term of the Agreement and/or within 540 (five hundred and forty) days after its termination, the Merchant shall return to the Company the transaction amount for which Chargeback was received and executed.
As a preventive measure, the Company's Compliance Department may conduct test purchases on the Merchant's Websites in order to analyze the Merchant's current traffic. A gross breach of the Agreement by Merchant is the acceptance of "first time deposit" at terminals operating exclusively with "trusted deposit", or sending "first time deposit" traffic to a payment gateway, as well
as filtering of traffic on the Merchant's side for this purpose.
Either Party shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue whether foreseeable or otherwise. This clause shall not deprive both Parties of the right to compensation for damages caused by fraud or the gross negligence of other Party.
The Company's Compliance Department continuously monitors chargebacks received from Merchant customers. If, as part of this monitoring, uncoordinated traffic is detected (outside of the Merchant's normal activities, agreed with the Company at the conclusion of the Agreement), the Company has the right to completely block the provision of services with a relevant and informative written notice to the Merchant until the circumstances of the incident are fully clarified. Evidence confirming the presence of unauthorized traffic will be chargebacks sent to the Company by acquirers (banks or payment institutions).
Merchant's gross breaches of the Company's Compliance Department requirements, in addition to those set forth in this Agreement, include:
deposits from sites that are not related to gambling/betting,
accepting deposit attempts not in accordance with agreed upon guidelines such as deposits not from approved websites/ regions.
The Company shall have the right to restrict withdrawal requests from the Merchant by the amount of the Reserve Balances withheld by the Payment Organizations, calculated in respect of the Merchant's Transactions in accordance with the terms of this Agreement.
The amount of obligations of the Company and the Merchant is determined when the specified obligations are due to be fulfilled, including the penalty and interest.
Within five (5) business days after receiving the Company's request, the Merchant shall ensure that the Company's account has sufficient funds to replenish the Reserve Balance for the amount specified in the request.
The Company does not charge or pay the Merchant any interest on the Reserve Balance and/or the Security Deposit.
During the period of fulfillment of the Company's and Merchant's obligations, neither the Company nor the Merchant has the right to mortgage or remortgage, transfer ownership, encumber, alienate, change the composition and form of the Reserve Balance (as well as the rights to the Reserve Balance), or perform actions that can reduce its volume in ways not related to its use and purpose under the Agreement.
The amount of the Reserve Balance in all cases is Fifty Thousand (50,000)
USD.
If Merchant operates under this Agreement (Merchant's clients make transactions), the Reserve Balance shall be held by the Company until the amount of the Reserve Balance equal to Fifty Thousand (50,000) USD is deposited. When the amount of the Reserve Balance has been deposited on the account, in respect of the amount exceeding the minimum amount of the Reserve Balance, the term of withholding of the Reserve Balance shall be applied equal to One Hundred Eighty (180) calendar days from the date of the transaction in respect of which the withholding is made, after the expiration of which the amount shall be unblocked by the Company. The amount of the Reserve Balance shall be withheld for the entire term hereof and for One Hundred Eighty (180) calendar days from the date of its termination. Withholding of the amount of the Reserve Balance shall cease on the 181st (one hundred and eighty-first) day from the date of termination of this Agreement.
a. If Merchant is not operates under this Agreement (Merchant's clients not make transactions), then a Reserve Balance withholding term equal to One Hundred Eighty (180) calendar
days from the date of the last transaction in respect of which the Reserve Balance is withheld.
If the Company and / or Merchant enter into the transaction with respect to funds held in the Reserve Balance/Security Deposit, such transaction is considered invalid from the moment of its conclusion.
For non-performance or improper performance of their obligations under the Agreement, the Parties are responsible in accordance with the current legislation of the Czech Republic and the provisions of the Agreement, ensuring compensation to the other Party for any evidenced and losses caused to it in the event of such losses in accordance with the provisions of the Agreement.
The Company has the right to suspend the provision of services to the Merchant under the Agreement and/or hold Merchant liable under this Agreement and claim reimbursement of expenses and/or losses if the Company has evidence to prove that the Merchant violates the provisions of the Agreement or the rules of the International Payment System listed below, but not limited to:
If the Merchant accepts payments for services from a Website that is not agreed upon in the Agreement or its appendices;
If the Website specified in the Agreement and its appendices is redirected to another Website without the Company's prior written consent, as well as whitelisting of the Client without proper verification procedures;
If the regulator or supervisory authority issued a warning about illegal activities involving the beneficial owner, authorized representative, member of the Merchant's management board, or administrator of the Merchant's Website;
If the Merchant accepts payments related to fraudulent activity;
If the Merchant makes significant changes to the Website without the Company's prior consent;
If an International Payment Card Organization charges the Acquiring Bank or Payment Organization serving the Company and/or the Company with violating the rules of the International Payment Card Organization due to actions/inaction of the Merchant;
If the Merchant makes significant changes to mobile online applications (applications) and/or mobile websites (web applications) that significantly differ from the content of the registered Website, without obtaining the Company's prior consent;
If the Merchant performs any other activity that violates the provisions of the Agreement, the provisions of its Annexes, does not comply with the current legislation of the Czech Republic or does not comply with the rules applicable in the Merchant's jurisdiction. The Company determines the amount of fines imposed on the Merchant, taking into account the amount of fines imposed in such cases by International Payment Systems and/or by law.
The Merchant is financially liable to the Company for any evidenced and documented claims and/or penalties made to the Company by an International Payment Card Organization or governmental authority that arise through the fault of the Merchant, their customers, or in connection with the services provided by the Merchant. The Company shall unilaterally reassign to the Merchant the penalty imposed on the Company due to the Merchant's or his client breach, in the amount of the penalty imposed on the Company. Such fine shall be payable by the Merchant to the Company extrajudicially within the term specified in the fine demand and after providing documentation/information, justifying and proving Merchant’s liability for any such fines, penalties, losses, claims, expenses or obligations.
Neither party is liable for delay or non-performance of its obligations under the
Agreement to the extent that such delay or non-performance is the result of any condition beyond its reasonable control (Force Majeure), including, but not limited to, government action, war, riots, hurricane, typhoon, terrorist attacks acts, earthquakes, fires, floods, lightning strikes, explosions, lockouts, states of emergency, pandemics or any other diseases defined by the World Health Organization (WHO), prolonged energy shortages, as well as actions by a state or government prohibiting or preventing any party from fulfilling its respective obligations under the Agreement, or other natural disasters, working conditions, power outages, and Internet disruptions.
If the above-mentioned force majeure circumstances last for more than 2 (two) months, either Party has the right to unilaterally terminate the Agreement by notifying the other Party.
The burden of proof is on the Party claiming that it is unable to fulfill its obligations due to the above-mentioned force majeure circumstances. In order to prove the occurrence of such force majeure circumstances, the specified Party shall, within thirty (30) days, properly and in writing notify the other Party of the occurrence and termination of such circumstances.
The Agreement comes into force from the moment of its signing. The Company has the right not to provide services in the absence of the Reserve Balance or other payment due to the Company specified in the Agreement.
Unless otherwise expressly provided in the Agreement, the Agreement is valid until the Parties fulfill all their obligations specified in the Agreement, until either Party receives from other Party all payments due to it in accordance with the provisions of the Agreement. The exception is when the transfer of funds is prohibited by a requirement of the governmental regulator or AML legislation.
The Company has the right to terminate the Agreement immediately and unilaterally by notifying in writing the Merchant in the following cases, provided that in the case any of the below is capable of remedy, has not been remedied within twenty (20) days of receipt of a notice from the Company specifying the breach and requiring its remedy and the Company has sufficient evidence proving that:
The Merchant provided the Company with false information, which resulted in the Company suffering financial or reputational losses or is no longer able to properly fulfill its obligations under the Agreement in the future;
The Merchant failed to inform the Company of changes in the information previously provided, as a result of which the Company suffered financial or reputational losses or is no longer able to properly fulfill its obligations under the Agreement in the future;
The Merchant does not comply with the rules of international organizations for payment
cards;
12.3.4. A court decision has been made to declare an insolvency procedure, an out-of-court external management procedure, or the initiation of bankruptcy proceedings against the Merchant, or a notice of bankruptcy of the Merchant has been filed, or the competent (supervisory) body has decided to restrict/suspend the Merchant's activities;
The Merchant's accounts are blocked by tax authorities or other regulatory authorities;
The Merchant is engaged in fraudulent or illegal transactions or any other activity that threatens the reputation of the Company or Banks, Payment Organizations, or International Payment Card Organizations.
The Merchant failed to comply with any provision of the Agreement, thereby causing a significant risk of financial losses for the Company;
The total amount of fraudulent transactions reaches the equivalent of 3 000.00 US dollars (in the equivalent of any currency or asset) when using Mastercard/Maestro cards and/or 7
000.00 Euros (in the equivalent of any currency or asset) when using VISA/VISA Electron cards;
The ratio of fraudulent transactions to standard transactions reaches 2% for Mastercard/Maestro cards and/or 1% for VISA/VISA Electron cards.
The Merchant does not fulfill any of its obligations under the Agreement.
The Company sends the notification specified in clause 12.3 of the Agreement in electronic form to the Merchant's email address specified in the Agreement, and the Agreement is considered terminated in the case the breach is not capable of being remedied from the date of sending the specified notification by mail and in the case the breach is capable of being remedied, twenty (20) days from the receipt of a notice from the Company specifying the breach and requiring its remedy.
In case of termination of the Agreement, access to the Merchant's personal accounts on the Company's platforms is canceled, and the provision of services is terminated.
Either Party may terminate the Agreement unilaterally without cause at any time by sending a written notice of termination of the Agreement by e-mail to the e-mail addresses of the other Party specified in the Agreement. In this case, the Agreement will be considered terminated on the 30th (thirtieth) calendar day after sending the above notification by e-mail.
Termination of the Agreement does not release either Party from the obligation to make all payments in accordance with the terms of the Agreement.
Each Party undertakes to file tax reports and pay taxes applicable to their income in accordance with any jurisdiction. If the Company is required by law to pay taxes on the Merchant's income, the Merchant shall immediately, at the Company's request, refund the amount of such taxes and all interest, penalties and requested amounts relating thereto.
If changes are made to the current legislation and the Company is required to pay value-added tax (VAT) or any other similar tax on its services, such tax is added to the Company's Reward rate with mandatory thirty (30) calendar days notice to the Merchant.
The Agreement is governed by the law of the Czech Republic.
The Parties will seek to resolve any disputes and disagreements arising out of the Agreement or related to its performance, validity or termination through negotiations. If a dispute or disagreement cannot be resolved through negotiations, or if such negotiations continue for more than 30 (thirty) days, the Arbitration Court of the Czech Republic Chamber of Commerce and the Czech Republic Chamber of Agriculture will have non-exclusive jurisdiction over all disputes arising out of or in relation to the Agreement. The language of legal proceedings is English or a language that the Company representative can understand without an interpreter. The Parties transfer all claims and other procedural documents to each other by e-mail. The court case is subject to consideration by one arbitrator.
The Agreement and any annexes thereto are binding on the Parties and their legal successors.
Amendments to the Agreement come into force if they are made in writing and approved by both Parties, unless otherwise provided by the Agreement.
The Company has the right to unilaterally change any provision or condition of the appendices to the Agreement by notifying the Merchant 30 (thirty) days in advance in electronic form. If the Merchant does not send any objections in electronic form within 30 (thirty) days from the date of notification, it should be assumed that the Merchant accepted the changes in good faith. If the Merchant does not accept the amendments, the Agreement may be terminated at the Merchant's
request from the effective date of the amendments.
The Agreement, together with any other amendments approved by the Parties in writing, sets out all agreements between the Parties, and no representations or warranties expressed orally will be considered included in the provisions of the Agreement.
By signing the Agreement, the Merchant confirms that it has read and accepted all the above-mentioned terms of service, as well as they has read the Company's policies and rules for providing services posted on the Company's platforms. In case of disputes, the terms of the Agreement will prevail.
The Agreement, as well as any notifications and other documents related to the performance of the Agreement, sent by the Parties to each other in signed form to the registered addresses of the Parties specified in the Agreement, or to e-mail addresses in the form of scanned copies, have the legal force of a hand-signed document, and the parties recognize the same force for documents, which are exchanged in signed form by the Parties through the document signing system DocuSign. Both Parties shall inform each other immediately in writing about changes in data (name, registration number, legal address, e-mail address, telephone number or bank account, as well as other changes that are significant for the Parties in fulfilling their obligations under the Agreement).
The Company has the right to immediately change any and all terms and conditions provided for the Merchant under the Agreement, if the Bank, International Payment Card Organizations, state, municipal or internationally recognized organizations change their provisions relating to the Agreement. However, the Company notifies the Merchant of such changes as soon as possible.
The headings contained in the Agreement are intended only for the convenience of the Parties and do not affect its content.