Alert 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, and provided Solidgate with 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 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;

1.2. 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 chargeback prevention services that enable the Company to attempt to resolve Account Holder’s billing disputes before they are escalated to Chargebacks, and other related services as described in Schedule A hereto or otherwise expressly agreed between the parties in writing (the “Services”). 

2.2. The Services may include tools and features designed to prevent disputes before they occur (including, without limitation, Order Insight CE 3.0 and Mastercard Clarity), facilitate the resolution of disputes, mitigate or avoid chargebacks (such as RDR/CDRN) and monitor, analyse, and report on fraud-related data (including, without limitation, TC40). The tools included in the Services for a particular Company shall be detailed in Schedule A.

2.3. Unless the Company integrates the Services with its Acquirer and chooses the relevant integration type through Customer Portal, Solidgate will not be responsible for cancelling and/or refunding any Transaction on behalf of the Company. Solidgate shall also 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. 

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

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

2.6. Without derogating from any other right available to Solidgate under this Agreement, Applicable Laws 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. The Company acknowledges and agrees that while the Services help enhance security and minimise risks associated with Transactions, they do not guarantee complete protection against fraud, Chargebacks, or disputes. 

2.8. The Company expressly acknowledges and agrees that 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 relevant 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.

2.9. 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.

2.10. Solidgate reserves the right to use other 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. The Company shall pay the Fees defined in Schedule A to the Agreement. 

3.2. Where Schedule A to the Agreement provides for a prepayment amount, the Company acknowledges and agrees that Solidgate may, at its sole discretion, refuse to commence providing the Services until such prepayment amount has been paid.

3.3. For purposes of using the Services, Solidgate shall provide the Company with access to a Customer Portal. The Customer Portal will show information on the Company’s use of the Service and the available Account Balance. The Company shall be solely responsible for maintaining the security of its account. The Company acknowledges and understands that it will be charged for any Services used or ordered through its account.

3.4. The Company may use the Services only while it maintains a positive Account Balance or, where a Credit Limit has been established in accordance with Schedule A to the Agreement, until its negative Account Balance reaches that Credit Limit. Once the Account Balance is depleted or the Credit Limit is reached, Solidgate may, at its sole discretion (but without any obligation to do so), suspend the provision of the Services without further notice to the Company until the Account Balance is topped up.

3.5. Solidgate shall exert commercially reasonable effort to notify the Company whenever its Account Balance is close to zero or, if a Credit Limit is established, when the Credit Limit is about to be reached. The Company agrees that such notifications shall be for convenience only and no right or remedy available to Solidgate under this Agreement or otherwise shall be contingent on Solidgate providing such notification.

3.6. The Account Balance can only be used to pay for the Services. The Account Balance does not constitute a personal property right and has no value outside the Services. Additionally, the Account Balance is not a bank account or a payment account. The Account Balance is non-transferable, does not accrue interest, dividends, or any other earnings, does not constitute deposits, and is not insured by deposit insurance or any other governmental agency or any other guarantee fund, coverage or compensation mechanism. The Account Balance has no cash value and cannot be redeemed or exchanged for cash, in whole or in part. Solidgate may place a hold on the Company’s Account Balance if Solidgate reasonably suspects fraud, abuse, Chargebacks, or a breach of this Agreement, or to comply with law or a request from an Acquirer, Third-Party Services Provider or Regulatory Authority. 

3.7. The Fees paid and due and the then-current Account Balance shall be confirmed by an invoice (or an electronic invoice) issued by Solidgate on a monthly basis. Solidgate shall have the right, in its sole discretion, to issue the invoice to Company if the Fees due reach the applicable Credit Limit (or equivalent in any currency). This shall be without prejudice to Solidgate issuing a monthly 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.

3.8. Unless otherwise specified in the relevant invoice, the net 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.

3.9. The Company shall be responsible for providing to Solidgate complete and accurate billing and contact information and shall notify Solidgate of any changes to such information. 

3.10. The Company may add amounts to its Account Balance using Top Up Methods supported by Solidgate. Solidgate shall notify the supported Top Up Methods to the Company from time to time. Solidgate supports Top Up Methods at its own discretion and may disable any Top Up Method at any time. 

3.11. By submitting credit card details or connecting or using any other Top Up Method in its account, the Company (i) represents and warrants that the Company is duly authorised to use the Top Up Method; and (ii) authorises Solidgate and/or its payment service provider to charge the Top Up Method or otherwise process the payment of the Fees using such Top Up Method.  If the Company enables auto top-ups, the Company also authorises Solidgate to charge its Top Up Method by the amount and frequency chosen by the Company until that setting is disabled by the Company.

3.12. The Company is solely liable for problems arising from failed payment, including but not limited to payment processing errors, delays, or failures caused by third-party payment processors. If Solidgate and/or the payment service provider cannot charge the Company’s Top Up Method for any reason, the Company remains responsible for any uncollected amounts.

3.13. All bank fees, bank commissions, exchange rate losses or commissions on currency exchange, fees imposed by the card issuer or other Top Up Method provider or payment processor and all other costs and fees related to payments are at the expense of the Company. The Company undertakes to perform all necessary actions and pay all necessary accompanying fees and expenses so that Solidgate receives the full amounts due hereunder.

3.14. Any outstanding Fees and other amounts that are not paid within the timeframe specified in the relevant invoice (except to the extent they are disputed by the Company in accordance with this Agreement) 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: 

3.14.1. 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 +1,99% divided by 365, or, if lower, the highest rate permitted under Applicable Law, provided that Solidgate can, at its sole discretion, waive its right to claim the accrued interest or claim a lower interest;

3.14.2. 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;

3.14.3. 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 

3.14.4. 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.

3.15. 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.

3.16. The Company acknowledges and understands that all Fees paid and due and Account Balance will be calculated exclusively based on the numbers in Solidgate’s online system. If the Company has any valid reason for disputing any amount of an invoice or any charge to its Top Up Method, the Company shall notify Solidgate in writing within five (5) business days of receipt of the disputed invoice or charge. Within five (5) business days of receipt of the notification from the Company, Solidgate shall decide whether the invoice or charge amount is disputed reasonably. If Solidgate accepts the Company’s objections, the respective adjustments will be made to the Company’s Account Balance, and, where the Top Up Method was not already charged by Solidgate, the Company shall pay the adjusted sum within five (5) business days when the adjusted invoice has been sent. If Solidgate rejects the Company’s objections, the Company shall pay the Fees defined in the initial invoice. For the avoidance of doubt, where the Top Up Method was charged by Solidgate, the charge may not be reversed. Instead, the successfully disputed amount of the charge will be credited to the Company’s Account Balance. 

3.17. All payments made by Company to Solidgate are non-refundable, except for pre-paid Account Balance, which shall be refunded upon termination hereof at the request of the Company. Payment made by Company to Solidgate confirms the Company’s agreement with the Fees defined in the invoice.

3.18. 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. Where Fees are charged by Solidgate, the Company acknowledges and understands that Solidgate will charge its Top Up Method or deduct against its available Account Balances so as to cover any applicable Taxes. 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.

3.19. All Fees and other amounts payable to Solidgate hereunder shall be paid by the Company in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than deduction from a positive Account Balance).

3.20. 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: 

3.20.1. 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 

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

3.20.3. 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.

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

4.1. 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.

4.2. 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 use reasonable efforts to give the Company 5 days’ prior written notice of such suspension within Solidgate’s control.

4.3. 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:

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

4.3.2. changes in Applicable Law or Payment Method Rules;

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

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

5.1. The Company shall: 

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

5.3. 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 

5.4. 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.

5.5. It is prohibited for the Company to:

5.5.1. 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 Providers;

5.5.2. Use the Services to handle the Transactions on the websites and in IT environments that were not previously approved by Solidgate;

5.5.3. Use the Services to process alerts received not via the Technical Solution; 

5.5.4. 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 sensitive End-User data, where there is a suspected or confirmed damage, loss or theft of Transaction data or sensitive End-User data;

5.5.5. 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;

5.5.6. 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);

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

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

5.5.9. Interfere with billing, meter usage, or any Account Balance features, including attempts to circumvent charges or manipulate top-ups;

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

5.5.11. 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

5.5.12. Rent, lease, lend, sell, 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.

6.1. Except for the Fees and any special terms that may be 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.

6.2. 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 3 of the Agreement, if:

6.2.1. 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;

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

6.2.3. 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

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

6.3. 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.

7.1. 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.

7.2. 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:

7.2.1. 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;

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

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

7.2.4. 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

7.2.5. 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.

7.3. 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. 

7.4. 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.

8.1. 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.

8.2. 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. 

8.3. 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:

8.3.1. 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;

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

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

10.1. In this Agreement:  

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