Payments.AI processes Merchant transactions and delivers real time, or near real time, processing and related Services upon request by Merchant, independent of any underlying payment terms such as subscriptions, or otherwise, made by Merchant, in accordance with Applicable Law and Scheme Rules. Payments.AI may complete customer or other Merchant transactions through subprocessors.

​The Services may be enabled/disabled, in whole or in part, at Merchant’s request where supported by Payments.AI, and generally include the following:

More specifically, Acquiring Services include the following:

For some Payment Methods, a direct acquiring agreement for use of the Payment Method between Merchant and the relevant Scheme Owners or Acquirers may be required. If the relevant Acquirer or Scheme Owner settles related funds directly to Merchant and not via Payments.AI, reconciliation services will not be available, unless specifically agreed otherwise in writing by Payments.AI.

The processes for authentication, Authorization, Acquiring, clearing and Settlement are controlled by and are the responsibility of the Acquirers, Scheme Owners and Issuing Banks, and subject to the Scheme Rules set by the applicable Scheme Owner. Payments.AI acts in its own name and does not have primary responsibility for services provided by these third parties and does not control the services provided by Issuing Banks and Scheme Owners.

Within the context of the overall Services provided to Merchant, the Acquiring Services are to be seen as a distinct service from the services performed by Scheme Owners and other connected parties (e.g., Acquirers and/or Issuing Banks), as determined by the applicable Scheme Rules. The Acquiring Services allow Merchant to use the Scheme Owners’ networks and services for Merchant’s benefit.

Payments.AI’s acceptance of Merchant as a user of the Services and the relevant Payment Methods is strictly personal to Merchant and limited to the use by Merchant of the Services in order to obtain payment for its Merchant Products and Services. Therefore, Merchant may not use the Services to facilitate the payment for products or services sold by third parties or resell the Services to third parties, unless otherwise approved by Payments.AI.

2.2 Customer Area and Representation of Instruction

The Customer Area is a secured portal that is accessible online, which allows Merchant to configure its Company Account, enable or disable certain Services, set individual user permissions, generate overviews and reports for Transactions and related Transaction information, and receive relevant notifications. Upon onboarding Merchant to the Payments.AI platform, Payments.AI will provide Merchant with login credentials to the Customer Area.

Merchant is responsible for monitoring notifications and communications sent by Payments.AI via the Customer Area.Merchant may provide Customer Area Users with access to the Customer Area and configure Customer Area User permissions and/or notifications directly via the Customer Area. Customer Area Users may include third parties such as system integrators or other partners integrated with Payments.AI that facilitate the provision of Services to Merchant. Payments.AI reserves the right to deny, suspend or block Customer Area access to third parties in its reasonable discretion.

Merchant is responsible for managing Customer Area User permissions, activities, and credentials in the Customer Area. Payments.AI is entitled to rely on, and Merchant agrees to be bound by any instructions and confirmations submitted by Merchant’s Customer Area Users to Payments.AI via the Customer Area, APIs, or other means approved by Payments.AI for such purpose. When providing Customer Area Users with access to the Customer Area, Merchant will ensure that (i) Customer Area User permissions align with, and do not go beyond the scope of, the individuals’ job function or mandates; (ii) access credentials are not shared between two or more individuals; and (iii) access credentials are immediately revoked when the individual is no longer authorized to represent Merchant. Where required by Applicable Law, Merchant agrees to provide Payments.AI with information necessary to identify and verify the identity of its Customer AreaUsers.

Merchant may request a reasonable number of additional sub-accounts in the Customer Area free of charge. Merchant may only use additional sub-accounts for its own business and not for that of third parties. In the event a sub-account is inactive for a period of more than six (6) months, Payments.AI reserves the right to close such sub-account and pay-out any amount(s) due to Merchant into the last known bank account of Merchant.

2.3 Payment Method and Currency Support

Payments.AI will support the Payment Methods and currencies specified on the Payments.AI website.

Payments.AI may decide, in its reasonable discretion, to stop supporting a Payment Method or currency, or to condition such future support on Merchant’s acceptance of additional conditions or fees, if any of the following occur: (i) materially different terms are imposed by the relevant Scheme Owner or third-party Acquirer; (ii) material malperformance by the relevant Scheme Owner or Acquirer, or reasonable grounds for Payments.AI to expect such malperformance; (iii) reasonable grounds to doubt the credit worthiness of the Scheme Owner or Acquirer; (iv) materially increased costs or other material burden for Payments.AI to offer, or continue offering, the Payment Method or currency; or (v) any change in Applicable Law affects the conditions applicable to the Payment Method or currency and/or any required currency conversion. Payments.AI will provide at least one (1) month’s written notice of any discontinued or conditional support of any Payment Method or currency, unless it is not reasonably possible to do so given the cause for its decision. Further, Payments.AI may at its sole discretion discontinue or change its support of any Payment Methods and/or currency as part of its general product portfolio by providing Merchant with three (3) months’ prior written notice of the same. If Payments.AI exercises its rights pursuant to this clause, Payments.AI will use commercially reasonable efforts to offer an alternative for any discontinued Payment Method or currency to Merchant.

Merchant acknowledges and agrees that Acquirers and/or Scheme Owners might suspend their offering to Merchant, cancel certain Payment Methods, change the characteristics thereof and/or change the acceptance criteria upon which they make such Payment Methods available. Following any such decisions of the relevant Acquirer and/or Scheme Owner, Payments.AI may be required to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on Merchant’s continued use of such Payment Method. Where possible, Payments.AI will use commercially reasonable efforts to provide Merchant prior notice of any such change to or cancellation of any Payment Methods specified under the Agreement. If the aforementioned occurs, Payments.AI will, at Merchant’s request, reasonably assist Merchant in finding alternative Payment Methods available to Merchant or Merchant’s attempts to regain the approval of the relevant Scheme Owner or Acquirer.

2.4 Fraud Controls

Upon onboarding Merchant to the Payments.AI platform, Merchant will be assigned a risk profile with preset rules intended to provide basic fraud control settings for Merchant to screen fraudulent Transactions. These basic fraud control settings are configured by Payments.AI for all Merchants to assist them in the detection of wide-scale fraud.

Payments.AI’s fraud control Services do not guarantee the prevention of fraudulent Transactions, nor do they provide a guarantee against Chargebacks or Fines as a result of fraud. Payments.AI is under no obligation to review or monitor Merchant configuration of its fraud controls. The final responsibility and liability for fraudulent Transactions remains with Merchant. If a Transaction is rejected on the basis of fraud control settings, such rejection will not entitle Merchant to any refund of the applicable fees for such Transaction.

If Payments.AI, in its reasonable discretion and on the basis of clear and objective indications, deems that the then-current configuration poses unacceptable fraud risk and/or is creating or likely to create a material increase in Chargeback levels, Payments.AI reserves the right to change the fraud control settings configured in the Customer Area. Further, Payments.AI may update or modify the standard fraud control tool in its sole discretion. If Payments.AI has reasonable grounds to suspect a Transaction is fraudulent or a part of a criminal activity, Payments.AI reserves the right to cancel such Transaction, regardless of whether fraud controls fail to block the Transaction.

2.5 Authorization and Capture

Some Payment Methods allow for Authorization without immediate Capture. For such Payment Methods, a ‘hold’ can be placed as part of the Authorization to prevent the funds being spent by a Shopper on other Transactions. Prior Authorization provides Merchant with additional assurance, but does not guarantee, Capture and Settlement to Merchant at a later point in time. Payment on such Transaction may still be blocked, or where a Chargeback is possible under the relevant Scheme Rules, subject to Chargeback by the Shopper.

Merchant is responsible for Capture via the Customer Area or a Payment Interface supporting Capture requests. Merchant understands that Authorizations have a limited period in which they can be Captured, and that Capture Periods are set by the Issuing Bank or the relevant Scheme Owner. It is Merchant's responsibility to check the applicable Capture Period via the Customer Area to ensure Merchant timely Captures the Authorization. Otherwise, Merchant understands that the relevant Capture and/or Settlement may not be successful. Please note that the Capture Period can be as short as five (5) days following an Authorization.

Payments.AI strongly advises that Merchant use “defensive programming” when integrating with the Services, which may include, for example, that automated decisions programmed into Merchant’s systems default to non-delivery of Merchant Products and Services, and/or that Merchant’s systems only deliver Merchant Products and Services after receiving an express confirmation of Capture.

2.6 Settlement

Payments.AI will Settle to Merchant Shopper funds for validly processed Transactions subject to: (i) such funds having been settled to Payments.AI by the applicable Issuing Bank, Acquirer, and/or Scheme Owner, and (ii) Merchant’s MPL Reserve being at the applicable MPL Reserve Level. Settlements to Merchant will be done by sales day in accordance with the Sales Day Payout Terms of Service. Merchant may also, via the Customer Area, switch to pass-through payout, whereby Payments.AI Settles Shopper funds for each Transaction when the funds are received by Payments.AI from the relevant Scheme Owner or Acquirer. If an Acquirer, Scheme Owner or Issuing Bank does not timely or correctly settle funds to Payments.AI, then Merchant acknowledges that Payments.AI does not have any control over timely settlement or correction of incorrect settlement by such Scheme Owner or third-party Acquirer. Payments.AI will however on request, on a best efforts basis, without guaranteeing a successful outcome, and on behalf of all of its merchants, request settlement and/or correction of an error by a Scheme Owner or Acquirer.

Scheme Owners may impose conditions on settlement for certain Payment Methods, which may be communicated to Merchant from time to time via the Customer Area, by the Scheme Owners themselves, and/or via other communication channels to Merchants. It is Merchant's responsibility to evaluate if these conditions are acceptable to Merchant, especially for Payment Methods that are not monitored and regulated by relevant governmental authorities, including, but not limited to, certain non-Card Scheme Owner related prepaid cards, wallets, and SMS payments. Merchant acknowledges and agrees that Payments.AI will not compensate Merchant for any late performance, non-performance, or Insolvency of an Issuing Bank, third-party Acquirer or Scheme Owner that results in Payments.AI and/or Merchant receiving late Settlement, or not receiving Settlement.

Payments.AI reserves the right to withhold Settlement of Shopper funds if Capture of such funds occurs, but the relevant Transaction(s) are deemed likely to be fraudulent, to be related to illegal activities or to become subject to a Chargeback by Payments.AI, the relevant third-party Acquirer and/or the relevant Scheme Owner, until the satisfactory completion of an investigation by Payments.AI, the third-party Acquirer, the Scheme Owner, and/or a third party nominated by any of these parties. Merchant will provide its full cooperation to any such investigation.

No interest will be due on amounts held by Payments.AI prior to Settlement of such funds to Merchant; provided, however, that if Settlement is delayed for more than thirty (30) days due to the willful misconduct or gross negligence of Payments.AI, interest will be due by Payments.AI over the period thereafter at the higher rate of (i) 8% per annum, or (ii) the statutory interest rate for business transactions in the relevant country of the Payments.AI entity providing the Services.

Payments.AI may not sell or pledge any current or future settlement(s) from Issuing Banks, Acquirers or Scheme Owners. Merchant may not sell, pledge or assign any current or future Settlement amounts to third parties without Payments.AI’s prior written consent.

2.7 Set-Off

Merchant agrees that Payments.AI may, at any time, set-off and/or withhold any and all fees and other amounts due to Payments.AI from any and all amounts Payments.AI owes Merchant under the Agreement, including those amounts required to (i) cover Chargebacks, Refunds, Fines, or any negative balances; (ii) cover other charges or amounts due by Merchant under any other agreement between Merchant and Payments.AI or its group companies; and/or (iii) satisfy the then-current MPL Reserve Level requirements, regardless of whether these amounts are in different currencies or if any Insolvency is initiated by or against Merchant. Payments.AI may exercise the aforementioned right by (i) withholding such amounts from Merchant’s Settlement amounts; (ii) requiring the immediate payment of such amounts; and/or (iii) offsetting such amounts against any amounts Payments.AI owes Merchant.

Article 3. Merchant Obligations and Restrictions

3.1 General Commitments

Merchant agrees to comply with Applicable Law, the terms of the Agreement, including these Terms and Conditions, the Additional Services Terms, the Payment Device Terms of Service (where applicable to Merchant), the Sales Day Payout Terms of Service (where applicable to Merchant), and the Prohibited and Restricted Products and Services List.

Merchant will ensure that its sale of Merchant Products and Services and use of the Services are compliant with the Scheme Rules applicable to the Payment Methods used by Merchant and the Applicable Law in the jurisdictions relevant to Merchant’s business.

Merchant will ensure that its Affiliates and service providers, acting in connection with the Services or in any manner that may impact the Services, abide by the terms of the Agreement. Merchant accepts full responsibility for its Affiliates and service providers in connection with the Services as if the acts and omissions of the Affiliates and service providers were those of Merchant.

3.2 Merchant Products and Services

Merchant will only use the Services for those categories of Merchant Products and Services that Merchant registers with Payments.AI and that Payments.AI approves as part of the onboarding process. Thereafter, Merchant must seek Payments.AI’s prior written approval for any change or addition to the categories of Merchant Products and Services prior to submitting Transactions to Payments.AI therefore. Merchant will promptly provide any additional information to Payments.AI regarding the Merchant Products

and Services that Payments.AI reasonably requests from Merchant. Payments.AI’s acceptance of Merchant as the user of the Services will not be construed as Payments.AI’s legal advice or opinion as to the legality of the Merchant Products and Services and/or of Merchant’s intended use of the Services.

Merchant is and remains solely responsible for ensuring that its sale of Merchant Products and Services and use of the Services are compliant with the Scheme Rules applicable to the Payment Methods used by Merchant and the Applicable Law in the jurisdictions relevant to Merchant’s business. Specifically, Merchant will not use the Services for the sale of Merchant Products and Services (i) in jurisdictions where it is illegal to offer or provide such Merchant Products and Services for sale, and/or (ii) which are included on the Prohibited and Restricted Products and Services List. Merchant may request a written waiver for Merchant Products and Services included in the “restricted” section of this list, but any such waiver granted by Payments.AI may be revoked by Payments.AI at any time in its sole discretion. The Prohibited and Restricted Products and Services List may be updated in Payments.AI’s sole discretion to ensure compliance with Applicable Law and Scheme Rules, prevent high levels of Chargebacks, prevent reputational risks and/or to reduce exposure to potentially fraudulent or illegal Transactions. Merchant will be informed of updates to this list via the Customer Area and/or other written notice. Where a published change negatively affects a material portion of the Merchant Products and Services, Merchant may terminate the Agreement by providing one (1) month’s written notice to Payments.AI with reasonable substantiation of such material impact. If allowed under Applicable Law, Merchant must inform Payments.AI immediately of any pending investigation, penalty, enforcement, warrant, or other claim by a competent authority alleging the possible illegality of the Merchant Products and Services. Some Payment Methods may apply additional restrictions in respect of permitted Merchant Products and Services, as set out in the applicable Scheme Rules, which Merchant must, at all times, ensure compliance with.

Merchant will not use the Services or submit Transactions to Payments.AI that prepay for Merchant Products and Services where the Fulfillment Date is, in part or in whole, more than twelve (12) months after the date the relevant Payment Details for a Transaction are submitted to Payments.AI for processing, unless the parties otherwise agree in writing. Merchant will not honor delivery address changes for any Transaction after requesting Authorization. Should Merchant change the delivery address after Authorization, it acknowledges and fully accepts the additional risks involved, including the burden of proof in cases where the Shopper disputes a Transaction based on non-delivery.

For CNP (Card Not Present) Transactions, Merchant will provide the following information to a Shopper for every Transaction on its website: complete description of the goods or services offered, returned merchandise and refund policy, customer service contact (including email address and/or telephone number), address, delivery policy, Merchant’s personal data protection policy and all other information that is legally required to be provided to Shoppers in the relevant jurisdiction.

3.3 Required Data

Merchant will submit any and all Payment Details that Payments.AI reasonably deems necessary and requests from Merchant as part of the Transaction, including those Payment Details necessary to perform fraud checks and/or comply with Applicable Law. Payments.AI may revise the required data needed to process Transactions from time to time by providing notice to Merchant via the Customer Area. Failure to submit any required data with a Transaction may prevent the Transaction from being processed. If Merchant continues to fail to provide the required data, despite request(s) from Payments.AI to do so, Payments.AI may terminate the Agreement in its sole discretion.

3.4 KYC and AML Checks

In order to comply with Applicable Law, Scheme Rules and/or Acquirer requirements (e.g. regarding anti-terrorism and anti- money laundering (“AML”) and/or Know Your Customer (“KYC”)), Merchant must provide information about itself and its activities, including its directors, authorized signatories, shareholders and ultimate beneficial owner(s) (“KYC information”) when entering into the Agreement and thereafter upon Payments.AI’s request. Merchant warrants unconditionally that all KYC information it provides to Payments.AI is correct and up to date to the best of its knowledge. Merchant agrees to provide, on Payments.AI’s request and without undue delay, any information regarding Transactions, including Shopper information, that Payments.AI may require to comply with its AML obligations.

Merchant will provide Payments.AI with at least three (3) business days prior written notice of any change of the KYC information, or if such notice period is not reasonably possible (e.g., Merchant is a stock listed company and such information would legally qualify as market sensitive information), immediately after such change has occurred. Merchant will, upon request from Payments.AI, promptly provide any additional information and supporting documentation regarding its KYC information, including information Payments.AI reasonably requires to carry out periodic KYC reviews on Merchant. Merchant agrees that Payments.AI may run further checks on Merchant’s identity, creditworthiness and background by contacting and consulting relevant registries, KYC providers, telecom providers and/or governmental authorities.

Enabling each Payment Method is subject to acceptance of Merchant by the relevant Scheme Owner or Acquirer, which acceptance such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Some Scheme Owners or Acquirers may require Merchant to enter into a direct agreement with the Acquirer or Scheme Owner before Merchant may use the relevant Payment Method. Merchant hereby authorizes Payments.AI to submit KYC information received from Merchant to the relevant Scheme Owners and Acquirers to obtain permission for providing access to their Payment Methods for Merchant.

3.5 Record Keeping

Merchant must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of Merchant Products and Services for the greater of (i) two (2) years subsequent to the Transaction being processed; (ii) the applicable warranty period of the delivered Merchant Products and Services; or (iii) the relevant period required under Applicable Law and Scheme Rules. The copy of the records will include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Products and Services and all contacts with a Shopper. Merchant will cooperate in the provision and/or auditing of records requested in relation to inquiries by Payments.AI, the Acquirers and/or the Scheme Owners with respect to Chargebacks, suspected fraud or other RFIs.

3.6 Scheme Rules and Scheme Fines

Merchant agrees that by enabling a Payment Method on the Payments.AI platform, Merchant is directly accepting the Scheme Rules issued by that Scheme Owner as a condition for using the Payment Method. Scheme Rules may be enforced against Merchant through Payments.AI or directly by Scheme Owners themselves. Merchant acknowledges its responsibility to take notice of and agrees to comply with the Scheme Rules provided by Payments.AI to Merchant upon request and/or through the Payments.AI Customer Area. Payments.AI has no influence or control over Scheme Rules or merchant acceptance policies, which may change at the discretion of Scheme Owners or Acquirers, but will use commercially reasonable efforts to assist Merchant in being accepted by the relevant Scheme Owners and Acquirers.

Merchant must comply at all times with the Scheme Rules applicable to the Payment Methods it uses. More detailed information on the then current applicable Scheme Rules and/or Fines is available for Merchant on the Customer Area or upon request. Merchant is strongly advised to regularly review the then-current Scheme Rules and relevant changes to Applicable Law to ensure continued compliance of its Merchant Products and Services and business practices to applicable Scheme Rules. Payments.AI assists Merchant in this by providing access to Scheme Rules and summaries of key Scheme Rules changes via the Customer Area. Where Merchant finds the Scheme Rules to be unacceptable, including the possibility of Fines pursuant to the same, Merchant may, at any point in time, stop using the relevant Payment Method; provided, however, that Merchant acknowledges and agrees that the Scheme Rules remain applicable to previously processed Transactions for Merchant. In case Merchant no longer complies with any Scheme Rules, it will notify Payments.AI without undue delay.

For violations of certain key requirements by Merchants under the Scheme Rules, some Scheme Owners, and especially Card Scheme Owners, can levy significant Fines, which may range from EUR 25,000 to over EUR 2,000,000, and/or per- Transaction surcharges. The Scheme Owners impose such Fines to protect Shoppers, Merchants and providers of the Payment Methods, including Scheme Owners, collectively, against misuse, fraud, illegal activities, breach of Applicable Law or Scheme Rules, reputational damage and excessive costs.

Examples of Scheme Rules which are subject to such Fines are: (i) using the Payment Method for other Merchant Products and Services than for which Merchant received express authorization to use it for; (ii) Merchant or Merchant Products and Services are violating Applicable Law; (iii) using the Payment Method for selling Merchant Products and Services for which the Scheme Owner restricted or prohibited its use (e.g., adult content, drugs, arms, gambling) without first obtaining explicit consent to do so; (iv) using the Payment Method for the benefit of a third party (i.e., reselling the use of the Payment Method to a third party) as the authorization for Merchant to use a Payment Method is strictly personal, unless explicit consent otherwise is obtained; (v) the percentage of Transactions subject to a Chargeback is above the applicable acceptable level (see Clause 8.1 for more information on this); (vi) excessive retries of failed Transactions; (vii) non-compliance with Merchant location rules; (viii) breaches of security and confidentiality obligations with respect to Payment Details (see Clause 3.7 for more information on this); and (ix) fraudulent or misleading activities of impacting Shoppers.

If Payments.AI becomes aware of and/or receives any notice of a potential exposure to a Fine related to any Merchant behavior, Merchant will, upon request from Payments.AI, provide reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation. The aforementioned will not be construed as in any way limiting all other rights and remedies of Payments.AI in such a circumstance, as further set out in the Agreement and these Terms and Conditions. Where possible, Payments.AI will share any relevant feedback from Merchant with the Acquirer or Scheme Owner assessing the potential Fine to allow the Acquirer or Scheme Owner to take the same into consideration. If Fines are applied for Merchant violations, these Fines may be invoiced by the Scheme Owners and/or the relevant Acquirer to Payments.AI as their contracting party (on behalf of Merchant).

3.7 Security of Payment Details and PCI DSS Compliance

Payments.AI complies with the relevant PCI DSS certification to process Transactions and provide its Services. Where Payments.AI as part of the Services handles Cardholder data (e.g., credit card numbers, CVC codes, expiry dates etc.) on behalf of Merchant, Payments.AI will be responsible to ensure the security of such Cardholder data in accordance with applicable PCI DSS requirements as imposed by Scheme Owners. This responsibility applies from the moment Payments.AI first receives such Cardholder data via the relevant Payment Interface and remains for as long as Payments.AI continues to store, process and transmit such Cardholder data.

Merchant must itself also ensure its compliance with the relevant PCI DSS requirements from Scheme Owners with respect to Merchant’s handling of Cardholder data and Merchant’s use of the relevant Payment Interface at all times. Where Merchant itself directly or indirectly receives, processes or stores PCI DSS protected Card data, it is solely responsible to first obtain, and upon request of Payments.AI provide a copy of, adequate PCI DSS certification.

Payments.AI may, from time to time, be required to verify or ensure Merchant’s compliance with PCI DSS (e.g. by requiring Merchant to fill out Self-Assessment Questionnaires prescribed by the Scheme Owners). In case Merchant no longer complies with PCI DSS requirements and/or the confirmations provided to Payments.AI, it will notify Payments.AI without undue delay. Failure to comply with PCI DSS requirements may require Payments.AI to suspend Card related Services until such requirements are fulfilled.

Merchant agrees not to copy, capture or intercept any restricted Payment Details that are entered on the chosen Payment Interface or on the Payment Device, unless Merchant has the appropriate PCI DSS certification to do so. This rule is imposed and strictly enforced by Scheme Owners to protect Shoppers against misuse of their restricted Payment Details (e.g., credit card numbers). A violation of this rule can lead to the application of substantial Fines by Schemes Owners, as set out in Clause 3.6. If Payments.AI has reason to believe that Merchant is copying, capturing or intercepting restricted Payment Details in breach of PCI DSS requirement, Payments.AI may immediately suspend processing and Settlement to Merchant.

3.8 Use of Payments.AI Services and Data

In accordance with the Applicable Law on hacking and computer crime, Merchant will only use the Services for the purposes as agreed in the Agreement and will specifically not perform, or allow to be performed, any actions detrimental to the security or performance of the Services.

Article 4. Pricing and Invoicing

4.1 Pricing Models

Payment Methods may be priced under a Blend Model or an Interchange++ Model, as defined in these Terms and Conditions. The Agreement will specify applicable Payments.AI fees.

Where the Blend Model is specified in the Agreement, Merchant acknowledges that prices for such Payment Methods are offered by Payments.AI based on Payments.AI’s then-current cost basis (including Scheme Owner and/or Acquirer costs, Transaction traffic characteristics provided by Merchant, and currency exchange costs, if applicable). If Payments.AI’s cost basis materially changes due to external circumstances (e.g., Scheme Owner and/or Acquirer costs or currency exchange costs) or due to Merchant’s actual Transaction traffic characteristics materially differing from the figures provided by Merchant (e.g., different types of Transactions, such as cross-border or corporate Cards with higher underlying Scheme Owner rates), notwithstanding anything to the contrary, Payments.AI has the right to proportionally adjust the Blend Fee by notifying Merchant, such notice to include reasonable substantiation of the reason for such adjustment. The aforementioned will not allow Payments.AI to adjust the Blend Fee for changes in Payments.AI’s internal cost basis (e.g., infrastructure or staff costs). In the Blend Fee model, any charges and/or fees from the relevant Scheme Owners, Issuers, and/or Acquirers are collected on behalf of such third parties by Payments.AI.

Where the Interchange++ Model is specified in the Agreement, Merchant acknowledges that the Pass-Through Fees (as defined herein) will be borne by Merchant, including any increase or decrease thereof. The Pass Through Fees will be reflected as a separate line item in Merchant’s invoice. Payments.AI’s fees are applied on top of such Pass Through Fees. The current Scheme Owner interchange pricing level is published by the Scheme Owners.

Pass-Through Fees are collected by Payments.AI on behalf of Scheme Owners and payable by Merchant to Payments.AI. Regardless of the model applied, Merchant is responsible for all Pass-Through Fees relating to the Services and features it uses. The Acquiring mark-up is agreed between Payments.AI and Merchant as the compensation for Payments.AI’s risks and efforts related to Acquiring Transactions for Merchant. Merchant acknowledges that the Pass-Through Fees are set by the Scheme Owners (and not by Payments.AI).

Payments.AI reserves the right to stop supporting a particular pricing model for a Payment Method by providing Merchant two (2) months prior written notice. In such a case, Payments.AI will use commercially reasonable efforts to migrate Merchant to an alternative pricing model (at an equal or lesser cost at the moment of the notice).

4.2 Pricing Changes

Payments.AI is unilaterally entitled to raise the prices for its Services, including, but not limited to, the prices of Payment Devices and/or accessories thereto, with three (3) months’ prior notice. Said price increases will only become effective for the affected Services starting at the end of the notice period. Notwithstanding the foregoing, during the three (3) months’ notice period, Merchant may terminate its Agreement for which the price increase is applicable by providing written notice to Payments.AI prior to the end of the three-month notice period.

The aforementioned three (3) month notice period and termination right do not apply to any increase of the pricing for a Payment Method that is made to account for (i) an increase of the fees incurred by Payments.AI from an Acquirer or Scheme Owner (e.g., a change in Pass-Through Fees), regardless of whether Interchange++ Model or Blend Fee Model applies between Payments.AI and Merchant, or (ii) a pricing increase due to a change in Applicable Law and/or Scheme Rules.

4.3 Inflation

Payments.AI is entitled to change its prices to adjust for inflation with a maximum of the inflation rate over the preceding calendar year, as calculated by using (i) a reputable inflation rate for the country where the entity signing the Agreement is registered, or (ii) if such a rate is not timely available, the Eurozone inflation rate as published by Eurostat. This inflation rate will be applied to all entities under the same Company Account as the entity signing the Agreement. Said price change may be applied by Payments.AI only once every 12 months and will be announced at least one (1) month in advance. For an increase under this Clause 4.3, the termination right referred to in Clause 4.2 does not apply.

4.4 Invoicing

Payments.AI will provide Merchant with monthly invoices that provide an overview of (i) the Pass-Through Fees and other costs and fees payable for the past month, calculated on the basis of last month’s Transaction volume; (ii) the amounts already paid by Merchant by being withheld from Settlements; (iii) the remaining net amount due or credited to Merchant (amounts due or credited are subsequently added to or subtracted from the next Settlement to Merchant or, in the absence of a next Settlement, are payable or credited as applicable within thirty (30) days of the invoice date); and (iv) relevant Taxes. The invoice currency will be Euro (EUR) unless expressly otherwise agreed in writing. Payments.AI will issue invoices digitally through the Customer Area.

Interest will accrue on any unpaid amounts owed by Merchant to Payments.AI at the higher rate of (i) 8% per annum, or (ii) the statutory interest rate for business transactions in the Netherlands.

4.5 Taxes

All fees are mentioned exclusive of Taxes. If applicable, Payments.AI will charge Tax on top of its fees and such Tax will be payable by Merchant. If withholding of any type of Taxes on the payment of the Services fees and/or Merchant’s Transaction volume is or was legally required, the relevant party ("Withholding Party") will be entitled to withhold such Taxes (excluding penalties and/or interest at the expense of the other party ("Recipient Party"). The Withholding Party will notify the Recipient Party as soon as reasonably feasible after becoming aware of the existence of such legal requirement.

The Withholding Party will assist the Recipient Party in keeping the Tax to be withheld as low as possible by executing the necessary formalities (e.g., resident certificates and tax treaty forms). Merchant indemnifies Payments.AI from any tax liabilities incurred by Payments.AI arising out of any Taxes due on any products and/or services sold by Merchant. Without prejudice to the foregoing, each party will be required to comply with its own tax obligations under Applicable Law.

Merchant consents to Payments.AI complying with information requests from tax authorities under Applicable Law, including where required, the provision of information about Merchant and/or its Transactions in accordance with Article 10.

Article 5. Integration

5.1 Submitting Transactions to Payments.AI

All CNP (Card Not Present) Transactions will be submitted to Payments.AI for processing through one of the available Payment Interfaces described on its website, unless otherwise agreed in the Agreement.

5.2 Merchant’s Integration Responsibility

Merchant will be solely responsible for the configuration, installation, servicing, maintenance, security and operation of the equipment and software needed to connect to the Payment Interface and submit Transactions to Payments.AI for processing. Payments.AI provides guidelines to Merchant for the development, configuration, enablement and usage of the connection to and communication with the Payment Interface (as amended from time to time, “Technical Guidelines”). Merchant remains responsible for ensuring the correct implementation and use of the Services in its own systems in accordance with the Technical Guidelines provided by Payments.AI. Payments.AI is not obligated to provide notification of changes to the Software and the interfaces thereto where such changes will not impact Merchant’s use of the Services.

Payments.AI is not responsible for verifying the correctness of Merchant’s integration into the Payment Interface. Merchant should perform its own testing of its integration into Payments.AI, including the Transaction submission and Settlement flows. If Payments.AI agrees to route Transactions to a third-party Acquirer or Scheme Owner, Merchant will be fully responsible for the correctness of the corresponding routing instructions it provides to Payments.AI and the verification thereof.

5.3 Changes to Software

Payments.AI reserves the right to change or amend the Software and the Payment Interface at any time, to provide Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes to the Software or Payment Interface will be implemented by Payments.AI that materially reduce the functionality of the Services, except where changes are made necessary by: (i) a need to follow generally accepted changes in industry standards; (ii) changes in Applicable Law or Scheme Rules; (iii) a need for increased security due to security risks identified by Payments.AI; or (iv) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality following any change(s) to the Software or Payment Interface, Merchant may terminate the Agreement by providing written notice to Payments.AI, along with reasonable substantiation, within one (1) month following Payments.AI’s notification to Merchant of the change(s).

If Payments.AI intends to make any material changes to the API that will require Merchant to make changes to its integration with the API, where reasonably possible, Payments.AI will notify Merchant of such changes at least twelve (12) months in advance of Payments.AI’s implementation of the same to allow Merchant to prepare for any potential impact from such changes. Payments.AI will endeavor to minimize any changes to the API that will require Merchant’s intervention. Notwithstanding anything contained in this clause to the contrary, shorter notice periods may be applied by Payments.AI to comply with Applicable Law, changes in requirements from Acquirers or Scheme Owners, or a need for increased security due to security risks.

Article 6. MPL Reserve

Payments.AI will set up an MPL Reserve (which may also be referred to as a “Deposit”) to account for the risk exposure of Merchant’s Transactions.

The MPL Reserve Level is set based on Payments.AI’s reasonably assessed and then-current estimate of (i) the total amount of Merchant’s Transactions at any point in time where Capture has successfully occurred and for which the Merchant Products and Services have not yet been delivered and/or the Shopper’s return rights or order cancellation rights are still in effect pursuant to Merchant’s terms and conditions, the relevant Scheme Rules and/or Applicable Law; (ii) Refund rates; (iii) Chargeback rates; (iv) potential Fine exposure; and (v) any other relevant liabilities. The MPL Reserve Level is periodically adjusted in line with increasing or decreasing Transaction volumes and any changes to the aforementioned factors. Payments.AI may from time to time adjust Merchant’s MPL Reserve Level and the underlying assumptions in its sole discretion to bring it in line with its then-current estimates of risk exposure. Upon Merchant’s request, Payments.AI will inform Merchant of the parameters, available information, estimations, assumptions and calculations used to establish Merchant’s then-current MPL Reserve Level.

Payments.AI will withhold the MPL Reserve in the currency configured in the Customer Area (“Account Currency”). Where Merchant cannot meet the MPL Reserve Level in the Account Currency, Payments.AI will have the right to withhold the MPL Reserve in other currencies available in Merchant’s account. In the event that the Account Currency differs from the payout currency, a currency conversion is required.

Payments.AI may require Merchant to transfer the initial MPL Reserve amount to Payments.AI before being able to use the Services for commercial (i.e., non-testing) purposes. Payments.AI will subsequently keep the MPL Reserve at the relevant MPL Reserve Level by deducting funds from or adding funds to each Settlement. If at any point in time the available MPL Reserve drops below the then-current MPL Reserve Level, Payments.AI may require Merchant to immediately transfer funds to Payments.AI as is necessary to bring the MPL Reserve amount in line with the then-current MPL Reserve Level.

Promptly upon Payments.AI’s request, Merchant will, from time to time, provide all necessary information regarding the then current actual or expected Fulfillment Dates for processed Transactions and estimates for the average time between Capture and Fulfillment Date. Further, promptly upon Payments.AI’s request, Merchant will, from time to time, provide Payments.AI with all reasonably necessary information regarding Merchant’s financial stability, its then-current ability to provide the Merchant Products and Services to Shoppers, and any other information Payments.AI deems reasonably necessary to conduct its risk exposure analysis.

If Payments.AI has reasonable grounds to question the accuracy or reliability of the information regarding Fulfillment Dates, Merchant’s financial stability and/or its ability to provide the Merchant Products and Services to Shoppers, Payments.AI may, in its sole discretion, apply corrections to the underlying assumptions and adjust the MPL Reserve Level with immediate effect. Payments.AI will not take such action arbitrarily and will, where reasonably possible considering the grounds for and urgency of the adjustment, request and consider Merchant’s input on Payments.AI’s amended assessment of Merchant’s risk level prior to amending Merchant’s MPL Reserve Level.

Upon termination of the Agreement or otherwise whenever Payments.AI no longer processes Transactions for Merchant, the MPL Reserve will be gradually released by Payments.AI to Merchant, taking into account the decreased risk on processed Transactions and other Merchant liabilities, until the entire MPL Reserve is released and all obligations and liabilities of Merchant towards Payments.AI have been fulfilled. Generally, an MPL Reserve will be fully released to Merchant approximately six (6) months following the effective date termination of the Agreement or the date that Payments.AI stops processing for Merchant, as applicable, unless specific potential liabilities of Merchant remain at that point in time.

Article 7. Service Levels

7.1 Customer Support

Regular customer support for Merchants is available by email during regular business hours in the United States. All customer support language and documentation is in the English language.

7.2 Payment Interface Uptime Commitment

Payments.AI will use commercially reasonable efforts to achieve a quarterly-average minimum uptime of 99.9% of the Payment Interface, as measured by its ability to receive Transaction messages. Such uptime calculation excludes any downtime of the Payment Interface caused by: (i) acts or omissions of Merchant, Issuing Banks, Acquirers or Scheme Owners; (ii) changes implemented by Payments.AI on Merchant’s specific request; (iii) general internet failures; (iv) failures of individual Payment Methods; or (v) a Force Majeure Event. Merchant will immediately notify Payments.AI of any Payment Interface downtime that Merchant experiences and provide all reasonably requested cooperation in investigating and resolving any such downtime. Payments.AI does not guarantee any such minimum uptime.

Payments.AI will use commercially reasonable efforts to avoid taking the Payment Interface offline to execute planned maintenance. If, under exceptional circumstances, downtime for maintenance is necessary, then Payments.AI will provide as much prior notice as practically possible and plan such maintenance in a manner and on a date and time intended to minimize the potential number of affected Transactions for all Merchants. If, under emergency situations (e.g., a Force Majeure Event), any unplanned maintenance requires Payments.AI to take the Payment Interface offline, then Payments.AI will use all available resources to keep such downtime to a minimum.

7.3 Security and Compliance

Payments.AI will maintain adequate measures to provide a secure payment system and will keep the relevant systems used to provide the Services PCI DSS certified where required to do so under the applicable Scheme Rules.

7.4 Customer Area Maintenance

Planned maintenance of the Customer Area will occur in weekly maintenance windows as determined by Payments.AI in its sole discretion and communicated to Merchant. The Customer Area may be temporarily unavailable during any planned maintenance.

Article 8. Chargebacks and Refunds

8.1 Chargeback Liability

Scheme Owners may allow Shoppers to charge back Transactions by requesting such a Chargeback from the Scheme Owner or the Issuing Bank, especially Card Scheme Owners. Therefore, Merchant’s receipt of a Settlement and/or Capture confirmation regarding a particular Transaction does not unconditionally entitle Merchant to receive Settlement of the Transaction amount or to keep the Settled amount. If a Shopper invokes a Chargeback right in accordance with the relevant Scheme Rules, Merchant is no longer entitled to the relevant Transaction amount and must immediately return it to Payments.AI. Scheme Owners may allow Merchants to dispute Chargebacks in accordance with their Scheme Rules. Please check the relevant Scheme Rules to see which Payment Methods allow Chargebacks and what dispute procedures apply.

Scheme Owners and Payments.AI do not accept Merchants generating excessive levels of Chargebacks, as Chargebacks are an indication of a Merchant’s inability to provide the Merchant Products and Services in accordance with Shopper expectations and create additional work and costs for all parties involved, including the Scheme Owner, the Issuing Bank, and Payments.AI. If Chargeback levels are above levels acceptable for Payments.AI and/or the relevant Scheme Owner for a specific Payment Method, or are expected to become above unacceptable levels, Payments.AI reserves the right to take immediate corrective action to reduce such Chargeback levels, which may include suspending processing for the relevant Payment Method. Merchant acknowledges and agrees that, under such circumstances, Fines may be applied, and Merchant will be responsible for the same. In general, Chargeback levels higher than 0.5% are unacceptable to Payments.AI and may lead to corrective action. For some Payment Methods, higher or lower tolerances for Chargeback levels may apply. Please consult the relevant Scheme Rules for more information. Failure by a relevant Scheme Owner, Acquirer, and/or Payments.AI to take immediate corrective action or to enforce any term of this clause will in no way be construed to be a waiver of the related rights by Payments.AI, the relevant Acquirer or Scheme Owner.

If Payments.AI has reasons to suspect that Merchant is not delivering its Merchant Products and Services on or prior to the Fulfillment Dates used to calculate the MPL Reserve Level and/or if Payments.AI has reason to suspect that the Merchant Products and Services for which Payments.AI processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal, Payments.AI may suspend related Settlements, defend Chargebacks on behalf of Merchant and/or block Authorizations until Payments.AI has been given assurances to its reasonable satisfaction that the relevant Merchant Products and Services are actually delivered in accordance with Applicable Law and the relevant orders placed by Shoppers.

8.2 Chargeback Fee

For every Chargeback, a non-refundable Chargeback Fee will be charged to Merchant as set out in the Agreement.

8.3 Chargeback

For every Chargeback where Payments.AI is obligated to pay the Chargeback amount, Merchant acknowledges and agrees that Payments.AI may deduct the same amount from the settlement amounts received from Scheme Owners for Merchant, or where such amounts are insufficient, from the MPL Reserve.

8.4 Chargeback Period

As Chargebacks may arise a considerable period after the date of the relevant Transaction, Merchant acknowledges and agrees that, notwithstanding the termination of the Agreement for any reason, Payments.AI will remain entitled to recover Chargebacks, Chargeback Fees and related Fines from Merchant for all Transactions processed during the term of the Agreement.

8.5 Refunds

Refunds may be submitted by Merchant through the Customer Area, or through other channels made available by Payments.AI for such purpose. It is Merchant’s responsibility to configure and monitor Refund permissions for its employees and other Customer AreaUsers, bearing in mind the risk of abuse associated with the permissions to execute Refunds.

Unless otherwise agreed in the Agreement, Payments.AI will charge Merchant for a Refund the same as a Transaction. In addition, for certain Payment Methods, a Refund Fee may also apply.

If the relevant sum of funds for the Refund cannot be subtracted from the next Settlement, Payments.AI will not execute a Refund, meaning the relevant sum will not be returned by Payments.AI to the relevant Shopper, directly or via the relevant Acquirer / Scheme Owner. Refunds are not funded by Payments.AI from the MPL Reserve, as the MPL Reserve is not calculated taking Refunds into account, and are not funded from Payments.AI’s own means. Upon Merchant’s request, an additional reserve may be created with Payments.AI specifically for funding Refunds to ensure the immediate execution of Refunds, irrespective of the current Settlement amounts.

Merchant will not provide a Refund to a Shopper for a previously processed Transaction using a different Payment Method than the Payment Method used for the original Transaction. The original Transaction may still be subject to Chargeback by the Shopper or Issuer, which may cause Merchant to provide a Refund for the same Transaction twice. This is a well-known method to make fraudulent use of stolen credit cards at the expense of Merchants.

Article 9. Property Rights

The property rights, including intellectual property rights, in the Software, Payment Devices (where applicable) and other materials related to the Services are owned by Payments.AI and its licensors. the Agreement does not transfer any property rights with respect thereto to Merchant, but rather provides Merchant with a limited, non-exclusive and non-transferable license to use the Software, Payment Devices and all other materials made available by Payments.AI to Merchant solely for the purpose of using the Services in accordance with the Agreement, these Terms and Conditions and the applicable usage instructions communicated to Merchant from time to time. The intellectual property rights of Merchant with respect to any materials, including data and documents, that Merchant shares with Payments.AI will remain with Merchant and its licensors.

Article 10. Confidentiality and Data Privacy

10.1 Confidentiality

All information relating to Merchant, to Payments.AI and its affiliates, or the Services, which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information” without the need to expressly designate it as such. Confidential Information includes any information disclosed before or after the effective date of the Agreement, expressly including the following:

Confidential Information does not include information (i) made available to the general public; (ii) disclosed to one of the parties by a third party; (iii) already in the possession of one of the parties at the time of initial disclosure; or (iv) developed independently by the other party, in each case other than as a result of, directly or indirectly, a breach of any confidentiality obligations.

Each party undertakes to take all necessary steps to keep the other party’s Confidential Information confidential and agrees to:

Notwithstanding the above mentioned obligations, the parties will have the right to disclose Confidential Information (i) to an affiliate of a party in the context of providing, using or anticipating the use of the Services, subject to the confidentiality obligations contained herein; (ii) if and when required by Scheme Owners in order to provide the Services; and (iii) where required to do so pursuant to Applicable Law, or in order to comply with a legal order or decision of a court of law, governmental or law enforcement agency, regulatory body, or administrative authority.

The obligation of confidentiality as described in this clause will supersede any obligations and/or agreements relating to confidentiality previously agreed between Merchant and Payments.AI in relation to the Services and will remain in effect after the termination of the Agreement.

Without intending to limit the remedies available to each party, each party acknowledges that a breach of any of the covenants contained in this clause may result in material irreparable damages to the other party or its subsidiaries or affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such damages precisely and that, in the event of such a breach or threat thereof, the damaged party will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of this clause.

10.2 Data Privacy

Both Payments.AI and Merchant will implement appropriate technical and organizational measures to protect Personal Data against any misuse, and each party will comply with data protection laws and regulation applicable to their respective business activities, including the processing of Personal Data in the context of using or providing the Services.

Where Payments.AI processes Personal Data while performing the Services, Payments.AI may act as a data processor or data controller (as indicated in the relevant agreement, documentation or the Privacy Statement) depending on the Services provided. Payments.AI may use de-identified and/or aggregated Transaction data and KYC information to optimize Payments.AI's products and services, which may include payment performance, fraud prevention, network analysis, and training machine learning models. The processing of such Personal Data by Payments.AI will be in accordance with the Privacy Statement, as amended from time to time.

Article 11. Duration and Termination

11.1 Duration and Termination for Convenience

Except where explicitly agreed otherwise in the Agreement, the Agreement is entered into for an indefinite period, until it is terminated by Merchant by providing at least two (2) months’ written notice to the other party. Payments.AI can terminate this agreement at any time for any reason.

11.2 Termination for Cause

Merchant may terminate the Agreement immediately if:

Payments.AI may suspend the Services, including Settlement, immediately, in part or in whole if:

Payments.AI may terminate the Agreement and/or any part of the Services immediately if:

11.3 Survival after Termination

If the Agreement is terminated by either party for any reason, Payments.AI will be under no obligation to process new Transactions for Merchant after the effective date of such termination. Any Services provided and Transactions processed prior to the termination of the Agreement will remain subject to the terms of the Agreement and these Terms and Conditions, including any provisions regarding Settlement, Chargebacks, Refunds, Fines, liabilities, indemnities, MPL Reserve, set-off, and invoicing.

Article 12. Liability

12.1 No Liability for Scheme Owners and Third-Party Acquirers

Payments.AI will only be liable for its own acts or omissions and not for acts or omissions of third parties or for events or activities originating outside Payments.AI’s systems. This exclusion expressly applies to acts or omissions of Issuing Banks, Scheme Owners and Acquirers, except if such acts or omissions were caused by the intentional misconduct or willful misconduct of Payments.AI.

12.2 Limitation of Liability

The total liability of Payments.AI under the Agreement towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total Processing Fees paid by Merchant to Payments.AI during the previous full calendar year (or if no Services were provided in the previous calendar year, the total Processing Fees paid in the current calendar year prorated to a twelve-month period).

Neither party will be liable for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any other special, indirect, or consequential damages, whether resulting from breach of contract, under tort or under any other legal theory.

Neither party to the Agreement excludes or limits its liability under the Agreement for intentional misconduct, willful misconduct, death, fraud or personal injury.

12.3 Force Majeure

A party will not be deemed to be in breach of the Agreement, or otherwise liable for any failure or delay in the performance of its obligations hereunder, except Merchant’s obligation to cover Pass Through Fees, Chargebacks, Refunds, and Fines due hereunder, if such failure or delay in performance directly results from a Force Majeure Event. The parties expressly agree that a party’s lack of financial resources will not be considered a Force Majeure Event.

A party will be excused from performing its obligations under the Agreement for so long as the Force Majeure Event continues, provided that the affected party has first provided prompt written notice of the Force Majeure Event to the other party (a “Force Majeure Notice”) and thereafter uses commercially reasonable efforts to diligently minimize the duration and/or the effect of such Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event continues for more than sixty (60) days following the provision of a Force Majeure Notice, either party may terminate the Agreement immediately by providing written notice to the other party. Where Payments.AI is the affected party, Payments.AI reserves the right to modify or suspend the Services in whole or in part as necessary to mitigate the effects of the Force Majeure Event.

Article 13. Indemnification

To the extent allowed under Applicable Law, Payments.AI will indemnify and defend Merchant from any and all Indemnified Losses incurred by Merchant as a result of any Claim asserting intellectual property rights over Payments.AI’s Software and/or systems.

To the extent allowed under Applicable Law, Merchant will indemnify, defend, and hold Payments.AI harmless from any and all Indemnified Losses incurred by Payments.AI in connection with any Claim based on any of the following: (i) Merchant’s acts or omissions which constitute a breach of the terms of the Agreement, Applicable Law, and/or the Scheme Rules (including PCI DSS requirements); (ii) Merchant’s use of the Payments.AI marks; or (iii) the gross negligence, fraud, or willful misconduct of Merchant.

Notwithstanding the foregoing, Merchant will not be obligated to indemnify Payments.AI against any Indemnified Losses to the extent that such Indemnified Losses result from Payments.AI’s (i) failure to comply with Applicable Law, or (ii) willful misconduct, fraud, or gross negligence.

Article 14. Settlement of Disputes

14.1 Governing Law

The Agreement and these Terms and Conditions and any dispute or controversy arising out of or in relation to the Agreement are solely governed by the laws of the state of Delaware without regard to its conflicts of laws principles. All disputes arising out of or related to this Agreement shall be brought exclusively in the state and federal courts located in New Castle County, Delaware. Both parties irrevocably submit to such exclusive jurisdiction and agree that such venue shall be the sole and exclusive venue for any disputes.

Article 15. General Clauses

15.1 Transfer

Payments.AI will be entitled, at any time, to assign, novate or otherwise transfer the Agreement to another company without the prior consent of Merchant by providing written notice to Merchant of such transfer.

15.2 Null Clauses

In the event that any clause in the Agreement is declared null and void or inapplicable, said clause will be deemed non- existent, and all other clauses of the Agreement will remain applicable. The parties undertake to take all steps to eliminate the clause declared null and void and/or inapplicable and to replace the same with a clause approaching, insofar as possible, the economic and legal objective of the clause declared null and void and/or inapplicable.

15.3 Use of Name of the Parties

Merchant agrees that its name and standard logo (as published by Merchant) may be used by Payments.AI to refer to Merchant as a customer of Payments.AI on Payments.AI’s website, sales materials and in other publications. Payments.AI will be entitled to use the same freely in its commercial efforts. Any other use of Merchant’s name, logo or information will only occur with Merchant’s prior written approval, which Merchant may withhold in its discretion.

Merchant may refer to Payments.AI as its payment service provider and include an internet link to Payments.AI’s website in the section “frequently asked questions,” or in a similar informational section, on Merchant’s website to explain to its Shoppers that this is why the name “Payments.AI” may appear on those Shoppers’ bank statements; provided, however, Merchant may not mention Payments.AI on the home page of Merchant’s website. If Merchant includes Payments.AI on its website pursuant to this clause, Merchant must also clearly state on its website that Merchant’s Shoppers may not contact Payments.AI for support or other questions regarding Transactions processed by Payments.AI for Merchant.

For the avoidance of doubt, Merchant may not use the logo of Payments.AI anywhere on Merchant’s website or create and/or distribute any advertising, promotion, marketing, or similar materials referencing Payments.AI or the Services without the prior express written approval of Payments.AI, which Payments.AI may refuse or withdraw in its discretion.

15.4 Changes to the Terms and Conditions

Payments.AI may, from time to time, change these Terms and Conditions by providing at least thirty (30) days’ prior written notice to Merchant.

15.5 No Additional Terms

The parties reject and will not be bound by any additional or conflicting terms to the Agreement, including Merchant's purchasing terms, questionnaires, and other general terms and conditions prescribed by Merchant. If Merchant requires any separate written statement in connection with the Services and/or any other subject matter contained herein, including, but not limited to, a purchase order or supplier registration form, then the parties agree that the terms and conditions contained or referred to therein will not apply between the parties, unless such terms are mutually agreed upon and set out in an addendum to the Agreement and signed by both parties’ authorized signatories. In the event of a conflict between any such separate written statement and the terms of the Agreement, including, but not limited to, these Terms and Conditions, the terms of the Agreement will prevail.

15.6 Interpretation

Wherever the singular is used, the same will be construed as meaning the plural if the context so requires and vice versa. Use of the word “include,” or any variation of include, such as including, or includes, are not limiting. Unless clearly stated otherwise, the words hereunder, herein, hereof, hereto, and similar variations, refer to the entire Agreement and these terms and conditions. The headings contained in the Agreement or these Terms and Conditions are for reference purposes only and will not affect in any way the meaning or interpretation of the relevant clause. Unless otherwise provided herein, references to an agreement, document, law or regulation also refers to and includes all renewals, extensions, modifications, and amendments. References to any article or clause in the Agreement and these Terms and Conditions will, unless clearly stated otherwise, refer to all sub-parts of the article or clause.

AfP Sales Day Payout - Terms of Service

These AfP Sales Day Payout Terms of Service (“Terms of Service”) stipulate a Service whereby Payments.AI will make funds available for successfully processed Transactions into Sub-Merchant Accounts per sales day irrespective of whether the funds are actually received by Payments.AI from the Acquirer or Scheme Owner. Accordingly, as long as Sales Day Payout is activated and subject to the terms of these Terms of Service and the AfP Agreement, Payments.AI will make the relevant daily Transaction volume available into Sub-Merchant Accounts on the agreed Payout Day (as defined below). This is in deviation from Payments.AI’s standard pass-through payout, whereby Payments.AI makes funds available from every individual successfully processed Transaction into Sub-Merchant Accounts if and when the funds have been received by Payments.AI from the relevant Scheme Owner or Acquirer (“Standard Pass-Through Payout”).

Both Sales Day Payout and Standard Pass-Through Payout only relate to the Payout of funds into the relevant Sub-Merchant Accounts. For Payout into an external bank account, a separate Payout instruction should be provided in accordance with the AfP Agreement, provided that for AfP Manage such a Payout instruction may be in the form of an instant automated sweep once settlement has arrived at the Sub-Merchant Account.

These Terms of Service will form a part of the Payments.AI for Platforms agreement between the Marketplace and Payments.AI (“AfP Agreement”) and also automatically apply to any Marketplace Affiliates. Note, your specific Payments.AI for Platforms agreement and customer categorization (i.e. Marketplace) may be referenced by a different but similar name such as AfP Advance agreement, AfP Manage agreement, MarketPay agreement, Payment Facilitator agreement or Platform, Partner, PF, or other similar customer categorization. For the purposes of these Terms of Service all aforementioned categorizations are referenced herein as the AfP Agreement and Marketplace. These Terms of Service will supplement and where relevant replace the related terms in the AfP Agreement.

Payments.AI may update these Terms of Service from time to time to reflect technical developments or other updates to the AfP Sales Day Payout Service. If you wish to be notified of any such updates, you can subscribe to email updates at the bottom of this page. Last updated April 26, 2024.

1. AfP Sales Day Payout Service

1.1 Sales Day Payout Service

“Sales Day Payout” is the allocation of Captured Volume to virtual accounts on the Payments.AI Platform on the Payout Day, in accordance with the terms of these Terms of Service in respect of which:

Note: as a result, the Payout Day for weekend days will be the same day as the Payout Day for the preceding Friday. For example, on T+2 the Payout Day will be Tuesday for the Captured Volume for Friday, Saturday and Sunday

​“Sub-Merchant Account” is the relevant account (virtual account, or if enabled: Payments.AI bank account) of the Sub-Merchant managed by Marketplace on behalf of the Sub-Merchant within the AfP environment on the Payments.AI System.

1.2 Payout Day

Unless otherwise agreed to also base the Payout Day on other factors (such as MCC), the default Payout Day for all Transactions on a Sub-Merchant Account shall be as follows:

T+2 if at least 80% of the Transaction volume on the Merchant Account is processed in (a combination of) AED, AUD, CAD, CHF, CZK, DKK, EUR, GBP, HUF, MXN, NOK, NZD, RON, SEK, or USD and these Transactions are acquired in the country/region of the applicable currency. A full list of then-current standard Sales Day Payout currencies is available upon request.

T+4 If the Merchant Account is used for Acquiring Transactions in Japan (where supported by Payments.AI).

T+3 in all other cases.

Marketplace may request Payments.AI to delay the Payout Day.

1.3 Transitional period (not applicable for new Merchant Accounts)

Marketplace acknowledges that upon activation of Sales Day Payout for an existing Merchant Account, there will be a transitional period (usually the first week) during which funds made available in Sub-Merchant Accounts may still contain Transactions Captured before the activation of Sales Day Payout. On top of the Sales Day Payout report, the original reporting will continue to be provided for those Transactions and funds during the transitional period.

1.4 Payout specification and reporting

Payments.AI will make available to the Sub-Merchant Accounts on the Payout Day an amount equal to the Captured Volume, minus:

a. All amounts for which a Refund was initiated on the Transaction Day; and

b. All Marketplace Fees due in respect of Transactions on the Transaction Day; and

c. The total balance of Chargebacks and Reversals (as defined below) at the Payout Day; and

d. The total balance of other amounts due to be withheld, as instructed by Marketplace on behalf of Sub-Merchants, at the Payout Day (“Other Adjustments”).

​Refunds will be withheld in accordance with the split instructed by Marketplace and Chargebacks will be withheld from amounts made available to the Sub-Merchant.

1.5 Right to switch to Standard Pass-Through Payout

Provided the applicable settlement and/or payout setup allows for it, Marketplace may at any time request Payments.AI to cancel Sales Day Payout and switch to Standard Pass-Through Payout through the Customer Area. Without undue delay after receipt of such request, Payments.AI will switch the relevant Merchant Account(s) to Standard Pass-Through Payout and confirm completion of the switch to Marketplace.

2. AfP Sales Day Payout conditions

2.1 Supported Payment Methods
​2.1.1 Payout through Payments.AI

Payments.AI supports Sales Day Payout only for Payment Methods contracted and settled through Payments.AI (i.e. Payments.AI needs to be in the money flow).

​Payments.AI also supports Sales Day Payout for Payment Methods contracted by Marketplace directly (such as American Express), but where Payments.AI has agreed to provide Payout and reconciliation support. If Marketplace requests activation for such Payment Methods, after approval by Payments.AI:

2.1.2 Exceptional Payment Methods

For certain Payment Methods where the relevant Acquirer or Scheme Owner structurally pays out numerous days later than the Payout Day or settles in an unpredictable manner (“Exceptional Payment Methods”), Sales Day Payout is not available. Funds processed using Exceptional Payment Methods will be made available to Sub-Merchant Accounts through Standard Pass-Through Payout, i.e. if and when the Payout funds are received by Payments.AI from the relevant Scheme Owner or Acquirer.

If Exceptional Payment Methods are processed on the same Merchant Account as supported Payment Methods for Sales Day Payout, the Captured Volume for a Transaction Day will be made available on the Payout Day, while the Exceptional Payment Method Transactions will be made available if and when the Payout funds for the relevant Transaction are received by Payments.AI.

If the Payout speed by the Scheme Owners for a supported Payment Method used by Marketplace deteriorates significantly, Payments.AI may also choose to qualify such Payment Methods as an Exceptional Payment Method by notifying Marketplace.