Orchestration Services Agreement

A. The Company wishes to engage Solidgate for the provision of Services as described herein.

B. Solidgate has agreed to supply the said services on the terms and conditions set out in this Agreement.

C. It is the express objective and intention of the Parties to this Agreement to achieve a high degree of efficiency in their professional relationship, to their mutual benefit.

NOW, THEREFORE, the Parties hereto agree as follows:

1.1. The following shall be the condition precedent for Solidgate to start rendering the Services:

1.1.1. The Company has integrated with Solidgate according to the Documentation and Solidgate instructions;

1.1.2. The Company successfully underwent the verification and due diligence processes by providing the Company Information requested by Solidgate, in particular, where Chargeback Prevention Services are included, provided the following information: Acquirer BIN, Acquirer CAID number, payment descriptor, d.b.a. (doing business as), Company’s legal entity name, and MCC; 

1.1.3. The Company has concluded the respective agreement with the Acquirer(s), pursuant to which all payments made by the End Users will be processed by the Acquirer (and/or other third-party service providers, if applicable) with the use of the Technical Solution;

1.1.4. The Company granted the Acquirer and other third-party service providers (if any) consent (for the term of the Agreement) to provide Solidgate with information regarding the Company's Transactions;

1.1.5. The Company has disclosed to and obtained a prior written approval from Solidgate for all Websites and Goods for which the Company processes Transactions or otherwise accepts payments through the Technical Solution.

1.2. If the Company becomes non-compliant with any of the conditions precedent set out in clause 1.1, Solidgate shall have the right to suspend rendering Services until the Company is compliant again.

1.3. In consideration of the Fees and subject to the Company’s conformity with the Agreement, Solidgate shall render Services as set out in this Agreement.

2.1. Subject to the terms and conditions of this Agreement, Solidgate shall provide Company with services relating to sending Transaction information to supported Payment Method Owners and/or to Acquirers who provide acquiring services to the Company, advising the Company on processing activities optimisation, facilitating integration with External Services, including the process of merchant processing account(s) opening and advising on its maintenance, and/or other value-added services including Authentication Services, Fraud Screening Services, Chargeback Prevention Services, and Tokenisation Services, or other related services as described in Schedule A hereto or otherwise expressly agreed between the parties in writing (the “Services”). 

2.2. Solidgate shall provide the Services in its sole discretion. Solidgate has the discretion to use the methods of payment handled by either Acquirer or other third-party service providers involved (if any) in order to render Services.

2.3. Solidgate shall render the Services with reasonable care and skill and in accordance with the Applicable Law.

2.4. The change in Applicable Laws may affect Solidgate's ability to provide and Company’s ability to receive the Services.

2.5. The Company acknowledges that Payment Method Owners may impose Limits from time to time. The Company shall not exceed the Limits. If the Company exceeds any Limit, Solidgate has the right, in its sole discretion, to suspend the Services.

2.6. Without derogating from any other right available to Solidgate under this Agreement, Applicable Law or otherwise, on the basis of risk management considerations or where required to comply with the Applicable Law, Solidgate, in its sole discretion, has the right to suspend the Services in any jurisdiction at any time and for any period of time. 

2.7. Solidgate reserves the right to use third-party providers in rendering any of the Services to the Company. Solidgate shall exercise reasonable care while choosing the provider. Solidgate accepts no liability for the provision of the Services by any third party.

3.1. Where Authentication Services are provided by Solidgate hereunder, the Company acknowledges and agrees that the Authentication Services will be made available, provided that the means of Authentication are supported by the Payment Method used and the respective Issuer.

3.2. Where Fraud Screening Services are provided by Solidgate hereunder, the Company acknowledges and agrees that:

3.2.1. The Fraud Screening Services is a tool that automatically screens Transactions based on their likelihood of being fraudulent. Solidgate may be unable to provide the underlying reasons why a particular Transaction was considered fraudulent or suspicious and therefore declined, subjected to Company review or additional Authorisation requirements.

3.2.2. If a Transaction is submitted to Company review, decisions and actions based on the use of Fraud Screening Services, including Transaction approval or rejection, are at the sole discretion, risk and responsibility of the Company.

3.2.3. While Fraud Screening Services help enhance security and minimise risk of fraud associated with Transactions, it does not guarantee complete fraud prevention.

3.3. Where Chargeback Prevention Services are provided by Solidgate hereunder, the Company acknowledges and agrees that:

3.3.1. Solidgate shall not be responsible if the Company’s Acquirer is unable to issue Refunds for Transactions for any reason, or if Solidgate does not have the appropriate access or permissions to perform Refunds on behalf of the Company, including where the Company fails to provide timely access to its Acquirer, whether through API integration or otherwise. 

3.3.2. While Chargeback Prevention Services help enhance security and minimise risks associated with Transactions, they do not guarantee complete protection against Chargebacks or disputes. 

3.3.3. For the purposes of Chargeback Prevention Services, Solidgate acts as a reseller of products and tools provided by third parties. The provision, availability, functionality, and accuracy of the Services are inherently dependent upon the availability and performance of the third parties. Solidgate does not control and shall not be liable for any decisions, modifications, interruptions, suspensions, or terminations of the products or tools offered by these third parties.

3.3.4. Any updates, technical changes, or policy modifications implemented by the third parties may directly impact the performance or scope of the Services. Solidgate shall not be held responsible or liable for any such effects, limitations, or consequences arising therefrom.

3.4. Where Tokenisation Services are provided by Solidgate hereunder, the Company acknowledges and agrees that:

3.4.1. In using the Tokenisation Services, the Company represents and warrants at all times that it has all necessary approvals to transfer data to Solidgate and the relevant Acquirer(s).

3.4.2. Solidgate is not responsible for the accuracy of the data received from the Company or any third-party Acquirer, nor can Solidgate guarantee that Transactions processed using the Tokenisation Service will be authorised.

3.5. In respect of External Services with which the Company may integrate via the Services, the Company acknowledges and agrees that: 

3.5.1. the providers of any such External Services are not acting as Solidgate’s subcontractors. The providers of such External Services may require the Company to enter into a direct contract with them for the Company to use such External Services in connection with Solidgate’s Services, and the Company’s right to use the relevant External Services shall be conditional on its compliance with the terms and conditions which apply to those External Services.

3.5.2. Solidgate makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such External Services. Solidgate does not endorse any External Service, and the Company’s access to and use of External Services are solely at its own risk. 

3.5.3. the Company hereby consents to the providers of the applicable External Services with whom it integrates via Solidgate’s Services accessing its fraud, chargeback and authentication and authorisation level data for its transactions for the purposes of reporting to Solidgate and improving and enhancing the fraud and risk capabilities of the External Services in general.

4.1. The Company shall pay the Fees defined in Schedule A to the Agreement. The Fees shall be confirmed by an invoice (or an electronic invoice) issued by Solidgate on a monthly basis. The Fees due shall be paid by the Company to Solidgate’s bank account stipulated in the invoice within ten (10) calendar days of receiving the invoice. The Company grants its consent to obtain electronic invoices from Solidgate. The invoices will be sent to the Company’s e-mail address indicated in the Company Information. All bank transfers and charges of payouts shall be borne by the Company.

4.2. Solidgate shall have the right, in its sole discretion, to issue the invoice to Company if the Fees exceed USD 10,000 (or an equivalent). This does not restrict Solidgate from issuing the invoice at the end of the month as per clause 4.1.

4.3. Alternatively to the payment of the Fees under clause 4.1, the Company may authorise the Acquirer to deduct the Fees in favour of Solidgate under the respective agreement with the Acquirer. The Company shall inform Solidgate of such authorisation. The Fees shall be then paid within the time limits stipulated in clause 4.1. If the Company cancels the authorisation for the Acquirer to deduct the Fees, Solidgate shall have the right to invoice the Company for the Fees under clause 4.1.

4.4. Any outstanding Fees and other amounts that are not paid within the timeframe specified in the relevant invoice shall be considered overdue (“Overdue Amounts”). Where there is any Overdue Amount owed by the Company to Solidgate, in addition to all other remedies that may be available under this Agreement or otherwise: 

4.4.1. In case the invoice is over thirty (30) calendar days past due, there will be an interest rate applied on any Overdue Amounts, calculated as days overdue multiplied by the EURIBOR annual interest rate (or rate formally designated as the replacement or successor to EURIBOR by the European Money Markets Institute or a relevant regulatory authority) +1,99% divided by 365 or, if lower, the highest rate permitted under the Applicable Law. Solidgate can, at its sole discretion, waive its right to claim the accrued interest or claim a lower interest.

4.4.2. Solidgate also will be entitled at any time and without further notice or liability to the Company (i) to suspend providing Services, (ii) to inform any third party providers about any Overdue Amounts owed by the Company to Solidgate, (iii) to suspend the release of any data provided by the Company, including CAID(s), BIN(s), Payment Descriptor(s), and any other data or otherwise disrupt the provision of any third party providers’ services to the Company, (iv) to instruct any third party providers to withhold any data provided by the Company or otherwise disrupt the provision of their services to the Company; and (v) apply to the Acquirers (and/or other relevant third parties involved) with instructions to debit the Company's bank account for repayment of any sums that are due and owing by the Company to Solidgate, and the Company irrevocably authorises its financial institution to accept such instructions.

4.4.3. Solidgate may also take other steps to recover the Overdue Amounts, such as instructing a debt collection agency to contact the Company, issuing legal proceedings for enforcement purposes, informing fraud prevention agencies and selling, transferring or assigning the Overdue Amount to a third party; and 

4.4.4. Company shall reimburse Solidgate for all reasonable costs incurred by Solidgate in collecting any Overdue Amount or interest, including attorneys' fees, court costs, and collection agency fees.

4.5. Payment made by the Company to Solidgate confirms the Company’s agreement with the Fees defined in the invoice.

4.6. Solidgate or its Affiliate may, at any time, with reasonable prior written notice to Company, deduct, recoup or set-off any liability of Company or its Affiliate to Solidgate or its Affiliate from any funds, sums or other liabilities owed by Solidgate and/or its Affiliate to Company and/or its Affiliate, whether either liability is present or future, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, Solidgate or its Affiliate may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Solidgate or its Affiliate of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

4.7. All fees payable to Solidgate under this Agreement are exclusive of Taxes. All Taxes shall, if applicable, be borne by the Company. In case any Tax is or becomes chargeable (retroactively or going forward) in accordance with applicable laws, Solidgate shall add such amount to the Fees accordingly. If Solidgate makes payment for such Taxes or if a tax authority requires Solidgate to pay any Taxes relating to the Company and/or the goods and services sold by the Company, the Company will indemnify and reimburse Solidgate for such payment.

4.8. Any fees or amounts paid by the Company, whether directly or by way of set-off, deduction or otherwise, to Acquirers or other third-party service providers, shall not affect nor derogate from the Company's obligation to pay all the Fees due to Solidgate hereunder.

4.9. Any repayment of funds to the End User for the execution of the Transaction (as a result of the Chargeback, Refund or otherwise) is subject to the following terms: 

4.9.1. the Company is solely responsible for repayment of funds, on the terms indicated in the agreement with the Acquirer (and/or other service providers (if any)); and 

4.9.2. the Fees charged by Solidgate in relation to the execution of such Transaction are not to be returned to the Company.

4.9.3. Notwithstanding any Refund, the original Transaction may still be subject to Chargeback by the End User or Issuer, which may cause the Company to provide a Refund for the same Transaction twice.

4.10. The Company shall meet all costs associated with its compliance with the Applicable Law.

5.1. Solidgate will use reasonable efforts consistent with prevailing industry standards to provide the Services in a manner that minimises errors and interruptions in accessing and using the Services.

5.2. Solidgate is authorised to suspend rendering the Services for scheduled maintenance or for unscheduled emergency maintenance, either by Solidgate or by third-party providers, or because of other causes beyond Solidgate’s reasonable control. Solidgate will use commercially reasonable efforts to conduct maintenance without downtime, but if downtime is necessary, Solidgate shall have reasonable discretion to determine when to suspend Services and shall give the Company 5 days’ prior written notice of such suspension within Solidgate’s control.

5.3. The Company acknowledges and agrees that the Services and Software are continually evolving and Solidgate reserves the right to change, update, or amend the Services and/or Software at any time, to provide the Company with a new version thereof, and/or to change the functionalities and characteristics thereof. Solidgate shall give reasonable advance notice to the Company if the changes will materially reduce the functionality of the Services, except where such changes are made necessary by:

5.3.1. a need to follow generally accepted changes in industry standards; 

5.3.2. changes in Applicable Law or Payment Method Rules;

5.3.3. a need for increased security due to security risks identified by Solidgate; or 

5.3.4. other grounds which reasonably warrant immediate reduction of functionality. 

6.1. The Company shall: 

6.1.1. cooperate with Solidgate in good faith in all matters relating to the Service (including Fees calculation);

6.1.2. respond promptly to any Solidgate request to provide information, approvals, authorisations, or decisions that are reasonably necessary for Solidgate to provide the Services in accordance with this Agreement; and 

6.1.3. provide such Company Materials or Company Information as Solidgate may reasonably request to provide the Services and ensure that such materials or information are complete and accurate in all material respects.

6.2. The Company confirms that it has a direct relationship with any third-party Acquirer or Payment Method Owner to which it sends payment information via the Services. The Company shall comply with all Payment Method Rules that apply to the relevant Transaction. 

6.3. If the Company configures its own routing, the Company will be fully responsible for the correctness of the corresponding routing instructions it provides to Solidgate and the verification thereof.

6.4. The Company may only use the Service to facilitate legitimate transactions with End Users.

6.5. The Company is solely responsible for the nature and quality of the Goods, and for any delivery, support, refunds, returns, and any other ancillary services the Company provides to End Users. Solidgate is not responsible for Goods which the Company promotes or sells, nor for its chosen Acquirers or payment processors.

6.6. It is prohibited for the Company to:

6.6.1. Use the Services in a way that infringes Applicable Law, good practices, rights of third parties, or the policies of the Acquirers or Third-Party Services.

6.6.2. Use the Services to handle the Transactions on the Websites that were not previously approved by Solidgate. Should the Company process any Transactions through Website(s) that have not been previously approved by Solidgate, the Company shall pay Solidgate an amount equal to a fee of EUR 5,000 for the first incident, EUR 10,000 for the second incident, and EUR 20,000 for the third and every following incident. Notification(s) of Solidgate, including those received by e-mail, specifying violation of this clause shall be a sufficient ground for the Company’s obligation to pay the amounts set forth by this clause 6.6.2. The fee shall be invoiced and paid as per clause 4 of this Agreement, where applicable.

6.6.3. Utilise H2H payment flow without notifying Solidgate and being compliant with the PCI DSS. The Company assumes full responsibility in the event of total or partial non-compliance with the PCI DSS.

6.6.4. Use the Services to process Chargeback Prevention alerts received not via the Technical Solution.

6.6.5. Fail to protect the data relating to its End Users, which is collected and stored by the Company against unauthorised access. The Company shall immediately notify Solidgate if the Company reasonably believes that there has been any security breach, including but not limited to instances of unauthorised access or attempt to access Transaction data or End-User data, where there is a suspected or confirmed damage, loss or theft of Transaction data or End-User data.

6.6.6. Conduct activity or use the Services in a way that may result in complaints, disputes, charges, penalties and other burdens to Solidgate or the third parties.

6.6.7. Fail to approve with Solidgate any new Goods and/or any changes to the Goods that were previously approved by Solidgate for the use of Services.

6.6.8. Take actions or omissions that may expose Solidgate to credit risk, risk of fraud, breach of duties related to anti-money laundering and terrorist financing or other statutory obligations or a sudden increase of risk (assessed under the procedures adopted by Solidgate based on the Company Information and other information available).

6.6.9. Take any actions, as a result of which the Technical Solution or any part of Solidgate's infrastructure will be negatively affected.

6.6.10. Engage in misleading or deceptive conduct, nor use the Services itself or permit others to use the Services for any improper, immoral, or unlawful purposes;

6.6.11. Use, disclose, sell or disseminate any Account Holder information obtained in connection with the Transactions (including the names, addresses and card account numbers of the Account Holders) except for the cases when the Company has a legal basis to perform such processing activities.

6.6.12. Withdraw integration with the Technical Solution. 

6.6.13. Fail to maintain the following information on its Websites:

(a) privacy policy (End Users’ personal data protection policy), including information on the transfer of personal data of the End Users to a gateway services provider in connection with the performance of the Transaction;

(b) information on settlement currency, any Fees, including those for delivery, packaging, and taxes;

(c) after ordering by the End User and successful authorisation of the Transaction, the Company should inform the End User about it in written or electronic form in accordance with the information received from Solidgate; and

(d) any other information required by the Applicable Law, in particular regarding provision of services by electronic means, distance sale, and consumer law.

6.6.14. Make improper use of Solidgate support services or submit false reports of abuse or misconduct;

6.6.15. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services, including circumvent, disable, or otherwise interfere with security-related features of the Services; or

6.6.16. Rent, lease, lend, resell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof without Solidgate’s express written authorisation.

6.7. From the date of this Agreement and within one year following the date of termination of this Agreement, the Company shall not enter into any agreement, agreement in principle or other arrangement (whether legally binding or not) with the Acquirer or solicit, initiate or encourage the submission of any proposal or offer from the Acquirer relating to any Services except for arrangements facilitated by Solidgate. The Company shall immediately cease any and all contacts, discussions, negotiations and any other relations with Acquirers regarding any Services, when the Services are rendered with Acquirer through Solidgate. The Company shall immediately notify Solidgate if any proposal regarding rendering Services is made by the Acquirer, and shall advise Solidgate of the contents thereof.

7.1. Except for the Fees and any Special terms agreed in Schedule A, Solidgate reserves the right to modify or update any provision of this Agreement, including Standard Clauses, at any time, in particular to reflect changes in Applicable Law, Payment Method Rules, Services offering, technological developments, or internal policies. Solidgate will give reasonable advance notice to the Company of any material changes. The updated version shall be published on Solidgate’s website and shall become effective on the date of its publication. Upon request, Solidgate shall provide the Company with a copy or record of previous versions of the terms of the Agreement for reference or compliance purposes.

7.2. In addition, Solidgate shall have the right, upon a ten (10) day notice, to change any provision of the Agreement, including but not limited to clause 4 of the Agreement, if:

7.2.1. the changes are made at the request of or due to changes in the terms or rules of Payment Method Owners, Third-Party Services Providers, Acquirers and/or other third parties;

7.2.2. the changes are imposed upon Solidgate under the Applicable Law;

7.2.3. the change is required on the basis of risk management considerations of Solidgate, provided that Solidgate shall communicate the reason for and substantiation of such considerations; or

7.2.4. Company commits a material breach of its obligations under the Agreement.

7.3. If the Company does not accept the amendments, it may terminate the Agreement before the new provisions enter into force; otherwise, the Company's continued use of the Services after the effective date shall constitute acceptance.

8.1. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon 30 (thirty) days’ notice in writing to the other Party.

8.2. Without limiting or affecting any other right or remedy available to it under this Agreement or otherwise, Solidgate may terminate this Agreement and/or terminate or suspend any part of the Services immediately and without any liability to the Company if:

8.2.1. the Company fails to perform any obligation required under this Agreement and does not remedy such breach within 5 (five) days from a written request to such effect made by Solidgate;

8.2.2. Solidgate is required to do so by any Payment Method Owners or Regulatory Authority;

8.2.3. the changes are imposed upon Solidgate under the Applicable Law;

8.2.4. This is required on the basis of risk management considerations of Solidgate, including where Solidgate reasonably suspects or believes that the Company is using the Services in connection with any unauthorised, dishonest or criminal activities or that the Company’s use of the Services presents fraud risk, credit risk, or any other material risk to Solidgate, or upon notice from the Payment Method Owners that the Company is suspended or violated any of their rules; or

8.2.5. the Company becomes insolvent, fails to pay its debts due to Solidgate, makes a general assignment for the benefit of creditors, commences procedures for voluntary winding up, suffers or permits the appointment of a receiver for its business assets, or is wound up or liquidated, voluntary or otherwise.

8.3. In case the Agreement is terminated by any Party, Solidgate will be under no obligation to provide any Services to the Company after the effective date of such termination, and all Fees due to Solidgate under the Agreement will become payable on the date of termination of the Agreement. 

8.4. Any termination of this Agreement shall not relieve the Company from any liability arising prior to the termination of this Agreement. Any Services provided and Transactions processed prior to the termination of the Agreement will remain subject to the terms of the Agreement.

8.5. If, upon termination of this Agreement, the Company directs Solidgate to transfer sensitive payment and End User data to another provider, it is the Company’s responsibility to ensure that the designated endpoint of any such data complies with Applicable Law, including any PCI DSS requirements. To the maximum extent permitted by Applicable Law, Solidgate shall not be liable for any Losses arising out of any transfer of such data requested by the Company. Solidgate reserves the right to refuse any transfer of data where it reasonably believes that the transfer or designated endpoint is not compliant with Applicable Law or PCI DSS requirements.

9.1. The Standard Clauses are an integral part of this Agreement and, except where expressly stated otherwise, all references to this Agreement shall include references to the Standard Clauses. The Company, by signing the Agreement or Schedule A to this Agreement (including signing electronically by checking the box on Solidgate's website and/or Customer Portal by the Company's representative), acknowledges and accepts the Standard Clauses.

9.2. The Agreement, including these Standard Clauses, shall be interpreted as a consistent whole, insofar as possible, and the provisions of Standard Clauses are intended to supplement, and not restrict or contravene those outlined elsewhere in the Agreement and vice versa. 

9.3. In the event of a genuine conflict between the provisions of the Agreement (including any Schedule(s)), and except where expressly provided otherwise, the following order of precedence shall apply, but only to the extent of such conflict:

9.3.1. The provisions set forth in Schedule(s), including special terms agreed between the Parties (if any), shall prevail over the other provisions of the Agreement;

9.3.2. The service-specific provisions of the Agreement (i.e. provisions other than the Standard Clauses) shall prevail over the Standard Clauses.

10.1. Personal data processing in connection with this Agreement shall be governed by the Data Processing Agreement, available at https://solidgate.com/agreements/dpa/, which forms an integral part of the Agreement.

11.1. In this Agreement:  

11.2. Capitalised terms used but not defined in this Clause will have the meaning given to them in the Standard Clauses.