GENERAL TERMS AND CONDITIONS OF PAYU SERVICES

Transcription

1 GENERAL TERMS AND CONDITIONS OF PAYU SERVICES FOR MERCHANT S Contents I. Preamble... 2 II. Definitions... 2 III. Scope and amendment of Merchant s T&C... 5 IV. General provisions concerning the services of PayU... 6 V. Provisions concerning the service interruptions... 8 VI. PayU s Rights, Obligations, and Liabilities with respect to PayU Services... 9 VII. With respect to its services, PayU undertakes to:... 9 VIII. Merchant s Rights, Obligations, Liabilities with respect to PayU Services IX. Copyright with respect to PayU Services X. Settlement of Transactions XI. Commissions, fees XII. Complaint, and Settlement of Disputes XIII. General provisions with respect to the cessation or the termination of the Agreement XIV. Termination with notice XV. Termination without notice XVI. Mutual consent XVII. Contracted contributors, data management, data protection, responsibility XVIII. Miscellaneous XIX. Scope of Accepted Bank Cards Appendix 1 Bank Transfer Bank Transfer Appendix 2 Cash Deposit Cash Deposit Appendix 3 Cash on Delivery Cash on Delivery Appendix 4 Recurring bank card payment ( Recurring payment )

2 I. Preamble The present General Terms and Conditions of PayU Services for Merchant s(hereinafter referred to as Merchant's T&C ) applies for the services of PayU and contains the general conditions of the Merchant Agreement (hereinafter referred to as Agreement ) between PayU Hungary Kft (seat: 1074 Budapest, Rákóczi út , corporate reg. no.: , hereinafter referred to as PayU ) and its customer (hereinafter referred to as Merchant ; each referred to as Party and together referred to as Parties or Agreeing Parties ). II. Definitions Data Protection Act: Hungarian Act 112 of 2011 on Informational Self-Determination and Freedom of Information. Authorization: in case of card payments a request for authorization is transmitted to the bank electronically which subsequently authorizes or rejects the transaction in question. Center of Authorization: Merchant requests authorization for the execution of the transaction from the card issuing bank in an electronic message, transmitted from PayU to the card issuing bank through an authorization processing and switching system, acting as Center of Authorization. This Center of Authorization processes the authorization of transactions, i. e. requests a verification from the card issuing bank about the validity of the particular transaction. The Center of Authorization is operated by the cooperating partner bank of the PayU. Bank charges: all applicable charges or other costs imposed by the credit institution operating the Center of Authorization, related to the particular transaction. CNP Transaction: abbreviation of 'Card-not-Present' Transaction, i. e. a transaction which does not require the credit card to be physically present for its execution, including the transactions executed by internet communication through web browsers or mobile web browser applications. Connection Fee: the amount specified in Annex 1 of the Agreement to be paid by the Merchant as a one-off payment to PayU, for the services purchased from PayU. Deposit: the amount of money the Merchant deposited at PayU, assigned for the covering of any obligations with respect to all costs, damages, or price resulting particularly, but not exclusively from abuse of Merchant's data, Customer's data, or credit card data, from other frauds or from card holder's complaints. The exact amount of the deposit and the method of its creation shall be specified in the Agreement. 2

3 Settlement Day: the day specified in Annex 1 of the Agreement, as agreed by the Parties when PayU transfers the total amount generated by the transactions through the Payment System of PayU, less the commission to the transactional bank account of the Merchant. Settlement Summary: the electronic statement compiled by PayU about the transactions completed in the transaction period, containing the identification code/reference number, amount, currency, and time of the transactions accounted in the settlement period, the result of authorization process, as well as the commission in connection with each of these transactions. Online Point-of-Sale: a commercial point established on the internet, i.e. a single store on an independent website with an interface capable of connecting the PayU Payment System. Confirmation of payment: A confirmation of transaction sent to the Customer in an electronic form following the completed purchase, which includes: the amount of transaction the currency of transaction the unique PayU transaction identifier the time of transaction Turnover period: the underlying report of the settlement is an electronically generated account containing the completed transactions in a given period. Suspicious transaction: any successfully or unsuccessfully authorized transaction which PayU upon its own discretion considers suspicious with regard to fraudulent use of credit card data, Merchant fraud or Customer fraud. Monthly Fee: the remuneration payable by the Merchant to PayU on a monthly basis, for the operation of the services of PayU. CIFE Act: Hungarian Act 112 of 1996 on Credit Institutions and Financial Enterprises Documentation of integration processes: a document of implementation, enabling from a technical aspect, the integration of a potential to access the services of PayU, into the Online Point-of-Sale. Commission: as specified in the Annex 1 of the Agreement, a commission payable by the Merchant to PayU, as remuneration for the services of PayU. Card: a web card, magnetic stripe card with or without a chip or a bank card, issued by a credit institution. Card data: the intrinsic data of a Card, necessary for the completion of an internet purchase, in most cases the bank card number, date of expiry, and a 3 or 4 digit CVV2/CVC2/CID card security code. 3

4 Fraudulent use of card data: any use of bank card data which infringes upon the provisions of either the legislation applicable with respect to the use of bank cards, or of the agreement concluded between the card issuer and the card holder, or infringes the procedures of a card issuer or an international credit card company with respect to the use of bank cards, irrespective of the identity of the person involved, of whether damage is caused and whether this act is defined as criminal offense in a country. Card issuer: the credit institution which in an agreement concluded with the card holder, undertakes to enable the card holder to use his/her card. Card holder: a natural person or a legal entity for whom the card issuer undertakes the obligation in an agreement to enable the use of a card. Merchant: the corporate entity or other economic operator with or without a legal personality which accepts the card of a customer as means of payment in order to settle the price of a purchased product or service, specifically by making the Payment System of PayU accessible from its Online Point-of-Sale and by concluding an Agreement with PayU with respect to the service provided through the Payment System of PayU. Merchant's Control Panel: a control panel operated by PayU and fitted individually for each Merchant and for each Online Point-of-Sale, accessible through a browser program and available only for the entitled Merchant. This control panel contains the status and data of each transaction, of the account and commissions of the Merchant and bears other important information and functions with respect to the acceptance of Cards. Merchant ID: the identification code of a Merchant, spelled out in the Agreement, which serves the purpose of the discrete and unambiguous identification of each Merchant. Merchant Account: a registry account assigned to the Online Point-of-Sale of the Merchant which registers the total amount of the incomes generated by the completed transactions with respect to the given Online Point-of-Sale. One Merchant ID may be affiliated with multiple Merchant Accounts. Merchant fraud: the utilization of PayU Service by the Merchant in a manner infringing the applicable legislation, or the regulations of the international credit card companies, or the Agreement, or the present Merchant's T&C, or in any way bypassing the provisions of any of these. International credit card companies: international companies referred to in Chapter XIX. PayU Payment System: the Payment System operated on the internal server of the PayU but embedded into the online interface of the Online Point-of-Sale, designed to enable PayU to provide the PayU Services. PayU Service: the facilitating of online payment via internet, and particularly the facilitating of card payments and other payment service options detailed in the Appendices of the 4

5 present Merchant s T&C. This service of PayU enables and executes the secure online money transfer through the PayU Payment System between the Merchant and the Customer, except for the payment option of Cash-on-Delivery (see Appendix 3). PayU customer service: the customer service of PayU, available both on telephone and via e- mail. Transactional bank account: the transactional bank account of the Merchant, as specified within the Annex 1 of the Agreement. SSL (Secure Sockets Layer): a protocol for encrypting information over the internet, which ensures that the data transfer between the internet browser program and the web server takes place in an encrypted form. Transaction: any payment executed by a Customer through the PayU Payment System depending on the payment option - by means of a card or cash, for the purpose of purchasing a product or utilizing a service. Customer: the person who purchases a product or a service from the Merchant and pays depending on the payment option - by card or in cash as remuneration for those products or services through the PayU Service. Customer fraud: the utilization of PayU Service by the Customer in a manner infringing the applicable legislation, or the regulations of the international credit card companies, or the Agreement, or the present Merchant's T&C, or in any way outflanking the provisions of any of these documents. Refund: the full or partial return transfer of the total amount of the transaction to the card holder subsequent to the communication of the Merchant. Chargeback: a process through which the card issuer charges the transactional bank account of PayU without the explicit consent thereof, with the total amount of the disputed transaction in compliance with the relevant procedural regulations of the international credit card companies. PayU is entitled to assert its claim subsequent to any financial loss resulting from the chargeback, against the Merchant. III. Scope and amendment of Merchant s T&C 1. PayU is providing its services for the Merchant through the PayU Payment System in compliance with the present Merchant's T&C, and the provisions of the Agreement. 2. The Agreement and the Merchant's T&C shall enter into effect from the date when the Connection Fee is credited on the transactional bank account of PayU or on the day when PayU issues the confirmation to the Merchant, for an indefinite period. 5

6 Should the Merchant be not obliged to pay a Connection Fee, then the day of effect shall mean the day when PayU Service is being activated ( goes live ) on the Online Point-of-Sale. 3. The content of the legal relationship between PayU and the Merchant established for the purpose of rendering PayU Services is governed primarily by the Agreement. Topics otherwise not regulated in the Agreement shall be governed by the Merchant's T&C. In case of any discrepancy between the Agreement and the present Merchant's T&C, the provisions of the Agreement shall prevail. 4. PayU is entitled to modify or amend the present Merchant's T&C unilaterally under the following conditions. PayU is entitled to modify the present Merchant's T&C against the interest of the Merchant unilaterally in case of a change of the conditions of the internal and external financial market, the relevant legislation, the requirements of authorities, PayU's business policy, the risks related to the services described in the Agreement and in the present Merchant's T&C, the regulations applied by the international credit card companies or the credit institution operating the Center of Authorization, and other changes affecting the legal relationship of the Parties based on the Agreement. 5. PayU notifies the Merchant of its intention to modify the present Merchant s T&C against the interest of the Merchant at least 30 days prior to the entering into effect of such modification. The notification of PayU shall be made in a statement issued on the website of PayU or sent directly to the Merchant. The modification shall be deemed to be acknowledged by the Merchant unless the Merchant otherwise notifies PayU prior to such modification comes into effect. Should the Merchant notify PayU that it does not acknowledge the modification, the Agreement between the Parties automatically terminates on the working day prior to the day when of such modification comes into effect. IV. General provisions concerning the services of PayU 1. Merchant maintains an electronic Online Point-of-Sale on the internet in compliance with the provisions determined in the documentation of integration processes. 2. PayU maintains a PayU Payment System on the internet, accessible from the Online Point-of-Sale of the Merchant. 3. The transactions qualify as electronically transmitted SSL encoded CNP transactions in compliance with the regulations of the international credit card companies, to which the following authorization process applies: 6

7 a) The Customer compiles its order on the Online Point-of-Sale including the products to be purchased or services required. b) Having confirmed the data transmission statement, the Customer, by initiating payment process i.e. by clicking on the 'Payment' or a similar button, is redirected to the PayU Payment System through the internet connection provided by the Merchant. c) The Customer provides on the PayU Payment System its data and/or the data of its card relevant to the purchase (i.e.the name of the card holder, the card number, the expiry date of the card and the CVC2/CVV2/CID code). d) PayU transmits the transaction with the incoming card data for authorization, through the Center of Authorization. e) Should the authorization be successful and not suspicious with respect to fraudulent use of credit card data, Merchant fraud or Customer fraud, PayU transmits the Confirmation of Payment to the Customer in an electronic form about the execution of the transaction i.e. the fulfillment of the payment obligation of the Customer towards the Merchant. Subsequent to the manual or automatic confirmation by the Merchant of the performance of its obligations towards the Customer, the transaction is filed within the accountable items. f) Subsequent to the notification by PayU sent to the Merchant through the Merchant's Control Panel about the successful execution of the transaction, Merchant may initiate the performance of its obligations (deliver the purchased products, provide the services, etc.). PayU registers the amounts transferred by the Customer for the Merchant to the transactional bank account of PayU, after the deduction of the commission and the possible bank charges on the Merchant Account. g) Should the authorization be successful but suspicious with respect to fraudulent use of credit card data, Merchant fraud or Customer fraud, PayU and the credit institution operating the Center of Authorization examines the transaction. PayU notifies the Merchant of the suspicious transaction and of the result of the examination. Should the examination confirm the validity of the transaction, the process proceeds according to the articles e) and f). Should the examination verify the fraudulent use of card data, PayU is entitled to initiate the cancellation of the transaction. In this case, the Merchant has no obligations of performance toward the Customer. 4. On the settlement day PayU transfers the amount registered on the Merchant Account after the deduction of the PayU Commission and the possible bank charges 7

8 to the transactional bank account of the Merchant and provides a Settlement Summary to the Merchant. 5. Merchant performs the orders compiled on its Online Point-of-Sale in compliance with the provisions regulating its activity. V. Provisions concerning the service interruptions 1. PayU Payment System operates 24 hours a day, every day of the year, providing an availability of minimum 99.5 % a year, with respect to the restrictions specified in the following articles. In case of unforeseen dead intervals resulting from technical failures PayU makes every effort to enable the functioning of the PayU Payment System as soon as possible. In case of the failure of the PayU Payment System, PayU makes every effort in its power to repair the failure. 2. PayU notifies the Merchant of planned shutdowns and outages at least 1 (one) working day prior thereto, indicating the exact time and expected period of the shutdown. 3. In the event of service interruptions the PayU compensates for the lost time by providing a proportionate credit against the Monthly Fee. In excess of this credit, PayU is not liable for the outstanding profit or damages caused by service interruptions. Parties explicitly acknowledge this limitation of liability in consideration of the interconnected nature of PayU Services and the favorable conditions of remuneration. 4. In case of an unavoidable event ( force major ), PayU is entitled to suspend the Services provided for the Merchant temporarily or permanently, partially or completely. PayU excludes all liability for any direct or indirect damage caused for the Merchant in connection with this event. PayU shall notify the Merchant in advance of the length of the termination of services as far as possible. 5. The period of unavailability or breakdown of the PayU Service according to the above Article 2. and 4. does not count towards the total period of availability. PayU excludes all liability for any damages caused by an operational failure of the PayU Service, with the exception of damages caused by an intentional or grossly negligent conduct. Parties expressly agree that any failure of the data transmission network (internet connection) independent of PayU and the subsequent unavailability of the PayU Service is outside the scope of responsibility of PayU. 6. In case of system error should this occur in the scope interest of out of the scope of interest of PayU PayU has the right to alter from the Settlement Day defined in the Agreement with 2 (two) business days at most, i.e. if PayU settles all payouts in two business 8

9 days after the Settlement date originally stipulated in the Agreement, such settlement may be considered as carried out in due time. VI. PayU s Rights, Obligations, and Liabilities with respect to PayU Services 1. PayU is entitled to constantly control the commercial activities of the Merchant and to suspend PayU Services if a transaction or the conduct of the Merchant is illegal or infringes the Agreement or the present Merchant's T&C. In the event of any financial damage duly substantiated and reported to the Merchant, arising from an illegal conduct or a conduct infringing the Agreement or the present Merchant's T&C, including any fines or penalties, Merchant shall be held liable to compensate PayU for these damages. 2. PayU is not a contractual partner in a purchase or service agreement entered into by the Merchant and the Customers at a distance and does not have knowledge of the content thereof, therefore PayU is not subjected to the subsequent contractual obligations arising from such agreements. 3. By maintaining the PayU customer service, PayU provides technical support and consultation opportunities to the Merchant for the purpose of enabling the Merchant to connect the Online Point-of-Sale operated by the Merchant and the PayU Payment System according to the documentation of integration processes. 4. PayU excludes all his liability in connection with damages arisen by the fact that the Merchant made PayU Payment System available on the live Online Point-of-Sale without having PayU being informed on that and without having received PayU s written ( ) permission. VII. With respect to its services, PayU undertakes to: 1. provide the PayU Services specified in the Agreement and in the present Merchant's T&C, throughout the period of the Agreement, with the stipulated terms of availability; 2. make the Merchant's Control Panel available to the Merchant; 3. ensure that the data displayed in the Merchant's Control Panel reflects an updated status information of the transactions. 9

10 4. make the latest version of the documentation of integration processes available to the Merchant. 5. receive the requests with respect to the transactions, including questions about the executability of the transactions, and to answer them at its own expense; 6. in case of a failure in scope of its operation, arrange for the rectification at its own expense; 7. operate a PayU customer service, which the Merchant can access free of charge; 8. send a Confirmation of Payment to the Customer via if the Customer has provided an address or if the Merchant provides the address of the Customer to PayU. VIII. Services Merchant s Rights, Obligations, Liabilities with respect to PayU 1. Merchant establishes the connection between the Online Point-of-Sale and the PayU Payment System according to the documentation of integration processes at it own expense and as soon as it is operational, notifies PayU without delay in an Merchant assures that the internet connection between the Online Point-of-Sale he operates and the PayU Payment System corresponds to the provisions of the documentation of integration processes, and also that Transactions may be initiated at the Online Point-of-Sale after having received the written ( ) permission of PayU on going live. Should the Merchant fail to keep the above provisions, all damages arising therefrom shall be borne him alone. 3. Merchant undertakes that subsequent to the receipt of the prevailing documentation of integration processes with the latest version number, establishes within reasonable time, the connection between the Online Point-of-Sale and the PayU Payment System accordingly. 4. Should the Merchant notice an anomaly in the operation of the PayU Payment System, it will notify PayU without delay, through the PayU customer service center or via The condition of using the PayU Service is the payment of the Connection Fee. 6. Merchant shall notify PayU of the Transactions which he finds suspicious with respect to fraudulent use of card data or Customer fraud and if necessary, and undertakes to 10

11 assist the investigation of suspicious transactions by supplying the required data when necessary. 7. PayU is operating a fraud monitoring system for the prevention and detection of credit card and purchase frauds and for minimizing any consequent losses. Merchant undertakes to supply to this system of the PayU, automatically, in compliance with the documentation of integration processes all data in connection with the purchase of the Customer, such as the data of the Customer, purchase, billing, delivery and the initiation of transaction. The minimum scope of required data is: name, phone number and address of the Customer and the details of the purchase. Customers are required to give their explicit consent to the transfer of such data, on the website of the Merchant. 8. Merchant shall cooperate in the resolution of claims arising from occasional customer complaint processes. This obligation of the Merchant shall prevail even after the termination of the Agreement. 9. Merchant undertakes to keep the amount of the Deposit deposited during the effect of the Agreement and following its termination for 180 days from the completion of the last transaction for the settlement of eventual posterior claims arising from a customer complaint process. 10. Merchant undertakes to initiate in case of authorized transactions the execution thereof and to monitor the status of these transactions on the Merchant's Control Panel at least once a working day. 11. Merchant undertakes to store all electronic and paper based data in connection with the Transactions for 5 years following the execution thereof and to hand these over to PayU within 3 working days upon receiving the written request from PayU. 12. Merchant declares and warrants that its operation does not infringe the prevailing law, or the legal interest of others or an international agreement, including the legislation or agreements on the confidentiality of data and the export of international telecommunication data, technical data or personal data in particular. 13. Merchant does not set a minimum or maximum limit for card payments and accepts them regardless of the amount of the given purchase price. 14. Merchant shall guarantee that Customers paying with bank card won t be affected by any disadvantage compared to Customers who pay with cash or by any other means (e.g. with cash on delivery). IX. Copyright with respect to PayU Services 11

12 1. Merchant acknowledges that the documentation of integration processes is the intellectual property of the PayU and a strictly confidential material containing business secrets. The software created on the basis of the documentation of integration processes is the property of the Merchant, however the Merchant may use these with the following restrictions. 2. Merchant receives a non-exclusive license to use the documentation of integration processes and agrees to use the software created on the basis of this documentation exclusively within its own scope of activity and for the purposes set out within the Agreement and the present Merchant's T&C. 3. Merchant acknowledges that the received documentation of integration processes are not to be handed over to a third party. 4. Issues not settled in the present Merchant's T&C, are governed by the provisions of the Act 76 of 1999 on Copyright. X. Settlement of Transactions 1. PayU undertakes to carry out the settlement of Transactions carried out via PayU Payment System, as well as to transmit the data of the transactions of the given Turnover period electronically and to transfer the total amount of the Transactions decreased by the Commission,, to the transactional bank account of the Merchant on the Settlement Day. 2. Merchant explicitly agrees that PayU does not pay interest between the day when the Transaction was carried out and the Settlement day, or any other date in the future. 3. In case of suspected fraudulent use of card data, Merchant fraud or Customer fraud, PayU is entitled to a) retain the amount of the suspicious transaction until the end of the investigation; b) suspend the PayU Services by immediate effect and to an indefinite period if this is assumed to be the best measurement to minimize the loss from future frauds; c) terminate PayU Services permanently if the rate of frauds reaches or exceeds 2% of the overall transactions. PayU excludes his liability for any damages (including profit loss) arising from the suspension or retention of the amount of transactions, because these measurements serve the interest of the Merchant as well. PayU notifies the Merchant about the above with no delay. 12

13 4. PayU notifies the Merchant about the status of the transactions executed through the PayU Payment System on the Merchant's Control Panel and consequently undertakes to signal on the Merchant's Control Panel the transfer of the amounts of the purchases of products or services to its transactional bank account. 5. PayU only includes the successfully authorized transactions which are not considered suspicious by PayU in its settlement. 6. Merchant shall cooperate in the resolution of claims arising from occasional customer complaint processes. Merchant shall vouch according to the provisions of the present Merchant's T&C, for the claims and disputed transactions vindicated by a third party against the PayU, in connection with the Agreement. The termination of the Agreement does not derogate from these obligations of the Merchant. 7. In course of settlement(s), prior to notifying the Merchant, PayU is entitled to deduct the following amounts fully or partially, depending on the availability of these amounts: a) the amount of the erroneous transfers or, if an incorrect amount had been transferred, the corrective amount; b) in case of multiple transfers, the undue amount; c) in case of a reimbursement or repurchase of products, the entire amount of the transaction; d) the amounts paid by PayU with respect to the customer complaints filed against the Merchant, deemed as rightful or not dismissible by PayU, including the amounts of the transactions disputed or submitted out of time; e) the amount specified in the customer's complaint if the Merchant, despite the written request of the bank, fails to supply the entire documentation of the transaction or a copy thereof; f) the amount of any punitive claim received by PayU within the punitive period specified and designated by the international credit card companies; PayU notifies the Merchant of the commence and the duration of this period; g) the full amount of the debt due to PayU by the Merchant with respect to the Agreement; h) the Monthly Fee, unless the Merchant has settled it by the deadline of payment. XI. Commissions, fees 1. The commissions and fees related to to the PayU Services (particularly but not exclusively the transaction commission, the Connection Fee, and the Monthly Fee) are specified in Annex 1 of the Agreement. 13

14 2. Before starting to use PayU Services, Merchant shall pay the Connection Fee. The transfer of the Connection Fee is the condition of the entry into force of the Agreement. Within 3 working days after the conclusion of the Agreement, PayU issues an invoice for the amount of the Connection Fee payable and sends it to the Merchant who shall transfer the specified amount to the transactional bank account of PayU within 3 (three) working days. PayU notifies the Merchant as soon as the Connection Fee is credited on its transactional bank account. 3 On the basis of the Agreement, PayU charges a Commission for each successful Transaction of the Merchant. PayU deducts the amount of the Commission from the amount to be transferred to the Merchant on the Settlement Day, and each month, till the 10 th business day of the given month issues an electronic invoice on the amount of Commission based on the successful Transactions of the prior month and sends it to the Merchant via to the address specified by the Merchant. The Merchant accepts that PayU issues the invoice in an electronic form and also accepts that in case the Transactions are made in foreign currency (i.e. not in HUF) the invoice shall contain the amount of Commission in HUF, calculated at the actual FX buying rate of the bank managing PayU s bank account on the day of invoice issuing. 4. Merchant undertakes not to shift the Commission to be paid by him, in any way to the Customer, and he guarantees to avoid any disadvantage concerning Customers who pay online by credit card compared to Customers who pay by any other means. 5. Should the payout be carried out on the Settlement Day by PayU in foreign currency (i.e. not in HUF) or to a bank account managed by a foreign financial institution, the amount shall be decreased according to the ever valid scale of fees* (Transfer fee) of the bank managing PayU s bank account. * Currently the scale of fees is the following: International HUF and foreign currency, transfer of foreign currency outside the bank International HUF and foreign currency, transfer of foreign currency outside the bank SEPA (EUR transfers within the EU, or to Norway, Switzerland, Liechtenstein, Monaco or Iceland) (electronically) EUR: 7 EUR, EUR: 15 EUR, above EUR: 25 EUR 5 EUR / item 6. Merchant expressly acknowledges that beside the above mentioned fee the bank managing the Merchant s bank account may deduct a further sum for crediting the amount transferred by PayU. The Merchant may get information on the exact rate/sum of such fee at his own bank managing the Merchant s bank account. XII. Complaint, and Settlement of Disputes 14

15 1. The purchase by credit card is a legal transaction between the Customer and the Merchant (as vendor), therefore PayU shall not participate in any legal dispute in connection with the purchased products or services, arisen between the Customer and the Merchant (including their claims against each other based on a breach of contract). PayU shall not participate in any dispute between the Merchant and the Customer concerning the purchase and PayU explicitly excludes all liability subsequent from these disputes, except if PayU deems it necessary to take part. 2. Merchant is obliged to give all information and assistance to PayU in connection with an eventual dispute between PayU and a Customer concerning Transactions. PayU retains the right to request the entire documentation of the Transaction from the Merchant within 5 (five) years from the date of the Transaction, in order to verify PayU Services having been performed and completed. Should the Merchant come to an understanding with the Customer or otherwise indemnify the Customer during the complaint procedure, it shall forthwith notify PayU and send the entire relating documentation to him. The obligations of the Merchant specified in this article shall prevail even after the termination of the Agreement. 3. In compliance with the regulations of international credit card companies, Merchant undertakes to make a written record (certificate) on receipt of all items of goods physically delivered as a result of a Transaction. This record should include the names of the Customer and the recipient, the number of the identification document of the recipient if it is available, as well as the place and date of the receipt. Merchant shall, upon request, submit this record to the PayU. If this record is not available and as a result, PayU suffers a financial loss, Merchant shall be liable for the damages. 4. Merchant has the right to file a written complaint referring to the transaction identification code/reference number, the amount and the date of the Transaction to PayU Customer Service with respect to not accounted or erroneously accounted Transactions upon the receipt of the Settlement Summary, without delay but not later than in 30 (thirty) days after the execution of the Transaction. Complaints filed after this deadline shall be rejected by PayU. PayU investigates the complaints duly filed and notifies the Merchant of the result within 30 days from the receipt thereof or, if a card issuer or an international credit card company needs to be involved in the procedure, PayU notifies the Merchant within 14 (fourteen) days from the deadline specified by the applicable regulations of the card issuer or the international credit card company and, depending on the result of the investigation, settles the complaint. 5. Should PayU suffer any costs, damages, or financial claims or be ordered by authorities or any organizations to pay penalties, fines or compensation in connection with the use of PayU Services and Transactions executed through the Merchant's Online Point-of-Sale, particularly but not exclusively as a consequence of the fraudulent use of card data, Merchant fraud, Customer fraud or any other abuses, Merchant undertakes to authorize PayU to charge the amount of such payment obligations to the Merchant. For this purpose Merchant agrees to place a 15

16 Deposit, in the amount and manner determined in the Agreement, and by the deadline specified therein, in order to enable PayU to collect the amounts of the above mentioned payment obligations up to the amount of the Deposit from the Deposit account specified in the Merchant Agreement on PayU Services. The amount of the Deposit cannot be refunded to the Merchant before 180 days from the execution of the last successful transaction. Should PayU notify the Merchant that the amount of the Deposit does not cover the penalties, fines, compensations or other payment obligations of PayU arising in connection with the use of PayU Services particularly but not exclusively as a consequence of the fraudulent use of card data, Merchant fraud, Customer fraud or any other abuses, Merchant agrees to increase the amount of Deposit with the amount specified in the notice received from PayU within 15 days from the receipt thereof. PayU undertakes to notify the Merchant without delay in a written form, upon the arising of an above detailed payment obligation with respect to costs, damages or other compensations, and attaches a copy of the document which verifies the fulfillment of the payment obligation. The amount of Deposit shall be revised by PayU every 6 (six) months. In case of a chargeback, if the Merchant considers the complaint of the Customer not rightful (unsubstantiated), he is entitled to initiate the necessary procedure for the investigation of the case (report a crime, file a claim for damages, etc.). PayU shall, upon the written request of the Merchant, give all documents essential for the purpose of investigation to the Merchant. 6. After the termination of the Agreement, Merchant shall be liable for the payment of the amounts charged to PayU as an outcome of the chargeback process, but not having been reimbursed to him, for 180 days from the execution of the last Transaction. 7. Should the Merchant fail to fulfill its payment obligations towards PayU, within 15 days from the receipt of PayU s notice, PayU is entitled to assign its claim to a debt management company in cooperation with PayU, in order to achieve recovery. XIII. General provisions with respect to the cessation or the termination of the Agreement 1. Upon the cessation or termination of the Agreement for whatever reason, the present Merchant's T&C regulating the legal relationship between the Parties shall cease to be in force as well. 2. The termination of the Agreement for whatever reason does not affect the obligations of the Parties in relation with the transactions executed before the termination of the Agreement or the obligations which prevail after the term of the Agreement. 16

17 3. The Merchant is obliged to fulfill its later payment obligations which may arise within the term of limitation towards PayU, in 8 (eight) days after the receipt of PayU s notice. 4. Merchant is obliged to handle all data and information relating to the personality of the Customer using the Online Point-of-Sale lawfully and maintain these data in confidence during and after the term of the Agreement without limitation in time, irrespective of the types of data or information in question. Should the Merchant fail to fulfill these obligations of his, it shall be considered as a major breach of the Agreement. Merchant has full financial liability for the damages suffered by PayU, the Customer or the credit institution operating the Center of Authorization arising by the non-fulfillment of such obligations. 5. PayU reserves the right to initiate an inquiry at any time, at its own cost in order to determine whether the computer technology, data registry system, the office building or commercial premises of the Merchant or the person(s) in contractual relationship with the Merchant involved in any way in the process of receiving credit card data is compliant with the regulations of the international credit card companies with respect to safe data storage and data management. Should the conduct of the Merchant with respect to safe data storage fail to comply with the regulations of the international credit card companies, Pay U is has the right to charge the Merchant all its subsequent financial damages as well as the penalties imposed on it by the international credit card companies and to terminate the Agreement with immediate effect as a result of this material breach of contract. 6. In case of termination of the Agreement irrespective of its cause or legal ground, the Merchant is obliged to remove all signs usage of PayU Payment System from the Online Point-of-Sale with immediate effect. 7. The Merchant is liable for all damages suffered by PayU and obliged to reimburse all costs, fees, penalties and damages arising by the fact that the Merchant did not carry out the removal of the signs indicating the usage of PayU Payment System from the Online Point-of-Sale at all, or by the fact that he did not fulfill this obligation of his in full and/or on time. XIV. Termination with notice 1. Both Parties are entitled to terminate the Agreement with a written notice addressed to the other Party without a specific notice period, in which case such notice comes into effect after the completed settlement of pending Transactions. 2. Regarding the existence, the amount and the maturity of Merchant s payment obligations, the register of PayU shall govern. 17

18 3. Merchant shall ensure that no further Transactions to be made on the Online Pointof-Sale after the date of termination, respectively the date of cessation. PayU shall, irrespective of the termination of the Agreement carry out the payouts of unsettled Transactions executed before the date of termination. XV. Termination without notice 1. In case of a material breach of Agreement by either Party, the other Party may terminate the Agreement with immediate effect by a written notice addressed to the other Party. In particular, the following circumstances shall be deemed as material breach of Agreement: a) the material breach of any of the substantial obligations prescribed by the Agreement or any documents forming an integral part of it and/or the present Merchant's T&C by the Merchant; b) if Merchant causes the malfunction of PayU Services or fails to implement the necessary modifications as suggested by PayU in order to repair the malfunctions, within 3 (three) days from the receipt of the relevant suggestions of PayU; c) if Merchant impairs the business reputation of PayU by its activity in relation with PayU Services, or if there are reasonable grounds for suspecting that the unlawful and/or negligent conduct of the Merchant has led to abuse or fraudulent use of card data; d) if the rate of transactions ended up in complaints/abuses in the given month exceeds 30% of the total number of transactions realized by the Merchant in the previous month, and the business activity or the negligent and/or unlawful conduct of the Merchant indicates that this rate is likely to remain similar in the future; e) if PayU does not settle the transactions within 14 days after the Settlement Day despite the written notice sent by the Merchant containing a 7 days deadline, except for the cases specified in the Agreement or the present Merchant's T&C; f) if a shutdown of PayU Payment System exceeds the period of 7 days, for reasons imputable to PayU and without the Merchant being notified in writing at least 24 hours before the shutdown. 18

19 2. PayU is entitled to terminate the Agreement with immediate effect in case of an event or a series of events occurs which in the opinion of PayU may affect the Merchant s intention to fulfill its obligations arising from the Agreement and/or the present Merchant's T&C and particularly its payment obligations. 3. PayU is entitled to terminate the Agreement with immediate effect if an international credit card company and/or the credit institution operating the Center of Authorization calls him to do so. 4. The breach of the obligations specified in article IX. of the present Merchant's T&C and of the obligation of confidentiality under the article XVIII/4. of the present Merchant's T&C is considered as major breach of contract and may result in the termination of the Agreement with immediate effect. 5. PayU is entitled to terminate the Agreement with immediate effect if the Merchant fails to notify PayU in written on the modification of its scope of activity or a change in its supply of products or scope of services within 15 days from the change, or if its chosen scope of activity is not compatible with the business policy of PayU. 6. PayU is entitled to terminate the Agreement with immediate effect in writing, upon the proposal, request or notice of any of the organizations protecting the consumer community e.g. MNB (National Bank of Hungary), PSZÁF (Hungarian Financial Supervisory Authority) or international credit card companies. XVI. Mutual consent Parties agree that they are entitled to terminate the Agreement by mutual consent at any time in writing, upon the initiation of either Party. XVII. Contracted contributors, data management, data protection, responsibility 1. Merchant acknowledges that for the purpose of the authorization and execution of transactions PayU enlists the services of a third party who shall be considered as a contributor of PayU. PayU is responsible for the conduct of the contributor as if it was the conduct of PayU. 2. PayU is entitled to put the data of the Merchant on a debarment list (ban list) maintained by international credit card companies and PayU, in compliance with the regulations of the international credit card companies, in case PayU suffers damages in connection with fraudulent use of card data by any of the parties associated with the PayU Services, with other abuses, with causes imputable to the employees of the 19

20 Merchant, fraudulent transactions, illegal delivery of data or illicit data management if the damages are caused by conducts imputable to the Merchant. 3. Merchant undertakes for the purpose of sufficient data safety, to adopt a regulation and a procedure for data protection and data management and to control the implementation of these every year. 4. Merchant acknowledges that PayU is entitled to record the phone conversations between the Merchant and PayU, and to use them in case of disputes. 5. Merchant undertakes to refrain from collecting and storing card data in any form on its own interface. Should PayU suffer any financial loss which can be incontrovertibly traced back to the duplication of the transaction on Online Point-of-Sale, fraudulent transaction, illegal delivery of data or unauthorized obtaining of data (e.g. collection of card data or PIN code) Merchant is liable for the damages suffered by PayU. The fact of obtaining data on the Online Point-of-Sale is considered to be substantiated by the Parties if the comparison of the turnover figures of the bank cards used for the fraudulent transactions reveals Online Point-of-Sale as the only common point. XVIII. Miscellaneous 1. Should the operation of Online Point-of-Sale be suspended for a period exceeding 1 month, whatever its causes may be (seasonal operation, restructuring, holidays, etc.), Merchant undertakes to notify PayU of this suspension at least 8 days in advance, indicating the scheduled date for resuming operations. 2. Merchant is required to inform PayU of any change in its data in writing within 2 working days. Failure to do so renders the Merchant liable for the damages. 3. Merchant explicitly consents that PayU registers and uses its data in compliance with the Hungarian and international legislation and the regulations of the international credit card companies. Merchant also explicitly consents that its data available to PayU may be submitted by PayU to the international credit card companies and the credit institution carrying out the Authorization procedure. 4. The Agreement and its fulfillment may result in revealing business and bank secrets of PayU and the Merchant, therefore the Parties undertake to consider all data with respect to the Agreement and its fulfillment as confidential and do not disclose these to a third party or the public. This obligation of confidentiality prevails after the expiry or the termination of the Agreement without a time-limit. 5. Merchant is required to provide the necessary conditions for the accessibility of the PayU Payment System through the Online Point-of-Sale as specified in the Appendix 3 of the Agreement. 20

21 6. Merchant is required to place the materials submitted by PayU and designed to support the internet traffic on the Online Point-of-Sale and is entitled to publish the contact details of the PayU Payment System in its advertisements. 7. Merchant undertakes to sell only the products, product types and/or services listed in the Merchant Agreement on PayU Services. Merchant is required to notify PayU in writing of its intention to modify the scope of products, type of products and/or services offered. Before implementing this modification, Merchant shall obtain the explicit written consent of PayU. 8. Merchant covenants that it refrains from selling any products or services through te Online Point-of-Sale which may injure the reputation of PayU and infringes the regulations of the international credit card companies or the credit institution operating the Center of Authorization (e.g. adult content, drugs, weapons, gambling activities, illegal trade, etc.). Merchant acknowledges that if the scope of its online activity changes subsequent to the entry into effect of the Agreement, or if its activity, products and/or services are considered by PayU to threaten its reputation, its conduct constitutes a major breach of the present Merchant's T&C and the Agreement and therefore PayU is entitled to terminate the Agreement with immediate effect and to claim reimbursement from the Merchant for the damages incurred. 9. Merchant undertakes to use PayU Service exclusively for its trade on the Online Pointof-Sale(s) (URL) specified in the Merchant Agreement on PayU Services. Merchant shall notify PayU in writing of its intention to modify the internet address(es) of the Online Point-of-Sale(s). Before implementing the modification of this internet address, Merchant shall obtain the specific written consent of PayU. 10. Merchant acknowledges that in the event of reaching the amount of USD of yearly turnover realized by Master Card payments, the credit institution operating the Center of Authority may require the conclusion of a separate agreement with the Merchant irrespective of the use of PayU Services. 11. Should the Merchant intend to use the PayU Services on other Online Point-of-Sale(s) (URL) than the one(s) specified in the Merchant Agreement on PayU Services, it should confirm it in a written statement made to PayU. Before the use of PayU Services on new Online Point-of-Sale(s), the Merchant shall obtain the explicit written consent of PayU. 12. Merchant undertakes to place the logo of PayU linking to the website of PayU ( in a visible position on the website hosting the Online Point-of-Sale, free of charge. Merchant keeps providing this opportunity for PayU as long as the Agreement between the Parties is in effect or until PayU requires the termination of this in writing. Merchant acknowledges that it may not use this logo for any other 21