Payment Services Agreement

This Agreement ("Agreement") is entered into between PayCEC, hereinafter referred to as "Provider," and [Client Name], hereinafter referred to as "Merchant" with respect to the partnership between PayCEC and the Merchant for the provision of payment gateway services.

By opening and using a PayCEC Account, you agree to comply with all of the terms and conditions in this agreement. You also agree to comply with the following additional policies and each of the other agreements on the Payment Services Agreement page that apply to you, including:

1. Privacy Policy

2. PayCEC Safeguard

We may amend this user agreement and any of the policies listed above from time to time. The revised version will be effective at the time we post it on our website, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will post a notice on our website and provide you with at least 14 days’ notice.

If you do not agree to the revised terms and conditions, you must stop using the PayCEC services, close your account and terminate your relationship with us without cost or penalty. This user agreement will continue to apply to your previous use of our services.

Please read carefully all of the terms and conditions of this user agreement, the terms of these policies and each of the other agreements that apply to you.

I. BINDING EFFECT

1. These Terms of Service regulate the relationship between PayCEC and You related to the use of Your PayCEC Account for payment collection purposes and set forth conditions regulating rights, obligations and liabilities of the Parties related to the Merchant Account inside Our System and Transactions.

2. These Terms of Service shall constitute a binding legal agreement between PayCEC and You which enters into force on the Effective Date and remains in force until it is terminated as per the terms and conditions stipulated herein.

3. You are bound by the provisions of these Terms of Service and agree to comply with the obligations and liabilities laid on You under these Terms of Service, including PayCEC Table of Fee.

4. This Agreement shall insure to the benefit of and shall be enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns.

5. These Terms of Service are placed on our website. You have the right to receive a copy of these Terms of Service, as well as any of their updated or amended versions by email upon request.

6. We reserve the right to request from You a signed version of these Terms of Service (either by digital signature or by hand). Any expenses for the document delivery shall be covered by You.

7. These Terms of Service are applicable to You in addition to the General T&Cs and shall be read and interpreted together with the General T&Cs.

II. SERVICES

1. You can request the Service inside Our System following the relevant on-screen instructions of Your PayCEC Portal. You will be able to use the Service only after We complete, to Our satisfaction, certain due diligence procedures to verify that You are a bona fide business, as such procedures may be changed by Us from time to time in Our sole discretion.

2. Requesting the Service, You will need to fill out and submit to Us an Order of a special form contained inside Our System, as supplied by Us from time to time. Among other information to be provided by You in such an Order You will need to indicate Your Website URL and add Your Merchant descriptor.

   1. You accept that We reserve the right to request from You, in Our sole discretion, documents and information that may be required in order to carry out Our due diligence procedures of You as a Merchant, including without limitation information on the current addresses of all Your offices, all business names used by You, documents confirming Your rights to the Website domain, licenses, permits and other authorization documents verifying Your rights to conduct business.

   2. We retain records concerning the investigation of a prospective Merchant and provide such records to Our Partner Bank immediately upon request. You undertake to assist Us in the course of the due diligence procedures as required and supply Us with the hard copies of the original documents or their certified copies upon request (with English translation, where applicable).

3. Our due diligence procedures will also apply to Your Website. It is Your responsibility to ensure that Your Website clearly displays and describe on a continuous basis the following information:

   1. Information on You as a Merchant, including Your name, country location, mailing address, phone number or e-mail address, trade register and registration number, VAT identification number (where applicable), contact details of customer service for customer queries;

   2. You must ensure that Customer understands that You are responsible for the Transaction, including delivery of goods (whether physical or digital) or provision of services that are subject to the Transaction, and for customer service and dispute resolution.

   3. Information on the goods or services that You offer to Users, including their complete description; If You accept recurring Transactions, You must clearly communicate to the Customer the terms and conditions related to recurring Transactions separately from any other terms and explain to the Customer how to stop receiving goods or services, delivering goods or services and charging the Customer when the Customer cancels the goods or services.

   4. You must not deliver the goods or provide the services according to a recurring

   5. Transaction arrangement after receiving notification of its cancellation by the Customer or Card Issuer.

   6. Payment information, including acceptance marks, price information, Transaction currency, details of the timing of billing and Transactions fulfillment, function for Customers to confirm the purchase before the completion of the sale, description of the security capabilities; Marks / logos / other distinctive signs, which advertise the possibility of paying by Cards, shall be clearly visible on Your Website.

   7. Where applicable, information on the legal restrictions (e.g.age);

   8. Policies and procedures, including terms and conditions / terms of service / terms of use, privacy policy, delivery policy, including delivery timeframes, dispute resolution procedure, return, refund and cancellation policies, - subject to Customers’ clear acceptance, e.g. by clicking “I accept” or “I agree” button or checkbox;

   9. Other information that depends on the goods or services that You sell and is required by the Card Scheme Rules or the applicable laws and regulations.

   10. Your Website shall be available in at least one language of the America English

   11. You accept that for the Service provision to You We may require any changes to Your Website or otherwise that We deem necessary or appropriate to ensure that You remain in compliance with the Card Scheme Rules, including those governing the use of the Card Scheme marks, as well as other standards or applicable laws and regulations.

4. We will review the Order and the documents submitted by You, evaluate the risk level of Your business (i.e. Low, Medium or High) and assign the Merchant Category Code (MCC).

   You accept that PayCEC Fees and Charges applicable to Merchants depend on the risk level of Merchant’s business (i.e. Low, Medium or High) and agree that We shall have the right to assign Your business risk level upon review of Your Order details and other documents and information provided to Us or obtained by Us through Our sources in the course of the due diligence procedures.

5. Based on the results of Our due diligence procedures, We will approve or reject Your request for the Service. You accept that approval of Your request is in Our sole discretion. We reserve the right to reject Your request without indicating the reason for rejection.

   You acknowledge and agree that Card Schemes, as well as Our Partner Bank may restrict Us from entering into the Agreement based on Your business type or other criteria as the Card Schemes or Our Partner Bank deem appropriate. In such a case We will reject Your request for the Service.

6. If Your request for the Service is approved by Us, We will activate Your Merchant Account, give You instructions for technical integration of the Service and supply with all other materials necessary to effect Transactions through Our System. You undertake to follow Our instructions and accept that incorrect integration may affect the use of the Service. Once the integration process is completed, the Service will be available to You.

7. From time to time We may request You to change settings for technical integration. In such a case We will provide You with the updated instructions. To continue to use the Service, You will need to implement the requested changes. Any such changes on Your side shall be covered at Your cost.

8. You can use the Service only on the Website that has been approved by Us. If You wish to add a Website where You can use the Service, You will need to create a separate Merchant Account inside Our System following the relevant instructions of Your PayCEC Merchant Portal.

9. You undertake, on an ongoing basis, to promptly notify Us of any changes which may occur from time to time regarding any information or documents that You provided or submitted to Us, including the information indicated by You in the Order or provided in the course of the due diligence procedures of You as a Merchant, as well as information related to Your business, activity area, product range, financial standing, legal status, corporate structure, beneficiary ownership and ability to meet Your obligations hereunder.

   If You are engaged in the business activity which in accordance with the applicable laws or regulations requires appropriate authority or other approval, You shall notify Us immediately if such authority or approval is expired, outdated, canceled, revoked, changed, or becomes invalid due to any other reasons.

10. We reserve the right to request from You from time to time additional or updated information and documents regarding Your legal status, business, operations, Representatives and any other information or documents which may be necessary in order to check whether We should continue to accept You as Our Marchant and for the purposes of satisfying Our ongoing legal and contractual obligations with respect to the Merchant due diligence. Your failure to supply Us with the requested information or documents in a timely manner entitles Us to suspend the Service, close Your Merchant Account and terminate this Agreement with immediate effect.

11. All documents and information provided by You in connection with this Agreement, including without limitation those indicated in and submitted to Us in the Order or for the due diligence purposes, shall be true, accurate, complete and up to date and no information, document or statement provided or made available to Us are untrue, false, incorrect, incomplete or misleading.

12. You agree to defend, indemnify and hold Us harmless from and against any and all losses, damages, expenses, charges, costs, fees (including litigation costs and attorney’s fees), fines, penalties, forfeits, claims, demands, actions, suits, investigations, legal proceedings, and other liabilities applied to or imposed on Us in connection with Your failure to provide Us with the true, accurate, complete and up to date information or documents hereunder.

13. We will report You as Our Merchant and Transaction Data routed by You to Our Partner Bank and / or Card Schemes (upon request). You accept that We are required to maintain, on an ongoing basis, names, addresses, URLs and other information on all of Our Merchants and will supply Our Partner Bank and / or Card Schemes with this information upon request.

14. You acknowledge and agree that We shall have the right to subcontract any of the obligations under this Agreement without Your prior consent and may engage, in Our sole discretion, third-party providers to assist in the Service provision to You, and that We shall have the right to transfer to Our third-party providers all data that You provide, or cause to be available to Us in connection with this Agreement, provided, however, that such third-party providers are bound by confidentiality obligations and abide themselves to Data Protection Requirements. You may obtain information about Our partnership with third-party providers and contact data upon request to Us.

III. PayCEC SERVICE FEES

1. The Service is provided in consideration of PayCEC Fees and Charges applicable to Merchants which are placed on the Site and will be posted on Your PayCEC Merchant Portal inside Our System upon completion, to our satisfaction, of the due diligence procedures of You as a Merchant and approval of the Order.

   PayCEC Fees and Charges specify Transaction fees and other related fees and charges to be paid by Merchant in connection with the Service, as well as other financial conditions.

   By accepting these Terms of Service, You also accept and agree to our Fees and Charges applicable to Merchants which are an integral part of this Agreement.

   You accept that based on our risk management assessment We may adjust our Fees and Charges and other financial conditions applicable to you upon prior notification.

2. You are responsible for payment of our fees and charges applicable to You, including without limitation Transaction fees, Chargeback and Refund fees (if any) and other related fees and charges. The respective amounts are payable on demand and will be automatically deducted from the amount of Transaction at the time of the Transaction execution, or from the balance of Your Merchant Account, depending on the nature of the fees and charges applicable to You. You give your irrevocable consent to make such deductions. You accept that Transaction fees are calculated per attempt for all Transaction types, as detailed in PayCEC Fees and Charges.

3. If any of the fees or charges applicable to You under this Agreement have not been deducted at the time of the Transaction execution or from the balance of Your Merchant Account, including without limitation the case when the balance of Your Merchant Account is insufficient, We reserve the right to cover such fees and charges in the following order:

   1. From the available Rolling Reserve or other securities that may be established by Us from time to time, and / or,

   2. From any other Merchant Account, You have with Us, and / or,

   3. From Your PayCEC Account (any of its subaccounts inside Our System), and / or,

   4. By issuing an invoice to You for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the invoice instructions.

4. Your failure to pay any of Your payment obligations under this Agreement on or by the due date shall entitle Us to exercise remedies, including without limitation, the right to assess interest at the maximum rate applicable under the law. All bank transfer fees and charges related to payment of Our invoices shall be borne by You.

5. All fees payable to Us under this Agreement are exclusive of Value Added Tax (VAT) and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne by You. In case VAT or any other sales tax is or becomes chargeable (retroactively or going forward) in accordance with the applicable laws or regulations, We will add such amount to the fees accordingly.

6. All Your payment obligations under this Agreement including Our fees and charges applied for or in connection with the Service are non-cancellable and non-refundable unless otherwise explicitly agreed.

7. We reserve the right to change financial conditions applicable to You as well as to increase fees and charges under this Agreement effective immediately upon a written notice to You (by e-mail and / or inside Our System) due to:

   1. Any changes introduced by Card Schemes or Our Partner Bank;

   2. Changes in the Service which are made at Your request (always subject to Our first approval);

   3. Your failure to fulfill obligations hereunder;

   4. In other cases, specified in these Terms of Service.

      We shall also have the right, in Our sole discretion, to change financial conditions applicable to You as well as to increase fees and charges under this Agreement for any other reason at any time upon thirty (30) days written notice to You (by e-mail and / or inside Our System).

      If You disagree with the updated or amended financial conditions provided to You, You shall notify Us immediately. Otherwise, You will be deemed to have agreed and accepted the proposed changes and be bound by the updated or amended financial conditions. Your disagreement with the proposed changes will lead to closure of Your Merchant Account and termination of this Agreement with immediate effect.

8. You will be able to create Transaction reports, as well as statements with all fees and charges applied to You inside Our System following the relevant on-screen instructions of Your PayCEC Merchant Portal.

9. You shall remain at all times fully and solely responsible for the assessment and payment of all taxes, duties and other relevant charges incidental to and arising from any sale of goods or services by You. It is Your responsibility to determine which, if any, taxes apply to the payments received, and to report and remit correct taxes to the appropriate tax authority.

   We shall not be obligated to determine whether taxes, duties and other relevant charges apply, and are not responsible for the assessment, collecting, reporting, remitting or payment of any taxes, duties and other relevant charges incidental to and arising from any sale of goods or services by You.

IV. MERCHANT RIGHTS AND OBLIGATIONS

1. You agree and commit:

   1. Not to use PayCEC Products or the Service for any illegal purposes or prohibited activities listed in the General T&Cs and included into the List of Prohibited Activities;

   2. Not to engage in misleading or deceptive conduct nor to use any services itself or permit others to use the services for any improper, immoral, fraudulent, deceptive activity or unlawful purposes, including without limitation for money laundering or terrorist financing;

   3. Not knowingly to submit to us Transactions that are illegal or that You should have known were illegal;

   4. Not to act recklessly or negligently permit or allow others to act in a way that Our business, business of Our Partner or Card Schemes (VISA, MASTER), operation of the Service or Our System will be jeopardized or impaired;

   5. Not to use the Service in any manner, or in furtherance of any activity that may cause Us to be subject to investigation, prosecution, or legal action;

   6. Not to attempt to gain unauthorized access to the Service;

   7. Not to alter, copy, modify or tamper with any software provided by Us for integration purposes with Our System;

   8. Not to enter in Our System malicious software, including without limitation viruses, worms, and trojans, that can attack or disable the System and / or lead to data compromise;

   9. Not to disclose or publish performance benchmark results or test results to non-affiliated third parties with respect to the Service without Our prior written consent in each instance;

   10. Not to use any website in a way which might jeopardize the integrity, confidentiality, or security of Our System and any computer system, servers or network;

   11. Not to refuse Transactions of Customers who wish to effect payment with a Card;

   12. Not to favor any particular Card when accepting Transaction for which payment is to be affected through the System;

   13. Not to apply any additional fees to Customers that pay You with a Card in comparison with other payment methods available on Your Website, also not to set additional limitations which might discriminate Customers when settling this way

   14. Unless otherwise permitted by the Card Scheme Rules or applicable laws and regulations, not to apply to the Customer (directly or indirectly) a surcharge or any part of Your discount or any contemporaneous finance charge in connection with a Transaction;

   15. If any surcharge is permitted, it shall be clearly communicated to the Customer. The Customer shall agree to it prior to the Transaction initiation;

   16. Not to split Card Transaction into separate pieces, which in the case of a cash transaction would have been settled in one amount;

   17. Not to do anything or allow anything to be done which is likely to harm Our reputation or the reputation of the Card Schemes and / or Our Partner, as well as the system or brand of any of the above;

   18. Not to provide content through Your Website that violates any applicable laws, regulations, Card Scheme Rules or other standards, including web pages with the content related to the activities from Our List of Prohibited Activities;

   19. Not to accept Cards as a payment instrument for the commercial activity performed by any third party and / or with the aim to cover any other liability than indicated in this Agreement;

   20. Not to accept Cards as a means of payment for goods or services that are not rendered in Your ordinary course of business, are prohibited, illegal or immoral under the law governing You, the Customer or Your goods and services;

   21. Not to accept Cards for paying back a previously granted loan or a cash payment previously made by You;

   22. Not to present a Transaction until the goods or services underlying the Transaction have been delivered or provided to the Customer or recipient of the goods or services, or the Customer has agreed to an advanced debit or a recurring debit on the Card. Upon request, You must prove that the above conditions are met;

   23. Not to use "SPAM" in commercials and promotion of Your goods and services in the market. The violation of this rule may lead to Financial Liabilities that shall be paid or reimbursed by You.

2. You accept that without derogating from any other right available to Us under this Agreement, if You act in breach or We believe that You may be acting in breach of the established prohibitions or are involved in illegal or fraudulent activity, We reserve the right to report about Your activity or the Transaction to Our Partner Bank and / or the relevant law enforcement agency or other competent authority and / or claim damages from You. We will take appropriate legal measures to minimize Our losses resulting from the above.

3. You acknowledge, agree and undertake:

   1. To use the Service properly and in accordance with AML / CFT requirements;

   2. To comply and to ensure, on an ongoing basis, compliance with all applicable Card Scheme Rules, as amended from time to time. Card Schemes have the right to enforce any provision of the Card Scheme Rules and to prohibit You and / or Us from engaging in any conduct that the Card Scheme deems could create a risk of injury to the Card Scheme, including injury to reputation, or that could affect the integrity of the Card Scheme computer hardware and software system or the Card Scheme confidential information. You undertake not to take any action that could interfere with or prevent the exercise of this right by the Card Schemes;

   3. To promptly discontinue non-compliance practice with the Card Scheme Rules and / or these Terms of Service upon Our request;

   4. To submit to Us all requested documents and information for the Service integration and provision. We shall have the right to suspend the Service before You supply Us with the requested documents or information;

   5. To pay Our Transaction fees, as well as other related fees and charges applicable to You under this Agreement;

   6. To accept Cards only for the purpose of paying for goods or services that You offer on Your Website and on the basis of direct contractual relationship with the Customer;

   7. To indicate the correct and full purchase price of the goods or services that You offer on Your Website, as well as to provide Customers with such goods or services in a timely and quality manner. You shall verify the address of the Customer and ensure that the goods are dispatched to such address. You accept that any Your failure to meet Your obligations before the Customer will be considered as a breach of this Agreement;

   8. To accept the return of goods or cancellation of services (unless specific conditions for return or cancelation were provided at the time of the Transaction);

   9. To return the Customer full or partial purchase price (make Refund) in the event that You do not deliver goods or services properly and / or if the Customer refuse the purchase of the goods or services in due course, returned goods, cancelled services, or it was a price adjustment related to a prior purchase;

   10. Where required, to comply with all safety, security or encryption standards, rules or procedure imposed by Us;

   11. To inform Us about any circumstances that harmed or may harm Our System and / or affected or may affect proper execution of this Agreement, as well as about any fraudulent or unauthorized actions related to Cards;

   12. To observe, maintain and comply, on an ongoing basis, with these Terms of Service, General T&Cs, applicable laws, rules and regulations, including without limitation Card Scheme Rules, as well as with any and all policies, guidelines and reasonable instructions We, Our Partner Bank or Card Schemes may issue or make available to You from time to time, including without limitation with respect to the usage of the Card Scheme marks and their acceptance, privacy, security, compliance, risk, chargebacks, refunds and URL monitoring. You acknowledge that certain countries have distant selling laws and regulations with which it is Your sole responsibility to become familiar and fully compliant.

   13. To cease any use of Our Confidential Information upon request and to advise Us if any unauthorized person seeks to gain or gained access to Our Confidential Information, either through legal proceedings or otherwise;

   14. To promptly notify Us about any changes in the list of Your authorized Representatives and / or the powers that each of them exercise with respect to Your PayCEC Account or PayCEC Merchant Portal, as well as changes in Your legal status, types of activities and other information that may affect validity of these Terms of Service or General T&Cs;

   15. To inform Us, as well as Users of Your Website, without undue delay, about any errors, regular or possible operational maintenance or repairs taken place on Your Website that may affect the sale of goods or services;

   16. To ensure, on an ongoing basis, that the goods or services that You sell or provide are in compliance with the laws of the Republic of Lithuania, as well as laws of other states where Your goods or services are sold or provided and You have all licenses, permits and other authorization documents required under the law for such types of activities.

   17. You shall bear any and all liability for the consequences arising from Your failure to comply with these requirements and undertake to reimburse Us any Financial Liabilities incurred by Us in the result of Your default to comply with the above obligations.

4. You accept that We may report to Our Partner Bank any Your actions or omissions that may result in a breach of this Agreement and may increase fees or charges associated with You because of such breach.

5. Unless otherwise permitted by the Card Scheme Rules, for each completed Transaction a printable receipt page must be displayed after the Customer confirms a purchase. The Customer must be provided either with a direct link to the Transaction receipt and / or with the receipt sent by email or other electronic means. The Transaction receipt must be in a static format that cannot be easily manipulated after it has been created. The Transaction receipt must not contain any sensitive payment data such as CVV2 / CVC2 code and must include a clear Transaction ID as well as the address of Your Website.

6. The amount or number of Transactions charged back to You in one (1) calendar month shall not exceed 1% of the total amount or total number of Transactions submitted by You in the corresponding period (“Chargeback Ratio”), and the ratio of the submitted monthly Transactions with stolen, lost or counterfeit Cards to submitted monthly Transactions with Cards that are not stolen, lost or counterfeit shall not exceed 0.5% (“Fraud Ratio”).

   Chargeback and Fraud Ratios may be updated from time to time. In the event that You exceed the allowable Chargeback or Fraud Ratios, We shall have the right, in Our sole discretion, to suspend the Service immediately and reassess Your risk level changing it to

   the higher one which may entail increase in fees and charges to be paid by You in connection with the Service, or close Your Merchant Account and terminate this Agreement with immediate effect.

   You shall take all reasonable efforts to reduce the Chargeback and Fraud Ratios to the allowable number and volume. You accept that Your failure to comply with the Chargeback and Fraud Rations may lead to imposing of Financial Liabilities that shall be paid or reimbursed by You.

7. In some cases, depending on the type of integration with Our System, You shall be responsible for the proper security of any Customer information that You receive in accordance with all relevant PCI-DSS requirements as in force at the time.

   You acknowledge that You have full knowledge of the PCI-DSS and hereby undertake faithfully to comply therewith and to prove compliance therewith in an appropriate manner to Us upon request by providing all necessary documents to Us.

   You shall keep PCI-DSS documentation up to date during the term of this Agreement and promptly report in writing to Us the non-compliance or likely non-compliance with PCI-DSS or any facts that may have impact on Your PCI-DSS compliance. Furthermore, You shall meet all costs associated with achieving compliance. Without derogating from the generality of the above, You assume full responsibility in the event of total or partial non-compliance with the PCI-DSS program.

V. PayCEC RIGHTS AND OBLIGATIONS

1. We will collect settlement of proceeds from the Transactions performed by Your Customers on the Website approved by Us. The funds transferred for the benefit of You as Our Merchant will be segregated from Our own funds. You will see the amount of funds transferred to You by Your Customers on the balance of Your Merchant Account inside Our System and will be able to create Transaction reports. We will automatically send the relevant notification to You about the completed or not successful Transaction. Subject to the provisions of these Terms of Service, upon expiry of the hold periods specified in PayCEC Fees and Charges, including Rolling Reserve period, settlement periods (batch periods) and payout hold period, Settlement Funds will be exchanged issued by Us at the nominal monetary value and credited to Your PayCEC Account.

2. We do not guarantee that the Customer will not cancel the Transaction. You accept that selling goods or services You operate at Your own risk and accept the fact that Transaction may be canceled by the Customer. In such a case You may be required to return the Customer funds of the respective canceled Transaction.

3. If Refund is requested, You accept that We will refund all or part of the amount of the Transaction to the Customer upon receiving respective instructions from You sent inside Our System. Unless otherwise required or permitted by the applicable laws or Card Scheme Rules, Refund shall be carried out on the Card of the original Transaction execution, not by cash or check. We may apply fees for the refund service, as detailed in PayCEC Fees and Charges. You accept that We or Our Partner Bank may apply limits on the number or volume of Refunds based on the risk assessment management. You may not be able to make Refunds if they exceed the established limits.

4. You accept that We may establish a minimum amount of Settlement Fund to be indicated in PayCEC Fees and Charges and / or posted on Your PayCEC Merchant Portal inside Our System. Amounts below the said limit will be accumulated on the balance of Your Merchant Account and will not be paid out until they exceed said limit.

5. Settlement Funds will be credited to Bank Account Statements in USD. Transactions made by Customers in currencies other than USD will be converted in USD. We apply Our own currency exchange policy and currency exchange rates to the currency conversion operations.

   You shall bear any additional costs, losses or benefits incurred as a result of fluctuations in the currency exchange rate, including but not limited to fluctuations between the time of the Transaction execution and the time of Refund or Chargeback.

   You accept that We shall have the right to set Rolling Reserve. The amount of Rolling Reserve depends on Our assessment of Your business risk level and will be calculated on Transactions basis, meaning that a portion of the final amount of every Transaction will be reserved by Us.

   Percent and period of Rolling Reserve are detailed in PayCEC Fees and Charges and will be posted on Your PayCEC Merchant Portal inside Our System. You accept that during the period of Rolling Reserve You will not be able to use or access funds of Rolling Reserve.

   We shall have the right at any time to set-off any Your Financial Liabilities from the available Rolling Reserve. After expiry of the period of Rolling Reserve, the remaining amount of Rolling Reserve not used by Us under this Agreement will be released and included in the next payout of Settlement Funds. We shall have the right to unilaterally change Rolling Reserve conditions applicable to You based on Our assessment of Your risk level, including without limitation the case when You exceed the allowable Chargeback or Fraud Ratios or when Your sales significantly drop. We may establish other types of security to be applicable to Merchants from time to time. We will notify You in advance of anyfinancial security measures introduced by Us that may influence Your use of the Service.

6. We reserve the right to request from You the information which has been requested by Our Partner Bank or Card Schemes, including information related to the Refunds and Chargebacks.

7. You accept that if We or Our Partner Bank believe that the Transaction is fraudulent or illegal, the respective Transaction will be declined or canceled.

8. We may check whether Your operations are in compliance with these Terms of Service, including approved details of the Order.

9. You accept that We reserve the right to hold funds of Transactions performed by Your Customers: (i) during the hold periods per Transactions as specified in PayCEC Fees and Charges; (ii) for the period We reasonably believe necessary, if We consider the Transaction as suspicious or there is a suspicion or determination of money laundering, fraudulent activity or other criminal activities, - until all suspicions have been allayed in the result of investigation.

10. The funds due to You may be also held by Us: (i) if Customer submitted a Refund or Chargeback request or there are reasonable grounds to believe that such a request will be submitted; (ii) in case of significant increase of void Transaction events, (iii) in the event of non-compliance with the Chargeback or Fraud Ratios, (iv) if You breach these Terms of Service, (v) if any Your actions or omissions may result in loss of Our own funds or may damage Our, Our Partner Bank or Card Schemes reputation, Until You settle / reimburse all Your Financial Liabilities suffered by Us due to the above and there is no further risk of additional liabilities to be incurred by Us resulting from the acts or omissions of Your activities, but not longer than 365 days from revealing such facts.

    We may also retain funds on Your Merchant Account matching the financial request submitted against You by Our Partner Bank or Card Schemes, including without limitation demand to pay fines or other Financial Liabilities imposed against You, amounts of disputable Transactions.

11. We shall have the right to make deductions from Your Merchant Account, including Transaction amounts, amounts of Chargebacks, Refunds, currency exchange rate losses and other Financial Liabilities that are due by You.

12. Without derogating from other provisions of these Terms of Service, You undertake to repay / reimburse the following amounts to Us, and hereby consent that the following amounts can be unconditionally deducted from the balance of Your Merchant Account:

    1. Amounts of costs, expenses, fines, penalties and other Financial Liabilities applied to You by Us, Our Partner or Card Schemes or incurred by any of the above in the

    2. course of the Service provision to You, including without limitation fines, penalties and other Financial Liabilities which arise because of Your violation of this Agreement, Card Scheme Rules (e.g. for excessive Chargebacks) or any other standards, applicable laws or regulations;

    3. Amounts of costs, expenses, fines, penalties and other Financial Liabilities incurred by or applied to Us in the result of Your failure to keep confidential Personal Data of Your Customers, including Cardholder or Transaction Data available to You and / or in the result of Your use of such data for illegal or non-authorized purposes;

    4. Amounts related to handling by Us of the complaints, disputing Transactions or Financial Liabilities imposed on You.

13. If the balance of Your Merchant Account is insufficient to cover all of the above, We reserve the right to make appropriate deductions in the following order:

    1. From the available Rolling Reserve or other securities that may be established by Us from time to time, and / or;

    2. From any other Merchant Account, You have with Us, and / or;

    3. From Your PayCEC Account (any of its subaccounts inside Our System), and / or;

    4. By issuing an invoice to You for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the invoice instructions.

14. We shall be entitled to provide documents and information on You as Our Merchant to Our Partner for the due diligence purposes to ensure the Service provision to You and / or for the compliance with Our contractual obligations, as well as to make information on You available to the Card Schemes and / or regulatory authorities upon request.

15. We shall be authorized to shut down the Service as necessary to conduct maintenance, upgrade, repair and / or provide other necessary attention to Our System or equipment. We determine in our reasonable discretion when to shut down the Service and for what period. In such a case, We will give You advance notice when the Service is shut down.

16. In the event of Our System failure or technical deterioration of the Service, We will take all reasonable steps to restore the Service. You shall not be entitled to any form of compensation in such a case.

17. Without derogating from any other right available to Us under this Agreement, applicable laws and regulations or otherwise, We reserve the right to suspend, in Our sole discretion, at any time and for any period of time, providing You with the Service immediately on the basis of risk management considerations or where required to be in compliance with any applicable laws and regulations or for any other reasons. In such a case We will notify You of Our decision to suspend the Service as soon as practically possible.

18. We undertake to ensure Our compliance with the PCI-DSS requirements applied to Us to the extent, to which it is related to storage, processing and transfer of payment card data, and to safety and storage environment of payment card data.

VI. Holds, limitations and reserves

Under certain circumstances, in order to protect PayCEC and the security and integrity of the network of buyers and sellers that use the PayCEC services, PayCEC may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we'll provide you with notice of our actions, but we retain the sole discretion to take these actions.

Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and the protection of PayCEC, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your PayCEC account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.

1. Holds

A hold is an action that PayCEC may take under certain circumstances either at the transaction level or the account level. When PayCEC places a temporary hold on a payment, the funds shall not be available to either the sender or the recipient. PayCEC reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where PayCEC will hold payments include:

1. New sellers or sellers who have limited selling activity.

2. Payments for higher-risk categories like electronics or tickets.

3. Sellers who have performance issues, or a high rate of buyer dissatisfaction or disputes.

2. Account Limitations

Limitations prevent you from completing certain actions with your PayCEC account, such as withdrawing, sending or receiving payments. These limitations are implemented to help protect PayCEC , buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your PayCEC account open.

There are several reasons why we may limit your access to your PayCEC account or the PayCEC services, and/or limit access to your funds, including:

1. If we suspect someone could be using your PayCEC account without your knowledge, we'll limit it for your protection and look into the fraudulent activity.

2. If your debit or credit card issuer alerts us that someone has used your card without your permission. Similarly, if your bank lets us know that there have been unauthorized transfers between your PayCEC account and your bank account.

3. In order to comply with applicable law, If we reasonably believe you have breached this agreement or violated the Acceptable Use Policy.

4. Seller performance indicating your PayCEC account is high risk. Examples include: indications of poor selling performance because you've received an unusually high number of claims and chargebacks selling an entirely new or high cost product, or if your typical sales volume increases rapidly.

If we limit access to your PayCEC account, we'll provide you with notice of our actions and the opportunity to request restoration of access if, in our sole discretion, we deem it appropriate.

You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect PayCEC, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

3. Reserves

We may place a reserve on your PayCEC account if we believe there may be a high level of risk associated with you, your PayCEC account, your business model, or your transactions. When we place a reserve on your PayCEC account, it means that all or some of the transactions will be shown as "pending" in your PayCEC balance, and you will not be able to withdraw funds in a "pending" status, in order to protect against the risk of transactions made by you being reversed or invalidated or any other risk related to your PayCEC account or use of the PayCEC services. We make decisions about whether to place a reserve based on a number of factors, including information available to us from both internal sources and from third parties.

PayCEC considers a list of non-exclusive factors, and whether and how these factors have changed over time, including:

• How long you have been in business.

• Whether your industry has a higher likelihood of chargebacks.

• Your payment processing history with PayCEC and other providers.

• Your business and/or personal credit history.

• Your delivery time frames.

• Whether you have a higher than average number of returns, chargebacks, claims or disputes.

If we place a reserve of funds in your account, we'll notify you of our actions and the terms of the reserve. There are two types of reserves that may be placed on your PayCEC account, and one or both may be applied at the same time:

1. A Rolling reserve is a reserve where a percentage of each transaction you receive each day is held and then released later on a scheduled basis. For example, your reserve could be set at 10% and held for a 90-day rolling period – meaning 10% of the funds you receive on day 1 are held and then released on day 91, 10% of the funds you receive on day 2 are held until day 92, etc. Rolling reserves are the most common type of reserve.

2. A Minimum reserve is a specific minimum amount that you're required to keep available in your PayCEC balance at all times. The minimum reserve is either taken as an upfront amount deposited all at once or is established on a rolling basis from percentages of sales until the minimum reserve is achieved, much like a rolling reserve.

If we change the terms of the reserve due to a change in our risk assessment, we'll notify you of the new terms.

VII. WITHHOLD OF PAYMENT - SUSPENSION - TERMINATION

1. You shall have the right to close Your Merchant Account at PayCEC Merchant Dashboard and terminate this Agreement by thirty (30) days’ written notice to Us following Our contact details provided in Clause 24 below.

2. You accept that nothing in this Agreement interferes with or lessens Our Partner and Card Schemes right to request termination of this Agreement at any time. You understand that We are obliged to follow such requests and terminate the Agreement. Termination of this Agreement provides closure of Your Merchant Account.

3. Without derogating from the aforesaid and other provisions of these Terms of Service, We shall be entitled to unilaterally limit access to the Service, suspend provision of the Service or any part of the Service, defer payout of Settlement Funds to You for the period, mentioned in Clauses 7.10 and 7.11 above, close Your Merchant Account and terminate this Agreement with immediate effect and / or to refuse to provide the Service to You in the future at any time and in Our sole discretion in the following cases:

   1. If You fail to perform or comply with any obligation under this Agreement, including without limitation Your obligations under Clause 3.3 and Clause 6 above, and / or do not remedy any breach upon request to such effect made by Us;

   2. If We reasonably suspect or believe that You are using the Service in connection with any unauthorized, dishonest or criminal activities, or upon notice from the Card Schemes or Partner that You violated any of the Card Scheme Rules;

   3. If We suspect or have evidence that fraud and / or other illegal or prohibited activity is or may be occurring, including fraudulent, prohibited or illegal Transactions;

   4. If You become subject of a sanction imposed or an investigation initiated by a regulatory body concerning possible illegal business practices;

   5. If Your activity or inactivity contradicts with the Card Scheme Rules, rules of Our Partner, and / or if You fail to comply or We have reasonable grounds to suspect that You are not in compliance with the applicable laws, rules, regulations, procedures, instructions, requirements, recommendations of Card Schemes, Our Partner, competent court or governmental, regulatory authority or agency;

   6. If We are required to do so under the law or at the direction of the Card Scheme, Our Partner, competent court or governmental, regulatory authority or agency, including without limitation the case where Your activity deemed to be fraudulent or otherwise wrongful;

   7. If You are engaging in such behavior that is damaging to or may harm Us, Our System, Our or Our Partner and / or Card Schemes business reputation;

   8. In the event of unauthorized use of the software provided for the purposes of this Agreement or because of other security reasons;

   9. If any representation, declaration or warranty stated and made by You when accepting the General T&Cs and / or these Terms of Service proves to be untrue, false, incorrect, incomplete or misleading;

   10. If You fail to supply Us with the requested or updated documents or information, including the documents or information with respect to Your Representatives, and / or provided Us with untrue, false, incorrect, incomplete or misleading information;

   11. If You are using the Service on the website address (URL) which has not been indicated in the Order and / or approved by Us;

   12. If there is a material change in the number, value or type of payments of which You failed to inform Us in advance and receive Our approval;

   13. If You do not comply with the Chargeback or Fraud Ratios;

   14. On the basis of risk management considerations;

   15. If We cease to provide the Service for any reason or in the event of expiry or termination for any reason of the business relations or cooperation between Us and Our Partner or Card Scheme;

   16. If Our Partner ceases to be a customer of the Card Scheme for any reason, or if it fails to have valid license with the Card Scheme to use any Card Scheme mark accepted by You, and / or if Our Partner is required by the Card Scheme to cease to accept Merchant Transactions from Us;

   17. If You sell Your business, there is a change of control over Your business, Your license or other permit or authorization has been revoked, You change the name or nature of Your business, You change the legal status of Your business without notification and Our  approval of further Service provision;

   18. If You fail to pay Your debts or there are pending financial obligations, including without limitation outstanding Financial Liabilities due by You;

   19. If You become subject to reorganization, bankruptcy, restructuring, insolvency, make a general assignment for the benefit of creditors, commence procedures for voluntary winding up, suffer or permit the appointment of a receiver for Your business assets, or are wound up or liquidated, voluntary or otherwise, and /or in case of other similar proceedings or procedures initiated by or against You;

   20. If You do not meet Your obligations concerning PCI DSS compliance or do not comply with the technical or security requirements that may be established by Us from time to time or fail to comply with the confidentiality obligations under this Agreement;

   21. If You do not respond to the notices sent according to Clause 17 below within one (1) month;

   22. If You are in a material breach or We reasonably suspect that You may be in breach of any other provision of these Terms of Service and / or any procedures or instructions resulting in additional work, losses or damages for Us;

   23. If Your PayCEC Account with Us has been arrested, frozen, suspended or closed;

   24. In other cases, listed in these Terms of Service and General T&Cs.We will give You a notice of the above-listed measures and reasons for them, unless providing such information would compromise objectively justified security reasons or is prohibited by law.

4. Without derogating from the above, if You stopped Your business or there are no Transactions on Your Merchant Account within three (3) consecutive months We reserve the right to close Your Merchant Account and terminate this Agreement upon a ten (10) day notice to You.

5. The Rolling Reserve or any other type of security established by Us pursuant to this Agreement shall remain in place regardless of closure of Your Merchant Account or termination of this Agreement for as long as there are residual or contingent Financial Liabilities, including Chargebacks, applicable to You.

6. Each Party shall be released from all rights, obligations and liabilities to the other Party occurring or arising after the date of termination of this Agreement, except that closure of Your Merchant Account and termination of this Agreement shall not relieve Us or You from any liability arising prior to such termination or closure, including without limitation, Chargebacks, reversed payments, fines, penalties, fees, charges, credits, adjustments and any other financial or other liabilities or obligations due or which thereafter may become due under the Agreement.

7. You shall pay Us all outstanding debts regardless of whether the invoice was submitted to You before or after closure of Your Merchant Account or termination of this Agreement.

8. You shall not continue to use or display Our, Our affiliates or Card Schemes’ marks and names after termination of this Agreement.

9. Upon termination of this Agreement for any reason, We will cease to provide the Service to You, You shall immediately return to Us all installation documentation and other materials supplied by Us to effect the Transactions and cease to use the Service.

10. Upon termination of this Agreement, You shall also cease all use of Our Confidential Information and either return to Us or destroy all tangible items and embodiments containing or consisting of Our Confidential Information as well as copies thereof in every form made available to You in the course of our cooperation; provided that You shall be entitled to retain a copy of any Confidential Information solely for compliance purposes as required by applicable law or regulation; provided further that any such retained Confidential Information shall continue to be protected by the terms of this Agreement (notwithstanding its termination) for so long as it remains Confidential Information hereunder. Upon Our request, You agree to certify in writing to Us that You have performed the foregoing obligations.

11. Termination of this Agreement shall not affect any provision of this Terms of Service which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of this Agreement (e.g. confidentiality provisions), and shall not prejudice or affect the rights of either Party against the other in respect of any breach of these Terms of Service.

VIII. MERCHANT DISPUTES

1. You agree that any dispute or claim regarding the goods or services that You sell using the Service is between You and Your Customer or User, and agree that We shall not be a party to any such dispute or claim.

2. You are required to respond to the Customer disputes and handle Chargebacks in accordance with the Card Scheme Rules.

3. Accepting these Terms of Service, You authorize Us to represent Your Chargeback contest request in front of Our Partner. You accept that this service is optional. Should You use this service, Chargeback representation fee may be charged per each successfully disputed Chargeback, as detailed in PayCECFees and Charges.

4. We reserve the right to reject Your Chargeback contest request in Our sole discretion without indicating the reason for rejection.

5. The Chargeback contest procedure and Our representment services include:

   1. Analysis of the dispute;

   2. Collecting of the required documentation from Your side;

   3. Checking of the provided documents, their processing and addition of required data;

   4. Passing of the Chargeback Contest Procedure on the side of Our Partner.

6. You may not require a Customer to waive a right to dispute a Transaction and / or otherwise transfer or attempt to transfer Your financial liability before Customer.

7. The time frame to dispute the transaction could take up to 120 days from the transaction date and Not to exceed 540 days from the transaction date

IX. CHANGES TO THE TERMS OF SERVICE

1. We reserve the right to change these Terms of Service at any time.

2. Unless otherwise stated herein, changes to these Terms of Service are subject to at least thirty (30) days advance notification before their proposed effective date. If You do not notify Us that changes to these Terms of Service are not accepted by You before the proposed date of their entry in force, You will be deemed to have accepted such changes and be bound by the updated or amended Terms of Service.

3. In the event that You reject changes to these Terms of Service, You have the right to terminate this Agreement free of charge and with effect at any time until the date of their proposed date of entry into force. Your notice rejecting changes to these Terms of Service will be deemed as a notice of termination of this Agreement. This means that We will stop providing Service to You and close Your Merchant Account.

4. Notwithstanding above, We have the right to change the terms, conditions or specifications of the Service due to:

   1. Changes in the Service which are made at Your request, - effective upon Our approval of the requested or proposed changes and / or updated or amended fees and charges applicable to such changes;

   2. Changes in the Service and / or Our fees or charges which are made at the request or due to changes in the rules or tariffs of Card Schemes, Our Partner or any other third party service provider involved by Us, - effective immediately upon a written notice to You (by e-mail and / or inside Our System). If you disagree with such changes you are entitled to terminate the Agreement subject to Clause 11.1;

   3. Your failure to fulfill the obligations hereunder, - effective immediately upon a written notice to You (by e-mail and / or inside Our System);

   4. Changes in applicable laws or regulations that affect Our ability to provide the Service or Your ability to use the Service, - effective immediately upon a written notice to You (by e-mail and / or inside Our System).

5. You accept that changes to Our currency exchange rates do not require Your consent and shall come into effect immediately.

6. You are not entitled to unilaterally change, amend or alter provisions of these Terms of Service, PayCEC Fees and Charges or financial conditions applicable to You that are posted on Your PayCEC Merchant Portal inside Our System.

X. NOTICES

1. Notices hereunder shall be delivered and effective as follows: every notice required or contemplated by this Agreement to be given to the respective Party shall be in writing and in English and may be given (i) by hand delivery, (ii) by overnight commercial courier delivery service or express mail, (iii) by fax, (iv) by registered mail with acknowledge on receipt or (v) by email.

2. You accept that notices and other communications can be also delivered to You by posting on Your PayCEC Merchant Portal or placing on the Site, if the respective notice or communication refers to all Our Merchants.

3. You give consent to Us to receive notices and other communications electronically.

4. The said notice shall be deemed delivered (i) on the date of hand delivery;(ii) the next business day after delivery to an overnight commercial courier service or to national postal service for express mail for delivery on the next business day; (iii) the date of transmission of the fax, if an electronic transmission report is obtained and retained, showing that all pages have been successfully transmitted; or (iv) seven (7) days after mailing by registered mail with acknowledge on receipt; (v) on the date the email is sent, if addressed to the intended Party at the verified email address. If an email is received on the respective Party’s business day, but not within business hours, it shall be deemed to have been received on the following business day. Verified email address of Your business PayCEC Account with Us shall be considered and used as Your email address for correspondence hereunder. Our contact details including email address for correspondence are provided in Clause 24 below. If a notice or other communication is transmitted to You by posting on Your PayCEC Merchant Dashboard or placing on the Site, it shall be considered delivered to You upon posting or placing.

5. All communications sent by e-mail to the verified e-mail address or sent by registered mail to the last address of You indicated in Our System will be deemed to have been delivered to You regardless of whether any such communications have been returned through registered mail.

XI. GOVERNING LAW - DISPUTES RESOLUTION

1. The construction, validity and performance of these Terms of Service, as well as any rights, obligations, claims or disputes arising out of them shall be governed in all respects by the CONSTITUTION OF THE REPUBLIC OF LITHUANIA without recourse to the conflict of laws rules regardless of the venue or jurisdiction in which a dispute arises.

2. The Parties shall use their best endeavors to settle all disputes by way of negotiations. Unless settled by negotiations, any dispute, arising out of or relating to this Agreement, shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be agreed by the Parties. The place of arbitration shall be Vilnius, Republic of Lithuania. The language of arbitration shall be English.

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XII. INDEPENDENT CONTRACTORS

The Parties to this Agreement are independent contractors and neither Party is the agent, joint venture, partner or employee of the other. No relationship of principal to an agent, master to a servant, employer to employee, franchisor to franchisee, partners or joint ventures is established hereby between the Parties. Save as expressly stated herein, neither Party has the authority to bind the other Party nor incur any obligation on its behalf.

XIII. ASSIGNMENT

1. We reserve the right to assign Our rights and obligations under this Agreement to any third party at any time without Your consent or approval in connection with a merger, acquisition, reorganization, recapitalization or sale of all of or substantially all of Our stock, business or assets, provided that such an assignment will be in compliance with the applicable laws and regulations.

2. You may not assign or sub-contract this Agreement or deal in any way with all or any part of the benefit of, or Your rights or obligations under this Agreement without Our prior written consent. Any attempt to assign this Agreement other than as permitted herein shall be null and void.

XIV. SEVERABILITY

All the provisions of these Terms of Service are distinct and severable. If any court or other authority of competent jurisdiction finds any provision or part of any provision of these Terms of Service to be invalid, unenforceable or illegal, this shall not impair the operation of these Terms of Service or affect the other provisions, which are valid. If any provision or part of any provision of these Terms of Service is inconsistent with the applicable laws and regulations, the requirements of the applicable laws and regulations override these Terms of Service in the part of their inconsistency.

XV. NO WAIVER

Failure or delay by Us to exercise any right, power or remedy under these Terms of Service or to require or enforce strict performance by You of any provision of these Terms of Service and any supplemental or incorporated documents or policies shall not be regarded as a waiver or relinquishment of any such right, power or remedy. Our waiver of any default or breach of this Agreement shall not be effective unless given in a signed writing and shall not constitute a continuing waiver or waiver of any other or subsequent default or breach.

XVI. AGREEMENT ENTIRETY

This Agreement together with PayCEC Fees and Charges and any other documents referred to herein or attached hereto shall constitute an entire agreement of the Parties with respect to the subject matter hereof, into which all prior negotiation, commitments, representations and undertakings of the Parties related to the subject matter hereof are merged and, except as herein specifically provided, there are no oral or written understandings or agreements between the Parties hereto relating to the subject matter hereof.

XVII. CONTACTS

To contact Us on Merchant related matters, please use the following contact details:

Email: [email protected]

Phone number: +44 2032 864370

Website: https://www.paycec.com/