PAYMENT SERVICE TERMS

Effective date: 4th of March 2024

We are delighted that you have selected our service which integrates with our chosen third-party service provider, Adyen, which is designed to help our customers with their collection, processing and refunding of payments from their customers (Payment Service). The Payment Service contains functionalities to enable both card not present (CNP) and point of sale (POS) transactions.

Your use of the Payment Terminals (as defined below) and the Payment Service are subject to (i) the Provet Cloud Terms of Service and these Payment Service Terms, which form part of the Agreement (as defined in the Provet Cloud Terms of Service) with us, and (ii) your agreement with Adyen (as defined below).

You accept these Payment Service Terms and the Adyen Terms (as defined below) when you agree to use the Payment Service.

These Payment Service Terms are in two sections: the first comprises Part A (Generally Applicable Terms), Part B (Additional terms relating to Payment Terminals), Part C (Glossary), and Schedules 1, 2, and 3, which apply to all services we provide to customers worldwide; and the second, set out in Appendix 1 (USA Terms), contains additional or replacement terms in respect of services we provide to customers in the United States of America. Save as provided in Appendix 1 (USA Terms), the terms that apply to the services we provide to customers in the United States of America respectively are the same as the terms that apply to services we provide to customers anywhere else in the world.

A. generally applicable terms

1. 1. Your limited right to access and use the Payment Service
   1. 1.1 Your right to use the Payment Service begins on the latest date (Cutover Date) when the following conditions are satisfied, namely, (i) you have agreed to use the Payment Service on these Payment Service Terms, and (ii) you have completed the Know You Customer (KYC) and other such required verifications in accordance with Regulations, the Adyen Terms (as appropriate), and payment card rules. Both conditions must be satisfied before you may use the Payment Service. When you agree to use the Payment Service on these Payment Service Terms, you enter into a contract with Adyen on the Adyen Terms at the same time.
   2. 1.2 Your right to use the Payment Service ends when the Merchant Agreement ends, the Agreement ends, or either you or we terminate the Payment Service in accordance with these Payment Service Terms, whichever is the earlier.
   3. 1.3 We shall make available the Payment Service to you from the Cutover Date until your right to use the Payment Services ends.
2. 2. Fees
   1. 2.1 You must pay us the Fees, which, subject to the terms of this clause, are Charges for the purposes of the Agreement.
   2. 2.2 You authorize us to instruct Adyen to withhold and deduct Fees from the funds payable to you.
   3. 2.3 Fees which cannot be deducted from the funds payable to you will be invoiced separately by us.
   4. 2.4 You must verify that the settlements via the Payment Service are received and correct and the amounts deducted by Adyen are in accordance with your Order; if there is any error or omission in these settlements and amounts, you must submit a written complaint to us within thirty (30) days after the agreed date for payment, and in default of a complaint being received by us in that period, you lose your right to dispute the settlement or amount, unless the error or omission is caused by our or Adyen’s gross negligence, fraud, or willful misconduct.
3. 3. Support
   1. We shall during our regular business hours provide maintenance and technical support for the Payment Service as specified by us from time to time.
4. 4. You Payment Service Obligations
   1. 4.1 You represent and warrant that all the sale agreements are executed and valid and the products and services are marketed and delivered to your customers in accordance with Regulations. You are liable for the sale to the customer as a vendor, as specified by Regulations and the sale agreement.
   2. 4.2 You shall provide on your website the following information: your official name, description of the goods and services offered, cancellation and refund policy, customer service contact information (including email address and telephone number), address, delivery policy, your consumer data protection policy and all legally required information to be provided to the cardholder in the relevant jurisdiction. Based on the information provided, it must be clear to the cardholder that you are responsible for the transaction, delivery of the services and products, for customer service and dispute resolution applicable to the transaction. If you accept any recurring transactions, the cardholder must be informed how to stop receiving the services and products and discontinue the charges.
   3. 4.3 You shall comply with all Regulations and payment card scheme rules. You are subject to the requirements laid down in the PCI DSS and are responsible for all costs related to the compliance with the requirements set out in the PCI DSS. Upon request, you must present your PCI DSS declaration in accordance with the requirements set forth by the card schemes.
   4. 4.4 You must not use the Payment Service for the sale of any product or service which violates any Regulations, any payment card scheme rules, or the Restricted and Prohibited Products and Services. Further, you must not accept card payments for products or services other than for which you received an express authorization for, or for the benefit of a third party, or for fraudulent or misleading activities of which customers making payments are the victim.
   5. 4.5 Where we become aware of or receive a notice of a potential exposure to a fine from the payment card schemes relating to you, you shall provide all reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of our and our service providers.
   6. 4.6 You shall notify us as soon as possible and, in any event, no later than within 24 hours after any data breach or attempts thereof known or reasonably suspected by you to have caused or that may cause damage to us or customers (cardholders).
5. 5. Restricted and Prohibited Products and Services
   1. 5.1 You must not participate in activities, nor accept card payments, for the purposes listed in the Restricted and Prohibited Products and Services.
   2. 5.2 You undertake to notify us if any of your products or services are included in the list of Restricted and Prohibited Products and Services.
6. 6. Termination
   1. 6.1 Either party may terminate the Payment Service by giving the other not less than three (3) months’ notice, except that, where we have agreed that the Markup is fixed for a period of time, you do not have the right to terminate the Payment Service during that period.
   2. 6.2 We may immediately terminate the Payment Service if (i) you use the Payment Service in conflict with our instructions, (ii) we suspect (acting reasonably) that you or any of your users are involved in any fraudulent, misleading or unlawful activities relating to or in connection with any part of the Payment Service, (iii) the number of chargebacks or reversed payments exceeds a limit as set forth in the scheme rules, (iv) a card acquirer, a card scheme, clearing association, bank, or regulatory, supervisory, governmental, or other authority requires or instructs us to modify or terminate the Payment Service or a part of it, or (vi) there is a change of or an amendment to statutory regulations, scheme rules, local or international banking regulations or currency restrictions which mandates the termination or discontinuation.
7. 7. Data Protection
   1. For the purposes of the Data Processing Terms as they apply to the Payment Service, the description of the data processing, including the identities of sub-processors used in connection with the Payment Service, and the technical and organizational measures used in connection with the Payment Service, are set out in Schedules 1 (Description of Processing) and 2 (Technical and Organisational Measures).
8. 8. Liability and Indemnification
   1. 8.1 You assume full credit risk for your customers. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement and survives any termination of the Agreement.
   2. 8.2 We shall not be liable for any damage caused by the misuse of any methods of payment, account information or the Payment Service or the settling and remedying thereof.
   3. 8.3 Our liability for an error in or delay of the Payment Service is limited to rectifying the error, or alternatively, to the re-performance of an erroneous or delayed part of Payment Service. However, we are only liable for direct damage caused to you through negligent breach of the Agreement in relation to the failure to provide, or the defective or delayed provision of the Payment Service and demonstrated by you, and that liability is limited, as per each such event to a maximum of the fees paid by you for the Payment Service three (3) months immediately preceding such event. However, the total aggregate liability of ours may not exceed 10,000 € annually.
   4. 8.4 You shall indemnify and hold us harmless against all claims, fines, penalties, losses, expenses, costs (including reasonable legal costs), damages, taxes, surcharges, and interests incurred by us (i) relating to the non-compliance by you of Regulations and payment card scheme rules (including fines by card schemes and by regulatory authorities), (ii) as a result of your breach of the Merchant Agreement, (iii) due on any product or service of yours or the sale thereof, (iv) as a result of circumstances attributable to you, (v) due on the misuse of your account information, or (vi) the misuse of the Payment Service by you. This liability is not limited by any limitation of liability that may be expressed elsewhere in the Agreement.
   5. 8.5 You shall defend, hold harmless, and indemnify us from and against any VAT, turnover and other taxes or levies including penalties, interests, and surcharges (Taxes) due on any product or service of yours and any costs and damages related to such Taxes.
   6. 8.6 We are responsible solely for our own services and actions and, therefore, under no circumstances shall we liable for any errors, defects or delays, or otherwise for failure to fulfil its obligations, to the extent that this is the result of the actions of you or a third party.
   7. 8.7 You understand and agree that during the term of the Agreement, you continue to be liable for all chargebacks, refunds, penalties set forth by the payment card scheme rules, and credits and adjustments resulting from the transactions due to the sales processed pursuant to the Agreement and all other amounts due or which thereafter may become due under the Agreement. This responsibility is not subject to any limitation of liability that may be expressed elsewhere in the Agreement.
9. 9. Your representations and warranties
   1. You represent and warrant that (i) you are not engaged in any business or transactions which may be considered unlawful in any jurisdiction in which you operate, (ii) you have complied and will comply with all Regulations and requirements applicable to your business, (iii) you are not aware of any information which we would reasonably require and expect to be informed of for the purpose of making an informed assessment of your ability to perform your obligations under the Agreement insofar as it relates to the Payment Service, and (iv) there is no claim, litigation proceeding or governmental investigation pending, threatened against or relating to you or your businesses, which could materially adversely affect your ability to enter into the Agreement or to carry out your obligations hereunder.
10. 10. AMENDMENTS
    1. 10.1 If an amendment to these Payment Service Terms made by us has a material adverse impact on you, you may terminate the Payment Service by giving no less than one (1) month’s written notice to us, such notice to be received by us no later than fourteen (14) days after you received the notice on the change.
    2. 10.2 Notwithstanding the foregoing, you are not entitled to terminate the Payment Service if an amendment made by us is implemented to comply with Regulations or requirements imposed by the relevant acquirers and/or card scheme owners.

B. additional Terms relating to Payment Terminals

1. 11. Delivery
   1. 11.1 The date of delivery of the Payment Terminals shall be agreed between the parties. The liability for the Payment Terminals passes from us to you upon delivery. If the delivery is delayed due to reasons on your behalf, we are entitled to specify a new delivery time and collect from you any costs incurred due to such delay.
   2. 11.2 If you purchase the Payments Terminals, the ownership shall transfer from us to you when you have paid the purchase price in full and the Payment Terminals have been delivered to you.
   3. 11.3 You shall inspect and test the Payment Terminals without undue delay upon delivery in accordance with the user manual. If the Payment Terminals are not compliant with their usage manuals, you shall immediately notify us, however, no later than seven (7) days from the delivery of the Payment Terminals. If you fail to do so, notwithstanding that you have discovered or should have discovered a lack of conformity, you will lose the right to complain about such lack of conformity.
   4. 11.4 You are responsible for any damage to the Payment Terminals and for the possible loss of the Payment Terminals. You shall notify us immediately, and in no event later than 24 hours after discovery of the incident, about damage that potentially affects the functionality or security of a Payment Terminal, and about loss, theft, or destruction of a Payment Terminal.
2. 12. Support
   1. We shall provide first line and second line support to you in using the Payment Terminals as further set out in the description of the Payment Terminal Services (as defined in clause 15.3).
3. 13. Your Payment Terminals Obligations
   1. 13.1 You shall ensure that the Payment Terminals are kept and operated in a suitable environment, used only for the purposes for which they are designed, and operated in a proper manner.
   2. 13.2 You shall not alter the Payment Terminals nor remove any component(s) from the Payment Terminals without the prior written consent of Adyen. Change of location of the Payment Terminals shall require a prior written notification by you to us.
   3. 13.3 You shall permit Adyen or its duly authorized representative to inspect the Payment Terminals at all reasonable times, subject to a reasonable notice and during reasonable working hours at the relevant location.
   4. 13.4 You shall not, without the prior written consent of Adyen, allow any third party to use the Payment Terminals or submit POS transactions via the Payment Terminals on behalf of a third party. The Payment Terminals may only be used by you to submit POS transactions to Adyen in your own name and for the business you registered for when entering into your Merchant Agreement.
   5. 13.5 You shall comply with the relevant usage manuals for the Payment Terminals and the POS Services of Adyen as published on the Provet Cloud, including in particular (i) the manual of the particular type of Payment Terminal, (ii) the Network Requirements Manual for Payment Terminals to ensure IP connectivity for the Payment Terminals to enable their proper functioning, and (iii) The Payment Security Manual which provides guidelines to assist you in safe and secure use of the Payment Terminal and POS Services.
   6. 13.6 You shall comply with PCI DSS security requirements imposed by the card schemes in handling and using the Payment Terminals and on Adyen’s request fill out the Self-Assessment Questionnaires ('SAQs') prescribed by the card schemes under applicable PCI DSS regulations to confirm such compliance.
   7. 13.7 You shall follow the scheme rules in operating the Payment Terminals to submit POS Transactions.
4. 14. Return of the Payment Terminals
   1. At the end of the Agreement and in the case of any Payment Terminal which has reached its end of life or which will permanently no longer be used by you, you will as soon as reasonably possible return the Payment Terminal(s) to us, and we shall then return the Payment Terminals to Adyen for proper disposal in accordance with the applicable rules and regulations.
5. 15. Other Terms
   1. 15.1 You shall bear all costs and expenses relating to the use and operation of the Payment Terminals, including costs for electricity, communication lines and consumables.
   2. 15.2 The Payment Terminals may only be repaired and serviced by Adyen or its service providers.
   3. 15.3 The terms set out in the description of the Payment Terminal Services (www.adyen.com/legal/schedule-payment-terminal-services), excluding section 2.2, shall be applicable, as appropriate, to the Payment Terminals and their use, considering, however, that your contracting party is us, and Adyen and we may have distributed their obligations differently than what is described in the description on the Payment Terminal Services.

C. Glossary

In these Payment Service Terms, unless the context otherwise requires, definitions in the Agreement have the meaning given to them and the following definitions apply:

Adyen means Adyen N.V., a public company registered in the Netherlands under company number 34259528 with its registered office at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, the Netherlands.

Adyen Terms means the Adyen for Platforms Terms and Conditions available at https://www.provet.cloud/adyen.for.platforms.terms (as amended from time to time).

Fees means the amounts for use of the Payment Service and in respect of the Payment Terminals calculated in accordance with the Order, as changed by us from time to time by giving you thirty (30) days’ notice prior to the effective date of the change, together with all fees, charges and fines, including chargeback and refund fees, which are charged to us by Adyen due to your payment transactions.

Markup means any incremental fee to which we are entitled upon you incurring other fees as a result of payment transactions, more particularly provided in the Order.

Merchant Agreement means your agreement with Adyen.

Order means your online order for the provision of the Payment Service in the form agreed between us according to our records.

Payment Terminals means end user and other point of sale devices, including card readers, for effecting a payment transaction to be supplied or supplied (as the context requires) in connection with the Payment Service.

Restricted and Prohibited Products and Services means any or all of the products and services where and to the extent restricted or prohibited by Adyen from time to time, as published here https://www.adyen.com/en_GB/legal/list-restricted-prohibited.

Schedule1

Description of Processing

The following table describes the subject-matter and duration of the processing conducted under the Agreement, the nature and purpose of that processing, the type of personal data, and categories of data subjects insofar as concerns the Payment Service.

Schedule2

Technical and Organisational Measures

We comply with PCI DSS regulations.

Appendix1

USA Terms

1. 1. Liability
   1. Clause 8.3 is replaced with the following:
      OUR LIABILITY FOR AN ERROR IN OR DELAY OF THE PAYMENT SERVICE IS LIMITED TO RECTIFYING THE ERROR, OR ALTERNATIVELY, TO THE RE-PERFORMANCE OF AN ERRONEOUS OR DELAYED PART OF PAYMENT SERVICE. HOWEVER, WE ARE ONLY LIABLE FOR DIRECT DAMAGE CAUSED TO YOU THROUGH NEGLIGENT BREACH OF THE AGREEMENT IN RELATION TO THE FAILURE TO PROVIDE, OR THE DEFECTIVE OR DELAYED PROVISION OF THE PAYMENT SERVICE AND DEMONSTRATED BY YOU, AND THAT LIABILITY IS LIMITED, AS PER EACH SUCH EVENT TO A MAXIMUM OF THE FEES PAID BY YOU FOR THE PAYMENT SERVICE THREE (3) MONTHS IMMEDIATELY PRECEDING SUCH EVENT. HOWEVER, THE TOTAL AGGREGATE LIABILITY OF OURS MAY NOT EXCEED 10,000 € ANNUALLY.