SaltPay Payment Services

last updated: August 30, 2022

I. Introduction and Entry into the Merchant Agreement

These Terms and Conditions apply to the relationship between SaltPay IIB hf. (“SaltPay” or the “Acquirer”) and a merchant (the “Merchant”) that is engaged in the sale of goods and/or services and has entered into a framework Merchant Agreement with SaltPay with respect to the acquistion of certain of the Merchant’s transactions by SaltPay.

SaltPay is a credit institution incorporated in Iceland with registered number 440686-1259, and is authorised and regulated by the Icelandic Central Bank - Financial Supervisory Authority. The register of Icelandic credit institutions can be found at the website of the Icelandic Financial Supervisory Authority www.en.fme.is/. SaltPay’s registered address is Ármúli 30, 108 Reykjavík, Iceland.

SaltPay is deemed authorised and regulated by the Financial Conduct Authority. The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available at www.fca.org.uk. SaltPay is also authorised to provide cross-border services in the field of payment services in a number of other jurisdictions.

SaltPay is a member of the Card Schemes, licensed to acquire transactions and process them for authorisation, clearing and settlement purposes.

These Terms and Conditions (as they are at any given time), together with the Merchant Application Form and any schedules to the Merchant Application Form, the Data Processing Agreement, the Tariff, any security instructions, measures and/or guidelines and any other documents identified from time to time as being part of the Merchant Agreement, form the “Merchant Agreement”. All references in these Terms and Conditions to the Merchant Agreement shall refer to these Terms and Conditions as well as to the Merchant Application Form and its schedules, the Data Processing Agreement, the Tariff and any other documents forming the Merchant Agreement. SaltPay reserves the right to amend the Merchant Agreement from time to time, as set out in more detail in section IX Amendments.

Pursuant to, and on the terms of, the Merchant Agreement, the Merchant is authorised to make available to its customers a convenient means of purchasing goods and/or services through the use of Cards issued under the marks of the Card Schemes. These Terms and Conditions set out the terms on which the Merchant may accept properly presented Cards as a means of payment and submit transactions to SaltPay for authorisation, clearing and settlement purposes.

The Merchant Agreement shall be entered into and take effect: (a) when the Merchant has submitted a Merchant Application Form and SaltPay has issued a Merchant Account ID to the Merchant in respect of the Merchant Application Form; (b) when the Merchant Agreement has been signed by both parties; or (c) when the Merchant has submitted transactions to SaltPay for acquiring.. By entering into the Merchant Agreement and/or submitting Transactions to SaltPay, the Merchant accepts and agrees to these Terms and Conditions and the other terms of the Merchant Agreement.

These Terms and Conditions shall enter into force on January 30 2021 and shall supersede all previous terms and conditions with effect from that date.

II. Interpretation and Definitions

1. Interpretation

1.1. Any references in the Merchant Agreement to any law, regulations or rules, including the Card Scheme Standards, shall be to such law, regulations or rules as they may be amended, extended or re-enacted from time to time.

1.2. A reference to these Terms and Conditions, the Merchant Application Form, the Merchant Agreement or to any other agreement or document referred to in the Merchant Agreement is a reference to such agreement or document as varied or novated from time to time.

1.3. Should any provision of these Terms and Conditions conflict with the Merchant Application Form or any other agreement negotiated and entered into between by SaltPay and the Merchant, the Merchant Application Form or such other agreement (as applicable) shall prevail.

1.4. Should any provision of the Merchant Agreement conflict with Card Scheme Standards, the Card Scheme Standards shall prevail.

1.5. Headings in the Merchant Agreement are for convenience only and shall not affect the interpretation of the Merchant Agreement.

1.6. Any capitalised terms used in these Terms and Conditions which are not defined herein shall, to the extent the context permits, have the same meanings as in the Merchant Application Form and/or the Card Scheme Standards as appropriate.

1.7. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

1.8. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.9. Unless otherwise stated, any reference to any person shall include its permitted successors, transferees and assignees.

1.10. Any obligation on the Merchant not to do something includes an obligation not to allow that thing to be done.

1.11. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Definitions

2.1. In the Merchant Agreement, where the context permits, the following terms shall have the following meanings:

3D Secure: A security protocol such as Mastercard SecureCode or VerifiedbyVisa used to prevent fraud in transactions with Cards online.

Account Data Compromise Event: An occurrence that results, directly or indirectly, in the unauthorized access to or disclosure of account data.

Banking Day: A day on which banks are open for business and dealing in the Settlement Currency in Reykjavik, the jurisdiction where the Merchant is domiciled and the jurisdiction of the Settlement Currency.

SaltPay’s Marks: SaltPay’s name, logo, trade marks (whether registered or unregistered) and any other words, symbols or colours that convey SaltPay’s identity.

Card: A valid payment card issued under a Card Scheme’s issuing license or in any other way approved by the Card Scheme.

Card Account Number: Card Account Number or Primary Account Number (PAN) is a numerical code that uniquely identifies the Cardholder’s account.

Card Issuer: A Card Scheme Member that issues Cards to Cardholders pursuant to a Card Scheme.

Card Not Present Transaction: Any Transaction which is not a Card Present Transaction. For the avoidance of doubt, any Transaction which is completed on a non-face-to-face basis, including mail order/telephone order (MO/TO) Transactions, electronic commerce (eCommerce) Transactions, and transponder Transactions, are Card Not Present Transactions.

Card Present Transaction: A Transaction that is completed at a manned terminal by the Merchant or one of its representatives where both the Cardholder and the Cardholder’s Card are present at the point of sale, a transaction completed at an ATM, a manned terminal with a smartphone or at a Cardholder Activated Terminal (CAT).

Card Scheme Marks: The proprietary combination of names, symbols, and colours that visually convey a Card Scheme’s identity.

Card Scheme Member: A member of one or more Card Schemes.

Card Scheme Standards: The rules and standards promulgated by the Card Schemes with respect to the Card Scheme Members and activities that use and/or otherwise involve Cards and/or any of the Card Scheme Marks. The Card Scheme Standards are available to Merchants on the Card Schemes’ websites. Each Card Scheme has the sole right to interpret and enforce its Card Scheme Standards.

Card Schemes: Visa Inc., Mastercard Worldwide, Unionpay International and such other international or local Card Scheme as notified by SaltPay from time to time, and each such scheme is a “Card Scheme”. A “relevant Card Scheme” is each Card Scheme specified in the Merchant Application Form as a Card Scheme whose Cards the Merchant is authorised to accept as a means of purchase for valid Transactions.

Card Security Code: A Security number that can be found on the backside of a Card (CVC2/CVV2/CVD/CID/CAV2) and is used to complete a Card Not Present transaction.

Cardholder: An individual to whom a Card is issued, or who is authorised to use such Card.

Chargeback: A procedure defined in the Card Scheme Standards whereby a Card Issuer may claim back all or part of a Transaction amount from SaltPay, which may in turn, be claimed from the Merchant by SaltPay.

Chargeback Fee: A Fee charged by SaltPay to the Merchant for each Transaction charged back, as set out in the Merchant Agreement.

Chip Transaction: A Transaction made by the Cardholder inserting his chip Card into a Chip-capable POS terminal.

Contactless Transaction: A Transaction made by the Cardholder tapping his contactless Card or device at a checkout.

Credit-Refund Voucher: Any electronic or paper records the Merchant may use for the purpose of recording a Refund.

CVM (Cardholder Verification Method) limit: A limit set by the Card Schemes for certain types of transactions.

Data Processing Agreement: The data processing agreement between SaltPay and the Merchant setting out the terms on which personal data in relation to Cardholders and/or Transactions is processed.

DBA Name: The Merchant’s “doing business as” name, which is the name under which the Merchant presents its services to the market.

Dynamic Currency Conversion (DCC): A Card Present or a Card Not Present transaction where a cardholder has the option of paying in their billing currency when making an overseas transaction.

Excessive Activity: When during any calendar month, the Merchant’s Chargeback exceeds 1% of the Transaction Value of Transactions submitted and/or the Merchant’s fraudulent Transactions exceed 1% of the Transaction Value of Transactions processed.

Fees: All fees payable by the Merchant to SaltPay pursuant to the Merchant Agreement, including the Service Fees, Chargeback Fees, Transaction Processing Fees, Interchange Fees, Scheme Fees and SWIFT Settlement Fees.

Illegitimate Transaction: Any actual, attempted or purported Transaction which is not a valid Transaction, in particular:

- any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;

- any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;

- any Transaction for goods/services which are not of the type specified in the Merchant Application Form;

- any Transaction which is not genuine or which the Merchant knows or should have known is either fraudulent or not authorised by the Cardholder;

- any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules;

- any Transaction or supply of goods/services which contravenes any Card Scheme Standards;

- any Transaction or supply of goods/services which is in any manner contrary to the provisions of the Merchant Agreement; or

- any Transaction(s) entered into for the purpose of circumventing any of the above.

Instalment Payment Service: A service offered at the point-of-sale, giving the Cardholder the option to pay for an eligible purchases in equal monthly instalments, in accordance with a payment schedule, applicable interest rate, and fees (if any) offered by the participant Card Issuer.

Interchange Fee: A Fee paid by SaltPay directly or indirectly (i.e. through a third party) to the Card Issuer for each Transaction, which shall be reimbursed to SaltPay by the Merchant.

ISO: A Service Provider registered with the Card Schemes that provides ISO program services. ISO program services include Cardholder and/or Merchant Solicitation, Cardholder and/or Merchant Customer Service, Merchant education and training, and terminal deployment.

Merchant Account ID: A specific identifier that is used to identify the Merchant or its specific sales terminal or outlet. Where a Merchant is authorised under a Merchant Agreement to accept Cards as a means of payment at multiple sales terminals or outlets, the Merchant may be allocated multiple Merchant Account ID.

Merchant Application Form: Electronic application form for the Merchant and its business, as completed by the Merchant (or on its behalf).

Merchant’s Location: The Merchant’s Location as specified in the Merchant Application Form, the Merchant Agreement and/or in SaltPay’s systems.

Merchant Web Portal (B-Online): SaltPay’s web portal service provided to Merchants who have signed up for this service, which enables Merchants to review card transaction history and settlements, as well as receive notifications and correspondence from SaltPay, via a secured online system.

MCC: Merchant Category Code, which is a four-digit code used to identify the type of Merchant. The MCC is determined by the International Organization for Standardization.

Negative balance: When amounts of refunds, chargebacks, fees or other claims SaltPay has on the Merchant are higher than the Merchant’s unpaid settlement so that the Merchant is in debt with SaltPay.

PCI/DSS Standards: The payment Card Industry (PCI) Data Security Standard (DSS) is a worldwide information security standard assembled by the Payment Card Industry Security Standards Council (PCI SSC) and published on the website: http://www.pcisecuritystandards.org.

QPS: The Mastercard Quick Payment Service program.

Refund: A Transaction which is the opposite of a purchase transaction, namely, the Cardholder returns goods or cancels pre-paid services, or is otherwise entitled to a refund from the Merchant due to the Merchant’s failure to deliver some or all of the relevant goods and/or services, and is credited for their value.

Rolling Reserve: The rolling reserve fund which is collected by the Rolling Reserve Deduction in accordance with the terms of the Merchant Agreement.

Rolling Reserve Deduction: A specified percentage of the Transaction Value of all Transactions, without the required deductions, such as SaltPay’s service fees and chargebacks.

Scheme Fees: Fees imposed by the Card Schemes on Card-based transactions.

Service Fees: Fees payable by the Merchant to SaltPay for services provided under the Merchant Agreement, including the “Merchant Service Fees”.

Service Provider: An institution or entity that provides certain defined services for one or more Card Scheme Members. A Service Provider shall be registered with the Card Schemes and may only perform the program services it is registered to perform.

Settlement Currency: The currency in which SaltPay shall make settlement payments to the Merchant. The Settlement Currency shall be as specified in the Merchant Application Form or otherwise agreed between SaltPay and the Merchant in writing from time to time.

Settlement Date: The date for payment of Settlement Value of Transactions as determined in accordance with the terms of the Merchant Agreement. The frequency of Settlement Dates and delay between submission and settlement shall be as specified in the Merchant Application Form or otherwise agreed between SaltPay and the Merchant in writing from time to time.

Settlement Value: The net amount expressed in the Merchant’s Settlement Currency resulting from the submission of valid purchase Transactions to SaltPay less all amounts SaltPay is entitled to deduct from, or set off against, the Transaction Value of Transactions, whether pursuant to the Merchant Agreement or by law.

SWIFT Settlement Fee: A fixed fee for each settlement through SWIFT, a society for worldwide interbank financial telecommunication, as set out in the Merchant Agreement.

Tariff: SaltPay’s relevant tariff document for the Merchant’s jurisdiction (as it is at any given time) setting out amounts and/or fees payable by the Merchant to SaltPay not set out in the Merchant Agreement. SaltPay’s tariff documents from time to time are accessible via SaltPay’s webpage.Where SaltPay does not have a specific tariff document for the Merchant’s jurisdiction, the fees as specified in the Merchant Agreement shall apply in place of the tariff.

Third Party Processor (TPP): A Service Provider that contracts with the Merchant for providing processing or other technical services. Any party that provides services related to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data is deemed to be a Third Party Processor.

Transaction: An act between a Cardholder and the Merchant that results in a transfer of funds to or from the Cardholder’s account. A Transaction will only be a “valid Transaction” if it complies with all of the following conditions:

- the Transaction is for goods and/or services supplied by the Merchant itself from the Merchant’s Location;

- the goods/services supplied by the Merchant are of the type specified in the Merchant Application Form;

- the Transaction, the goods/services supplied and the manner of supply are fully compliant with all applicable laws, regulations and rules;

- the Transaction, the goods/services supplied and the manner of supply are fully compliant with the Card Scheme Standards; and

- the Merchant has complied with all other provisions of the Merchant Agreement with respect to the Transaction and the goods/services supplied.

Transaction Processing Fee: A fixed fee per each authorised/settled Transaction and a fixed fee per each declined/voided Transaction, as set out in the Merchant Agreement.

Transaction Receipt: An electronic or paper record of a Transaction generated at the point of sale evidencing the purchase of goods or services or refund.

Transaction Value: The gross amount expressed in the Merchant’s Settlement Currency of Transactions submitted to SaltPay.

III. Merchant's rights and obligations

3. Card acceptance

3.1. Subject to the Merchant’s compliance with the terms of the Merchant Agreement, the Merchant may accept Cards only of the type specified in the Merchant Application Form as payment for valid Transactions. SaltPay will acquire the Merchant’s valid Transactions and process them for authorisation, clearing and settlement according to the terms of the Merchant Agreement. SaltPay accepts no obligation to acquire any Transactions other than valid Transactions. Where the Merchant’s business involves any matters, which are covered by any special conditions of SaltPay from time to time (for instance in relation to e-commerce or gambling), those special conditions shall be part of the Merchant Agreement.

3.2. The Merchant shall be responsible for obtaining and maintaining at its own cost a suitable sales system and/or terminal(s) to enable it to accept Cards as a means of payment and fulfil its obligations under the Merchant Agreement.

3.3. The Merchant may not accept Cards as payment for Card Not Present Transactions, nor submit Card Not Present Transactions into interchange, unless it has been specifically authorised in writing to do so by SaltPay.

3.4. The Merchant’s operations shall be in accordance with all applicable laws, regulations and the Card Scheme Standards. The Merchant may not misrepresent itself as being a Card Scheme Member.

3.5. Without limitation, the Merchant may not accept Cards as payment for any of the following:

(a) any Transaction for goods and/or services supplied by any person other than the Merchant, or where the Transaction was for the purposes of paying any person other than the Merchant;

(b) any Transaction for goods and/or services supplied from any place other than the Merchant’s Location;

(d) any Transaction which is not authorised by the Cardholder;

(e) any Transaction which is fraudulent or not genuine;

(f) any previously disputed Card charges, previous Card charges, payments in order to collect a dishonoured cheque, any debts that the Merchant has previously deemed uncollectable, or any similar charge or debt;

(g) any Transaction or supply of goods/services which contravenes any applicable laws, regulations or rules in either the Merchant’s jurisdiction or the Cardholder’s jurisdiction;

(h) any Transaction or supply of goods/services which contravenes any Card Scheme Standards;

(i) any Transaction or supply of goods/services which may damage the goodwill of the Card Schemes, SaltPay and or the Card Schemes’ payment systems and/or reflect negatively on the Card Scheme Marks and/or SaltPay’s Marks; or

(j) any Transaction or supply of goods/services which is in any other manner contrary to the provisions of the Merchant Agreement or entered into for the purpose of circumventing any provisions of the Merchant Agreement.

3.6. A Merchant must not impose, as a condition of a Card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction.

3.7. For Card Present transactions involving co-badged Cards the Merchant may install automatic mechanisms in the payment terminal which make a priority selection of a particular payment brand or payment application. The Merchant may not however prevent the Cardholder from overriding such an automatic priority selection.

3.8. The Merchant may not require a minimum or maximum Transaction amount to accept a valid Card.

3.9. The Merchant is obliged to present its prices to consumers as full prices (unless it offers general discount) and may not add any amount or fee to its prices in case the consumer decides to pay with a Card unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.

3.10. The Merchant may not directly or indirectly require any Cardholder to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a Transaction unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction.

3.11. The Merchant shall ensure that its DBA Name and location is stated in its customer support and is apparent at all points of interaction with Cardholders. The Merchant shall ensure that the Cardholder is easily able to ensure that the Merchant is responsible for the Transaction, including delivery of the goods or provision of the services that are the subject of the Transaction and for customer service and dispute resolution.

3.12. The Merchant may not disburse funds in the form of cash to a Cardholder unless the Merchant is authorised to participate in the relevant Card Scheme’s cash-back programme, or the Merchant is dispensing funds in the form of travellers cheques, travel money cards issued by a Card Scheme or foreign currency and is authorised by SaltPay to accept Cards for such purposes, in which case the Transaction amount shall not exceed the value of the travellers cheques, travel money cards or foreign currency plus the Merchant’s commission. In no circumstances may a Merchant disburse funds in the form of traveller’s cheques if the sole purpose is to allow the Cardholder to make a cash purchase of goods and/or services from the Merchant.

3.13. The Merchant shall be responsible for ensuring that all of its staff, officers and agents comply with the terms of the Merchant Agreement.

4. Requirement to honour all cards

4.1. Except where required by law or any instructions of the Card Schemes, the Merchant must not refuse to accept any Card based on the identity of the Issuer or the Cardholder.

4.2. The Merchant may request but must not require a Cardholder to provide additional identification as a condition of Card acceptance, unless such information is required to complete the Transaction, such as for shipping purposes, or the Card Scheme Standards specifically permit or require such information to be collected.

4.3. With respect to Cards which are issued within the EEA, the Merchant shall honour without discrimination all valid Cards presented by a Cardholder and which are regulated within the same interchange fee category. The Merchant may not engage in any acceptance practice that discriminates against or discourages the use of Cards in favour of any other form of payment unless such practice is in accordance with EEA or local laws in the Merchant’s jurisdiction. The Merchant is however not required to accept debit Cards as a condition of accepting credit Cards, and vice versa. The Merchant is not required to accept Commercial Cards issued within the EEA.

4.4. With respect to Cards which are issued outside the EEA, the Merchant shall accept all valid Cards issued by the Card Schemes which it is authorised to accept Cards from.

5. Refunds

5.1. The Merchant may only make Refunds to Cardholders in respect of prior Transactions with those Cardholders for the sale of goods or services.

5.2. A Refund may only be made to the Card which was used for the original Transaction which is being refunded. Each Refund shall be in the same currency as the original Transaction which is being refunded, and may be up to the value of the original Transaction but shall not exceed the value of the original Transaction, unless the Merchant is legally obligated to do so.

5.3. The Merchant shall pay to SaltPay the full amount of the Refund immediately upon demand, together with any Fees or other amounts payable by the Merchant to SaltPay under the Merchant Agreement because of the Refund. The Merchant is not entitled to any reimbursement of any Fees or other amounts paid or payable to SaltPay in respect of the original Transaction which is being refunded.

5.4. Except as required by SaltPay, the Card Scheme Standards or applicable law, the Merchant shall not make any other credit Transactions which result in a transfer of funds to the Cardholder.

5.5. At any given time, SaltPay is allowed to close for the Merchant’s refunds so that he will be unable to make any refunds through SaltPay’s system.

6. Confidentiality, account information and Transaction information security

6.1. The Merchant shall observe the strictest confidentiality in relation to Cardholder and Transaction information, and is responsible for ensuring the security of Cardholder and Transaction information.

6.2. The Merchant must ensure that its operations and processing, of Cardholder and Transaction information are in compliance with the PCI/DSS Standards and any other security requirements of the Card Schemes, whether the handling of data is done by the Merchant itself or outsourced to a third party. SaltPay reserves the right to request from the Merchant a confirmation that the Merchant has undergone a PCI scanning (QSA or ISA) and/or undergone annual assessment. The Merchant must ensure that all standard equipment that the Merchant buys or rents is PA-DSS certified.

6.3. The Merchant may not request or use a Card Account Number for any purpose other than as a payment for valid Transactions. The Merchant may not at any time request that the Cardholder completes a form by providing information on a Card Account Number, a Card expiration date, the Cardholder’s signature or any other Card account or Cardholder data where that information would be in plain view when mailed, for instance postcards. The Merchant may not at any time request the Card Security Code on any paper order form.

6.4. The Merchant shall under no circumstances store sensitive authentication data including Full track data (magnetic-stripe data or equivalent on a chip), Card Security Code and PINs/PIN blocks.

6.5. The Merchant shall, without any delay, alert SaltPay of any security breach or suspicion of security breach or Account Data Compromise Event. SaltPay may share such information with the Card Schemes and any applicable authorities. In the event of an actual or potential Account Data Compromise Event, SaltPay and/or the Card Schemes may request that a PCI PFI Forensic Investigator conducts an independent forensic investigation to assess the cause, scope, magnitude, duration, and effects of the Account Data Compromise Event or potential Account Data Compromise Event. The Merchant shall, without delay, fully co-operate with the PCI SSC Forensic Investigator for the duration of the forensic investigation and provide full access to its systems and databases. If not provided directly to them, the Merchant shall provide a copy of the PCI SSC Forensic Investigator’s report to SaltPay and the Card Schemes. If the findings of the PCI SSC Forensic Investigator show that the Merchant was not compliant with the PCI/DSS Standards at the time of the security breach or Account Data Compromise Event, and that the security breach or Account Data Compromise Event was a result of such noncompliance, the Merchant shall bear all costs of the investigations and/or any related assessment or damages and shall pay those to SaltPay on demand.

6.6. All third parties that provide processing services to the Merchant (Third Party Processors) such as but not limited to terminal operations, authorisation routing, electronic data capture, clearing file preparation and/or any other handling of Cardholder and/or Transaction data shall be correctly registered within the Card Schemes. The Merchant shall validate that its Third Party Processors are certified as compliant with the PCI/DSS Standards. The Merchant shall ensure that all its contracts with Third Party Processors contain a clause equivalent to clause 6.5. The Merchant shall not use any Third Party Processors without SaltPay’s written permission. The Merchant shall prevent the transfer of information regarding the Cardholder’s name or Card Account Number to any unauthorised third parties.

6.7. The Merchant may not inform any third party of the subject or content of the Merchant Agreement.

6.8. The Merchant shall at all times strictly follow and adhere to SaltPay’s security instructions and security guidelines, in whatever form they may be, in connection with the performance of the Merchant Agreement and/or when otherwise using SaltPay’s services including the Merchant Web Portal (B-Online). The Merchant shall also adhere to SaltPay’s instructions on necessary changes to the Merchant’s systems connecting to SaltPay. The Merchant is liable for any data breach with in his scope.

6.9. The autorized signatory of the Merchant is granted access to B-online and is responsible for the Merchant’s access as well as for granting access to other employees,as applicable.

7. Retention of records

7.1. The Merchant shall retain original legible copies of all Transaction Receipts, electronic data records and/or CreditRefund Vouchers with respect to all Transactions submitted to SaltPay, and any subsequent refunds made, pursuant to the Merchant Agreement for a period of five (5) years.

8. Obligation to provide SaltPay with information and access

8.1. The Merchant shall inform SaltPay in writing without delay of any of the following:

(a) actual or suspected security breaches or Account Data Compromise Events in accordance with clause 6.5;

(b) any loss, theft, misappropriation or actual or suspect unauthorised use of the Merchant’s terminals or other systems used for submitting authorisation requests and Transactions to SaltPay ;

(d) any changes to the Merchant’s authorised signatories;

(e) any changes to the beneficial ownership and/or ownership structure of the Merchant; or

(f) any circumstances which may prevent the Merchant’s compliance with the terms of the Merchant Agreement.

8.2. If requested by SaltPay, the Merchant shall confirm in writing without delay whether or not any of the events specified in clause 8.1 has occurred.

8.3. SaltPay may from time to time request the Merchant to provide copies of Transaction Receipts and/or, if applicable, any other documentation or data such as Customer Order Letters, electronic data records and/or Credit-Refund Vouchers in respect of Transaction(s) submitted to SaltPay, and/or any subsequent refunds made. The Merchant shall provide such copies to SaltPay within twenty (20) Banking Days of such request being received by the Merchant from SaltPay.

8.4. SaltPay is may perform a due diligence on the Merchant, its’ ultimate beneficial owners, directors, and authorized signatories according to laws on measures against money laundering and terrorist financing andthe Card Scheme rules. SaltPay is at any given time during the term of the Merchant Agreement to gather required due diligence information through third party systems or information providers which SaltPay has access to.

8.5. The Merchant shall promptly provide any other information and/or documentation reasonably requested by SaltPay, including requests for any customer due diligence information and/or information about the Merchant’s financial position including copies of the Merchant’s financial statements.

8.6. The Merchant shall, at the request of SaltPay, the Card Schemes and/or any authority having jurisdiction over SaltPay, grant certification authorities and/or investigators access to the Merchant’s Card acceptance equipment and systems.

8.7. The Merchant shall grant SaltPay, the Card Schemes and/or any authority having jurisdiction over SaltPay access to its premises including the Merchant Location at any time, and without any requirement of prior notice except where prior notice is required by law, for the purpose of auditing the Merchant’s compliance with the terms of the Merchant Agreement.

9. Merchant’s right to use the Card Scheme Marks and SaltPay’s Marks

9.1. Unless otherwise agreed with SaltPay and subject to clause 9.2, the Merchant agrees to display and exhibit (and keep displayed and exhibited) in a prominent position to the public such promotional sign or other material approved by SaltPay and may use names or designs approved solely by SaltPay to indicate which Cards are accepted for payment, which shall be displayed at least as prominently as other Card Scheme promotional sign or other material. The Merchant shall not use any other material referring to SaltPay or to any Card Schemes without SaltPay’s approval.

9.2. The Merchant is not required to display promotional signs or such other material if it is not engaged in selling services or goods to the general public or such practice is strictly prohibited by applicable laws or rules.

9.3. To the extent that SaltPay approves the use of any Card Scheme’s service marks or logos and/or SaltPay’s Marks, SaltPay represents to the Merchant that it is the registered user of Card Scheme’s service marks or logos, and that it is the owner of SaltPay’s Marks. To the extent that SaltPay approves the use of any Card Scheme’s service marks or logos and/or SaltPay’s Marks, SaltPay agrees to indemnify and hold the Merchant harmless from and against all claims arising out of the use by the Merchant of such service marks or logos in accordance with the terms of the Merchant Agreement and the Card Scheme Standards.

9.4. SaltPay and/or the Card Schemes may at any time and in their sole discretion notify the Merchant to discontinue any use or display of any of the Card Scheme Marks, SaltPay’s Marks and/or any use of other material referring SaltPay or to any Card Schemes. The Merchant shall immediately discontinue such use following receipt of a notice.

9.5. Nothing in the Merchant Agreement shall give the Merchant any rights of ownership in any intellectual property belonging to SaltPay or the Card Schemes. The Merchant’s sole right to use any intellectual property belonging to SaltPay or the Card Schemes shall be as set out in this clause 9.

IV. Transactions and submissions

10. Authorisation of Transactions

10.1. Subject to clause 10.3, the Merchant shall seek authorisation from SaltPay for every Transaction over the Merchant Floor Limit. The Merchant Floor Limit is the maximum value of a single Transaction that the Merchant may complete without SaltPay’s prior authorisation, and shall be the amount specified in the Merchant Application Form or as otherwise notified by SaltPay to the Merchant from time to time. If no Merchant Floor Limit is specified in the Merchant Application Form, the Merchant Floor Limit shall be zero and the Merchant shall seek authorisation from SaltPay for all Transactions. The Merchant shall ensure that it is identified in each authorisation request with the correct MCC.

10.2. SaltPay maintains an authorisation system, which may be accessed by direct electronic communications link. The Merchant may establish an on-line authorisation link between its sales system or terminal and SaltPay’s system. Unless otherwise agreed, the Merchant shall use the on-line link to authorise Transactions. The Merchant is responsible for ensuring that its equipment used to connect to the SaltPay’s authorisation system conforms to and is installed in accordance with the Card Scheme Standards and the Merchant Agreement.

10.3. In the event of a force majeure event that prevents the Merchant from communicating with SaltPay’s authorisation system and SaltPay’s nominated authorisation centre, the Merchant may submit unauthorised Transactions to SaltPay. The Merchant acknowledges that such Transactions may be at higher risk of being subject to Chargebacks as they may later be rejected by the Cardholder. For the avoidance of doubt, the Merchant is liable for all Chargebacks and related costs in accordance with clause 14.

10.4. The granting of an authorisation prior to a Transaction being processed is not an acceptance or assurance of that Transaction’s validity. In particular, a Transaction may be subject to Chargeback at a later date in accordance with the Card Scheme Standards. Furthermore, SaltPay may subsequently determine that a Transaction is an Illegitimate Transaction, notwithstanding the granting of authorisation. The Merchant also acknowledges that, amongst others, all Transactions that have not been verified by the Cardholder either with PIN, signature or through 3D Secure methods can later be rejected by the Cardholder.

10.5. SaltPay reserves the right to restrict or prohibit the acceptance of Transactions, Cards or currencies where it deems it appropriate. The circumstances in which SaltPay may exercise this right may include:

(a) if exchange controls or such similar local laws or regulations exist forbidding the exportation of Transactions or Transaction data abroad;

(b) if either SaltPay or the Merchant have reason to believe that the Cardholder, the Card or the Card Account Number has been or potentially will be involved in fraudulent activity or malpractice in obtaining goods and services, or may result in the failure to collect sums due from the Cardholder;

(d) where SaltPay is aware or suspects that the Transaction is an Illegitimate Transaction;

(e) where SaltPay is required to do so by law or a Card Scheme; or

(f) where SaltPay is aware or suspects that the Merchant’s practice is not in accordance with the Merchant Agreement and/or the Card Scheme Standards.

(g) Refunds, cf. clause 5.5.

11. Transaction Receipts

11.1. The Merchant’s terminal shall produce an electronic Transaction Receipt for each Transaction, including Refunds. A copy of the Transaction receipt must be provided to the Cardholder unless they decline to receive one.

11.2. Each completed Transaction Receipt shall contain at least the following:

(a) the Merchant’s DBA Name, street address, city and state/country;

(b) the Transaction Receipt type (sale, cash disbursement, refund);

(c) the Card Account Number however only reflecting the last four (4) digits of the Card Account Number. All preceding digits must be replaced with fill characters, such as “X,” “*,” or “#,” that are neither blank spaces nor numeric characters;

(d) the Transaction amount (or credit) indicated in the Transaction currency;

(e) the Transaction date (or credit preparation date);

(f) the authorisation code;

(g) for Card Present Transactions, an electronic recording of the magnetic stripe-read or chip-read or key entered Cardholder data;

(h) for a Chip Transaction, the application label and, at SaltPay’s discretion, the Transaction certificate (in its entirety) and related data.

(i) on the Merchant’s copy of the Transaction Receipt for Card Present Transactions only, adequate space for the Cardholder’s signature, unless the Transaction is completed with a PIN as the Cardholder verification method (CVM) or no CVM is used; and

(j) on Refund receipts only, the Merchant’s signature.

11.3. The Merchant authorises SaltPay to release Transaction Receipts and any data or other information relating to Transaction Receipts to any agent of SaltPay, the Card Schemes or any other party as is reasonably necessary for the purpose of fulfilling SaltPay’s obligations under the Merchant Agreement or SaltPay’s obligations as a Card Scheme Member.

12. Submission of Transactions

12.1. The Merchant shall submit to SaltPay, or to SaltPay’s authorised bureau as it may notify the Merchant from time to time, a summary of all of the Merchant’s valid Transactions which have not previously been submitted.

12.2. Each valid Transaction must be submitted within three (3) Banking Days after the date of the Transaction. Accordingly, the Merchant must submit a summary of Transactions at least once every three (3) Banking Days. The Merchant may however submit a summary of Transactions more frequently and SaltPay recommends a daily submission.

12.3. The Merchant may not submit a Transaction until one of the following occurs:

(a) the Transaction is completed;

(b) the goods or services are shipped or provided, however this does not apply in the event of a partial or full prepayment;

12.4. The Merchant shall not submit the same Transaction more than once except in accordance with clause 12.8.

12.5. The Merchant shall not submit any Illegitimate Transactions.

12.6. Each submission shall contain the information required to be contained on the Transaction Receipt for that Transaction, together with the Merchant’s MCC and the Merchant Account ID, unless SaltPay agrees in writing that a submission may omit certain information.

12.7. Each submission shall be in a form which is in accordance with the Card Schemes’ requirements.

12.8. If a submission does not meet the requirements of the Card Schemes, or if the Transaction information contained in the submission is insufficient to provide a Cardholder an overview of its Transactions, SaltPay shall use reasonable endeavours to advise the Merchant as soon as possible. In such situation, the Merchant may resubmit the submission or Transaction (as appropriate) within seven (7) days of the original submission. Should the Merchant resubmit the submission or Transaction (as appropriate) after seven (7) days after the original submission, the Merchant will be responsible for all Chargebacks as a result of the submission.

12.9. The Merchant shall in every way follow SaltPay’s instructions on card acceptance.

13. Instalment Payment Service

13.1. The provisions of this clause 13 shall apply where the Merchant is required by Card Scheme Rules to offer an Instalment Payment Service, or where SaltPay has agreed in writing that the Merchant may offer an Instalment Payment Service.

13.2. Where the Merchant offers or is required to offer an Instalment Payment Service, the Merchant shall ensure that its POS terminals have instalment payment services capability.

13.3. The Transaction Receipt shall contain the following additional information for instalment payments:

(a) a statement that instalment payment was chosen;

(b) the number of instalment payments; and

14. Chargebacks and Excessive Activity

14.1. Chargebacks will be handled according to the Card Scheme Standards of each Card Scheme. The Merchant’s rights to dispute Chargebacks shall be according to the dispute rules of the applicable Card Scheme.

14.2. All Chargebacks are the responsibility of the Merchant, and the Merchant shall pay SaltPay the amount of all Chargebacks on demand as well as any fees associated with Chargebacks. If a chargeback is made in a currency other than the Merchant’s settlement currency, the chargeback amount is converted on the date the chargeback is received by SaltPay. The Merchant shall be liable for any exchange rate differences, whether decreasing or increasing the Merchant’s settlement in the relevant settlement currency.

14.3. Should SaltPay be fined by the Card Schemes because of the Merchant’s Excessive Activity or the Merchant’s value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, such fines, cost or fees shall be reimbursed by the Merchant on demand.

V. Settlement, fees and payment

15. Settlement of valid Transactions

15.1. Subject to the Merchant’s compliance with the terms of the Merchant Agreement, SaltPay will, on the terms of the Merchant Agreement, settle directly to the Merchant all valid Transactions submitted by the Merchant.

15.2. Subject to the other terms of the Merchant Agreement, including SaltPay’s right to withhold settlement pursuant to clause 21, SaltPay will pay to the Merchant on the Settlement Date the Settlement Value of all unsettled, valid purchase Transactions submitted by the Merchant.

15.3. Settlement payments will be made by SaltPay to a bank account in the Merchant’s name. The Merchant’s initial bank account for settlement is as set out in the Merchant Application Form. The Merchant must notify SaltPay if it wishes to change settlement accounts by sending to SaltPay a signed change form along with bank confirmation details, irrevocably authorising settlement to be paid to the settlement account specified in the change form. SaltPay may refuse to accept a change of settlement account if it believes that it may expose SaltPay or any of its providers to additional risk.

15.4. SaltPay shall have the right to receive payment from the Card Schemes in respect of all Transactions submitted to SaltPay. The Merchant acknowledges that it shall have no direct claim against the Card Schemes in respect of Transactions submitted to SaltPay.

15.5. The Merchant shall only be entitled to payment of the Settlement Value in respect of valid Transactions into its specified bank account from the date on which SaltPay is obliged to make settlement payment in respect of those Transactions in accordance with the terms of the Merchant Agreement. The Merchant shall have no right to interest on any funds held by SaltPay in respect of any Transactions prior to SaltPay’s obligation to make settlement payment to the Merchant’s specified bank account in respect of those Transactions.

15.6. SaltPay will prepare a settlement letter/settlement notice in connection with settlement payment which shall be made accessible to the Merchant. The settlement letter/settlement notice shall contain information on the amount paid and specify the Transactions included in the settlement as well as all Fees and other deductions, adjustments and set-off.

15.7. Acceptance and/or settlement of Transactions by SaltPay, and/or inclusion of Transactions by SaltPay in a settlement letter/notice or other notification that Transactions are to be settled, shall not be nor be deemed to be binding on SaltPay as to the validity of those Transactions. SaltPay reserves the right to reject any Transaction at any point if it becomes aware or suspects that it is an Illegitimate Transaction.

15.8. Should the accumulated amount of Merchant’s refunds, chargebacks, fees or other amounts owed to SaltPay be higher than the Merchant’s aggregated Settlement Value at the same time, the Merchant shall pay the Negative Balance on the due date. The due date is seven days after the date of the Negative Balance. Should a payment date fall on a banking holiday the payment date shall be on the following weekday.

15.9. The Merchant shall have no right to receive his Settlement Value from SaltPay, that is the value of valid transactions, until a payment for them has been received by SaltPay from the Card Schemes and/or the relevant card issuer. The Merchant shall have no right to interest on transactions from the date of submission as well as of any funds held by SaltPay.

16. Interest

16.1. If a Merchant accumulates a Negative Balance as set out in section 15.8, the Merchant will pay SaltPay interest on the total amount of the Negative Balance. The amount of interest to be charged on the negative balance will be as follows:

(a) From the date on which the Merchant accumulates the Negative Balance until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in SaltPay’s Fee Tariff from the date on which the Merchant accumulates the Negative Balance until the date on which it is paid; and then

(b) From the due date as set out in section 15.8 until the Negative Balance has been paid Interest will be paid by the Merchant on the total Negative Balance at the interest rate as set out in SaltPay’s Fee Tariff plus rates according to Section 5 of Act no. 38/2001 on interests and indexation according to the

16.2. SaltPay reserves the right to change the interest set out in the Fee Tariff in accordance to section 30.

16.3. Calculation on interests is based on 30 interest days per month and 360 interest days per year. Interests are calculated from a Negative Balance at the end of each day and is credited to the Merchant’s account. Interests are not calculated on the day the Negative Balance is corrected. All payments made by the Merchant due to a debt are first allocated to the payment of interests and costs, including collection fees and attorney fees where applicable.

17. Illegitimate Transactions

17.1. For the avoidance of doubt, SaltPay shall have no obligation to settle or make any payment to the Merchant in respect of any Illegitimate Transactions, and the Merchant shall have no right to any payment in respect of any Illegitimate Transactions.

17.2. If SaltPay has settled any Transaction which it subsequently becomes aware or reasonably suspects is an Illegitimate Transaction, SaltPay shall be entitled to immediate repayment of the Settlement Value of that Transaction from the Merchant and, without limitation to any other rights or recourse SaltPay may have, SaltPay may deduct the Settlement Value of that Transaction from any future settlement with the Merchant.

17.3. Notwithstanding the foregoing, the Merchant shall be liable to pay SaltPay all Fees in respect of the Illegitimate Transactions as if they were valid Transactions, as well as any other amounts to which SaltPay may be entitled from the Merchant pursuant to the terms of the Merchant Agreement.

17.4. For the avoidance of doubt, clauses 17.1- 17.3 shall apply regardless of whether SaltPay is required or able to return any funds in respect of the Transactions to the Card Schemes, the Card Issuer or the Cardholder.

18. Minimum Settlement Amount

18.1. SaltPay reserves the right to decide upon a minimum settlement amount. When settlement is lower than minimum settlement amount, payment will be postponed to next settlement date when the accumulated settlement amount reaches the minimum amount.

18.2. If the Settlement Value of valid Transactions due for settlement on a Settlement Date is less than the Minimum Settlement Amount, settlement of those Transactions will be delayed until the next scheduled Settlement Date on which the Settlement Value of valid Transactions due for settlement equals or exceeds the Minimum Settlement Amount.

19. Fees and other amounts payable by the Merchant

19.1. Merchant requests that SaltPay charge blended merchant service fees without a reference to different categories and different brands of payment cards with different interchange fee levels. If a Merchant wishes to be charged unblended merchant service fees, please contact SaltPay. Merchant also requests that individually specified information on SaltPay‘s merchant service fees, interchange fees and Scheme Fees, will not be specified in a Merchant Agreement. Segregated information on Fees deducted shall be published on the Merchant Web Portal.

19.2. The Merchant shall pay SaltPay the Fees. The Interchange Fees, Scheme Fees and Service Fees that are charged per Transaction shall become due at the time the Transaction is submitted. The Transaction Processing Fees shall become due at the time authorisation is sought in respect of the Transaction. SWIFT Settlement Fees shall become due at the time of the settlement payment. Chargeback Fees shall become due at the time the Chargeback is initiated. All other Service Fees and other fees shall become due at the time the service is provided by SaltPay or SaltPay is otherwise entitled to payment in accordance with the terms of the Merchant Agreement.

19.3. The Merchant shall pay SaltPay on demand any other amounts payable by the Merchant to SaltPay under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including any Refunds, Chargebacks, reimbursement of currency conversion costs, reimbursement of any fines and assessments and indemnity or damages payments.

19.4. The Merchant shall be fully responsible for all costs related to the fulfilment and performance of its obligations under the Merchant Agreement, including the cost of any Third-Party Processor providing services to the Merchant. Where SaltPay pays any cost of any Third-Party Processor providing services to the Merchant, the Merchant shall reimburse SaltPay on demand.

19.5. Ordinarily SaltPay will deduct any and all Fees and other amounts payable by the Merchant under the Merchant Agreement from settlement payments in accordance with clause 20. SaltPay reserves the right however to require the Merchant to pay directly to SaltPay all Fees and other amounts owed by the Merchant to SaltPay, and the Merchant shall have no right to set off or withhold any Fees or other amounts due to SaltPay against any settlement payments or other amounts due to the Merchant from SaltPay. SaltPay reserves the right to collect any Fees or other amounts owed by the Merchant to SaltPay by way of direct debit. For the avoidance of doubt, SaltPay’s claims against the Merchant for Fees and other amounts due from the Merchant shall not be limited to amounts recoverable from settlement payments, any reserves or otherwise under clause 20, and the Merchant shall remain liable for payment of all other amounts payable by the Merchant in connection with the Merchant Agreement.

20. Deductions, adjustments and risk provision

20.1. SaltPay shall deduct from, or add to in the case of an adjustment in favour of the Merchant, the Transaction Value of valid purchase Transactions to be settled the following amounts to the extent that they have not previously been paid by the Merchant to SaltPay, or, in case of an adjustment in favour of the Merchant, by SaltPay to the Merchant:

(a) the Fees;

(b) any amounts as a result of Chargeback and fees associated with them;

(d) any other charges or deductions that SaltPay is entitled to make pursuant to the Merchant Agreement;

(e) any other amounts owed by the Merchant to SaltPay under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement, including as a result of actual or suspected Illegitimate Transactions, currency conversion costs, reimbursement of Third Party Processor fees and/or reimbursement of any fines and assessments and indemnity or damages payments;

(f) any tax or official charges, including any value added tax, levied on any amounts payable by SaltPay to the Merchant under the Merchant Agreement, which SaltPay shall charge the Merchant and pay to the applicable authority; and

(g) corrections in the event of incorrect settlement.

20.2. All deductions and adjustments made pursuant to this clause 20 shall be documented in writing by SaltPay. All amounts deducted from, or added to, the Transaction Value pursuant to this clause 20 shall be deemed to have been paid on the date such deduction or adjustment is made.

20.3. Without prejudice to clause 20.1, to the extent permitted by law SaltPay may, by written notice, set off any amounts owed by it to the Merchant under the Merchant Agreement or for any reason, against any amounts owed by the Merchant to SaltPay under or in relation to the Merchant Agreement or any other agreement.

20.4. SaltPay reserves the right, both during its initial onboarding of a Merchant and as part of ongoing risk management and assessment, to require the Merchant to provide such additional financial guarantees or security as SaltPay may determine appropriate. If a request for additional financial guarantees or security is made by SaltPay after the entry into the Merchant Agreement, the request will be regarded as an amendment to the Merchant Agreement pursuant to section IX Amendments. If the Merchant does not terminate the Merchant Agreement in accordance with clause 31 following SaltPay’s request for additional financial guarantees or security, the Merchant will be deemed to have accepted the amendment.

21. SaltPay’s right to withhold payment

21.1. SaltPay may rightfully withhold any unpaid and/or upcoming settlement and/or payment from any reserve towards the Merchant in any of the following circumstances:

(a) in case of any Transactions which SaltPay suspects may not be valid Transactions, SaltPay may withhold payment until SaltPay is satisfied that the Transactions are valid Transactions;

(b) where SaltPay or any other authorised person has requested information from the Merchant pursuant to the Merchant Agreement, SaltPay may withhold payment until such information has been provided to SaltPay’s satisfaction;

(c) in case of the Merchant’s violation of the Merchant Agreement and/or the Card Scheme Standards, SaltPay may withhold payment until the violation has been remedied and all liabilities resulting from the violation have been met by the Merchant;

(d) in case of a suspicion of a Merchant fraud or potential violation of the Merchant Agreement and/or the Card Scheme Standards, SaltPay may withhold payment until an investigation has been concluded by SaltPay and SaltPay is satisfied that there has been no Merchant fraud or violation of the Merchant Agreement and/or the Card Scheme Standards;

(e) in case Chargeback(s), Refund(s) and/or other activity of the Merchant may expose SaltPay to a credit risk as determined by SaltPay, SaltPay may withhold payment until an investigation has been concluded by SaltPay and SaltPay is satisfied it will not be exposed to a credit risk;

(f) where SaltPay reasonably believes that amounts to be received in respect of Transactions will not cover the Merchant’s future liabilities towards SaltPay, including but not limited to any Fees as well as any Chargebacks or Refunds, SaltPay may withhold payment until SaltPay is satisfied that amounts to be received in respect of Transactions will sufficiently cover the Merchant’s future liabilities;

(g) in case of the Merchant suffering financial difficulties which could, in SaltPay’s opinion acting in its sole discretion, cause SaltPay to suffer loss, SaltPay may withhold payment until the Merchant’s financial difficulties have been resolved;

(h) where instructed or required by any Card Scheme, SaltPay may withhold payment for as long as instructed or required by the Card Scheme; or

(i) where SaltPay is not, or reasonably believes that it is not, permitted by law to make payment to the Merchant, SaltPay may withhold payment until such time as it is of the opinion that it is permitted to make payment.

21.2. To the extent permitted by law, SaltPay shall notify the Merchant of any withheld payment and the reason for withholding payment. SaltPay reserves the right to change or assert additional reasons for withholding payment should new information come to SaltPay’s attention that would independently give SaltPay a right to withhold in accordance with clause 21.1.

21.3. Once the circumstances entitling SaltPay to withhold payment have ended, SaltPay will make settlement payment on the next scheduled Settlement Date, provided that there are no circumstances then in existence which entitle SaltPay to withhold payment.

VI. Data protection

22. Data protection

22.1. The Data Processing Agreement sets out the terms on which personal data in relation to Cardholders and/or Transactions is processed, and the rights and obligations of SaltPay and the Merchant. Without prejudice to the Data Processing Agreement or any other specific provisions of the Merchant Agreement with respect to data handling or data security, the Merchant shall at all times comply with all applicable data protection legislation and rules, including in relation to Cardholder or Transaction information.

22.2. Data security is extremely important to SaltPay and SaltPay has put in place appropriate security measures to prevent Merchant data, personal data, as well as Cardholder information, from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, SaltPay limits access to personal data to those employees, agents, contractors and other third parties who have a business need to know. SaltPay has put in place procedures to deal with any suspected personal data breach and will notify the Merchant, and any applicable regulator of a breach where SaltPay is legally required to do so.

22.3. SaltPay is the sole owner of all data and information that are contained within its system, such as card information. The utilisation of the aforementioned data is, however, limited to use directly or indirectly for the purposes of the Merchant Agreement and only for the purposes set out in SaltPay’s data protection policies.

22.4. SaltPay may not under any circumstances provide the Merchant with any Cardholder information.

22.5. To the extent permitted by law, SaltPay may conduct checks, monitoring and/or surveillance on the Merchant and the Merchant’s Location, whether remotely or in person, to audit and monitor the Merchant’s compliance with the terms of the Merchant Agreement.

22.6. In certain circumstances, including if SaltPay terminates the Merchant Agreement, SaltPay may be required to report information about the Merchant to the Card Schemes. Furthermore, SaltPay may inform the Card Schemes and any appropriate authorities of individual Transactions and/or total turnover by the Merchant, whether on specific Cards or on an aggregate basis. Furthermore, SaltPay may provide SaltPay’s settlement banks information and/or documentation upon request, provided that such a request is part of the bank’s due diligence concerning the settlement with the Merchant. The Merchant consents to such reporting by SaltPay and in no circumstances shall the Merchant have any claim against SaltPay in respect of such reporting.

VII. Liability

23. Indemnity by the Merchant

23.1. The Merchant agrees to indemnify and hold SaltPay harmless from and against any loss, claim, action, injury, liability, fine, penalty or expense (including reasonable legal costs) incurred by SaltPay arising out of or in connection with anything negligently, intentionally, wrongfully or illegally done or omitted to be done by the Merchant, its agents or representatives (or the employees of any of the foregoing) in connection with the Merchant Agreement or as a result of the breach of the Merchant Agreement, including any fines or assessments as a result of non-compliance with the Card Scheme Standards or other regulations. This indemnity is in addition to and does not limit any general legal rights that SaltPay may have for breach of contract by the Merchant, including but not limited to the right to recover damages.

23.2. The Merchant agrees that SaltPay shall be entitled in its reasonable discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against it and shall be under no liability in respect thereof to the Merchant.

24. Limitation of SaltPay’s liability

24.1. Subject to clause 24.3, in no circumstances shall SaltPay be liable to the Merchant for any:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill; or

(f) indirect or consequential loss.

24.2. Subject to clause 24.3 and except in relation to SaltPay’s obligation to pay the Settlement Value of valid Transactions when due, SaltPay’s total liability for all losses, claims or damages arising out of any and all breaches of the Merchant Agreement by SaltPay shall be limited to the amount of Fees received by SaltPay from the Merchant in the twelve (12) months preceding the breach.

24.3. Nothing in clauses 24.1 or 24.2 shall limit any liability which cannot legally be limited.

VIII. Term and termination

25. Duration of the Merchant Agreement

25.1. Unless otherwise stated in the Merchant Application Form, the Merchant Agreement shall remain in force until it is terminated by either SaltPay or the Merchant in accordance with its terms, until it is superseded by a new Merchant Agreement between SaltPay and the Merchant or until the Merchant Agreement is otherwise deemed null and void.

26. Termination by the Merchant

26.1. The Merchant may terminate the Merchant Agreement at any time without cause by giving not less than one (1) month’s written notice to SaltPay.

26.2. In addition to the Merchant’s right to terminate the Merchant Agreement immediately upon written notice pursuant to clause 50.4 and 31, the Merchant may terminate the Merchant Agreement immediately upon written notice to SaltPay if one or more of the following circumstances occurs:

(a) SaltPay does not make payment of any amount due to the Merchant pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by SaltPay within fourteen (14) days of the Merchant giving SaltPay notice;

(b) SaltPay breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from the Merchant notifying SaltPay of the breach;

(d) any of the following occurs in relation to SaltPay, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:

(i) SaltPay ceases to conduct its business,

(ii) an order is made or resolution passed for the winding up of SaltPay,

(iii) SaltPay makes or seeks to make any composition or arrangement with its creditors,

(iv) SaltPay is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,

(v) an administrator, administrative receiver, receiver or manager is appointed in respect of SaltPay or its property, or

(vi) any event analogous to any of the foregoing occurs in any jurisdiction in relation to SaltPay.

27. Termination by SaltPay

27.1. SaltPay may terminate the Merchant Agreement at any time without cause by giving not less than two (2) months’ written notice.

27.2. SaltPay may terminate the Merchant Agreement immediately upon written notice to the Merchant if one or more of the following applies:

(a) SaltPay is required by law, a Card Scheme, the Card Scheme Standards or any regulatory or other body having jurisdiction over it to terminate the Merchant Agreement;

(b) it becomes unlawful for SaltPay to continue providing services to the Merchant;

(c) the Merchant has, or SaltPay reasonably believes that the Merchant has, provided inaccurate, incomplete or misleading information to SaltPay in connection with the application for, entry into and/or operation of the Merchant Agreement;

(d) the Merchant is, or SaltPay reasonably believes that the Merchant is, in breach of the Card Scheme Standards and/or any applicable laws or regulation;

(e) the Merchant has, or SaltPay reasonably believes that the Merchant has, submitted Illegitimate Transaction(s) to SaltPay;

(f) there is a material change in the nature of the Merchant’s business; (g) the Merchant sells all or a substantial portion of its assets;

(h) the Merchant merges with another entity and/or there is a change of control of the Merchant;

(i) the Merchant, whether through its action or omission, does anything which SaltPay reasonably believes is detrimental to SaltPay’s or a Card Scheme’s brand, image, reputation or goodwill or may otherwise cause harm or loss to the goodwill of a Card Scheme’s payment system;

(j) any other event or series of events whether related or not (including, without limitation, irregular card sales, Excessive Activity, value of Refunds exceeds 5% of the Transaction Value of Transactions processed per month, indications of fraudulent Transactions or Illegitimate Transactions, any material adverse change in the business assets or financial condition of the Merchant) occurs which, in the opinion of SaltPay, with reference where relevant to its risk policy, may affect the ability of the Merchant to comply with any or all of its obligations pursuant to the Merchant Agreement;

(k) the Merchant does not make payment of any amount due to SaltPay pursuant to the Merchant Agreement on the due date, and such breach has not been remedied by the Merchant within fourteen (14) days of SaltPay giving the Merchant notice;

(l) the Merchant breaches any other terms of the Merchant Agreement and, where the breach is capable of remedy, has not remedied that breach within a period of fourteen (14) days in the case of material breaches and thirty (30) days in the case of non-material breaches from SaltPay notifying the Merchant of the breach;

(m) the Merchant has not, within fourteen (14) days from receiving SaltPay’s request of information which SaltPay considers necessary, such as for SaltPay’s risk assessment and due diligence on the Merchant, provided such requested information;

(n) the Merchant has not, within seven (7) days from receiving SaltPay’s request thereof, provided any collateral;

(o) the Merchant repudiates any terms of the Merchant Agreement; or

(p) the Merchant’s representative gets a hit on any sanction list;

(q) the Merchant’s operations are no longer operate within SaltPay’s defined risk appetite;

(r) any of the following occurs in relation to the Merchant, provided however that no right of termination shall arise if it would be contrary to the applicable law in such circumstances:

(i) the Merchant ceases to conduct its business,

(ii) an order is made or resolution passed for the winding up of the Merchant,

(iii) the Merchant makes or seeks to make any composition or arrangement with its creditors,

(iv) the Merchant is unable to pay its debts or seeks or is subjected to a moratorium for the payment of its debts,

(v) an administrator, administrative receiver, receiver or manager is appointed in respect of the Merchant or its property, or

(vi) any event analogous to any of the foregoing occurs in any jurisdiction in relation to the Merchant.

28. Partial termination and closing of Merchant Account ID

28.1. Either SaltPay or the Merchant may terminate the Merchant Agreement in relation to one or more Card Scheme, with the Merchant Agreement remaining in force in respect of the other relevant Card Scheme(s). Notice of partial termination pursuant to this clause 28 shall be made in accordance with the provisions of clause 26 or clause 27 (as applicable).

28.2. Where the Merchant, which is not a consumer as defined in the Acts on Payment Services, has not submitted transactions to SaltPay for acquiring in thirteen (13) months, without giving any reason, SaltPay can, without notice, close the Merchant’s account(s) so that transactions cannot be submitted to SaltPay. The Merchant can request a reopening within three (3) months from the closure of the account(s). Consequences of termination

28.3. Upon termination of the Merchant Agreement, however occurring, the Merchant shall immediately stop submitting Transactions to SaltPay and shall cease all use of the Card Scheme Marks and any of SaltPay’s intellectual property and, except as specified in this clause 28.2, SaltPay’s obligations under the Merchant Agreement shall cease.

28.4. Termination, however occurring, will not affect any liabilities incurred or arising on or prior to or relating to events occurring on or prior to termination. Without prejudice to SaltPay’s rights to withhold settlement or any of SaltPay’s other rights under the Merchant Agreement, settlement of valid Transactions submitted prior to termination of the Merchant Agreement shall occur on the next applicable Settlement Date after termination.

28.5. Following termination of the Merchant Agreement the provisions of clauses 6, 7, 14-21, 23, 24, 38 and 39 of these Terms and Conditions as well as any other provisions of the Merchant Agreement which expressly or by implication survive termination shall remain in full force and effect.

IX. Amendments

29. SaltPay’s right to amend the Merchant Agreement

29.1. SaltPay may amend the terms of the Merchant Agreement, including the Fees, the Tariff, instructions and these Terms and Conditions, from time to time.

29.2. Subject to clause 30, amendments to the Merchant Agreement will take effect on the date stated by SaltPay and will apply to the relationship between SaltPay and the Merchant from and including that date. If the Merchant does not terminate the Merchant Agreement in accordance with clause 31, the Merchant will be deemed to have accepted the amendments.

29.3. SaltPay may vary the Merchant Floor Limit at any time and for any reason, and may set different Merchant Floor Limits in respect of each Card Scheme.

29.4. Should the Merchant request changes of any given information in his Merchant Agreement such a request shall come via the Merchant’s registered e-mail. Changes regarding Fees, Settlement Account(s) or products shall be confirmed in a written change form, signed by the Merchant’s authorised signatory. SaltPay can also request an updated, signed Merchant Agreement or a signed appendix to the Agreement.

30. Notice of amendments

30.1. Subject to clauses 30.2-30.4, SaltPay will notify the Merchant at least two (2) months before any amendments to the Merchant Agreement are expected to take effect. When the Merchant is not a consumer as defined in the Acts on Payment Services SaltPay can inform the Merchant of any changes without any notice. SaltPay will provide the Merchant with information about the amendments.

30.2. To the extent permitted by law, SaltPay may, if required by law, a Card Scheme or any regulatory or other body having jurisdiction over it, amend any provision of the Merchant Agreement with a shorter notice period than specified in clause 30.1. SaltPay will notify the Merchant of the amendments as soon as reasonably possible.

30.3. SaltPay may amend any interest or exchange rates at any time and without prior notice, where the changes to those rates are based upon the alteration of reference or exchange rates.

30.4. SaltPay may vary the Merchant Floor Limit at any time without prior notice to the Merchant.

31. Merchant’s right to terminate

31.1. If the Merchant does not agree with any amendment to the Merchant Agreement, the Merchant may terminate the Merchant Agreement in writing with immediate effect and without charge.

31.2. Notice of termination given by the Merchant pursuant to clause 31.1 must be given to SaltPay at the latest by the day prior to the expected date of the amendment becoming effective, provided that, where SaltPay has given the Merchant less than two (2) months’ notice of the amendments pursuant to clause 30.2, the Merchant may give SaltPay notice of termination pursuant to clause 31.1 within two (2) months of SaltPay notifying the Merchant of the amendments.

X. Miscellaneous provisions

32. Force Majeure

32.1. SaltPay shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any of its obligations pursuant to the Merchant Agreement caused by any circumstance beyond its reasonable control (“Force Majeure Event”), which shall, without limiting the generality of the term, be deemed to include, unless due to SaltPay’s failure to take reasonable care, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break down or damage to electronic, telecommunications or other equipment, fire, flood, pandemic acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of SaltPay ), legislative or administrative interference.

32.2. On the occurrence of a Force Majeure Event, SaltPay may at its complete discretion perform or suspend performance of the Merchant Agreement. In the event that performance is suspended SaltPay will, to the extent practical, seek to meet the Merchant forthwith (or converse by whatever means may be more practicable and acceptable to both parties) to discuss the circumstances with a view to reaching a satisfactory solution. SaltPay shall take all steps which are reasonable in the circumstances to put itself in a position whereby it can perform its obligations pursuant to the Merchant Agreement.

33. Entire agreement

33.1. The Merchant Agreement constitutes the entire agreement between the Merchant and SaltPay in relation to the subject matter herein and any previous agreements with similar effect shall terminate immediately on the commencement of the Merchant Agreement except in respect of rights and obligations accrued under such agreements.

33.2. For the avoidance of doubt, where an existing Merchant enters into a new Merchant Agreement solely in respect of a Merchant Location or the provision of goods or services not covered by its existing Merchant Agreement(s), such new Merchant Agreement shall be in addition to and shall not terminate the Merchant’s existing Merchant Agreements unless otherwise agreed by SaltPay and the Merchant.

34. Assignment and use of sub-contractors and agents

34.1. The Merchant may not assign or transfer all or any of its rights or obligations under the Merchant Agreement without the prior written consent of SaltPay.

34.2. SaltPay may assign or transfer its rights under the Merchant Agreement without any requirement of consent from the Merchant.

34.3. SaltPay also reserves the right to fulfil any of its duties and obligations under the Merchant Agreement using agents and/or sub-contractors. Any such agent or subcontractor used by SaltPay shall always operate under the identity of SaltPay, and SaltPay shall remain responsible to the Merchant for the contractual relationship with the Merchant.

34.4. Without limitation, SaltPay may use an ISO to provide certain services to the Merchant. Where SaltPay uses an ISO, the identity of the ISO may be stated in the Merchant Application Form or otherwise notified by SaltPay to the Merchant. For the avoidance of doubt, the ISO is a service provider of SaltPay and not of the Merchant. The Merchant’s contractual relationship shall be with SaltPay and not with the ISO, regardless of whether the ISO has signed the Merchant Application Form.

35. Invalidity and severability

35.1. If any provision of the Merchant Agreement is declared invalid, illegal, or unenforceable, such declaration shall not affect the validity, legality or enforceability of any other provision. The Merchant Agreement shall then be construed as though such provision had never been contained herein, and the provision will be replaced by mutually acceptable wording, which comes closest to the intention underlying the provision.

36. No waiver or amendment

36.1. No waiver by SaltPay of any breach of the Merchant Agreement shall operate as a waiver of any subsequent or continuing breach. No failure or delay by SaltPay to exercise any of its rights pursuant to the Merchant Agreement shall be or be deemed to be a waiver or forfeit of those rights by SaltPay, and, in particular but without limitation to the foregoing, SaltPay may exercise its right to terminate the Merchant Agreement at any point after such right has arisen, regardless of whether or not the circumstances which gave rise to that right are still occurring at the time of exercise.

37. Notices

37.1. SaltPay may give notices to the Merchant in respect of the Merchant Agreement:

(a) by post or hand or courier delivery to the Merchant’s registered office, place of business specified in the Merchant Application Form or any other address for notices specified in the Merchant Application Form, in which case the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post;

(b) by e-mail to an e-mail address specified in the Merchant Application Form or any other e-mail address provided by the Merchant from time to time, in which case the notice shall be regarded as given when it is sent by SaltPay;

(c) where the Merchant uses the Merchant Web Portal (B-Online), via the Merchant Web Portal (B-Online), in which case the notice shall be regarded as given when it is made available by SaltPay in the Merchant Web Portal (B-Online); or

(d) where SaltPay provides services to the Merchant through an ISO, via the ISO, however for the avoidance of doubt, SaltPay shall not be required to give the Merchant notices via the ISO.

37.2. The Merchant may give notices to SaltPay in respect of the Merchant Agreement:

(a) by post or hand or courier delivery to the address for notices specified in the Merchant Application Form or, if no address for notices is specified in the Merchant Application Form, to SaltPay IIB hf.., Ármúli 30, 108 Reykjavík, Iceland, Attn: General Manager Acquiring, in which cases the notice shall be regarded as given when it is delivered or, in the case of post, two Banking Days after it was posted in the case of domestic post and five Banking Days after it was posted in the case of international post; or (b) by e-mail to the e-mail address specified in the Merchant Application Form or, if no e-mail address for notices is specified in the Merchant Application Form, to SaltPay@SaltPay.is, in which cases the notice shall be regarded as given when it is received by SaltPay.

37.3. All notices shall be given in the language specified in the Merchant Application Form or in English. If no language for the giving of notices is specified in the Merchant Application Form, notices shall be given in Icelandic or English in respect of Merchants whose Merchant Location is in Iceland, and English in respect of all other Merchants.

XI. Governing law and resolution of disputes

38. Governing Law

38.1. The Merchant Agreement and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law specified in the Merchant Application Form or the Merchant Agreement form.

38.2. If no governing law is specified in the Merchant Application Form, the Merchant Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Icelandic law.

39. Resolution of Disputes

39.1. If the Merchant is dissatisfied with SaltPay’s service, the Merchant may make a complaint to SaltPay. SaltPay’s complaints handling policy and information on how to make a complaint can be found on SaltPay’s website.

39.2. The Merchant may also refer certain disputes relating to the Merchant Agreement to the Icelandic Complaints Committee on Transactions with Financial Firms. Further information on the Complaints Committee can be found at the website of the Icelandic Financial Supervisory Authority www.fme.is. A ruling by the Complaints Committee does not prevent subsequent handling of the case by a court of law.

39.3. Without prejudice to the foregoing, the courts of the jurisdiction specified in the Merchant Application Form or Merchant Agreement shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Merchant Agreement or its subject matter or formation. If no courts are specified in the Merchant Application Form, the District Court of Reykjavík, Iceland shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Merchant Agreement or its subject matter or formation.

XII. Special conditions for card not present transactions

40. Scope and application

40.1. These special conditions apply to all Merchants who conduct Card Not Present Transactions. Where Transactions are conducted over the internet, SaltPay’s special conditions for internet merchants also apply in addition to these special conditions.

40.2. Except to the extent that these special conditions directly conflict with any provisions of SaltPay’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of SaltPay’s general Terms and Conditions.

41. Authorisation to accept Cards as payment for Card Not Present Transactions

41.1. Only Merchants who have specifically signed a Merchant Agreement with SaltPay to submit Card Not Present Transactions may accept Cards as payment for Card Not Present Transactions.

42. Registration of information

42.1. In respect of Card Not Present Transactions, the Merchant shall obtain the following information from the Cardholder:

(a) Card Account Number;

(b) expiry date of the Card;

(d) Cardholder's name and initials;

(e) if applicable, Cardholder’s statement address;

(f) if applicable and different to the Cardholder’s statement address, the delivery address; and

(g) such additional information as may be notified to the Merchant by SaltPay in writing from time to time.

43. Transaction Receipts

43.1. A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic or physical means.

XIII. Special conditions for internet merchants

44. Scope and application

44.1. These special conditions apply to all Merchants who conduct Transactions over the internet.

44.2. Except to the extent that these special conditions directly conflict with any provisions of SaltPay’s general Terms and Conditions, these special conditions are supplementary to and do not supersede or replace any of SaltPay’s general Terms and Conditions. SaltPay’s special conditions for Card Not Present Transactions apply in addition to these special conditions.

45. Authorisation to accept Cards as payment for Transactions over the internet

45.1. Only Merchants who have specifically been authorised by SaltPay to accept Cards as payment for Transactions over the internet may accept Cards as payment for valid Transactions over the internet.

45.2. The Merchant’s Location shall be the url specified in the Merchant Application Form only.

45.3. All Transactions made via the internet shall be correctly coded as e-commerce Transactions.

46. Disclosure of information on website

46.1. The Merchant shall clearly disclose the following information on any website where it accepts Card payments:

(a) the Card Scheme logos in full colour and in a non-discriminatory manner to indicate Card acceptance;

(b) a complete description of the goods or services offered for sale by the Merchant via its website;

(d) the terms and conditions of a promotion, if restricted;

(e) a “click to accept” button, or other acknowledgement, evidencing that the Cardholder has accepted the Merchant’s return/refund policy;

(f) information on the Merchant’s customer service contact, including e-mail addresses or telephone number;

(g) the address of the Merchant’s permanent establishment and the address of the Merchant’s outlet;

(h) information on the transaction currency;

(i) information on export restrictions and any other legal restrictions (if known);

(j) the Merchant’s delivery policy;

(k) the Merchant’s consumer data privacy policy;

(l) disclosure of the country in which the Merchant’s outlet is located at the time of presenting payment options to the Cardholder; (m) the Merchant’s security capabilities and policy for transmission of payment card detail; and

(n) display of Merchant’s terms and conditions during the order process either:

(i) on the same screen used as the checkout screen indicating the total transaction amount, or

(ii) within the sequence of web pages accessed by the Cardholder prior to the final checkout.

47. Transaction Receipts

47.1. For each completed e-commerce Transaction a printable receipt page must be displayed after the Cardholder confirms a purchase. A copy of the Transaction Receipt shall upon the Cardholder’s request be sent via e-mail or other electronic means.

48. Online security

48.1. Merchants accepting Card payments via the internet shall ensure that Card Account Numbers are secured during transmission and storage. Merchants are encouraged to use SaltPay’s virtual number service.

48.2. SaltPay reserves the right to decline certain types of business for e-commerce Transactions if 3D Secure methods are not used by the Merchant. If 3D Secure methods are used, the Issuer-provided Cardholder authentication verification value shall be included in each authorisation request.

49. Use of affiliates

49.1. The Merchant shall not use any affiliates in order to increase traffic through its website without permission from SaltPay. SaltPay may at any time request a copy of the Merchant’s agreement(s) with its affiliates.

50. Rolling Reserve and security

50.1. SaltPay may establish a Rolling Reserve to ensure SaltPay’s recovery of any Fees and/or any other amounts owed to it or reasonably anticipated to be owed to it by the Merchant under the Merchant Agreement or as a result of the Merchant’s breach of the Merchant Agreement.

50.2. If SaltPay establishes a Rolling Reserve, SaltPay shall deduct the Rolling Reserve Deduction from the Transaction Value of Transactions to fund the Rolling Reserve.

50.3. The Rolling Reserve Deduction shall be as specified in the Merchant Application Form or otherwise notified by SaltPay to the Merchant. If no Rolling Reserve Deduction is specified in the Merchant Application Form or otherwise notified by SaltPay to the Merchant, the Rolling Reserve Deduction shall be zero. SaltPay may change the Rolling Reserve Deduction in its sole discretion by notice to the Merchant, including as a result of the Merchant’s actions giving SaltPay reason to believe that the current Rolling Reserve Deduction and amounts accruing in the Rolling Reserve may not sufficiently cover amounts which the Merchant may owe to SaltPay, Excessive Activity, increase in Transaction volume above the Merchant’s estimation, warnings or assessments from the Card Schemes and any significant negative deterioration of the Merchant’s financial position.

50.4. A notification of the establishment of a Rolling Reserve or change to the percentage of the Rolling Reserve Deduction shall be sent to the Merchant at least two (2) weeks before the first deduction from settlement or the first deduction at the new Rolling Reserve Deduction percentage, as applicable, is expected to take place. If SaltPay notifies the Merchant that it will establish a Rolling Reserve or increase the percentage of the Rolling Reserve Deduction, the Merchant may terminate the Merchant Agreement in writing with immediate effect prior to the establishment of the Rolling Reserve or change to the percentage of the Rolling Reserve Deduction becoming effective.

50.5. SaltPay may use any funds in the Rolling Reserve to pay any Fees and/or other amounts owed to SaltPay by the Merchant. All payments by way of funds from the Rolling Reserve shall be documented in writing by SaltPay.

50.6. The Rolling Reserve Deduction for all Transactions within a calendar month shall, subject to the other terms of the Merchant Agreement, be paid to the Merchant on the next Settlement Date after six (6) calendar months have passed from the last day of the calendar month in which the Transaction was submitted. For example, Rolling Reserve Deductions in May, to the extent not used to pay Chargebacks, Refunds, Fees or other amounts owed by the Merchant to SaltPay and subject to the other terms of the Merchant Agreement, will be paid to the Merchant on the next Settlement Date after 30 November. SaltPay will continue to make payments from the Rolling Reserve in the manner described in this clause monthly after termination of the Merchant Agreement.

50.7. The Merchant shall only be entitled to payments from the Rolling Reserve from the date specified in clause 50.6, subject however to SaltPay’s right to withhold payments in accordance with the Merchant Agreement. SaltPay will pay amounts from the Rolling Reserve to the Merchant in the most expedient and practical method available to SaltPay. The Merchant shall have no right to any interest on any funds in the Rolling Reserve.

50.8. By entering into the Merchant Agreement, the Merchant grants SaltPay security and/or a right to set-off over all amounts owed by SaltPay to the Merchant and all the Merchant’s rights to such amounts, as well as any amounts which as a matter of the applicable law may be held by SaltPay for or on behalf of the Merchant from time to time, as security for all debts owed by the Merchant to SaltPay whether in relation to the Merchant Agreement or otherwise.

50.9. SaltPay’s rights with respect to the Rolling Reserve and other rights under this clause 20.4 shall survive the termination of the Merchant Agreement.