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MMG

Terms & Conditions

1. Definition

MMG Corporation s.r.o. referenced below as MMG or We.

2. Description of the Services

2.1 PAYMENT PROCESSING

The MMG Services deliver real time or near real time Transaction processing capability over the Internet with a high availability service level applying to the Payment Interface (as set out in clause 6). The MMG Services includes reconciliation services for Transaction Acquired and Settled via MMG, to help match processed Transactions with settlements received from the relevant Acquirers and Scheme Owners. All Card Not Present Transactions shall be submitted to MMG for processing through the Hosted Payment Page as Payment Interface, unless otherwise agreed in the Merchant Agreement. All POS Transactions shall be submitted to MMG to the API by means of an MMG approved POS Terminal, which complies with the requirements set out in clause 4.

If the relevant Acquirer or Scheme Owner settles related funds directly to Merchant (so not via MMG), reconciliation services will not be available unless specifically agreed otherwise in writing by MMG.

The Merchant is obliged to ensure all data that MMG requests to be provided for a Transaction, including those needed for fraud checks, are provided with each Transaction submitted for processing by MMG. If the Merchant fails to provide the requested data with each Transaction, MMG has the right to immediately suspend Transaction processing. MMG may revise the required data needed to process Transactions from time to time by giving notice to the Merchant as needed to be able to process such Transaction and conduct fraud checks.

2.2 MERCHANT REGISTRATION AND KYC CHECK

In order to enable MMG to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC ('Know Your Customer') requirements imposed by the Scheme Owners and Acquirers, Merchant must when entering into the Merchant Agreement and thereafter on MMG's first request, provide information about itself, its activities and its shareholders (the Registration Information). Merchant warrants unconditionally that all Registration Data it provides is correct and up to date.

Merchant will provide MMG with at least three Business Days prior written notice of any change of the Registration Information. Merchant will on first request from MMG provide such additional information and supporting documentation regarding its activities and identity and that of its shareholders as MMG may reasonably determine to need to ensure compliance with applicable laws and regulations and Scheme Owner and Acquirer KYC requirements. Merchant agrees that MMG may run further checks on Merchant's identity, creditworthiness and background by contacting and consulting relevant registries and governmental authorities.

MMG's acceptance of Merchant as user of the Services and the relevant Payment Methods is strictly personal and limited to the use by Merchant of the Services for payment of Merchant's own products and services. Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefor may not resell the Services to third parties.

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

2.3 PAYMENT METHOD AND CURRENCY SUPPORT

MMG will support the Payment Methods and Currencies as specified in the Merchant Agreement, as long as MMG continues to support these in its general product portfolio. In case of: (i) materially different terms imposed by the relevant Scheme Owner or Acquirer; (ii) material malperformance by the relevant Scheme Owner or Acquirer (or reasonable ground for MMG to expect such malperformance); (iii) reasonable grounds to doubt the credit worthiness of the Scheme Owner or Acquirer; or (iv) sharply increased costs for MMG to offer the Payment Method due to new circumstances; then MMG may decide in its reasonable discretion to stop supporting a particular Payment Method or make future support conditional on the acceptance by Merchant of additional conditions or fees. MMG will give at least 1 month written notice of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision. MMG will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.

Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, MMG may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or financial institution offering the Payment Method. Where possible MMG will use its reasonable efforts to give Merchant prior notice of any such change or cancellation with respect to the Payment Methods agreed to be offered under the Merchant Agreement. MMG will on request of Merchant in such case reasonably assist Merchant in finding alternative Payment Methods available to Merchant or manners in which to (re-)gain the approval of the relevant Scheme Owner or Acquirer.

2.4 CARDHOLDER AUTHENTICATION METHODS

For all Transactions processed through the Hosted Payment Pages, 3D Secure authentication will be offered as option to use by the Merchant where supported by the Acquirer and Payment Method used in combination with the then current Software of MMG.

2.5 ACCOUNT HOLDER PAYMENT CURRENCY

MMG will have the right to offer the Account Holder the option to pay in a different currency (the "Payment Currency") than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed in the Merchant Agreement or the Merchant does not make a bank account available for Settlement in the Order Currency).

2.6 FRAUD CONTROL

All Transactions processed by the MMG Services will be screened by the MMG Fraud Control Tool, which performs a number of checks on the Transactions and attaches a resulting total score to each Transaction, which represents the likelihood of the Transaction being fraudulent.

The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent.

MMG reserves the right to change the scoring values of Fraud Control Tool in case MMG in its reasonable discretion on the basis of clear and objective indications judges these to pose an unacceptable risk for accepting fraudulent Transactions or creating increased Chargeback levels. Furthermore, MMG has the right to add new checks to the Fraud Control Tool or change existing checks without prior notice.

For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. MMG reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.

2.7 CAPTURES

For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Account Holder indeed has an Account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation gives the Merchant some additional assurance that when Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or Chargedback). The Merchant is responsible for Capturing Transactions; this can be realised via the Customer Area or the API. Merchant understands that Authorised Transactions have a limited maximum Capture Period in which they can be Captured which is set by the Issuing Bank or the relevant Scheme Owner. Beyond the applicable Capture Period, the additional assurance granted by the prior Authorisation is no longer valid, increasing the chances of the Capture not leading to a successful Settlement of the related payment. It is Merchant's responsibility to Capture Authorised Transactions in the Capture period. Merchant should generally take into account that the Capture Period can be as short as 5 days after Authorisation.

2.8 SETTLEMENTS

Subject to the Merchant Deposit being at the applicable Deposit Level, funds from the Account Holders charged for the validly processed Transactions of the Merchant which are Acquired via MMG are settled by the Acquirer or the Scheme Owner to MMG, who will Settle received funds to Merchant, on average ones or twice per week depending on the agreement.

MMG is only obliged to provide Settlement of Transactions for which MMG has received settlement(s) by the Acquirer or the Scheme Owner. It is Merchant's responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time via the Customer Area and/or by the Scheme Owners themselves via their websites and other communication channels to the Merchant) are acceptable to the Merchant.

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

MMG reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by MMG and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of MMG's investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. Merchant will give its full co-operation to any such investigation.

No interest will be due over amounts held by MMG on behalf of Merchant prior to Settlement to the Merchant.

2.9 REQUIRED DATA

Merchant shall from time to time on the first request of MMG provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authentication and the related Delivery Date. Further Merchant shall provide MMG on its first request with all requested information on Merchant's then current ability to provide the Merchant Products and Services, its financial status, solvability and liquidity.

This information is used by MMG to estimate the likely Uncompleted Order Amount as used to determine the Deposit Level as per clause 3.4. In case MMG has reasonable grounds to question (I) the accuracy or reliability of the information regarding Delivery Dates and/or (ii) Merchant's financial stability and/or (iii) its ability to provide the Merchant Product and/or the Merchant Services to the Account Holders, MMG may in its discretion take this into account in estimating the Uncompleted Order Amount for setting the Deposit Level. MMG will not take such action arbitrarily and will where reasonably possible (considering the grounds and urgency of the adjustment) request and consider Merchant's input on MMG's amended assessment of the Uncompleted Order Amount before using it to amend the Deposit Level.

2.10 MERCHANT OBLIGATIONS AND RESTRICTIONS

Merchant may only use the Services for payment of those Merchant Products and Services which Merchant registered for when entering into the Merchant Agreement with MMG as reflected in the Merchant Agreement. The acceptance by MMG of Merchant as customer is strictly linked to the description of Merchant's Products and Services Merchant registered for when entering into the Merchant Agreement. Merchant must ask prior written approval for any change or addition to the Merchant's Products and Services prior to submitting payment requests therefor.

The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services where it is illegal to offer or provide these to or from the relevant country and/or which are stated in MMG's Prohibited and Restricted Products and Services List. Merchant may obtain a written waiver for Products and Services in the 'restricted' section of this list, but such waiver may be revoked by MMG in its discretion. This list may be updated in MMG's discretion where needed to ensure legal compliance, compliance to Scheme Rules, prevent high levels of Chargebacks, reputational risks and/or to reduce exposure to potentially fraudulent or illegal transactions. Where a change in restricted Products and Service list affects a significant portion of the Merchant's Product or Services, Merchant may terminate the Merchant Agreement by giving written notice to MMG.

MMG's acceptance of Merchant as customer should not be interpreted as an advice or opinion of MMG as to the legality of Merchant's Products and Services and/or of Merchant's intended use of the Services therefore. Merchant is and remains solely responsible to ensure the Merchant Products and Services sold are compliant with the Scheme Rules and applicable laws in its country of origin and the countries it customers are based in. Further some Payment Methods apply additional restrictions as set out in the applicable Scheme Rules which Merchant must at all times ensure compliance with.

The Services of MMG may not be used (and Transactions may not be submitted for processing) for prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 12 months after the date the Transaction is submitted for processing.

For E-commerce Transactions, Merchant is obliged to provide on its web site the following information to an Account Holder for every Transaction: 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 consumer data protection policy and all other legally required information to be provided to the Account Holder in the relevant jurisdiction.

The Merchants must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of the Merchant Product and Services for the greater of (i)2 years subsequent to the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product and Services. The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Product and Services and all contacts with the Account Holder. In case of investigations by MMG, the Acquirers and/or the Scheme Owners with respect to Chargebacks, suspected fraud or other RFI's from the Scheme Owners, Merchant will fully co-operate in the auditing of such records. Merchant's obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.

Merchant shall not honour delivery address changes for any Transaction after requesting the Authorisation.

2.11 WARNING – FINES SCHEME OWNERS

For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant Fines, ranging from 25.000 euro to over 1 million euro. The Scheme Owners do this to protect the Account Holders, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to such Fines: (I) using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorisation to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating applicable laws; (iii) using the Payment Method for selling Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, drugs, arms, gambling); (iv) Using the Payment Method for the benefit of a third party / reselling the use of the Payment Method to a third party (the authorisation for Merchant to use a Payment Method is strictly personal); (v) percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (see clause 7.1 for more information on this); (vi) breaches of security and confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.2 for more information on this); (vii) fraudulent, misleading activities of which Account Holders are the victim.

Merchant is strongly advised to regularly review the then current Scheme Rules and relevant changes to applicable laws as applicable to its Merchant Products and Services and business practices to ensure their compliance to applicable Scheme Rules. MMG assists Merchant in this by providing access to and summaries of applicable Scheme Rules when possible. Where Merchant finds the Scheme Rules (including Fine possibility) to be unacceptable, Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant).

Where MMG becomes aware of and/or received any notice of a potential exposure to a Fine related to any Merchant behaviour, Merchant will on first request provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of MMG in such situation as per the MMG Terms and Conditions. Where possible MMG will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner. If Fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Acquirer to MMG as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and hold MMG harmless from any Fines applied by the Scheme Owners as a result of Merchant's breach of the terms of the Merchant Agreement and/or the Scheme Rules.

3. Pricing and Invoicing

3.1 INVOICING

MMG will invoice the Merchant where applicable for the Services rendered. Invoices provide an overview of (I) the Transaction Fees and other costs and fees due for the past month, calculated on the basis of last month's Transaction volume, (ii) an overview of the Transaction Fees and other fees already withheld from the Settlements and (iii) where relevant the remaining amount due or credited to the Merchant. Amounts due or credited are subsequently added to or subtracted from the next Settlement to the Merchant or in absence of a next Settlement are payable or credited as applicable within 30 days of the invoice date. The invoice currency will be Euro (EUR) unless expressly otherwise agreed in writing.

MMG provides electronic invoices as standard. Printed invoices or statements can be requested for subsequent invoices if applicable.

3.2 PRICING

MMG shall be unilaterally entitled to raise the prices for its Services, with one (1) month prior notice. Said price increases shall only become effective for the Services rendered by MMG starting at the end of the notice period. The Merchant may, however, during the 1 month notice period, cancel the Merchant Agreement with MMG for which the price increase is applicable by providing written notice to MMG per the end of the 1 month notice period.

For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Acquirers or Scheme Owners for the use of their Payment Methods where such fees are not included in the fees charged by MMG (e.g. in case the Interchange Fee is increased by the relevant Scheme Owner or Acquirer where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.

3.3 INFLATION

MMG shall be entitled to change its prices to adjust for inflation with as maximum last year's published Inflation. Said price change may be applied by MMG only once annually and will be announced at least one month in advance. For an increase under this clause 3.3 the termination right referred to in clause 3.2 does not apply.

3.4 DEPOSIT LEVEL CALCULATION

MMG shall set the Deposit Level to be applied by MMG to account for and cover for the potential indebtedness of Merchant for fees, Fines and Chargebacks payable from Merchant to MMG, based on MMG's reasonably assessed then current estimate of the Uncompleted Order Amount, potential Fine exposure and other potential liabilities. MMG has the right to adjust the Deposit Level in its discretion from time-to-time to bring it in line with its then current estimates. Upon Merchant's first request MMG will inform Merchant of the information, estimations and assumptions and calculations used by MMG to establish the then current Deposit Level.

3.5 DEPOSIT RESERVATION

The initial Deposit Level will be set by MMG on the basis of the information provided by Merchant regarding its anticipated initial use of the Services when entering into the Merchant Agreement. Merchant must transfer the Initial Deposit to the account of MMG before it may start using the Services for commercial (so non-testing) purposes.

MMG shall subsequently keep the Deposit at the Deposit Level by deducting funds from or adding funds to each Settlement. If at any point in time the Deposit drops below the then current Deposit level, MMG may require Merchant to immediately transfer such funds to the account of MMG as is necessary to bring the Deposit in line with the then current Deposit Level.

After termination of the Merchant Agreement or after processing of Transactions is stopped, the Deposit shall be released by MMG in monthly steps to the Merchant to account for the decrease in Uncompleted Order Amount, fraud exposure and/or Fine exposure until the full Deposit is released to the Merchant or where applicable, in part or in whole applied by MMG to pay for Chargebacks, cover Fines or fraud claims or pay for unpaid MMG fees due by Merchant. The Deposit will as standard be fully released to the Merchant 180 days after processing of Transactions for Merchant has stopped unless specifically identified potential liabilities still exist at that point in time.

3.6 MSC CALCULATION

For the Blend Fee pricing structure, Merchant acknowledges that the underlying Interchange Fee is calculated by MMG based on Traffic characteristics provided by the Merchant and documented in the Merchant Agreement when agreeing the Blend Fee. If the actual Traffic differs materially from the figures provided by the Merchant, MMG has the right to proportionally adjust the Blend Fee per direct, based on the actual then current Traffic characteristics. Reason for this is that certain types of Transactions (e.g. Transactions made with Credit Cards issued outside Europe for transactions with European Merchants) are charged at higher rates by the Card Schemes than similar Transactions with European issued Cards).

For the Interchange Plus pricing structure, Merchant acknowledges that the actual MSC is calculated by MMG based on the actual then current Interchange Fee per Transaction attracted by that Transaction, according to Card Scheme Interchange pricing which varies from time to time. The then current Card Scheme Interchange pricing level is published by the Card Schemes.

3.7 PAYMENT

Merchant agrees with the withholding of any fees and other sums due to MMG under the Merchant Agreement including Chargebacks and Fines from the Settlement amounts and including funds required to meet the then current Deposit Level requirements. If the Settlement amounts are not sufficient to cover amounts due to MMG, the amounts remain due as per the due date and shall be paid separately by the Merchant within 30 days of the date of the relevant invoice.

Specifically, MMG reserve the right at any time to require immediate payment of sums (or withhold from Settlements) in the following cases:

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

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

Any other charges or amounts due by Merchant under this Agreement including Fines from the Card Schemes.

Interest shall accrue on any unpaid amounts owned by the Merchant to MMG at the rate of 1% per month.

3.8 TAXES

All fees of MMG are excluding applicable VAT, turnover and other taxes or levies which will be separately payable by Merchant where applicable to invoiced amounts or services.

4. Integration

4.1 HOSTED PAYMENT PAGES

The Services shall be used by the Merchant for Card Not Present Transactions via the Hosted Payment Pages unless agreed otherwise in the Merchant Agreement. The Merchant redirects the Account Holder to the secured Hosted Payment Page of MMG. The Hosted Payment Pages can be tailored on some points by the Merchant by using the standard 'skin' options embedded therein.

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

4.2 API INTERFACE

(The following is only applicable for Merchants with which MMG expressly agreed to provide a Payment Interface via the API method for Card Not Present Transactions.)

Connections to the API interface are made with calls using HTTPS. Authentication is performed via a combination of a secret key, IP and/or client certificate checks.

If Merchant does not activate 3D-Secure for Transactions offered via the API interface where such option is available, Merchant understands that a higher Interchange Rate may be applied by the Card Schemes / Acquirers and other restrictions may be applied by the Card Schemes / Acquirers.

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

4.3 MERCHANT EQUIPMENT AND SOFTWARE / POS TERMINALS

The Merchant shall be solely responsible for the installation, servicing, maintenance, security and operation of the equipment and software needed to connect to the Payment Interface and submit Transactions for processing by MMG. MMG provides standard software modules and installation guides to the Merchant to help enable the connection to the Payment Interface and may provide software tooling to interact with POS Terminals provided or approved by MMG to connect to the API. MMG shall ensure its input is provided in a professional manner, but Merchant remains responsible to ensure the correct implementation and use of the Services in its own systems in accordance with the then current installation and usage instructions and software updates provided by MMG.

Merchant may only submit POS Transactions to MMG if this is explicitly agreed in the Merchant Agreement. Merchant may only submit POS Transactions for processing using POS Terminals approved by MMG for such purpose from time to time, adhering strictly to any then current usage instructions as issued by MMG, including by updating the software embedded on the POS Terminal with software updates made available by MMG.

Where a POS Terminal is provided by MMG or recommended for use by Merchant in combination with a third party device like a tablet, I-pad, cash register etc., a "Third Party Device", Merchant must install the then current version of the software and related updates issued by MMG for such Third Party Device on such Third Party Device. MMG is not responsible or liable with respect to the proper functioning of the Third Party Device and use of such third party device will be subject to license and usage terms imposed by the relevant third party providers of such Third Party Device.

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

4.4 HARDWARE WARRANTY POS TERMINALS PROVIDED BY MMG

Each POS Terminal is provided by MMG with a four months limited hardware warranty, which starts on the day the POS Terminal is made available to Merchant. The hardware warranty solely entitles Merchant to the free reparation or replacement of an MMG provided POS Terminal which through a defect in the POS Terminal cannot be used to submit Transactions to MMG. In order to claim the reparation or replacement of a defective POS Terminal under the hardware warranty, Merchant must contact the MMG Merchant Services prior to the expiry of the term of the hardware warranty and obtain a return address to send the defective POS Terminal to, together with a filled out hardware claim form as provided to Merchant by MMG for such purpose.

The hardware warranty does not apply in case: (i) the defect is caused by any undue external influence (e.g. contact with water, extreme temperatures, dropping the device etc.); (ii) the defect is caused by any (attempt to) open, change, repair or add to the POS Terminal by parties other than MMG or approved by MMG in writing; (iii) the defect is caused by use contrary to the operating instructions in the then current usage guides and operating instructions issued by MMG for such POS Terminal via the Customer Area; (iv) the defect is caused by use of the POS Terminal in combination with any third party software or device other than the then current MMG approved versions of Third Party Devices, using then current approved versions of MMG released software applications for the relevant Third Party Device.

Any discontinued approval by MMG for connection to the API by means of a type of POS Terminal provided or previously approved by MMG, will where reasonably possible be announced at least 3 months in advance by MMG. MMG will use commercially reasonable efforts to continue to support a specific model of POS Terminal it previously provided to Merchant for at least 2 years from the date it is made available for use by Merchant. MMG reserves the right to apply a shorter notice period where reasonably deemed necessary: (I) to comply with new Scheme Owner requirements; (ii) to comply with changes in applicable laws; or (iii) to address an imminent security threat identified by MMG. If MMG discontinues support of a previously provided POS Terminal during the applicable hardware warranty period as specified in this clause 4, MMG will on Merchant's request replace such POS Terminal at no additional charge.

4.5 MERCHANT INTEGRATION RESPONSIBILITY

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

4.6 DEFENSIVE PROGRAMMING

MMG strongly advises to use "defensive programming" when integrating with the MMG Services. This implies for example that automated decisions programmed into the systems of Merchant should be defaulted to non-delivery of products and services. E.g. program your systems only to deliver products or services after receiving an express authorization of the payment requested and not program you system to deliver in case no explicit rejection is received.

4.7 MEANING OF PAYMENT STATUS "AUTHORISED"

If a payment request receives the status "Authorised" (or similarly worded status), this means the payment transaction is likely to be successful. However, this is not 100% certain. Payment may still be blocked or Chargedback by the Account Holder (where Chargeback is possible under the relevant Scheme Rules). The likelihood of a payment marked as "Authorised" being blocked or unsuccessful depends on the Payment Method which is used. For example for direct debit transactions this risk is significant because in most cases the status "Authorised" only means the bank account exists and not that there are enough funds on the bank account to actually perform the payment.

4.8 CHANGES TO SOFTWARE

MMG reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by MMG which materially reduce functionality of the Services which was explicitly committed to be provided under the Merchant Agreement, except where this is made necessary by: (I) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) need for increased security due to security risks identified by MMG (iv) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the Agreement by giving written notice to MMG within one month after MMG announced the change.

MMG will announce material changes to the API Interface for the Merchant where reasonably possible at least 1 months in advance to allow Merchant to prepare for any impact. MMG endeavours to minimise changes to the API Interface. Shorter notice periods may have to be made to comply with applicable laws, changes in requirements from Acquirers or Scheme Owners or the need for increased security due to security risks identified by MMG.

4.9 SECURITY OF PAYMENT DETAILS

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

5. Customer Support

Regular support is available by email, or telephone on Business Days on Working Hours. Emergency support is provided 24 hour per day. Supported helpdesk languages are English and Dutch. Support documentation is available in English.

6. Service Level Agreement

6.1 UPTIME COMMITMENT PAYMENT INTERFACE

MMG commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.9% (measured on a quarterly basis) of the Payment Interface, to receive Transaction requests, excluding from uptime calculation down time of the Payment Interface caused by acts or omissions of Merchant, Acquirers or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately notify MMG of any downtime of the Payment Interface which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.

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

6.2 SECURITY AND COMPLIANCY

MMG takes reasonable measures to provide a secure payment system and shall keep its systems used to provide the Services PCI-DSS certified.

6.3 BACKOFFICE MAINTENANCE

In case of a planned maintenance to the back office of MMG's payment processing system (the Merchant Area). The Merchant Area may be temporarily not available during planned maintenance. As specified in clause 6.1 back-office maintenance will only in exceptional circumstances affect the availability of the Payment Interface for accepting Transactions.

7. Chargebacks and Refunds

7.1 CHARGEBACK LIABILITY

Many Scheme Owners, and in particular including most Scheme Owners issuing Credit Cards allow Account Holders to Chargeback Authorised and Settled Transactions by requesting a Chargeback from the Scheme Owner or the Issuing Bank. Merchant's receipt of a Settlement and/or Authorisation confirmation regarding a particular Transaction therefore does not unconditionally entitle Merchant to receive Settlement of the Transaction amount or to keep the Settled amount as in case the Account Holder claims a Chargeback in accordance with the relevant Scheme Rules, Merchant loses entitlement for the relevant amount and must return it via MMG to the Account Holder. Please check the relevant Scheme Rules to see which Payment Methods allow Chargebacks and what procedures apply.

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

In general Merchant should take into account that a Chargeback level of more than 1.0% of the total volume of Transactions which is Authorised, is considered unacceptable for MMG and most Scheme Owners and can lead to suspension of Transaction processing for the relevant Payment Method and/or Fines being applied (for which Merchant will be responsible). For some Payment Methods higher or lower tolerances for Chargebacks levels may apply. Please note that the relevant Scheme Owner, Acquirer and/or MMG not taking immediate action in case of excessive Chargeback levels occurring cannot be interpreted as consent or a waiver of related rights by MMG, the relevant Acquirer or Scheme Owner.

Merchant may not provide Refunds to an Account Holder for a previously processed Transaction using a different Payment Method than the method used for the original Transaction. The original Transaction can in such case still be Chargedback by the Account Holder or Issuer, causing the Merchant having to refund the received funds twice. This is a well-known method to make fraudulent use of stolen Credit Cards at the expense of Merchants!

In case MMG has reasons to suspect that Merchant is not delivering its Merchant Services or Merchant Product on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if MMG has reason to suspect that the Merchant Products or Merchant Services for which MMG processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal, MMG has the right to suspend Settlement of all related Transactions and/or block Authorisations therefor until MMG has been given assurances to its satisfaction that the relevant Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the Account Holder.

7.2 CHARGEBACK LETTER FEE

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

7.3 CHARGEBACK PAYMENT

For every Chargeback where MMG is obliged to pay the Chargeback amount, the same amount will be deducted from the Merchant Settlements or where the Settlement amount is too low, from the Deposit.

7.4 CHARGEBACK PERIOD

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

7.5 REFUND CHARGES

Refunds will be charged as a Transaction by MMG and a Refund fee will be applied by MMG, if manual intervention is need or additional costs are incurred by MMG to process such Refund, an extra charge can be applied.

MMG will not execute a Refund (meaning the relevant sum will not be returned by MMG to the relevant Account Holder, directly or via the relevant Acquirer / Scheme Owner) in case the funds for this cannot be subtracted from the next Settlement. Refunds are not funded by MMG from the Deposit (as the Deposit is not calculated taking Refunds into account) or funded from its own means. On Merchant's request an additional deposit specifically for funding Refunds may be created with MMG to ensure the immediate execution of Refunds, irrespective of then current Settlement amounts.

7.6 NO REFUND OF FEES

Fees charged for executing the original Transaction will not be refunded in part or in whole to the Merchant if the Transaction is Refunded or made subject to a Chargeback.

8. Property Rights

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

9. Confidentiality, Privacy and Compliance

9.1 CONFIDENTIALITY

All information relating to the Merchant or to MMG and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content, is considered "Confidential Information". Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Merchant Agreement and any information provided by MMG on its Services (including communications from MMG's support functions) are Confidential Information.

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

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

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

The obligation to maintain confidentiality does not apply to information:

available to the general public;

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

already in the possession of or known to one of the parties at the time of disclosure;

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

if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.

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

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

all financial data;

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

all user manuals, guides and any Software relating to MMG's products and services.

9.2 PRIVACY

Where MMG process personal data while performing the Services they will act as data processor under the direction and responsibility of the Merchant in accordance with EU Privacy Directive 95/46 and the implementation thereof in the Czech privacy laws. Merchant will comply with the personal data protection laws of the Merchant's country of origin and of those countries in which the Merchant offers its goods and/or services from time to time, in particular when processing and sending personal data to MMG in the context of using the Services and submitting transactions. Both MMG and Merchant shall implement appropriate technical and organisational measures to protect personal data against misuse.

9.4 COMPLIANCE

The Merchant's use of the Hosted Payment Page is PCI compliant under MMG's PCI DSS certification for the Hosted Payment Pages subject to Merchant complying to these MMG Terms and Conditions.

10. Duration and Cancellation

10.1 DURATION

Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until it is terminated by either party by giving at least two (2) months' written notice to the other party.

10.2 TERMINATION

Merchant has the right to terminate the Merchant Agreement immediately if:

The Service availability in any given month is less than 90%; and/or

The SLA commitments in clause 6 are not met during two consecutive quarters.

MMG has the right to terminate the Merchant Agreement and/or stop processing or Settlement of Transactions for Merchant immediately in part or in whole if:

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

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

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

An Acquirer or Scheme Owner demands MMG to terminate or suspend providing Services to Merchant with respect to Payment Methods made available by such Acquirer or Scheme Owner to MMG; or

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

11. Liability

11.1 NO LIABILITY FOR SCHEME OWNERS AND THIRD PARTY ACQUIRERS

MMG shall only be liable for its own acts of omissions and not for acts or omissions of third parties. This expressly excludes liability of MMG for acts or omissions of Scheme Owners and Acquirers or for events or activities originating outside the systems of MMG (such as internet disturbances or malfunctions in third party systems).

11.2 EXCLUSION MMG LIABILITY

The only responsibility MMG will have towards the Merchant under any circumstance is to Settle funds to the Merchant which MMG receives for Settlement to such Merchant, subject to the terms and conditions with respect to such Settlement as set out in these Terms and Conditions. In no event will MMG incur any liability towards the Merchant for any damage or loss incurred in connection with its use of the Services and/or due to any act or omission by MMG.

11.3 LIMITATION OF LIABILITY

The total liability of MMG under the Merchant 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 the Merchant to MMG during the previous full calendar year (or if no Services were provided in the previous calendar year, the total Processing Fees paid in the initial 12 months of the term of the Merchant Agreement).

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

Neither MGG nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for intent, gross negligence, death, fraud or personal injury.

12 Indemnification and Fines

If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting that these third parties are the owner of any rights regarding the Software and/or systems of MMG, MMG shall indemnify Merchant without delay from these third-party claims, including Merchants reasonable costs of its legal defence, and offer Merchant the necessary assistance in its legal defence.

Merchant shall indemnify and hold MMG harmless from any claim (including legal fees) brought against MMG by any third party (expressly including Scheme Owners and Acquirers and their claims for payments of Fines) as a result of Merchants' breach of the terms of the Merchant Agreement, applicable laws and/or the Scheme Rules applying to the Payment Methods used by Merchant.

13. General Provisions

13.1 TRANSFER

MMG shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the MMG group, (i.e., a company with at least 50% the same shareholders), without the prior consent of the Merchant by providing written notice to Merchant of such transfer.

13.2 NULL PROVISIONS

In the event that any provision in the Merchant Agreement (including the MMG Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including the MMG Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.

13.3 ENTIRE AGREEMENT

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

13.4 USE OF NAME OF THE PARTIES

The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by MMG on the MMG client list on its website and in its sales materials. MMG shall be entitled to use said list freely in its commercial efforts. Any other use of Merchant's name, logo or information shall only occur with Merchant's prior written approval which Merchant may withhold in its discretion.

The Merchant may on its website in the section "frequently asked questions", or in a similar informational section on its website, refer to MMG as its payment service provider, explaining that this is the reason why the name MMG may appear on bank statements of the customer. Merchant may also include an internet link to the website of MMG in such context. Merchant may not mention MMG on the home page of its website in any situation. Merchant must in each case also clearly state that customers of Merchant should not contact MMG for support or questions regarding payments processed by MMG for Merchant. Merchant may not use the logo of MMG anywhere on its website without the prior express written approval of MMG, which MMG may refuse or withdraw in its discretion.

13.5 CHANGES TO THE TERMS AND CONDITIONS

MMG may revise the MMG Terms and Conditions from time to time. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection to MMG within thirty days after receiving notice of the change. If MMG receives such notice, MMG will contact Merchant to discuss the objections of the Merchant. If the Merchant continues to refuse to accept the change and MMG refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to MMG (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which MMG implements in order to comply with applicable law or requirements imposed by the relevant Acquirers and/or Scheme Owners. For such imposed changes shorter notice periods may be applied by MMG as is needed to comply with the relevant requirement.

13.6 DEVIATING TERMS

The applicability of Merchant's purchasing or other general terms and conditions is expressly rejected. If Merchant accepts a proposal made by MMG (including a proposed Merchant Agreement) by issuing a separate written statement - for example a purchase order - which refers the proposal and/or the Merchant Agreement, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by an MMG board member. In any case the terms of the Merchant Agreement as proposed by MMG, including the MMG Terms and Conditions shall take precedence over any terms and conditions contained or referred to in in any such acceptance document from Merchant.

13.7 ONLINE CONTRACTING – WRITTEN CONFIRMATION

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

14. Settlement of Disputes

14.1 DISPUTE HANDLING

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Agreement. This Article 14.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.

14.2 APPLICABLE LAW AND JURISDICTION

The Merchant Agreement and these terms and conditions are solely governed by Czech law excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Merchant Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Prague the Czech Republic.