Indemnity & Risk Disclosure Agreement

In this Agreement, the following definitions apply unless the context otherwise requires:

“Acquiring Bank” means the licensed financial institution that acquires the Merchant's card transactions, holds funds pending settlement, and releases those funds to the PSP for onward disbursement to the Merchant. The Acquiring Bank is a third party, independent of the PSP, and is not a party to this Agreement.

“Card Scheme” means Visa, Mastercard, American Express, JCB, UnionPay, and any other payment card network applicable to the Merchant's processing.

“Card Scheme Penalty” means any fine, assessment, penalty charge, programme fee, monitoring fee, or financial sanction imposed by any Card Scheme on the PSP or the Acquiring Bank as a result of the Merchant's processing activity, including but not limited to: MCC miscoding fines; Chargeback programme fees (including Visa Dispute Monitoring Programme and Mastercard Excessive Chargeback Programme); fraud programme assessments; PCI DSS violation fines; transaction laundering fines; and any other scheme-level financial penalty.

“Chargeback” means any reversal of a Transaction initiated by a Cardholder's issuing bank, the Card Scheme, or the Acquiring Bank, regardless of cause or outcome.

“Disbursement” means the transfer of settled Transaction funds from the PSP to the Merchant's designated bank account, which can only occur after the PSP has received cleared funds from the Acquiring Bank.

“Investigation Period” means the period of thirty (30) to ninety (90) days or such longer period as may be required by any Card Scheme, Acquiring Bank, regulator, or law enforcement authority, during which Transactions, MIDs, or settlement funds may be suspended, withheld, or frozen pending investigation of any compliance, risk, fraud, MCC, Chargeback, or penalty event.

“MCC” means the Merchant Category Code assigned to the Merchant's MID by the Acquiring Bank and Card Scheme, which determines the category of goods or services the Merchant is authorised to process.

“MCC Miscoding” means the act or omission of routing Transactions through a MID under an MCC that does not accurately describe the goods or services underlying those Transactions, whether intentional or negligent.

“MID” means the Merchant Identification Number issued to the Merchant by the Acquiring Bank through the PSP, which authorises the Merchant to accept card payments under a specified MCC, geography, and transaction profile.

“Payment Ecosystem” means the complete chain of parties and systems involved in processing a Transaction, including but not limited to: the Merchant, the PSP, the Acquiring Bank, Card Schemes, issuing banks, payment gateways, fraud vendors, 3DS providers, settlement banks, correspondent banks, and regulatory bodies.

“PSP Losses” means all fines, penalties, Card Scheme assessments, Chargeback losses, reserve shortfalls, legal costs, regulatory costs, professional fees, reputational losses, investigation costs, and any other financial harm suffered by the PSP arising from or connected to the Merchant's processing activity.

“Rolling Reserve” means funds withheld by the PSP from the Merchant's settlements as security against PSP Losses, Chargebacks, Card Scheme Penalties, and other Merchant liabilities.

“Settlement Funds” means Transaction proceeds received by the PSP from the Acquiring Bank, net of Fees, Chargebacks, reserves, and deductions, available for Disbursement to the Merchant.

“Suspension Event” means any event that causes the PSP to suspend, withhold, freeze, or delay a Disbursement or MID access, including but not limited to: a Card Scheme investigation; an Acquiring Bank instruction; an MCC miscoding event; elevated Chargeback activity; suspected fraud or money laundering; regulatory investigation; or receipt of a Card Scheme Penalty notice.

“Transaction” means any card payment, authorisation, capture, refund, or reversal processed through the Merchant's MID.

2.1 This Agreement supplements and forms part of the Merchant Service Agreement between the Parties. In the event of any conflict between this Agreement and the Merchant Service Agreement, the terms most protective of the PSP shall prevail.

2.2 The purpose of this Agreement is to: (a) ensure the Merchant has full, unambiguous, and documented understanding of the structure of the Payment Ecosystem and the PSP's role within it; (b) set out the Merchant's unconditional indemnity obligations; (c) establish the PSP's absolute defences against claims arising from Acquiring Bank delays, Card Scheme actions, Investigation Periods, and MCC events; and (d) record the Merchant's acknowledgement of all risks associated with high-risk payment processing before services commence.

2.3 The Merchant confirms it has sought, or was given the opportunity to seek, independent legal and financial advice prior to executing this Agreement.

The Merchant irrevocably acknowledges, accepts, and agrees that it has been fully informed of the following facts regarding the structure and operation of the Payment Ecosystem:

3.1 The Merchant acknowledges that the PSP is not the source of Transaction funds. All Settlement Funds originate from the Acquiring Bank and must be received by the PSP before any Disbursement to the Merchant can occur. The PSP has no obligation whatsoever to fund Disbursements from its own resources if the Acquiring Bank has not released the corresponding funds.

3.2 The Merchant acknowledges that the PSP acts as an intermediary between the Acquiring Bank and the Merchant. The PSP does not hold, guarantee, or insure the Merchant's funds at any point. The Merchant's right to receive Settlement Funds is entirely contingent upon the Acquiring Bank releasing those funds to the PSP, free of any hold, freeze, or deduction.

3.3 The Merchant acknowledges that the Acquiring Bank is a fully independent third party over which the PSP exercises no control, authority, or influence. The PSP cannot compel the Acquiring Bank to release funds, accelerate settlements, or reverse any hold, freeze, or deduction applied by the Acquiring Bank.

3.4 The Merchant acknowledges that Card Schemes (Visa, Mastercard, and others) are independent regulatory and commercial bodies. Card Scheme Rules govern the entire Payment Ecosystem and take precedence over any commercial arrangement between the Merchant and the PSP. Card Schemes have the authority to impose fines, penalties, programme fees, and sanctions on the PSP and Acquiring Bank as a result of the Merchant's processing activity, and those costs will be passed through to the Merchant without limitation.

3.5 The Merchant acknowledges that investigations arising from any Suspension Event — including MCC miscoding, Chargeback threshold breaches, fraud alerts, or regulatory inquiries — routinely take between thirty (30) and ninety (90) days to resolve, and may in certain cases take significantly longer. During any Investigation Period, the PSP has no ability to release funds or restore MID access until the investigation is formally concluded and the Acquiring Bank or Card Scheme authorises resumption.

3.6 The Merchant acknowledges that multiple independent investigations may run concurrently across different layers of the Payment Ecosystem. For example, a single event may simultaneously trigger: a Card Scheme investigation; an Acquiring Bank compliance review; a PSP-level risk assessment; and a potential regulatory inquiry. Each investigation operates on its own timeline and the PSP has no authority to override or accelerate any of them.

3.7 The Merchant irrevocably accepts that any delay in Disbursement caused by the Acquiring Bank, Card Scheme, regulator, or any other third party in the Payment Ecosystem does not constitute a breach by the PSP of any obligation to the Merchant, and the Merchant waives all claims against the PSP arising from such delays.

4.1 Every MID issued to the Merchant is approved by the Acquiring Bank and Card Schemes for a specific and defined MCC, transaction type, geographic scope, volume range, and average ticket size. These parameters are not suggestions. They are binding conditions of the MID's operation and form the basis upon which the Acquiring Bank and Card Schemes have approved the processing relationship.

4.2 The Merchant shall at all times ensure that every Transaction processed through each MID: (a) relates exclusively to goods or services accurately described by the MCC assigned to that MID; (b) falls within the approved geographic scope; (c) falls within the approved transaction value limits; (d) is consistent with the business description, website, and product information provided to the PSP during underwriting; and (e) reflects a genuine, authorised sale of the Merchant's approved products or services.

4.3 MCC Miscoding — whether deliberate or negligent — constitutes one of the most serious violations in the Payment Ecosystem. Card Schemes treat MCC Miscoding as a fundamental breach of their rules. It enables merchants to circumvent risk controls, volume monitoring, and regulatory screening, and exposes the PSP and Acquiring Bank to regulatory sanctions. Accordingly, the Merchant shall bear sole, full, and unconditional financial liability for all consequences of any MCC Miscoding event, including all Card Scheme Penalties, Acquiring Bank fines, PSP investigation costs, and consequential losses.

4.4 Upon detection or notification of a suspected or confirmed MCC Miscoding event, the PSP shall be entitled immediately and without prior notice to: (a) suspend the affected MID(s); (b) suspend all Disbursements associated with the affected MID(s); (c) increase the Rolling Reserve to one hundred percent (100%) of all Transaction proceeds pending investigation; (d) terminate this Agreement and the Merchant Service Agreement; and (e) report the event to the relevant Card Schemes, Acquiring Bank, and regulatory authorities.

4.5 The Merchant acknowledges that Card Scheme Penalties for MCC Miscoding are issued to the PSP or Acquiring Bank as the registered programme participants. However, the Merchant is the ultimate beneficiary of the processing and is solely responsible for the conduct that gives rise to such penalties. Therefore, all Card Scheme Penalties arising from MCC Miscoding attributable to the Merchant shall be passed through to the Merchant in full, plus an administrative surcharge of fifteen percent (15%) of the penalty amount, within five (5) business days of the PSP receiving the penalty notice.

4.6 The Merchant understands and accepts that a single MCC Miscoding event can result in: (a) immediate MID suspension; (b) permanent loss of the MID and inability to obtain a replacement; (c) Card Scheme Penalties of up to USD 100,000 or more per event, depending on the Card Scheme and severity; (d) programme enrolment fees of thousands of dollars per month; (e) suspension of all Settlement Funds for the full Investigation Period; (f) permanent blacklisting across the Acquiring Bank's merchant portfolio; and (g) placement of the Merchant's principals on Card Scheme risk registries.

4.7 The Merchant shall not process Transactions from any website, URL, or business line not expressly approved and registered with the PSP. Processing from unregistered URLs or for undisclosed business lines constitutes MCC Miscoding and shall incur the full consequences set out in this Clause 4.

4.8 The Merchant shall not use any single MID to process Transactions on behalf of any undisclosed third party, related entity, or sub-merchant. Such conduct constitutes transaction laundering, which is treated by Card Schemes as the most serious category of processing violation and can result in permanent disqualification from the card payment ecosystem.

5.1 The Merchant irrevocably acknowledges and accepts, as a fundamental and non-negotiable condition of this Agreement, that: the PSP's obligation to make Disbursements to the Merchant is wholly conditional upon and subordinate to the PSP first receiving cleared Settlement Funds from the Acquiring Bank. The PSP has no obligation — express, implied, or statutory — to make any Disbursement that it has not itself received from the Acquiring Bank.

5.2 The PSP shall not be liable to the Merchant for any of the following, regardless of cause, duration, or impact on the Merchant's business:

• any delay by the Acquiring Bank in releasing Settlement Funds to the PSP, whether caused by the Acquiring Bank's internal processes, risk controls, regulatory obligations, Card Scheme instructions, system failures, or any other reason;
• any hold, freeze, reduction, or forfeiture of Settlement Funds applied by the Acquiring Bank;
• any deduction made by the Acquiring Bank from Settlement Funds in respect of Chargebacks, fines, penalties, programme fees, or other amounts;
• any suspension, restriction, or termination of the Merchant's MID by the Acquiring Bank;
• the Acquiring Bank's refusal to release Settlement Funds pending the outcome of any investigation;
• the Acquiring Bank's failure to release funds due to the Merchant's failure to comply with Acquiring Bank requirements;
• any other act, omission, decision, or obligation of the Acquiring Bank that results in delayed, reduced, or withheld Disbursements.

5.3 In the event the Acquiring Bank withholds, freezes, or deducts from Settlement Funds for any reason, the PSP's obligation to Disburse to the Merchant is suspended pro rata and for the same duration as the Acquiring Bank's withholding. The PSP shall notify the Merchant of the Acquiring Bank's action as soon as reasonably practicable, but the absence of timely notification shall not create any liability for the PSP.

5.4 The Merchant waives, unconditionally and irrevocably, all claims, demands, actions, or proceedings against the PSP arising from: (a) the Acquiring Bank's delay in releasing Settlement Funds; (b) the Acquiring Bank's partial or total withholding of Settlement Funds; (c) the Acquiring Bank's termination of the Merchant's MID; or (d) any other action taken by the Acquiring Bank in respect of the Merchant's account.

5.5 The Merchant acknowledges that Acquiring Banks routinely conduct due diligence, risk reviews, and compliance audits that may result in settlement delays of up to sixty (60) days or more, even in the absence of any specific violation by the Merchant. Such delays are an inherent feature of high-risk payment processing and the Merchant accepts this risk entirely.

5.6 The Merchant shall not, under any circumstances, initiate legal proceedings, arbitration, or regulatory complaints against the PSP in respect of settlement delays caused by the Acquiring Bank. Any such action shall itself constitute a material breach of this Agreement, entitling the PSP to terminate all services immediately and to seek damages and costs from the Merchant.

6.1 The Merchant irrevocably acknowledges that investigations triggered by any Suspension Event — including MCC Miscoding, Chargeback threshold breaches, fraud alerts, suspicious transaction patterns, regulatory inquiries, Card Scheme audits, or Acquiring Bank compliance reviews — may take between thirty (30) and ninety (90) days to resolve and may in complex cases take significantly longer. This is an inherent and unavoidable feature of the multi-layered Payment Ecosystem and is not within the PSP's control.

6.2 During any Investigation Period, the following actions may be taken simultaneously and without prior notice by the PSP, the Acquiring Bank, or any Card Scheme:

• immediate suspension of one or more of the Merchant's MIDs;
• complete suspension of all Disbursements to the Merchant;
• freeze of all Settlement Funds held by the PSP or the Acquiring Bank in respect of the Merchant's account;
• increase of the Rolling Reserve to up to one hundred percent (100%) of all Transaction proceeds;
• imposition of enhanced monitoring, reduced transaction limits, or geographic restrictions;
• enrolment of the Merchant in a Card Scheme monitoring programme with associated fees;
• withholding of previously settled amounts if Chargebacks or Card Scheme Penalties are received after settlement;
• referral of the Merchant's information to Card Scheme risk registries.

6.3 The PSP shall not be liable to the Merchant for any of the following consequences occurring during or as a result of an Investigation Period: (a) inability to process new Transactions; (b) delayed Disbursements; (c) withheld Settlement Funds; (d) loss of business revenue; (e) reputational harm; (f) inability to meet the Merchant's own financial obligations to third parties; or (g) any other direct, indirect, or consequential loss of any nature.

6.4 The Merchant acknowledges that multiple independent investigations may run simultaneously across different levels of the Payment Ecosystem following a single Suspension Event. Each investigation — whether conducted by the Card Scheme, Acquiring Bank, PSP, a forensic investigator, a regulator, or law enforcement — operates independently and on its own timeline. The PSP has no authority to conclude, accelerate, or influence any investigation conducted by a third party.

6.5 The Merchant accepts that even where the PSP's own investigation concludes that the Merchant's conduct was compliant, funds may remain frozen if the Card Scheme or Acquiring Bank investigation is ongoing. Final clearance of funds requires the explicit approval of the Acquiring Bank and, where applicable, the relevant Card Scheme. The PSP cannot release funds that the Acquiring Bank has not released to it, regardless of the PSP's own assessment.

6.6 Upon the conclusion of an Investigation Period, if it is determined that the Merchant is liable for Card Scheme Penalties, Chargeback losses, or other amounts, those amounts shall be deducted from the Merchant's withheld funds before any Disbursement. If the withheld funds are insufficient to cover the liability, the Merchant shall pay the shortfall to the PSP immediately upon demand.

6.7 The Merchant agrees that it has been fully informed of the Investigation Period risk and that it accepts this risk as an inherent and unavoidable feature of high-risk payment processing. The Merchant has made its own independent assessment of this risk and has not been induced to enter this Agreement by any representation that investigations will be resolved quickly or that funds will be available within any specific timeframe.

7.1 The Merchant accepts full, unconditional, and unlimited financial liability for every Chargeback arising from Transactions processed through its MIDs, regardless of the reason for the Chargeback, the outcome of any dispute, or any argument that the Transaction was genuine or authorised.

7.2 All Chargeback amounts shall be deducted from the Merchant's Settlement Funds or Rolling Reserve without prior notice. Where Settlement Funds and Rolling Reserve are insufficient to cover Chargebacks, the Merchant shall pay the shortfall to the PSP within five (5) business days of demand, without set-off, deduction, or counterclaim.

7.3 In addition to the face value of each Chargeback, the Merchant shall pay: (a) the Chargeback fee specified in the Merchant Service Agreement's fee schedule; (b) all Card Scheme Penalties and programme fees imposed on the PSP or Acquiring Bank as a result of the Chargeback event; (c) all forensic investigation costs where a data breach or fraud event contributes to Chargeback activity; and (d) a fifteen percent (15%) administrative surcharge on all Card Scheme Penalties passed through to the Merchant.

7.4 The Merchant shall maintain its monthly Chargeback ratio below one percent (1.0%) of total Transactions by count, and below one percent (1.0%) by value. Breaching these thresholds triggers Card Scheme monitoring programmes with escalating fees and penalties, for all of which the Merchant is exclusively liable.

7.5 Where Chargeback activity by the Merchant results in the PSP's own Card Scheme programme scores being affected, the Merchant acknowledges that this creates systemic risk across the PSP's entire merchant portfolio. The Merchant shall indemnify the PSP for all programme management costs, enhanced monitoring fees, and risk mitigation expenses incurred by the PSP as a result of the Merchant's Chargeback activity.

8.1 Card Scheme Penalties are issued to the PSP or Acquiring Bank as registered programme participants. However, as between the PSP and the Merchant, all Card Scheme Penalties arising from the Merchant's processing activity are the Merchant's exclusive financial liability and shall be passed through to the Merchant in full.

8.2 Card Scheme Penalties shall be passed through to the Merchant regardless of: (a) whether the PSP had any knowledge of the conduct giving rise to the penalty; (b) whether the PSP took any action to prevent the conduct; (c) the amount of the penalty; (d) the timing of the penalty notice; or (e) whether the Merchant disputes liability for the underlying conduct.

8.3 Categories of Card Scheme Penalties for which the Merchant is exclusively liable include, without limitation:

• MCC Miscoding fines — imposed when Transactions are routed under an incorrect merchant category code;
• Chargeback programme fees — Visa Dispute Monitoring Programme (VDMP) and Mastercard Excessive Chargeback Programme (ECP) monthly assessments;
• Fraud programme fees — Visa Fraud Monitoring Programme (VFMP) and Mastercard Excessive Fraud Merchant (EFM) programme fees;
• Transaction laundering penalties — the most severe category of Card Scheme fine, often exceeding USD 100,000 per event;
• PCI DSS non-compliance penalties — monthly fines for failure to maintain required data security standards;
• Data compromise event costs — card replacement costs, forensic investigation fees, and fraud losses;
• Registration and compliance violation fees;
• Any other financial sanction imposed by any Card Scheme arising from the Merchant's processing activity.

8.4 Upon receipt of a Card Scheme Penalty notice, the PSP shall provide the Merchant with: (a) a copy of the penalty notice; (b) a written demand for the penalty amount plus the applicable administrative surcharge; and (c) a payment deadline of five (5) business days. Failure to pay within this deadline shall entitle the PSP to immediately suspend all Services, deduct the amount from the Rolling Reserve or Settlement Funds, and initiate legal proceedings for recovery.

8.5 The Merchant acknowledges that the PSP has no discretion to waive, reduce, negotiate, or dispute Card Scheme Penalties on the Merchant's behalf once those penalties have been formally assessed by the Card Scheme. The PSP is contractually obligated to pay Card Scheme Penalties and will pass them through to the Merchant without modification.

8.6 Where Card Scheme Penalties remain unpaid by the Merchant after the demand period, interest shall accrue on the outstanding amount at the rate of two percent (2%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until full payment.

9.1 The PSP shall withhold a Rolling Reserve from the Merchant's Transaction proceeds at the rate and for the duration specified in the Merchant Service Agreement. The Rolling Reserve is held as security against PSP Losses, Chargebacks, Card Scheme Penalties, fraud losses, investigation costs, and all other actual or contingent liabilities of the Merchant.

9.2 The PSP may, at its sole discretion and without prior notice, increase the Rolling Reserve percentage or cumulative cap at any time in response to: (a) elevated Chargeback ratios; (b) an MCC Miscoding event or investigation; (c) a Fraud Monitoring Programme enrolment; (d) Acquiring Bank instructions; (e) Card Scheme requirements; (f) a regulatory investigation; or (g) any material deterioration in the Merchant's risk profile.

9.3 In the event of any Suspension Event, the PSP may increase the Rolling Reserve to one hundred percent (100%) of all Transaction proceeds for the full duration of the Investigation Period and for a period of not less than six (6) months following the conclusion of any investigation.

9.4 Rolling Reserve funds may be applied by the PSP at any time, without further notice or consent, to cover: Chargebacks; Card Scheme Penalties and associated surcharges; refunds and disputes; unpaid Fees; indemnity payments; investigation costs; and any other amounts owed by the Merchant to the PSP under any agreement.

9.5 The Rolling Reserve shall be retained by the PSP for a period of not less than one hundred eighty (180) days following the termination or expiry of the Merchant Service Agreement, or for such longer period as may be required to satisfy outstanding claims, Chargebacks, Card Scheme Penalties, or investigations. The PSP may retain the Rolling Reserve indefinitely if any investigation, claim, or dispute remains unresolved.

9.6 No interest shall accrue on Rolling Reserve funds. The Rolling Reserve is not the Merchant's property until formally released by the PSP following satisfaction of all obligations. The Merchant shall not have any right to set off the Rolling Reserve against any amount claimed from the PSP.

9.7 The Rolling Reserve does not cap or limit the Merchant's total financial liability. If PSP Losses exceed the Rolling Reserve, the Merchant shall pay the shortfall immediately upon demand, without set-off or counterclaim.

10.1 The Merchant shall fully, unconditionally, immediately, and without limitation indemnify, defend, and hold harmless the PSP and its directors, officers, employees, shareholders, affiliates, Acquiring Bank partners, Card Scheme relationship managers, legal advisers, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all PSP Losses arising out of or in connection with any of the following:

10.2 The Merchant's indemnification obligation under this Clause 10 is unconditional, unlimited, and is not subject to any cap, deductible, or liability limitation. It is not reduced by the existence or amount of the Rolling Reserve, the Merchant's insurance coverage, or any contribution from any third party.

10.3 The indemnification obligation survives the termination or expiry of this Agreement and of the Merchant Service Agreement indefinitely, for any Losses that arise from or relate to conduct during the term of the Merchant's processing relationship with the PSP.

10.4 Where the PSP seeks indemnification, it shall provide the Merchant with written notice and reasonable details of the claim. The Merchant shall respond within five (5) business days with its position and shall pay undisputed amounts immediately upon demand.

10.5 The PSP shall have the right, but not the obligation, to assume exclusive control of any dispute, claim, or proceedings subject to this indemnity. The Merchant shall not settle any claim that involves the PSP or that could affect the PSP's interests without the PSP's prior written consent.

11.1 Upon the occurrence of any of the following events, the PSP shall be entitled immediately and without prior notice to exercise all or any of the rights set out in Clause 11.2:

• any actual or suspected MCC Miscoding event;
• Chargeback ratio exceeding 1.0% in any calendar month;
• enrolment in any Card Scheme monitoring programme;
• any Card Scheme Penalty notice received by the PSP attributable to the Merchant;
• any breach of the Merchant Service Agreement or this Agreement;
• any Acquiring Bank instruction to suspend or terminate the Merchant's MID;
• any actual or suspected fraud, money laundering, or regulatory violation;
• any insolvency event, cessation of trading, or appointment of an insolvency practitioner;
• failure to pay any amount due to the PSP within the required period;
• any material change to the Merchant's business without PSP notification;
• any false or misleading statement made by the Merchant to the PSP at any time.

11.2 Upon the occurrence of any event in Clause 11.1, the PSP may: (a) immediately suspend one or more or all MIDs; (b) immediately suspend all Disbursements; (c) increase the Rolling Reserve to 100% of Transaction proceeds; (d) apply Rolling Reserve and all withheld funds to outstanding PSP Losses without further notice; (e) terminate the Merchant Service Agreement and this Agreement; (f) demand immediate payment of all amounts owed by the Merchant; (g) commence legal proceedings for recovery of all PSP Losses; (h) report the event to Card Schemes, the Acquiring Bank, regulatory authorities, and law enforcement; and (i) place the Merchant and its principals on the PSP's internal risk registry and, where required, on Card Scheme risk registries.

11.3 The PSP's exercise of any right under this Clause 11 shall not constitute a waiver of any other right and shall not limit the PSP's ability to pursue any other remedy available at law, in equity, or under contract.

12.1 To the maximum extent permitted by applicable law, the PSP shall not be liable to the Merchant for:

• any indirect, special, consequential, punitive, or exemplary loss or damage of any nature;
• loss of profits, loss of revenue, loss of business, loss of opportunity, or loss of goodwill;
• delays, interruptions, or failures in Disbursement caused by the Acquiring Bank, Card Schemes, or any other third party in the Payment Ecosystem;
• suspension or termination of any MID by the Acquiring Bank or Card Scheme;
• Card Scheme Penalties or fines imposed on the PSP as a result of the Merchant's processing activity;
• the outcome of any investigation conducted by the Acquiring Bank, Card Scheme, regulator, or law enforcement;
• loss of the Merchant's access to card processing as a result of Card Scheme, Acquiring Bank, or regulatory action;
• the Merchant's inability to meet its own financial obligations arising from delayed or suspended Disbursements;
• any technical failure, system interruption, or outage affecting the PSP's platform where such failure is caused by third party infrastructure, Card Scheme systems, or events beyond the PSP's reasonable control.

12.2 To the maximum extent permitted by applicable law, the PSP's aggregate direct liability to the Merchant under or in connection with this Agreement shall not exceed the total Fees actually paid by the Merchant to the PSP in the three (3) calendar months immediately preceding the event giving rise to the claim.

12.3 Nothing in this Clause 12 limits the Merchant's indemnity obligations under Clause 10 or the Merchant's payment obligations under this Agreement or the Merchant Service Agreement.

13.1 Throughout the term of this Agreement and for so long as any MID remains active, the Merchant shall:

• process only the types of Transactions, in the geographies, and at the volumes and transaction values approved in writing by the PSP and Acquiring Bank for each MID;
• ensure that every Transaction processed under each MID is consistent with the MCC, business description, and website content approved by the PSP during underwriting;
• maintain a monthly Chargeback ratio below 1.0% by count and by value;
• maintain full PCI DSS compliance at the applicable compliance level at all times;
• notify the PSP in writing within twenty-four (24) hours of any MCC event, Card Scheme enquiry, data breach, fraud incident, or significant change in processing patterns;
• maintain all required licences, regulatory approvals, and legal authorisations;
• cooperate fully with all PSP, Acquiring Bank, Card Scheme, and regulatory investigations and provide all requested documentation within twenty-four (24) hours;
• maintain sufficient financial reserves to satisfy its obligations to the PSP, including the immediate repayment of shortfalls if PSP Losses exceed the Rolling Reserve;
• not change the nature, ownership, or UBO of its business without providing the PSP with thirty (30) days' prior written notice.

13.2 The Merchant acknowledges that each of the obligations in Clause 13.1 is a material term of this Agreement. Breach of any such obligation entitles the PSP to exercise all rights under Clause 11 immediately.

14.1 The Merchant declares that prior to signing this Agreement it has:

• read this entire Agreement in full, including all clauses and annexes;
• been given the opportunity to seek and has either obtained or consciously waived independent legal and financial advice;
• fully understood the structure of the Payment Ecosystem, including the role of the Acquiring Bank, Card Schemes, and the PSP;
• fully understood that the PSP cannot make Disbursements it has not received from the Acquiring Bank;
• fully understood that MCC Miscoding constitutes a severe violation with significant financial consequences;
• fully understood that Investigation Periods of 30 to 90 days or longer are a normal and unavoidable feature of high-risk payment processing;
• fully understood and accepted all risks described in this Agreement, including the risk of MID suspension, Settlement Fund freezing, Card Scheme Penalties, and potential permanent loss of card processing access;
• not been induced to sign this Agreement by any representation or promise inconsistent with its terms.

14.2 The Merchant's signature on this Agreement constitutes its irrevocable and informed consent to all terms herein and an unconditional acknowledgement that it has received full disclosure of all material risks.

15.1 Entire Agreement. This Agreement, together with the Merchant Service Agreement and all Schedules, constitutes the entire indemnity and risk agreement between the Parties and supersedes all prior discussions and representations on these matters.

15.2 Amendment. No amendment shall be valid unless in writing and signed by both Parties, except that the PSP may update Card Scheme Penalty pass-through terms upon written notice to reflect changes in Card Scheme rules.

15.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and all remaining provisions shall continue in full force.

15.4 Waiver. No failure or delay by the PSP in exercising any right constitutes a waiver of that right.

15.5 Survival. Clauses 10 (Indemnity), 11 (Rights on Default), 12 (Limitation of Liability), 13 (Ongoing Obligations), 14 (Acknowledgement), and all definitions survive the termination or expiry of this Agreement indefinitely.

15.6 Cumulative Remedies. All rights and remedies of the PSP are cumulative and not exclusive. The exercise of one remedy does not preclude the exercise of any other.

15.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [England and Wales / Malta / Other Jurisdiction].

15.8 Jurisdiction. The courts of [Chosen Jurisdiction] shall have exclusive jurisdiction, provided that the PSP may seek injunctive or equitable relief in any court of competent jurisdiction.

15.9 Assignment. The Merchant may not assign this Agreement without the PSP's prior written consent. The PSP may assign this Agreement to any affiliate, successor, or acquirer without consent.