The rules of the road for using Paybyrd.

The following defined terms apply throughout these Terms and Conditions:

• 3D Secure — a protocol (Verified by Visa, Mastercard SecureCode) for transaction authentication.
• Account Holder — a person authorised to use an issued Payment Method.
• Acquirer — a licensed financial institution enabling Payment Method acceptance.
• API — a direct, secured internet connection between the Merchant site and the Paybyrd environment.
• Authorisation — the process of requesting permission to use a Payment Method for a purchase.
• Bank Account — an account held with the Acquiring Financial Institution for fund settlement.
• Business Day — a regular working day unimpeded by holidays or special events.
• Capture Period — the timeframe within which an authorised transaction may be executed (varies by Payment Method).
• Capturing — confirmation to execute an authorised transaction and charge the Account Holder.
• Card — a Credit or Debit Card used for transactions.
• Card Association / Card Scheme — Visa, Mastercard, Discover or comparable bodies.
• CVM Code — the 3- or 4-digit code on a card (CVV2, CVC2, CID).
• Cardholder — a person issued and authorised to use a Card.
• Chargeback — a transaction reversal requested by the Account Holder or Issuer per Scheme Rules.
• Chargeback Fee — a fee charged by Paybyrd per chargeback occurrence.
• CNP (Card Not Present) Transaction — a transaction where the cardholder is absent from the point of sale.
• Credit Card — a card permitting transactions on the cardholder's credit account.
• Customer Area — the secured interface for Merchant transaction management and settings.
• Debit Card — a card enabling debit account transactions.
• Delivery Date — the date Merchant Products/Services are delivered to the Account Holder.
• Delay Level — the minimum Deposit level set for the Merchant.
• E-Commerce Transaction — a transaction submitted via secure internet without physical presence.
• Eligible Merchant — a Merchant meeting Paybyrd qualification and Acquirer/Card Scheme requirements.
• Financial Institutions — Acquirers or other regulated authorised entities.
• Fine — an additional payment imposed by Scheme Owners or Acquirers for violations, fraud or chargeback excess.
• Hosted Payment Pages — the Paybyrd-hosted interface for Account Holder payment entry.
• Inflation — Euro-area inflation (HICP All Items) from Eurostat.
• Interchange Fee(s) — the collective fees from Issuing Banks, Card Schemes and Acquirers.
• Issuer / Issuing Bank — the institution issuing Payment Methods to the Account Holder.
• Merchant — a company processing transactions via Paybyrd for products/services.
• Merchant Agreement — the contract for Paybyrd service provision, including these Terms and Conditions.
• Merchant Product/Service — a product or service sold by the Merchant that requires transaction processing.
• MO/TO (Mail Order/Telephone Order) Transaction — a non-present transaction via mail, fax or phone.
• MSC (Merchant Service Charge) — a fee per transaction (percentage, fixed, or combination).
• Order Currency — the currency in which the transaction was originally offered to the Account Holder.
• Payment Currency — the currency in which the transaction is processed.
• Payment Details — the information required for transaction submission and fraud checks.
• Payment Interface — the electronic connection method for providing transaction details.
• Payment Method — a method enabling payment (Cards, bank transfers, direct debits).
• PCI DSS — the security standards for card-data transmission, processing and storage.
• POS (Point of Sale) Transaction — a transaction via a POS Terminal with the cardholder present.
• POS Terminal — a device submitting POS transactions via encrypted internet connection.
• Processing Fee — a fee charged per transaction submission regardless of amount or method.
• Refund — a partial or full transaction reversal reimbursing the Account Holder.
• RFI (Request for Information) — a request by a Scheme Owner or Acquirer for transaction information.
• Scheme Owner — the entity offering or regulating the relevant Payment Method.
• Scheme Rule — the bylaws, rules, regulations and procedures from Scheme Owners (binding).
• Service(s) — the technological services provided by Paybyrd.
• Settlement — payment from the Acquiring Financial Institution (AFI) to the Merchant minus refunds, chargebacks, fees and deposit requirements.
• Software — programs and data that Paybyrd develops or operates for service provision.
• Terms and Conditions — the current version of these terms.
• Traffic — the Merchant transaction profile (volume, spread, geographical distribution).
• Transaction — an Authorisation request from the Account Holder submitted by the Merchant.
• Transaction Fee — the sum of the MSC and the Processing Fee.
• Uncompleted Order Amount — the total of authorised, captured or settled transactions for undelivered products.
• Working Hours — 09:00–18:00 CET on Business Days in the Netherlands (or published alternatives).

A.1 — Payments acceptance

Paybyrd enables Merchants to accept customer payments for products and services. Paybyrd assumes no liability for the items purchased. During service provision, Paybyrd acts as technical service provider for the Financial Institution that ultimately provides the payment services.

A.2 — Payments platform service

The Paybyrd platform delivers real-time or near real-time processing with high availability (see Service Levels). Services include reconciliation for Transactions acquired and settled via Paybyrd partner financial institutions.

Submission requirements:

• Card Not Present Transactions: Hosted Payment Page, Card Collect functionality, or iFrame
• POS Transactions: via a Paybyrd-approved POS Terminal

Merchant obligations:

• Provide all Paybyrd-requested data for each transaction
• Non-compliance authorises immediate suspension of transaction processing
• Paybyrd may revise required data via Customer Area notification

A.3 — Final pricing and customer details

Pricing is the pricing registered on our website for self-service signups, or the rates specified in the Merchant Agreement.

Paybyrd reserves the right to adjust acquiring fees based on: nature and risk level of the business, type of product/service, Merchant credit history, processing history, and other business-related factors. Any adjustment will be communicated with a reasoned explanation.

B.1 — Registration process

Merchants must provide information about their business, activities and shareholders to enable Paybyrd to comply with anti-terrorism, financial-services laws and KYC requirements.

The Merchant warrants that all Registration Information is correct and current. Paybyrd conducts identity verification and risk assessment and may share information with Financial Institutions for independent assessment.

Acceptable registration materials include financial statements, invoices, and government-issued permits, identifications and permissions. Support for specific Payment Methods is subject to Scheme Owner/Acquirer acceptance and may be withheld or withdrawn at their discretion; some methods may require direct Acquirer agreements.

The Merchant authorises Paybyrd, by mandate, to act in the Merchant's name with relevant Acquirers and Financial Institutions; to execute, amend, renew and terminate agreements on the Merchant's behalf; to handle requests and instructions regarding pricing, settlement and bank-account details; and to submit Registration Information to Scheme Owners and Acquirers for permission. The Merchant will not hold Paybyrd, any Acquirer or any Financial Institution liable for actions taken in reliance on this mandate.

B.2 — Onboarding requirements

Services are available only to legal persons or constructs (organisations) and exclude payments relating to the personal, family or household sphere.

At agreement entry and on request, the Merchant must provide: Chamber of Commerce certificate; shareholder registry; proof of ultimate beneficial owners; certified government-issued identity documents for all beneficial owners and managers; bank statements; business proof of address; manager/owner proof of address; Tax ID; and certified company financials. Paybyrd may request additional documents without notice.

The Merchant represents that registering persons are competent and authorised; the Merchant is a national of the indicated country; the Merchant is authorised for business development in the indicated country or countries; and all provided information is complete, truthful and will remain current. Changes in corporate name, status, structure, service type or scope must be communicated within 48 hours.

Access credentials: Paybyrd provides a username (partner ID) and a temporary password. Credentials are strictly personal and non-transferable; the Merchant is responsible for any damage or loss resulting from misuse and must report loss, theft or misuse immediately.

B.3 — Verification and acceptance

By accepting this agreement the Merchant permits Paybyrd and its Financial Institutions to retrieve Merchant information, share information with third parties (including credit-history and data providers) and update information periodically for continuous verification.

The Merchant permits Paybyrd to share information with Financial Institutions regarding application and account status, transactions, statutory/supervisory compliance, payment-service management, service improvement and risk management. Paybyrd may, in exceptional circumstances, request an office inspection or examination of financial records. Non-compliance with an information request within 10 days may result in suspension or termination.

B.4 — Authorisation for registration and contracting formalities

Paybyrd may undertake necessary formalities for Merchant registration with Acquirers or specific payment methods. Paybyrd cannot guarantee acceptance by any specific Acquirer or payment method; the Merchant remains responsible for legal and regulatory compliance.

C.1 — Omnichannel payment platform

Paybyrd commits commercially reasonable efforts to maintain platform availability, with a minimum 99.9% average uptime measured quarterly. The uptime calculation excludes downtime caused by Merchant acts or omissions, Acquirer or Scheme Owner actions, Merchant-requested changes, internet failures, individual Payment Method failures, or force majeure.

The Merchant must immediately notify Paybyrd of any downtime experienced and cooperate in full with investigation and resolution. Paybyrd minimises offline requirements for planned maintenance and provides advance notice where possible. Emergency maintenance is used only for force majeure or emergency situations.

Paybyrd may immediately suspend service, deny Payment Platform access, terminate the agreement and recover incurred losses if the Merchant is suspected of conflict with the agreement. Prohibited uses include (non-exhaustively) purchase or sale of goods or services conflicting with applicable law or public morals; sale without willing or able delivery within a reasonable period; personal-data use conflicting with GDPR; hacking or phishing; payment collection without a legally valid customer contract; deliberate misleading of customers, institutions, intermediaries, suppliers or third parties; and commission of, or assistance with, fraudulent activities.

C.2 — Payment methods

Each Payment Method has distinct characteristics, risks and conditions, including cost structure, payment term, payment manner and customer dispute/refund possibilities. Conditions are published on our public website or in the final pricing form. By enabling a Payment Method via the Dashboard the Merchant is assumed to understand and accept those conditions. Paybyrd may add, delete or restrict Payment Methods.

C.3 — Foreign currency

Paybyrd offers multi-currency payment acceptance. Financial partners convert payments into euros or into the original currency. Settlement amount is calculated on an individual payment basis using a buying rate (currency exchange rate plus partner supplier costs) with a mark-up.

Refunds are converted to the customer's original payment currency regardless of who initiates the refund. The customer receives the full original payment amount; the Merchant is charged per the buying-rate calculation plus mark-up.

C.4 — Account Holder payment currency

Paybyrd may offer Account Holders a Payment Currency different from the Order Currency. The Merchant always receives Settlement in the Order Currency unless otherwise agreed, or unless the Merchant does not provide an account for Order Currency settlement.

C.5 — Cardholder authentication methods

For Hosted Payment Page transactions, 3D Secure authentication is offered as a Merchant option where the Acquirer or Payment Method supports it and the current Paybyrd Software supports it.

C.6 — Fraud control

All transactions are screened by the Paybyrd Fraud Control Tool, which performs checks and attaches fraud-likelihood scores. The tool does not guarantee prevention of fraudulent transactions, chargebacks or fines. Paybyrd may change Merchant-set scoring values if there are clear, objective indications of unacceptable fraud risk or excessive chargebacks, and may add or change checks without notice. Paybyrd may cancel transactions reasonably suspected of being fraudulent or criminal.

C.7 — Captures

For some Payment Methods, Merchants may request Authorisation without immediate Capture. Authorised transactions have a maximum Capture Period (set by the Issuing Bank or Scheme Owner). The Merchant is responsible for timely capture. Beyond the Capture Period, prior authorisation assurance is invalid, increasing non-settlement and chargeback risk. General account: minimum 5-day Capture Period.

C.8 — Settlements

The Merchant is responsible for evaluating Payment Method settlement conditions as communicated via the Customer Area and Scheme Owner channels. Paybyrd will not compensate for late or non-performance, insolvency or bankruptcy of any Acquirer or Scheme Owner. Paybyrd may request that a Financial Institution withhold settlement if captured transactions are suspected of fraud or illegality, or are likely to be subject to chargeback, pending investigation.

No interest is due over amounts held prior to settlement, except where Settlement is delayed by 90 days or more due to Paybyrd's intent or gross negligence, in which case interest accrues at 3-month EURIBOR + 2%.

C.9 — Data requirements

The Merchant provides Paybyrd with all requested information regarding current and expected Delivery Dates, average time from Authorisation to Delivery, current ability to provide Products/Services, and financial status, solvency and liquidity. This information is used to estimate the likely Uncompleted Order Amount for Deposit Level determination.

D.1 — Scope of acceptance

The Merchant may only use the Services for payment of Merchant Products/Services registered in the Merchant Agreement. Paybyrd acceptance is strictly linked to the registered description; prior written approval is required for changes or additions.

D.2 — Prohibited activities

The Merchant may only accept and process payments for lawful goods and services. Prohibited categories include (non-exhaustively): erotic content or services; high-risk financial products or services; certain medicines; illegal or stolen products; illegal games of chance; narcotics and certain food supplements. The full list is published on our public website and may be changed at any time.

If Paybyrd suspects use of the Services for prohibited activity, the Merchant must cease immediately upon request. Failure to comply within the timeframe set by Paybyrd authorises immediate termination.

D.3 — Merchant obligations and restrictions

Paybyrd's acceptance does not constitute advice on the legality of Products/Services or their use of the Services. The Merchant is solely responsible for compliance with Scheme Rules, laws of the country of origin, laws of the customer base, and Payment Method-specific restrictions. Services may not be used for Products/Services with Delivery Dates exceeding 12 months after transaction submission.

E-commerce requirements. The Merchant must provide Account Holders with per-transaction website information including a complete goods/services description; returns and refund policy; customer-service contact details; address; delivery policy; consumer data-protection policy; and any information legally required in the relevant jurisdiction.

Records. The Merchant must maintain electronic or other records relating to the transaction and the ordering and delivery of the Products/Services for the greater of 2 years after processing or the applicable warranty period. Records include shipping details, invoices for delivered Products/Services and all Account Holder contacts. The Merchant will cooperate in any record audit during a Chargeback, suspected-fraud or RFI investigation.

D.4 — Laws and regulations

The Merchant warrants that its online and offline activities comply with all relevant laws, regulations and this Agreement; that it makes correct use of the Payment Platform; and that it provides correct payment-platform information to its customers. The Merchant will not perform or omit acts it knows, or could reasonably know, would result in punishable or unlawful use of the Payment Platform or could cause damage.

D.5 — Scheme Owner fines

Key Scheme Rule violations expose the Merchant to significant fines (from €25,000 up to €1 million or more). Scheme Owners levy fines to protect Account Holders, Merchants and Payment Method providers against misuse, fraud, illegal activities, law violations, reputational damage and excessive costs.

Fine-subject Scheme Rules include: use of a Payment Method for unauthorised Products/Services; use for law-violating Products/Services; use for Scheme-Owner-prohibited Products/Services (adult content, drugs, arms, gambling); use for third-party benefit or resale; chargeback percentage exceeding acceptable levels; Payment Details security or confidentiality breaches; and fraudulent or misleading activities against Account Holders.

Merchants are advised to review current Scheme Rules and applicable law changes regularly. Paybyrd provides Scheme Rule access and summaries via the Customer Area. The Merchant fully indemnifies Paybyrd against fines resulting from breach of the Merchant Agreement or Scheme Rules.

D.6 — Information provision

The Merchant website must show: contact information (customer-service address, phone, email); product/service pricing; delivery information (timeliness and charges); payment terms; and subscription information (term, cancellation method) where relevant. Delivery delays and order cancellations must be communicated clearly and proactively. Paybyrd may charge the Merchant for any investigation costs arising from complaints that require Paybyrd's involvement.

E.1 — Safeguarding customer funds

Paybyrd's partner Financial Institutions are obliged to safeguard funds received. They may use separate, regulated or registered entities that receive funds on behalf of the parties or hold them securely. Payments are made per Paybyrd's instructions; incorrect payments are the consequence of incorrect Paybyrd instructions. Payment requests are directed to Paybyrd, not to the financial entities. The Merchant waives any right to demand amounts from those entities or to take legal action against them.

E.2 — Rates and pricing

Paybyrd charges per successful Transaction at the rates displayed in the Dashboard (or, if absent, at the basic rates published on our website). Paybyrd may unilaterally raise service prices on one month's prior notice, with the increase effective for services rendered after the notice period. The Merchant may cancel during the one-month notice period by written notice, subject to a three-month end-of-notice period. Rates are exclusive of VAT and government charges unless stated otherwise.

This clause does not apply to communicated Acquirer or Scheme Owner fee increases not included in Paybyrd fees (e.g. Interchange Fee increases with Interchange Plus pricing) or to changes required by applicable law. Without Merchant notification or failure to terminate, rate increases are effective from the Paybyrd-set date.

E.3 — Transactions

Paybyrd processes only transactions authorised by an Intermediary or Financial Institution. The Merchant is responsible for the correctness of Transaction Data submitted to the platform. The contractual relationship is between the Merchant and the customer, and between the Financial Institution and the customer; Paybyrd is explicitly outside that relationship.

E.4 — IC++ pricing / MSC blended fee

The Merchant acknowledges that the underlying Interchange Fee is calculated per the Merchant-provided Traffic characteristics documented in the Merchant Agreement. If actual Traffic materially differs from the figures provided, Paybyrd may proportionally adjust the blended fee or apply IC++ pricing. Current Card Scheme Interchange pricing is published by the Card Schemes and linked from the Customer Area.

E.5 — Payment fee exemption

Merchants meeting certain volume requirements may be eligible for payment-fee exemption. Payment fees are charged at transaction time and refunded within 60 days upon receipt of a marketing-fees invoice. The invoice must include a clear description of Paybyrd Platform Marketing fees and a PO number issued by Paybyrd finance, and is subject to finance-team review and a 45–60 day refund processing window.

E.6 — Payment

The Merchant agrees that fees and sums, including Chargebacks, Fines and Deposit Level requirements, may be withheld from Settlement amounts. If a Settlement is insufficient to cover amounts due to Paybyrd, the remaining amount is due within 30 days of invoice date. Paybyrd may require immediate payment or set-off merchant debts against Settlements in refund/chargeback cases where the outstanding amount exceeds the Settlement, in coverage of merchant liability, or for other Agreement-required charges including fines. Interest of 1% per month accrues on unpaid Merchant-owed amounts. Upon acceptance of these Terms, Paybyrd is granted the right to establish a direct-debit mandate for daily, weekly or monthly debiting of outstanding fees.

E.7 — Funds segregation

Transaction payments (after AFI cost deduction not included in Paybyrd rates) are received into an AFI account. The AFI holds the Paybyrd-owed portion for Paybyrd and the remainder for the Merchant. The Merchant authorises Paybyrd to receive all transaction-related payments into AFI-held accounts.

E.8 — Settlement criteria

The minimum balance payment threshold is €5 unless agreed otherwise. If Paybyrd discovers a difference between payment and outstanding balance, Paybyrd may settle the difference or reclaim an incorrect payment. The Merchant may set the settlement frequency in the Dashboard. Paybyrd may change frequency or suspend Payment Services or Settlements, or cancel Transactions, in case of complaints, attachments or fraud investigations. Obligations during suspension remain fully in force.

E.9 — Deductions and receivables

All transaction payments (after AFI cost deduction) are received at the AFI, which may maintain a separate safeguarding entity. The AFI holds the Paybyrd-owed portion for Paybyrd and the remainder for the Merchant.

E.10 — Reserves and settlement delays

Paybyrd is entitled to establish and maintain a reserve to cover credit risk, chargebacks, disputes, delayed delivery, card-scheme fines, regulatory fines and other losses. Reserve amounts are determined at Paybyrd's sole discretion, adjusted for Merchant risk profile, sales volume, nature of products/services sold and any other factor Paybyrd deems relevant. Paybyrd may engage third-party risk-management services for reserve management.

E.11 — Account maintenance fees and inactivity charges

For in-person payment-method users, a €50 minimum monthly account-maintenance fee applies from 30 days after contract signature where the agreed monthly volume is not met. A €25 fee applies per inactive terminal unless a rental price is established. An inactive month is any calendar month during the agreement term in which the in-store terminal is not used for payment processing. The inactivity fee is the greater of €50 or 50% of the expected monthly revenue (preceding six months or shorter agreement period); for subsidised merchants it may reach 100% of expected monthly fees. The fee is due within 30 days of the end of the inactive month. Paybyrd may waive the inactivity fee at its sole discretion. Merchants wishing to terminate must provide notice and settle outstanding fees before closure.

E.12 — Volume shortfall compensation

If monthly processed volume is less than 75% of the contracted volume at onboarding (the point at which pricing is determined), Paybyrd is entitled to charge an amount equal to 50% of the revenue derivable from processing the Contracted Monthly Volume, less the revenue actually derived from Merchant volume. Revenue derivable = Contracted Monthly Volume × per-unit contract price. This is a genuine pre-estimate of loss (not a penalty), billed separately and payable within 7 days of invoice. The parties acknowledge this clause as a material term. It does not preclude other rights or remedies available to Paybyrd.

E.13 — Setup fees

Paybyrd may charge one-time setup fees for certain Merchant types or business activities. Setup fees are communicated in advance and paid upfront before account activation or processing. Amounts are determined by business nature, associated risk level and any other factor Paybyrd deems relevant. A breakdown and reasoning are provided. Setup fees are non-refundable and non-prorated for early account termination.

E.14 — Set-off

Paybyrd may, at its sole discretion and without notice, set off Merchant-owed amounts (present, future, actual, contingent, potential, liquidated or unliquidated) or amounts owed to Paybyrd affiliates against amounts Paybyrd owes the Merchant, Reserve Account amounts, or any Paybyrd/third-party intermediary Merchant property. This right is not limited by assignment to third parties, formal collection measures or bankruptcy proceedings unless legally precluded or expressly relinquished in writing.

E.15 — Reverse merchant set-off

The Merchant is not entitled to offset or deduct Paybyrd liabilities or obligations (under this Agreement or other agreements) from amounts owed to Paybyrd.

F.1 — Chargeback liability

Scheme Owners — in particular credit-card issuers — allow Account Holders to request chargebacks per Scheme Rules, resulting in cancellation of transactions already paid or due to be paid to the Merchant. Receipt of Settlement or Authorisation does not unconditionally entitle the Merchant to receive or retain Settlement amounts; a Chargeback results in loss of entitlement and immediate return of funds to the Account Holder via Paybyrd.

Paybyrd credits the Merchant's Bank Account on condition that no Chargeback occurs. If a Chargeback occurs, Paybyrd may debit the credited amounts. Scheme Owners and Paybyrd do not accept excessive Chargeback generation. The general standard is that more than 0.5% of authorised transaction volume is considered unacceptable; consequences include suspension of processing and Payment Method-specific fines (for which the Merchant is responsible). Some Payment Methods have higher or lower tolerances per Scheme Rules as published in the Customer Area. Non-immediate action by a Scheme Owner, Acquirer or Paybyrd does not constitute consent or waiver.

The Merchant may not provide refunds to Account Holders using a different Payment Method than the original; original transactions may still be subject to Chargeback, creating double-refund liability. If Paybyrd suspects non-delivery, fraudulent basis, high chargeback likelihood or illegality, Paybyrd may suspend related Settlements and block related Authorisations pending satisfactory assurance.

F.2 — Chargeback fees

A non-refundable Chargeback Fee is charged per Chargeback per the Merchant Agreement.

F.3 — Chargeback payment

Paybyrd may deduct Chargeback amounts from Merchant Settlements or from the Deposit where the Settlement amount is insufficient.

F.4 — Chargeback recovery

Despite termination of the Merchant Agreement for any reason, Paybyrd is entitled to recover Chargebacks, Chargeback Fees and related fines for Transactions during the agreement term.

F.5 — Refunds

Paybyrd gives no guarantee and accepts no liability for automated or completed transactions subsequently reversed in any form by a customer or Financial Institution. Refund causes include (non-exhaustively) customer disputes, unauthorised or incorrectly authorised transactions, transactions not compliant with Scheme Rules or Agreement rules, allegedly unlawful or suspicious transactions, and other Card Network or Financial Institution reasons.

The Merchant is fully responsible and liable for Refunds regardless of reason, timing or outcome. The Merchant is immediately liable to Paybyrd for the full Refund amount, costs and penalties. The Agreement authorises the AFI or Paybyrd to set off total Refund claims against Merchant claims on Paybyrd, or to debit the Merchant's known bank account. If Paybyrd cannot collect directly, the Merchant must pay the full amount immediately on request.

If a Refund is suspected, the AFI may retain the possible Refund amount or withhold it from future balances until: the Refund is established from a customer complaint; the Merchant successfully disputes the Refund; the applicable legal dispute period expires; or non-occurrence is established. Merchants may dispute Refunds with Paybyrd notification; Paybyrd has no liability for its role in any dispute. The Merchant must provide complete and accurate information in time, at its own expense, and permits relevant information sharing with the Cardholder, card-issuing institution and Financial Institution. Incomplete or untimely information may result in an irreversible Refund.

Determination of excessive Refunds may result in changes to guarantee conditions or amounts, cost increases, outpayment delays or suspension or termination of Payment Services. Financial Institutions and Intermediaries may implement additional checks or restrictions.

F.6 — Refund charges

Refunds are charged as Merchant Transactions. Refund fees apply where manual intervention is needed or additional Paybyrd costs are incurred (after prior notice). Paybyrd will not execute Refunds where funds cannot be subtracted from the next Settlement. Refunds are not funded by the AFI from the Deposit or from the AFI's own means. Merchants may request a separate Deposit for immediate Refund execution regardless of Settlement amounts.

F.7 — No refund of fees

Original transaction execution fees are not refunded, in whole or in part, upon Refund or Chargeback.

G.1 — Hosted Payment Pages, iFrame, Card Collect

Unless otherwise agreed, Services are used for Card Not Present Transactions via Hosted Payment Pages. The Merchant redirects the Account Holder to the Paybyrd-secured Hosted Payment Page for payment submission. Pages can be customised using standard skin options. The Merchant shall not capture, register or have the Account Holder fill Payment Details — expressly including credit-card data — on the Merchant site, but must use the Hosted Payment Pages. Screen-grabbing or emulation technologies for Hosted Payment Page input are prohibited.

G.2 — API Payment Interface

Where the Merchant has expressly agreed to use the API Payment Interface for CNP Transactions, the connection is via REST API over HTTPS, authenticated by username/password, IP, and/or client certificate. Merchants not activating 3D Secure for available Payment Methods understand that higher Card Scheme or Acquirer Interchange Fees and other restrictions may apply.

PCI-DSS compliance. Merchants using the API interface must fully comply with current PCI-DSS rules, demonstrate compliance upon request, provide valid certification and notify Paybyrd immediately upon invalidation. Paybyrd may immediately suspend processing if there is any indication of non-compliance that the Merchant cannot immediately prove unfounded. The Merchant fully indemnifies Paybyrd against losses, claims (including Scheme Owner fines), costs and damage from breach of obligations.

G.3 — Merchant equipment and POS terminals

The Merchant is solely responsible for the equipment and software required to connect to the Payment Interface and submit transactions, including installation, servicing, maintenance, security and operation. Paybyrd provides standard software modules and installation guides; while professional input is ensured, the Merchant remains responsible for correct implementation per the Customer Area instructions.

POS Transactions may only be submitted if expressly agreed in the Merchant Agreement, and only using Paybyrd-approved POS Terminals per current usage instructions. Where a Paybyrd POS Terminal is provided or recommended together with a third-party device (tablet, iPad, cash register, etc.), the Merchant must install current Paybyrd software and updates on that device. Paybyrd is not responsible for third-party device functioning; use is subject to the third-party provider's terms. Paybyrd may provide software building blocks (libraries) "as is" without warranty.

G.4 — Merchant integration responsibility

The Merchant is responsible for complying with Paybyrd-issued instructions and installation manuals, including updates issued via the Customer Interface. Paybyrd is not obligated to provide notification of Software or interface changes that do not impact the Merchant's use of the Services if the Merchant correctly followed integration instructions.

G.5 — Defensive programming

Paybyrd strongly recommends "defensive programming" where automated decisions default to non-delivery. For example, systems should deliver only on receipt of express payment authorisation, not in the absence of an explicit rejection.

G.6 — Authorised payment status

An "Authorised" status means likely transaction success, but 100% certainty is not given. A payment may still be blocked or subject to Chargeback where Scheme Rules permit. Success likelihood varies by Payment Method — for direct debits, "Authorised" typically indicates only that the Account Holder's bank account exists, not that sufficient funds are available.

G.7 — Changes to API and Software

Paybyrd may change or amend Software or interfaces at any time, provide new versions and change functionality, except where this would materially reduce functionality explicitly committed in the Merchant Agreement — unless required for industry-standard changes, law or Scheme Rule changes, security-risk-identified increases, or other reasonable grounds. Merchants significantly impacted by a material functionality reduction may terminate within one month of the change announcement by written notice. Paybyrd announces material API Interface changes at least six months in advance where reasonably possible; shorter notice may apply for legal, Acquirer/Scheme Owner or security reasons.

G.8 — Security of Payment Details

The Merchant guarantees that Payment Details (credit-card numbers, CVM codes, PIN codes) are not copied, captured or intercepted on Hosted Payment Pages or POS Terminals. If Paybyrd suspects copying, capturing or interception, Paybyrd may suspend processing and Settlement. The Merchant fully indemnifies Paybyrd against losses, claims (including Scheme Owner fines), costs and damage from breach of obligations.

H.1 — Customer support

Regular support is available by email, web and telephone during Business Days and Working Hours. Emergency support is available 24 hours a day. Supported languages: English, Portuguese and Dutch. Support documentation is provided in English, alongside a knowledge base, news and troubleshooting helpers on our support website.

H.2 — Uptime commitment — Payment Platform

Paybyrd commits commercially reasonable efforts to maintain a minimum average 99.9% Payment Interface uptime, measured quarterly, for Transaction request receipt. The calculation excludes downtime caused by Merchant acts or omissions, Acquirer or Scheme Owner actions, Merchant-requested changes, general internet failures, individual Payment Method failures or force majeure. Merchants must immediately notify Paybyrd of any experienced Payment Interface downtime and cooperate reasonably in investigation and resolution. Planned maintenance is announced where practical and scheduled to minimise affected transactions; in emergencies (force majeure, terrorist attack) all available resources are used to minimise downtime.

H.3 — Back-office maintenance

The standard weekly maintenance window is Tuesdays 07:00–07:15 CET, or at other times determined by Paybyrd and communicated to the Merchant. The Customer Area may be temporarily unavailable during planned maintenance. Back-office maintenance only exceptionally affects Payment Interface transaction availability.

I.1 — Security and compliance

Paybyrd provides reasonable secure payment-system measures and maintains PCI-DSS certified systems for service provision.

I.2 — Security and fraud measures

Paybyrd provides security procedures and fraud-reduction suggestions, including Paybyrd-developed or third-party processes and two-factor authentication (2FA) for Dashboard login. Merchants assess the appropriateness of procedures, select those that fit their activities and use additional non-Paybyrd procedures if necessary. Disabling or refusing security measures increases the chance of unauthorised transactions. The Merchant is responsible for use of lost or stolen cards to purchase goods or services on the Merchant website; Paybyrd is not responsible for, and does not indemnify the Merchant against, losses from lost or stolen card usage or from lost or stolen credit cards, usernames or passwords falling into the wrong hands.

I.3 — Confidentiality

Information relating to the Merchant or to Paybyrd that is designated as confidential, or that can reasonably be deemed confidential by its nature or content, is "Confidential Information" regardless of express designation. Each party retains ownership of data it provides. The Merchant acknowledges the Merchant Agreement terms and information about the Paybyrd Services (including support communications) as Confidential Information.

Each party will take all necessary steps to protect Confidential Information: sharing only with personnel or representatives where necessary to exercise rights and obligations under the Agreement; and not disclosing to third parties without prior written consent (with an exception for Paybyrd for disclosures necessary to perform the Services). Confidentiality survives termination. Without special mention, the following are confidential: all financial data; Merchant Agreement-agreed specific terms and conditions; software user manuals, guides and Paybyrd product/service materials.

I.4 — Privacy

Paybyrd acts as a data processor under the Merchant's direction and responsibility in accordance with the EU General Data Protection Regulation (2016/679) and applicable Dutch privacy laws when personal data is processed for service provision. The Merchant complies with personal-data-protection laws of its country of origin and of countries where it offers products or services, particularly where personal data is processed in the context of the Services or submitted to Paybyrd. Paybyrd and the Merchant implement appropriate technical and organisational measures against personal-data misuse.

I.5 — Protection of user data

Merchant contracts or applicable customer terms must state that Paybyrd is used for transaction processing and that the Merchant shares personal data with Paybyrd in that context. Where applicable, the Merchant ensures that customers directly or indirectly provide Paybyrd with all explicit consent required under applicable privacy legislation.

The Merchant guarantees GDPR compliance for personal data presented through the Payment Platform. Non-compliance, or a request from an Intermediary, Financial Institution, court or government body, authorises Paybyrd to suspend obligations. The Merchant is fully responsible for data security on its website, app and possessions, and for compliance with applicable national and international personal-data and payment-data collection, storage and dissemination laws.

Where applicable, the Merchant complies with PCI-DSS and PA-DSS. An Account Data Compromise (ADC) caused by Merchant actions results in Merchant liability. Where Paybyrd or an Intermediary conducts an ADC investigation, the Merchant accepts the involved costs (only if Paybyrd previously shared an amount or cost indication). The Merchant uses only PCI-standard-compliant suppliers for Payment Data storage or transmission, particularly for PANs, card expiration dates and CVV2 codes. CVV2 storage is strictly prohibited in any form. Suspected data breaches involving payment data require Paybyrd notification without delay, no later than 48 hours after discovery; the Merchant will promptly provide any additional information requested.

J.1 — Intellectual property rights

All Software, materials and intellectual-property rights related to Paybyrd services are owned by Paybyrd or its licensors. The Merchant Agreement grants the Merchant a limited, non-exclusive, non-transferable licence to use the Software and materials solely in conformity with the Agreement and applicable usage instructions.

J.2 — Duration

The Agreement enters into force at the moment of service signup. The initial term is 48 months. Thereafter the Agreement tacitly continues indefinitely with a 12-month notice period.

J.3 — Liability

Paybyrd is liable only for its own acts and omissions, not for third parties — expressly including Scheme Owners and Acquirers — or for events outside Paybyrd's system (e.g. internet disturbances, third-party system malfunctions), except where caused by Paybyrd's intent or gross negligence.

Paybyrd's total annual liability towards the Merchant under the Agreement, whether in breach, tort or other legal theory, is capped at the total Processing Fees paid by the Merchant in the previous full calendar year (or, if there was no previous year of service, the fees payable under the initial 12-month term). Paybyrd is not liable for loss of profit, business, contracts, revenues or anticipated savings, or for damage to goodwill or reputation, or for any special, indirect or consequential damages.

Nothing excludes or limits liability for intent, gross negligence, death, fraud or personal injury.

J.4 — Indemnification and fines

Where third-party claims assert that the parties own Paybyrd Software or system rights, Paybyrd will indemnify the Merchant without delay against such claims and reasonable legal defence costs, and will provide necessary legal-defence assistance. The Merchant indemnifies Paybyrd against third-party claims (expressly including Scheme Owner or Acquirer fine-payment claims) brought against Paybyrd as a result of Merchant violations of the Merchant Agreement, applicable law or Scheme Rules.

J.5 — Termination

1. Applicability. The Agreement applies to all legal acts between the parties and remains applicable after service termination regardless of express termination communication. Other conditions or agreements are explicitly rejected unless the parties expressly agreed otherwise in writing.
2. Premature termination. Either party may prematurely terminate by registered letter with six months' notice.
3. Immediate termination. Either party may terminate immediately by registered letter upon Merchant breach of the Merchant Agreement terms or conditions, or upon Merchant conduct harmful to Paybyrd's image or credibility.
4. Mutual termination. Upon agreement of both parties.

J.6 — Transfer

Paybyrd may, at any time, assign, novate or transfer the Merchant Agreement to a Paybyrd group company (at least 50% shared shareholding) without prior Merchant consent, by written transfer notice.

J.7 — Null provisions

An invalid or inapplicable Agreement provision is deemed non-existent; all other provisions remain applicable. The parties will take steps to remove the invalid provision and replace it with one that approaches the economic objective of the original as closely as possible.

J.8 — Entire agreement

The Merchant Agreement contains all commitments of the parties and replaces all prior contractual commitments. No representation, warranty or undertaking has effect unless expressly written in the Agreement; all implied or prior representations, warranties or undertakings are excluded to the fullest extent allowed by law.

J.9 — Use of name and marketing

The Merchant agrees to inclusion of its name and standard logo (as published) on the Paybyrd client list and sales materials; Paybyrd may use this list freely in its commercial efforts. Any other use of the Merchant's name, logo or information requires prior written Merchant approval, which the Merchant may withhold.

The Merchant may reference Paybyrd as its payment service provider in the "frequently asked questions" section of its website, explaining how Paybyrd appears on customer bank statements, and may include a link to the Paybyrd website in that context. The Merchant may not mention Paybyrd on its home page. The Merchant must clearly state that customers of Paybyrd-processed payments should not contact Paybyrd for support or questions. Use of the Paybyrd logo on the Merchant's website requires prior express written Paybyrd approval, which may be refused or withdrawn at Paybyrd's discretion.

J.10 — Agreement and Terms and Conditions changes

Paybyrd may revise the Terms and Conditions from time to time by giving at least 30 days' written notice to the Merchant via email or a notice in the Customer Area. If the change has a material adverse impact on the Merchant and the Merchant does not agree to the change, the Merchant may give written notice of its objection to Paybyrd within thirty days after receiving notice of the change.

If Paybyrd receives such notice, Paybyrd will contact the Merchant to discuss the objections. If the Merchant continues to refuse to accept the change and Paybyrd refuses to withdraw the announced change, the Merchant may terminate the Merchant Agreement by giving at least one month's written notice to Paybyrd (such termination notice to be sent at the latest 60 days after the Merchant received notice of the change).

The Merchant is not entitled to object and shall not have the rights set out in this clause for any change which Paybyrd implements in order to comply with applicable law or requirements imposed by the relevant Acquirers and/or Scheme Owners. For such imposed changes, shorter notice periods may be applied by Paybyrd as is needed to comply with the relevant requirement.

J.11 — Deviating terms

The applicability of the Merchant's purchasing or other general terms and conditions is expressly rejected. If the Merchant accepts a proposal made by Paybyrd (including a proposed Merchant Agreement) by issuing a separate written statement — for example a purchase order — which refers to the proposal and/or the Merchant Agreement, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by a Paybyrd board member.

In any case, the terms of the Merchant Agreement as proposed by Paybyrd, including the Paybyrd Terms and Conditions, shall take precedence over any terms and conditions contained or referred to in any such acceptance document from the Merchant.

J.12 — Online contracting — written confirmation

Where the Merchant has concluded the Merchant Agreement with Paybyrd via the Paybyrd website or any other online means, Paybyrd may at any time request that the Merchant re-confirm its acceptance of the terms of the Merchant Agreement (including these Paybyrd Terms and Conditions) by means of a written document signed by an authorised representative of the Merchant.

If the Merchant does not comply with such request within 5 working days after receiving a request by Paybyrd to do so (which request may be issued to the Merchant via the contact email address submitted by the Merchant when concluding the Merchant Agreement), Paybyrd reserves the right to suspend part or all of the Services until the Merchant has complied.

J.13 — Applicability of Payment Services Directive

Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other laws and regulations implementing Directive (EU) 2015/2366 ("PSD2") or its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with articles 38 and 61 PSD2 (or articles 30 and 41 PSD).

Where Paybyrd provides payment services for the Merchant within the European Economic Area ("EEA") and where the Account Holder's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by Paybyrd and the Account Holder shall pay the charges levied by his payment service provider (i.e. the 'SHA' (shared) principle).

J.14 — Third party clause

The parties acknowledge that this Agreement also entails a third-party clause (as referred to in Book 6, Section 253 of the Dutch Civil Code) for and for the purposes of the AFI. Rights of parties under this Agreement will not require the approval of any third party.

J.15 — Statement regarding financial institutions

The following Financial Institutions act as processors, acquirers and/or account payment / BaaS providers:

• For POS and Ecom transactions processed under the brands MasterCard, Visa, China Union Pay and Diners: Bambora Group AB (a Worldline Company), with offices at Vasagatan 16, SE-111 20, Stockholm, Sweden, telephone +46 10 106 60 00;
• Worldline S.A. — Tour Voltaire, 1 Place des Degrés, CS 81162, 92059 Paris la Défense Cedex;
• Rapyd Europe HF — 33M4+3M2, Dalshraun, 220 Hafnarfjordur, Iceland;
• Transactions under the American Express brand processed by American Express Travel Related Services Company Inc. and/or American Express Payment Services Limited, Hoogoorddreef 15, 1101 BA, Amsterdam-Zuidoost, telephone +31 20 504 8504;
• PayPay — Estrada Regional 104 N.º 42-A, 9350-203 Ribeira Brava, Madeira, Portugal;
• PPRO Payment Services — 23 Hanover Square, London, W1S 1JB, United Kingdom;
• Elavon Financial Services — Level 15, CityPoint, One Ropemaker St, London EC2V 9AW, United Kingdom;
• Cielo S.A. — Alameda Xingu, 512 – 21º a 25º andar – Alphaville – SP – CEP: 06455-030, Brazil;
• MANGOPAY S.A. — Avenue Amélie, L-1125 Luxembourg, registered under Number B173459 on the Luxembourg Trade and Company Register and approved as an Electronic money institution by the CSSF, Commission de Surveillance du Secteur Financier, 283, route d'Arlon — L-1150 Luxembourg;
• CURO Payments B.V. — Obrechtstraat 21, 5344 AT Oss, The Netherlands, telephone +31 88 12 62 880;
• PagBrasil Electronic Payments LTDA — Municipality of Porto Alegre, State of Rio Grande do Sul, at Avenida Dr. Nilo Peçanha, no. 1,221, Conj. 902, Três Figueiras, CEP 91330-000.

All Financial Institutions declare that:

• they are the party or parties concerned that possess licenses to process the aforementioned Transactions on your behalf;
• in that capacity, they form part of this Agreement;
• they are responsible for informing you of the rules with which you must comply on behalf of the aforementioned brands, but this information may be provided via Paybyrd;
• they are responsible for the ultimate payment of funds;
• they are responsible for all funds retained temporarily as a guarantee for possible Claims for Refund (see Article E.5 and Article F.5).

J.16 — Other stipulations

This Agreement supersedes all previous agreements between the parties, regardless of whether these agreements were made orally or set out in writing. Paybyrd reserves the right to amend this Agreement. Notification may be made in writing, by email or via the Paybyrd Dashboard. The amendments will enter into effect one (1) month after notification, unless stipulated otherwise. If the Merchant does not wish to agree to these amendments, it is entitled to terminate the Agreement with a notice period of one (1) month.

This Agreement is governed exclusively by Dutch law and the parties must bring disputes before the court in Amsterdam. If the court declares articles of this Agreement invalid, the other articles will remain fully in force.

Paybyrd has the right to outsource some of its services to third parties.

Transfer by the Merchant of this Agreement or the rights and obligations contained in it is only possible with prior written permission from Paybyrd, which permission may be given under certain conditions, to be determined at such time. The Merchant hereby gives Paybyrd permission in advance, as referred to in Book 6, Section 159 of the Dutch Civil Code (BW), to transfer this Agreement at any time desired by Paybyrd to a third party to be indicated by Paybyrd. If and insofar as necessary or desirable, the Merchant further undertakes to confirm the aforementioned permission in writing.

J.17 — Law and jurisdiction

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

J.18 — Code of conduct

Paybyrd adheres to a comprehensive Code of Conduct, designed in accordance with the highest standards and best practices in the financial services industry. To review our full Code of Conduct, please review our Code of Conduct (PDF).

K.1 — Formation of partnership contract

By signing the Order Form provided by Paybyrd ("the Company"), the signatory party ("the Partner") hereby enters into a binding partnership contract with the Company for a term of twenty-four (24) months ("Contract Term"), subject to the terms and conditions outlined herein.

K.2 — Basis of agreement and pricing

The agreement and pricing structure are founded upon the information provided by the Partner during the onboarding process. The Partner agrees to supply accurate and complete information, acknowledging that any discrepancies or inaccuracies may affect the validity of the agreement and associated pricing.

K.3 — Volume requirements and additional fees

The Partner acknowledges that it is subject to volume requirements as specified in the agreement. Failure to meet these volume requirements may result in the Company imposing additional fees, the amount and nature of which will be detailed in the agreement.

K.4 — Termination rights

The Company reserves the right to terminate the partnership contract with a notice of sixty (60) days, should it deem necessary. Furthermore, if an invoice remains unpaid for a period of more than sixty (60) days, the Company may terminate the partnership contract with immediate effect.

K.5 — Rights upon rescindment for breach

In the event that the partnership contract is rescinded due to the Partner's bad behaviour, non-payment, or breach of any terms outlined in this agreement, the Company reserves the right to seek damages and compensation. The Partner will be liable for compensation equivalent to the total value of the contract for the full Contract Term, in addition to any other remedies available to the Company under applicable law.

K.6 — Indemnification

The Partner agrees to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, agents, and employees from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Partner's breach of this agreement.

K.7 — Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of the Netherlands.

K.8 — Amendments

The Company reserves the right to amend these terms and conditions at any time. The Partner will be notified of any significant changes, and continued use of the Paybyrd platform constitutes acceptance of the amended terms and conditions.

K.9 — Protection of business and revenue

The Partner agrees not to engage in any activities or practices that would harm the reputation, business operations, or revenue of the Company. This includes, but is not limited to, any form of competitive actions, misuse of company resources, and dissemination of proprietary information. Breach of this clause will be grounds for immediate termination of the partnership contract and may result in legal action for damages.

K.10 — Confidentiality

Both the Company and the Partner agree to maintain the confidentiality of all information obtained during the execution of this agreement. Unauthorised disclosure of confidential information will be deemed a breach of this agreement and will entitle the non-breaching party to seek appropriate remedies under applicable law.

By entering into this partnership contract, both the Company and the Partner agree to adhere to the aforementioned terms and conditions.