This Agreement was entered into on the date stated on the first page of this Agreement, by and between
(A) WHEREAS, the Company wishes to engage Solid for the provision of gateway and related services as described herein;
(B) WHEREAS, Solid has agreed to supply the said services on the terms and conditions set out in this Agreement;
(C) WHEREAS, 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. General Provisions
1.1. The subject of the Agreement is to determine rules of cooperation between the Parties in the scope of the use of the Services by the Company.
1.2. The Standard Clauses, available at Solid Standard Clauses are the integral part of this Agreement and the Company by signing this Agreement acknowledges and accepts them.
1.3. Solid shall provide Services subject to Company’s integration with the Technical Solution.
1.4. In consideration of the Fees and subject to the Company’s conformity and compliance with the provisions of this Agreement, Solid shall provide the Company with the Services as agreed by the Parties on the terms and conditions set out in this Agreement.
2.1. The Company shall pay the Fees to Solid as per Schedule A to this Agreement.
2.2. Company shall pay Solid the Fees in amounts defined in the respective invoice. Solid shall have the right to invoice on monthly basis. If the amounts due exceed the amount of USD 10,000 or an equivalent, Solid shall have the right to invoice the said sum.
2.3. The Company grants its consent to obtain electronic invoices from Solid. The invoices will be sent to the Marchant's e-mail address indicated in this Agreement.
2.4. The Fees owed by the Company to Solid shall be paid by the Company to Solid’s bank account stipulated in the invoices.
2.5. When Solid renders an invoice to the Company, the amount due according to the invoice shall be paid within ten (10) calendar days of sending the invoice. All bank transfer and charges of settlements described in this section shall be borne by the Company.
2.6. If the Company has any valid reason for disputing any amount of an invoice, the Company shall notify Solid in writing within five (5) business days of receipt of the disputed invoice.
2.7. Within five (5) business days of receipt of the notification from the Company, Solid shall decide whether the invoice amount is disputed reasonably. If Solid accepts the Company’s objections, the respective adjustments will be made and the Company shall pay the adjusted sum within five (5) business days when the adjust invoice has been sent. If Solid rejects the Company’s objections, the Company shall pay the Fees defined in the initial invoice.
2.8. All payments made by Company to Solid are non-refundable. Payment made by Company to Solid confirms the Company’s agreement with the Fees defined in the invoice.
2.9. If the invoice remains unpaid after the term stated in clause 2.5, there will be a 10% late-payment fee in favour of Solid due the next day when the term stated in clause 2.5 passes.
2.10. All fees payable to Solid under this Agreement are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne by the Company. In case of value added tax or any other sales tax is or becomes chargeable (retroactively or going forward) in accordance with applicable laws, Solid shall add such amount to the Fees accordingly.
2.11. Any repayment of funds to the End User for the execution of the Transaction (as a result of the Chargeback or otherwise) is subject to the following terms:
3. Solid's Obligations
3.1. Solid shall:
3.1.1. Ensure rendering Services to the Company through the Technical Solution subject to conditions of this Agreement.
3.1.2. Provide the Company with all necessary information to enable effective integration of the Company's system with the Technical Solution.
4. Company's Obligations
4.1. The Company shall:
4.1.1. Comply with the terms and conditions of this Agreement.
4.1.2. Use the Services only to process notifications received via the Technical Solution.
4.1.3. Observe, maintain and comply with all applicable laws and rules, including without limitations, Card Scheme Rules, Data Protection Laws, as well as, with any and all policies, guidelines and reasonable instructions Solid may issue or make available from time to time.
4.1.4. Provide Solid by email, defined in this Agreement, with the following information:
4.1.5. Assist Solid in the due diligence process as shall be required, by providing the Company Information requested by Solid within five (5) days of receiving such Solid’s request. The Company agrees that Solid is entitled to transfer such information to its partners and/or contractors to the extent necessary for the performance of this Agreement.
4.1.6. Upon Solid's request, disclose such information and/or allow access and fully cooperate, at Company’s own expense, with any financial, security and/or procedural inspection, investigation and/or audit that may be conducted by or for Solid, Card Schemes, regulatory authorities/agencies and/or other relevant payment providers.
4.1.8. Meet all costs associated with its compliance with the law and other applicable provisions.
4.1.9. Grant Solid irrevocable consent to use Company's logo for marketing and commercial purposes for the duration of the Agreement.
5. Alterations and suspension
5.1. Solid shall have the right, upon a three (3) day written notice, to change the terms, conditions or specifications of the Services including with regards to the Fees, due to
5.2. If the Company does not agree to the said change, it has the right to terminate this Agreement as per clause 15 (Term and Termination) with ten (10) days’ notice. If the Company does not send the termination notice as per this clause, the new terms are considered accepted and valid from the next day after such expiration.
5.3. Without derogating from any other right available to Solid under this Agreement, applicable laws or otherwise, it is hereby agreed that Solid has the right, in its sole discretion, to suspend the Services in any jurisdiction at any time and for any period of time on the basis of risk management considerations or where required in compliance with any applicable laws or for any other reason.
5.4. In providing the Services, Solid is authorised to suspend the provision of Services as necessary to conduct maintenance, upgrade, repair and/or provide other necessary attention to Solid's equipment. Solid will have reasonable discretion to determine when to suspend the provision of Services for the Company and shall give the Company an advance notice when the Services will be suspended.
6. Data Protection
6.1. Solid attests that it will not process any personal data of End Users in course of the provision of the Services.
6.2. The categories of data which will be processed by Solid may include:
6.3. The Company agrees to receive commercial and marketing information from Solid.
7. Prohibited Actions
7.1. The Company is not authorised to:
7.1.1. Use the Services in a way that infringes applicable provisions of law, Card Scheme Rules, good practices or rights of third parties.
7.1.2. Conduct activity or use the Services in a way that may result in complaints, disputes, charges, penalties and other burdens to Solid or third parties.
7.1.3. Take actions or allow omissions that may expose Solid 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 Solid based on the information available).
7.1.4. Take any actions, as a result of which the Technical Solution or any part of Solid's infrastructure will be charged unreasonably or disproportionately.
7.1.5. Engage in misleading or deceptive conduct nor to use any services itself or permit others to use the services for any improper, immoral or unlawful purposes.
7.1.6. Use, disclose, sell or disseminate any Cardholder information obtained in connection with the Transactions (including the names, addresses and card account numbers of the Cardholders) except for purposes of authorising, completing and settling Transactions and resolving any Chargebacks, retrieval requests or similar issues, other than pursuant to a court or governmental agency request or order.
8.1. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorised representatives on the date(s) appearing under the signature of each party's representative, below
Annex 1 to the
Alert Services Agreement
* * *
to the Alert Services Agreement dated […] (the “Agreement”)
The Definitions and Interpretations used in this Schedule shall have the same meaning as in the Agreement.
The Parties agreed that the following Fees shall be applicable:
Notification Fee USD per notification: USD/EUR […]
This Schedule to the Agreement shall be the integral part of the Agreement with the Schedule’s provisions having precedence over the Agreement’s provisions.