Merchant Services Agreement
Last updated 22 Mar 2026
Version 2.0
The following terms apply to Agreements entered into on or after 22 March 2026, as well as any earlier agreements where the Parties agreed to the application of the updated terms (including in a Schedule).
RECITALS
(A) WHEREAS, Merchant wishes to engage Solidgate for the provision of Services as described herein;
(B) WHEREAS, Solidgate 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;
(D) WHEREAS, Merchant further acknowledges and agrees that it shall not engage in any illegal actions or activities in connection with the provision of the Services;
NOW, THEREFORE, in consideration of the above recitals, which recitals are expressly made an integral part of this Agreement, and in further consideration of the promises, covenants, conditions and mutual obligations hereinafter contained, the Parties agree and covenant as follows:
1. USE OF TERMS
1.1.1. In this Agreement:
| Authorisation | means the process of confirming that an End User has a valid account and, if applicable, that an End User has sufficient credit or funds to cover the Transaction. |
| Bank Account | means Merchant’s bank account provided to Solidgate to which the Merchant Payouts shall be transferred. |
| Blend Model | means the pricing model whereby Solidgate charges Merchant a single blended fee consisting of a Solidgate fee and the estimated Pass-Through Fees on each Transaction. |
| Capture | means the instruction to charge the account of the End User for the relevant Transaction amount. |
| CBC | means the Central Bank of Cyprus, a public institution which supervises the professionals and products of the Cyprus financial sector. The CBC is located at 80 Kennedy Avenue, Cy-1076 Nicosia, P.O. Box 25529, Cy-1395 Nicosia. |
| Electronic Money | means any monetary value stored on a Wallet, representing a claim on Solidgate, and issued in exchange for the amounts received by Solidgate from a Payment Method Owner, Issuer or Third-Party Services Provider for Transactions validly processed for Merchant, for the purpose of the Services. |
| Interchange++ | means a pricing model whereby Solidgate charges the Merchant both Pass-Through Fees and a specified Solidgate fee on each Transaction. Also referred to as “IC++”. |
| Merchant Payout | means the amount owed by Solidgate to the Merchant with respect to the Settlement received by Solidgate from the Payment Method Owners, Third-Party Services Providers and/or Issuers, as applicable, net of the amounts that are owed by the Merchant to Solidgate under the Agreement. |
| Minimum Payout | means the minimum amount of Merchant Payout that must be reached for Solidgate to transfer the Merchant Payout to the Bank Account. The Minimum Payout shall be specified in Schedule A. Where no Minimum Payout is specified in Schedule A, the default Minimum Payout shall apply, which shall be EUR 1,000 or the equivalent amount in the applicable currency. |
| Pass-Through Fees | means any fees and additional charges (including applicable taxes) imposed by third parties (such as Payment Method Owners, Issuers or Third-Party Services Providers) in connection with the Services and passed on to the Merchant through Solidgate, encompassing Issuer fees (e.g., interchange fees) and Payment Method Owner fees. |
| Payout Period | means the frequency with which Solidgate will transfer the Merchant Payout to the Merchant’s Bank Account according to this Agreement, except for the cases when a shorter payout period is defined by the Applicable Law. The Payout Period is set out in Schedule A. |
| Prohibited Products and Services List | means the list of Merchant products and services that are prohibited for use with the Services, as available at and amended from time to time in Solidgate’s sole discretion to ensure compliance with Applicable Law and Payment Method Rules, prevent high levels of Chargebacks, and/or to reduce exposure to potentially fraudulent or illegal Transactions. |
| Recurring Transaction | means a repetitive Transaction agreed in writing and in advance between the Merchant and the End User for which the Merchant debits the End User’s Payment Method or bank account, such as subscriptions or instalments. |
| Representment | means the procedure by which the Merchant disputes a Chargeback in accordance with the Payment Method Rules. “Represent” shall be construed accordingly. |
| Reversal | means the reversal of the settlement of funds for a Transaction. |
| Security Deposit | means the sum of funds withheld by Solidgate in accordance with this Agreement to guarantee the fulfilment of Merchant’s obligations, including to cover potential Refunds, Chargebacks, Fines, Losses, paid but not yet fully delivered Goods and other potential financial obligations of Merchant towards Solidgate, Regulatory Authorities, Payment Method Owners and/or Third-Party Services Providers. |
| Services | means services offered by Solidgate to Merchant under this Agreement, which may include, without limitation, any of the following: acquiring, acting as settlement agent for Payment Method Owners, collection of tax-related information, indirect tax automation services, anti-fraud and/or other related services. |
| Settlement | means the value of the Transactions approved and received by Solidgate from Payment Method Owners, Issuers and/or Third-Party Services Providers as applicable, in connection with Transactions validly processed for Merchant. |
| Standard Clauses | means Solidgate Standard Clauses available at (as updated from time to time) which are incorporated by reference in this Agreement and form an integral part hereof. |
| Transaction Data | means information on the Transaction and the Payment Method by means of which the Transaction was conducted, as well as information on the Account Holder’s identification results. |
| Wallet | means an Electronic Money account on which the units of Electronic Money are stored. |
1.2. Capitalised terms used but not defined in this clause will have the meaning given to them in the Standard Clauses.
1.3. The Preamble and the Schedules to this Agreement shall form an integral part thereof.
2. GENERAL PROVISIONS
2.1. The subject of the Agreement is to determine the rules of cooperation between the Parties in the scope of the use of the Services by the Merchant.
2.2. By signing this Agreement, Merchant gives Solidgate and/or Third-Party Services Providers (if any are involved) its consent to execute payment Transactions and to receive Settlements on Merchant’s behalf. Merchant may withdraw such consent by terminating this Agreement following the procedure set forth by this Agreement.
2.3. As part of the Services, Solidgate will provide Merchant, among others, with the services of processing, routing, value dating and paying out Merchant’s Transactions to enable Merchant to acquire Transactions undertaken at the Website(s) previously approved by Solidgate.
3. PAYOUT AND DEDUCTIONS
3.1. Solidgate provides the Services to the Merchant based on the issuance of Electronic Money remitted to the Merchant’s Wallet. This means that the Settlements, net of the Fees and any applicable deductions as per the Agreement (the Merchant Payout), are converted into units of Electronic Money at par value and credited to the Merchant’s Wallet within one (1) Business Day from receipt of the Settlement. The Merchant acknowledges and agrees that the Electronic Money balance stored on its Wallet will be used for the purposes of paying out such Electronic Money balance to the Bank Account in accordance with the Payout Period and other terms of this Agreement.
3.2. Any Settlements held by Solidgate on behalf of the Merchant shall be maintained in a safeguarded account with a credit institution (the “Safeguarding Account”), which is opened, operated, and monitored by Solidgate in compliance with the requirements of the Applicable Law. Solidgate shall not commingle its own funds with the funds in the Safeguarding Account, but may hold monies belonging to other merchants in it.
3.3. Solidgate undertakes to transfer the Merchant Payout from the Wallet to the Bank Account in accordance with the Payout Period and other limits or thresholds (including the Minimum Payout) set out in Schedule A, or at the end of any deferred settlement period. Any amounts below the Minimum Payout may be held until the Minimum Payout amount is reached.
3.4. If any payout date is not a Business Day, the Merchant Payout shall be made on the next Business Day.
3.5. The Merchant shall be responsible and liable for its bank charges or any third-party bank charges levied in connection with the receipt of Merchant Payout.
3.6. Solidgate is only obliged to remit the funds related to the Transactions for which it has received Settlement(s) from the relevant Payment Method Owners, Issuers and/or Third-Party Services Providers as applicable. Merchant acknowledges and agrees that Solidgate will not compensate Merchant for any late performance, non-performance, or insolvency of an Issuer, Third-Party Services Provider or Payment Method Owner which results in Solidgate and/or Merchant receiving late Settlement or not receiving Settlement. Payment Method Owners may impose additional conditions on settlements. It is the Merchant’s responsibility to evaluate if the conditions of the Merchant Payout, including the Payout Period, are acceptable to the Merchant before entering into this Agreement and/or connecting any Payment Method.
3.7. Any overpaid and/or unduly received funds (e.g. related to the Transactions for which Solidgate has not received the Settlements) shall be, upon Solidgate’s written notice to Merchant of such overpayment, at Solidgate’s option: (i) deducted from the funds related to the subsequent Transactions before the next payout(s) or from the Security Deposit, and/or (ii) refunded immediately by the Merchant. Notwithstanding any other term of this Agreement, Solidgate will not be held liable for the non-rectification of a Transaction if Merchant has failed to notify Solidgate of such an incorrectly executed Transaction without undue delay on becoming aware of such incorrectly executed Transaction, or in any event within 13 months after the debit date.
3.8. The Merchant shall provide Solidgate with the Bank Account to which the Merchant Payouts shall be transferred. Solidgate shall not be responsible if the wrong bank account number was specified.
3.9. Any change of Bank Account must be immediately notified to Solidgate, in writing, by an authorised person of the Merchant. In case urgent changes to the Bank Account are required, the Merchant shall request by any available means of communication to temporarily suspend payments until the new Bank Account is activated, to avoid payments being made to the wrong Bank Account. If Solidgate has doubts about the request to change the Bank Account, then Solidgate shall have the right to suspend the payments and inform the Merchant, unless it is prohibited to do so, until Solidgate receives confirmation that the change request was indeed submitted by a duly authorised person.
3.10. Merchant authorises Solidgate, or its Affiliates, without any additional approval or authorisation, to deduct the amounts, related to processing of the complaints related to the Chargebacks, Refunds, Fines, penalties imposed by any Third-Party Services Provider, Payment Method Owner and/or Regulatory Authority, any Losses due to the Merchant’s or its Affiliate’s failure to comply with this Agreement or any agreement in place with Solidgate or any of its Affiliates, or any other outstanding sums from the Settlements before crediting them to Merchant’s Wallet. If such Settlements are insufficient to reimburse Solidgate or its Affiliates for the above-mentioned amounts, Solidgate shall be entitled to debit the Wallet, the Security Deposit and/or the Bank Account for the outstanding amounts.
3.11. Payment Methods may be priced under the Blend or IC++ Model or otherwise as specified in Schedule A. When the Blend Model is applicable to the Merchant, any charges and/or fees from the relevant Payment Method Owners, Issuers or Third-Party Services Providers (as applicable) are collected on behalf of such third parties by Solidgate.
3.12. Where the pricing Model applicable to the Merchant is IC++, the Merchant acknowledges that the Pass-Through Fees will be borne by the Merchant, including any increase or decrease thereof. The Pass-Through Fees might be reflected as a separate line item in the Merchant’s invoice. Solidgate’s fees are applied on top of such Pass-Through Fees. The current Payment Method interchange pricing level shall be set and, where applicable, published by the Payment Method Owners.
3.13. Pass-Through Fees are collected on behalf of Payment Method Owners, and are payable by the Merchant. Regardless of the model applied, Merchant is responsible for all Pass-Through Fees relating to the Services and features it uses. The Discount fee is agreed between Solidgate and Merchant in Schedule A as the compensation for Solidgate’s risks and efforts related to Transactions for the Merchant on top of such Pass-Through Fees. Merchant acknowledges that the Pass-Through Fees are set by the Payment Method Owners (and not by Solidgate).
3.14. If Merchant wishes to challenge the received Chargeback or Fine, then all expenses arising due to consideration of the dispute, including Payment Method Owners’ commission fees for processing the Chargebacks, for processing the challenged Chargebacks, and possible arbitration costs, shall be paid by Merchant. The decision of a Payment Method Owner will be final and binding.
3.15. If it is impossible to debit the amounts of Merchant’s liabilities under this Agreement from the Wallet, Security Deposit and/or Bank Account, Merchant undertakes to pay the invoice for the required amounts within five (5) Business Days after receipt of the respective invoice.
3.16. In case of violation of the Payment Method Rules, Solidgate is entitled to charge the Merchant for all Fines and other penalties levied by Payment Method Owners and/or Third-Party Services Provider connected with such violation and other Losses connected with the Merchant’s violation.
3.17. All Chargebacks, Fines and related Losses and expenses shall become debts immediately due and payable by the Merchant to Solidgate. The Merchant will remain liable to Solidgate for any Chargeback, Fine and any other Losses that may arise after the termination of this Agreement or the permanent cessation of the provision of the Services.
3.18. Solidgate reserves the right to withhold and/or defer Merchant Payouts if:
3.18.1. they are reasonably suspected to relate to Transactions that may be fraudulent;
3.18.2. they are reasonably suspected to be related to activities in breach of Applicable Law or the Payment Method Rules;
3.18.3. they are likely to become subject to a Fine, Chargeback, or Refund, or likely to become subject to investigation by a Regulatory Authority or Payment Method Owner;
3.18.4. they are needed to cover any Loss;
3.18.5. Solidgate reasonably determines that the Merchant is insolvent or likely to become insolvent; or
3.18.6. for objectively justified reasons related to the security of such Transactions on the basis of risk management considerations, or where required to comply with the Applicable Law.
3.19. In such a case, the Merchant Payout shall be deferred until satisfactory completion of the investigation, conducted by Solidgate, Payment Method Owners, Regulatory Authorities, or a third party nominated by any of them. Merchant will give its full cooperation to any such investigation. No interest will be due on any deferred or withheld Merchant Payout.
3.20. Refunds may be submitted by the Merchant through the Customer Portal, or through other channels made available by Solidgate for such purpose. It is the Merchant’s responsibility to configure and monitor Refund permissions for its employees and other Authorised Users, bearing in mind the risk associated with the permissions to execute Refunds.
3.21. A Refund Fee as specified in Schedule A shall be payable for each Refund.
3.22. All Refunds must be made to the Payment Method used for the original Transaction unless otherwise required by Applicable Law or the Payment Method Rules.
3.23. Solidgate may refuse to process Refunds or suspend the Merchant’s ability to make Refunds, meaning the relevant sum will not be returned by Solidgate to the relevant Account Holder, if:
3.23.1. the relevant sum of funds for the Refund cannot be subtracted from the next Merchant Payout;
3.23.2. such Refund is not permitted by Applicable Law or does not comply with the Payment Method Rules or this Agreement;
3.23.3. the Merchant is in breach of this Agreement;
3.23.4. the Merchant is subject to a fraud investigation or any excessive Chargeback programme; or
3.23.5. Solidgate considers that allowing Refunds might otherwise result in Solidgate suffering Losses.
3.24. The Merchant acknowledges and agrees that, notwithstanding any Refund, the original Transaction may still be subject to Chargeback by the End User or Issuer, which may cause the Merchant to provide a Refund for the same Transaction twice.
4. COMPLIANCE
4.1. Merchant shall:
4.1.1. Observe and comply with Applicable Law, including all the applicable Payment Method Rules, this Agreement, the Prohibited Products and Services List, any and all policies, guidelines, related trainings received and acknowledged by Merchant and reasonable instructions Solidgate may issue or make available from time to time with respect to privacy, security, compliance, risk, Chargebacks, Website monitoring, and other matters. Merchant acknowledges that certain countries have distant selling laws and regulations with which it is Merchant’s sole responsibility to become familiar and fully compliant.
4.1.2. Assist Solidgate in the verification and due diligence process as shall be required, by providing the Merchant Information requested by Solidgate when entering into the Agreement and thereafter within five (5) Business Days of receiving Solidgate’s request, unless a different period is reasonably provided. Merchant warrants unconditionally that all the information it provides to Solidgate is correct and up to date. Merchant undertakes to provide Solidgate with at least five (5) Business Days’ prior written notice of any material change of the provided information, in particular changes regarding its legal form, address, bank data, significant changes in the terms and conditions of delivery of goods or provision of services, unless a different period is reasonably required.
4.1.3. Assist Solidgate in further checks on the Merchant’s identity, creditworthiness and background. Merchant hereby authorises Solidgate to contact and consult relevant registries and governmental authorities or any other relevant sources, to submit Merchant Information, or any other relevant information received from Merchant, to the relevant Payment Method Owner to obtain permission for providing access to their Payment Method for Merchant, assess the risks related to Merchant, or for any ongoing monitoring-related purpose.
4.1.4. Upon Solidgate’s reasonable request, disclose such information and/or allow access and fully cooperate, at Merchant’s own expense, with any financial, security and/or procedural inspection, investigation and/or audit that may be conducted by or for Solidgate, Payment Method Owners, Third-Party Services Providers, Regulatory Authorities, and/or other relevant payment providers, in each case necessary for the purposes of the performance of this Agreement.
4.1.5. Meet all costs associated with its compliance with the Applicable Law and other applicable provisions relevant to the performance of this Agreement.
4.1.6. Be liable and responsible for the actions of its officers, directors, employees, agents, contractors, designees, ultimate beneficial owners or shareholders, Affiliates, and any other party acting on its behalf.
4.1.7. Unless otherwise prescribed by the Applicable Law, to keep copies of all electronic and other records relating to each Transaction and the order and delivery of Goods for each Transaction. This must include any shipping details, delivery invoices, all contact of the Merchant with the End User, and Refund confirmation records in electronic or printed format. Merchant must keep these records for the longer of (i) a period of two (2) years from the date of Transaction; (ii) the applicable warranty period of the delivered Goods; or (iii) the relevant period required under Applicable Law and Payment Method Rules, except for those records where earlier deletion is mandatory by law.
4.1.8. Comply with all and any additional requirements specified in Schedule C ‘High Risk Merchant’, available at the link https://solidgate.com/agreements/high-risk-merchant/, if applicable.
4.2. It is prohibited for a merchant to:
4.2.1. Use the Services to handle the Transactions on the Website(s) that were not previously approved by Solidgate.
4.2.2. Use the Services in a way that infringes the Applicable Law, good practices or rights of third parties; in particular, the Services are not to be used to sell goods or services, the sale of which is prohibited by the Applicable Law, or is prohibited by Solidgate’s policy, including the Prohibited Products and Services List, or the Payment Method Rules. Some Payment Methods may apply additional restrictions in respect of permitted products and services, as set out in the applicable Payment Method Rules, which Merchant must, at all times, ensure compliance with. If allowed under Applicable Law, Merchant must inform Solidgate immediately of any pending investigation, penalty, enforcement, warrant, or other claim by a Regulatory Authority alleging the possible illegality of the Merchant Goods.
4.2.3. Conduct activity or use the Services in a way that may result in charges, penalties, reputational damage to, or harm or loss to the goodwill of, Solidgate, the Payment Method Owners, or Third-Party Services Providers.
4.2.4. Perform actions which are in violation of Payment Method Rules.
4.2.5. Take actions or omissions that may expose Solidgate to credit risk, risk of fraud, reputational damage, breach of duties related to anti-money laundering and countering of terrorist financing or other statutory obligations or a sudden increase of risk (assessed under the procedures adopted by Solidgate or by Payment Method Owners based on the information available) or breach of Payment Method Rules.
4.2.6. Engage in misleading or deceptive conduct or use any Services itself or permit others to use the Services for any improper, immoral or unlawful purposes.
4.2.7. Assign, sub-contract or deal in any way with all or any part of the benefit of, or its rights or obligations under this Agreement without Solidgate’s prior written consent.
4.2.8. Be noncompliant with the relevant PCI DSS requirements with respect to Merchant’s handling of Account Holder data and Merchant’s use of the relevant Technical Solution at all times. Where Merchant itself directly or indirectly receives, processes or stores PCI DSS protected data, it is solely responsible to first obtain, and upon request of Solidgate, provide a copy of adequate PCI DSS certification. In case the Merchant no longer complies with PCI DSS requirements and/or the certifications provided to Solidgate, it will notify Solidgate without undue delay. Merchant assumes full responsibility in the event of total or partial noncompliance with the PCI DSS requirements.
4.2.9. Process Transactions or receive payments on behalf of any other party, use the Services to process payments for goods or services that Merchant is not providing as principal to the End User, facilitate the payment for products or services sold by third parties, resell the Services to third parties, or (unless required by law) re-direct payments to any other party, unless Solidgate’s prior written consent is obtained.
4.2.10. Display with unequal size or prominence, show preference for, or discriminate against one Payment Method or type over another, including the Merchant’s refund policies for purchases. Merchant shall present all Payment Methods it accepts to their customers, in particular on their payment page.
4.2.11. Fail to approve with Solidgate any substantially new Goods and/or any substantial changes to the Goods or Websites that were previously approved by Solidgate for the use of the Services (including, without limitation, where such changes impact the Merchant’s MCC or involve switching to business models with increased risks of Chargebacks and/or fraud).
4.2.12. Use the Services or submit Transactions to Solidgate that prepay for Goods which are to be delivered more than six (6) months after the date of the Transaction, unless the parties otherwise agree in writing.
4.2.13. Honour delivery address changes for any Transaction after requesting Authorisation. Should the Merchant change the delivery address after Authorisation, it acknowledges and fully accepts the additional risks involved, including the burden of proof in cases where the End User disputes a Transaction based on non-delivery.
4.2.14. Submit Transactions that were previously disputed and subsequently returned, that are illegal or that the Merchant knows or suspects are illegal either in the End User’s or Merchant’s jurisdiction or in accordance with the Applicable Law, that are either invalid, fraudulent or not authorised by the End User, that imply Merchant’s obligation to give cash to End Users (unless expressly agreed with Solidgate in writing), or that might be the act of transaction laundering.
4.2.15. Add any tax to transactions, unless Applicable Law allows a Merchant to impose a tax. Any tax amount, if allowed, must be included in the transaction amount and not collected separately.
4.2.16. Perform, or allow to be performed, any actions detrimental to the security or performance of the Services.
4.3. Merchant is solely responsible for ensuring that its Goods sold are compliant with the Payment Method Rules, Solidgate’s policies, and any Applicable Law.
4.4. Merchant agrees to provide Solidgate and Third-Party Services Providers with information regarding Merchant's Transactions made within the Payment Methods handled by Solidgate during the term of this Agreement, including the information which makes up a Transaction message and which is necessary to perform fraud checks and/or comply with Applicable Law. Solidgate may revise the required data needed to process Transactions from time to time by providing notice to the Merchant, including via the Customer Portal. Failure to submit any required data with a Transaction may prevent the Transaction from being processed. If Merchant continues to fail to provide the required data, despite request(s) from Solidgate to do so, Solidgate may terminate the Agreement in its sole discretion.
4.5. Merchant acknowledges that enabling each Payment Method and processing of Transactions using that Payment Method is subject to each Card or other Payment Method being accepted by the relevant Payment Method Owner and acceptance of Merchant by the relevant Payment Method Owner or Third-Party Services Provider, which acceptance such Payment Method Owner or Third-Party Services Provider may withhold or withdraw in its discretion at any time. Some Payment Method Owners or Third-Party Services Providers may require the Merchant to enter into a direct agreement with them. Merchant hereby authorises Solidgate to submit Merchant Information received from the Merchant to the relevant Payment Method Owners and/or Third-Party Services Providers to obtain permission for providing access to their Payment Methods and/or Services for Merchant.
4.6. Merchant agrees that by enabling a Payment Method, Merchant is directly accepting the Payment Method Rules issued by that Payment Method Owner as a condition for using the Payment Method. Payment Method Rules may be enforced against the Merchant through Solidgate or directly by Payment Method Owners themselves. Merchant acknowledges its responsibility to take notice of and agrees to comply with the Payment Method Rules. Solidgate has no influence or control over Payment Method Rules or merchant acceptance policies, which may change at the discretion of Payment Method Owners or Third-Party Services Providers.
4.7. Where Merchant finds the Payment Method Rules to be unacceptable, including the possibility of Fines pursuant to the same, Merchant shall stop using the relevant Payment Method; provided, however, that Merchant acknowledges and agrees that the Payment Method Rules remain applicable to previously processed Transactions.
4.8. Merchant acknowledges that Solidgate, Payment Method Owners and/or Third-Party Services Providers may impose certain Chargeback, fraud or other limits (ratios) as updated from time to time (collectively, the "Limits"). All Transactions are subject to the Limits, thresholds, restrictions and/or limitations as imposed by Solidgate, Third-Party Services Providers and/or Payment Method Owners. Merchant shall not exceed the Limits. If Merchant exceeds any Limit, Solidgate is entitled, in its sole discretion, to take corrective actions, including, without limitation, to suspend the Services.
4.9. Merchant shall maintain the following information on its Websites:
4.9.1. privacy policy (End Users’ personal data protection policy), including information on the transfer of personal data of End Users to a payment service provider in connection with the Transaction;
4.9.2. information on settlement currency, delivery policy, any fees, including those for delivery, packaging, and taxes;
4.9.3. complete description of the Goods offered on the Website, and the applicable terms and conditions, including clear disclosure of the terms and conditions of the free trial promotion (if offered by Merchant);
4.9.4. complete description of the refund, return and cancellation policies (if Merchant has a limited refund policy, it must be clearly communicated to End User prior to the purchase), such disclosure may be a link to a separate page;
4.9.5. if the Merchant restricts the return of goods or cancellation services, "click to accept" button, or other acknowledgement, evidencing that End User has accepted the return/refund policy;
4.9.6. Merchant’s (including customer service) contact information, including business address, email address or telephone number;
4.9.7. all the official logos of all the Payment Methods accepted by the Merchant for payment transactions; and
4.9.8. any other information required by Applicable Law, in particular regarding provision of services by electronic means, distance sale and consumer law, export restrictions or any other legal restrictions, and/or Schedule C ‘High Risk Merchant’, available at the link https://solidgate.com/agreements/high-risk-merchant/, if applicable.
4.10. After ordering by End User and successful authorisation of the Transaction, the Merchant should inform End User about it in written or electronic form in accordance with the information received from Solidgate.
4.11. Where required by the Payment Method Rules or Applicable Law, Merchant must obtain Authorisation relating to the Payment Method being used by an End User for the Transaction. Failure to obtain Authorisation may result in the Transaction not being accepted or the imposition of restrictions or penalties by a Regulatory Authority or Payment Method Owner. Solidgate may make Authorisation mandatory or add other restrictions if a Transaction is suspected to be fraudulent or if required by Applicable Law, the Payment Method Rules or a Payment Method Owner. Where an authorisation is hard declined, the Merchant must not resubmit the Transaction for authorisation.
4.12. Some Payment Methods allow for Authorisation without immediate Capture. For such Payment Methods, a ‘hold’ can be placed as part of the Authorisation to prevent the funds from being spent by an End User on other Transactions. Prior Authorisation provides the Merchant with additional assurance, but does not guarantee Capture and Settlement at a later time. Payment on such a Transaction may still be blocked, or, where a Chargeback is possible under the relevant Payment Method Rules, subject to a Chargeback by the End User. Except where the Merchant acquires the Services through the integration of a Technical Solution, the Merchant shall be solely responsible for Capture. The Merchant understands that Authorisations have a limited period in which they can be Captured, and that Capture periods are set by the Issuer or the relevant Payment Method Owner. It is the Merchant's responsibility to check the applicable Capture Period to ensure the Merchant timely Captures the Authorisation. Otherwise, Merchant understands that the relevant Capture and/or Settlement may not be successful.
4.13. For each Recurring Transaction Merchant shall:
4.13.1. obtain a prior express consent from End User (including specifically Account Holder), at the point of checkout or sale. Merchant must provide End User with the following information when obtaining consent: (i) Merchant name; (ii) description of goods or services; (iii) the length of any trial period, introductory offer, or promotional period (if applicable) and Recurring Transaction’s period; (iv) the Transaction amount and currency, the amount of the Recurring Transaction; (v) the Payment Method that will be used to make payment (for Cards – last four digits only); (vi) clear cancellation and refund policies; and (vii) an agreed method of communication for future correspondence;
4.13.2. provide a simple cancellation procedure, and, if the Account Holder’s order was initially accepted online, at least an online cancellation procedure;
4.13.3. not debit or attempt to debit the End User’s Payment Method after being notified of cancellation;
4.13.4. provide End User with a confirmation that a Recurring Transaction agreement has been entered;
4.13.5. retain the Recurring Transaction consent for the duration of the Recurring Transactions, and for a period of eighteen (18) months after the final payment that is made pursuant to it; produce the consent to Solidgate on first demand;
4.13.6. abide by any other Payment Method Owners’ requirements to Recurring Transactions, that are generally summarised in Schedule C ‘High Risk Merchant’, available at the link https://solidgate.com/agreements/high-risk-merchant/, and in the relevant Payment Method Rules; and
4.13.7. ensure that all Recurring Transactions otherwise comply with the Applicable Law.
5. RISK MANAGEMENT
5.1. Without derogating from any other right available to Solidgate under this Agreement, Applicable Laws or otherwise, it is hereby agreed that Solidgate is entitled, in its sole discretion, to suspend the Services and/or hold Merchant Payout on the basis of risk management considerations or where required in compliance with any Applicable Law or by Third-Party Services Provider, Payment Method Owner or by the CBC or other Regulatory Authority to perform other required actions, or for any other reason, to the extent and for so long as reasonably needed to protect against the risk of liability or as required to mitigate any regulatory risk in relation to Merchant’s activity or Transactions. Solidgate may, upon providing at least two months’ prior notice, impose additional measures to manage fraud and credit risk and suspend all or part of the Services whilst the Merchant implements such additional measures.
5.2. Solidgate is entitled to reasonably delay transfer of any Merchant Payout or processing of any Transaction where there is a suspicion of the illegality of the Transaction or relating to the Merchant’s activity, or otherwise in accordance with the Payment Method Rules or as requested by a Third-Party Services Provider.
5.3. Merchant shall confirm to Solidgate immediately, but not later than within ten (10) Business Days, whether Merchant intends to accept a Chargeback or to Represent it (where allowed under the applicable Payment Method Rules) by submitting the requested documents to Solidgate. Unless otherwise expressly agreed with Merchant, Solidgate shall have the right in its sole discretion to refuse to Represent a Chargeback or to Represent a Chargeback even if Merchant did not request such Representment.
5.4. Solidgate is entitled to withhold the Transaction amounts if the Merchant has not provided documents/information confirming the Transaction, Refund, or Chargeback within ten (10) Business Days from receipt of Solidgate’s request to do so.
5.5. Without limiting any other rights under this clause, Solidgate may initiate a Reversal if (i) Solidgate reasonably determines that Solidgate may incur losses resulting from credit risk, fraud, criminal activity or other risks associated with Merchant after this Agreement terminates; or (ii) this is required by Applicable Law or any Regulatory Authority.
5.6. Solidgate is entitled to suspend, with immediate effect, the acceptance of Cards and/or other Payment Methods, the processing of Transactions, Refunds and transfers of Merchant Payout until all the circumstances are clarified if:
5.6.1. Merchant breaches the Agreement, and/or Applicable Laws, and/or Solidgate’s policies, including the Prohibited Products and Services List;
5.6.2. requested by Third-Party Services Provider or Payment Method Owner;
5.6.3. the Payment Method Rules are subsequently amended in such a way as, in Solidgate’s reasonable opinion, to make the continued provision of Services under this Agreement impracticable or economically unviable;
5.6.4. the number of Chargebacks and/or fraudulent Transactions in one calendar month exceeds the thresholds of Payment Method Owners, Solidgate, and/or Third-Party Services Providers.
5.7. If Solidgate suspects or detects a fraud or a threat to the security of the Services and/or the Wallet, Solidgate will notify Merchant without undue delay using the contact information specified in this Agreement.
6. FEES
6.1. Merchant shall be responsible for payment of the fees and commissions ("Fees") detailed in Schedule A.
6.2. Solidgate shall be entitled:
6.2.1. to deduct all amounts (Fees) that are due by the Merchant from the Settlement and/or the Security Deposit;
6.2.2. to invoice Merchant for the remainder of any sums due to Solidgate if the Settlement is not sufficient to satisfy all the Fees and other liabilities of the Merchant due to Solidgate under this Agreement;
6.3. When Solidgate renders an invoice to Merchant, the amount due according to the invoice shall be paid within ten (10) calendar days of receiving the invoice. Merchant grants its consent to obtain electronic invoices from Solidgate. The invoices will be sent to the Merchant's e-mail address indicated in the Merchant Information. All bank transfers and charges of payouts shall be borne by the Merchant.
6.4. 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 Merchant to Solidgate, in addition to all other remedies that may be available under this Agreement or otherwise:
6.4.1. 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.
6.4.2. Solidgate will be entitled to debit the Merchant's Bank account by direct debit at any time for repayment of any Overdue Amounts and any interest thereon to Solidgate, and the Merchant hereby irrevocably authorises its financial institution to accept such instructions.
6.4.3. Solidgate also will be entitled at any time and without further notice or liability to the Merchant (i) to suspend providing Services or transferring Merchant Payouts; and (ii) to inform Payment Method Owners, Third-Party Services Providers or any other third party providers about any Overdue Amounts owed by Merchant to Solidgate, to instruct any such third party providers to suspend or terminate the provision of their services to the Merchant, or otherwise disrupt the provision of third party providers’ services to the Merchant.
6.4.4. Solidgate may take any other lawful collection measures in court or otherwise to collect any Overdue Amounts, such as instructing a debt collection agency to contact the Merchant; issuing legal proceedings for enforcement purposes; informing fraud prevention agencies and selling, transferring or assigning the Overdue Amount to a third party; and
6.4.5. Merchant 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.
6.5. Solidgate or its Affiliate may, at any time, with reasonable prior written notice to Merchant, deduct, recoup or set-off any liability of Merchant or its Affiliate to Solidgate or its Affiliate from any funds, sums or other liabilities owed by Solidgate and/or its Affiliate to Merchant 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.
6.6. All fees payable to Solidgate under this Agreement are exclusive of Taxes which may be imposed in connection with any and all payments made or due hereunder. All Taxes shall, if applicable, be borne by Merchant. In case any Tax is or becomes chargeable (retroactively or going forward) in accordance with the Applicable Law, Solidgate shall add such amount to the Fees accordingly.
6.7. Merchant shall remain at all times fully and solely responsible for all Taxes, fees and other costs incidental to and arising from any sale of goods or services by Merchant. It is the Merchant’s responsibility to determine which, if any, Taxes apply to the payments received, and to report and remit the correct Taxes to the appropriate tax authority. Solidgate shall not be obligated to determine whether Taxes apply, and is not responsible for collecting, reporting, or remitting any Taxes arising from any Transaction. If Solidgate makes payment for such Taxes or if a tax authority requires Solidgate to pay any Taxes relating to the Merchant and/or the goods and services sold by the Merchant, the Merchant will indemnify and reimburse Solidgate for such payment.
6.8. Solidgate shall have the right, in its sole discretion, to increase the Fees for any reason at any time upon two (2) months’ written notice to Merchant. In this case, Merchant is entitled to terminate the Agreement with Solidgate by providing a written notice during the two (2) months’ notice period. Merchant is deemed to have accepted such changes if Merchant does not notify Solidgate before the proposed date of their entry into force that they are not accepted. In the event that Merchant rejects such changes, Solidgate is entitled to terminate the Agreement with effect at any time until the date when the changes would have applied unless it is unreasonable to do so. This will not affect Solidgate’s right, upon ten business days’ written notice, to increase the Fees due to (i) any change by the Payment Method Owners, Third-Party Services Providers or any third-party service providers; (ii) changes in the Services which are made at Merchant's request.
6.9. Solidgate shall have the right to change the Fees to adjust for inflation, with a maximum of the previous year’s published inflation rate by the CBC. Said Fees change:
6.9.1. will be announced at least two (2) months in advance;
6.9.2. is applicable only once annually;
6.10. For the Fees change under clause 6.9, the termination right referred to in clause 6.8 of this Agreement does not apply.
6.11. Any fees or amounts paid by Merchant, whether directly or by way of set-off, deduction or otherwise, to third-party service providers shall not affect or derogate from the Merchant's obligation to pay all the Fees due to Solidgate hereunder.
6.12. Any repayment of funds to End User for the execution of the Transaction (as a result of the Chargeback, Refund or otherwise) is subject to the following terms:
6.12.1. Merchant is solely responsible for repayment of funds, on the terms indicated in this Agreement or in the agreements with other service providers (if any);
6.12.2. a non-refundable Chargeback or Refund Fee (as applicable) will be charged to the Merchant as set out in Schedule A; and
6.12.3. the Fees charged by Solidgate in relation to the execution of such Transaction is not to be returned to the Merchant.
7. SECURITY DEPOSIT
7.1. Merchant shall provide the Security Deposit according to the provisions of the Agreement and in the amount set in the Agreement and/or Schedules thereto and/or as reasonably defined by Solidgate from time to time.
7.2. Merchant agrees that, in case a Security Deposit is required, a certain percentage of the daily gross sales volume or a fixed amount may be withheld from Settlements and held by Solidgate for a certain period of time to cover any unpaid or potential payment obligations of Merchant under this Agreement or to protect Solidgate against the risk associated with our business relationship.
7.3. Amounts subject to the Security Deposit are not immediately available for payout to the Merchant or for making Refunds. To secure Merchant’s performance of this Agreement, Merchant grants to Solidgate a legal claim to any Merchant Payout amounts held in the Security Deposit.
7.4. Merchant shall not be entitled to dispose of the Security Deposit in any way.
7.5. The Security Deposit is a separate element of the Wallet, which serves the reserve functionality. Merchant agrees that it is not entitled to any interest on the funds credited in the Security Deposit, that it has no right to direct that account, and that it cannot and will not assign or grant any security interest in those funds or that account, or allow any encumbrance upon the funds contained on that account other than in favour of Solidgate.
7.6. Solidgate shall release and return the Security Deposit to Merchant via a transfer to the Bank Account within one hundred eighty (180) days after the termination of this Agreement, provided that Solidgate is satisfied that all Merchant’s liabilities owed to Solidgate have expired or have been fulfilled. The Merchant, however, will remain liable to Solidgate and shall promptly reimburse Solidgate for all Losses and other liabilities occurring after the release of the Security Deposit and/or that have not been fully covered by the Security Deposit. Where the Merchant is insolvent, the Security Deposit will only be made available for the insolvency process after Solidgate is satisfied that all of the Merchant’s liabilities to Solidgate have expired or been fulfilled.
7.7. Solidgate may change the amount, rate, rolling period, retention period, or other terms of the Security Deposit at any time by providing Merchant with notice of the new terms based on Refund ratios, fraud ratios, Chargeback ratios and/or other risk considerations.
7.8. Promptly upon Solidgate’s request, Merchant will, from time to time, provide Solidgate with all reasonably necessary information regarding Merchant’s financial stability, its then-current ability to provide the Goods to End Users, and any other information Solidgate deems reasonably necessary to conduct its risk exposure analysis and/or calculate the required Security Deposit.
7.9. Solidgate may, unilaterally and without prior notification, use the Security Deposit to:
7.9.1. return Transaction amounts to the Account Holder for justified Chargebacks, Refunds and Reversals;
7.9.2. pay all costs, charges and/or expenses imposed on Solidgate by any Payment Method Owner and/or Third-Party Services Provider in relation to Merchant business activities; or
7.9.3. pay any other amounts owed by Merchant, including any overpaid and/or unduly received funds;
7.10. If following the use of the Security Deposit in accordance with clause 7.9 or its adjustment in accordance with clause 7.7 its balance is below the required amount set in this Agreement and/or Schedules thereto, Solidgate will withhold the Merchant Payout to replenish the Security Deposit or request Merchant to make a payment to Solidgate for the amount required to replenish the Security Deposit until the initial balance is reached.
8. PERSONAL DATA PROTECTION
8.1. Personal data processing in connection with this Agreement shall be governed by Schedule B “Data Processing Agreement”, available at the link https://solidgate.com/agreements/msa-dpa/, which forms an integral part of the Agreement.
9. UNDERTAKINGS
9.1. Solidgate will use commercially reasonable efforts to achieve a quarterly-average minimum uptime of 99.9% of its Services, as measured by its ability to receive transaction messages. Such uptime calculation excludes any downtime caused by: (i) acts or omissions of Merchant, Issuers, Third-Party Services Providers or Payment Method Owners; (ii) changes implemented by Solidgate on Merchant’s specific request; (iii) general internet failures; (iv) failures of individual Payment Methods; or (v) a Force Majeure Event. Merchant will immediately notify Solidgate of any Services’ downtime that Merchant experiences and provide all reasonably requested cooperation in investigating and resolving any such downtime.
9.2. Each Party warrants to the other that:
9.2.1. Its directors, shareholders and ultimate beneficial owners have never been convicted of a criminal offence and are not currently the subject of any investigation relating to any criminal offence, and Merchant undertakes to inform Solidgate immediately should this change.
9.2.2. The Party, its authorised representatives, shareholders and beneficial owners are not listed in the OFAC’s Specially Designated Nationals (SDN) List, the European Union Consolidated Financial Sanctions List and/or subject to any sanctions imposed by a Regulatory Authority. Each Party undertakes to inform the other immediately should this change.
9.3. Merchant additionally warrants to Solidgate that:
9.3.1. All and any Merchant's Websites and Goods comply with Applicable Law.
9.3.2. It has never been terminated by an Acquirer or asked to terminate its agreement with an Acquirer or subject to any monitoring programme(s) by Payment Method Owners.
9.4. If any of those representations and warranties are affected at any time during the term of this Agreement, immediately, but no later than 5 Business Days, the Party shall inform the other Party of any changes.
9.5. If Merchant violates the Payment Method Rules or Solidgate’s policies, including the Prohibited Products and Services List, and as a result of such violation Payment Method Owner(s) and/or any Regulatory Authority impose(s) any penalty sanctions against Solidgate, Merchant undertakes to reimburse Solidgate for the amounts of Payment Method Owner(s)’ and/or Regulatory Authority penalty sanctions in full amount and pay Solidgate all Losses related to such violations. Such amounts shall be, at Solidgate’s option, (i) deducted from the Security Deposit withheld under the Agreement, (ii) deducted from the Merchant Payout, or (iii) paid by Merchant within five (5) Business Days after receiving Solidgate's notice, by transferring the amount mentioned in the notice, to the bank account mentioned in such notice.
9.6. Solidgate shall indemnify, defend, and hold harmless the Merchant from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to any material breach of Solidgate's representations, warranties, covenants, or obligations under this Agreement, to the extent such breach results from Solidgate's gross negligence or wilful misconduct. The Merchant's right to indemnification under this clause is contingent upon the Merchant: (i) promptly notifying Solidgate in writing upon becoming aware of any claim for which indemnification may be sought; (ii) granting Solidgate sole control over the defence and settlement of such claim, provided that Solidgate shall not settle any claim that imposes any obligation, restriction, or liability on the Merchant without the Merchant's prior written consent; and (iii) providing Solidgate with reasonable cooperation and assistance in the defence or settlement of such claim, at Solidgate's expense.
10. DISCLAIMER
10.1. Merchant acknowledges and agrees that Solidgate: (i) under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of the Merchant’s Goods; and (ii) makes no representations or warranties and do not ensure the quality, safety or legality of any Merchant's Goods. Merchant agrees that any dispute regarding any goods or services purchased or sold by Merchant with the provision of the Services is between Merchant and the third party that purchased or sold the goods or services, and agrees that Solidgate shall not be a party to any such dispute.
10.2. Solidgate’s acceptance of Merchant as the user of the Services will not be construed as Solidgate’s advice or opinion as to the legality of the Merchant Goods, Merchant’s Website(s), and/or of the Merchant’s intended use of the Services.
10.3. In no event shall Solidgate, its affiliates, subsidiaries, agents, employees or subcontractors bear contractual or non-contractual liability to Merchant or any third party for:
10.3.1. losses, inflicted upon Merchant due to withholding or detention of transfer of the amounts of the Transactions in accordance with the provisions of this Agreement;
10.3.2. any claim, loss, or damage caused by Solidgate’s compliance with the Payment Method Rules, its policies, Applicable Law and regulations (including as indirectly applicable to it through its arrangements with a Third-Party Services Provider).
11. TERM AND TERMINATION
11.1. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by:
11.1.1. the Merchant upon one (1) month’s notice in writing to Solidgate; or
11.1.2. Solidgate upon two (2) months’ notice in writing to the Merchant.
11.2. Notwithstanding the aforesaid, Solidgate may terminate this Agreement and/or terminate or suspend any part of the Services and/or suspend Settlements immediately upon providing written notice to Merchant if:
11.2.1. Merchant fails to perform any obligation required under this Agreement or breaches any of the terms of the Payment Method Rules, or Applicable Law;
11.2.2. Solidgate reasonably suspects or believes that Merchant is using the Services in connection with any products and/or services listed in the Prohibited Products and Services List, or/and any unauthorised, fraudulent, illegal, dishonest or criminal activities, or upon notice from the Payment Method Owner that Merchant violated any of their rules;
11.2.3. Merchant violates the intellectual property rights or is suspected of selling counterfeit goods;
11.2.4. Solidgate is required to do so by a Payment Method Owner, Third-Party Services Provider, or a Regulatory Authority;
11.2.5. Merchant, its authorised representatives, shareholders or beneficial owners are listed in the OFAC’s Specially Designated Nationals (SDN) List, the European Union Consolidated Financial Sanctions List and/or subject to any sanctions imposed by a Regulatory Authority;
11.2.6. Merchant materially changes the Website(s) or Goods in a way that, in Solidgate's reasonable judgment, impacts the risk profile of the Merchant (including, without limitation, changes that impact the Merchant’s MCC or switching to business models with increased risks of Chargebacks and/or fraud) without obtaining Solidgate’s prior written permission to use the Services for the new or changed Websites or Goods, or it is discovered by Solidgate that Merchant provided substantially misleading and/or false information about its Websites or Goods;
11.2.7. Merchant fails to provide the requested Merchant Information, or fails to notify Solidgate of updates to its Merchant Information;
11.2.8. Merchant exceeds Limits (ratios) set out by Solidgate or the Payment Method Owners, such as Chargeback, Refund, fraud or other Limits (ratios);
11.2.9. Merchant is placed into any monitoring programme maintained by a Payment Method Owner or listed in the Payment Method Owner’s fraud and risk database;
11.2.10. Merchant refuses to provide or replenish the Security Deposit requested in accordance with this Agreement, or withdraws, removes, or terminates such Security Deposit, or such Security Deposit otherwise becomes unenforceable;
11.2.11. Merchant becomes insolvent or files for insolvency, 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;
11.3. In case the Agreement is terminated by Solidgate pursuant to Clause 11.2 or otherwise for cause, the Merchant may be included in the monitoring programmes maintained by Payment Method Owners (including, but not limited to, Visa Merchant Screening Service (VMSS) or Mastercard Alert To Control High-risk Merchants (MATCH)).
11.4. Merchant may terminate this Agreement immediately if Solidgate, its authorised representatives, shareholders or beneficial owners are listed in the OFAC’s Specially Designated Nationals (SDN) List, the European Union Consolidated Financial Sanctions List and/or subject to any sanctions imposed by a Regulatory Authority.
11.5. In case the Agreement is terminated by any Party, Solidgate will be under no obligation to process new Transactions for Merchant 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. Charges for the Services levied on a regular basis shall be payable by the Merchant only proportionally up to the termination of the Agreement. If such charges are paid in advance, they shall be reimbursed proportionally.
11.6. Any termination of this Agreement shall not relieve the Merchant 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.
12. AMENDMENTS
12.1. Subject to clause 12.2 below, no amendment or waiver of any provision of this Agreement shall be effective or binding on any Party except in writing and executed by the respective Party in accordance herewith.
12.2. Notwithstanding any other provisions in this Agreement, Solidgate shall have the right, in its sole discretion, to change the terms, conditions or specifications of this Agreement (including Standard Clauses) or any of the Services at any time upon two (2) months’ written notice to Merchant. In this case, Merchant is entitled to terminate the Agreement with Solidgate by providing a written notice during the two (2) months’ notice period. Merchant is deemed to have accepted such changes if Merchant does not notify Solidgate before the proposed date of their entry into force that they are not accepted. This will not affect Solidgate’s right, upon 10 (ten) business days’ written notice, unless otherwise required by the Applicable law or the Payment Method Owners, to change the terms, conditions or specifications of this Agreement (including Standard Clauses) or any of the Services due to:
12.2.1. changes in the Services which are made at the Merchant’s request;
12.2.2. changes which are made at the Payment Method Owner’s or Third-Party Services Provider’s request;
12.2.3. changes which are needed to comply with Applicable Law or Payment Method Rules;
12.2.4. generally accepted changes in industry standards;
12.2.5. changes needed to increase security due to security risks identified by Solidgate; or
12.2.6. changes reasonably imposed upon Solidgate for any reason whatsoever.
13. CONSENT TO ELECTRONIC COMMUNICATIONS
13.1. Merchant agrees to the receipt of electronic communications and notices by email or by posting of the information on Solidgate’s website and/or in the Customer Portal. Such communications may pertain to the Services delivered by Solidgate, changes in Applicable Law or rules impacting the Service or other issues, such as amendment of this Agreement. Merchant may request a copy of any legally required disclosures, including this Agreement, from Solidgate, and Solidgate will provide this to the Merchant in a digital format. Merchant may also terminate its consent to receive required disclosures through electronic communications by giving notice to Solidgate. Solidgate reserves the right to terminate this Agreement if the Merchant withdraws its consent to receive electronic communications.
14. COMPLAINTS
14.1. If Merchant is not satisfied with the Services or needs assistance with fraud or technical issues, Merchant must initiate Solidgate's complaints handling procedure to resolve such matters. For more information about this process, please contact Solidgate at legal@solidgate.com.
14.2. Solidgate will attempt to resolve any complaint relating to the provision of the Services or to this Agreement via its customer service centre. In addition, Merchant may make a complaint to the CBC. The CBC is the authority responsible for the prudential supervision of companies in the financial sector in Cyprus. Merchant can contact the CBC at 80, Kennedy Avenue, Cy-1076 Nicosia, P.O. Box 25529, Cy-1395 Nicosia. The Merchant may obtain further information regarding the CBC and how to contact them at: https://www.centralbank.cy/.
15. TECHNICAL SOLUTION
15.1. This Section shall be applicable in the event that Merchant acquires the Services through the integration of a Technical Solution.
15.2. Solidgate may engage a third-party payment processor to make available the Technical Solution to the Merchant for the purposes of processing Transactions.
15.3. Merchant agrees to provide Solidgate and other third-party service providers (if any) with information regarding Merchant's Transactions made through the Technical Solution during the term of this Agreement.
15.4. It is prohibited for the Merchant:
15.4.1. to take any actions, as a result of which the Technical Solution or any part of Solidgate's infrastructure will be negatively affected;
15.4.2. to withdraw integration with the Technical Solution.
15.5. Merchant shall notify Solidgate without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of the Technical Solution using the contact information specified in this Agreement and take all reasonable steps to assist Solidgate in any investigation Solidgate may conduct. In order to prevent misappropriation or unauthorised use of the Technical Solution, the Merchant must keep safe any and all passwords and/or confidential instructions provided for the integration with the Technical Solution.
15.6. For the purpose of this Section, in addition to what is established in the Standard Clauses, the following may also confirm the Merchant’s acceptance of this Agreement:
15.6.1. completing integration with Solidgate through the Technical Solution; or
15.6.2. starting processing Transactions or otherwise accepting payments through the Technical Solution.
16. STANDARD CLAUSES
16.1. 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, provided that references to “Company” in the Standard Clauses shall be read as references to Merchant as defined herein and clause 12 “Assignment” of the Standard Clauses shall not apply to this Agreement. The Merchant, 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 Merchant’s representative), acknowledges and accepts the Standard Clauses.
16.2. 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.
16.3. 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:
16.3.1. 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;
16.3.2. The service-specific provisions of the Agreement (i.e. provisions other than the Standard Clauses) shall prevail over the Standard Clauses.
17. FINAL PROVISIONS
17.1. Notwithstanding anything to the contrary in this Agreement, Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without the other party’s prior written consent, provided that Solidgate may assign or transfer any of its rights or obligations under this Agreement without the Merchant’s consent to any of its Affiliates and in connection with a merger, acquisition, or sale or of all or substantially all of Solidgate’s assets.
17.2. The Parties agree that, in certain cases, Third-Party Services Providers may directly communicate with the Merchant, including by requesting any information or documents necessary for providing the Services. The Merchant agrees to treat such requests as if they were issued by Solidgate and in accordance with the terms of this Agreement.