STAYNTOUCH PAYMENT PROCESSING TERMS AND CONDITIONS

These terms & conditions were last updated on January 9th, 2023. 

1. Introduction
   
   1. The Terms and Conditions of Payment Processing Addendum shall apply to Payment Processing Addendum concluded between StayNTouch, Inc. and Customer.
   2. These Terms and Conditions are published on the StayNTouch, Inc. website and form an integral part of the contract.
   3. This version of the Terms and Conditions is valid and effective from Terms and Conditions Effective Date as stated above and completely replace any prior versions of Terms and Conditions.
2. Subject of the Payment Processing Addendum
   
   1. Based on the Payment Processing Addendum, StayNTouch, Inc. agrees to facilitate Payment Processing Services through Platform and provide other support and services in the scope agreed in the Payment Processing Addendum. Customer agrees to pay transaction fees and any other fees specifically agreed in the Payment Processing Addendum.
   2. Any services provided by StayNTouch, Inc. shall be subject to Master Terms and Conditions. In the event of any discrepancies between these Terms and Master Terms and Conditions, the Payment Processing Terms prevail.
3. Payment Processing Provider
   
   1. Direct contractual relationship between Payment Services Provider and Customer. Customer agrees that Payment Processing Services will be provided by Payment Services Provider based on the Agreement concluded between Payment Services Provider and Customer.
   2. Process leading to conclusion of the Agreement between the Customer and the Payment Services Provider is specified by the respective Payment Services Provider in the Agreement and their respective terms and conditions.
4. KYC
   
   1. Initial KYC verification. Customer will need to pass KYC (know your customer) verification in order to (a) to use the Payment Processing Services, and (b) enable StayNTouch, Inc. and/or Payment Services Provider to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services and other applicable laws and regulations. As part of the KYC verification process Customer shall provide complete, accurate and up-to-date information about its activities, shareholders, ultimate beneficial owners and other information as further stated in KYC Verification Form provided by StayNTouch, Inc.. Once all the required information is provided, StayNTouch, Inc. and/or Payment Services Provider shall perform verification of Customer. Customer agrees that StayNTouch, Inc. and/or Payment Services Provider may run further checks on Customer’s identity, creditworthiness and background by contacting and consulting relevant registries and government authorities. As a result of Customer’s verification StayNTouch, Inc. and/or Payment Services Provider shall have the right, at its sole discretion, to accept or refuse providing Payment Processing Services and/or other services to Customer.
   2. Changes to KYC information. Customer shall notify in advance StayNTouch, Inc. of any changes relating to information provided as part of the KYC verification process. As KYC requirements may be updated from time to time to ensure compliance with regulatory and scheme requirements, Customer shall provide without undue delay such additional information and supporting documentation to StayNTouch, Inc. and/or Payment Services Provider.
   3. Suspension and termination. The Customer acknowledges and agrees that (a) if KYC verification process cannot be duly completed for any reason or (b) Customer does not notify StayNTouch, Inc. in advance of any changes according to clause 4.2 above or (c) Customer does not fulfil any current or future KYC verification requirement, StayNTouch, Inc. and/or Payment Services Provider may (i) suspend the provision of StayNTouch, Inc. Services to the Customer; or (ii) limit the functionality available to a Customer until KYC verification process is duly completed or (iii) terminate the Agreement with immediate effect.
   4. Authorized disclosure of Customer’s KYC Verification Form. StayNTouch, Inc. shall have the right to disclose KYC Verification Form completed by Customer to Payment Services Provider, Payment Services Provider’s Affiliates, and StayNTouch, Inc.’ Affiliate.
5. Payment Processing Services
   
   1. Prerequisites for using Payment Processing Services. Customer may use the Payment Services from the moment Customer has fulfilled the following: (a) completed KYC Verification Form and passed KYC verification conducted by StayNTouch, Inc., (b) concluded Agreement with Payment Service Provider, (c) concluded Cooperation Agreement, (d) concluded Acquiring Addendum (if applicable) and (e) been approved by Payment Services Provider, Member (if applicable) and StayNTouch, Inc. as eligible for Payment Processing Services.
   2. Acceptance by StayNTouch, Inc. StayNTouch, Inc.’ acceptance of the Customer as user of the Payment Processing Services is strictly personal and limited to the use by the Customer for payment of Customer’s own products and services. Customer may not use the Payment Processing Services to facilitate the payment for products or services sold by third parties and/or resell the Payment Processing Services to third parties.
   3. Customer wishes to use the Payment Processing Services with respect to payments for the Customer’s product and/or services related mainly to travel, tourism, event and conference organisation. The acceptance by StayNTouch, Inc. of Customer as a customer is strictly linked to this description of Customer’s products and services.
   4. Payment Processing Providers. Customer acknowledges and agrees that (a) StayNTouch, Inc. may, at its sole discretion, switch the provision of Payment Processing Services from one Payment Processing Provider to another Payment Processing Provider, or (b) Payment Processing Services may be provided to Customer by more Payment Processing Providers and Members (if applicable) simultaneously.
6. Merchant Fees
   
   1. Customer shall pay Merchant Fees agreed in the Payment Processing Addendum. All prices and fees are stated in euro unless expressly specified in the Payment Processing Addendum.
   2. Customer hereby authorizes StayNTouch, Inc. and/or Payment Services Provider to deduct:
      1. Merchant Fees, and
      2. any fees and charges payable by the Customer based on the Agreement with Payment Service Provider.
   3. Payment Services Provider will settle the received sums intended for Customer withholding Merchant Fees, fees agreed to be paid by Customer in the Agreement and other fees (if applicable).
   4. StayNTouch, Inc. shall issue an electronic report for Payment Services to Customer on monthly basis.
   5. StayNTouch, Inc. may charge Customer for any other services or products provided by withholding the chargeable amounts from the Sub-Merchant Account.
   6. Unless otherwise stated, the Merchant Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). The Customer is responsible for paying all Taxes associated with the Agreement. If StayNTouch, Inc. has a legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Customer unless the Customer provides StayNTouch, Inc. with a valid tax exemption certificate authorized by the appropriate taxing authority. The Customer is responsible to provide StayNTouch, Inc. with a valid VAT number and a correct bank account to enable correct billing.
   7. Upon at least forty-five (45) days’ prior written notice to Customer, Company may change the Fees stated on the Order. 
7. Deposit, negative balance
   
   1. Deposit. StayNTouch, Inc. and/or Payment Services Provider and/or Member may require Customer to provide a deposit or reserve (a) when fraudulent transactions, fines, large number of Chargebacks occurred or other factors lead to increase of risk resulting from Customer’s Transactions, or (b) if StayNTouch, Inc. and/or Payment Services Provider and/or Member determine for any reason that the risk of loss to StayNTouch, Inc., Payment Services Providers, Member, Customers, or others associated with the Sub-Merchant Account is higher than normal. The Customer agrees that StayNTouch, Inc., Payment Services Providers or Member are eligible to fund the reserve or deposit with funds processed through the Customer’s use of Payment Processing Services, by debiting the Sub-Merchant Account or another bank account associated with the Sub-Merchant Account, or by requesting funds directly from the Customer; the Customer shall be obliged to provide funds without undue delay upon the request of StayNTouch, Inc., Payment Services Providers or Member. StayNTouch, Inc. may retain the deposit or reverse during the Term and for a period of one (1) year after its termination.
   2. Negative Balance. In the event of negative balance i) StayNTouch, Inc. and/or Payment Services Providers a shall be entitled to suspend processing of payments and withhold any Refunds payable to Customer and ii) Customer shall have the obligation to pay the outstanding balance within seven (7) days after StayNTouch, Inc.’ request.
8. Liability
   
   1. Customer shall be responsible and fully liable to StayNTouch, Inc. for Customer’s use of the Payment Processing Services (including all transactions, Chargeback Fees, refunds, claims, fines associated with such activity, or use of the Payment Processing Services in a manner prohibited under the Agreement). Customer’s liability as per this clause shall be unlimited.
   2. Indemnification. Customer will fully indemnify, defend, and hold harmless StayNTouch, Inc. and its Affiliates from and against any claims brought by a third party arising out of, any use of the Payment Processing Services by Customer, including for all transactions, chargebacks, refunds, claims, fines associated with such use, or use of the Payment Processing Services in a manner prohibited in the Agreement and/or Acquiring Addendum.