The Agreement

This Agreement, together with the Merchant Application, our Privacy Policy, and any other documents incorporated by reference, constitutes the entire agreement between you and Centranx for the provision of the Acquiring Services. You represent and warrant that the individual accepting this Agreement on your behalf is duly authorized to bind you to its terms.

Our Services

Subject to the terms of this Agreement, Centranx will provide the Acquiring Services to you, enabling you to accept and process payments from End-Customers via the Payment Schemes we support. We will use commercially reasonable efforts to provide the Services in a reliable and secure manner, in accordance with Applicable Law and Payment Scheme Rules.

Merchant Onboarding and Account

1. Registration: To use our Services, you must complete our online application process and provide accurate and complete information about your business and its beneficial owners. You agree to keep this information updated at all times.

2. Due Diligence: You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and assess your business's risk profile. This includes performing credit checks, verifying information against third-party databases, and complying with our Know Your Customer (KYC) and Anti-Money Laundering (AML) obligations under Maltese and EU law.

3. Account Security: You are solely responsible for maintaining the confidentiality and security of your Merchant Account credentials. You must immediately notify us of any unauthorized use of your account. You are liable for all activities conducted through your Merchant Account.

Merchant Obligations and Covenants

Compliance

You shall at all times comply with: (a) this Agreement; (b) all applicable Payment Scheme Rules; and (c) all Applicable Law, including consumer protection and data privacy laws.

Acceptable Use

You shall only use the Services for the payment of goods and services that you sell in the ordinary course of your business, as described in your Merchant Application. You shall not use the Services for any illegal, fraudulent, or deceptive activities, or for any business activities listed in our "Prohibited and Restricted Businesses Policy," which is incorporated herein by reference.

Data Security (PCI DSS)

You represent and warrant that you are and will remain fully compliant with all applicable requirements of the PCI DSS. You are responsible for the security of End-Customer data that you handle or store. In the event of a data breach on your systems, you are fully liable for any resulting fines, assessments, and other costs imposed by the Payment Schemes or regulatory authorities.

Customer Service

You are responsible for all aspects of customer service for your End-Customers. You must maintain a fair and clear policy for returns, refunds, and cancellations and display it prominently to your End-Customers.

Transaction Processing and Settlement

Transaction Submission

You will submit Transactions to us for processing in accordance with our technical integration guides. You may only submit Transactions that have been validly authorized by the End-Customer.

Settlement of Funds

We will transfer to your designated bank account the total amount of your processed Transactions, less any applicable Fees, Chargebacks, Refunds, Reserve amounts, and any other sums owed to us under this Agreement.

Settlement Schedule

Funds will be settled in accordance with the schedule agreed in your pricing plan. We reserve the right to delay Settlement if we suspect fraud, a breach of this Agreement, or for other risk-related reasons.

Right of Set-Off

We have the right to set off, recoup, or deduct any amounts you owe us from your Settlement funds or from any Reserve we hold.

Fees, Payments, and Taxes

Fees

You agree to pay the Fees for the Services as specified in your pricing agreement. All Fees are exclusive of VAT and other applicable taxes. We may revise our Fees upon providing you with at least 30 days' prior written notice.

Payment

You authorize us to deduct all Fees, Chargebacks, Refunds, and other liabilities from your Settlement funds. If the Settlement funds are insufficient to cover the amounts owed, you authorize us to debit your designated bank account for the outstanding balance.

Taxes

You are solely responsible for determining, collecting, reporting, and remitting any and all taxes applicable to the sale of your goods and services.

Chargebacks, Refunds, and Reserves

Merchant Liability for Chargebacks

You are fully and unconditionally liable for the total amount of all Chargebacks, plus any associated fees, fines, or penalties imposed by the Payment Schemes or us. A Chargeback does not relieve you of your obligation to provide the goods or services to the End-Customer.

Chargeback Process

We will notify you of any Chargebacks. You agree to cooperate fully with us to investigate and respond to Chargebacks within the timeframes mandated by the Payment Scheme Rules. Failure to provide a timely or adequate response may result in the Chargeback being finalized in favor of the End-Customer, for which you will be fully liable.

Reserves

We may, at any time and in our sole discretion, establish a Reserve to secure the performance of your obligations under this Agreement. We may require a Reserve for any reason, including but not limited to, a high level of Chargebacks, a material change in your business model or financial condition, or our assessment of a heightened risk of loss associated with your account. The Reserve will be in an amount that we reasonably determine is necessary to cover our potential exposure to credit risk, operational risk, or any other anticipated liabilities. The establishment of a reserve is a critical, forward-looking risk mitigation tool necessary in the acquiring industry to protect against future, contingent liabilities arising from merchant activity. We may fund the Reserve by withholding funds from your Settlement or by debiting your bank account.

Confidentiality and Intellectual Property

Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or for the performance of this Agreement.

Intellectual Property

We grant you a limited, non-exclusive, non-transferable, revocable license to use our APIs and other technology solely for the purpose of receiving the Services. We retain all rights, title, and interest in and to our intellectual property.

Limitation of Liability and Indemnification

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

Indemnification

You agree to indemnify, defend, and hold harmless Pontarius Limited, its affiliates, and their respective officers, directors, and employees from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement, the Payment Scheme Rules, or Applicable Law; (b) any Chargebacks or Refunds; (c) any data breach on your systems; or (d) your provision of goods or services to End-Customers.

Term and Termination

Term

This Agreement commences on the Effective Date and shall continue for an initial term of one (1) year, automatically renewing for successive one-year periods unless terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason by providing the other party with at least sixty (60) days' prior written notice.

Termination for Cause: We may suspend the Services and/or terminate this Agreement immediately and without prior notice if: (a) you breach any provision of this Agreement; (b) we determine, in our sole discretion, that you pose an unacceptable level of risk to our business; (c) you experience an insolvency event; (d) you engage in fraudulent or illegal activities; or (e) we are required to do so by a Payment Scheme or a regulatory authority.

Effect of Termination: Upon termination, you remain liable for all obligations incurred up to the date of termination, including all Fees, Chargebacks, and other liabilities.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Malta. The parties irrevocably agree that the courts of Malta shall have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement.

General Provisions

This Agreement is governed by standard provisions concerning notices, force majeure, assignment, amendments, no waiver, severability, and the entire agreement, ensuring its legal robustness and clarity in operation.