Introduction

These General Terms of Service (the “Agreement” or “Terms”) govern the terms under which KasaPay UAB, a Lithuanian company (“KasaPay”), provides access to payment acceptance services (the “Services”) to you (“Merchant”). KasaPay is an authorized distributor and reseller of Market Pay Nordic and Baltic’s (“Market Pay”) payment acceptance services, which are connected to acquiring services provided by Elavon Financial Services DAC, and its Affiliates (“Elavon”).  By using the Services, the Merchant agrees to be bound by these Terms.

Definitions

• “Acquiring Bank” means Elavon, the financial institution providing acquiring services for payment card transactions.
• “Card Scheme Rules” means the rules, regulations, bylaws, and operating guidelines of Visa, Mastercard, and other applicable card networks.
• “Chargeback” means a transaction that is returned to KasaPay or Market Pay by the Acquiring Bank or Card Scheme at the request of a Cardholder or the Cardholder’s bank.
• “Elavon” means Elavon Financial Services DAC, and its Affiliates.
• “Market Pay” means Market Pay Nordic and Baltic, a Danish company, the provider of the payment acceptance platform.
• “Merchant” means the business entity or individual using KasaPay’s Services to accept payments from its customers.
• “Services” means the payment acceptance services sold by KasaPay, including but not limited to access to Market Pay’s transaction processing platform, settlement, reporting, and access to the KasaPay Mobile Payments service (if applicable), which are connected to Elavon’s acquiring services.
• “Service Charges” means the charges for using the services as described in the fee schedule.

Compliance

1. The Merchant must comply with all applicable laws and regulations, including but not limited to data protection laws (e.g., GDPR), consumer protection laws, and anti-money laundering laws.
2. The Merchant must comply with all applicable Card Scheme Rules.
3. The Merchant must comply with Elavon’s rules and regulations related to merchant acquiring, as communicated by KasaPay. The most up-to-date version of the Elavon terms of service can be found on their website.
4. The Merchant must comply with the KasaPay Acceptable Use Policy.

Services

1. KasaPay provides the Merchant with access to Market Pay’s payment acceptance services, enabling the Merchant to accept payments from customers using various payment methods, including credit cards, debit cards, and other payment methods as supported by Market Pay and facilitated by Elavon.
2. The Services include transaction processing via Market Pay’s platform, settlement of funds to the Merchant’s designated bank account by Elavon, and access to online reporting tools.
3. If applicable, the Services include access to the KasaPay Mobile Payments service, subject to the KasaPay Additional Terms for Mobile Payments Service.
4. KasaPay utilizes Elavon as its acquiring bank to facilitate payment processing and settlement, building upon the payment acceptance services provided by Market Pay.
5. The Service shall be used for professional and exclusive use only. The Reseller shall be responsible towards Supplier for compliance with this Agreement and shall use its best endeavor to ensure compliance to the Agreement by the Resellers Client and the Final User.

Merchant Obligations

1. Accurate Information: The Merchant must provide accurate and complete information during the application process and must promptly update KasaPay of any changes to this information, including changes to its business address, contact information, or bank account details.
2. Security: The Merchant is responsible for maintaining the security of its systems and protecting cardholder data in accordance with the Payment Card Industry Data Security Standard (PCI DSS). The Merchant must implement and maintain appropriate security measures to prevent unauthorized access, use, or disclosure of cardholder data.
3. Acceptable Use: The Merchant must adhere to the KasaPay Acceptable Use Policy, which prohibits the use of the Services for certain activities, including but not limited to illegal activities, the sale of prohibited goods or services, and activities that violate Card Scheme Rules.
4. Fees: The Merchant must pay all applicable fees as outlined in the fee schedule, which may be amended from time to time with prior notice.
5. In order to ascertain whether or not you are complying with the Agreement, you authorize KasaPay, Market Pay and/or Elavon at any time including prior to providing Merchant Services to perform an on-site audit of those facets of your business, which in our determination are relevant to Merchant Services, and with such reasonable prior notice as is permitted by the Card Scheme Rules.

Elavon’s Role

1. Elavon is the acquiring bank responsible for processing payment card transactions submitted through Market Pay’s platform by KasaPay on behalf of the Merchant.
2. Elavon’s services are subject to its own terms and conditions, which are separate from this Agreement. The Merchant acknowledges that its use of the Services is also subject to Elavon’s terms.
3. Elavon shall pay you for all Sales Transactions accepted by you in accordance with this Agreement by transferring the Settlement Funds to Your Bank Account.

Fees and Payment

1. The Merchant agrees to pay KasaPay the fees outlined in the fee schedule. Fees may include transaction fees, rental fees, monthly fees, chargeback fees, minimum usage fees and other fees as applicable.
2. KasaPay may modify its fees upon thirty (30) days’ prior written notice to the Merchant.
3. Payment terms are outlined in the fee schedule.
4. The Merchant agrees that the proposed Service Charges are based on the customers average transaction value and forecasted transaction volumes.  KasaPay reserves the right to adjust the fee schedule if the forecast is not met.
5. Elavon shall pass intermediary fees on to you if applicable.  These include but are not limited to chargebacks and currency exchange fees.

Term and Termination

1. This Agreement will commence on the start date stated in the order document or when the Merchant begins using the Services (whichever comes first) and will continue until terminated as provided herein.
2. KasaPay may terminate this Agreement immediately if the Merchant breaches any material provision of this Agreement, including but not limited to the Acceptable Use Policy or the security requirements.
3. Either party may terminate this Agreement for convenience upon 90 days’ written notice to the other party.
4. Upon termination, the Merchant must cease using the Services and pay all outstanding fees owed to KasaPay.

Data Protection

1. KasaPay is committed to protecting the privacy of its Merchants and their customers. KasaPay’s collection, use, and disclosure of personal data are governed by the KasaPay Privacy Policy, which is incorporated into this Agreement.  The latest version is available on the website at https://kasapay.lt/privacy
2. The Merchant must comply with all applicable data protection laws and regulations, including but not limited to GDPR.

Limitation of Liability

1. KasaPay’s liability for any direct damages arising out of or related to this Agreement shall be limited to the amount of fees paid by the Merchant to KasaPay in the 2 months preceding the event giving rise to the damages.
2. In no event shall KasaPay be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of business, or loss of data.
3. The aggregate cumulative annual monetary liability KasaPay for any and all claims arising under or relating to this Agreement shall be limited, per calendar year, to an amount equal to the amount paid by Merchant pursuant to the Agreement within the last six 6 months after the occurrence of the damages.
4. Should a party attempt to exonerate itself from its liability hereunder, it shall prove to the other party that it was unable to perform its obligations due exclusively to i. Force Majeure Event, within the conditions set out herein, ii. any act or omission of the Party which prevented it from performing its obligations.

Indemnification

1. The Merchant agrees to indemnify and hold KasaPay harmless from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Merchant’s breach of this Agreement, misuse of the Services, or violation of any law or regulation.
2. The Merchant will be liable for, indemnify and keep indemnified, defend, and hold harmless KasaPay from and against claims or loss relating to, or in connection with, or resulting from, or arising out of, or in consequence of your negligence or breach of the Agreement in respect of:
   1. any Transaction, Chargeback including Chargeback Costs and/or Representment acquired or processed under the Agreement
   2. any breach by you of the Agreement including any infringement of the IPRs

Intellectual Property

1. KasaPay retains all right, title, and interest in and to its KasaPay-specific elements of the Services, including all intellectual property rights. Market Pay retains all right, title, and interest in and to its payment acceptance platform, including all intellectual property rights.
2. The Merchant is granted a limited, non-exclusive, non-transferable license to use the Services for its internal business purposes, subject to the terms of this Agreement.

Amendments

1. KasaPay may amend these Terms at any time by posting the amended Terms on its website or by providing other written notice to the Merchant.
2. The amended Terms will be effective 30 days after posting or notice. The Merchant’s continued use of the Services after the effective date constitutes acceptance of the amended Terms.

Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of Lithuania.
2. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the arbitration organization.
3. Either Party may call a dispute meeting at any time to discuss a request for a dispute settlement.

Miscellaneous

1. Entire Agreement: This Agreement and it’s referenced agreements constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
4. Assignment: The Merchant may not assign this Agreement without KasaPay’s prior written consent. KasaPay may assign this Agreement without the Merchant’s consent.
5. Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, natural disasters, or governmental regulations.
6. Bail-in Powers: Acknowledgement Regarding EU Directive 2014/59/EU. The Merchant acknowledges and agrees that Elavon is subject to EU Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (the “Directive”). As a result, the Merchant agrees to be bound by any exercise of power under the Directive by the relevant resolution authority, which may include but is not limited to the write-down or conversion of any amounts owed by Elavon to the Merchant, the temporary suspension of any payment obligations of Elavon, or the variation of the terms of this Agreement.

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