Common use of Processing and Settlement Clause in Contracts

Processing and Settlement. 4.1. Xxxxxxxx agrees that it will comply with the terms of the Agreement and acknowledges that all Transactions (i) are only originating from websites approved by Credorax and (ii) will be submitted in accordance with the Operational Terms and Conditions and any other specifications or instructions set by Credorax in order for Credorax to carry out the Credorax Services. Xxxxxxxx agrees that Xxxxxxxx shall not be obliged to provide the Credorax Services when the relevant data is not delivered accurately and in the format specified by Credorax. 4.2. Provision of the Credorax Services to Merchant may be subject to certain conditions, such as – but not limited to – operation models (ie. recurring, subscriptions etc), Transaction caps or thresholds, limits on Transaction amounts, secure Transaction processing, volume caps, currency limitations, country blocks, MCC code restrictions, amendments to the funding delay or frequency of settlement and a (increase of the) Reserve and/or guarantee, which may be amended from time to time if reasonably required by Credorax. 4.3. Xxxxxxxx acknowledges and agrees that it shall be liable for all Transactions processed under its merchant account ID and that it shall be liable for all Chargebacks, Refunds and Penalties with respect to Transactions processed under the Agreement. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement and survives termination or expiration of the Agreement. Under no circumstances will Merchant submit Transactions for any activity, product or entity not explicitly authorized by Credorax for Merchant. 4.4. Subject to the terms of the Agreement, and provision of acquiring Services to Merchant, Merchant shall pay the Fees stipulated in Schedule 1 in either way: I. Payment by direct deduction of the Fees from the settlement funds amount due to Merchant (“Net Settlement”), as follows: Credorax will transfer the settlement funds to the Merchant less Chargebacks, Refunds, Penalties, Adjustments and/or Fees in accordance with the terms of the Agreement; or II. Payment of the Fees and Fee related Adjustments subject to an issued invoice, as follows: Credorax shall transfer Merchant the full amount of settlement funds due for processed Transactions (“Gross Settlement”) and shall issue to Merchant an invoice for all applicable Fees and Fee related Adjustments. Merchant may pay the invoiced Fees to Credorax by wire transfer, or by Credorax deducting the Fees, Penalties and Adjustment from Merchant’s next settlement payment, as may be agreed by the Parties. Notwithstanding the aforesaid, it is agreed by the Parties that should Credorax find itself at imminent risk exposure it may deduct without delay any Fees, Penalties and Adjustments from the full amount of the settlement funds at its own discretion. Without derogating from the above mentioned, Chargebacks, Refunds, Penalties and non-fee related Adjustments will be considered as “Net Settlement”,and will be deducted immediately from the settlement funds. 4.5. Xxxxxxxx acknowledges and agrees that Xxxxxxxx is entitled to charge Merchant an additional fee in accordance with the Maltese laws and regulations, in any case the Merchant does not make timely payments. Unless otherwise agreed by the Parties in writing, Credorax shall have no obligation to transfer settlement funds under the Agreement where Credorax has not received such settlement funds from the Card Schemes. Settlement may be done to Merchant or as agreed between Parties. Xxxxxxxx further agrees that settlement shall constitute full and final settlement of any claim that Merchant may have against Credorax with respect thereto and that by settling, Credorax is fulfilling its obligations to transfer settlement funds to Merchant in accordance with the Agreement and Credorax shall have no further liability in this respect to Merchant. 4.6. The Merchant further acknowledges that Credorax cannot sell, pledge or utilise for own purposes the receivables from Card Schemes, resulting from the respective Transaction processed, and therefore has to pass-through these receivables without material delay to the Merchant once collected. In addition, the Merchant understands and agrees that Xxxxxxxx will not compensate the Merchant for late or non-performance, insolvency or bankruptcy of Credorax or Card Schemes due, to whichthe Merchantreceives late settlement or no settlement at all for already processed Transactions, but not yet settled by Credorax/Card Schemes. In addition, in the case where the Merchant agreement has prefunding arrangements with Credorax, Credorax has the right to reclaim the funds from the Merchant if the relevant Card Scheme does not pay out Credorax. 4.7. Settlement shall occur in a frequency as agreed between Parties and shall be subject to certain days of funding delay as stipulated by Credorax in the Agreement as may be amended from time to time in accordance herewith. A funding service fee shall be charged if the funding delay agreed between Parties is less than three (3) Business Days. 4.8. The Parties agree that Title III of the Payment Services Directive as implemented in terms of Maltese law or any other relevant law, as well as any equivalent or similar requirements under any succeeding legislation, shall not apply between the Parties in so far as such disapplication is permissible under the Payment Services Directive or any succeeding legislation.

Processing and Settlement. 4.1. 4.1 Xxxxxxxx agrees that it will comply with the terms of the Agreement and acknowledges that all Transactions (i) are only originating from websites approved by Credorax and (ii) will be submitted in accordance with the Operational Terms and Conditions and any other specifications or instructions set by Credorax in order for Credorax to carry out the Credorax Services. Xxxxxxxx agrees that Xxxxxxxx shall not be obliged to provide the Credorax Services when the relevant data is not delivered accurately and in the format specified by Credorax. 4.2. 4.2 Provision of the Credorax Services to Merchant may be subject to certain conditions, such as – but not limited to – operation models (ie. recurring, subscriptions etc), Transaction caps or thresholds, limits on Transaction amounts, secure Transaction processing, volume caps, currency limitations, country blocks, MCC code restrictions, amendments to the funding delay or frequency of settlement and a (increase of the) Reserve and/or guarantee, which may be amended from time to time if reasonably required by Credorax. 4.3. Xxxxxxxx 4.3 Merchant acknowledges and agrees that it shall be liable for all Transactions processed under its merchant account ID and that it shall be liable for all Chargebacks, Refunds and Penalties with respect to Transactions processed under the Agreement. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement and survives termination or expiration of the Agreement. Under no circumstances will Merchant submit Transactions for any activity, product or entity not explicitly authorized by Credorax for Merchant. 4.4. 4.4 Subject to the terms of the Agreement, and provision of acquiring Services to Merchant, Merchant shall pay the Fees stipulated in Schedule 1 in either way: I. Payment by direct deduction of the Fees from the settlement funds amount due to Merchant (“Net Settlement”), as follows: Credorax will transfer the settlement funds to the Merchant less Chargebacks, Refunds, Penalties, Adjustments and/or Fees in accordance with the terms of the Agreement; or II. Payment of the Fees and Fee related Adjustments subject to an issued invoice, as follows: Credorax shall transfer Merchant the full amount of settlement funds due for processed Transactions (“Gross Settlement”) and shall issue to Merchant an invoice for all applicable Fees and Fee related Adjustments. Merchant may pay the invoiced Fees to Credorax by wire transfer, or by Credorax deducting the Fees, Penalties and Adjustment from Merchant’s next settlement payment, as may be agreed by the Parties. Notwithstanding the aforesaid, it is agreed by the Parties that should Credorax find itself at imminent risk exposure it may deduct without delay any Fees, Penalties and Adjustments from the full amount of the settlement funds at its own discretion. Without derogating from the above mentioned, Chargebacks, Refunds, Penalties and non-fee related Adjustments will be considered as “Net Settlement”,and will be deducted immediately from the settlement funds. 4.5. Xxxxxxxx acknowledges and agrees that Xxxxxxxx is entitled to charge Merchant an additional fee in accordance with the Maltese laws and regulations, in any case the Merchant does not make timely payments. Unless otherwise agreed by the Parties in writing, Credorax shall have no obligation to transfer settlement funds under the Agreement where Credorax has not received such settlement funds from the Card Schemes. Settlement may be done to Merchant or as agreed between Parties. Xxxxxxxx further agrees that settlement shall constitute full and final settlement of any claim that Merchant may have against Credorax with respect thereto and that by settling, Credorax is fulfilling its obligations to transfer settlement funds to Merchant in accordance with the Agreement and Credorax shall have no further liability in this respect to Merchant. 4.6. 4.5 The Merchant further acknowledges that Credorax cannot sell, pledge or utilise for own purposes the receivables from Card Schemes, resulting from the respective Transaction fromtherespectivetransaction processed, and therefore has to andtherefore hasto pass-through these receivables without material delay to the Merchant once collected. In addition, the Merchant understands and agrees that Xxxxxxxx will not compensate the Merchant for late or non-non- performance, insolvency or bankruptcy of Credorax or Card Schemes due, to whichthe Merchantreceives towhich the Merchant receives late settlement or no settlement at all for already processed Transactionstransactions, but not yet settled by Credorax/Card Schemes. In addition, in the case where the Merchant agreement has prefunding arrangements with Credorax, Credorax has the Credoraxhasthe right to reclaim the funds from the toreclaimthefunds fromthe Merchant if the ifthe relevant Card Scheme card scheme does not pay out Credorax. 4.7. 4.6 Settlement shall occur in a frequency as agreed between Parties and shall be subject to certain days of funding delay as stipulated by Credorax in the Agreement as may be amended from time to time in accordance herewith. A funding service fee shall be charged if the funding delay agreed between Parties is less than three (3) Business Days. 4.8. 4.7 The Parties agree that Title III of the Payment Services Directive as implemented in terms of Maltese law or any other relevant law, as well as any equivalent or similar requirements under any succeeding legislation, shall not apply between the Parties in so far as such disapplication is permissible under the Payment Services Directive or any succeeding legislation. 4.8 Without prejudice to the provisions of the foregoing clause, if some or all of the settlement funds are to be converted into a currency other than the one in which they were processed by Credorax prior to settlement to Merchant, then Credorax shall use an exchange rate based upon prevailing reference rates and sources, including but without limitation, Reuters, central banks and others (“Credorax Exchange Rate”). The Credorax Exchange Rate shall be made available by Credorax to the Merchant in the manner indicated in any relevant and applicable guidelines, procedures, rules or conditions issued by Credorax. The Merchant acknowledges that the Credorax Exchange Rate will fluctuate and the Merchant shall in no case hold Credorax liable for any fluctuations in the Credorax Exchange Rate. A ‘multi-currency fee’ may be charged for every currency processed by Credorax (as indicated in the cover letter to the Agreement) that is not USD, GBP, or EUR. This fee shall be expressed as a percentage of the settlement amount as indicated in Schedule 1. 4.9 All Transactions and settlement funds are subject to audit and final checking by Credorax and may be adjusted for inaccuracies and errors. Merchant acknowledges that all monies provided to Merchant are provisional and subject at any time to: (i) Chargebacks, Refunds, Penalties and Adjustments in accordance with the Card Scheme Rules; and (ii) any of its obligations to Credorax under the Agreement. 4.10 Merchant shall maintain a zero or positive merchant account balance in every currency with Credorax at all times during and after the term of the Agreement. If at any time the settlement funds are not sufficient to cover the amounts due by Merchant under the Agreement, Merchant shall transfer the full amount of funds due as instructed by Credorax within fourteen (14) calendar days of receipt of written notice. In the event Merchant does not make the balance positive within fourteen (14) calendar days, Credorax shall – without prejudice to any further claims for compensation or damages – be entitled to interest on arrears from Merchant, at the rate of 5% per annum above the published European Central Bank 1mth Euribor rate. Such interest shall accrue on a daily basis until actual payment of the overdue amount, whether before or after any related judgment. 4.11 Furthermore, Merchant authorizes Credorax to recover amounts due under the Agreement in the settlement currency as agreed between the Parties in accordance herewith if the funds are unavailable in the processing currency as indicated in the cover letter or any subsequent notice amending the same. 4.12 Merchant acknowledges that throughout the term of the Agreement and after its termination for any reason, Credorax shall be entitled to defer (for such period as it shall in its reasonable discretion consider appropriate) the date upon which settlement would be due to be paid, in order to protect its position with respect to actual or anticipated Chargebacks, Refunds, Penalties and Adjustments or any other liability of Merchant or relating to any Transactions, whether actual or anticipated. Without limiting the foregoing, in the event that Credorax is of the opinion that Merchant’s financial condition deteriorates or its Transactions present increased risk exposure to Credorax, in Credorax’s sole (but reasonable) opinion, then Credorax may (without prejudice to any other of its rights) defer settlement for such periods it deems appropriate to cover the increased risk exposure.

Processing and Settlement. 4.1. 4.1 Xxxxxxxx agrees that it will comply with the terms of the Agreement and acknowledges that all Transactions (i) are only originating from websites approved by Credorax and (ii) will be submitted in accordance with the Operational Terms and Conditions and any other specifications or instructions set by Credorax in order for Credorax to carry out the Credorax Services. Xxxxxxxx agrees that Xxxxxxxx Credorax shall not be obliged to provide the Credorax Services when the relevant data is not delivered accurately and in the format specified by Credorax. 4.2. 4.2 Provision of the Credorax Services to Merchant may be subject to certain conditions, such as – but not limited to – operation models (ie. recurring, subscriptions etc), Transaction caps or thresholds, limits on Transaction amounts, secure Transaction processing, volume caps, currency limitations, country blocks, MCC code restrictions, amendments to the funding delay or frequency of settlement and a (increase of the) Reserve and/or guarantee, which may be amended from time to time if reasonably required by Credorax. 4.3. Xxxxxxxx 4.3 Merchant acknowledges and agrees that it shall be liable for all Transactions processed under its merchant account ID and that it shall be liable for all Chargebacks, Refunds and Penalties with respect to Transactions processed under the Agreement. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement and survives termination or expiration of the Agreement. Under no circumstances will Merchant submit Transactions for any activity, product or entity not explicitly authorized by Credorax for Merchant. 4.4. 4.4 Subject to the terms of the Agreement, and provision of acquiring Services to Merchant, Merchant shall pay the Fees stipulated in Schedule 1 in either way: I. Payment by direct deduction of the Fees from the settlement funds amount due to Merchant (“Net Settlement”), as follows: Credorax will transfer the settlement funds to the Merchant less Chargebacks, Refunds, Penalties, Adjustments and/or Fees in accordance with the terms of the Agreement; or II. Payment of the Fees and Fee related Adjustments subject to an issued invoice, as follows: Credorax shall transfer Merchant the full amount of settlement funds due for processed Transactions (“Gross Settlement”) and shall issue to Merchant an invoice for all applicable Fees and Fee related Adjustments. Merchant may pay the invoiced Fees to Credorax by wire transfer, or by Credorax deducting the Fees, Penalties and Adjustment from Merchant’s next settlement payment, as may be agreed by the Parties. Notwithstanding the aforesaid, it is agreed by the Parties that should Credorax find itself at imminent risk exposure it may deduct without delay any Fees, Penalties and Adjustments from the full amount of the settlement funds at its own discretion. Without derogating from the above mentioned, Chargebacks, Refunds, Penalties and non-fee related Adjustments will be considered as “Net Settlement”,and will be deducted immediately from the settlement funds. 4.5. Xxxxxxxx acknowledges and agrees that Xxxxxxxx is entitled to charge Merchant an additional fee in accordance with the Maltese laws and regulations, in any case the Merchant does not make timely payments. Unless otherwise agreed by the Parties in writing, Credorax shall have no obligation to transfer settlement funds under the Agreement where Credorax has not received such settlement funds from the Card Schemes. Settlement may be done to Merchant or as agreed between Parties. Xxxxxxxx further agrees that settlement shall constitute full and final settlement of any claim that Merchant may have against Credorax with respect thereto and that by settling, Credorax is fulfilling its obligations to transfer settlement funds to Merchant in accordance with the Agreement and Credorax shall have no further liability in this respect to Merchant. 4.6. 4.5 The Merchant further acknowledges that Credorax cannot sell, pledge or utilise for own purposes the receivables from receivablesfrom Card Schemes, resulting from resultingfrom the respective Transaction processedtransactionprocessed, and therefore andtherefore has to pass-through these receivables without material delay to the Merchant once collected. In addition, the Merchant understands and agrees that Xxxxxxxx Credorax will not compensate the Merchant for late or non-non- performance, insolvency or bankruptcy of Credorax or Card Schemes dueSchemesdue, to whichthe which the Merchantreceives late settlement or no settlement at all for already processed Transactionstransactions, but not yet settled by Credorax/Card Schemes. In addition, in the case where the Merchant agreement has prefunding arrangements with arrangementswith Credorax, Credorax has the right Credoraxhastheright to reclaim the funds from the fundsfromthe Merchant if the relevant Card Scheme card scheme does not pay out Credorax. 4.7. 4.6 Settlement shall occur in a frequency as agreed between Parties and shall be subject to certain days of funding delay as stipulated by Credorax in the Agreement as may be amended from time to time in accordance herewith. A funding service fee shall be charged if the funding delay agreed between Parties is less than three (3) Business Days. 4.8. 4.7 The Parties agree that Title III of the Payment Services Directive as implemented in terms of Maltese law or any other relevant law, as well as any equivalent or similar requirements under any succeeding legislation, shall not apply between the Parties in so far as such disapplication is permissible under the Payment Services Directive or any succeeding legislation.