These Merchant Services Terms (the “Terms“) are published by Paydo EU Ltd, a company incorporated under the laws of Malta, with registration number C 109162, whose registered office is at 6 Market Street, Level 3, Floriana FRN 1082, Malta (hereinafter referred to as “PayDo“), and govern the provision of the Services described herein to any legal entity wishing to receive such Services.

These Terms are published on the PayDo Website and are effective as of the date written above. PayDo reserves the right to amend these Terms from time to time in accordance with clause 13.13 hereof. The current version of these Terms is always available on the PayDo Website.

PayDo is a licensed Financial Institution authorised and regulated by the Malta Financial Services Authority (MFSA) in Malta, duly authorised to provide payment services, including payment acquiring and alternative payment method processing services, in the EU and in other jurisdictions in accordance with applicable law.

PayDo offers, as part of its licensed payment services, a checkout solution which enables merchants to accept online payments from their customers for goods and services offered through the merchant’s website(s) and application(s), including through card-based transactions and transactions initiated via Payment Methods, by means of a hosted payment page and related processing infrastructure made available by PayDo.

In order to be eligible to use the Services in accordance with these Terms, the Client must have an active PayDo account.

For the purposes of these Terms, “Client” means any legal entity that has executed Annex 1 (Fees and Terms) and thereby agreed to be bound by these Terms. Prior to execution of Annex 1, a prospective Client may be required to confirm its review of these Terms through the PayDo Website interface, which shall constitute an acknowledgment of review only and not acceptance of these Terms. The Client undertakes to comply with any Legal & Policies documents provisions on PayDo Website.

These Terms become binding on a specific Client and Services commence in accordance with Section 13.12 hereof.

1. Definitions and Interpretation

1. In these Terms, the following terms shall have the following meanings:

1. “3D Secure” means special security process consisting of “MasterCard SecureCode” for MasterCard and Maestro, “Verified by Visa” for Visa, J/Secure for JCB and other similar guidelines and processes, as these may change from time to time (e.g. 3D2).
2. “Terms” means these terms and the incorporated recitals, schedules, appendices, annexes and exhibits.
3. “Applicable Law” means all laws; statutes; regulations; rules; codes; directives and ordinances of regulators, authorities, courts and government bodies having jurisdiction over a Party and/or the subject matter, including but not limited to anti-money laundering and terrorist financing regulations, anti-bribery laws, consumer protection laws in particular but without limitation the provisions governing distance selling and electronic business, consumer credit laws and Data Protection Laws, all of the above to the extent applicable to a Party, to the performance or business of that Party or to the services provided by or on behalf of that Party.
4. “Assessment” means any and all assessments, fees, fines, penalties or charges (may be titled ‘filing fee’, ‘administrative fee’, ‘technical fee’, ‘review fee’, ‘arbitration decision’ or otherwise) assessed or imposed by PayDo on Client or directly or indirectly by Card Schemes/Payment Schemes or regulators, authorities, courts or government bodies on PayDo or on Client through PayDo, as a result of the Client’s failure to comply with the provisions of these Terms, the Rules or Applicable Law including but not limited to Client’s actions, omissions and use of the Services. Assessments may be applied directly on Client or indirectly by being applied on PayDo through the acquiring or processing chain.
5. “Authorization” means the issuance of a request to charge a Card to the respective Card Scheme, Card Issuer and the subsequent approval (or decline) of a Transaction by the respective Card Scheme, Card Issuer.
6. “Card(s)” means a credit, debit, pre-paid, charge or purchase or other card in either physical or virtual form issued by a Card issuer a member of a Card Scheme and any other cards which PayDo is able and has agreed to process (as notified by PayDo to the Client from time to time).
7. “Cardholder” means (i) the person to whom the Card is issued and whose name is embossed or imprinted on the face of the Card, and (ii) is the authorized lawful user of a Card.
8. “Card Scheme” means Visa, MasterCard which govern the issuance and use of Cards. PayDo will notify the Client from time to time of the supported Card Schemes and the respective terms and conditions. Each a “Card Scheme”; jointly and severally “Card Schemes”.
9. “Chargeback” means any direct or indirect dispute, reversal or debit of a Transaction by an Cardholder, Card Scheme, because of such Transaction being invalid, disputed, unauthorized (or there are grounds to believe it was not authorized), suspicious, the goods or services were not delivered at all or as agreed, or otherwise for any reason. Chargebacks can be procedural or substantive.
10. “Confidential Information” means all confidential or proprietary information of a party, designated as such or which is reasonably expected to be treated in a confidential manner, whether in written, oral, electronic or other form, including without limitation any information of a technical, business or other nature including without limitation the existence and the content of business and contractual relations between the Parties and any and all intellectual property, trade secrets, techniques, know-how, inventions, technology, systems, software, designs, drawings, specifications, documentation, diagrams, economic and financial information and analyses, processes and procedures including but not limited to security procedures, sales and marketing techniques plans and materials, price lists and pricing policies. Confidential Information shall also include all personal, confidential or proprietary information of third parties (investors, partners, vendors, customers, consumers, employees etc.) including such third parties’ names and means of identification. For the purpose of this definition, Confidential Information of other clients, Card Schemes and service providers used in the provision of Services are considered as PayDo Confidential Information.
11. “Data Protection Laws” shall have the meaning set forth in Schedule 3 (Data Protection).
12. “Deductions” shall have the meaning set forth in Schedule 1.
13. “Cardholder Data” means any data which relates to a Cardholder, including names, addresses and financial details.
14. “Fees” shall have the meaning as in Section 3 (Fees).
15. “Force Majeure” means, in relation to either Party, any event or circumstances beyond the reasonable control of that Party including (without limitation) any acts of God, storm, earthquake, fire, flood, war, industrial action, vandalism, non-availability of any part of the network, governmental action, inclement weather conditions, atmospheric conditions and other causes of radio interference, failure or shortage of power or fuel supplies, and the acts or omissions or service failures of communications operators or internet service providers or other third parties.
16. “Issuer Institution” means the third-party financial institution that acts as an issuer of Cards under the Rules.
17. “Marks” mean brands, names, logos, trademarks, trade names or service marks.
18. “Payment Account” means an account designated by the Client which PayDo may credit with Remittances or debit as the case may be.
19. “Payment Scheme” means a set of standardised rules, technical standards and operational procedures (other than a Card Scheme) established and governed by a Payment Scheme Operator, within the framework of which one or more Payment Methods are made available for the processing of payment transactions. Supported Payment Schemes are made available by PayDo and may be updated by PayDo from time to time upon reasonable notice to the Merchant.
20. “Payment Scheme Operator” means the entity responsible for establishing, operating and maintaining a Payment Scheme and setting the rules applicable to participants therein.
21. “Payment Method” means a payment instrument or service (other than a Card) used by a Payer to initiate a payment transaction, including but not limited to bank transfers, digital wallets, open banking payment initiation services, and local or regional payment instruments, as made available and supported by PayDo from time to time.
22. “Payment Data” means Cardholder’s data necessary for the processing of the Transaction including, without limitation, Card number.
23. “PCI-DSS” means Payment Card Industry Data Security Standards as released from time to time by the Security Standards Council.
24. “Personal Data” shall have the meaning set forth in Schedule 3 (Data Protection).
25. “Parties” means PayDo and the Client or the “Party” means either PayDo or the Client singularly.
26.  “Payer” means a person buying Client’s goods and/or services and making a payment for such goods and/or services via the Website of the Client and who provided their consent for payment initiation as applicable;
27. “PayDo Website” means www.paydo.com, including its sub-domains.
28. “Platform” means jointly and severally the technology, hardware and software upon and in conjunction with which the Services are provided, code or software (payment page, SDK, API etc.) which may be provided to the Client or for the Client’s use under these Terms, any web interface to the Services and to PayDo online systems, and any work products created and/or delivered and related documentation in connection with these Terms.
29. “Refund” means a refund, return or credit of an amount to an Cardholder‘s Card or the reversal of a payment effected, in each case pursuant to a request or instruction from the Client;
30. “Rules” means all current and future by-laws, rules, regulations, policies, procedures and guidelines issued by the respective Card Schemes/Payment Schemes and any other relevant payment provider and where applicable will include any direct engagement between Client and such entities.
31. “Services” means any of the Services which are set forth in Section 2.2 of these Terms or any additional services as shall be mutually agreed by the Client and PayDo from time to time.
32. “Merchant Application” means the application submitted by the Client to PayDo seeking authorisation from PayDo to utilise PayDo Services within the specified Website.
33. “Merchant Account” means the payment account, opened by PayDo for Client for the purposes of settlement of funds, collected through the Services.
34. “Transaction” means any payment or refund made by the use of a Card or its unique identifier (e.g. Card number or otherwise) to debit or credit the Cardholder’s account with the respective Issuer Institution, and any process undertaken by PayDo or the respective Card Scheme/Payment Scheme following a request from the Client to collect any payment from the Cardholder on the Client’s behalf or perform any related action in relation to any of these activities.
35. “Website(s)” means a website(s) or an application(s) operated by the Client through which the Client offers its goods or services, and which is (are) approved by PayDo following the Merchant Application.
    

2. Supply of Services

1. The Client orders the Services as described in these Terms from PayDo. Services shall be provided by PayDo in its sole discretion with respect to each Card Scheme and Payment Schemes with which and for as long as PayDo has an agreement and the Parties have signed the respective pricing and terms and conditions as set forth in Annex 1 to these Terms. The form of Service and contractual structure and provisions may vary as shall be further provided in Annex 1. Services and rights of use are provided strictly to the Client.
2. In consideration of the Fees and subject to the Client’s compliance with the provisions of these Terms, the Client orders and PayDo shall provide the Client with the following Services:

1. Acquiring and processing card-based Transactions and transactions initiated via Payment Methods, and effecting Remittance in respect thereof, as detailed and subject to the terms and conditions of Schedule 1 and Annex 1 of these Terms;
2. Access to online information and actions interface forming part of the Platform.

3. PayDo shall use commercially reasonable efforts to ensure continuity and availability of the Services, subject to the provisions of these Terms, including Section 2.4, and any requirements imposed by applicable Card Schemes, Payment Schemes, or regulatory authorities. 
4. Without derogating from any other right available to PayDo under these Terms, Applicable Law or otherwise, it is agreed that PayDo has the right, in its sole discretion, to suspend processing in any jurisdiction at any time and for any period of time on the basis of risk management considerations or where required in compliance with any Applicable Law or for any other reason. PayDo shall use best commercial efforts to provide a prior written notice in the matter.
5. The Client must ensure that its systems and the Transactions processed comply at all times with all technical, communications, implementation and integration requirements as provided by PayDo from time to time. Such compliance is mandatory to PayDo’s ability to provide Services as described and Client should not make alterations to the Client’s systems which may affect integration with PayDo without first consulting with PayDo and properly testing the change.
6. Certain components of the Services may be provided by or rely on third parties (e.g. Card Scheme, Payment Scheme, Internet service providers (ISPs), banks, processing networks, money transfer systems, external data bases etc.) and are subject to such third party’s solvency, acts or omissions, performance, availability, service levels, terms and conditions and where applicable the availability of processed funds held with such third parties should a third party becomes insolvent or otherwise unavailable (e.g. settlement banks). PayDo disclaims and will not be liable or responsible for the aforementioned reliance or dependency on third parties.
7. PayDo offers its Services and Platform, on a generally available basis, to clients in multiple jurisdictions. It is Client’s sole responsibility to request from PayDo any specific or mandatory domestic requirements (e.g. as per Applicable Law applicable to Client’s operations or licensing). In such cases, the Parties shall discuss in good faith available coverage by current Service and Platform and agree on the terms and conditions of the change request or statement of work for the performance of such alignments by PayDo.

8. Documentation and Information

1. Provision of documentation and information. The Client shall be entitled to use the Services after and for as long as it has satisfied PayDo’s verification, know-your-client/know-your-business and risk based related requirements (“KYC Requirements”). KYC Requirements may be updated or supplemented from time to time and may vary between Services.
2. Changes in documentation or information. The Client undertakes to notify PayDo promptly, but in any case no later than seven (7) business days prior to such changes, and with any supporting documentation and information of any changes which may occur regarding any documentation and information it provided including but not limited with respect to the Client’s business (goods and services, tradenames or URLs, geographical targets, Payment Account details etc.), the Client’s location (physical address) and fixed place of business through which it conducts its business as such address was disclosed to and approved by PayDo, Client’s direct or indirect directors and shareholders or any change in control as such term is commonly used, changes in Client’s applicable business authorizations (as applicable) statuses as well as with respect to the Client’s financial standing and ability to meet its obligations in these Terms. 
3. PayDo hereby reserves the right to: (i) request additional information and documentation from the Client in relation to such changes; (ii) suspend the provision of Services, either partially or in their entirety, for the duration of conducting any necessary checks and assessments of such changes; (iii) suspend or terminate the provision of Services, either partially or in their entirety, if the changes proposed by the Client are deemed unacceptable to PayDo on legal, regulatory, compliance or reputational grounds; or (iv) require amendment of these Terms as a condition precedent to the continued provision of the Services to the Client.
4. Full cooperation. The Client shall fully cooperate with PayDo’s initial and ongoing requests for documentation and information and undertakes to assist PayDo in the verification and know-your-client process as shall be required, including by providing any required documentation and other information, executing any required agreements, instruments and other certifications.
5. Essentiality of cooperation. The Client acknowledges that Client’s meeting these provisions is essential to PayDo’s ability to provide Services and understands that Client’s failure to comply in a timely manner entitles PayDo to suspend the Client’s access to part or all of the Services with immediate effect. The Client acknowledges that funds may be withheld until such time as all the documentation that has been requested has been provided.

9. Disclaimer: The Parties recognize that PayDo provides services on an “as-is” and “as available” basis. Except as expressly provided in these Terms and to the extent permitted by Applicable Law, PayDo specifically and explicitly disclaims any and all warranties of any type or nature whatsoever whether express, implied, statutory or otherwise, including, without limitation: (1) warranties of merchantability, suitability, satisfactory quality, non-infringement, fitness for a particular purpose or use, or accuracy in relation to or arising out of or in connection to any information provided, the Platform, Services or otherwise to PayDo’s performance; or (2) that there are no viruses or other harmful components in the Platform. PayDo makes no warranties or representations about the accuracy or completeness of the respective Platform, Services and products or that the respective Platform, Services and products will be uninterrupted, timely, secure, or error free or that defects in the operation or functionality will be corrected.
   

3. Fees

1. As a condition to receiving the Services, the Client is responsible for payment to PayDo of the fees in the sums and in accordance with these Terms including but not limited in Annex 1 (Fees and Terms) (jointly: “Fees“).
2. PayDo shall be entitled at any time to offset any sums that under these Terms are due and owing by the Client to PayDo or recoverable by PayDo, from any amounts owing to the Client.
3. To the extent that any amounts and/or Fees under these Terms and are due by the Client and the deduction of such Fees by PayDo from the Client’s available funds results in a negative balance of such available funds, the Client shall repay such fees no later than 3 business days of the negative balance occurrence.
4. All Fees payable under these Terms are exclusive of value added tax (VAT) and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due and shall, if applicable, be borne by the Client. The Client shall remain at all times fully and solely responsible for all taxes, fees and other costs incidental to and arising from any sale of goods or services by the Client.
5. Client’s failure to pay the Fees by the due dates shall entitle PayDo to exercise all available remedies including, without limitation, the right to assess interest at the maximum rate applicable under law.
6. The Client acknowledges that Card Schemes and Payment Schemes may change their existing charges and fees (applicable to PayDo and/or the Client) as well as assess additional or different charges and fees (applicable to PayDo and/or the Client), all of the above to be considered and affect then current Fees for the purpose of these Terms and automatically apply to Client in the form, amounts and as of the date such institution indicates.
7. PayDo shall have the right, upon fifteen (15) calendar days’ written notice, to change the Fees or add new charges or fees.
8. Any fees or amounts paid by the Client, whether directly or by way of a set-off, deduction or otherwise, to Card Schemes/Payment Schemes or other third parties, shall not affect nor derogate from the Client’s obligation to pay all Fees due to PayDo.
9. Pricing Transparency.

1. The Client is hereby notified that the total fee charged by PayDo to the Client for Card acceptance services under these Terms (“Merchant Service Charge” or “MSC”) pricing on a MIF Plus Plus (MIF++) basis is available for Transactions completed with consumer credit Cards and consumer debit Cards issued under the Visa Card Scheme. Under MIF++ pricing, the Merchant Service Charge is composed of the applicable interchange fee paid between PayDo and the card issuer in the clearing and settlement of a transaction (“Interchange Reimbursement Fee” or “IRF”), scheme fees, and PayDo’s processing margin, each specified separately.

1. PayDo reserves the right to charge fees for the provision of MIF++ pricing. The applicable fee amount shall be communicated to the Merchant separately, in writing, prior to or upon activation of MIF++ pricing.
2. The Client may request MIF++ pricing by written notice to PayDo at any time during the term of these Terms.

2. By accepting these Terms, the Client requests that pricing information, including the applicable Merchant Service Charge (MSC), Interchange Reimbursement Fees (IRF), and scheme fees, be provided in a blended format rather than specified per Visa Product Category. The Client acknowledges that this constitutes a written request for pricing information in a different format within the meaning of the applicable Visa Rules.

10. Notwithstanding clause 3.9.2, the Client may at any time request a breakdown specifying the applicable MSC, IRF, and scheme fees for each Visa Product Category (including, without limitation, consumer debit, consumer credit, and commercial Cards), by written notice to PayDo.
    

4. Client’s rights and obligations

1. With regard to the Website(s) the Client is obligated:

1. To submit a completed Merchant Application in relation to every Website;
2. To submit an application for a modification of the Merchant Application prior to effecting any material alterations to the Website;
3. To notify PayDo of any anticipated changes to the Website, such as significantly increased sales amounts.
4. To accept the Cards from Cardholders and payments from Payers via Payment Methods as the means of payment only for the goods and services offered by the Client in the Website;
5. To accept the Cards as the means of payment and payments from Payers via Payment Methods only for payment of goods and services declared in the Merchant Application and only in the Website, that is declared by the Merchant Application;
6. To observe all applicable legislation and regulations (including those relating to consumers, distance selling and e-commerce) in the territory in which the Client sells the goods and/or provides its services;
7. To ensure that the Website conforms to the parameters listed in the Merchant Application;
8. To observe the rules of PayDo, the rules of the Card Schemes and Payment Schemes and the technical requirements set thereby;
9. To identify itself clearly in the Website so that cardholders and Payers can distinguish the Client from the other parties involved in processing of the transaction;
10. To advise Cardholders and Payers that the Client is responsible for the delivery of the goods and/or the performance of the services underlying the transaction and for all questions in connection with such goods and services;
11. To ensure that the Website contains, at all times, the following information:

1. customer service contact details, including an email address and/or telephone number;
2. a complete description of the goods or services offered and their price, including the transaction currency;
3. delivery policy, including estimated delivery timeframe and method;
4. any applicable export restrictions or legal limitations relevant to the purchase;
5. a statement describing the Client’s security measures for the transmission of payment data;
6. a clear ownership statement identifying the Client as the owner of the Website and the party responsible for the transaction, delivery of goods or services, customer support, and dispute resolution.

12. If the Cardholder or Payer rejects the goods or the services, purchased by transaction, to return the transaction amount to the Cardholder or Payer in full or in part subject to the Client’s Refund Policy or other such similar document and/or the Rules;
13. For the duration of these Terms, to place in the electronic environment of the Website the trademarks of those cards that the Client accepts. The trademarks of the cards should not be placed in such a way as to produce an impression that the Card Schemes sponsor, produce or trade in the goods or services in the Website;
14. For the duration of these Terms, if the trademarks of other Payment Methods are to be placed on the Website by the Client, such placement shall be agreed with PayDo and shall not infringe intellectual property rights of Payment Scheme Owners and/or other third-parties;
15. To publish prominently on the Website and duly follow Refunds Policy and Privacy Policy.
16. Ensure that the Refunds Policy and Privacy Policy are in continuous compliance with the Applicable Law, the law of the Client’s domicile and the Rules.
17. To immediately remove the trademarks of Card Schemes/Payment Schemes from the Website, after expiration and/or termination of these Terms for any reason;
18. Always use the valid Secure Sockets Layer (SSL) (or more advanced) certificate and follow PCI-DSS requirements;

1. The compliance with PCI-DSS requirements must be confirmed by the attestation of compliance (AOC) or a report of compliance (ROC) completed by a certified data security firm (Qualified Security Assessor) and a pass result for a vulnerability scan performed by a certified data security firm (Approved Scanning Vendor) in line with PayDo’s and the Card Schemes’ requirements.
2. The Client shall not store, process, or transmit payment data through any software, system, or process that has not been approved or validated in accordance with PCI DSS and the Rules. The Client shall ensure that all systems and service providers used in connection with the handling of payment data are compliant with PCI DSS and any other applicable security standards prescribed by the Card Schemes.
3. Where the Client operates fully within PayDo’s controlled payment environment and has not achieved independent PCI DSS certification, the Client shall not engage, contract with, or otherwise involve any payment-related service provider (including but not limited to payment gateways, tokenisation providers, fraud screening tools, or data storage providers) in connection with the processing of Transactions without the prior written approval of PayDo. For the avoidance of doubt, PayDo’s approval shall not be unreasonably withheld where the proposed service provider demonstrates compliance with applicable PCI DSS requirements and does not materially affect the security of the payment environment. The Client shall promptly notify PayDo of any intended changes to its payment-related third-party service providers and shall not implement such changes until PayDo’s written approval has been obtained.
4. The Client shall implement and maintain all requirements of the applicable Card Scheme account information security programs (including, without limitation, Visa’s Account Information Security Program), as updated from time to time. Where the Client engages any third-party agent or service provider with access to account or Transaction information in connection with the Services, the Client shall ensure that such third-party agent or service provider likewise implements and maintains compliance with such programs and with the Payment Card Industry Data Security Standard (PCI DSS). The Client shall, upon PayDo’s request, provide evidence of such compliance by its third-party agents or service providers. The engagement of any such third-party agent or service provider is further subject to the prior notification and approval requirements set out in clause 4.1.18.5 below.
5. Prior to engaging any third-party agent or service provider that will or may have access to Cardholder Data, Transaction data, or any component of the Client’s payment processing environment, the Client shall notify PayDo in writing at least thirty (30) calendar days in advance, providing the provider’s legal name, description of services, scope of access, and valid PCI DSS Attestation of Compliance (AOC). The Client shall not commence such engagement until PayDo has confirmed its written approval and, where required by the applicable Card Scheme Rules, completed the registration of such third-party with the relevant Card Scheme(s). The Client shall immediately notify PayDo of any material change to the compliance status, ownership, or scope of services of any previously approved third-party agent or service provider.

19. To provide the Cardholder(s)/Payers with receipt for each Transaction made through the use of PayDo Services on the Website. Such receipt may be provided electronically, subject to the consent of the Cardholder(s).

2. With regard to the Information flows the Client is obligated:

1. To inform its employees, officials and involved persons promptly and in an appropriate manner of the main features of the Terms, the rules of the Card Schemes/Payment Schemes and of PayDo, as well as to monitor and procure those individuals’ ongoing compliance with the Terms, the rules of the Card Schemes/Payment Schemes and the rules of PayDo throughout the term of the Terms ;
2. To inform PayDo without undue delay (and in any case within one (1) month of the date of the relevant transaction) after discovering an unauthorized, incorrectly executed or unexecuted payment transaction;
3. To inform PayDo immediately, but not later than within three (3) business days, of any cases of fraud or other illegal operations with the cards suspected by the Client;
4. In the event that, before, at or after the time of entering into these Terms, the Client is subject to or involved in any ongoing investigation by PayDo, a Card Scheme/Payment Scheme, a regulatory authority, or law enforcement body, to fully cooperate with such investigation until its completion, in accordance with Applicable Law and as instructed by PayDo or the relevant Card Scheme/Payment Scheme.
5. Adhere to all applicable Card Scheme Rules/Payment Scheme Rules and PayDo policies regarding the handling and resolution of Chargebacks;
6. Provide any assistance reasonably requested by PayDo in connection with the investigation or defense of a Chargeback;
7. Submit all relevant documentation (including transaction proofs, refund confirmations, and written explanations) immediately upon PayDo’s request, within the time limits, as stipulated in these Terms;
8. To keep the Transaction and Refunds confirmation records in electronic or printed format for at least eighteen (18) months from the date of the transaction and refunds, except for those records where earlier deletion is mandatory by law, and to provide such records in readable format promptly following a request from PayDo;
9. To store card data according to the PCI-DSS requirements as mandated by the rules of the Card Schemes from time to time;
10. To inform PayDo in writing immediately, but not later than within three (3) business days, of all changes in the information specified in the Terms, its appendices or any other information given by the Client to PayDo prior to entering the Terms;
11. To provide the action plan to PayDo immediately, but not later than within seven (7) business days from the moment of reception of such inquiry from PayDo;
12. To store the Transaction documentation for a minimum of 540 days to allow, among other things, for the consideration of disputes raised by the Cardholders and/or other investigation.

1. Once the retention period has expired, the Transaction documentation/settlement documents must be destroyed in a suitable manner, to ensure unauthorised persons are unable to gain access to documentation containing Transaction data.

13. To inform PayDo immediately, but no later than 1 (one) calendar day of any suspected or confirmed unauthorized access to any Cardholder data, PayDo systems and/or Card Scheme/Payment Scheme systems.

1. Client shall also provide PayDo with the following data with regard to such unauthorised access:

1. Window of Exposure (timeframe, during which the unauthorised access has been conducted and/or was possible);
2. Data elements at risk (exhaustive data elements that were or could be accessed during such unauthorised exposure);
3. Method and process of unauthorised access;
4. Measures, taken by the Client to cease such unauthorised access;
5. Any known IP addresses associated with such unauthorised access;
6. Any other such information pertaining to the unauthorised access.

2. Client shall inform PayDo of any developments with regards to the incident with unauthorized access immediately, but no later than one calendar day.
3. Client shall, at its own expense, fully comply and collaborate with any efforts by PayDo, Card Schemes/Payment Schemes or third parties appointed by such to investigate, research and mitigate the unauthorized access request. Client shall, inter alia, comply with any data requests, deadlines or other requirements communicated to it as part of such efforts.
4. If the unauthorised access incident has originated from the Client’s systems and/or otherwise caused by failures in the Client’s controls, Client shall be liable and shall reimburse PayDo for any fees, associated with such incident including, without limitation:

1. Fees, fines, assessments and/or any other charges imposed upon PayDo by the Card Schemes/Payment Schemes and respective regulatory bodies;
2. Costs and expenses incurred by PayDo as a result of efforts to investigate and mitigate such incident, including any fees paid to the forensic investigators, provided that such costs and expenses shall be (a) reasonable or (b) resulting from actions, required from PayDo by the Card Schemes/Payment Schemes or Applicable Law.

14. To provide PayDo, at Client’s expense, with the certification with regard to its location, address, tax residency, licensing, compliance with Rules and other such aspects of the Client’s business as PayDo may require in the form that it may require.
15. To comply with applicable personal data protection requirements;
16. To receive and process any claims from Cardholders/Payers relating to the products and services sold through the Website. Such claims are to be settled directly between the Client and the Cardholder/Payer and should not involve PayDo. The Client must not include a clause in its terms and conditions that prevent or limit the Cardholder/Payer from raising claims against the Client, or that refer the Cardholder/Payer to a third party for claim handling, unless prescribed otherwise by the law of Client’s domicile.
17. To immediately inform PayDo in the event that it becomes aware or suspects of a forensic investigation, administrative decision, legal order, or similar procedure initiated against the Client that is connected to the potential illegality or unlawfulness of Client’s product or services, or any event which may give rise to an Assessment, fine, penalty, or any fraudulent, illegal, unauthorized or suspicious action taken on the Client’s account, API, Software or otherwise relating to the Transactions, Services, Cards and/or Cardholders/Payers. The Client shall fully cooperate with PayDo in preventing such unauthorized or suspicious actions taken and share all information or documents which may be helpful in investigating, remedying or defending PayDo in the aforementioned circumstances.

3. With regard to the Fees and charges the Client is obligated:

1. To pay to PayDo:

1. The Fees as set out in the Annex 1 in the manner described therein;
2. The amount of any Refunds;
3. The additional Chargeback processing fees in the manner described in these Terms and its Schedules, in such amounts as are set by the Card Schemes/Payment Schemes (the rates applying at the date of the Terms being set out in the table of parameters for reference);
4. The amount of any accepted Chargeback or disputed and lost Chargeback;
5. On demand all charges, costs, expenses and/or damages imposed on PayDo by the Card Schemes/Payment Schemes in connection with any breach by the Client of the Card Schemes/Payment Schemes rules;
6. On demand all charges, costs, expenses and/or damages or losses (whether indirect or consequential) caused to PayDo by any non-fulfilment of that Client’s obligations to PayDo;
7. On demand all charges, costs, expenses and/or damages caused to PayDo by any actions or inactions of the Client;
8. On demand any indemnity, compensation and/or other such charges due to PayDo under the terms of these Terms ;
9. On demand all actual costs incurred by PayDo as a consequence of the Client’s breach of these Terms and/or the rules of the Card Schemes/Payment Schemes and/or the rules of PayDo and/or Applicable Laws and regulations;

4. With regard to adherence to PayDo’s policies and the Rules, the Client is obligated:

1. To adhere at all times to PayDo’s policies and procedures, as communicated by PayDo and may be changed from time to time. The Client acknowledges that it has received and understood any training, guidance, or instructional materials provided by PayDo in relation to the Services, the Rules, and risk management, and shall ensure ongoing compliance therewith.
2. To promptly provide, upon PayDo’s request, any information, documentation, explanations, or remediation actions required in connection with (i) any suspected or actual illegal activity, fraud, regulatory breach, or prohibited content, (ii) any investigation, inquiry, or request initiated by PayDo, a Card Scheme, a regulatory authority, or law enforcement agency, or (iii) any alert, complaint, or risk event related to the Client’s activities. The Client shall comply with such request without undue delay and, unless a shorter timeframe is specified by PayDo, the applicable Card Scheme Rules, Payment Scheme Rules, or Applicable Law, in any event no later than ten (10) business days from receipt of such request.

1. Where PayDo identifies any gaps, deficiencies, or non-compliance in the Client’s processes, controls, or activities, the Client shall, upon request, prepare and implement a remediation plan addressing such issues. The Client shall implement such remediation plan within fifteen (15) calendar days from receipt of PayDo’s notice, unless a shorter timeframe is required by Applicable law, regulation, Card Scheme Rules, Payment Scheme Rules, or specified by PayDo acting reasonably having regard to the nature and severity of the issue.

3. To comply at all times with the Rules (as defined in these Terms), including without limitation the rules, regulations, policies, procedures, and guidelines of Card Schemes/Payment Schemes, as may be amended, supplemented, or replaced from time to time, in all matters relating to the Client’s participation in the Card Schemes’/Payment Schemes’ programs, acceptance of Cards, processing of Transactions, use of the Services and the Platform, and the conduct of the Client’s business insofar as it relates to these Terms.

1. Where PayDo identifies any non-compliance by the Client with the Rules, Applicable Law, or PayDo’s policies and procedures, PayDo shall notify the Client in writing of the nature of such non-compliance and any required corrective measures. The Client shall implement all required corrective measures within thirty (30) calendar days of receipt of such notice, unless a shorter timeframe is required by the applicable Card Scheme Rules, Payment Scheme Rules, or Applicable Law, or unless PayDo reasonably determines that the nature of the non-compliance requires immediate action. Failure to implement the required corrective measures within the prescribed timeframe shall constitute a material breach of these Terms and shall entitle PayDo to suspend or terminate the Services in accordance with Section 6 of these Terms.

4. To promptly notify PayDo, without undue delay, upon becoming aware of any complaints, claims, or reports received from Cardholders, users, or third parties relating to Transactions that involve or may involve:

(a) suspected or actual illegal activity, fraud, or regulatory breach;

(b) content, products, or services that may be illegal, infringing, or otherwise non-compliant with Applicable Law; or

(c) actual or potential breaches of Card Scheme Rules.

5. The Client shall not be entitled:

1. To accept the cards as the means of payment and payment via any other available Payment Methods for any other goods and services except as defined in accordance with the Merchant Application;
2. To levy a surcharge for payments made by Cards or other Payment Methods unless it does so in full compliance with Applicable Laws and regulations as amended from time to time and the rules of the Card Schemes/Payment Schemes, to the extent that they do not conflict with Applicable Laws and regulations;
3. To refuse to accept any type of Card issued by an Issuer Institution located within the Visa Europe Territory or the applicable Card Scheme region (as defined in the respective Card Scheme Rules from time to time), that could be accepted hereunder, subject to terms and limitations as might be imposed by Applicable Law or Card Scheme Rules.
4. To refuse to accept any Card on the basis of the identity of the Card Issuer or the Cardholder.

1. For avoidance of doubt, the Client may decline individual Card transactions where: (a) the Client’s fraud prevention, anti-money laundering, sanctions screening, or other compliance procedures identify heightened risk or require additional verification; (b) the transaction fails applicable authentication or verification procedures; or (c) the Client has reasonable grounds to believe the transaction violates these Terms, Card Scheme Rules, or Applicable Law.

5. To set any minimum or maximum Transaction amount and/or to refuse to accept Cards from Cardholders unless the Transaction is within those limits;

1. As a derogation from clause 4.5.5. hereof, the Client shall be entitled to set minimum or maximum transaction amounts in the following circumstances:

1. Where the Client is located within the EEA and the Card Issuer Institution is located within the EEA, subject to the applicable Card Scheme Rules.

6. To impose, as a condition of Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction.
7. To refuse Refunds in breach of Client’s refund policy and/or the Applicable Law.
8. To accept a card or payment in order to pay or refinance already existing obligations, i.e. the Client shall accept cards and other payments only as payment for the goods and services declared in the Merchant Application and only in the Website that is declared in the Merchant application;
9. To accept a card/payment where there is reason to doubt the identity of the Cardholder/Payer or to suspect that the card is being used fraudulently, except where the Client has taken measures to satisfy itself as to the cardholder’s/Payer’s identity and the legitimate use of the card/Payment Method;
10. To submit any Transactions by collecting the Card Data through phone or mail (“MOTO Transactions”).
11. To issue cash commercial cheque, bill or any other document or instrument with which it is possible to make payments, to the Cardholder in exchange for a payment made through the Services;
12. To use the Services in order to disburse cash to the Cardholders/Payers in exchange for the Card Transaction/other means of payment, unless permitted in writing by PayDo in its sole discretion.
13. To accept Cards/payments for Transactions that constitute debt repayments in any way, unless permitted in writing by PayDo in its sole discretion.
14. To misrepresent itself as being a member of Card Schemes/Payment Schemes to the Cardholders/Payers and/or any other persons;
15. To hide or misrepresent the Client’s identity from the Cardholders/Payers or any other third-parties;
16. Redirect payments from the Website to another Website or to other domain;
17. To divide a Transaction into parts, unless specifically permitted by PayDo;
18. To accept Cards as the means of payment for goods, services or works sold or provided by the persons, other than Client;
19. To collect Payment Data before displaying the full details of the purchase and Transaction to the customer, including, without limitation the price and any associated terms and limitations.
20. To issue electronic money in exchange for the funds, received as a result of the Transaction, with exception of issuing limited network instruments pursuant to specific written permission of PayDo;
21. To use the Transaction data for other purposes except lawful processing such data according to the rules of the Card Organisations and these Terms ; nor

6. The Client shall have the right:

1. To use the Services on its own behalf and in its own interest in accordance with these Terms and the Card Schemes rules/Payment Schemes rules;
2. To accept the payments for its goods and services through the Services;
3. To receive the funds collected through the Services only to the Merchant Account.
4. To only use the Merchant Account for the purposes of transfer to Client’s own accounts whether with PayDo or with third-party financial institutions.
5. To instruct PayDo to execute transactions with regard to the Merchant Account.

7. Audit

1. PayDo, Card Schemes, Payment Schemes, regulatory authorities/agencies and/or other relevant payment providers are entitled to conduct annual or incident based audits in order to enable such parties to ensure compliance with the Rules, Applicable Law and provisions of these Terms as well as the requirements of such organizations and agencies are being complied with. This may include inspection of the Client’s business premises and may include security audits (e.g. a PCI-DSS audit). Upon PayDo’s request, the Client shall – at the Client’s own expense – disclose any required information, allow access and fully cooperate and where applicable will ensure the cooperation of its technical service providers and other subcontractors. The Client shall reimburse PayDo for the costs and expenses of any such investigation and/or audit which is imposed, required and/or performed by or for the Card Schemes, Payment Schemes regulatory authorities/agencies and/or other relevant payment providers due to Client’s alleged breach of Rules or Applicable Law.

8. Chargebacks and fraud

1. The Client hereby acknowledges and agrees that, in certain circumstances, a Chargeback may be applied in accordance with PayDo guidelines or as otherwise stipulated by the Rules. The Client hereby assumes sole and exclusive liability for all Chargebacks and associated risks, including, without limitation, any fees, fines, penalties and/or other monetary obligations imposed by the Card Schemes and/or any other third parties involved in the transaction and/or Chargeback process. 
2. Upon receiving a Chargeback from the Card Schemes, PayDo shall immediately, but no later than two (2) business days after such receipt notify the Client of such Chargeback and provide necessary information to the Client. Upon receipt of such notification, the amount of the Transaction that is the subject of the Chargeback shall be frozen by PayDo on the Client’s account pending the final determination of the Chargeback, howsoever arising, subject to the rules and limitations contained herein.
3. The Client shall, within fifteen (15) Business Days of receipt of a Chargeback notification from PayDo, inform PayDo of the Client’s decision to dispute or accept such Chargeback.
4. Whereby the Client accepts the Chargeback, it shall refund (or instruct PayDo to refund) the Transaction that is subject to Chargeback to Cardholder through the same means that the transaction was made, and immediately provide PayDo with a notification of such refund. In the event of refund, PayDo shall notify the Issuer Institution in accordance with the Rules, no later than 2 Business Days of the Client’s notification.
5. Whereby the Client intends to dispute the Chargeback, the Client shall furnish to PayDo simultaneously with notification of such dispute all evidence reasonably necessary to substantiate and support such dispute.

1. PayDo reserves the right to, in its sole discretion and upon review of the evidence provided by the Client, to refuse to support the Chargeback dispute on the basis of inadequacy of the evidence.

6. Upon review of the evidence, provided by the Client, PayDo shall forward such evidence through the Card Scheme to the Issuer Institution for their review.
7. Whereby the Issuer Institution accepts the evidence and drops the Chargeback, such Chargeback shall be deemed to be resolved, and the respective funds shall be unfrozen by PayDo on the Client’s account.
8. Whereby the Issuer Institution denies the evidence presented by the Client, PayDo shall immediately, but no later than 2 business days notify the Client of such. In such a case, the Client shall, within 7 calendar days of such notification, inform PayDo of its decision to accept (with consequences as specified in clause 4.8.4. hereof) the Chargeback or continue its dispute of the Chargeback.
9. Whereby the Client intends to continue its dispute of the Chargeback and proceed with the arbitration, PayDo shall notify the Issuer Institution of such decision. Upon such decision the Chargeback shall be escalated for arbitration to and decided by the Card Scheme in accordance with the Rules.

1. PayDo may require such additional information and documentation as are necessary to support the arbitration proceedings, and the Client shall furnish such information and/or documentation within three (3) business days of the respective request made by PayDo.
2. The Client acknowledges and agrees that the arbitration proceedings may result in additional costs being incurred by PayDo (including without limitation arbitration fees imposed by the Card Schemes) and shall forthwith reimburse PayDo in full for all reasonable costs and expenses incurred in connection with such arbitration, including without limitation Card Scheme fees and Chargeback amounts.

9. PayDo shall communicate the determination of the Card Scheme arising from arbitration proceedings to the Client within two (2) Business Days following such determination. The Client hereby acknowledges and agrees that the Card Scheme determination shall be final and binding, and that any further contestation of such Chargeback shall be prohibited. PayDo shall not be liable for any losses, damages, costs or other liabilities whatsoever incurred by the Client as a consequence of such Card Scheme determination.
10. In the event that the Issuer Institution drops the Chargeback at any point during the review or arbitration process, the Chargeback amount shall be unfrozen and made available by PayDo to the Client.
11. In the event that the Client does not provide requested documentation or information to PayDo within the timeframes as stipulated hereinabove, PayDo reserves the rights to unilaterally accept such Chargeback, with any costs associated therewith being borne by the Client.
12. PayDo shall employ commercially reasonable efforts and comply with the Rules whilst assisting the Client in contesting the Chargeback. Notwithstanding the foregoing, PayDo expressly disclaims all warranties and representations concerning the outcome of the Chargeback and shall have no liability whatsoever for any losses, damages, costs or other expenses that may be incurred by the Client arising out of or in connection with the Chargeback.
13. Any Chargeback received by the Client shall be subject to Chargeback handling Fee, as specified in the Annex 1 hereto, notwithstanding the result of such Chargeback.
14. The Client further acknowledges that Card Schemes/Payment Schemes and/or PayDo may impose certain Assessments where the Client will exceed the chargeback and/or fraud ratios/limits as such ratios/limits are set by these organizations and as updated from time to time (jointly “Chargeback Ratios” and “Fraud Ratios”, respectively). PayDo may, at its sole discretion, communicate indicative Chargeback Ratios and Fraud Ratios to the Client by way of Annex 1 or otherwise in writing, but shall not be obliged to do so.

1. The Client shall be responsible for maintaining Chargeback Ratios and Fraud Ratios within the limit set out as provided above. In the event that the Client exceeds any allowable ratio or becomes subject to or is entered into any of the Card Schemes’ chargeback, fraud or audit programmes (including but not limited to MasterCard’s Global Merchant Audit Program or Visa’s respective Merchant Fraud Programs), PayDo shall have the right, at its sole and absolute discretion, to suspend or terminate all or part of the Services with immediate effect, without incurring any liability whatsoever towards the Client and/or any third parties.
2. PayDo is furthermore entitled to modify the settlement conditions, to withhold settlement, and/or to suspend or terminate the Terms in cases where the Chargeback Ratios and Fraud Ratios are (i) higher than is considered by PayDo, in its sole discretion, to be normal and/or (ii) exceed any ratios or limits communicated to the Client by PayDo from time to time.
3. PayDo may require the Client to implement such reasonable measures as may be needed to reduce the number of Chargeback Ratios, Fraud Ratios and/or the amount of other disputes, for example, without limitation, by implementing a fraud monitoring system approved by PayDo, or by implementing manual monitoring of transactions. The Client is obligated to comply with such measures in manner and timeframe, as prescribed by PayDo.
4. The Client shall promptly provide to PayDo, upon such request, with access to its server log data upon request to support fraud detection, screening, and prevention efforts. This obligation applies to data relevant to transactions processed under these Terms and must be fulfilled in compliance with applicable laws and agreements governing personal data protection.
5. PayDo reserves the right to take measures against Transactions which have signs of fraud, transaction laundering and other illicit activity by canceling such transactions if the Client does not address such issues properly and timely. PayDo shall not be held liable for such cancellations.

15. 3D Secure

1. All Client’s transactions shall be processed via the “3D Secure” technology, subject to the terms and limitations set out herein and/or by the Rules.
2. Taking into consideration the Rules and Applicable Law, as well as refund ratios, Fraud Ratios, Chargeback Ratios and other risk considerations, PayDo may, in its sole discretion, permit that some Client’s transactions under these Terms shall be processed without ‘3D Secure’.
3. When utilising 3D Secure, the Client shall comply, and shall procure that any third party engaged by the Client to facilitate technical connectivity of the Client complies, with the respective 3D Secure requirements as stipulated in the PCI-DSS and Rules.
4. Specific reference is made to the provisions of Schedule 1 of these Terms including but not limited to the Card Schemes specific provisions and requirements.
   

5. Indemnity and Limitation of Liability

1. The Client acknowledges and agrees that it bears full and exclusive responsibility for all Deductions, Chargebacks, Assessments, refunds, reversed payments, fees, and adjustments arising from or in connection with Transactions and all other amounts due under these Terms (collectively, “Transaction Liabilities”). The Client remains liable for all Transaction Liabilities irrespective of the Transaction date, and such liabilities shall survive the termination or expiration of these Terms howsoever occasioned. PayDo retains the right to recover all such Transaction Liabilities directly from the Client.
2. Indemnification. The Client shall, at its own expense and upon demand, indemnify, defend, and hold harmless PayDo and its affiliates, together with their respective employees, officers, and directors (collectively, the “Indemnified Parties”), from and against any and all actions, proceedings, assessments, fines, charges, claims, penalties, demands, payments, losses, costs, expenses, liabilities, damages, and reasonable legal fees (including, without limitation, those imposed by regulatory authorities/agencies or by the Card Schemes/Payment Schemes due to third-party claims) (each a “Claim” and collectively the “Claims”) which may be suffered or incurred by any of the Indemnified Parties to the extent arising out of, in consequence of, as a result of, or in connection with the Client or any Transaction Liabilities, including but not limited to with respect to:

1. any Claims by third parties, including without limitation Cardholders, Payers, Card Schemes, Payment Schemes arising from or in connection with the Client, including without limitation those relating to the Client’s misrepresentation, breach of or failure to comply with the provisions of these Terms, Rules and Applicable Law and/or in respect of the Client’s websites, trademarks, products or services and, where relevant, PayDo’s use thereof, including, without limitation, in relation to actual or alleged infringement, misappropriation or violation of any third-party Intellectual Property Rights;
2. Client’s failure to comply with the provisions of Rules and Applicable Law;
3. any security breach, loss, corruption, compromise or breach of Personal Data or noncompliance with PCI-DSS;
4. any allegation of fraud made in relation to Client’s business; or
5. the Client shall be solely and fully liable for any Assessments imposed on the Client and/or on PayDo by the Card Schemes/Payment Schemes and/or in any other legally binding way.

3. Notwithstanding any limitation of liability contained elsewhere in these Terms, neither Party shall be liable for any indirect, special, incidental, or consequential damages of any kind whatsoever, including without limitation any loss or interruption of use, business, profits, sales, bargain, contract, opportunity, goodwill or anticipated savings, or any loss or corruption of data, howsoever arising and regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, and irrespective of whether such damages were foreseeable or whether such Party had been advised of the possibility of such loss or damage.
4. PayDo shall not be liable for the quality, quantity, functionality, fitness and any other characteristics of goods and services supplied by the Client and shall not act as a guarantor or responsible party for the goods and services provided by the Client to Cardholders/Payers.
5. PayDo shall not be liable for the bankruptcy, insolvency, settlement delays of the Payment Schemes. Client undertakes to submit claims to such Payment Schemes directly.
6. The maximum aggregate liability of PayDo for the term of these Terms for any liability and any cause of action arising under or in connection with these Terms, howsoever arising (including, without limitation, by way of negligence or any other theory of law), shall be limited to the net Fees paid by the Client to PayDo under these Terms during the six (6) calendar months immediately preceding the date on which the relevant cause of action accrued.
7. Notwithstanding the provisions of this Section 5 (Indemnity and Limitation of Liability), nothing in these Terms shall limit or exclude: (i) a Party’s liability in respect of damages or losses suffered by the other Party arising out of the first Party’s (or its personnel’s) gross negligence, wilful misconduct, fraud, death or personal injury caused by negligence; (ii) Client’s indemnification obligations under these Terms; (iii) Client’s liability and responsibility for Fees and Deductions (as defined in Schedule 1); or (iv) any other liability which cannot, as a matter of Applicable Law, be limited or excluded.
8. The Client hereby acknowledges and agrees that PayDo shall bear no liability whatsoever in respect of any decision, action or omission of a Card Scheme, Payment Scheme, bank or regulatory authority, including, without limitation, matters pertaining to settlements or the availability of funds.
9. The Client shall not be entitled to any interest or other compensation whatsoever in respect of any sums processed or held by PayDo pursuant to the provisions of these Terms (whether prior to Remittance or Deduction, or as a Reserve as set forth in Schedule 1, or otherwise).
   

6. Term and Termination

1. Term. These Terms shall be in full force and effect from the Effective Date and shall continue in perpetuity unless and until terminated in accordance with the provisions hereof. For the avoidance of doubt, the Effective Date and the commencement of Services are governed by Section 13.12. 
2. Termination for convenience. Any Party may terminate these Terms at any time by providing thirty (30) calendar days’ prior written notice to the other Party.
3. Without prejudice to Section 6.2, a Party may forthwith suspend the Services (in whole or in part) or terminate these Terms by written notice if: (i) the other Party commits a breach of these Terms and fails to remedy such breach within thirty (30) calendar days of receipt of notice requiring remedy (save where such breach is incapable of remedy); or (ii) the other Party is unable to pay its debts as they fall due or becomes subject to any bankruptcy or insolvency proceedings, or has a receiver, administrative receiver, manager, provisional liquidator, liquidator or administrator appointed over any material part of its assets, or suffers execution against any of its property, or if a winding-up petition is presented against it which is not discharged, stayed or withdrawn within thirty days, or if the other Party experiences or becomes subject to any analogous event, circumstance or procedure to those enumerated above in any other jurisdiction.
4. The Client hereby understands, acknowledges and agrees that in the event of termination of these Terms for cause by PayDo and/or Card Scheme, Payment Scheme the Client may be listed on the respective alerting services maintained by such entities (including, without limitation, the VISA Merchant Alert Service, Visa Merchant Screening Service).
5. Without prejudice to Sections 6.2 or 6.3, PayDo may immediately or as may be prescribed by a Card Scheme/Payment Scheme, where applicable, suspend all or part of the Services or terminate these Terms, upon written notice if: (i) PayDo, Card Scheme, Payment Scheme reasonably suspects or believes that the Client is utilising the Services in connection with any unauthorised, dishonest, fraudulent, wrongful or criminal activities or is otherwise in contravention of the Rules or through any act or omission has caused or threatens to cause damage to the goodwill, reputation or business of any of the aforementioned parties; (ii) PayDo is compelled to do so by any Card Scheme/Payment Scheme or regulatory authority or agency or pursuant to the Rules or Applicable Laws; (iii) any event occurs in relation to the Client or comes to PayDo’s attention concerning the Client or arising from or incidental to the Client’s business or the conduct of the Client’s business (including trading practices or individual activity) which PayDo in its absolute discretion considers: (1) disreputable or capable of damaging the reputation of PayDo or any Card Scheme/Payment Scheme; (2) detrimental to the business of PayDo or any Card Scheme/Payment Scheme; or (3) may or does give rise to fraud or any other criminal activity or suspicion thereof; or (iv) any circumstance, event or series of events occurs that PayDo has reasonable grounds to believe adversely affects or may materially adversely affect: (a) the Client’s liabilities or potential liabilities under these Terms ; or (b) the Client’s ability to fully and promptly perform and comply with any one or more of its obligations under these Terms, such circumstances and events may include: (1) material alteration in the goods and/or services supplied by the Client; (2) material positive or negative fluctuations month on month in the Client’s Transaction volumes or the average value of Transactions; (3) material increase in the Client’s chargeback levels relative to expected volume; (4) occurrence of Assessments; (5) change of control in respect of the Client; (6) instructions from a regulatory authority with which the Client does not or is unable or unwilling to comply; and/or (7) a material deterioration in the Client’s profits or financial or trading position.
6. Notwithstanding the foregoing provisions, these Terms shall automatically and forthwith terminate, without any liability whatsoever on the part of PayDo, in the following circumstances: (i) PayDo, in its sole discretion, determines that the Client poses an unacceptable amount of risk to PayDo; (ii) PayDo is required to terminate these Terms in order to ensure compliance with Applicable law; (iii) PayDo is ordered to terminate these Terms and/or its relationship with the Client by the competent court, regulator or Card Scheme/Payment Scheme, in which case termination shall take effect no later than the date specified by such court, regulator or Card Scheme/Payment Scheme (or forthwith, if no such date is specified); (iv) other circumstances where the performance of its obligations under these Terms may put PayDo in breach of applicable law, regulatory or other such obligations. In any such case, PayDo shall notify the Client of such termination in writing as soon as reasonably practicable following the occurrence of the termination event.
7. PayDo may rely upon third-party information or requests when exercising rights and/or applying discretion in the matters set forth in this Section 6 (Term and Termination), including but not limited to information or requests from the Card Scheme/Payment Scheme and other relevant parties.
8. Effect of Termination. Upon termination or expiration of these Terms, howsoever occasioned, the Client shall forthwith remit to PayDo all sums due and payable hereunder, whereupon the Client’s licence to use the Services, Marks (as further delineated in Section 9) and all other rights conferred under these Terms shall immediately terminate. The Client shall thereupon destroy all copies of materials licensed to the Client pursuant to these Terms . Immediately following such termination, the Client shall cease all use of the Platform and any component thereof and shall comply with the provisions of Section 10.5 in respect of Confidential Information.

1. Upon termination or expiration of these Terms, PayDo shall, within thirty (30) business days, settle any proceeds of transactions due to be paid to the Client, subject to the following provisions:

1. any such payment may be withheld in the event of termination of these Terms due to the Client’s breach;
2. any funds held in the Reserve shall be remitted to the Client only following the expiration of such Reserve, as stipulated in Schedule 1 hereto;
3. PayDo shall be entitled to set off any liabilities of the Client against such sum to be paid to the Client, whether such liabilities arose before, during or after the term of these Terms . Such liabilities may include, without limitation, any fines, penalties and payments under these Terms and/or Applicable Law, Chargeback and fraud fines, Deductions, Assessments, refunds, recalls, and any other such charges and payments for which the Client may be liable; and
4. PayDo shall be entitled to withhold any such payment in circumstances where effecting such payment would cause PayDo to contravene its obligations under the Applicable Law, regulations, Rules, court orders, regulatory orders, and/or any other such binding instruments applicable to PayDo. In such circumstances, payments shall be effected by PayDo upon and following the removal of the aforementioned impediments, taking into account any other restrictions provided in these Terms and/or Applicable Law.

9. Notwithstanding the termination or expiration of these Terms howsoever arising, any rights, obligations or liabilities accrued prior to the date of termination or expiry shall remain in full force and effect, and all provisions pertaining to indemnification, warranty, liability and limitations thereof, confidentiality, and protection of proprietary rights and trade secrets, together with any provisions which expressly or by their nature are required to survive termination in order to achieve their purpose, shall continue in effect until such time as they are no longer necessary to achieve their intended purpose. For the avoidance of doubt, termination of these Terms shall not discharge the Client from any obligation to pay sums accrued or owing pursuant to the provisions hereof, including but not limited to liabilities arising after the date of termination or expiration (such as, without limitation, chargebacks).
10. Without prejudice to any other rights to which PayDo is entitled under these Terms or under Applicable Law, it is hereby agreed that in the event of suspension of any or all Services, termination or expiration of these Terms, or the issuance of a notice of termination hereof, PayDo shall have the right, at its sole and absolute discretion, to freeze and withhold any sums due to the Client, for a period of up to six (6) months from the end of the month in which the last approved Transaction occurred, for the purpose of securing payment of all Deductions due or which are reasonably anticipated to become due from the Client. If, following the aforementioned period, PayDo reasonably believes that there remains a risk of actual or potential Fees and liabilities, PayDo shall be entitled to continue to withhold, or cause to be withheld, such sums until such risk no longer subsists. At the conclusion of the said period or any extended period where applicable, any remaining sums shall be remitted to the Client in accordance with the provisions set forth in Schedule 1.
    

7. Representations and Warranties

1. Each Party represents, undertakes and warrants to the other that:

1. These Terms constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms for the duration of the Terms.
2. It will perform all obligations hereunder with reasonable skill and care.
3. The execution, delivery and performance of these Terms will not conflict with or violate any Applicable Law.
4. It is not involved and will not be involved in any act or traffic that constitutes or can be reasonably expected to constitute fraud or other illegal activity, including but not limited to money laundering, under any Applicable Law.
5. There is no action, suit or proceeding at law or in equity now pending or, to the best of its knowledge, threatened by or against or affecting it which would impair its right to carry on its business as now conducted or affect its financial conditions or operations or its ability to perform the obligations required under these Terms .
6. They, their directors, shareholders, representatives, beneficial owners, employees, affiliates and any other such associated persons are not subject to any sanctions or similar restrictive measures imposed by the governments and/or regulatory bodies of the United States, European Union or United Kingdom and the jurisdiction of Client’s domicile.
7. They are not subject to any active restrictive measures imposed by the Card Schemes/Payment Schemes.
8. It has full knowledge of the PCI-DSS, undertakes to faithfully comply and apply best organizational and technical security measures for such purpose and to only use service providers that are PCI-DSS compliant. Each Party will meet all costs associated with achieving its own PCI–DSS compliance and shall prove PCI-DSS compliance in an appropriate manner to the other Party upon request, by the way of presenting a valid Attestation of Compliance certificate, issued by a competent Qualified Security Assessor no less than twelve (12) months ago. The aforementioned provisions shall not derogate from a Party’s PCI-DSS obligations where such Party is PCI-DSS certified.
9. It shall at all times comply with all Data Protection Laws applicable to the conduct of its business and the performance of its obligations under these Terms and shall not do or omit to do, or cause or permit anything to be done or omitted to be done, which may cause or otherwise result in a loss, alteration, theft and/or abuse of Personal Data and/or a breach of the Data Protection Laws by the Client, PayDo, Card Schemes/Payment Schemes or others.

2. The Client must not sell, purchase, provide, exchange or in any manner disclose Card, Cardholder or Transaction data, including but not limited to the account PAN, PAR, or Token (as such terms are used in Rules), or personal information of or about an Cardholder, unless disclosure is made to the respective Card Scheme, or in response to a valid government demand in connection with regulatory and legal compliance. This prohibition applies to Card imprints, terminal identification number (TIDs), carbon copies, mailing lists, tapes, database files, and all other media created or obtained as a result of a Transaction.
3. The Client further represents, undertakes and warrants that:

1. It will not process pursuant to these Terms any face-to-face Transactions without PayDo’s prior written confirmation and the signature of the applicable addenda where required.
2. It has obtained and shall continue to maintain during the term of these Terms all necessary regulatory approvals, certificates and licenses to conduct its business including without limitation the required regulatory approvals, certificates and licenses to operate the Client’s websites and applications, sell any product or provide any good and service the Client intends to offer in each jurisdiction.
3. It will not require an Cardholder/Payer to waive a right to dispute a Transaction or include any statement that waives or seeks to waive an Cardholder’s/Payer’s right to dispute a Transaction.
4. Any and all information and documentation provided by the Client is true, accurate, complete and updated and no information, document or statement provided, made available or made are untrue, false, incorrect, incomplete or misleading.
5. It is the sole data controller of Cardholder/Payer Data, possesses and shall continue to possess all required approvals and consents from its customers and Cardholders/Payers to the controlling and processing of their Personal Data all as further detailed in Schedule 3 (Data Protection).
6. It shall not knowingly do anything or allow anything to be done which is likely to harm PayDo’s reputation or the reputation of the Card Schemes/Payment Schemes.
7. Client’s use of Services will not conflict with or violate any Applicable Law and it shall not use the Services, directly or indirectly, in connection with any non-permitted, illegal or fraudulent business activities.
8. All Transactions that will be processed in connection with the Services are owned by the Client and will originate only from the Client’s websites and applications as were submitted by the Client during PayDo’s onboarding process and approved by PayDo.
9. It will use the Services only to transact on the Client’s own account and not on behalf of any third party.
10. It does not provide any type of payment services to any company or any business organization.
11. It shall at all times comply with codes of practice applicable to the Transactions and the sale of goods and/or services.

4. The Client shall, upon the discovery of its breach of warranties, as specified in these Terms, immediately, but no later than one calendar day, notify PayDo of such breach.
5. The Client’s breach of the warranties shall be deemed a material breach of these Terms and shall constitute valid grounds for immediate termination or suspension of these Terms by PayDo.
   

8. Transaction specific guidelines

1. This Section comes to highlight certain Transaction guidelines which PayDo deems important to highlight or is required to disclose and will not derogate from Client’s specific acknowledgment and undertaking to comply with the Rules.
2. The Client must present only valid Transactions between the Client and a bona fide Cardholder/Payer in amounts which represent a bona fide sale of goods or services by Client.
3. The Client will not present for processing or credit, directly or indirectly, any Transaction that represents the refinancing or transfer of an existing Cardholder/Payer obligation that is deemed to be uncollectible, or that arises from the dishonour of an Cardholder’s/Payer’s personal cheque, or that did not originate as a result of a Transaction directly between Client and an Cardholder/Payer.
4. Illegal or Brand Damaging Transactions. The Client will not submit any illegal Transactions or a Transaction which could damage the goodwill or reflect negatively on Card Schemes/Payment Schemes and PayDo brands including but not limited to unlicensed gaming or gambling transactions and transactions arising from tobacco, child pornography, guns, rape, hate, violence, bestiality and the non-face-to-face sale of prescription drugs. Client will be in charge of acquainting himself with the applicable regulation to the supplying payment services activity and to maintain at all time domestic authorisation applicable to Client’s activities.

1. The list, provided in clause 8.4. shall not be construed as in any way limiting the list(s) of prohibited goods, services, works and activities as may be provided by PayDo to Client from time to time.

5. The Client shall not knowingly submit Transactions that are intended to hide the true source and nature of the transaction by layering them through what appear as low-risk but in fact prohibited goods or services as per Card Schemes Rules/Payment Schemes Rules.
6. The Client shall not submit any Transaction where a Cardholder/Payer has withdrawn authorization for such Transaction or a Transaction that was subsequently reversed for the full amount or represents the amount of the partial authorization reversal. Notwithstanding any authorisation or request from a Cardholder/Payer, Client will not re-enter or reprocess any transaction which has been charged back.
7. Authorization. Unless otherwise notified, all Transactions must be electronically authorized through or by PayDo.
8. Client accepts that an authorization is not a guarantee that the person submitting the transaction is, in fact, the Cardholder/Payer, nor is an authorisation a representation from Card Scheme/Payment Scheme or PayDo that the Transaction will not be subject to Chargebacks.
9. The Client will not submit any Transaction where the Client knows or should know that the Transaction or the subject content, goods or services are: (i) fraudulent, not authorised by Cardholder/Payer or in violation of the any Card Scheme Rules/Payment Scheme Rules; (ii) illegal under Applicable Law governing the Client, the Cardholder/Payer or the Client’s goods or services; or (iii) which, at the Card Scheme/Payment Scheme sole discretion, could damage the goodwill of the Card Scheme/Payment Scheme or reflect negatively on Card Scheme/Payment Scheme brands.
10. The Client must not submit a Transaction processed for goods or services that the Cardholder/Payer would not reasonably expect to receive, or which was not specifically authorized by the Cardholder.
11. The Client shall not present a Transaction until the goods or services underlying the Transaction have been delivered or provided to the Cardholder/Payer or recipient of the goods/services. Processing of the Transactions under these Terms related to the delayed delivery of goods of services is expressly prohibited. Subject to the above, the Client must present records of valid Transactions no later than three (3) business days after the date of the Transaction.
12. The Client shall only submit to PayDo the Cardholder’s/Payer’s payment details required for the processing of the Transaction. The Client represents and warrants that the person whose details are submitted as part of the Transaction made the purchase.
13. Prior to submitting any Transaction to PayDo, the Client must electronically record the sale and Transaction details and with each request for authorization or any other type of Transaction made by the Client shall include the specific fields and information as required by PayDo.

1. Records. The Client must securely retain in readable format all written or electronic data and documents with respect to each Transaction, data transmitted by Cardholders/Payers, conversation and correspondence logs, documents transmitted, subsequent actions such as chargebacks and refunds and in the case of distance sales by telephone, the date and time of the phone call, the person from whom the instruction to pay was taken, the subject matter of the purchase order and the payment details transmitted by the Cardholder/Payer (but not the card security code). The Client shall make the data and documents available to PayDo immediately upon request. The Client must retain this data and documents for at least three (3) years unless deletion is mandatory by Applicable Law.
2. The Client shall not store, retain, or record, in any form whatsoever, any of the following data subsequent to Transaction Authorization: (i) the full contents of any data read from the magnetic stripe, chip, or any other source; (ii) Card Verification Value 2 (CVV2/CVC2); (iii) PIN or encrypted PIN block; (iv) Token Authentication Verification Value (TAVV); (v) Dynamic Token Verification Value (DTVV); (vi) Cardholder Authentication Verification Value (CAVV); or (vii) any other sensitive authentication data as defined by PCI DSS or the Rules.

14. The Client shall only present a Transaction to PayDo for settlement once and shall never submit a Transaction that has previously been processed or declined through PayDo.
15. Prepayments, repeated or recurring payments and deferred payments. The Client acknowledges and agrees that in applying any of the aforementioned forms of payment it will comply with Applicable Law as well as with certain specific Rules in such matters including but not limited with respect to adequate disclosures to Cardholders (e.g. duration, charge(s) and frequency, timing, specific terms and conditions, delivery times, cancellation and refund policy, associated charges etc.) as well as recorded specific consents by the Cardholders at the time of the first or initial Transaction. The Client further acknowledges that certain Rules mandate that deviation from the respective guidelines will mandate a refund of the full amounts paid.
16. Surcharges to Cardholders/Payers. Client must not directly or indirectly require any Cardholder/Payer to pay a Surcharge (for the purposes of this clause, a “Surcharge” is any fee charged in connection with a Transaction that is not charged if the Card from another Card Scheme and/or another Payment Method is used) or any part of any Client fee paid to Acquirer or any contemporaneous finance charge in connection with a Transaction, unless applicable laws expressly require that client be permitted to impose a Surcharge. Any Surcharge amount, if allowed, must be included in the Transaction amount and not collected separately. The Client must clearly communicate Surcharge amount to Cardholder/Payer and Cardholder/Payer must agree to the surcharge amount before the Client initiates the Transaction.
17. Refunds. Any credit back or Refund in respect of a Card Transaction shall be made: (i) only if the original Card Transactions was (a) originally submitted to PayDo; and (b) subsequently cancelled, and (ii) only to the same Card used for the original Card Transaction. A credit or a Refund shall not exceed the amount of the original transaction. Client may not initiate a Refund without a sufficient positive Client’s balance held by PayDo. In case a certain Payment Method does not support refunds the Client undertakes to manually refund the Payer.
18. Without derogating from the Client’s other obligations in these Terms, the Client agrees not to use PayDo’s Platform and not to do any of the following with respect to any Transaction: (1) obtain multiple Authorizations for amounts less than the total sale amount; (2) obtain Authorization for purposes of setting aside Cardholder’s/Payer’s credit line for use in future sales; (3) require or indicate that it requires a minimum or maximum Transaction amount to accept a Card; (4) process Transactions relating to goods and services which are not under Client’s trade names or do not fall within the Client’s ordinary course of business as identified by the Client to PayDo and specifically approved by PayDo in writing; (5) sales by third parties; (6) goods or services for which the Client has received or expects to receive payment in any other form; and/or (7) Transactions which relate to the matters prohibited or restricted as per PayDo’s then current list of prohibited and restricted transactions, business types, products and services as set forth in Schedule 2 of these Terms .
19. Upon request, the Client shall provide with proof that each Transaction presented was processed as per the Card Scheme Rules/Payment Scheme Rules and these guidelines, was based on a legal transaction with the Cardholder that was permitted under these Terms and in an amount that corresponds to the presented transaction.
20. The Client specifically acknowledges that should the Client breach the guidelines set forth in these Terms in relation to Transactions PayDo shall be entitled, in addition to any other available remedy, to immediately terminate the Terms .
21. The Client undertakes to notify PayDo in regards to any technical errors regarding the Transactions for PayDo to act accordingly.
    

9. Ownership; Right to Use; Trademarks

1. Ownership. The Client acknowledges and agrees that all right, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, data base as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Platform and Services are and will remain solely and exclusively the property of PayDo and/or its licensors (or affiliates).
2. The Client is granted no title or ownership rights in the Platform or in part of the Platform. The Client further acknowledges that PayDo considers the Platform to contain trade secrets. The Client’s right to use the Platform and any part of the Platform is strictly limited to the provisions of this Section and PayDo reserves all rights not expressly granted herein.
3. Right to Use. Subject to the terms and conditions of these Terms, and contingent upon payment of the Fees set out in these Terms, PayDo grants the Client a limited, non-exclusive, non-transferable right during the term of these Terms (subject to suspension provisions) to access and use the Platform and Services in connection with the purposes set out in these Terms and as specifically permitted by PayDo for the Client’s internal purposes and solely as necessary for the Client’s use of the Services in accordance with these Terms . Client may not (i) distribute, sell, license, sublicense, assign, reproduce, transfer, pledge, or share the Platform and any part of the Platform, and/or any of its rights under these Terms ; or (ii) make the Platform or any part thereof available to others in a service bureau or outsourcing arrangement or for any other commercial time-sharing, data processing or other third party use. For the avoidance of doubt, Transaction specific guidelines and prohibitions as set forth in these Terms shall also be read to apply to use of the Platform (e.g. where a Transaction is prohibited the Client is also prohibited from using the Platform in that respect).
4. Marks 

1. Each Party represents and warrants that it is the sole and exclusive owner or is the authorized licensee of its Marks and all intellectual property rights as well as the materials provided to the other Party.
2. The Client hereby grants to PayDo and Card Schemes/Payment Schemes a worldwide, non-exclusive, unlimited and royalty-free license to use its Marks in the provision of Services and public disclosure of the parties’ relationships herein.

1. Such license shall explicitly include the usage of such Marks as may be required by the Card Scheme rules/Payment Scheme rules.

3. Card Scheme, Payment Scheme and PayDo Marks (jointly: “Scheme Marks”).

1. The Client’s use of Scheme Marks shall be subject to PayDo’s prior written consent and strictly limited to the manner of use as approved by PayDo, such right may be given, revoked or changed at any time upon notice at PayDo’s (or the respective owners’ or licensors’) sole discretion.

1. The Client agrees that it may be required by PayDo and/or Card Scheme rules/Payment Scheme rules to display the Scheme Marks on its Website in a specific way as a prerequisite to provision of the Services hereunder. 

2. The Client will accordingly change or remove such display immediately upon request by PayDo or the respective Mark owners or licensors.
3. Where the use is permitted by PayDo, the Client’s authorization to use the Scheme Marks shall comply with the Rules including the reproduction, usage, and artwork standards as they refer to Client’s specific line of business (each Scheme has brand standards which the Client will specifically comply with), as may be in effect from time to time and will be limited to the Client’s promotional materials and website to indicate that the Cards, issued by the respective Card Schemes are accepted as payment for the business’ goods and services. Where Client uses marks owned or licensed by different owners, visual parity will be maintained and no mark shall appear in a more prominent way than other marks and must be displayed as a free-standing mark. Client may be required to provide samples of such usages.
4. No Implied Endorsement. The Client will not use Scheme Marks and/or refer to Scheme Mark owners or licensor in any way which implies their endorsement of the Client, its activities or its goods or services. The Client may not refer to any of the Scheme Marks owners in stating eligibility for the Client’s products or services or to indicate payment acceptance.
5. The Client acknowledges and agrees that it shall not contest the ownership of the Scheme Marks for any reason. The Client specifically acknowledges and agrees that the respective Scheme are the sole and exclusive owner of their respective Marks. The Client may not use, adopt, register, or attempt to register a company name, product name, or Mark that is confusingly similar to any Scheme Mark.
6. The Client’s use or display of Scheme Marks will terminate effective with the termination of these Terms, suspension of the Services or upon notification by PayDo or the respective Mark owner or licensor (including but not limited to Card Schemes/Payment Schemes) to discontinue such use or display. It is acknowledged that Card Schemes/Payment Schemes reserve the right to at any time immediately and without any advance notice prohibit the Client from using their Marks.
   

10. Confidentiality

1. A Party (“Receiving Party”) agrees and undertakes to the other Party (“Disclosing Party”): (i) to hold in confidence the Disclosing Party’s Confidential Information; (ii) that the Disclosing Party’s Confidential Information shall neither be disclosed nor caused to be disclosed, whether directly or indirectly, to any third party or persons without Disclosing Party’s prior written consent and shall not be copied, reproduced or duplicated in any way or manner, in whole or in part, unless such copying, reproduction or duplication has been specifically authorized by Disclosing Party in writing; (iii) not to use the Disclosing Party’s Confidential Information for any purpose other than the specific purpose for which it was disclosed as described herein; and (iv) to limit disclosure of the Disclosing Party’s Confidential Information to those of Receiving Party’s personnel who have a need to know such Disclosing Party’s Confidential Information, which have been advised of Receiving Party’s obligations hereunder and who are bound to Receiving Party by similar confidentiality obligations.
2. Disclosure of the Confidential Information to Receiving Party shall in no way serve to create a license to use, or any right in, the Confidential Information or in any other proprietary product, trademark, copyright, patent, or other right.
3. The confidentiality obligations above shall not apply to such information which: (a) becomes public domain without direct or indirect fault on Receiving Party’s part, as can be substantiated by written records; (b) is previously known to Receiving Party without an obligation to keep it confidential, as can be substantiated by written records; or (c) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, Receiving Party first notifies Disclosing Party to enable it to seek relief from such requirement, and that Receiving Party renders reasonable assistance requested by Disclosing Party in connection therewith.
4. Receiving Party hereby covenants and warrants that the Disclosing Party’s Confidential Information shall be protected, kept and treated by Receiving Party in strict confidence and Receiving Party shall apply a degree of care similar to the degree of care applied by Receiving Party in relation to Receiving Party’s own confidential information and data of a confidential nature provided that such degree of care shall in any way comply with applicable standard of reasonableness.
5. Upon the termination and/or expiration of these Terms for any reason and/or at Disclosing Party’s request (A) Receiving Party shall: (i) return to Disclosing Party any document or other material in any form in its possession relating to the Disclosing Party’s Confidential Information; and/or (ii) destroy any document or other material in any form that contains the Confidential Information; and (B) certify to Disclosing Party such return and/or destruction. The above is subject to applicable regulatory, Card Scheme/Payment Scheme and accounting guidelines and to the respective Party’s retention policies.
6. Receiving Party acknowledges that a breach of these confidentiality provisions may cause Disclosing Party extensive and irreparable harm and damage, and agrees that Disclosing Party shall be entitled to injunctive relief to prevent use or disclosure of the Disclosing Party’s Confidential Information, in addition to any other remedy available to Disclosing Party under Applicable Law.
7. Notwithstanding, the Client hereby authorizes PayDo and PayDo shall have a right to process (including but not limited to collect, record, use and disclose), any information and documents PayDo receives under these Terms or otherwise obtains in connection with these Terms or in performing the Services, including but not limited to the know-your customer information, as required by PayDo: (i) in order to provide the Services and perform its undertakings under these Terms, Applicable Law and the Rules; (ii) in review of the Client’s compliance with the provisions of these Terms ; (iii) use in fraud prevention program for the purpose of assisting in identifying merchants involved in, amongst other things, fraud or suspected fraud, insolvency, breach of Terms and such matter which would assist PayDo in efforts to prevent fraud; (iv) as requested by respective Card Scheme/Payment Scheme or by any competent authority (all of which shall enjoy processing rights similar to PayDo’s as per the provisions of this section); or (v) for the purpose of disclosure to law enforcement bodies where fraud or other criminal activity are suspected.
8. The aforementioned authorization shall accordingly also apply to disclosure and transfer to the following third parties: (i) PayDo’s partners, service providers, affiliates and subsidiaries as well appropriate third parties and offices with which PayDo may validate the information provided by Client; (ii) any Card Scheme/Payment Scheme; (iii) any third party to which PayDo assigns, novates or transfers its rights and/or responsibilities under these Terms (or considers doing any of the aforementioned); or (iv) the Client’s agent/reseller (where applicable).
9. Data Protection. The Parties agree and acknowledge that for the purpose of Data Protection Laws the Parties shall follow the provisions of Schedule 3 (Data Protection).
   

11. Independence

1. The Client acknowledges that PayDo is an independent contractor. The Parties’ relationship to each other in all matters relating to the performance of these Terms is that of independent entities and nothing contained in these Terms will place the Parties in the relationship of partners, participants in a joint venture, contractor-subcontractor, or employer-employee and, except as set forth herein, neither Party shall have the authority to act in the name or on behalf of the other Party nor will it have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter into any binding obligation on the other’s behalf. Any attempt to do so shall be null and void.

 

12. Governing Law and Dispute Resolution

1. These Terms and all matters arising from it and any dispute arising between the Parties in connection with these Terms shall be governed by and construed in accordance with the laws of Malta. The competent courts of Malta shall have exclusive jurisdiction in any legal proceedings resulting or connected with these Terms, and the Parties hereby irrevocably submit to such exclusive jurisdiction.
2. Notwithstanding the foregoing, the Parties acknowledge that disputes, chargebacks, or compliance cases arising under or in connection with the processing of card transactions may be subject to the dispute resolution procedures and timelines prescribed under the applicable Rules and other relevant Card Scheme Rules/Payment Scheme Rules. PayDo shall handle such dispute and compliance cases in accordance with the respective Card Scheme/Payment Schemes requirements, and the Client shall fully cooperate with PayDo by providing all information and documentation reasonably required within the time limits specified by the relevant Card Scheme/Payment Scheme. The outcome of such scheme-level dispute proceedings shall be binding upon the Parties to the extent required under the applicable Rules.
3. For the purpose of effective dispute management and risk monitoring, PayDo may utilize in-house and/or third-party dispute management platforms, tools, and resources designed to facilitate timely case handling, evidence submission, and detection of potential fraud or abuse. The Client acknowledges and agrees that such systems may be used to process dispute-related data and communications in accordance with the applicable Rules and Data Protection Laws.

13. Miscellaneous Provisions

1. The Client hereby agrees to receive advertisements, by phone, e-mail, or any other means by PayDo and its affiliates for their products and services. The Client shall have the right to unsubscribe at any time by email notice to PayDo to the address specified in such notice.
2. In the event of any inconsistency between any provision of these Terms and the Rules, the Rules will govern.
3. Disputes with Cardholders. All disputes between the Client and any Cardholder shall be settled between the Client and the Cardholder and PayDo shall not be a party nor bear any responsibility for such dispute. The Client shall respond to Cardholder disputes (including but not limited with respect to handling Chargebacks) as per Applicable Law and Rules.
4. Neither Party shall be deemed to be in breach of these Terms or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Party and the time for performance of that obligation shall be extended accordingly. If the Force Majeure in question prevails for a continuous period in excess of three months the Parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
5. These Terms and its Schedules, together with the documents referred to constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof.
6. No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of these Terms .
7. The provisions of these Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
8. These Terms, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced, or transferred by the Client without the advance written consent of PayDo.
9. Card Scheme/Payment Scheme rights. The Card Schemes/Payment Schemes shall have the right, either in law or in equity, to enforce any provision of the Rules and to prohibit PayDo and/or Client from engaging in any conduct the Card Scheme/Payment Scheme deems could injure or could create a risk of injury to the Card Scheme/Payment Scheme, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Card Scheme’s/Payment Scheme’s Confidential Information as defined in the Rules, or both, and to require the limitation or termination of these Terms or any rights granted to the Client hereunder. The Client agrees to refrain from taking any action that would have the effect of interfering with or preventing an exercise of these rights by the aforementioned.
10. Notices. Any notice required or permitted in these Terms shall be in writing and shall be delivered by overnight courier at the respective addresses set forth above (as may be changed by each of the Parties from time to time) or provided via electronic mail to PayDo to its designated employee or representative and if to Client to its authorised representative. Any notice shall operate and be deemed to have been served on the second business day (in the place of receipt) after the date of delivery to the overnight courier or the sending via electronic mail. Notwithstanding, court documents must be submitted as per Applicable Law.
11. Severability. All the provisions of these Terms are distinct and severable. If any provision of these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, this shall not impair the operation of these Terms or affect the other provisions which are valid.
12. Acceptance. These Terms shall become binding on a specific Client upon execution of Annex 1 (Fees and Terms), the date of which shall constitute the “Effective Date” of these Terms for the respective Client. The version of these Terms in effect as of the date of execution of Annex 1 shall be the version binding on the Client. Prior to such execution, a prospective Client may be required to confirm its review of these Terms through a click-to-accept mechanism on the PayDo Website, which shall constitute an acknowledgment of review only and shall not in itself constitute acceptance of or entry into a legally binding agreement under these Terms. The provision of Services shall commence upon the execution of Annex 1 (Fees and Terms) and PayDo’s written confirmation of the Client’s onboarding completion, unless otherwise agreed by the Parties in writing.
13. Amendment. PayDo reserves the right to unilaterally amend these Terms at any time upon sixty (60) calendar days’ prior written notice to the Client, unless a shorter notice period is required by a regulatory authority, Card Scheme, or Payment Scheme, in which case such shorter period shall apply. The amended version of these Terms shall be published on the PayDo Website and shall become effective upon expiry of the applicable notice period. Continued use of the Services following the effective date of any amendment shall constitute the Client’s acceptance of the amended Terms, notwithstanding any requirement for execution of Annex 1 applicable at initial onboarding.
14. Separately Executed Agreements. These Terms shall not apply to any Client that has entered into a separately executed written agreement with PayDo governing the same subject matter as these Terms. Such Client’s relationship with PayDo in respect of such subject matter shall be governed exclusively by the provisions of that separate agreement.

SCHEDULE 1 – PROCESSING SERVICES AND MERCHANT ACCOUNT

 

1. Definitions

In this Schedule, any capitalized terms shall have the meaning ascribed to them in the Terms, unless expressly stated otherwise. The following terms as used in this Schedule shall have the meanings ascribed to them herein:

1. “Deductions” means any and all of the following: (1) fees, charges and tax due to PayDo, Card Schemes/Payment Schemes as per the provisions of these Terms ; (2) Chargebacks, Refunds, credits, payments imposed and any other amounts deducted from settled Transactions by the Card Schemes/Payment Schemes; (3) Assessments; (4) the Reserve amounts and any amount required to maintain the Reserve at the designated level; (5) amounts of overpayment, however made; (6) payments made in respect of invalid Transactions; and/or (7) any amounts owed or due to PayDo, Card Schemes/Payment Schemes or recoverable by PayDo and/or on behalf of Card Schemes/Payment Schemes under these Terms or otherwise.
2. “Remittances” means a transfer of money to Client for the amount actually collected by PayDo with respect to the Client’s Transactions processed, less Deductions.
3. “Processing Services” means services, offered by PayDo to the Merchant subject to the clause 2.1 hereof.
4. “Withdrawal” means withdrawal of funds from the Merchant Account by the Client, in accordance with the terms and conditions set out herein.

2. Processing Services and Settlement

1. The Processing Services shall include the following:

1. real-time online authentication and approval of the respective Transaction information as provided by the Client for each Transaction processed by PayDo.
2. real-time online confirmation and approval that the relevant Cardholder’s accounts with the Issuer Institution have sufficient credit/monies available to cover the amounts of the Transactions.
3. settlement of the Transactions that have been approved based on positive Issuer Institution information, positive credit availability (where relevant) and positive electronic mail verification to the extent that same are used.
4. alternative payment methods (including alternative payment methods provided by third-parties where PayDo acts as an introducer);
5. risk screening as per requirements set by the Client.
6. crediting back (refunding) Transactions (up to the amount debited) upon electronic instructions from the Client.
7. weekly electronic confirmations to the Client regarding the status of the Transactions including the total deposits, returns, Chargebacks pending and processed.
8. Where PayDo provides the Client with access to the online reporting platform or with periodic statements of account, the Client shall check each such statement on access to the online system or receipt, respectively, and notify PayDo within six (6) weeks of any errors in it. After the expiry of said period, the information/statement shall be deemed to have been approved. PayDo will not have any obligation to investigate or effect any deviations reported after such a period of time.

2. PayDo is responsible for the processing of funds to the Client in accordance with the Card Schemes Rules/Payment Schemes Rules and Applicable Law. PayDo shall ensure the secure and proper handling of Client funds during processing, settlement and remittance, and shall maintain appropriate measures to protect such funds against loss, misuse, or unauthorised access. 
3. The Client hereby confirms that the provision of certain parts or all of Processing Services as outlined in 2.1 may be delegated by PayDo to other entities of PayDo group and PayDo reserves the right to utilize third-parties for the proper provision of Processing Services at its own discretion.

3. Reserve

1. PayDo will maintain a non-interest bearing security reserve to guarantee payment by Client of Deductions or any other actual or potential debt or liability (the “Reserve”). PayDo will fund the Reserve, replenish and maintain it at the designated level by deducting the required amounts from the Remittances and/or other funds due to the Client.
2. Unless otherwise notified by PayDo to the Client, the amount of the Reserve shall be specified in the Annex 1, and calculated as a percentage of the net Remittance amount and will be held and maintained for the Reserve Period, as calculated from the moment of such Remittance. If after the expiration of the Reserve Period there is still a risk of more Client Deductions or any other actual or potential debt or liability, then PayDo shall have the right to withhold such amount until such risk is eliminated. Upon expiration of the Reserve Period (or longer, as the case may be), any balance remaining as Reserve will be remitted to the Client. PayDo will inform the Client of any charges debited to the Reserve during this period.
3. PayDo hereby reserves the right to amend the rolling period and percentage in its sole discretion, subject to, inter alia, Chargeback and Fraud rates, as well as the Client’s risk profile.
4. Change in the Reserve ratio shall be communicated by PayDo to the Client by way of notice, no later than 2 business days before the effective date of such change.
5. For the avoidance of doubt, the Reserve constitutes collateral which remains the property of the Client but is held and controlled by PayDo as security for any actual or potential liabilities arising under the Terms . The Reserve shall be maintained in a segregated account or by other equivalent means ensuring segregation from PayDo’s own funds. In addition to the Reserve, PayDo may apply other exposure mitigation measures, including but not limited to transaction-level or account-level holds, personal or bank guarantees, or other collateral arrangements. The type, amount, duration and reconciliation of such measures shall be communicated to the Client in writing, and any remaining funds held under such measures shall be released to the Client following the settlement of all outstanding liabilities. 
6. The Client not meeting these provisions shall be considered a material breach of the Terms which may, inter alia, force PayDo to suspend or terminate the Services.
   

4. Withholding, Deductions and set-off

1. PayDo shall have the right to withhold, deduct or set-off the Deductions any other actual or potential debt or liability, from and against any amounts due to the Client or appearing on Client’s balance under these Terms (including but not limited to the Client’s approved and settled Transactions) or alternatively debit against the Reserve or debit the Client directly and if such actions are not possible require that the Client makes a payment to PayDo for the amounts required within two (2) days of PayDo’s request.
2. PayDo shall deduct the amounts which appeared on the Client’s balance subject to the technical errors.
3. The Client not meeting these provisions shall be considered a material breach of the Terms which may, inter alia, force PayDo to suspend or terminate the Services.
4. The Client acknowledges and agrees that not applying a Deduction or set-off for any period of time does not constitute a waiver of PayDo’s right to apply such Deduction or set-off retroactively or for that period of time including but not limited where such retroactive or retrospective Deductions are applied by the respective Card Schemes/Payment Schemes or third party processors.
5. THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES TO ANY DEDUCTIONS, CHARGE OR DEBIT MADE BY PayDo TO THE CLIENT’S BALANCE OR RESERVE.
   

5. Payment of Remittances

1. Remittances shall be paid to the Client’s Merchant Account in accordance with the provisions of this Section and Schedule 1, subject to the availability of funds with the relevant third parties (including, without limitation, Card Schemes, Payment Schemes, Internet service providers (ISPs), banks, processing networks, money transfer systems, external databases, etc.) and the receipt by the party making the remittance of the corresponding funds from the relevant Card Scheme/Payment Scheme.
2. Subject to Applicable Laws and/or Rules, Remittances shall be made by PayDo on a daily basis, subject to a delay of one business day from the date of the Transaction settlement to PayDo by the Card Scheme(s)/Payment Scheme(s). Payments will be made to the Merchant Account.
3. Remittance intervals may be changed or Remittance may be withheld or delayed upon notice and at PayDo’s sole discretion depending on Client’s level of Deductions (e.g. refund ratios, Fraud Ratios or Chargeback Ratios), any other actual or potential debt or liability and other risk considerations until such matters are resolved to PayDo’s satisfaction. Remittance may also be withheld or delayed where Client is in breach of the Terms, when the amount due is higher than the aggregate of the amounts held in the Client’s Reserve and settlement account or in the event the Client is part of or the Client is entered into any of the Card Schemes’ chargeback, fraud or audit programs (e.g. MasterCard’s Global Merchant Audit Program or Visa’s respective Merchant Fraud Programs).
4. Remittances may be affected, postponed or delayed due to weekends or banking holidays in the respective jurisdictions (PayDo’s, the Client’s, the respective Card Scheme/Payment Schemes, bank or third parties), or due to any technical delays or malfunctions of the relevant systems.
5. Currency. Unless otherwise agreed by the Parties, Remittances proceeding from the Transactions made in EUR, USD and GBP are payable to the Client in those respective currencies in which the Transactions were made by Cardholders.
6. Remittances proceeding from the Transactions made in currencies other than the EUR, USD and GBP are payable to the client in EUR equivalent. The currency exchange between the Transaction currency and EUR is made by the Card Schemes/Payment Schemes, in accordance with their Rules and procedures. The Cost of currency exchange is borne by the Cardholder/Payer, if not stipulated otherwise by the Rules.
7. The Remittances to Client shall constitute the full, final, and complete payment and consideration due to the Client.
8. The Client acknowledges, understands and accepts that (i) authorization of a transaction indicates that the Card is not restricted, declared invalid and within limits at the time of authorization and is not a promise to pay or guarantee of acceptance or payment by the Cardholder or protection against a chargeback or refund, and that (ii) an authorization shall not relieve Client of its contractual and legal obligations or otherwise validate a fraudulent or a disputed transaction whether or not client knew or should have known of the transaction being so.
9. The Client further acknowledges, understands and accepts that no acquisition of any Transaction shall be final so long as the Transaction is subject to refunds, chargeback, investigation of fraud or repayment, that PayDo may evoke prior provisional settlements and that all settlements, remittance and credits by PayDo are provisional and made conditionally and subject at all times to Rules, permissible Deductions or any other right to set off regardless of time of Deduction (for example purposes: if a deduction is due after the remittance has been made).
   

6. Remittance by/via Third Party

1. PayDo may at any time and without notice use third parties for the purpose of payment of Remittances and will notify the Client of the identity of such third parties from time to time. All payments to the Client’s account by third parties shall be deemed payment by PayDo, for all intents and purposes. Notwithstanding, where Remittances are made directly by such third parties such transfer of funds shall be subject to the third party’s practices and the third party may deduct wire fee for each remittance in accordance with its terms. PayDo shall not have any liability to the Client with respect to such payments by the third party.

7. Merchant Account

1. Merchant account is the payment account, opened by PayDo for Client for the purposes of settlement of funds, collected through the Services.
2. The Client shall only have the right to initiate Withdrawals to other accounts, held in the Client’s name with PayDo and/or third-party financial institutions.
3. To initiate a Withdrawal, the Client must give PayDo all the necessary information about the Withdrawal, including account details and any other information that PayDo reasonably requires. PayDo reserves the right to refuse any Withdrawal where You have failed to provide necessary information.
4. The Merchant Account balance must be at least equal to the Withdrawal amount in order for the Transaction to be processed.
5. If the Client initiates a transaction to an account in a currency different from the currency of Merchant Account, the beneficiary institution will convert the funds into the target currency using the current market exchange rates at the moment of the Withdrawal processing.
6. The Client is solely responsible for any incorrect Withdrawals caused by mistakes the Client made when entering the Withdrawal information. PayDo shall not be responsible for any losses, damages, or other costs suffered by the Client or any third parties as a result of these incorrect Withdrawals.
7. The Withdrawal might be subject to Withdrawal Fees, as stipulated in the Annex 1 hereto.
8. PayDo shall have the right to refuse any Withdrawal that appears suspicious or fraudulent by notifying the Client and returning the Withdrawal amount. If the Applicable Law requires PayDo to do so, we will also report the fraudulent Transaction to the appropriate authorities.
9. PayDo reserves its right to refuse, without prior notice, any Withdrawal in cases where such Withdrawal may be in breach of the Applicable Law, Card Scheme Rules/Payment Scheme Rules, these Terms or PayDo’s policies including, without limitation:

1. Withdrawals to financial institutions in jurisdictions, that are considered prohibited by PayDo, as provided on PayDo website and amended from time;
2. Withdrawals that are done in bad faith, including but not limited to circumstances, where Withdrawals and/or Services are used to mask the activity of the Client;
3. Withdrawals to the accounts held by third parties.

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SCHEDULE 2 – PROHIBITED AND RESTRICTED TRANSACTIONS, BUSINESS TYPES, PRODUCTS AND SERVICES

1. The Client is prohibited from processing Transaction and from using PayDo’s Platform and Services for Transactions relating to the following non exhaustive categories without PayDo’s prior written approval which may be withheld or revoked at PayDo’s sole discretion. PayDo may change these guidelines from time to time by the way of notification of the Client. MCC Codes provided below shall be construed as informative, rather than binding.

1. General Prohibition.

Activities that are illegal in operating jurisdictions.

Activities for the purpose of committing tax evasion, fraud, or other financial crimes.

Activities for or in conjunction with money laundering or terrorism financing.

Trade of ivory and other items/materials related to protected species.

Any involvement in the sale or marketing of Binary Options.

Any involvement in the production/distribution of strategic military and dual-use items.

Counterfeit / trademark infringement/replica goods, unlicensed or smuggled goods.

Online piracy or illegal streaming of licensed content.

Data (including personal or sensitive data) sale/purchase.

Underage porn or assimilated (any contents, services, hosting).

Get Rich Quick Schemes, high yield investment programmes.

Creation/management of fake profiles on social networks or marketplaces.

2. Activities that may be illegal, or subject to specific regulations or licensing.

Parcel or goods transportation, pick-up, handling (C2C or B2B with co-handling).	4215
Any involvement in the aviation industry.	4511
Precious goods (metals, stones, jewellery, raw materials) and related activities.	5094
Pharmaceutical goods and services (unlicensed online sale/trading).	5122
Drugs (legal or illegal), narcotics, psychotropic substances, cannabis, drug paraphernalia.	5122
Petroleum and Petroleum Products (Wholesale Distributors and Manufacturers).	5172
Any involvement in the production/distribution of petroleum and petroleum products.	5172
Sales of used motor vehicles/vehicle parts, auto-dealers, auctions.	5521
Weapons of war, automatic weapons, ammunition, or defence equipment.	5723
Any involvement in the production/distribution of alcoholic beverages.	5921
Auctions, Penny auctions, or any all-pay auction.	5932
Pawnbrokers/Pawnshops.	5933
Any sale, trading, or financing of smoking mixtures (e.g., tobacco).	5993
Energy traders.	5999
Sale of fireworks.	5999
Visa and immigration arrangements services.	6051
Lending companies (mortgage brokers, direct lenders, payday loans).	6051
Cash involved currency exchange retail units.	6051
Insurance Sales, Underwriting, and Premiums.	6300
Real Estate Agents and Managers – Rentals.	6513
Psychic services, voyance, clairvoyance services, unlicensed therapists.	7299
Debt collection services.	7322
Protective and Security Services.	7393
Medical consultation, teleconsultation, advice or practice.	8011
Crowdfunding, crowd-lending/financing (unregulated platforms).	8398
Charitable and Social Services (soliciting contributions, advocacy groups, etc.).	8398
Services promoting interests in a political party or candidate, including fundraising.	8651
Nuclear industry (Power Plants, Engineering, Suppliers, Waste Management, R&D).	8999

3. Adult and sexually oriented

Adult entertainment (general).	5967, 7273
Adult entertainment-related activities (affiliates, marketing, payment facilitators).	5967, 7273
Escorting services, prostitution agencies, non-therapeutic massage services (adult clubs, etc.).	7273
Any kind of pornography (contents, services, hosting, facilitation).	7840
Adult pay-per-view, webcams, or streaming.	7841

4. Unfair Practices

Multi-level, Ponzi / pyramidal schemes.

7399

2. Notwithstanding the foregoing, the following activities shall be considered prohibited, unless expressly stated otherwise in writing by PayDo. The Client shall have the right to apply for such exception, and PayDo may grant such exception in its sole discretion, provided that it may be subject to additional charge from the Client.

Computer Network / Information Services / Cyberlockers and similar remote digital file-sharing services	4816
Drugs, Drug Proprietors, and Druggists Sundries	5122
Motorcycle Shops and Dealers	5571
Digital Goods: Games / Games of Skill	5816
Drug Stores, Pharmacies	5912
Direct Marketing: Outbound Telemarketing Merchants	5966
Direct Marketing: Inbound Telemarketing Merchants	5967
Adult Content and Services	5967
Direct Marketing: Continuity/ Subscription “Negative Option” Merchants	5968
Cigar Stores and Stands / Tobacco Sales	5993
Merchandise and Services: Customer Financial Institution / Crypto Merchants	6012
Quasi Cash: Merchant / Crypto Merchants	6051
Securities: Brokers/Dealers / High Integrity Risk Financial Trading Platforms	6211
Dating and Escort Services	7273
Gambling Transactions	7995
Government Owned Lottery (U.S. Region Only)	7800
Government Licensed Horse/Dog Racing (U.S. Region Only)	7802

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SCHEDULE 3 – DATA PROTECTION

1. Definitions

1.1. In this Data Protection Schedule the following words shall have the following meanings:

(a) controller, process, and processor have the meanings given to them in the Data Protection Law.

(b) data subject means an individual who is the subject of personal data.

(c) Data Protection Law means: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council and (ii) any other laws, regulations and secondary legislation enacted from time to time in Malta and the EU relating to data protection, the use of information relating to individuals, the information rights of individuals and/or the processing of personal data.

(d) Personal Data means information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.

2. Compliance with data protection law

2.1. Each party shall comply with the Data Protection Law as it applies to personal data processed under these Terms. This clause is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Law.

3. Data processing

3.1. The Parties agree and acknowledge that for the purpose of Data Protection Laws Client will be acting as a data controller and PayDo will be acting as a data processor in respect of the Personal Data that is the subject of these Terms.

3.2. The Client is solely and wholly responsible for establishing and maintaining the lawful basis for the processing of personal data by PayDo under these Terms in order to fulfil its obligations and with respect to including (where applicable) the obtaining of all necessary consents from data subjects.

3.3. A description of the data processing carried out by PayDo under these Terms is set out in Part 1 of the Appendix to this Data Protection Schedule.

3.4. The Client acknowledges that aggregated, anonymized data may be created based on Personal Data. Data subjects are not identifiable from this data. This data may be used and or shared with third parties for the purposes of billing, product enablement and build, testing or product improvement and for the purposes of replying to requests from public authorities.

3.5. The Client and PayDo agree to ensure that all staff are appropriately trained in line with their responsibilities under applicable data protection law.

3.6.Data protection enquiries should be addressed to PayDo’s Data Protection Officer at DPO@paydo.com.

3.7. In respect of the personal data processed by PayDo as a data processor acting on behalf of the Client under these Terms, PayDo shall:
(a) process the personal data only on the Client’s written instructions, for compliance with legal obligations to which PayDo is subject (in which case it shall, if permitted by such law, promptly notify the Client of that requirement before processing), and where processing is necessary for the purposes of the legitimate interests pursued by PayDo including the prevention of fraud and the maintenance of information security (except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, or where the data subject is a child).

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised, unlawful or accidental processing, including accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data, such measures in each case to be appropriate to the likelihood and severity of harm to data subjects that might result from the unauthorised, unlawful or accidental processing, having regard to the state of technological development and the cost of implementing any measures.

(c) ensure that persons engaged in the processing of personal data are bound by appropriate confidentiality obligations.
(d) keep a record of the processing it carries out, and ensure the same is accurate.

(e) comply promptly with any lawful request from the Client requesting access to, copies of, or the amendment, transfer or deletion of the Personal Data to the extent the same is necessary to allow the Client to fulfil its own obligations under the Data Protection Law, including the Client’s obligations arising in respect of a request from a data subject.

(f) notify the Client promptly if it receives any complaint, notice or communication (whether from a data subject, competent supervisory authority or otherwise) relating to the processing, the personal data or to either party’s compliance with the Data Protection Law as it or they relate to these Terms, and provide the Client with reasonable co-operation, information and other assistance in relation to any such complaint, notice or communication.

(g) notify the Client promptly if, in its opinion, an instruction from the Client infringes any Data Protection Law (provided always that the Client acknowledges that it remains solely responsible for obtaining independent legal advice regarding the legality of its instructions) or PayDo is subject to legal requirements that would make it unlawful or otherwise impossible for PayDo to act according to the Client’s instructions or to comply with Data Protection Law.

(h) ensure in each case that prior to the processing of any personal data by any sub-processor, terms equivalent to the terms set out in this Data Protection Schedule are included in a written contract between PayDo and any sub-processor engaged in the processing of the personal data.
(i) subject always to the requirement of sub-clause 3.7(h) regarding a written contract, the Client hereby gives its prior written authorisation to the appointment by PayDo of each of the sub-processors or categories of sub-processors (as the case may be) who will process personal data listed in Part 2 of the Appendix to this Data Protection Schedule, and to the extent this authorisation is in respect of a category of sub-processors, PayDo shall inform the Client of any intended changes concerning the addition or replacement of other categories of sub-processors.
(j) only transfer the personal data outside of the European Union if it has fulfilled one of the following conditions:

I. the Personal Data is transferred to a country approved by the European Commission as providing an adequate level of protection for Personal Data,

II. the transfer is made pursuant to European Commission-approved standard contractual clauses for the transfer of Personal Data,

III. or other appropriate legal data transfer mechanisms are used.

The transfer of personal data may take place worldwide subject to the aforementioned arrangements. If the legal means by which adequate protection for the transfer is achieved ceases to be valid, PayDo will work with the Client to put in place an alternative solution. The Client acknowledges that PayDo may disclose the data to any applicable Card Scheme/Payment Scheme and their respective sub-processors, (including sub-processors located outside the EEA (European Economic Area) and such other entities to which it may be reasonably necessary to disclose and transfer personal data including the competent regulatory authority, law enforcement authorities and anti-terrorism or organized crime agencies to whom it is necessary to disclose data.

(k) inform the Client promptly (and in any event within one business day of becoming aware of such an event) if any personal data processed under these Terms is lost or destroyed or becomes damaged, corrupted, or unusable or is otherwise subject to unauthorised or unlawful processing including unauthorised or unlawful access or disclosure.

(l) inform the Client promptly (and in any event within five (5) business days) if it receives a request from a data subject for access to that person’s personal data and shall:

I. promptly provide the Client with reasonable co-operation and assistance in relation to such request; and

II. not disclose the personal data to any data subject (or to any third party) other than at the request of the Client or as otherwise required under these Terms .

(m) provide reasonable assistance to the Client in responding to requests from data subjects and in assisting the Client to comply with its obligations under Data Protection Law with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators.

(n) delete or return that personal data to the Client at the end of the duration of the processing as referred to in the Appendix, and at that time delete or destroy existing copies, subject to the requirements of any legal obligation arising from EU Member State law to which PayDo is subject, which require continued storage of the Cardholder Personal Data, (including, but not limited to obligations arising from measures aimed at combatting money laundering and the financing of terrorism).

(o) subject to the requirements of commercial and client confidentiality, make available to the Client such information as is reasonably required to demonstrate compliance with this Data Protection Schedule and, subject to any other conditions set out in these Terms regarding audit, allow for and contribute to audits, including inspections, of compliance with this Data Protection Schedule conducted by the Client or a professional independent auditor engaged by the Client. The following requirements apply to any audit:

I. the Client must give a minimum thirty (30) days’ notice of its intention to audit.

II. the Client may exercise the right to audit no more than once in any calendar year.

III. commencement of the audit shall be subject to agreement with PayDo of a scope of work for the audit at least ten (10) days in advance.
        IV. PayDo may restrict access to certain parts of its facilities and certain records where such restriction is necessary for commercial and/or client confidentiality.

V. the audit shall not include penetration testing, vulnerability scanning, or other security tests.

VI. the right to audit does not include the right to inspect, copy or otherwise remove any records, other than those that relate specifically and exclusively to the Client.

VII. any independent auditor will be required to sign such non-disclosure agreement as is reasonably required by PayDo prior to the audit.
        VIII. the Client shall compensate PayDo for its reasonable costs (including for the time of its personnel, other than the client relationship manager) incurred in supporting any audit.

Appendix to the Data Protection Schedule

Part 1 – Description of the processing

Subject matter of the processing	The processing of personal data to the extent necessary for the provision of the services set out in these Terms between PayDo and Client.
Duration of the processing	The duration of the processing of personal data by PayDo under these Terms is the period of these Terms and the longer of such additional period as: (i) is specified in any provisions of these Terms regarding data retention; and (ii) is required for compliance with law.
Nature of the processing	Such processing as is necessary to enable PayDo to comply with its obligations, pursue its legitimate interests, exercise its rights under these Terms, and to comply with its statutory obligations, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
Purpose of the processing	The performance of PayDo’s obligations, exercise of its rights under this Terms, the pursuit of its legitimate interests, its compliance with statutory obligations, including the performance of functions required or requested by the Client.
Personal data types	Personal data provided to PayDo by or on behalf of the Client, including personal data provided directly to PayDo by a data subject or third party: (i) on the instruction or request of the Client; or (ii) on the request of PayDo where PayDo has been authorised to make such request by the Client or is legally required to make such request. The personal data processed under these Terms will include (depending on the scope of Services provided): name; address; date of birth; gender; nationality; location; email address; billing address; address; Country; Country code; zip code; post code; user ID; telephone number; IP address, primary account number and associated card information.
Categories of data subjects	Personal data related to individuals associated with the Client (including its past, current, and future shareholders and directors). Personal data related to individuals purchasing goods and/or services from the Client.
Obligations and rights of the controller	As set out in the Terms .

Part 2 – Authorised sub-processors and categories of sub-processor

Authorised sub-processor / category of sub-processor	Description of the processing carried out by the sub-processor / category of sub-processor
Other members of the PayDo Group For the purposes of this provision, PayDo Group means entities which operate https://paydo.com/ and from whom you may receive Services.	Any of the processing carried out by PayDo
PayDo’s partners, service providers, affiliates and subsidiaries	Use of personal data in the provision of payments and ancillary services, chargebacks, the investigation of suspected incidents of fraud and other services necessary to support the provision of payment services.
Any applicable Acquirer, Financial Institution, Card Scheme/Payment Scheme and their respective sub processors, (including sub-processors located outside the EEA	Use of personal data in the provision of payments and ancillary services, chargebacks, the investigation of suspected incidents of fraud and other services necessary to support the provision of payment services.
Compliance service providers	Use of personal data in the performance of checks to identify politically exposed persons, persons that are subject to sanctions and other checks required by laws to which PayDo is subject.
Technology service providers used in the administration of payment, reconciliation and fraud services	Use of personal data to facilitate the provision of payment services (including ancillary services) and fraud services.

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SCHEDULE 4 – iGAMING

1. Notwithstanding anything to the contrary provided in the Terms, the following terms and limitations shall apply to the Client’s use of the Services under these Terms .
2. The Client shall provide PayDo upon request, and no later than 3 business days after such request, with attestation, duly executed by the member of the Client’s senior management with regards to the following:

1. Validity and applicability of any government licenses held by the Client across all jurisdictions of operation, including provision of legal opinions from reputable local counsel where applicable to confirm licensing scope and cross-border permissibility;
2. Legality of the Client’s activity in each specific jurisdiction where it does provide its services, with regards to the government licenses and national law;
3. The Client’s full compliance with all and any Rules, as may be amended from time to time;
4. Non-conditional employment of age and location verification procedures and technologies by the Client, in compliance with the Applicable Law and the national law of the jurisdiction(s) of Client’s activity.

3. The Client shall, furthermore, provide PayDo upon request, with the certification for a qualified independent third party demonstrating that the Client’s systems:

1. Include effective age and location verification; and
2. are reasonably designed to ensure that the Client’s business will remain within legal limits in each separate jurisdiction of the Client’s activity.

4. The certification must include all screenshots and other media necessary to support the statements made in such certification.
5. The Client shall maintain and demonstrate a robust anti-money laundering and counter-terrorist financing (AML/CTF) framework, including:

1. A documented AML/CTF policy aligned with applicable regulatory standards;
2. Defined Know Your Customer (KYC), Customer Due Diligence (CDD), and Enhanced Due Diligence (EDD) procedures for player onboarding;
3. Ongoing transaction monitoring and suspicious activity detection systems;
4. An appointed compliance function, including a Money Laundering Reporting Officer (MLRO) or equivalent where applicable; and
5. Procedures for Suspicious Activity Report (SAR) or Suspicious Transaction Report (STR) filing to relevant authorities.

6. The Client shall provide PayDo upon request with processing history for the previous three to six months, including transaction volumes, chargeback and refund statistics, description of player funds handling model (including confirmation of segregation of player funds where applicable), evidence of responsible gambling controls, fraud prevention tools, and ultimate beneficial owner (UBO) source of funds and wealth documentation.
7. The Client shall implement and maintain technical geo-blocking capabilities to prevent access and transactions from jurisdictions where the Client is not licensed to operate or where gambling is prohibited, including:

1. IP-based geolocation blocking;
2. Country-level restrictions at account registration and gameplay stages;
3. Payment flow restrictions preventing transaction initiation from prohibited countries; and
4. BIN (Bank Identification Number) blocking for issuer locations where the Client is not licensed to operate.

8. The Client shall implement robust player access controls, including age-restriction, age-verification, and responsible gambling measures, to prevent prohibited persons from accessing gambling services. Such controls shall include, at minimum:

1. Clear 18+ age restrictions prominently disclosed on the website, including in Terms & Conditions, Responsible Gaming sections, and during user registration;
2. Technical measures to block access to gambling services by minors, including age declarations and access restrictions prior to account creation or gameplay;
3. Age verification procedures applied before allowing gameplay, deposits, or withdrawals, in line with the Client’s licensing and regulatory obligations; and
4. Responsible gambling controls and player protection mechanisms, including procedures for handling suspected underage users.
5. The Client shall ensure that it does not solicit, market to, or accept transactions from individuals who have exercised their right to self-exclude from gambling services under applicable local regulatory frameworks.

9. The Client shall maintain clear and transparent website disclosures, including:

1. License holder name, license number, issuing authority, and licensed jurisdiction displayed prominently in the website footer and/or legal sections;
2. Clear indication of jurisdictions where the Client is authorized to operate and jurisdictions from which access is restricted;
3. Responsible gaming information, including age restrictions, self-exclusion mechanisms, account controls, and player protection messaging; and
4. Alignment of all sales channels, marketing materials, and online presence with the Client’s licensed jurisdictions, ensuring no unlawful targeting or misleading promotion.
5. In accordance with Visa Rules, the Client’s homepage or payment page shall prominently display the following information:

(i) the statement: “Internet gambling may be illegal in the jurisdiction in which you are located; if so, you are not authorized to use your payment card to complete this transaction“;

(ii) a statement of the Cardholder’s responsibility to know the laws and regulations concerning card-absent gambling in the Cardholder’s country;

(iii) a statement prohibiting the participation of individuals under a lawful age;

(iv) a complete description of the rules of play, cancellation policies, and pay-out policies;

(v) a statement recommending that the Cardholder retain a copy of Transaction records and Merchant policies and rules; and

(vi) the Acquirer numeric identifier as provided by PayDo.

10. The Client shall implement and maintain data protection and privacy controls in compliance with applicable data protection regulations (including GDPR where applicable), including:

1. Explicit user consent mechanisms for the collection, use, storage, and communication of personal data;
2. Clear Privacy Notices and Terms & Conditions describing categories of personal data collected, purposes of processing, data retention periods, and third-party data sharing;
3. Accessible tools for users to review, modify, or withdraw previously granted consents; and
4. Mandatory compliance with PCI DSS requirements for handling cardholder data.

11. The Client shall maintain chargeback ratios and fraud levels within acceptable thresholds as communicated by PayDo from time to time, and shall comply with applicable payment scheme rules regarding fraud and dispute performance.
12. In the event of any confirmed breach of the requirements set forth in this Schedule, including but not limited to acceptance of players or transactions from prohibited jurisdictions, failure to maintain required controls, or violation of applicable laws or regulations, the Client shall immediately implement remediation measures as directed by PayDo. Repeated or material violations may result in suspension or termination of services in accordance with the Terms and applicable regulatory obligations.
13. The Client shall maintain documentation of all AML/CTF assessments, enhanced due diligence reviews, data protection compliance activities, and control implementations in accordance with applicable regulatory record-keeping requirements. Such documentation shall be made available to PayDo upon request and shall be subject to periodic review and audit based on risk level and regulatory requirements.
14. The Client reaffirms and declares that it will not submit any Transaction to PayDo that are or may be illegal or otherwise in breach of any applicable laws, regulations or Rules, including, without limitation, “Restricted Transactions”, as defined in the MasterCard Rules.

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SCHEDULE 5 – MARKETPLACES

1. This Schedule 5 outlines the specific requirements and limitations for any Client proposing to enable, manage, or host third-party sellers on a Website, in the form of online platform (e.g., electronic commerce website or mobile application) operated by the Client and to accept Cards as a payment method for such sales (hereinafter referred to as a “Platform Client“).
2. For the purposes of this Schedule, a “Third-party seller” is defined as a person or entity that offers physical goods or digital goods for sale on a consumer-facing online platform but does not itself accept Cards for those sales occurring on such online platform.
3. The Client is hereby granted an exception from clause 4.5.18 of the Terms, in the form of permission of processing of payments for goods and services, provided by persons, other the Client (Third-party sellers) on the terms and conditions and subject to limitations set out in these Terms and in this Schedule 5.
4. The Platform Client shall be obligated to:

1. Implement and maintain policies and procedures that:

1. Include the collection of information about each third-party seller and its principal owners as necessary or appropriate for client identification and due diligence purposes, including but not limited to: (i) legal names and any Doing Business As (DBA) names; (ii) all website URLs through which the third-party seller will conduct business; (iii) for individual sellers (natural persons), enhanced identity verification with heightened scrutiny beyond that applied to corporate entities; and (iv) all information required by applicable Merchant Monitoring Service Providers (MMSP).
2. Include verification that the information collected is true and accurate.
3. Comply with Applicable Legislation and all local laws and regulations relating to anti-money laundering, anti-terrorist financing, and sanction screening requirements, including but not limited to: (i) screening against OFAC (Office of Foreign Assets Control) sanctions lists at the time of onboarding, upon settlement of funds, and on a continuous basis as such lists are updated; (ii) screening for Politically Exposed Persons (PEPs), defined as individuals with prominent positions in public life who present higher risk for money laundering, terrorist financing, corruption, and bribery; and (iii) screening against Mastercard MATCH (Master Alert to Control High-Risk Merchants) list and VISA Merchant Screening Service (VMSS) database.

2. Enter into a legally binding contract with each third-party seller before submitting Transactions on its behalf. Such contract shall explicitly stipulate that:

1. The third-party seller is prohibited from conducting any sale that it knows or should have known is illegal, breaches Card Schemes Rules/Payment Schemes Rules, fraudulent or not authorized by the Cardholder/Payer.
2. A violation of this prohibition will result in the immediate termination of the contract without prior notice.

3. Name Verification:

1. Ensure that third-party seller names visible on the Website(s) in the process of a purchase do not belong to other legal entities, thereby preventing unlawful usage of existing business trademarks, including the impersonation of such names to defraud Cardholders.

4. Fraud Loss Control:

1. Establish and maintain robust fraud loss control measures appropriate to the third-party seller’s business, including, but not limited to, the detection of sales involving counterfeit goods or the infringement of intellectual property rights, and implement transaction monitoring systems and fraud detection technology to continuously monitor all third-party seller transactions for indicators of fraud, suspicious patterns, and unauthorized activity.

5. Business Activity Monitoring: Regularly review and monitor its Website(s) and business activities to confirm and reconfirm that all Transactions are conducted legally (based on the Applicable Laws in the locations of the Client, Cardholder, and third-party seller), in an ethical manner, and in full compliance with the Rules and other applicable standards.
6. Retailer Volume Limitations: In accordance with Card Scheme marketplace Rules, no single third-party seller may process transactions that exceed: (i) ten million US Dollars (US $10,000,000) in annual transaction volume through the Platform Client; AND (ii) ten percent (10%) of the Platform Client’s total annual transaction volume. The Client shall monitor and ensure compliance with these volume limitations and immediately notify PayDo if any third-party seller approaches or exceeds these thresholds.

5. Liability for Third-party sellers: The Client fully understands and accepts its sole liability for all acts, omissions, disputes, and Cardholder service issues, and its sole and ultimate responsibility to manage and resolve Cardholder disputes relating to Transactions arising from Third-party sellers.
6. Compliance with the Rules: The Client must ensure and it is its sole liability that the Client and any Third-party sellers are compliant with the Rules, including, without limitation, any specific rules, programmes, and guidelines pertaining to marketplace merchants, including those set out in any marketplace or payment facilitator risk guides published by the applicable Card Schemes/Payment Schemes, as may be updated from time to time and as communicated by PayDo.
7. Compliance with the local laws: The Client is permitted to submit Transactions on behalf of Third-party sellers located in a country different from the Client’s country of domicile. It is the sole and ultimate liability and responsibility of the Client to ensure that the actions of Third-party sellers, their goods, services and works, are in full compliance with the Applicable Law, the law of the Client’s domicile and the law of domicile of Cardholders, transacting with such Third-party sellers.
8. Liability: the Client is solely and ultimately financially liable and responsible to PayDo, Card Schemes/Payment Schemes, Cardholders/Payers and any other third-parties for all Third-party seller transactions. The Client is explicitly prohibited from transferring or attempting to transfer such liability, including, without limitation, by asking or requiring Cardholders to waive their dispute rights.
9. Websites: The Client shall only have the right to submit Third-party sellers Transactions to PayDo, if such Third-party sellers use the Client’s Website, as approved by PayDo hereunder.
10. Third-party seller termination: in addition to all and any rights under these Terms and without prejudice to such and to the Rules, PayDo shall have the right to prohibit the Client from submitting the Transactions of specific Third-party sellers either temporary or permanently for any reason whatsoever, in sole discretion of PayDo, including, without limitation, request of the Card Scheme/Payment Scheme. The Client shall comply with such prohibition immediately upon receipt.
11. Terminated Third-party sellers: The Client shall not knowingly contract with Third-party sellers to accept Transactions under these Terms if such Third-party seller was terminated by PayDo and/or on direction of Card Schemes/Payment Schemes and/or government agencies. PayDo may provide the list of such terminated merchants to the Client for reference purposes.
12. Prohibited Third-party sellers: PayDo may provide the Client with a list of Third-party sellers or categories thereof, the Transactions of which shall be prohibited to submit to PayDo by the Client. Without limiting the generality of the foregoing, and in accordance with Card Scheme marketplace rules, the following categories of Third-party sellers are expressly prohibited from processing transactions through the Platform Client: (i) franchises; (ii) travel agents and travel aggregators; and (iii) any other high-risk seller categories as may be designated by the Card Schemes from time to time. PayDo may amend this list from time to time, subject to notification to the Client, and client shall comply with such amended list immediately, but no later than one calendar day of such amendment.
13. Card Schemes approval: The Client accepts that the provision of services under these Terms is subject to all and any necessary approvals and permits that may be required to obtain by PayDo or the Client from Card Schemes and/or Payment Scheme, and their continuous validity.
14. Warranties: by the way of execution of these Terms, the Client confirms and warrants the following, in addition and without prejudice to any other warranties provided by the Client to PayDo or the Card Schemes/Payment Schemes:

1. It is financially sound;
2. It holds all and any permits, licenses and other government authorisations as may be needed for the purposes of its activity;
3. It is in full compliance with all and any Card Schemes Rules/Payment Schemes Rules, including any registrations and permits thereunder as may be required;
4. It is in good standing with all and any Card Schemes/Payment Schemes risk management and compliance programmes.

15. The Client is fully liable for maintaining the warranties as described above, and shall notify PayDo immediately, but no later than one calendar day, if the Client is in breach of any of the aforementioned warranties.

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SCHEDULE 6 – CRYPTOCURRENCY AND DIGITAL ASSETS

1. Scope and Application

1.1. This Schedule 6 applies to Clients engaged in the sale, exchange, transfer, custody, or facilitation of transactions involving Cryptocurrency, Digital Assets, Non-Fungible Tokens (NFTs), stablecoins, or other non-fiat currencies (collectively, “Digital Currency Services”).

1.2. Notwithstanding anything to the contrary provided in the Terms, the terms and conditions set forth in this Schedule shall apply to the Client’s use of the Services in connection with Digital Currency Services and shall prevail over any conflicting provisions in the main Terms to the extent of such conflict.

1.3. The Client acknowledges that Digital Currency Services are classified as High Integrity Risk activities under the Visa Integrity Risk Program (VIRP) and equivalent Mastercard programmes, and agrees to comply with all applicable requirements thereunder.

2. Definitions

2.1. For the purposes of this Schedule, the following terms shall have the meanings ascribed to them below:

(a) “Cryptocurrency” means any digital or virtual currency that uses cryptographic technology for security, operates on a decentralised network (such as blockchain), and is not issued or guaranteed by any central bank or government authority.

(b) “Digital Asset” means any digital representation of value or rights that can be transferred, stored, or traded electronically, including Cryptocurrency, utility tokens, security tokens, and other blockchain-based assets.

(c) “Non-Fungible Token” or “NFT” means a unique digital identifier recorded on a blockchain that certifies ownership and authenticity of a specific digital or physical asset.

(d) “Ramp Provider” means a third party that uses payment services to convert transactions from fiat currency to non-fiat currency (on-ramp) or from non-fiat currency to fiat currency (off-ramp), as defined under the Visa Integrity Risk Program.

(e) “Conversion Affiliate” means a merchant or entity that contracts with a Ramp Provider to facilitate the conversion of fiat currency to non-fiat currency or vice versa on behalf of Cardholders.

(f) “Wallet Address” means a unique alphanumeric identifier on a blockchain network that serves as a destination for the receipt or storage of Digital Assets.

(g) “Blockchain Transaction Hash” means the unique identifier assigned to a transaction on a blockchain network, which can be used to verify and trace the transaction on a public blockchain explorer.

(h) “Stablecoin” means a type of Cryptocurrency designed to maintain a stable value relative to a reference asset, such as fiat currency, commodities, or algorithmic mechanisms.

3. Registration, Licensing and Card/Payment Scheme Compliance

3.1. The Client represents, warrants, and covenants that:

(a) It holds and shall maintain throughout the term of these Terms all licenses, registrations, and authorisations required under Applicable Law to conduct Digital Currency Services in each jurisdiction where it operates, including but not limited to virtual asset service provider (VASP) registrations, money transmitter licenses, and equivalent authorisations;

(b) It is registered, or shall register prior to processing any Transactions, under the Visa Integrity Risk Program (VIRP) High Integrity Risk Registration (HIRR) system and any equivalent Mastercard registration programmes;

(c) If operating as a Ramp Provider, it has completed or shall complete registration under the Visa Ramp Provider Program by the applicable deadline and shall maintain such registration throughout the term of these Terms ;

(d) It shall comply with all applicable MCC (Merchant Category Code) requirements, including the use of MCC 6051 (Quasi Cash – Merchant) or MCC 6012 (Financial Institution – Merchandise and Services) as applicable for Cryptocurrency transactions, and shall include all required special condition indicators in authorisation and clearing records;

(e) It shall implement and use the mandatory cryptocurrency indicators in all transaction messages as required by the Card Schemes/Payment Schemes, including special condition indicator 7 and the quasi-cash transaction indicator in authorisation requests.

3.2. The Client shall provide PayDo with copies of all relevant licenses, registrations, and Card Scheme registration confirmations upon request, and shall notify PayDo immediately, but no later than one (1) business day, of any change in status, suspension, revocation, or non-renewal of any such license or registration.

3.3. Registration Fees: The Client acknowledges that Card Scheme registration for High Integrity Risk merchants involves:

(a) Initial non-refundable registration fees payable to the Card Schemes;

(b) Annual renewal fees to maintain registration status;

(c) Transaction-based fees (including per-transaction fees and basis point fees on processed volume) applicable to High Integrity Risk merchant categories;

(d) The Client shall be responsible for all such fees, which may be passed through by PayDo or invoiced separately.

3.4. Non-Compliance Penalties: The Client acknowledges that failure to maintain required registrations or comply with Card Scheme Rules may result in:

(a) Non-compliance assessments imposed by Card Schemes, which may be substantial;

(b) Monthly penalties for non-registered High Integrity Risk merchants;

(c) Additional assessments for any attempt to modify merchant details to avoid registration requirements;

(d) Listing on Card Scheme alert services (such as MATCH/TMF), which may prevent the Client from obtaining merchant services from other providers;

(e) The Client shall indemnify PayDo for all fines, penalties, and assessments arising from the Client’s non-compliance.

3.5. Merchant Eligibility Requirements: The Client represents and warrants that it meets the following eligibility criteria and shall continue to meet such criteria throughout the term of these Terms :

(a) The Client is well-established, has a positive industry reputation, and demonstrates a robust financial position with adequate capital and liquidity;

(b) The Client has a minimum of six (6) months of verifiable payment processing history, or such alternative evidence of operational capability as may be acceptable to PayDo in its sole discretion;

(c) The Client operates a clear and documented business model (such as on-ramp/off-ramp services, exchange, brokerage, or wallet services) that has been disclosed to and approved by PayDo;

(d) The Client has a verifiable legal entity structure with transparent ownership and beneficial control that has been disclosed to PayDo;

(e) The Client shall provide PayDo with its historical processing data, including fraud and chargeback performance, upon request and as part of the onboarding process.

4. Pre-Transaction Disclosure Requirements

4.1. Prior to processing any Transaction involving Digital Currency Services, the Client shall prominently display on its payment pages, and obtain acknowledgment from the Cardholder regarding, the following mandatory disclosures:

(a) A clear and complete description of the Digital Asset being acquired, including:

(i) For Cryptocurrency: the type and name of the currency or coin (e.g., Bitcoin, Ethereum);

(ii) For NFTs: a description of the NFT, including the underlying asset it represents;

(b) The total cost of the Transaction in fiat currency, including all fees, charges, taxes, conversion rates, network fees, and any other costs;

(c) The destination Wallet Address to which the Digital Asset will be delivered;

(d) A clear and prominent statement that the value of the Digital Asset may fluctuate or be volatile and that past performance is not indicative of future results;

(e) The applicable return, refund, and cancellation policy, clearly stating any restrictions or limitations, including if no refunds are permitted due to the nature of Digital Asset transactions;

(f) A statement of the risks associated with Digital Asset ownership, including but not limited to market volatility, regulatory uncertainty, potential loss of access due to lost private keys, and the irreversible nature of blockchain transactions;

(g) The expected delivery timeframe for the Digital Asset to the specified Wallet Address;

(h) Clear identification of the Client as the merchant responsible for the Transaction, customer service, and dispute resolution.

4.2. The Client shall not aggregate transactions for the acquisition of non-fiat currency with purchases of other items. If the Cardholder purchases multiple types of non-fiat currency in a single session, each purchase must be processed as a separate Transaction.

5. Post-Transaction Requirements and Record Keeping

5.1. Following the completion of any Transaction, the Client shall provide the Cardholder with a transaction receipt containing:

(a) Confirmation of the type and quantity of Digital Asset acquired;

(b) The total amount charged in fiat currency, with itemised fees;

(c) The conversion rate applied (if applicable);

(d) The destination Wallet Address;

(e) The Blockchain Transaction Hash, which must be searchable and traceable on a publicly accessible blockchain explorer;

(f) The date and time of the Transaction and delivery;

(g) Customer service contact information for dispute resolution.

5.2. The Client shall maintain comprehensive records of all Digital Currency Transactions for a minimum period of seven (7) years, or such longer period as required by Applicable Law, including:

(a) Complete transaction details including Blockchain Transaction Hashes and Wallet Addresses;

(b) Customer identification and verification records;

(c) Risk assessments and wallet screening results;

(d) Evidence of pre-transaction disclosures and customer acknowledgments;

(e) All communication with Cardholders regarding Transactions.

6. Anti-Money Laundering and Know Your Customer Requirements

6.1. The Client shall implement and maintain a comprehensive Anti-Money Laundering (AML) and Know Your Customer (KYC) programme that meets or exceeds the requirements of:

(a) The Financial Action Task Force (FATF) Recommendations, including the Travel Rule requirements for virtual asset transfers;

(b) Applicable EU Anti-Money Laundering Directives (AMLDs) and the Markets in Crypto-Assets Regulation (MiCA), where applicable;

(c) All local laws and regulations of jurisdictions in which the Client operates;

(d) Card Scheme Rules/Payment Scheme Rules relating to AML compliance for High Integrity Risk merchants.

6.2. The Client’s AML/KYC programme shall include, at minimum:

(a) Customer identification and verification procedures, including documentary verification of identity for all customers;

(b) Customer due diligence (CDD) and enhanced due diligence (EDD) procedures appropriate to the customer’s risk profile;

(c) Ongoing monitoring of customer relationships and transactions;

(d) Screening of customers and transactions against sanctions lists, including OFAC, EU, and UK sanctions lists;

(e) Politically Exposed Person (PEP) screening and appropriate risk-based measures;

(f) Suspicious activity monitoring and reporting to the appropriate Financial Intelligence Unit;

(g) Transaction monitoring systems capable of detecting unusual patterns, structuring, and other indicators of potential money laundering or terrorist financing;

(h) Regular training for all relevant personnel on AML/KYC obligations.

6.3.The Client shall comply with all applicable travel rule requirements governing the transfer of Digital Assets as prescribed by Applicable Law and the regulatory requirements of each jurisdiction in which the Client operates, including any applicable thresholds, data collection, transmission, and record-keeping obligations as may be updated from time to time. The Client shall indemnify and hold PayDo harmless from and against any claims, losses, fines, penalties, or regulatory actions arising from the Client’s failure to comply with applicable travel rule requirements.

6.4. Customer Access Controls: The Client shall implement robust customer access controls prior to granting users access to Digital Currency Services. At minimum, the Client shall:

(a) Perform customer identity verification before enabling account functionality, deposits, withdrawals, or Digital Currency transactions;

(b) Implement age verification controls to ensure that only users meeting the legal age requirement (eighteen (18) years or older) can access Digital Currency Services;

(c) Verify customer country of residence and location during onboarding, using reliable and independent data sources;

(d) Enforce jurisdictional eligibility requirements, including blocking access from prohibited or restricted countries, in accordance with Applicable Law, sanctions regimes, and the Client’s licensing scope;

(e) Implement ongoing monitoring mechanisms to detect changes in customer risk profile, including location inconsistencies or circumvention attempts (such as VPN usage or mismatched residency data).

7. Wallet Screening and Blockchain Analytics

7.1. The Client shall implement blockchain analytics and wallet screening capabilities to:

(a) Screen destination Wallet Addresses against known illicit wallet databases, including wallets associated with darknet markets, ransomware, sanctions violations, terrorist financing, and other illegal activities;

(b) Assess wallet risk scores based on historical transaction patterns and associations;

(c) Identify transactions involving mixing services, tumblers, privacy coins, or other obfuscation techniques;

(d) Monitor for indirect exposure to sanctioned entities through transaction chain analysis.

7.2. The Client shall not process Transactions to Wallet Addresses that are:

(a) Listed on any applicable sanctions list;

(b) Associated with known illegal activities;

(c) Flagged as high-risk by the Client’s blockchain analytics provider without additional due diligence.

7.3. For transfers to self-hosted (unhosted) wallets above the applicable threshold, the Client shall assess whether the Cardholder owns or controls the destination wallet before making the Digital Assets available.

7.4. Blockchain Analytics Tool Requirement: The Client shall utilise a recognised blockchain analytics and compliance platform (such as Chainalysis, Elliptic, TRM Labs, or equivalent industry-standard solution) for the purposes set forth in this Section 7. The Client shall:

(a) Provide evidence of an active subscription or licence for such blockchain analytics platform upon request by PayDo;

(b) Ensure that the blockchain analytics solution covers all Digital Asset types processed by the Client;

(c) Maintain records of all wallet screening results, risk scores, and any alerts generated by the blockchain analytics platform for the record retention period specified in these Terms .

8. Chargebacks, Disputes and Financial Liability

8.1. The Client acknowledges and accepts that Cardholders may dispute Digital Currency Transactions under the Card Scheme Rules where:

(a) The Digital Asset was not delivered to the correct destination Wallet Address as specified at the time of purchase;

(b) The Digital Asset delivered did not match the description provided at the time of purchase;

(c) The Transaction was not authorised by the Cardholder;

(d) Any other valid dispute grounds under the applicable Card Scheme Rules.

8.2. To challenge Chargebacks, the Client must be, in addition to the Chargeback handling obligations set out in the Terms, capable of providing:

(a) Evidence that the destination Wallet Address matches the address provided on the payment pages and transaction receipt;

(b) The Blockchain Transaction Hash demonstrating successful delivery, which must be searchable and traceable on a publicly accessible blockchain explorer;

(c) Evidence of pre-transaction disclosures acknowledged by the Cardholder;

(d) Customer verification records demonstrating the Transaction was properly authorised.

8.3. Financial Liability: The Client is solely and fully financially liable for all Transactions, Chargebacks, disputes, and customer service issues arising from Digital Currency Services. The Client shall not transfer, or permit any Conversion Affiliate to transfer, its financial liability by asking or requiring Cardholders to waive their dispute rights.

8.4. The Client acknowledges that due to the irreversible nature of blockchain transactions and the volatility of Digital Asset values, the Client bears substantial financial risk in the event of Chargebacks and shall maintain adequate reserves to cover all potential liabilities.

8.5. Card Scheme Monitoring Programme Compliance: The Client acknowledges that its fraud and chargeback performance is subject to monitoring under the Visa Acquirer Monitoring Program (VAMP), Mastercard Acquirer Chargeback Monitoring Program (ACMP), and equivalent Card Scheme monitoring programmes. The Client shall:

(a) Maintain fraud and chargeback rates below the thresholds established by the applicable Card Scheme monitoring programmes;

(b) Cooperate fully with PayDo in the development and implementation of any corrective action plan required due to identification under a Card Scheme monitoring programme;

(c) Implement corrective measures within the timeframes specified by PayDo or the relevant Card Scheme;

(d) Participate in chargeback prevention programmes and dispute resolution services (such as Visa Order Insights, Verifi RDR, or Compelling Evidence 3.0) as may be required by PayDo;

(e) Bear all fines, assessments, and penalties imposed by Card Schemes arising from the Client’s failure to comply with monitoring programme requirements or to implement effective corrective measures.

9. Prohibited Activities

9.1. In addition to the prohibitions set forth in Schedule 2 and elsewhere in the Terms, the Client shall not:

(a) Process Transactions for the acquisition of Digital Assets where the ultimate purpose is gambling (which must use MCC 7995);

(b) Process Transactions involving privacy coins (such as Monero, Zcash, or similar) without express prior written approval from PayDo;

(c) Facilitate transactions with or for persons or entities subject to sanctions;

(d) Knowingly process transactions that represent the proceeds of illegal activity or are intended to launder money;

(e) Offer investment advice, portfolio management, or represent Digital Assets as investment products without appropriate licensing;

(f) Make guarantees regarding the future value or performance of any Digital Asset;

(g) Aggregate transactions for the acquisition of non-fiat currency with purchases of other items or aggregate purchases of different types of non-fiat currency into a single Transaction;

(h) Operate in jurisdictions where Digital Currency Services are prohibited by law without proper authorisation;

(i) Operate pyramid schemes, Ponzi schemes, multi-level marketing schemes, or high-yield investment programmes involving Digital Assets.

9.2. Geographic Restrictions and Controls: The Client shall implement and maintain effective geographic controls to ensure that Digital Currency Services are provided only in jurisdictions where the Client is authorised and licensed to operate. Such controls shall include:

(a) IP address and geolocation-based blocking mechanisms to restrict access from prohibited or unauthorised jurisdictions;

(b) Country-level blocking for all jurisdictions subject to comprehensive sanctions (including OFAC, EU, and UK sanctions programmes) and jurisdictions where Digital Currency Services are prohibited by law;

(c) Mechanisms to detect and prevent circumvention attempts, including VPN usage detection and monitoring for geographic inconsistencies between declared residence and transaction origin;

(d) Ongoing monitoring for cross-border transaction spikes, activity from new restricted geographies, or mismatches between declared target markets and observed transaction patterns;

(e) Maintenance of a documented list of permitted and prohibited jurisdictions, updated in accordance with changes in Applicable Law and the Client’s licensing status.

10. Security and Technology Requirements

10.1. In addition to the PCI-DSS requirements set forth in the Terms, the Client shall:

(a) Implement robust cybersecurity measures appropriate for the custody and transfer of Digital Assets, including but not limited to multi-signature wallets, cold storage for significant holdings, and hardware security modules;

(b) Implement strong customer authentication measures, including multi-factor authentication for all transactions above specified thresholds;

(c) Maintain secure key management procedures with appropriate access controls and segregation of duties.

10.2. Fraud Prevention Controls: The Client shall implement and maintain comprehensive fraud prevention controls, including:

(a) Mandatory implementation of 3-D Secure (3DS) authentication for all card-present and card-not-present Transactions;

(b) Mandatory collection and verification of Card Verification Value (CVV/CVV2/CVC) for all Transactions;

(c) Address Verification Service (AVS) checks where available;

(d) Real-time fraud management tools (rule-based or AI-powered) capable of identifying and blocking suspicious transactions;

(e) Velocity rules and transaction limits appropriate to the Client’s risk profile;

(f) Device fingerprinting, IP address analysis, and geolocation screening;

(g) Blacklist management for known fraudulent cards, devices, and IP addresses;

(h) Transaction data inconsistency detection mechanisms;

(i) Enumeration attack detection and prevention controls.

10.3. The Client shall utilise TC40 (fraud) data provided by PayDo for ongoing analysis, pattern identification, and continuous improvement of fraud prevention rules and controls.

11. Attestations and Certifications

11.1. The Client shall provide PayDo, upon request and no later than five (5) business days after such request, with attestation duly executed by a member of the Client’s senior management regarding:

(a) The validity and applicability of all licenses and registrations held by the Client for Digital Currency Services;

(b) The Client’s compliance with all applicable Card Scheme Rules/Payment Scheme Rules, including VIRP registration requirements;

(c) The Client’s AML/KYC programme compliance, including Travel Rule implementation;

(d) The effectiveness of blockchain analytics and wallet screening systems;

(e) Implementation of all mandatory pre-transaction and post-transaction disclosure requirements.

11.2. Any certification shall include all screenshots, system documentation, and other evidence necessary to support the statements made therein.

12. Conversion Affiliates

12.1. If the Client operates as a Ramp Provider and engages Conversion Affiliates, the Client shall:

(a) Conduct thorough due diligence on each Conversion Affiliate prior to engagement;

(b) Enter into written agreements with each Conversion Affiliate that require compliance with this Schedule and the Terms ;

(c) Monitor Conversion Affiliates for compliance with applicable requirements;

(d) Maintain full financial responsibility for all Transactions processed through Conversion Affiliates;

(e) Terminate relationships with Conversion Affiliates that violate applicable requirements.

12.2. The Client shall not permit Conversion Affiliates to transfer financial liability to Cardholders or to require Cardholders to waive their dispute rights.

13. Regulatory Changes and Ongoing Compliance

13.1. The Client acknowledges that the regulatory environment for Digital Currency Services is evolving rapidly. The Client shall:

(a) Monitor and comply with all changes to Applicable Law, Card Scheme Rules/Payment Scheme Rules, and regulatory guidance affecting Digital Currency Services;

(b) Notify PayDo immediately of any regulatory developments that may affect the Client’s ability to comply with these Terms ;

(c) Implement any changes required by new regulations within the timeframes specified by the relevant authority;

(d) Cooperate fully with PayDo in implementing any changes required by Card Schemes/Payment Schemes or regulatory bodies.

13.2. Periodic Review Cooperation: The Client shall cooperate with PayDo’s periodic reviews of the Client’s Digital Currency Services business. Such cooperation shall include:

(a) Providing access to updated business model documentation, including products and services offered, checkout flow, and customer journey;

(b) Providing current copies of all licenses and registrations (including VASP/crypto permissions) for all jurisdictions of establishment and operation;

(c) Demonstrating ongoing compliance with KYC, AML/CTF, sanctions, and geo-restriction requirements;

(d) Proactively notifying PayDo of any material changes that may impact the Client’s risk profile or regulatory eligibility, including expansion to new jurisdictions, new products or services, or changes in licensing status;

(e) Providing any other documentation or information reasonably requested by PayDo as part of its ongoing due diligence and monitoring obligations.

13.3. The Client acknowledges that failure to cooperate with periodic reviews or to provide requested documentation in a timely manner may result in restrictions on processing, suspension, or termination of these Terms .

13.4. PayDo reserves the right to amend this Schedule to reflect changes in Card Scheme Rules/Payment Scheme Rules, Applicable Law, or regulatory guidance, upon reasonable notice to the Client.

14. Additional Warranties

14.1. By execution of these Terms, the Client confirms and warrants the following, in addition to and without prejudice to any other warranties provided by the Client to PayDo or the Card Schemes/Payment Schemes:

(a) It is financially sound and maintains adequate capital and liquidity to conduct Digital Currency Services;

(b) It holds all required licenses, registrations, and authorisations for Digital Currency Services in each jurisdiction where it operates;

(c) It is in full compliance with all applicable Card Scheme Rules/Payment Scheme Rules, including registration under VIRP and any equivalent programmes;

(d) It maintains a comprehensive AML/KYC programme that meets all applicable regulatory requirements;

(e) It has implemented blockchain analytics and wallet screening capabilities as described in this Schedule;

(f) It is not subject to any regulatory investigation, enforcement action, or sanctions in connection with Digital Currency Services;

(g) It is in good standing with all applicable Card Scheme risk management and compliance programmes;

(h) All information provided to PayDo regarding its Digital Currency Services is true, accurate, and complete.

14.2. The Client is fully liable for maintaining these warranties and shall notify PayDo immediately, but no later than one (1) calendar day, if the Client is in breach of any of the warranties set forth herein.

15. Additional Suspension and Termination Rights

15.1. Without prejudice to Section 6 of the Terms, PayDo may suspend or terminate these Terms with immediate effect if:

(a) The Client loses or fails to maintain any required license or registration for Digital Currency Services;

(b) The Client fails to register or maintain registration under VIRP or equivalent Card Scheme programmes;

(c) The Client is subject to regulatory investigation or enforcement action relating to Digital Currency Services;

(d) The Client breaches any material provision of this Schedule, including AML/KYC requirements;

(e) A Card Scheme/Payment Scheme requires suspension or termination of the Client;

(f) Market conditions or regulatory developments make continued provision of Services impractical or unduly risky.

SCHEDULE 7 – QUASI-CASH SERVICES

1. Scope and Application

1.1. This Schedule 7 applies to Clients engaged in the sale, exchange, or provision of foreign currency, money orders, travelers cheques, account funding services, or the acceptance of card payments for repayment of existing debt at non-financial institution locations (collectively, “Quasi-Cash Services”).

1.2. The Client acknowledges that Quasi-Cash Services are subject to enhanced monitoring under Card Scheme Rules/Payment Scheme Rules and may be classified as high-risk activities requiring specific compliance measures.

2. Definitions

2.1. For the purposes of this Schedule:

(a) “Account Funding Transaction” or “AFT” means a transaction used to withdraw funds from a Visa or Mastercard account for the purpose of funding another account, including digital wallets, investment accounts, prepaid cards, or other financial accounts.

(b) “Debt Repayment Transaction” means a Transaction in which a Cardholder uses a Card to pay an existing debt, including but not limited to loans, mortgages, credit card balances, or money advanced on goods or services previously purchased.

(c) “Foreign Currency Exchange” means the sale or purchase of currency denominated in a currency other than the local currency of the jurisdiction in which the Transaction occurs.

(d) “Money Order” means a payment order for a pre-specified amount of money, issued by a non-financial institution, payable to a named payee.

(e) “Overdue Receivable” means money owed that has crossed 120 days past the due payment date, has been classified as a collectible, or is subject to court orders for bankruptcy or insolvency.

(f) “Travelers Cheque” means a pre-printed, fixed-amount cheque designed to allow the person signing it to make an unconditional payment to a third party as a result of having paid the issuer for that privilege.

3. Transaction Processing Requirements

3.1. Under this schedule the Client may process the Transactions involving:

(a) Sale or purchase of foreign currency at non-financial institution locations;

(b) Sale of money orders (excluding wire transfers);

(c) Sale of travellers cheques;

(d) Account funding transactions (excluding prepaid card loads);

(e) Payment of existing debt where the Client is not a financial institution.

3.2. The Client shall include the quasi-cash transaction indicator in all authorisation requests and clearing records as required by the Card Schemes/Payment Schemes.

3.3. Prohibited Usage: the Client shall not use the Services under these Terms to engage or facilitate:

(a) Gambling transactions;

(b) Sale of prescription drugs;

(c) Sale of tobacco products;

(d) Prepaid card loads at non-financial institutions;

(e) Any other transactions prohibited or restricted by these Terms .

4. Account Funding Transaction (AFT) Requirements

4.1. Where the Client processes Account Funding Transactions, it shall:

(a) Process all applicable authorisation requests as AFTs in accordance with Card Scheme Rules/Payment Scheme Rules;

(b) Include all required Sender/Payer information in the Transaction, including name, address, and account details;

(c) Include all required Recipient/Payee information, including details of the account being funded;

(d) Ensure that the account being funded via AFT is an account held by the Cardholder.

4.2. The Client acknowledges that registration with Visa and Mastercard may be required to perform funding transactions and shall complete such registration prior to processing AFTs.

5. Debt Repayment Transaction Requirements

5.1. Where the Client accepts card payments for repayment of existing debt, the following requirements apply:

(a) The Client shall include the debt repayment indicator in all authorisation requests and clearing records;

(b) Transaction receipts must identify the type of debt repayment (e.g., loan, mortgage, credit card, goods, or services).

5.2. Overdue Receivables – Credit Card Prohibition: The Client shall not accept Visa credit or charge cards for payment of Overdue Receivables. Debit cards may be accepted subject to applicable Card Scheme Rules.

5.3. Required Disclosures for Debt Collection: When collecting debt or overdue receivables on behalf of another party, the Client must disclose to the Cardholder:

(a) The original creditor account or reference number;

(b) A description of the debt or overdue receivable;

(c) The date of the repayment contract (if applicable);

(d) Instructions for the Cardholder on how to obtain additional information.

5.4. The Client shall not accept payment on debts that are beyond the statute of limitations unless the Cardholder has expressly agreed to the amount and the charge.

6. Foreign Currency Exchange and Money Services

6.1. For Foreign Currency Exchange transactions, the Client shall:

(a) Clearly display the applicable exchange rate prior to the Transaction;

(b) Disclose all fees, commissions, and charges associated with the exchange;

(c) Provide the Cardholder with a receipt showing the amount exchanged, rate applied, fees charged, and net amount received;

(d) Comply with all applicable foreign exchange regulations in each jurisdiction of operation.

6.2. For Money Orders and Travelers Cheques, the Client shall:

(a) Verify the identity of the purchaser in accordance with AML/KYC requirements;

(b) Maintain records of all transactions including payee information;

(c) Report transactions exceeding applicable thresholds to the relevant authorities;

(d) Implement procedures to detect and report suspicious transactions.

7. Anti-Money Laundering and Compliance

7.1. The Client shall implement and maintain an AML/KYC programme appropriate to the nature and scale of its Quasi-Cash Services and compliant with the applicable legislation, including:

(a) Customer identification and verification procedures;

(b) Transaction monitoring for suspicious activity;

(c) Sanctions screening against OFAC, EU, and UK sanctions lists;

(d) Suspicious activity reporting to the appropriate Financial Intelligence Unit;

(e) Record keeping for the periods required by Applicable Law (minimum seven years).

7.2. Where the Client is registered as a Money Service Business (MSB) or equivalent, it shall maintain such registration throughout the term of these Terms and provide evidence of registration to PayDo upon request.

8. Licensing and Registration

8.1. The Client represents and warrants that it holds and shall maintain all licenses, registrations, and authorisations required under Applicable Law to conduct Quasi-Cash Services, including but not limited to:

(a) Money Service Business (MSB) registration or equivalent;

(b) Foreign currency exchange licenses where required;

(c) Debt collection licenses where applicable;

(d) Any Card Scheme registrations required for the specific services provided.

8.2. The Client shall notify PayDo immediately, but no later than two (2) business days, of any change in status, suspension, revocation, or non-renewal of any required license or registration.

8.3. Card Scheme Registration: Where the Client’s Quasi-Cash Services fall within High Integrity Risk categories under the Visa Integrity Risk Program (VIRP) or equivalent Mastercard programmes, the Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

8.3.1. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

8.4. Non-Compliance Consequences: The Client acknowledges that failure to maintain required Card Scheme registrations may result in non-compliance assessments, monthly penalties, listing on Card Scheme alert services, and the Client’s inability to process Transactions. The Client shall indemnify PayDo for all fines, penalties, and assessments arising from the Client’s non-compliance with Card Scheme registration requirements.

9. Prohibited Activities

9.1. In addition to the prohibitions in Schedule 2 and elsewhere in the Terms, the Client shall not:

(a) Accept credit or charge cards for payment of Overdue Receivables;

(b) Process Transactions for debt that is beyond the applicable statute of limitations without express Cardholder consent;

(c) Use Quasi-Cash Services to facilitate money laundering, terrorist financing, or sanctions evasion;

(d) Process Transactions that circumvent currency controls or foreign exchange regulations;

(e) Structure Transactions to avoid reporting thresholds or regulatory requirements;

(f) Misrepresent the nature of Transactions to avoid proper MCC classification.

10. Warranties and Attestations

10.1. The Client warrants that:

(a) It is financially sound and maintains adequate capital to conduct Quasi-Cash Services;

(b) It holds all required licenses and registrations for Quasi-Cash Services;

(c) It maintains a comprehensive AML/KYC programme meeting all regulatory requirements;

(d) It is not subject to any regulatory investigation or enforcement action relating to Quasi-Cash Services;

(e) All Transactions processed comply with applicable MCC and transaction indicator requirements.

10.2. The Client shall provide PayDo, upon request, with attestation from senior management confirming compliance with this Schedule and all applicable regulatory requirements.

11. Additional Suspension and Termination Rights

11.1. Without prejudice to Section 6 of the Terms, PayDo may suspend or terminate these Terms with immediate effect if:

(a) The Client loses or fails to maintain any required license or registration for Quasi-Cash Services;

(b) The Client is subject to regulatory investigation or enforcement action;

(c) The Client breaches any material provision of this Schedule;

(d) A Card Scheme/Payment Scheme requires suspension or termination;

(e) PayDo reasonably believes the Client’s activities pose unacceptable legal, regulatory, or reputational risk.

SCHEDULE 8 – DATING SERVICES

1. Scope and Application

1.1. This Schedule 8 applies to Clients operating online or offline dating services, matchmaking services, personal advertisement platforms, or similar services facilitating romantic or personal relationships (collectively, “Dating Services”).

1.2. Exclusion: This Schedule expressly excludes escort services, adult entertainment services, and any services involving or facilitating sexual services for payment. Such services are prohibited under Schedule 2 of these Terms .

1.3. The Client acknowledges that Dating Services are classified as Tier 2 High Integrity Risk merchants under the Visa Integrity Risk Program (VIRP) and are subject to enhanced registration, monitoring, and compliance requirements.

1.4. The Client warrants that it operates its Dating Services only in jurisdictions where such services are permitted by law and that it complies with all applicable regulatory and licensing requirements in each jurisdiction where it provides services or targets customers.

2. Onboarding and Card Scheme Registration

2.1. The Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

2.1.2. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

2.2. The Client shall comply with any equivalent Mastercard registration requirements for high-risk dating services merchants.

2.3. At the time of onboarding, the Client shall provide PayDo with processing history for the Dating Services for the preceding three (3) to six (6) months, including transaction volumes, chargeback rates, and any material incidents or disputes.

2.4. The Client warrants that there is no material negative media concerning the Client or its Dating Services that could result in material reputational damage to the Client, PayDo, or the Card Schemes. The Client shall forthwith notify PayDo of any material negative media that arises during the term of these Terms .

3. Age Verification and User Safety

3.1. The Client shall implement robust age verification systems to ensure that all users of the Dating Services are of legal age (minimum 18 years or the age of majority in the applicable jurisdiction, whichever is higher).

3.2. Age verification measures shall include, at minimum:

(a) Age declaration at registration with clear terms prohibiting underage users;

(b) Technical measures to detect and block underage users;

(c) Procedures for removing accounts suspected of belonging to minors;

3.3. The Client shall implement user safety features including reporting mechanisms for inappropriate behaviour, blocking functionality, and procedures for handling harassment complaints.

3.4. The Client shall maintain clear and accessible Terms of Service that explicitly prohibit:

(a) Participation by minors;

(b) Non-consensual behaviour or content;

(c) Coercion, exploitation, or harassment;

(d) Human trafficking or facilitating exploitation or abuse.

3.5. The Client shall maintain and prominently display Community Standards or Safety Rules that set out expected user behaviour, prohibited conduct, and reporting procedures. Such standards shall be clearly accessible to all users of the Dating Services.

3.6. The Client shall maintain documented policies and procedures describing account eligibility criteria, age restrictions, and any customer due diligence measures applied to users of the Dating Services.

4. Billing Practices and Subscriptions

4.1. For subscription-based Dating Services, the Client shall:

(a) Clearly disclose subscription terms, pricing, billing frequency, and auto-renewal terms prior to purchase;

(b) Obtain explicit consent for recurring billing and auto-renewal;

(c) Provide clear and accessible cancellation instructions;

(d) Send renewal reminders prior to billing for recurring subscriptions;

(e) Use clear billing descriptors that identify the Client and the nature of the service;

(g) Comply with all and any other provisions of these Terms and schedules thereto with regards to the subscription and recurring payments.

4.2. The Client shall maintain a clear and fair refund policy, communicated to users at the point of purchase, and shall honour legitimate refund requests in accordance with Applicable Law and Card Scheme Rules/Payment Scheme Rules.

5. Content Moderation and Data Protection

5.1. The Client shall implement content moderation procedures to:

(a) Prevent the posting of illegal, harmful, or prohibited content on its platform;

(b) Respond promptly to user reports of inappropriate content or behaviour;

(c) Implement and operate effective moderation enforcement procedures, including content removal, user account suspension or termination, and internal escalation processes for serious violations.

5.2. Given the sensitive personal nature of data collected by Dating Services, the Client shall implement enhanced data protection measures in compliance with GDPR, CCPA, and other applicable data protection laws, including:

(a) Encryption of personal and sensitive user data;

(b) Clear privacy policies explaining data collection, use, and sharing;

(c) User controls for data access, correction, and deletion;

(d) Secure handling of photographs, location data, and messaging content.

5.3. The Client shall implement comprehensive anti-trafficking and anti-abuse safeguards, including:

(a) Clear Terms of Service and Community Standards that explicitly prohibit human trafficking, sex trafficking, exploitation, and abuse;

(b) User reporting tools that enable users to report suspected trafficking, exploitation, or abuse;

(c) Effective enforcement mechanisms to address reports of trafficking or abuse, including immediate content removal, account suspension or termination, and internal escalation to appropriate personnel;

(d) Cooperation with law enforcement and regulatory authorities where trafficking or abuse is suspected or identified.

5.4. Where the Client’s operations are subject to UK or EEA consumer protection regulations, the Client shall comply with all applicable consumer protection laws and regulations.

5.5. The Client shall maintain clear and accessible Privacy and Data Protection Policies that comply with Applicable Law and shall make such policies available to users prior to the collection of personal data.

6. Prohibited Activities

6.1. The Client shall not:

(a) Provide, facilitate, or advertise escort services, prostitution, or sexual services;

(b) Permit users under the age of 18 (or the applicable age of majority) to access the service;

(c) Engage in deceptive marketing practices, including fake profiles or misleading success claims;

(d) Use negative option billing or hidden subscription terms;

(e) Facilitate human trafficking, exploitation, or illegal activities;

(f) Host, permit, promote, or distribute any pornographic or sexually explicit content, including but not limited to nudity, sexually explicit acts, adult live streaming, adult entertainment, or any form of explicit content monetisation; or host or permit adult or sexually explicit content without appropriate licensing and compliance with Schedule 2 restrictions.

(g) Accept or provide services to customers located in countries where the provision of Dating Services is prohibited by law.

7. Warranties and Termination

7.1. The Client warrants that:

(a) Its Dating Services do not include escort or adult services;

(b) It has implemented effective age verification systems;

(c) It is registered under the applicable Card Scheme high-risk programmes;

(d) Its billing and subscription practices comply with Card Scheme Rules/Payment Scheme Rules and Applicable Law;

(e) It has implemented and maintains clear Terms of Service, Community Standards, and Privacy Policies as required by this Schedule;

(f) It has implemented anti-trafficking and anti-abuse safeguards, including user reporting tools and effective moderation enforcement;

(g) It has implemented anti-fraud controls and procedures;

(h) It complies with all applicable consumer protection and data protection regulations in the jurisdictions where it operates;

(i) It does not provide services in jurisdictions where Dating Services are prohibited by law.

7.2. PayDo may suspend or terminate these Terms with immediate effect if the Client’s services are found to include escort services, adult content, or other prohibited activities, or if the Client fails to maintain required Card Scheme registrations.

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SCHEDULE 9 – FINANCIAL INSTITUTION SERVICES

1. Scope and Application

1.1. This Schedule 9 applies to Clients that are licensed financial institutions processing Account Funding Transactions (AFTs).

1.2. “Account Funding Transaction” or “AFT” means a transaction used to fund another account, including digital wallets, investment accounts, brokerage accounts, prepaid cards, loan repayments, or transfers to other financial accounts.

2. Licensing and Regulatory Status

2.1. The Client represents and warrants that it is a duly licensed financial institution authorised to conduct the services contemplated under this Schedule in each jurisdiction where it operates.

2.2. The Client shall maintain in good standing all licenses, authorisations, and registrations required by Applicable Law to operate as a financial institution, including but not limited to banking licenses, e-money institution licenses, or payment institution authorisations as applicable.

2.3. The Client shall notify PayDo immediately, but no later than two (2) business days, of:

(a) Any change to its licensing status or regulatory authorisations;

(b) Any regulatory investigation, enforcement action, or supervisory measure;

(c) Any material change in its regulatory capital or prudential requirements.

3. Card Scheme Registration

3.1. The Client shall be registered with Visa and Mastercard to perform Account Funding Transactions prior to processing any AFTs. To that end, the Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

3.1.1. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

4. Transaction Processing Requirements

4.1. The Client shall flag all applicable transactions as Account Funding Transactions in accordance with Card Scheme Rules and include the AFT indicator in authorisation requests and clearing records.

4.2. For all AFTs, the Client shall capture and transmit the following required data elements:

(a) Sender/Payer Information: Full name, address, account number or partial card number;

(b) Recipient/Payee Information: Full name, account reference (bank account number or partial card number being funded), postal code, and date of birth where required;

(c) Transaction Details: Purpose of funding, transaction amount, and currency.

4.3. Failure to submit required data fields may result in transaction rejection with error codes. The Client shall implement validation procedures to ensure all required fields are populated prior to submission.

5. Regional and Cross-Border Requirements

5.1. Visa Europe Region: For domestic transactions in the Visa Europe Region, the Client must supply additional data including:

(a) Recipient’s last name;

(b) Recipient’s postal code;

(c) Recipient’s date of birth;

(d) Account reference (bank account number or partial card number being funded).

5.2. Cross-Border AFTs: For cross-border transactions, the Client shall provide additional sender and recipient data as required by the applicable Card Scheme rules for the operating region and destination country, including compliance with FATF Travel Rule requirements where applicable.

6. Permitted Use Cases

6.1. AFT processing hereunder may be used for:

(a) Funding of digital wallets and e-money accounts;

(b) Funding of investment and brokerage accounts;

(c) Cryptocurrency purchases (where the Client is a licensed financial institution acting as a Ramp Provider);

(d) Loan and debt repayments;

(e) Credit card and prepaid card funding;

(f) Peer-to-peer transfers facilitated by the financial institution;

(g) Savings account funding.

6.2. The Client shall ensure that the correct MCC and transaction indicators are used for each use case.

 

7. Debt Repayment Transactions

7.1. Where the Client processes debt repayment transactions in the form of AFT, the following additional requirements apply:

(a) The debt repayment indicator must be included in all authorisation requests and clearing records;

(b) Transaction receipts must identify the type of debt being repaid (e.g., loan, mortgage, credit card);

(c) For overdue receivables (debts more than 120 days past due), credit and charge cards must not be accepted – only debit cards may be used.

7.2. The Client shall not process debt repayment transactions for debts beyond the applicable statute of limitations unless the Cardholder has expressly agreed to the amount and charge.

8. AML and Regulatory Compliance

8.1. As a licensed financial institution, the Client shall maintain comprehensive AML/KYC programmes meeting all applicable regulatory requirements, including:

(a) Customer due diligence and enhanced due diligence procedures;

(b) Transaction monitoring and suspicious activity reporting;

(c) Sanctions screening against OFAC, EU, UK, and other applicable sanctions lists;

(d) Compliance with the FATF Travel Rule for applicable transfers;

(e) Record keeping for the periods required by Applicable Law and regulatory guidance.

8.2. The Client shall implement reporting and auditing tools to identify and flag misclassified transactions to avoid compliance violations and potential Card Scheme/Payment Scheme penalties.

9. Prohibited Activities

9.1. The Client shall not:

(a) Process AFTs without the required sender and recipient data elements;

(b) Facilitate transactions for unlicensed money transmission or payment services;

(c) Accept credit or charge cards for payment of overdue receivables;

(d) Process transactions that circumvent AML controls or regulatory requirements;

(e) Fund accounts for prohibited activities as set forth in Schedule 2.

10. Warranties and Termination

10.1. The Client warrants that:

(a) It is a duly licensed financial institution in good standing with its regulators;

(b) It maintains AML/KYC programmes compliant with all applicable regulations;

(c) All AFTs are processed with complete and accurate sender and recipient data;

(d) It is not subject to any regulatory enforcement action or supervisory measure that would affect its ability to perform under these Terms .

10.2. PayDo may suspend or terminate these Terms with immediate effect if:

(a) The Client loses its financial institution license or authorisation;

(b) The Client fails to maintain required Card Scheme registrations;

(c) The Client processes transactions without required data elements;

(d) The Client is subject to regulatory enforcement action or sanctions.

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SCHEDULE 10 – DIGITAL GOODS: SKILL GAMES

1. Scope and Application

1.1. This Schedule 10 applies to Clients operating digital games platforms that involve skilled game wagering, including but not limited to daily fantasy sports, skill-based eSports competitions, and other games where the outcome is predominantly determined by player skill rather than chance (collectively, “Skill Gaming Services”).

1.2. The Client acknowledges that Skill Gaming Services are classified as Tier 2 High Integrity Risk merchants under the Visa Integrity Risk Program (VIRP) and are subject to enhanced registration and compliance requirements.

2. Client’s services requirements

2.1. Permitted Skill Gaming: The Client’s services must meet the following criteria to qualify as Skill Gaming under the applicable Rules and legislation:

(a) The outcome of the game or competition must be predominantly determined by the skill, knowledge, or strategy of the participant rather than by chance;

(b) Participants must be able to influence the outcome through their decisions, expertise, or performance;

(c) Any element of chance must be incidental and not determinative of the outcome;

(d) The game must have defined rules that reward superior skill or knowledge.

2.2. Prohibited Gambling Activities: The following activities are NOT permitted under this Schedule:

(a) Games of chance where the outcome is determined primarily by random events;

(b) Casino-style games including slots, roulette, craps, or similar;

(c) Lottery or lottery-style games;

(d) Sports betting on third-party events where the participant has no control over the outcome;

(e) Any game where skill cannot meaningfully influence results.

2.3. The Client warrants that its games have been designed and tested to ensure that skill is the predominant factor in determining outcomes. PayDo reserves the right to require independent verification of this classification.

3. Card Scheme Registration

With regards to the Card Scheme registration the Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

3.2. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

4. Compliance Requirements

4.1. The Client shall:

(a) Implement age verification systems to ensure all participants are of legal age to access respective services in their jurisdiction, and obtain third-party certification of such systems including specific certification of geo-location controls and age gates;

(b) Obtain, maintain, and provide to PayDo for verification all required licenses and authorizations relevant to the offered game format, prize model, and operating footprint, including validation of license details (issuing authority, license holder name, permitted jurisdictions, validity status and scope); Comply with all applicable gaming and contest laws in each jurisdiction where its services are offered;

(c) Maintain clear terms of service that explain game mechanics, prize structures, and entry fees, and include an explicit disclaimer that the website provides entertainment content, that customers do not make bets, and that betting is not allowed;

(d) Implement responsible gaming features including deposit limits, self-exclusion options, and problem gaming resources, and provide evidence of implementation of such controls to PayDo upon request;

(e) Geo-block or restrict services in jurisdictions where Skill Gaming Services are prohibited or require licensing the Client does not hold;

(f) Maintain controls ensuring that winnings and payout mechanisms are processed only in permitted circumstances and only to eligible users in authorized regions, including safeguards to block or restrict payouts where participation is unlawful, where access originates from restricted jurisdictions, or where eligibility conditions are not met;

(g) Implement mandatory chargeback and fraud prevention tools and techniques (such as Ethoca, Verifi, or equivalent services);

(h) Where prizes have monetary value, confirm and demonstrate to PayDo that all prizes are funded by the Client.

4.2. The Client shall maintain records sufficient to demonstrate the skill-based nature of its games, including game design documentation, outcome statistics, and any expert opinions or legal analyses supporting the skill classification. Such documentation shall include a detailed explanation of game logic and reward system (distinguishing skill from chance elements) and the pay-outs process, including payout eligibility rules and associated restrictions.

4.3. The Client shall provide to PayDo upon request: (a) processing history for the last three to six months from the previous acquirer or payment service provider, including incoming transactions, chargebacks, and refunds/recalls history; and (b) chargeback and refunds statistics for the last three to six months.

4.4. Where required by PayDo, the Client shall provide a third-party legal opinion from qualified external legal counsel analyzing the applicability of relevant laws, confirming the legal classification of the activity as “games of skill” under relevant laws, and concluding that the Client’s activities are not prohibited by law in the jurisdictions in scope.

5. Prohibited Activities

5.1. The Client shall not:

(a) Offer games of chance or gambling activities;

(b) Misrepresent games of chance as skill games to avoid gambling classification;

(c) Modify game mechanics to increase the element of chance without notifying PayDo;

(d) Operate in jurisdictions where such services are prohibited without proper licensing;

(e) Permit minors to participate in wagered skill games;

(f) Manipulate game outcomes or allow insider advantages that undermine fair competition.

6. Reclassification and Termination

6.1. If PayDo, any Card Scheme/Payment Scheme, or any regulatory authority determines that the Client’s games constitute gambling rather than skill gaming, PayDo may:

(a) Immediately suspend processing pending reclassification;

(b) Require the Client to comply with gambling-specific requirements, as provided by PayDo and/or Card Schemes/Payment Schemes;

(c) Terminate these Terms with immediate effect if the Client cannot or will not comply with gambling-specific requirements.

6.2. The Client shall indemnify PayDo for all fines, penalties, and assessments arising from misclassification of gambling activities as skill gaming.

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SCHEDULE 11 – HIGH-INTEGRITY RISK FINANCIAL TRADING PLATFORMS

1. Scope and Application

1.1. This Schedule 11 applies to Clients operating financial trading platforms that provide access to securities brokerage, foreign exchange (forex) trading, contracts for difference (CFDs), spread betting, margin trading, or other complex financial instruments.

1.2. The Client acknowledges that merchants providing such services are classified as Tier 3 High Integrity Risk merchants under the Visa Integrity Risk Program (VIRP) and are subject to enhanced registration, compliance, and monitoring requirements.

2. Definitions

2.1. In this Schedule, unless the context otherwise requires:

(a) “Contract for Difference” or “CFD” means a derivative financial contract that allows traders to speculate on price movements of underlying assets without owning the asset itself, where profit or loss is determined by the difference between opening and closing prices;

(b) “Forex Trading” means the trading of currency pairs on the foreign exchange market, including spot forex, forex options, and forex-related derivatives;

(c) “Leverage” means the ratio of the trader’s exposure to their deposited margin, allowing traders to control larger positions with smaller capital outlays;

(d) “Margin” means the collateral required to open and maintain a leveraged trading position;

(e) “Negative Balance Protection” means a mechanism that prevents retail clients from losing more than the total funds deposited in their trading account;

(f) “Professional Client” means a client who meets regulatory criteria for professional investor status and has elected to waive certain retail client protections;

(g) “Retail Client” means any client who is not a professional client or eligible counterparty, and who is entitled to enhanced regulatory protections.

3. Licensing and Regulatory Requirements

3.1. The Client represents and warrants that it holds all necessary licenses, authorizations, and registrations to operate a financial trading platform in each jurisdiction where it offers services, which may include but are not limited to:

(a) Investment firm authorization under MiFID II/MiFIR (European Union);

(b) Registration with the Financial Conduct Authority (FCA) (United Kingdom);

(c) Any equivalent authorization from the competent regulatory authority in other jurisdictions.

3.2. The Client shall provide PayDo with copies of all relevant licenses and registrations upon request, and shall notify PayDo within two (2) business days of any changes to its licensing status, regulatory standing, or any enforcement actions initiated by any regulatory authority.

3.3. The Client shall maintain membership in any applicable investor compensation schemes (if any), including but not limited to the Investor Compensation Scheme (Malta), the Financial Services Compensation Scheme (FSCS) in the United Kingdom, or equivalent schemes in other jurisdictions.

3.4. The Client warrants that it operates solely as a regulated entity and does not operate, directly or indirectly, any unregulated offshore entities that offer services to clients in regulated jurisdictions without proper authorization.

3.5. The Client shall obtain and provide to PayDo a third-party certification from a qualified independent auditor, compliance consultant, or legal advisor confirming that the Client’s systems and controls are reasonably designed to keep the Client’s business within licensed or other lawful limits. Such certification shall address:

(a) Age verification controls to prevent access by minors;

(b) Location verification and geo-blocking controls to prevent access from prohibited or restricted jurisdictions;

(c) Compliance with licensing scope and regulatory permissions;

(d) Technical and procedural safeguards to ensure lawful operation.

3.6. The Client shall provide PayDo with a legal opinion from qualified legal counsel confirming that the Client’s activities are not prohibited under the laws of each jurisdiction where the Client offers its services, and that the Client holds all necessary authorizations to conduct such activities.

4. Card Scheme Registration and VIRP Compliance

4.1. The Client shall be registered under the Visa Integrity Risk Program (VIRP) High Integrity Risk Registration system prior to processing Transactions. To that end the Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

4.1.1. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

4.2. Registration Fees. The Client shall pay any and all fees associated with its registration under the VIRP, as communicated by PayDo.

5. Prohibited Products and Services

5.1. The Client shall not offer, promote, or facilitate trading in the following prohibited products:

(a) Binary Options: The Client shall not offer binary options to retail clients in any jurisdiction where such products are banned or restricted;

(b) Unregulated Forex Options: Forex options trading that does not comply with applicable regulatory requirements;

(c) Signal Selling and Copy Trading Schemes: Unregulated investment advice or signal selling services that do not comply with investment adviser regulations;

(d) Ponzi or Pyramid Schemes: Any trading platform or investment product that operates as, or resembles, a fraudulent investment scheme;

(e) Unlicensed Securities: Trading in securities that are not registered or exempt from registration under applicable securities laws;

(f) Initial Coin Offerings (ICOs) and Unregistered Token Sales: Unless properly registered as securities or operating under an applicable exemption.

5.2. The Client shall maintain systems and controls to prevent the offering of prohibited products, including geo-blocking for jurisdictions where specific products are banned and ongoing monitoring of product offerings against regulatory developments.

6. Risk Disclosure Requirements

6.1. The Client shall provide clear, prominent, and standardized risk warnings to all prospective and existing clients. The risk warnings shall include:

(a) A statement that CFDs and forex are complex instruments and come with a high risk of losing money rapidly due to leverage;

(b) The percentage of the Client’s retail client accounts that lose money when trading CFDs or forex with the Client, calculated in accordance with regulatory requirements and updated at least quarterly;

(c) A recommendation that prospective clients consider whether they understand how CFDs work and whether they can afford to take the high risk of losing their money;

(d) A warning that past performance is not indicative of future results.

6.2. Risk warnings shall be displayed:

(a) Prominently on the Client’s website homepage and all landing pages;

(b) During the account opening process before the client can proceed;

(c) In all marketing materials and advertisements;

(d) On the trading platform interface.

6.3. The Client shall disclose all fees, charges, commissions, spreads, overnight financing costs, and any other costs associated with trading, in a clear and transparent manner before the client opens a position.

7. Anti-Money Laundering and Know Your Customer

7.1. The Client shall implement and maintain a comprehensive AML/KYC program that includes:

(a) Customer identification and verification procedures, including collection of government-issued identification, proof of address, and source of funds documentation;

(b) Enhanced due diligence (EDD) for high-risk clients, including politically exposed persons (PEPs), clients from high-risk jurisdictions, and high-volume traders;

(c) Ongoing transaction monitoring to detect suspicious patterns, including unusual trading activity, layering, structuring, or transactions inconsistent with the client’s known financial profile;

(d) Sanctions screening against OFAC, EU, UK, UN, and other applicable sanctions lists, both at onboarding and on an ongoing basis;

(e) Adverse media screening and PEP identification;

(f) Procedures for filing Suspicious Activity Reports (SARs) and Suspicious Transaction Reports (STRs) with relevant authorities within mandated timelines.

7.2. The Client shall maintain AML records, including KYC documents, transaction records, and compliance actions, for a minimum of five (5) years after the end of the client relationship, or longer where required by applicable law.

7.3. The Client shall appoint a designated Money Laundering Reporting Officer (MLRO) or equivalent compliance officer responsible for the AML program, with direct access to senior management and the board.

7.4. The Client shall provide regular AML training to all relevant staff, including trading desk personnel, customer support, and compliance teams.

8. Transaction Processing Requirements

8.1. The Client shall implement clear payment interfaces that:

(a) Display the transaction amount, currency, and any applicable fees before the customer confirms payment;

(b) Provide clear confirmation of successful transactions;

(c) Maintain transaction receipts accessible to the customer.

8.2. The Client shall process withdrawal requests promptly and in accordance with its disclosed withdrawal policy. Withdrawals shall be processed to the same payment method used for deposit where feasible, in compliance with AML requirements.

8.3. The Client shall not impose unreasonable conditions on withdrawals, such as excessive trading volume requirements or disproportionate withdrawal fees designed to discourage or delay client access to their funds.

8.4. The Client shall maintain and provide to PayDo documented refund and cancellation policies that are applicable to its business model. Such policies shall clearly specify:

(a) Circumstances under which refunds or cancellations may be requested;

(b) Processing timelines and procedures;

(c) Any limitations or exclusions that apply to refund eligibility.

8.5. The Client shall maintain clear and comprehensive Terms and Conditions that shall be provided to PayDo for review. The Terms and Conditions shall address:

(a) Detailed description of product risks associated with leveraged trading, CFDs, forex, and other complex financial instruments;

(b) Customer eligibility criteria, including age requirements and jurisdictional restrictions;

(c) Geographic and regulatory restrictions on service availability;

(d) Complaint handling and dispute resolution procedures.

8.6. The Client shall provide PayDo with documented dispute and refund statistics covering the most recent three (3) to six (6) months as part of the onboarding risk assessment, and shall provide updated statistics on a quarterly basis thereafter. Such statistics shall include:

(a) Total number of customer complaints and disputes received;

(b) Categories of complaints (e.g., withdrawal delays, execution issues, account access);

(c) Number and value of refunds processed;

(d) Average resolution time for complaints and disputes.

9. Jurisdictional Restrictions

9.1. The Client shall implement effective geo-blocking and jurisdictional controls to prevent access to its services from jurisdictions where:

(a) The Client is not licensed or authorized to offer its services;

(b) The specific products offered (such as CFDs or binary options) are prohibited;

(c) International sanctions prohibit financial services.

9.1.1. The Client’s geo-blocking and jurisdictional controls shall include the following technical and procedural measures:

(a) IP-based geolocation controls that identify and block access attempts from restricted jurisdictions;

(b) Mandatory residency declarations collected from customers during account opening;

(c) Ongoing jurisdiction verification checks during customer use of the platform;

(d) Prevention of account opening, trading activity, deposits, and withdrawals by users located in closed or restricted markets;

(e) Clear disclosure of jurisdictional eligibility, restrictions, and limitations in the Terms and Conditions and all customer-facing materials.

9.2. Without limitation, the Client shall implement appropriate controls to prevent US persons from accessing CFD products (which are generally prohibited in the United States), unless the Client holds appropriate CFTC and NFA registration.

9.3. The Client shall maintain a comprehensive list of jurisdictions where it is authorized to operate and the products available in each jurisdiction, and shall make this information available to PayDo upon request.

9.4. The Client shall not redirect retail clients to affiliated entities in offshore jurisdictions to circumvent leverage restrictions, investor protections, or other regulatory requirements applicable to the client’s home jurisdiction.

10. Monitoring, Audit, and Reporting

10.1. The Client shall implement real-time transaction monitoring systems to detect and prevent suspicious activity, market manipulation, and potential fraud.

10.2. The Client shall maintain comprehensive trading records, including all orders, executions, modifications, and cancellations, for a minimum of five (5) years in accordance with regulatory requirements.

10.3. The Client shall permit PayDo, or its designated representatives, to conduct compliance audits with reasonable notice, including review of AML procedures, customer protection measures, and marketing materials.

10.4. The Client shall immediately notify PayDo of any material events, including but not limited to regulatory investigations, license suspensions, enforcement actions, significant litigation, or material changes to its business model.

11. Prohibited Activities

11.1. The Client shall not:

(a) Operate without valid licenses and registrations in each jurisdiction where it offers services;

(b) Offer prohibited products, including binary options to retail clients in jurisdictions where banned;

(c) Exceed applicable leverage limits or fail to provide negative balance protection to retail clients;

(d) Manipulate prices, spreads, or execution to the disadvantage of clients;

(e) Trade against clients or operate bucket shop arrangements without proper disclosure;

(f) Misappropriate client funds or fail to maintain proper segregation;

(g) Use misleading or deceptive marketing practices;

(h) Facilitate money laundering, terrorist financing, or sanctions evasion;

(i) Process transactions that circumvent Card Scheme rules/Payment Scheme rules or applicable regulations;

(j) Redirect clients to unregulated offshore entities to avoid investor protections.

12. Warranties and Representations

12.1. The Client warrants and represents that:

(a) It holds all necessary licenses and authorizations to operate a financial trading platform in each jurisdiction where it offers services;

(b) It maintains comprehensive AML/KYC programs compliant with all applicable regulations;

(c) It segregates client funds and maintains adequate capital reserves;

(d) It provides appropriate risk disclosures and conducts suitability assessments;

(e) It complies with applicable leverage limits and provides negative balance protection;

(f) It does not offer prohibited products or engage in prohibited activities;

(g) All information provided to PayDo is true, accurate, and complete.

12.2. The Client shall immediately notify PayDo if any warranty or representation becomes untrue or misleading.

13. Suspension and Termination

13.1. PayDo may suspend processing immediately if:

(a) The Client loses any license or authorization required to operate its business;

(b) The Client fails to maintain Card Scheme registrations;

(c) The Client is subject to regulatory enforcement action or investigation;

(d) The Client offers prohibited products or engages in prohibited activities;

(e) PayDo reasonably believes the Client poses an unacceptable risk to the integrity of the payment system.

13.2. The Client shall indemnify PayDo for all fines, penalties, assessments, and losses arising from the Client’s breach of this Schedule, including Card Scheme/Payment Scheme fines, regulatory penalties, and third-party claims.

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SCHEDULE 12 – CONTINUITY AND SUBSCRIPTION MERCHANTS

1. Scope and Application

1.1. This Schedule 12 applies to Clients operating subscription-based businesses, continuity programs, membership services, or any business model that involves recurring payments charged to a cardholder’s account at regular intervals.

1.2. The Client acknowledges that Recurring Transaction merchants, including those utilizing negative option billing or free trial models, are classified as Tier 3 High Integrity Risk merchants under the Visa Integrity Risk Program (VIRP) and are subject to enhanced registration, compliance, and monitoring requirements.

2. Definitions

2.1. In this Schedule, unless the context otherwise requires:

(a) “Card-on-File Transaction” means a transaction where the cardholder has authorized the merchant to store their payment credentials and charge them for future purchases, where the cardholder specifically initiates each subsequent transaction;

(b) “Continuity Program” means a marketing arrangement where a cardholder agrees to receive and pay for merchandise or services that will be delivered or performed periodically;

(c) “Free Trial” means an offer that allows a cardholder to use a product or service at no cost for a specified trial period, after which the cardholder will be charged unless they cancel before the trial ends;

(d) “Introductory Offer” means an offer that allows a cardholder to use a product or service at a reduced price for a specified period, after which the cardholder will be charged the full price unless they cancel;

(e) “Negative Option Billing” means a billing arrangement where the cardholder is enrolled in a recurring payment plan following a free trial or introductory offer, and will continue to be charged unless they take affirmative action to cancel;

(f) “Recurring Transaction” means a transaction that is processed at predetermined intervals or on predetermined dates for a fixed or variable amount, where the cardholder has provided consent to charge their account on a recurring basis;

(g) “Standing Instruction Transaction” means a merchant-initiated transaction processed pursuant to a standing authorization from the cardholder to charge their account at variable intervals and/or variable amounts, such as automatic top-ups or balance replenishment;

(h) “Subscription” means an ongoing agreement where a cardholder agrees to pay a recurring fee in exchange for continued access to a product, service, or content.

3. Transaction Types and Classification

3.1. The Client shall correctly classify and flag all transactions according to their type, in line with specifications provided by PayDo:

(a) Recurring Transactions: Transactions with a fixed billing amount and fixed billing date/interval (e.g., monthly subscription at $9.99 on the 15th of each month) must be flagged with the appropriate Recurring Payment Indicator;

(b) Installment Transactions: Transactions that represent a portion of a single purchase divided into multiple payments must be flagged with the Installment Indicator and include the total number of installments;

(c) Card-on-File Transactions: Cardholder-initiated transactions using stored credentials must be flagged with the Credential-on-File (COF) Indicator to indicate stored credential usage;

(d) Merchant-Initiated Transactions (MIT): Transactions initiated by the merchant without the cardholder’s direct involvement at the time of the transaction must be flagged appropriately and must reference the original cardholder consent.

3.2. The Client shall include the Stored Credential Transaction Framework data elements in all applicable transactions, including:

(a) Transaction Initiator (cardholder-initiated vs. merchant-initiated);

(b) Initial vs. Subsequent transaction indicator;

(c) Network Transaction ID linking subsequent transactions to the initial authorization.

3.3. Failure to properly classify and flag transactions may result in increased interchange fees, loss of chargeback protection rights, and potential fines from Card Schemes/Payment Schemes.

4. Card Scheme Registration and VIRP Compliance

4.1. The Client shall be registered under the Visa Integrity Risk Program (VIRP) High Integrity Risk Registration system prior to processing Transactions. To that end the Client shall:

(a) Assist PayDo with registration of the Client under the applicable High Integrity Risk Registration system prior to processing Transactions;

(b) Pay all applicable initial registration fees and annual renewal fees, as informed by PayDo;

(c) Comply with all applicable transaction-based fees, including per-transaction fees and basis point fees on processed volume, if any;

(d) Provide PayDo with any necessary assistance needed in order to maintain Client’s registration with VIRP.

(e) The Client shall forthwith, and in any event no later than one business day thereafter, notify PayDo of any circumstances that may materially affect the Client’s eligibility for registration under the VIRP.

4.2. The Client hereby accepts and acknowledges that in circumstances where the Client falls within the scope of the VIRP, the provision of the Services pursuant to these Terms is rendered impossible unless and until the Client is successfully registered with the VIRP and maintains good standing therewith.

5. Enrolment and Consent Requirements

5.1. Explicit Consent. Before processing any recurring transaction, the Client must obtain the cardholder’s explicit consent to:

(a) Store their payment credentials;

(b) Charge their account on a recurring basis;

(c) The specific amount or range of amounts to be charged;

(d) The billing frequency and billing dates;

(e) The duration of the recurring payment arrangement.

5.2. Affirmative Consent Mechanism. The Client must obtain cardholder consent through an affirmative action, such as:

(a) A clearly labelled “click to accept” button that the cardholder must actively select;

(b) An unchecked checkbox that the cardholder must actively check;

(c) A written signature for non-electronic enrolments.

5.3. Pre-Checked Boxes Prohibited. The Client shall not use pre-checked consent boxes, implied consent mechanisms, or any enrolment method where the cardholder must take action to opt out rather than opt in.

5.4. The Client shall retain evidence of cardholder consent, including timestamps, IP addresses, and the exact terms agreed to, for a minimum of two (2) years after the end of the subscription relationship.

6. Point of Payment Disclosure Requirements

6.1. At the point of payment, before the cardholder submits payment credentials, the Client must clearly and conspicuously disclose:

(a) The recurring nature of the charge;

(b) The billing amount (or range of amounts if variable);

(c) The billing frequency (e.g., monthly, annually);

(d) The date of the first charge and subsequent charge dates;

(e) The total commitment if applicable (e.g., minimum subscription term);

(f) How to cancel the subscription and avoid future charges.

6.2. Visibility Requirements. Disclosure information must be:

(a) Displayed on the same page as the payment form, in immediate proximity to the payment button;

(b) Visible without scrolling on the primary payment screen;

(c) In a font size at least as large as the surrounding text;

(d) Presented in clear, plain language understandable to the average consumer.

6.3. Prohibited Disclosure Practices. The following practices do NOT satisfy disclosure requirements:

(a) Providing only a link to another page containing the terms;

(b) Requiring the cardholder to expand a collapsed message box to see terms;

(c) Placing terms below the fold requiring the cardholder to scroll;

(d) Using small font, low contrast colors, or otherwise obscuring the terms.

7. Free Trial and Negative Option Billing

7.1. Free Trial Disclosure. If the Client offers a free trial that converts to a paid subscription, the following must be disclosed at enrollment:

(a) The length of the free trial period;

(b) The date the free trial ends;

(c) The amount that will be charged when the trial ends;

(d) The billing frequency after the trial;

(e) How and by what date the cardholder must cancel to avoid being charged.

7.2. Pre-Conversion Notification. For free trials longer than seven (7) days, the Client must send a notification to the cardholder between three (3) and seven (7) days before the free trial ends. This notification must include:

(a) A reminder that the free trial is ending;

(b) The date the cardholder will be charged;

(c) The amount that will be charged;

(d) The terms of the subscription they will be enrolled in;

(e) Clear instructions on how to cancel before being charged.

7.3. Physical Goods Trials. For free or low-cost trials involving physical goods (such as product samples), the Client must obtain the cardholder’s explicit consent at the end of the trial period before beginning to charge the regular subscription price. Automatic conversion to a paid subscription without renewed consent is prohibited for physical goods.

7.4. Introductory Offer Transition. When transitioning from an introductory offer to a standard price, the Client must notify the cardholder between seven (7) and thirty (30) days before the price increase takes effect, disclosing the new amount and providing cancellation instructions.

7.5. Transaction Amount at Enrollment. The initial authorization obtained at enrollment must be for the actual amount of the first transaction (which may be $0 or a trial amount). The Client shall not obtain authorization for the full subscription amount until the first paid billing date.

8. Ongoing Communication Requirements

8.1. Enrollment Confirmation. The Client shall send a confirmation message (email or SMS) to the cardholder immediately upon enrollment. The confirmation must include:

(a) The Client’s business name and contact information;

(b) A description of the subscription or service;

(c) The subscription amount and billing frequency;

(d) The next billing date;

(e) Clear instructions on how to cancel the subscription.

8.2. Transaction Receipts. The Client shall send a receipt after each billing transaction, unless the cardholder has opted out of receipts. The receipt must include:

(a) The amount charged and date of charge;

(b) The Client’s business name as it appears on the cardholder’s statement;

(c) Clear instructions on how to cancel the subscription.

8.3. Long Billing Interval Notification. For subscriptions with billing intervals of six (6) months or more, the Client must send a notification to the cardholder between seven (7) and thirty (30) days before each billing. The notification must include:

(a) A reminder of the upcoming charge;

(b) The amount to be charged and the billing date;

(c) Instructions on how to cancel if the cardholder no longer wants the subscription.

8.4. Price Change Notification. The Client shall provide written notice to cardholders at least thirty (30) days before any increase in subscription price, giving the cardholder the opportunity to cancel before the new price takes effect.

8.5. Communication Delivery. All required communications may be sent via email, SMS text message, or push notification if the cardholder has provided consent to receive communications via that channel. The Client shall maintain valid contact information for all subscribers.

9. Cancellation Requirements

9.1. Easy Cancellation. The Client shall provide cardholders with a clear, simple, and accessible method to cancel their subscription.

9.2. Online Cancellation. The Client must provide an online cancellation method that is:

(a) Easily accessible from the Client’s website (not buried in menus);

(b) Functional without requiring the cardholder to contact customer service;

(c) Available 24 hours a day, 7 days a week.

9.3. Cancellation Information. All cancellation instructions provided by the Client must include:

(a) A direct link to the online cancellation form or page; OR

(b) A direct telephone number for cancellation (not a general customer service number).

9.4. A link to a general customer service page, FAQ, or contact page does NOT satisfy the cancellation information requirement.

9.5. Prohibited Cancellation Practices. The Client shall not:

(a) Require the cardholder to call during limited business hours as the only cancellation method;

(b) Place the cardholder on extended holds or transfer them multiple times;

(c) Use aggressive retention tactics or upselling during cancellation requests;

(d) Require the cardholder to provide a reason for cancellation as a condition of cancellation;

(e) Charge cancellation fees not clearly disclosed at enrollment;

(f) Continue billing after a cancellation request has been submitted.

9.6. Cancellation Confirmation. The Client shall send a cancellation confirmation to the cardholder within seven (7) days of receiving a cancellation request. The confirmation shall include:

(a) Confirmation that the subscription has been cancelled;

(b) The effective date of cancellation;

(c) Any final charges or refunds to be processed;

(d) The date through which services remain available (if applicable).

10. Billing Practices

10.1. Billing Descriptor. The Client shall use a clear, recognizable billing descriptor that:

(a) Clearly identifies the Client’s business name or the specific product/service;

(b) Is consistent with the name used in marketing and communications;

(c) Includes a customer service phone number or URL where applicable.

10.2. Billing Consistency. The Client shall:

(a) Bill on consistent dates each billing cycle (e.g., the 15th of each month, or the same day each month as enrollment);

(b) Charge only the amount disclosed to the cardholder at enrollment or in price change notifications;

(c) Not charge more frequently than disclosed at enrollment.

10.3. Declined Transaction Retry. When a recurring transaction is declined, the Client may retry the transaction subject to the following limits:

(a) A maximum of four (4) retry attempts within sixteen (16) days of the original decline for Visa transactions;

(b) A maximum of eight (8) retry attempts within thirty (30) days for Mastercard transactions;

(c) No retries after receiving specific decline codes indicating the card is invalid, closed, or the cardholder has requested no further charges.

10.4. Do Not Retry Decline Codes. The Client shall not retry transactions that receive the following decline codes:

(a) 04 – Pick up card;

(b) 07 – Pick up card, special conditions;

(c) 14 – Invalid card number;

(d) 15 – No such issuer;

(e) 41 – Lost card, pick up;

(f) 43 – Stolen card, pick up;

(g) R0/R1 – Stop all recurring payments.

10.5. The Client shall cancel the subscription or contact the cardholder to obtain alternative payment method information when transactions are repeatedly declined.

11. Account Updater Services

11.1. The Client is encouraged to enroll in Account Updater services (Visa Account Updater and Mastercard Automatic Billing Updater) to automatically receive updated card numbers and expiration dates when cardholders’ payment credentials change.

11.2. Account Updater Response Handling. The Client shall process Account Updater responses appropriately:

(a) Update stored credentials with new card numbers or expiration dates when provided;

(b) Cancel the subscription when receiving a “contact cardholder” response and the cardholder cannot be reached;

(c) Immediately cease billing when receiving a “closed account” response.

11.3. The Client shall not charge a cardholder using an updated card number obtained through Account Updater if the cardholder has previously cancelled the subscription or requested that charges stop.

11.4. The Client shall notify cardholders when their payment credentials have been updated through Account Updater services.

12. Prohibited Practices

12.1. The Client shall not:

(a) Enroll cardholders in subscriptions without clear, conspicuous disclosure and affirmative consent;

(b) Use pre-checked consent boxes or implied consent mechanisms;

(c) Obscure or hide subscription terms, pricing, or cancellation information;

(d) Make cancellation unreasonably difficult or burdensome;

(e) Continue billing after a cardholder has cancelled or requested charges to stop;

(f) Charge cardholders more than disclosed or more frequently than disclosed;

(g) Use “dark patterns” or deceptive design practices to mislead consumers;

(h) Share cardholder payment credentials with third parties without explicit consent;

(i) Enroll cardholders in additional subscriptions without separate, explicit consent;

(j) Retry declined transactions beyond permitted limits or after receiving do-not-retry decline codes;

(k) Process transactions under incorrect MCCs to avoid high-risk classification.

13. Warranties and Representations

13.1. The Client warrants and represents that:

(a) It is registered with the appropriate Card Scheme programs for subscription/negative option billing merchants;

(b) It obtains explicit cardholder consent before processing any recurring transaction;

(c) It provides clear, conspicuous disclosure of all subscription terms at enrollment;

(d) It provides cardholders with easy, accessible cancellation methods;

(e) It complies with all applicable consumer protection laws regarding subscriptions and automatic renewals;

(f) It does not engage in any prohibited practices listed in this Schedule;

(g) All information provided to PayDo is true, accurate, and complete.

14. Suspension and Termination

14.1. PayDo may suspend processing immediately if:

(a) The Client’s chargeback ratio exceeds the thresholds set forth in the Terms ;

(b) The Client fails to maintain required Card Scheme registrations;

(c) The Client engages in prohibited practices or violates consumer protection laws;

(d) The Client receives regulatory enforcement actions related to its subscription practices;

(e) PayDo reasonably believes the Client poses an unacceptable risk to cardholders or the payment system.

14.2. Termination for breach of this Schedule shall result in immediate placement on the MATCH/TMF list where required by Card Scheme Rules/Payment Scheme Rules.

14.3. The Client shall indemnify PayDo for all fines, penalties, assessments, chargebacks, and losses arising from the Client’s breach of this Schedule.