Payment gateway terms and conditions.

1.INITIAL STIPULATIONS

1.1 The company Exactly means the business company OrangeTrust s.r.o. with its registered office at Spálená 97/29, Prague - Nové Město, ZIP 110 00, the Czech Republic, company ID: 05422248, hereinafter referred to as the "Provider". The Provider is a payment service provider pursuant to § 3 paragraph 1, letters c) and e) and an electronic money issuer within the meaning of § 4 of Act No. 370/2017 Coll., on Payments, as amended (hereinafter referred to as the “Payment System Act”).

2.INTERPRETATION OF TERMS

2.1 For the purposes of these General Terms and Conditions, the Agreement shall mean a Digital Wallet Agreement with a natural person (hereinafter referred to as the “SoDPFO”), a Digital Wallet Agreement with a legal person (hereinafter referred to as the “SoDPPO”), an Agreement on Payment Gateway Provision (hereinafter referred to as the “SoPPB”) and an Agreement on Payment Gateway Provision in Connection with the Electronic Money (hereinafter referred to as the “SoPPBEP”) concluded by and between the Provider and the client (SoDPFO, SoDPPO and SoPPB hereinafter also referred to as the “Agreement”).

2.2 The General Terms and Conditions shall mean three terms and conditions set out in this document, which form an integral part of the Agreement (hereinafter referred to as the “GTC”).

2.3 Unless stated otherwise, the GTC shall apply to all the agreements referred to in paragraph 2.1.

2.4 A consumer is a natural person who is not acting in the course of his/her business or in the exercise of his/her own profession (hereinafter referred to as the “Consumer”).

2.5 The Tariff of Fees shall mean the list of fees connected with the provision of services pursuant to the Agreement (hereinafter referred to as the “Tariff of Fees”) issued by the Provider.

2.6 The Table of Fees means the Tariff of Fees (hereinafter referred to as the “Table of Fees”) stipulated by the Agreement. In addition to the fee, the Table of Fees contains data binding for the performance under the Agreement.

2.7 A Client means a natural or legal person who is a recipient of services provided by the Provider (hereinafter referred to as the “Client”) under the Agreement.

2.8 For the purposes of the GTC, the Client's Account means the account opened by the Provider for the management of the Client's funds (hereinafter referred to as the “Client’s Account”).

2.9 For the purposes of § 4 paragraph 1 of the Payment System Act, Electronic Money means a monetary value which:

a) represents a claim towards the Provider,

b) is stored electronically,

c) is issued against the receipt of funds for the purpose of conducting payment transactions and it is received by persons other than the issuer (hereinafter referred to as the "Electronic Money").

2.10 The issue of Electronic Money means the exchange of funds transferred by the Client or a third party to the Provider's account, while simultaneously crediting the Electronic Money to the Client's Account in the amount corresponding to the nominal value of the transferred funds.

2.11 Payment by Electronic Money means a non-cash transfer of Electronic Money from or to the Client's Account from the account or to the account of another Provider's Client by debiting or crediting the respective amount of Electronic Money.

2.12 Redeeming (reverse exchange) of Electronic Money means the exchange of Electronic Money in the Client's Account for cashless funds in the amount corresponding to the nominal value of the Electronic Money being exchanged.

2.13 The Exactly Payment System (hereinafter referred to as “PSE”) means for the purposes of the GTC a set of software and system solutions of the Provider enabling the provision of payment services related to and not related to Electronic Money, in particular:

a) payments with Electronic Money,

b) issue of Electronic Money,

c) redeeming of Electronic Money,

d) performance of transfer of funds to the Client’s Account through a payment gate.

2.14 A Digital Wallet (hereinafter referred to as “DigPen”) means a payment instrument linked to the Client's Account in PSE, on which the Client's Electronic Money is registered and kept.

2.15 Exactly Payment Gateway (hereinafter referred to as “PBE”) means a payment instrument linked to the Client's Account in PSE, which allows payment for goods or services provided by the Client to third parties by means of payment cards.

2.16 A Payment Card means any type of payment card accepted by PBE, which was individually agreed by and between the Provider and the Client in the Table of Fees (hereinafter referred to as the “Payment Card”).

2.17 Turnover shall mean the total volume of received money transactions performed through PBE over a specified period of time (hereinafter referred to as the “Turnover”).

2.18 For the purposes of this Agreement, Visa/Mastercard (Cirrus) means the competent international payment institution - Visa Incorporated and/or Mastercard International Inc., including their subsidiaries operating in the European zone (such as Visa Europe and Mastercard Worldwide) (the "VISA and Mastercard").

2.19 Chargeback is a request for a refund of a payment made by a credit card (hereinafter referred to as the “Chargeback”).

2.20 A Unique Identifier means a combination of letters, numbers or symbols specified by the Provider so as to identify a user or his/her account while performing the payment transactions (hereinafter referred to as the “Unique Identifier”).

2.21 User Environment means an individual secure interface in PSE provided to the Client for the purpose of performance under the Agreement (hereinafter referred to as the “User Environment”).

2.22 The Security Rules means a set of legal regulations of the Czech Republic, the European Union, international treaties, rules of card associations and other banking or non-banking entities that apply to the Provider's activities in the provision of payment services (hereinafter referred to as the “Security Rules”). The security rules set out a list of goods, services or activities that are prohibited from trading or that are subject to special provisions or regulations (so-called risk commodities). The Client undertakes to observe the Security Rules.

2.23 The AML Rules means the principles for prevention of money laundering and terrorism financing arising from Act No. 253/2008 Coll., on Selected Measures Against Legitimisation Of Proceeds Of Crime And Financing Of Terrorism, as amended (hereinafter referred to as the “AML Rules”).

2.24 The personal data protection rules mean the processing of personal data in accordance with Act No. 110/2019 Coll., on the processing of personal data, as amended, and in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (EC) 2016/679 of 27 April 2016 on protection of natural persons with regard to the processing of personal data and on free movement of such data and repealing Directive 95/46/EC, the General Data Protection Regulation.

2.25 Verification means the procedure enabling the Provider to verify the identity of the Client or the legitimate use of the Client's payment instrument or personal security features of the Client (hereinafter referred to as the “Verification”).

2.26 Personal Security Element means an individual security element provided by the provider to the Client for the purposes of the Agreement (hereinafter referred to as “Personal Security Element”).

2.27 Banking Terms and Conditions are the general business terms and conditions of banks through which services are provided under the agreement with which the Provider concluded the agreement for this purpose and which the Client was acquainted with when concluding the SoPPB (hereinafter referred to as the “Banking Conditions”).

3.PROVIDER´S DECLARATION

3.1 The Provider declares TO BE the holder of an authorization granted by the Czech National Bank, with its registered office at Na Příkopě 864/28, 115 03 Prague 1, company ID 48136450 (hereinafter referred to as “CNB”) and as the small-scale electronic money institution he is authorized to issue electronic money and to provide payment services related to and not related to electronic money within the scope of the granted permit.

3.2 The Provider is the owner and operator of payment instruments - the Exactly Payment System, the Exactly Digital Wallet and the Exactly Payment Gateway.

4.CONCLUSION OF AN AGREEMENT

4.1.The negotiations about conclusion of an Agreement by and between the Provider and the Client are commenced at the request of the Client by entering the prescribed data in the registration form on the Provider's website or by filling it in paper form and delivering it to the Provider's registered office. Filling out and sending the form by the Client is not considered as the conclusion of the Agreement.

4.2.Upon request, the Provider shall send to the interested person pre-contractual information and contractual documentation including related documents.

4.3.The documents sent do not represent a sent offer for an Agreement conclusion. The Provider reserves the right not to conclude the Agreement without giving a reason.

4.4.The Agreement is concluded on the day of its signature by both of the contracting parties and it is effective as from the date stated in the agreement.

5.CLIENT´S IDENTIFICATION AND CONTROL

5.1 The Provider reserves the right to request from the Client the information and documents necessary for the identification and subsequent control of the Client in accordance with AML rules (hereinafter referred to as the “Client Identification”) and the Client undertakes to provide the requested information.

5.2 The Client is obliged to submit the required information before the conclusion of the Agreement, but also during the duration of the contractual relationship, without undue delay after the Provider's request. Failure to provide information by the Client during the term of the contractual relationship shall be considered a gross breach of the obligations under the Agreement.

5.3 The Provider is obliged to inspect the Client in accordance with AML rules and for this purpose the Client is obliged to submit the information required for the execution of the Client Identification including the necessary documents.

5.4 The Provider shall refuse to conclude the Agreement, terminate or withdraw the Agreement due to a gross breach of contractual obligations if:

(1) the Client:

a) refuses to provide information and documents for performance of the Client Identification,

b) refuses to provide a power of attorney in the event of representation; or

c) fails to provide the necessary assistance in performing the Client Identification,

(2) the Client Identification cannot be performed for any other serious reason; or

(3) if the Provider has doubts about the veracity of the information provided by the Client or about the authenticity of the submitted documents for the purpose of Client Identification.

5.5 The Provider is entitled to make copies or extracts from the submitted documents for the purpose of the Client Identification and to process the information thus obtained.

5.6 The Provider processes and evaluates submitted information and documents in accordance with AML rules, internal regulations and AML Provider's policy. In accordance with these rules, it determines the risk profile of the Client, which is the basis for the scope of provided services and possible measures or restrictions for a specific Client within the provided services (hereinafter referred to as “Level of Verification”).

5.7 Breach of the Client's obligation to necessary co-operation or failure to provide the necessary documents for execution of the Client Identification is considered a gross breach of the Agreement.

5.8 The Client from time to time, may be evaluated by the Provider. If Provider, determines that the Client cannot be provided with Provider’s services, it shall be considered a gross breach of contract by the Client.

6.RIGHTS AND OBLIGATIONS OF THE CLIENT

6.1 The Client is obliged to observe the rights and obligations stipulated in the Agreement and the GTC.

6.2 The Client is obliged to provide the Provider with the information and documents necessary for the purposes of the Agreement, in particular for the Client's Identification upon the call of the Provider not later than in two (2) working days from its delivery to the Client

6.3 The Client is obliged to inform the Provider about the change of the provided data, in particular information on the change of the statutory body, contact details, change of the Client's bank accounts and change of data used for the Client Identification. The Client is obliged to notify the change of data to the Provider's e-mail address. The Provider shall confirm the receipt of the notified changes by e-mail to the Client. If the change of data is charged according to the Tariff of Fees or the Table of Fees, the Provider shall send an invoice together with the acknowledgment of receipt for payment of the fee for the proposed changes. After the payment of the fee, the Provider will send the Client a confirmation of receipt of the change of data. The notified change of data shall be deemed effective at the moment of delivery of the confirmation of acceptance of changes by the Provider. If the change of data is not subject to the fee, the notified change of data is considered effective as of the date of delivery of the Provider's confirmation of acceptance of the notified changes. If in relation to the change of data the Client provides the document proving the requested change of data, the Client is obliged to deliver the originals of such documents to the Provider’s legal seat address.

6.4 The Client is responsible for the authenticity of the information and the completeness of the documents provided for the purposes of the Agreement.

6.5 Failure to notify any change to the information provided within five (5) working days from the day of registration of the change shall be deemed to be a breach of the Agreement.

6.6 Failure to notify any change in the information provided for the purpose of performing the Client Identification within five (5) working days from the day of registration of the change shall be considered a gross violation of the Agreement.

7.USER ENVIRONMENT

7.1 The Provider provides the Client with non-transferable and non-exclusive online access to the User Environment for the purpose of performance hereof. The Client is entitled to use the User Environment on the basis of an individual approach provided by the Provider. The Provider shall communicate the conditions and rules for access to the User Environment before granting the first access and the Client is obliged to comply with the conditions and rules for access.

7.2 The Provider shall make available to the Client the individual functionalities of the User Environment to the extent necessary for the purpose of performance of the Agreement with respect to the specified Level of Verification.

7.3 The Provider shall p the Client with a Personal Security Element in order to verify the authorized use of the User Environment.

7.4 The Provider is entitled to change the appearance, location of information and content of the User Environment, as well as to introduce new modules and settings or to remove the old ones.

7.5 The access to the User Environment will be cancelled upon termination of the Agreement.

7.6 The Client (and its authorized employees) may use the access to execute payment transactions and obtain information on executed payment transactions.

7.7 All the acts performed in the User Environment under the Client's assigned access shall be supposed to be acts performed by the Client.

7.8 If the Provider suspects that a third party is trying to log in to the Client's User Environment in an unauthorized or fraudulent manner, the Provider shall block access to the User Environment and inform the Client about that fact by phone without undue delay. If the Client authorizes access at the Provider by telephone authorization or electronic authorization (SMS code), the User Environment will be made available again, but the Client is obliged to change the password for logging into the User Environment.

8.CONDITIONS FOR E-WALLET USE
Starting the DigPen operation

8.1 The DigPen service is provided to the Client on the basis of SoDPFO and SoDPPO.

8.2 After the conclusion of SoDPFO or SoDPPO, the Client is entitled to request the start of the DigPen operation. For the purposes of paragraph 8 (TERMS OF USE OF THE DIGITAL WALLET), the Agreement shall mean SoDPFO or SoDPPO.

8.3 Upon request, the Provider shall assign to the Client a Personal Security Element enabling the Client to access the User Environment through which the DigPen of the Client is managed. The Client is authorized to remotely administer DigPen via the User Environment.

8.4 By concluding the Agreement, the Client declares that he/she is not excluded from the right to hold or dispose the Electronic Money. Falsity of this statement is considered a gross breach of the Agreement.

DigPen Conditions

8.5 The DigPen is a payment instrument created in the PSE that allows provision of different scopes of use of the DigPen. The Provider sets the scope of DigPen use by the Client according to the specified Client’s Authentication Level.

8.6 Depending on the Client’s Authentication Level, the Provider shall set limits to the maximum amount of Electronic Money sent from the DigPen in the course of one calendar year and to the maximum amount of Electronic Money reverse exchange within one calendar year. If the Client exceeds the pre-set limit, the Provider is entitled to request additional identification or documentation from the Client for the purposes of Client Identification and for setting the Verification Level. Until the Client performs its additional identification and submits the required documents, the Provider is entitled to limit some functions of the Client's DigPen.

8.7 The DigPen may be operated in several currencies simultaneously, depending on the currency in which the Electronic Money was credited to DigPen. Electronic money may be credited to DigPen Client only in currencies designated by the Provider for the purposes of DigPen.

Issue, use and reverse exchange of Electronic Money

8.8 The Provider shall issue the Electronic Money against the received funds of the Client in the amount corresponding to the nominal value of the received funds intended for issue.

8.9 The funds for the purpose of the Electronic Money issue shall be sent by the Client to the account specified by the Provider or the account specified by the Provider in the DigPen of the Client. The Client's funds for the purpose of the Electronic Money issue shall be deemed to have been received at the moment they are credited to the account specified by the Provider. The Provider shall credit the issued Electronic Money to the Client's Account in DigPen.

8.10 The Provider reserves the right to refuse the issue of Electronic Money in case that the Client has exceeded the limit set in DigPen or if the Provider would exceed the limits for issuance stipulated by law. The Provider shall inform the Client of the refusal of issuance and shall return the funds received for the purpose of issuing Electronic Money to the Client without undue delay.

8.11 The Electronic Money kept by the Provider on the Client's Account in DigPen is not interest-bearing.

8.12 The Client has available the balance and available balance of the Electronic Money in his DigPen through the User Environment.

8.13 The Client is entitled to submit payment orders to enter a payment transaction using the Electronic Money in his DigPen and only to the account of other clients of the Provider.

8.14 The Client is entitled at any time to request the redemption / reverse exchange of Electronic Money designated as available in his DigPen.

8.15 Redemption means the exchange of Electronic Money for non-cash funds in the amount corresponding to the nominal value of the exchanged Electronic Money made by the Provider at the Client's request.

8.16 If the Client, who is a consumer, requests redemption before the date of termination of the contractual obligation, the Provider shall make the redemption to the extent that the Client requests it.

8.17 If the Client, who is a consumer, requests redemption on the day of termination of the contractual obligation or within 1 year after that date, the Provider shall perform the redemption in full. If it is not possible to determine what part of the funds received by the Provider is intended for payment transactions relating to Electronic Money, the right of redemption applies to all the funds received in this way, to the extent that the Client requests the redemption.

8.18 If the Client, who is not a consumer, requests redemption before the date of termination or on the date of termination of the contractual obligation, the Provider shall make a redemption to the extent of:

(1) the available balance within five (5) days as from the date of termination of the Agreement, unless their payment is precluded by restrictions under the Agreement.

(2) parts of the available balance within five (5) days as from the date of termination of the Agreement with subsequent replacement of the remaining part of the Electronic Money balance that the Provider has not received on the Client's DigPen account by the time of disbursement, i.e. that is not available, while the provider is obliged to performed redemption no later than five (5) days after the moment when the Provider accepts the aforementioned means of payment to the Client's Account in DigPen or to the Provider's account.

(3) parts of the available balance within five (5) days as from the date of termination of the Agreement with subsequent exchange of the remaining part of the Electronic Money balance which are not marked as available in DiPen or cannot be redeemed in accordance with legal regulations, while the Provider is obliged to perform the reverse exchange no later than five (5) days after the termination of the contractual or legal impediment.

8.19 A Client who is not a consumer is obliged to pay the fee associated with the exchange of Electronic Money according to the Tariff of Fees or the Fee Table.

8.20 The contracting parties have agreed that the Provider is entitled to deduct any incurred fees under the Agreement and the GTC from the non-cash means remitted to the Client in connection with the electronic money reverse exchange.

8.21 If the Electronic Money is transferred to the Client's DigPen that has already been closed, the Provider shall refuse to execute this payment transaction.

8.22 The limitation period for the right of redemption/reverse exchange shall start to run as from the date on which the contractual obligation ceased to exist.

Prohibitions and security measures

8.23 The Client is prohibited from using the DigPen to execute payment orders as a payment for goods or services that are prohibited from trading under applicable law.

8.24 The Client is prohibited from using the DigPen to execute payment orders as a payment for goods or services the trading of which is considered highly risky or unsafe, without the prior written consent of the Provider.

8.25 For the purposes of the Agreement, the following are considered to be high-risk or dangerous activities:

(1) in which goods or services are traded that may be used to commit crime or terrorism;

(2) which involve a high financial risk;

(3) which are subject to special regulatory measures;

(4) which may be considered immoral, offensive or racist.

8.26 If the Client is not sure whether the activity belongs to one of the above categories (high risk or dangerous), the Client is obliged to ask the Provider in writing before entering the payment order. The Provider reserves the right to exempt activities with a high risk or danger in accordance with legal regulations. The Client is entitled to submit a payment order only after the Provider's written consent is granted.

8.27 If the Client makes a payment order or allows it to be placed in violation of the above prohibitions or without the Provider's consent, the Provider is entitled to:

(1) refuse or cancel the payment order,

(2) block the Client's DigPen,

(3) inform the competent authorities or the relevant contractual partner of the payment transaction entered.

8.28 Entering a payment order or allowing it to be placed in violation of the aforementioned prohibitions or without the Provider's consent is considered a gross breach of the contract.

8.29 The Provider reserves the right to set limits of the total amount for individual payment transactions in accordance with the Agreement or the Client's Verification Level.

Reserve

8.30 The Provider is entitled to determine prior to the conclusion of the Agreement or during the term of the contractual relationship that the Client is obliged to have a reserve on the Client's Account in DigPen. The Provider shall notify the Client of the obligation to have a reserve before concluding the Agreement. During the term of the contractual relationship, the Provider shall inform the Client of the amount of the reserve or the method of its determination. The Provider is obliged to inform the Client about any change or cancellation of the pre-set mandatory reserve. The provisions on the change of the obligation according to the GTC shall apply mutatis mutandis to the Client's obligation to establish a mandatory reserve.

8.31 A Reserve means a predetermined part of the Electronic Money on the Client's account in the DigPen of the Client that cannot be used to pay with Electronic Money or redeemed.

8.32 The Provider is entitled to set the reserve as follows:

(1) by a specific amount;

(2) as a percentage of the amount of Electronic Money credited to DigPen for the previous period; or

(3) a combination of both of the above.

8.33 The Provider is entitled to use the reserve to secure all due receivables that the Provider or a third party may request from the Client under the agreement or the GTC.

8.34 The Provider reserves the right to ask the Client to increase the balance of Electronic Money in DigPen in order to meet the required reserve amount. The Client is obliged to increase the balance of Electronic Money in DigPen up to the amount of the reserve within seven (7) business days from the delivery of the call. Failure to increase the balance by the Client up to the amount of the obligatory reserve is considered a gross breach of the Agreement.

Blocking the availability of the DigPen service

8.35 The scope and availability of the DigPen service are not guaranteed unless expressly agreed otherwise.

8.36 The Provider has the right to block the provision of the DigPen service for reasons of security of the payment instrument, especially in case of suspicion of unauthorized or fraudulent use of the payment instrument or in the case of using DigPen in contravention of the Agreement or the GTC. The Provider shall inform the User by an e-mail of the blocking and the reasons for such blocking prior to blocking the DigPen service or, if this is not possible, immediately thereafter unless informing the User could damage the purpose of the blocking or it would be contrary to other laws.

8.37 The Provider is entitled to block the DigPen service in the event that the Client fails to provide the necessary assistance in the Client Identification.

8.38 The Client is not entitled to damage compensation in case of the DigPen service blocking pursuant to this paragraph.

9.CONDITIONS FOR A PAYMENT GATEWAY USE
Starting the PBE operation

9.1 The PBE service is provided to the Client on the basis of the SoPPB and the SoPPBEP Agreement.

9.2 On the basis of the Agreement, the Client is entitled to request the commencement of the PBE operation. For the purposes of paragraph 9 (TERMS OF USE OF THE PAYMENT GATEWAY), the Agreement shall mean the SoPPB and the SoPPBEP.

9.3 Upon the Client's request, the Provider shall assign to the Client a Personal Security Element enabling the Client to access the User Environment through which the Client's PBE is managed. The Client is authorized to remotely administer PBE via the User Environment.

9.4 The PBE service is subject to activation by the Provider, within the scope of which the Provider evaluates whether the Client and its activity performed meet the requirements for using the PBE. The Provider reserves the right not to start operations in cases where it believes that the PBE conditions may be violated by the Client.

PBE conditions

9.5 The PBE is a payment instrument created in PSE that allows provision of different scopes of use of the PBE. The Provider sets the scope of use of the Client's PBE according to the specified Client’s Verification Level.

9.6 With respect to the Client's Verification Level, the Provider is entitled to take appropriate security measures.

9.7 Prior to commencement of live operation, the Client is obliged to properly test the integration of the software on the Client's portal, which is used for payment of goods or services through the PBE, while the Client follows the advices, instructions and recommendations of the Provider.

9.8 The Client undertakes to perform separate integration for each portal that will operate the PBE. It is strictly forbidden to use data integration on one portal to run it on other portals.

9.9 The Client shall provide evidence that its application is integrated into the PBE, including all the elements and information required by applicable legislation, in particular the Consumer Protection Act (634/1992 Coll.), as well as the requirements of banks and card associations customary in the given industry.

9.10 In connection with the use of the PBE service, the Client undertakes:

(1) to offer and allow its contractors to make payments through the PBE;

(2) not to abuse the Provider's copyright and other intellectual property rights or infringe the Provider's related rights;

(3) to remove the PBE software from its system and terminate the use of the Exactly mark on the date of termination of the Agreement with the Provider and to remove all and any logos, trademarks and names used in connection with the concluded agreement (especially logos, trademarks, names of Provider's contractors used by the Client with the approval of the Provider and with the approval of the contractual partners of the Provider;

(4) to provide all necessary co-operation to the Provider or its contractual partners and, if necessary, also to state authorities and institutions, thereby enabling the Provider to fulfil its obligations arising from applicable legal regulations and Banking Conditions in a due and timely manner;

(5) to inform the Provider immediately of any change in identification data, web address with integrated PBE, list of provided goods and services, bank account number reserved for payment of funds received by the Provider via the PBE and to be credited to the Client;

(6) to notify the Provider of a change in circumstances affecting the execution of the Client Identification according to the AML rules;

(7) to visibly place icons (logotypes) that indicate the accepted payment methods in accordance with the template provided by the Provider, and explicitly state that the data transmission is secured by the SSL / TLS protocol;

(8) to present PSE in the form of a standard Exactly icon with an active link to the Provider's website. The Provider shall provide the icon to the Client, who shall place it appropriately on the home page and on the payment method selection page in the Client application that has been integrated with the PBE.

(9) not to discriminate or favour any form of payment, offer all payment methods on an equal footing and not to impose any financial or other limits or restrictions on the use of a specific payment method and not to pass on any charges related to the use of a specific payment method to its customers/clients;

(10) to keep the contractual documentation related to the sale of goods or the provision of services to the Client's contractual partner for at least ten (10) years from the execution of the transaction and provide these records on the Provider's request for his or the contractual bank's needs. The documentation referred to above must contain sufficient information to demonstrate that the service or goods in question have been ordered by the payment card holder and that the service or goods have been provided to the payment card holder in an agreed manner;

(11) to refund the amount of payment transactions made through the PBE if the Client's contractual partner withdraws from the agreement and the Provider and the Client do not agree otherwise. If the Client's contractual partner withdraws from the agreement, the Client is not entitled to a refund of the amount of the payment transaction in cash.

9.11 When executing a payment transaction for the purpose of paying for goods or providing services through the PBE the Client shall be prohibited to:

(1) make multiple payments for a single order;

(2) make a payment for a transaction that does not result directly from the contractual relationship between the Client and the cardholder;

(3) make payments for legal services or costs incurred or associated with:

a) defence in criminal proceedings, with the exception of administrative proceedings in the field of road traffic offences;

b) representation in civil proceedings where the services or costs are not directly related to the payment card holder;

c) representation in bankruptcy, insolvency or similar proceedings, including liquidation and insolvency, which may prejudice the rights of creditors of the credit card holder;

(4) use the payment card for the purpose of obtaining a loan or a credit in the name of the Client;

(5) execution of a payment transaction that has already been settled repeatedly, despite the possible consent given by the cardholder;

(6) imposition of any tax on a payment transaction, except where expressly provided for by applicable law. If the tax has been imposed, it must be included in the total amount of the payment transaction, not collected separately;

(7) payment by checks if the sole purpose is to allow the payment card holder to purchase goods or services from the Client in cash;

(8) cash payment;

(9) accepting a payment card for the purposes of a repayment or refinancing of an existing debt;

(10) providing a loan as consideration for returned goods or services paid in cash;

(11) payment of any amount in cash to the payment card holder who purchased using a payment card. All refunds will be credited to the account to which the credit card used for the purchase was issued;

(12) accepting a payment card in order to influence third party sales.

9.12 The Client may not use the PBE for any other purposes or business activities but those specified before the PBE activation.

9.13 If the Client delivers goods to a place specified by the Client's contractual partner, the Client is responsible for the loss, damage or delay of delivery of the goods until the goods are delivered to the specified place. The Client is obliged to ask the carrier for confirmation of delivery of goods to the Client's contractual partner for each delivery of goods in order to prove that the goods or services were delivered and that they were received by the Client's contractual partner.

9.14 If the time of delivery of goods or services is longer than 30 days from the date of approval of the payment transaction, the Client must demonstrably inform its customer about the time of delivery of goods or services. The total delivery time must not exceed 120 days from the date of approval of the payment transaction.

9.15 The Client grants its consent to the Provider to use the Client's trademark, its designation, company or logotype used in its business activities, all of that for marketing and advertising purposes.

9.16 Upon the Provider's prior consent and subject to the terms and conditions set by the Provider, the Client is entitled to use logotypes and trademarks of the card associations in its advertising and promotional materials.

Agreement on provision of information on fees/charges

9.17 The contracting parties agreed that the Provider shall display the amount of fees for each payment made by payment card via the PBE in the declaration of accepted payment cards in the form of one total amount charged collectively for all the categories and different payment card brands, including:

(1) MIF,

(2) fees of the companies VISA and Mastercard,

(3) charged fees for transactions.

9.18 The contracting parties agreed that the Provider shall charge the fees to the Client for each payment made by payment card via the PBE in the form of one total amount charged collectively for all the categories and different payment card brands, including:

(1) MIF,

(2) fees of the companies VISA and Mastercard,

(3) charged fees for transactions.

9.19 The Provider shall provide the Client with a statement containing an overview of credited and debited payments on the Client's Account and an overview of the fees paid. The Client is obliged to check the submitted statement and to express its consent or possible disagreement within 30 days from its delivery. If the Client fails to express his / her opinion within the stated time limit, it shall be deemed for the Client to agree with the contents of the statement

Payment made with electronic money

9.20 If the Client has concluded SoPPBEP alongside with the SoDPPO, the payment for goods or services offered by the Client is paid by the third parties using the electronic money. Cashless funds accepted via the BPE for the purpose of issuance of the electronic money to the Client is deemed as accepted on the day of their crediting to the Provider’s account. The Provider is obliged to handover the Client the electronic money in the amount corresponding the cashless funds credited via the PBE.

9.21 After the handover of the electronic means to the Client’s account in the DigPen, the Provider is entitled to carry out the reverse exchange of the electronic money in the amount of the Reserve as per the GTC. Cashless funds created by the reverse exchange are retained by the Provider as obligatory Reserve for the purposes of agreement concluded pursuant to the GTC. By signature of the agreement the Client expresses its consent with the reverse exchange of the electronic money for the purposes of Reserve creation.

Postponing, restricting, or stopping the Exactly payment gateway services

9.22 The extent and availability of the PBE service are not guaranteed unless expressly agreed otherwise.

9.23 The Provider may limit, stop or terminate the provision of PBE service in the following cases:

(1) no payment transaction has been made through the PBE during the last six (6) months;

(2) the Client violates the limits set out in the Table of Fees;

(3) the amount of chargebacks received exceeds industry-accepted standards;

(4) The Provider has requested, but the Client has not submitted the information necessary for Client Identification;

(5) The Client breaches the terms of the agreement, the GTC, instructions or requirements of the Provider or the Banking Terms;

(6) the merchant's sales portal is inactive (non-functional).

9.24 The provider is entitled to terminate the provision of the PBE service in the following cases:

(1) the Bank with which the Provider has contractual cooperation terminated the provision of payment services to the Client in accordance with the Banking Conditions;

(2) the Client breaches the Agreement or the GTC;

(3) a fraudulent transaction by credit card occurs at the place where the Client provides goods or services;

(4) there is no payment card transaction at the place where the Client provides the goods or services within twelve (12) months;

9.25 In cases specified in paragraphs 9.24 numbers (3) and (4), the Provider is entitled to determine that the termination of the DPE service provision only applies to the place where the facts specified in these paragraphs occurred.

9.26 The Client acknowledges that the contractual payment service providers (payment card payment service providers) may at any time request the Provider to terminate the Client's PBE payment service. In this case, the Provider is entitled to limit, stop or terminate the provision of the PBE service to the Client. The Client hereby grants consent with the Provider's right to restrict, stop or terminate the provision of the PBE service.

9.27 The Client is obliged to compensate the damage caused to the provider by a breach of the Client's obligations under the Agreement and the GTC related to the execution of card payment transactions, including contractual penalties and similar sanctions applied to the Provider by the respective payment card payment services providers in relation to the Client's obligations breach.

9.28 The Provider has the right to restrict, stop or terminate the provision of the Client's PBE service to the necessary extent with immediate effect if the Provider suspects that the Client is using its PBE in contravention of the agreement. The condition for putting the service back into full operation (hereinafter referred to as “reactivation”) is the correction of deficiencies or elimination of the illegal state.

9.29 The Client is entitled to request reactivation of PBE on its sales portal. The reactivation of the Client's PBE is subject to a new approval by the Provider, provided that the payment methods and other PBE settings granted to the Client prior to the restriction, suspension or termination of the PBE are not guaranteed to the Client.

9.30 The Provider is entitled to suspend or terminate the Client's PBE if:

(1) The Client caused or allowed an unauthorized transfer or use of credit card data to a third party;

(2) The Client has been included by the card companies on the MATCH and VMAS list as an undesirable or high-risk entity;

(3) the Provider may incur damage,

(4) the Client is unlawfully acting or the contractual obligations are breached.

Reserve

9.31 The parties agreed that the Provider is entitled to create a reserveup to 10% of each transaction made through the PBE (hereinafter referred to as the “Reserve”). By signing the agreement, the Client agrees with the creation of the reserve.

9.32 The Provider automatically creates the reserve when receiving funds from payment transactions made through the PBE and keeps it in the Provider's account. The Client expressly agrees with creating of the reserve and its depositing in the Provider's account.

9.33 The Provider is obliged to protect the money from the reserve provided.

9.34 The Provider is entitled to use the Reserve to secure the receivables and other obligations that the Provider or a third party may request from the Client under the agreement or the GTC.

9.35 The Provider is entitled to use the Reserve in order to:

(1) cover the Fees;

(2) cover the Chargebacks including fees for processing the Chargeback and possible costs of arbitration,

(3) payment of damage compensation,

(4) pay a fine awarded to the Provider in connection with breach of obligations of the Client.

9.36 The obligatory reserve shall be returned in full to the Client no later than six (6) months after the termination of the agreement, unless the Provider will not be entitled to use it pursuant to the GTC. In this case the Provider, within the abovementioned term, will return the obligatory reserve impaired by the authorized use as per the GTC. This term may be increased by the Provider according to chargeback initiation time frame set by and VISA and Mastercard rules.

Payout

9.37 The Provider is obliged to pay the received funds via the BPE Client to the Client's Account or to the account specified by the Client in the Table of Fees (hereinafter referred to as the “Payout”).

9.38 The payout term is performed at the intervals or dates agreed in the Table of Fees. By agreement of the parties, the payout interval or deadline may be changed.

9.39 The payout means as well the reverse exchange of the electronic means, if they were used in payments for the goods and services of the Client.

9.40 The payout is impaired by the Provider's authorized use of the Client's funds under the agreement and the GTC, which he could not satisfy from the Reserve.

9.41 The Provider is entitled to set off against the Payout before making the Payout:

1) amounts to cover the Fees

2) amounts to cover possible or existing Chargebacks including fees for processing the Chargeback and costs of arbitration (should these occur),

3) amounts for compensation of damages incurred as a result of breach of this Agreement, instructions and requirements of the Provider or the Banking Terms and Conditions, as well as imposed fines and fees collected by third parties under the Banking Terms and Conditions (hereinafter referred to as the “Indemnity”).

9.42 The Provider is entitled to postpone the payment of the Payout by more than two (2) weeks or to order an increase in the amount of the Reserve based on:

(1) amount of previous settlements and Chargebacks;

(2) data on the Client's total Turnover in the PBE,

(3) the value of any goods or services for which an invoice was issued prior to performance;

(4) the amounts of the Fees incurred by the Provider or third parties in accordance with the Banking Terms and Conditions.

9.43 All Payouts shall be made in the currency specified in the Table of Fees. If necessary, the Provider is entitled to exchange funds according to the exchange rate determined in accordance with the agreement and the GTC.

9.44 By concluding the agreement, the Client accepts the Provider's right to withhold the relevant part of the Payout and use it for drawing according to the agreement and the GTC. This right of the Provider remains valid even after termination of the agreement until the total Payment is made.

9.45 The Provider is entitled to draw according to the agreement and the GTC from the Payout funds arising from the use of PBE in any of the Client's online stores.

9.46 The date of payment of the Payout shall be deemed to be the date on which the Provider submitted the payment order to the Bank for the transfer of payment instruments (hereinafter referred to as the “Transfer”) to the Client's account.

9.47 The payment must be transferred within the schedule specified in the Table of Fees to the Client's account specified in the Table of Fees.

9.48 The Client is obliged to pay the fees incurred by the Client according to the Banking Conditions and the Provider is entitled to draw from the Payout in the amount and in the order specified by the Banking Conditions.

Other arrangements in connection with the Exactly payment gateway

9.49 The Provider receives the PBE funds through third-party banks in accordance with the Banking Terms and Conditions. The Client acknowledges that the Provider shall receive funds through the PBE on the basis of an agreement concluded with a third party. The Provider is obliged to payout only those funds that he actually received from a third party after the authorized drawdown under the Agreement and the GTC. In this context, the Provider undertakes to make all necessary findings of facts as to why the payment transaction was not executed.

9.50 The Client may request payment confirmation regarding a specific payment transaction made through the PBE. The Provider shall determine the method and procedure under which a payment receipt will be issued.

9.51 Funds received through the PBE shall not bear interest.

Personal data protection

9.52 In connection with PBE, the contracting parties process the personal data of data subjects and in this context personal data are transferred for the purpose of performance under the agreement.

9.53 The Client is obliged to take measures to secure the transferred personal data by the Provider to the Client. The protection requirements are set out in the European Banking Authority's guidelines on the Payment Services Regulation or PCI-DSS standards. The Provider is entitled to ask the Client to prove the fulfilment of the above-mentioned obligations at any time, e.g. through the SAQ (Self-Assessment Questionnaire) or the AOC (Attestation of Compliance), respectively by carrying out an inspection at the place where the Client processes personal data or by other appropriate means.

9.54 The Client shall not be entitled to process personal data provided by the Provider about the executed transactions via PBE, for purposes other than the purposes of the agreement concluded with the data subject concluded by him.

9.55 The Provider is entitled to regularly and randomly check whether the Client's online store complies with the AML rules, legal regulations and other obligations stipulated in the agreement.

9.56 In addition to legal and contractual obligations, the Client undertakes to observe the following security rules:

(1) he will operate his online shop in a manner that will help to minimize the risk of personal data leaks due to interception of communication between his business partner and the Client, as well as leaks of data stored in the Client's systems;

(2) in order to ensure security, the Client is obliged to implement a connection that supports TLS and uses at least 128-bit TLS communication between the Client's browser and the Client's server (or online shop);

(3) in order to ensure security, the Client is obliged to implement technologies that guarantee controlled access to the Internet transaction system, such as a firewall or proxy server, and that the Client regularly renews its software security, anti-virus, and proper system management procedures;

(4) to protect access to systems and data from unauthorized users.

9.57 The Provider recommends for the Client to use secure technologies (e.g. chip cards) for safe storage of confidential cryptographic keys.

9.58 The Provider processes the Client's personal data and transferred personal data in accordance with the Personal data protection rules.

9.59 The Provider and the Client are authorized to process the transferred personal data only in accordance with the instructions of the other party and the Personal data protection rules. The Provider and the Client are not authorized to process personal data for any purpose other than for the purpose of performing the agreement.

9.60 Personal data may only be processed within the EU territory. The processing of personal data in any other state is not permitted, except with the consent of the other contracting party.

9.61 The Provider and the Client provide personal data in a manner that allows implementation of adequate technical and organizational measures to protect personal data in accordance with the Personal data protection rules. If the proper form of transmission is not carried out, the other contracting party shall not be responsible for the implementation of appropriate technical and organizational measures.

9.62 The Provider and the Client are obliged to comply with the Personal data protection rules with all due care, comply with the instructions of the other party and act in accordance with its interests.

9.63 The Provider and the Client undertake:

(1) to process personal data that meet a defined purpose and to the extent necessary to fulfil that purpose;

(2) to process personal data in accordance with the purpose for which it is collected;

(3) to keep personal data only for the time necessary for their processing.

9.64 The Provider and the Client undertake to take technical, personnel and other necessary measures in order to prevent unauthorized or accidental access to personal data, their alteration, loss or destruction, unauthorized transfer, other unauthorized processing or other misuse of personal data.

9.65 The Provider and the Client undertake to ensure that employees or other authorized persons process personal data in accordance with their intended purpose and only on the basis of demonstrable instructions from the other party.

9.66 The Provider and the Client undertake to provide necessary training and definition of procedures governing the processing of personal data.

9.67 The Provider and the Client undertake to cooperate in fulfilling the obligations of the other contracting party in fulfilling the obligation while exercising the rights by the data subject.

9.68 In the event of a breach of the protection of personal data during processing, the contracting parties are obliged to inform the other contracting party without delay and then provide the necessary cooperation in the fulfilment of legal obligations towards the supervisory authority. The Provider and the Client are obliged to inform the other contracting party about the proceedings initiated with the supervisory authority regarding the processed personal data.

9.69 At the request of either contracting party, the other contracting party shall take the necessary measures to remedy the breach of the obligations laid down in the Personal data protection rules.

9.70 As a part of the necessary measures, the Client is entitled to check whether the Provider processes personal data in accordance with the Personal data protection rules, even in the case of processing by third parties.

9.71 The Client hereby expresses its consent to the involvement of other processors for the purposes of performance under the agreement.

9.72 If the Provider or the Client involves another processor, it must require it to comply with the same obligations regarding the protection of personal data, in particular the obligation to provide sufficient guarantees regarding the introduction of adequate technical and organizational measures in such a way so as the processing complies with the Personal Data Protection Rules and the agreement.

Consequences of the agreement termination

9.73 The contracting parties agreed that in the event of termination of the agreement, the Provider shall make the Payout in full at the Client's request no later than six (6) months after termination of the agreement, unless the Provider will be entitled to a set-off against the part of the payout as per the GTC. In this case the Provider, within the aforementioned term, will carry out a payout impaired by the authorized use as per the GTC.

9.74 The Provider reserves the right to withhold the Payout even after the termination of the agreement in the event that the Client records to the Client the obligations arising in connection with the terminated Agreement until such time as they are fully paid.

9.75 The Provider shall be entitled to draw the Payouts in the same way as in the case of the Reserve, if the amount of the Reserve is not sufficient to cover such obligations.

10.COMMON STIPULATIONS ON SUSPENSION OR LIMITATION OF PAYMENT SERVICES

10.1 The Provider has the right to suspend or limit the provision of payment services and means of payment for the time necessary to carry out modifications, repairs or maintenance of PSE, the functionality of which is a necessary condition for the provision of payment services through means of payment. The Provider is obliged to inform the Client of such a suspension or limitation by e-mail in advance (but not later than five (5) working days) together with the reasons and duration of the suspension or limitation of the provision of services. Suspension or limitation of the provision of services pursuant to this paragraph shall not be considered a breach of the Provider's contractual obligations.

10.2 The Client shall not be entitled to compensation of damages in the event of suspension or limitation of service under this paragraph.

11.PERFORMANCE OF PAYMENT TRANSACTIONS
Entering and authorization of a payment transaction

11.1 The Provider shall execute payment transactions based on the Client's payment order. The Client is entitled to submit the payment order in a paper or electronic form.

11.2 The Client is entitled to submit a written order for the execution of a payment transaction with a request for transfer of funds, which is submitted on the prescribed paper form at the Provider's registered office or at the designated branches of the Provider. When receiving the transfer order, the Provider's employee checks the completeness of the completed transfer order form and further verifies the identity of the person submitting the transfer order according to his identity document and the specimen signature established with the Provider. In case of detected imperfections, the employee shall immediately inform the person submitting the payment order of such imperfections and will ask him/her to remedy them.

11.3 The Client shall be entitled to submit an electronic order for the execution of a payment transaction by means of a payment instrument through which he / she completes and enters the electronic form of the transfer order. The execution of the order is documented electronically in the Provider's information system.

11.4 In case of an external transfer from a payment account, the transfer order is authorized by the Client if the Client authorized it in the payment instrument via the User Interface or by a telephone order.

11.5 In case of an internal transfer within the Provider, the Provider shall execute a transfer order authorized by the Client if the Client has consented to it by entering the Client's access data upon entering the Client's User Environment and authorization using the selected authentication method within the two-factor authentication and consequent signature of the electronic transfer order and authorization of the signature of the electronic transfer order using the selected authentication method within the two-factor authentication.

11.6 A payment transaction, the execution of which is imposed to the Provider under a different law regardless of the Client's consent, shall be deemed authorized.

Revocation of the Client's consent to a payment transaction and revocation of a payment order

11.7 A Client who authorizes a payment transaction may revoke it as long as the payment order for that payment transaction can be revoked. The payment order can be revoked until the payment order is accepted.

11.8 The Client's consent to a deferred payment transaction may not be revoked after the Provider's operating period immediately preceding the day agreed between the Provider and the Client as the day on which the payment transaction is to be sent from the Client's account has expired. A deferred due date of a payment order cannot be revoked after the Provider's operating period immediately preceding the day on which the payment order is received has expired.

11.9 The Client's consent to another payment transaction to which the recipient's payment order is submitted cannot be withdrawn after he has given his consent to the recipient. A payment order given by the Client through the recipient cannot be revoked after the Client has forwarded it to the recipient. The agreement between the Client and the Provider according to which the Client may withdraw the payment order that he/she sends through the recipient after the consent has been given to the recipient shall require the recipient's consent.

11.10 The terms of payment for revocation of consent to a payment transaction and for revocation of a payment order, if the payment transaction or payment order has been revoked after the expiry of the specified deadlines, are set out in the Tariff of Fees.

11.11 If the Client has consented to several payment transactions or a payment order to several payment transactions at the same time, the conditions for revoking his consent or for revoking a payment order for each payment transaction are assessed separately.

Payment order receipt

11.12 The moment of receipt of a payment order is the moment when the Provider receives the payment order directly from the Client or on the initiative of the recipient.

11.13 If the Client and the Provider agree to start the payment transaction execution at a particular point in time, at the time when the agreed conditions are met, or at the end of a certain period (hereinafter referred to as “deferred due date of a payment order”), such a specified moment is considered to be the moment of receipt.

11.14 If the moment of receipt of the payment order falls for a period which is not the Provider's opening hours, the payment order shall be accepted at the beginning of the following Provider's opening hours.

11.15 Payment orders received by the Provider 1 hour before the end of the opening hours are considered to be received at the beginning of the following opening hours.

Payment order rejection

11.16 The Provider may refuse a payment order if he is not obliged to execute a payment transaction.

11.17 If the Provider refuses a payment order, the Provider shall make available to the User information about this fact in the Client's User Environment and, if possible, notify him of the reasons for the refusal and the procedure for rectifying the errors that were the reason for refusal.

Maximal terms for a payment service performance

11.18 The Provider shall credit the amount of the payment transaction to the Client's account as a recipient immediately after it has been credited to the payment transaction account or, if the payment transaction is in a currency other than of a member state, by the end of the business day following the crediting to the Provider's account.

11.19 Based on the Client's payment order for the transfer of funds, the Provider shall ensure that the amount is credited to the recipient's provider account no later than the end of the next business day after the receipt of the payment order.

11.20 If it is a payment transaction in

(1) EUR in respect of which a paper payment order is made and which does not involve a currency conversion,

(2) EUR in which a paper payment order is given and which includes an exchange of currencies between the Euro and the currency of the member state in whose territory the exchange of currencies takes place; or

(3) the Czech currency, which is conducted exclusively within the territory of the Czech Republic and includes a currency exchange other than the currency between the Czech currency and the Euro, the amount may be credited to the recipient's provider account no later than by the end of the 2nd business day after receipt of the payment order.

11.21 If it is a payment transaction in

(1) EUR, which includes the exchange of currencies between the Euro and a currency other than that of the Member State in whose territory the currency is exchanged,

(2) the Czech currency, which is not executed exclusively in the territory of the Czech Republic, or

(3) the currency of another Member State except the EUR, the amount may be credited to the recipient's provider account no later than by the end of the 4th business day after receipt of the payment order.

11.22 Based on the Client's payment order for the transfer of funds to another Client of the Provider to the account held with the Provider, the Provider shall ensure that the amount of the payment transaction is credited to the account of the Client – the recipient with the Provider no later than:

(1) at the end of the day on which the order is received, if the transfer is in the territory of the Czech Republic in Czech currency,

(2) by the end of the following business day after the receipt of the payment order, in case of transfers other than those referred to in paragraph 1),

(3) within the period agreed with the Client in case of a deferred payment.

Limitation of the total amount of payment transactions using a payment instrument

11.23 If the Provider agrees with the Client that the payment instrument can only give consent to a payment transaction or a payment order up to a certain amount of a payment transaction for a certain period, the consent or payment order given by the payment instrument beyond this limit shall be disregarded, unless the consent or the payment order shall be additionally approved by the user if the execution of the payment order is not prevented by the limit set for the payment transaction specified by the Provider.

11.24 The Provider is entitled, in addition to the agreement of the parties, to set the maximum amount of the payment transaction in connection with the performed Client Identification and the determined Level of Verification.

Information provision and making the information available

11.25 Prior to the execution of a payment transaction, the Provider shall provide information to the Client upon request, regarding:

(1) the maximum time limit for the execution of a payment transaction,

(2) the remuneration he will be obliged to pay to the Provider for the execution of a payment transaction and, if the remuneration consists of several separate items, a breakdown of these items.

11.26 The Provider shall provide the Client without undue delay after the amount of the payment transaction has been debited from the Client's payment account or upon receipt of a payment order, if the payment transaction is not executed from the Client's payment account, the following information:

(1) information enabling the payment transaction to be identified and, where applicable, the information about the recipient;

(2) the amount of the payment transaction in the currency in which it was debited from the Client's payment account or in the currency used in the payment order,

(3) information on the remuneration that the Client is obliged to pay to the Provider for the execution of the payment transaction and, if the remuneration consists of several separate items, a breakdown of these items,

(4) where applicable, the exchange rate used by the Provider and the amount of the payment transaction after that exchange of currencies,

(5) the value date of the amount debited from the Client's payment account or the date of receipt of the payment order.

11.27 The Provider shall provide the Client with the following information without undue delay after the payment transaction:

(1) an information enabling the payment transaction to be identified and, where applicable, information on the payer and other data transmitted in connection with the payment transaction;

(2) the amount of the payment transaction in the currency in which the amount was credited to the Client's payment account,

(3) information on the remuneration that the Client is obliged to pay to the Provider for the execution of the payment transaction and, if the remuneration consists of several separate items, a breakdown of these items,

(4) where applicable, the exchange rate used by the Provider and the amount of the payment transaction prior to that exchange of currencies,

(5) the value date of the amount credited to the Client's payment account.

11.28 In the Client's User Environment, the information in question shall be made available as soon as it is recorded in the Provider's information system.

Remedy of unauthorized payment transactions and liability

11.29 If an unauthorized payment transaction has been executed, the Provider shall immediately, and no later than by the end of the next business day after the unauthorized payment transaction was detected or notified by the Client,

(1) return the payment account from which the amount of the payment transaction was debited to the state it would have been in the absence of such debiting; or

(2) refunds the amount of the payment transaction, paid consideration and interest forgone to the Client if the procedure under paragraph (1) is not applicable.

11.30 The deadline for taking remedial measures from an unauthorized transaction will not start to run as long as the Provider has reason to believe that the Client has acted fraudulently, if he and the reasons are notified in writing to the supervisory authority.

11.31 The Provider's obligation to rectify an unauthorized transaction does not apply if the Client is responsible for the loss from an unauthorized payment transaction.

11.32 The Client is responsible for the loss of an unauthorized payment transaction

(1) up to an amount equivalent to EUR 50 if the loss was caused by the use of a lost or stolen payment instrument or by misuse of the payment instrument, or

(2) in its entirety if he caused this loss through fraudulent conduct or by deliberately or grossly negligent breach of any of his obligations under the Agreement.

11.33 The Client shall not be liable pursuant to Article 11.33 paragraph (1), if the Client did not act fraudulently and

(1) he was unable to detect the loss, theft or misuse of the payment instrument prior to the execution of the unauthorized payment transaction; or

(2) the loss, theft or misuse of the payment instrument was caused by the Provider's conduct.

11.34 The Client shall not be liable pursuant to Article 11.33 paragraph (1), if the Client did not act fraudulently and

(1) the loss occurred after the Client reported the loss, theft or misuse of the payment instrument,

(2) the Provider has not ensured for the Client to have the appropriate means available at any time to report the loss, theft, misuse or unauthorized use of the payment instrument, or

(3) the Provider breached the obligation to require strong Client verification.

Remedy of incorrectly performed payment transactions and liability

11.35 The Provider shall correct an incorrectly executed payment transaction towards the payer unless it proves to the Client and, where applicable, the Recipient's Provider that the amount of the incorrectly executed payment transaction has been credited to the Recipient's Provider account. In such a case, the incorrect payment transaction shall be corrected by the Recipient's Provider towards the recipient.

11.36 If an order to execute a payment transaction has been made indirectly, a payment transaction that has been executed in violation of a payment order that the payer has provided to the provider of the indirect payment order service, shall be considered to be performed incorrectly, even if executed in accordance with the payment order received. In this case, the provider holding the payment account of the payer is obliged towards the payer.

11.37 Paragraph 11.36 shall not apply in case of a payment transaction for which the payment order is made by the recipient or the payer through the recipient, if the recipient's provider has failed to transmit the payment order to the payer provider. At the request of the recipient, the recipient's provider shall demonstrate whether it has fulfilled this obligation.

11.38 If the Provider is obliged to rectify an incorrectly executed payment transaction towards the Client as the payer and the Client notifies him that he does not insist on the execution of the payment transaction, the Payer's Provider shall immediately

(1) return the payment account from which the amount of the payment transaction was debited to the state it would have been in the absence of such debiting; or

(2) refund the amount of the payment transaction, paid consideration and interest forgone to the payer if the procedure under paragraph (1) is not applicable.

11.39 The procedure referred to in paragraph 11.39 shall apply only in respect of the amount of an incorrectly executed payment transaction that has not been credited to the recipient's provider account before the Client notifies the Provider that it does not insist on the execution of the payment transaction, all of that under condition that the Provider will prove the crediting to the Client and, where applicable, also to the Recipient's Provider.

11.40 If the Provider is obliged to rectify an incorrectly executed payment transaction towards the Client as a payer and the Client does not notify him that he does not insist on the execution of the payment transaction, the Provider shall immediately arrange crediting of the amount of the incorrectly executed payment transaction to the recipient's provider account and he will

(1) restore the payer's payment account to the state it would have been if the payer's provider had executed the payment transaction correctly; or

(2) reimburse the incorrectly paid remuneration and lost interest to the payer if the procedure under (a) is not applicable.

11.41 If the recipient's provider is obliged to rectify an incorrectly executed payment transaction towards the Client as the payer, the Provider shall immediately

(1) restore the recipient's payment account to the state it would have been if the recipient's provider had executed the payment transaction correctly; or

(2) make available to the recipient the amount of the incorrectly executed payment transaction, the consideration paid and interest forgone, if the procedure under (a) is not applicable.

11.42 If requested by the payer's provider that has breached the obligation to ensure the payment transaction amount is credited to the recipient's provider account within the specified time limit, the recipient's provider shall put the recipient's payment account into a condition it could be, if the recipient’s provider ensured timely crediting of the payment transaction amount.

Term for announcement of unauthorized or incorrect payment transaction

11.43 A client who is a consumer may exercise the right to remedy an unauthorized or incorrectly executed payment transaction at a court or other competent authority if he notifies the Provider without undue delay after becoming aware of the unauthorized or incorrectly executed payment transaction, but no later than thirteen (13) months from the date on which the amount of the payment transaction was debited from the payment account or credited to the payer's payment account or when it was otherwise made available by the payer or the Client to execute the payment transaction.

11.44 A Client who is not a consumer may exercise the right to remedy an unauthorized or incorrectly executed payment transaction at a court or other competent authority if he notifies the unauthorized or incorrectly executed payment transaction to the Provider without undue delay after becoming aware of it, but no later than two (2) months from the date on which the amount of the payment transaction was debited or credited to the payer's payment account or was otherwise made available by the payer or the Client to execute the payment transaction.

Way of announcement of unauthorized or incorrect transaction

11.45 The Client is obliged to exercise the rights from unauthorized or incorrectly executed payment transactions at the Provider in writing. The written notification must be demonstrably delivered to the Provider. A notification delivered by e-mail communication shall also be deemed written notice.

Returning the sum of the payment transaction for which a payment order is issued by the recipient or the payer through the recipient

11.46 The Provider shall return the amount of the authorized payment transaction in an agreed manner if

1) the recipient or the payer through the recipient has placed the payment order for an authorized payment transaction,

2) the payer has requested a refund of the amount of the authorized payment transaction within 8 weeks as of the date when the amount of the payment transaction was debited from his payment account,

3) the exact amount of the payment transaction has not been established at the time of authorization; and

4) the amount of the payment transaction exceeds the amount that the payer could reasonably expect having regard to all the circumstances; however, the payer cannot object to an unexpected change in the exchange rate if the reference exchange rate agreed between the payer and his provider has been used.

11.47 If the conditions for the refund of the amount of the authorized payment transaction are met, the Provider shall, within 10 working days from the date on which the payer asked for the refund,

(1) state the payment account from which the amount of the payment transaction was debited to the state it would have been in the absence of such debiting; or

(2) refund the amount of the payment transaction, the consideration paid and interest forgone to the payer if the procedure under (a) is impossible.

11.48 In case of a direct debit as referred to in Article 1 of Regulation (EU) No. 260/20122 of the European Parliament and of the Council, the Provider shall refund the amount of the authorized payment transaction in an agreed manner even if the conditions according to Article 11.46 numbers (3) and (4) are not met.

11.49 The Provider and the Client agreed that paragraphs 11.46 up to 11.48 will not apply if

(1) the payer has given his consent to the payment transaction directly to his provider; and

(2) where applicable, information on the exact amount of the payment transaction has been provided or made available to the payer by the provider or recipient in an agreed manner at least 4 weeks before the moment of receipt of the payment order.

11.50 At the Provider's request, the Client shall provide the Provider with information and documents indicating that the conditions for returning the amount of the payment transaction pursuant to paragraph 11.46 number (4) are met.

11.51 If the Provider fails to return the amount of the authorized payment transaction in an agreed manner, it shall inform the Client within 10 working days of the date on which the Client requested the return, the reason for refusal together with information on the method of out-of-court settlement of disputes by and between the payer and the provider and on possibilities of the payer to inform the supervising authority.

Archiving obligation

11.52 The Provider shall keep documents and records of the payment transaction for at least five (5) years as from the date of the transaction performance.

Other arrangements on payment transactions

11.53 The Provider has the right not to execute the Client's payment transaction if it breaches legal regulations or rights and obligations stipulated in the agreement or in case of insufficient means of payment for the execution of the payment transaction and payment for the provided payment services by the Provider.

11.54 The Provider shall not be liable for the accuracy and legality of payment transactions entered by the Client, except those stated in the agreement.

12.EXCHANGE RATES

12.1 The Provider sets the exchange rate on the basis of an agreement between the Provider and the Client, always prior to the actual exchange according to the current fixed rate (determined by the ECB) plus an individually agreed fee which is set in % above the frame of the specified ECB rate. All exchange rates are always expressed and announced by the Provider in relation to the Czech crowns (CZK). If the Client is interested, the Provider may also express the exchange rate among other currencies as part of the individual exchange rate negotiation.

12.2 The individual exchange rate shall be negotiated only at the Client's request. If the Client requests a large amount of foreign exchange funds to be exchanged, the Provider may negotiate an individual exchange rate with the Client. The possibility of negotiating an individual exchange rate is determined by the Provider depending on the volume of foreign exchange funds that will be the subject of the exchange.

13.CHANGE OF THE AGREEMENT AND THE GENERAL TERMS AND CONDITIONS

13.1 The Agreement and the GTC may be amended by agreement between the Parties in the form of an amendment.

13.2 The Provider shall be entitled to propose to the Client a change to the Agreement or GTC (hereinafter referred to as the “Change in Commitment”), whereby the Provider is obliged to make this proposal on a durable medium no later than two (2) months before the date when the change of obligation is to become efficient according to the proposal.

13.3 The Client accepted the proposal to change the obligation if:

(1) the Provider proposed a change in the obligation no later than 2 months before the date on which the change is to become efficient,

(2) the user has not refused the proposal for change of the obligation before the date on which the change is to become efficient,

(3) the Provider informed the Client of this consequence in the proposal to change the obligation of the Client and

(4) in the proposal to change the obligation, the Provider informed the Client of its right to withdraw the obligation from the agreement.

13.4 A Client, who is a consumer, has the right to refuse to change the obligation from the agreement in such a way that he/she can terminate the agreement free of charge and with immediate effect before the day the change is to take effect.

13.5 A Client who is not a consumer has the right to refuse to change the contractual obligation by giving notice of termination of the agreement free of charge before the effective date of the proposed change with effect from the effective date of the proposed change.

14.TERMINATION OF THE AGREEMENT

14.1 The Agreement can be terminated by a notice. A Client, who is a consumer, may terminate the Agreement at any time with a notice period of one (1) month. A Client who is not a consumer may terminate the Agreement at any time with a notice period of two (2) months.

14.2 The Company is entitled to terminate the Agreement with a Client who is a consumer with a notice period of two (2) months, namely:

(1) without giving any reason,

(2) if the Client breaches grossly or repeatedly his obligations under the Agreement,

(3) if the Client executes payment transactions in violation of the AML rules.

14.3 The Provider is entitled to terminate the Agreement with a Client who is not a consumer with a notice period of one (1) month, namely:

(1) without giving any reason,

(2) if the Client breaches his obligations under the Agreement,

(3) if the Client executes payment transactions in violation of the AML rules.

14.4 The Provider is entitled to withdraw the agreement with a Client who is not a consumer without notice period:

(1) if, after performing the Client Identification, he has identified the Client as a person who cannot be provided with payment services,

(2) if the Provider has been withdrawn the license to provide services provided under the agreement,

(3) if the Client breaches the agreement in a gross way.

14.5 The Agreement must be withdrawn in writing and delivered to the other party. The notice period starts to run from the first day following the delivery of the notice to the other contracting party.

14.6 Once the notice comes into effect, the Client is prevented from actively accessing the User Environment, i.e. the Client can no longer use payment services, but still has access to the documentation available on the User Environment (esp. statements of the Payment Account, communication between the Provider and the Client, etc.). The Provider is obliged to return the funds on the Client's Account in accordance with the Agreement and the GTC.

14.7 If the Client is a consumer, the right to a fee arises only if:

(1) the contractual obligation lasted less than 6 months; and

(2) the fee is reasonable and corresponds to the real costs of the Provider.

14.8 A Client who is a Consumer is entitled to withdraw from the Agreement without giving reasons and without a contractual penalty within 14 days from the date of conclusion of the Agreement. The withdrawal must be made in writing in electronic form to the Provider's contact e-mail. Withdrawal is effective if sent by the Client within the specified time limit. In case of withdrawal, the contracting parties have agreed that the Client is obliged to pay to the Provider an amount corresponding to the amount of fees incurred for actually provided services in accordance with the Agreement according to the Tariff of Fees until the moment of withdrawal.

14.9 The rights and obligations of the contracting parties in the event of withdrawing the license to provide services provided under the agreement granted to the Provider are governed by the Payment System Act.

15.DISCLAIMER OF LIABILITY OF THE PROVIDER

15.1 The Provider shall not be liable for damage caused by the Client as a result of the loss of his/her password or other access data through accesses provided by the Provider.

15.2 The Provider shall not be liable for any damage caused to the Client as a result of an erroneous payment order executed by him or as a result of a payment order to which the Client was forced by fraudulent or otherwise dishonest behaviour.

15.3 The Provider has the right to make adjustments to the PSE user environment, such as system, technological, security and other qualitative improvements to the service in accordance with technology developments in the given field and to improve the quality of the services provided. Any changes affecting the rights and obligations of the Contracting Parties shall be subject to the relevant provisions of the change to the Agreement.

15.4 The Provider shall not be liable for improper performance or breach of its obligations under the Agreement if this was caused by force major (natural disasters, accidents, fires, mass riots, strikes, acts of war, enactment of certain laws and subordinate laws prohibiting (limiting) directly or indirectly the type of measures specified in the Agreement or otherwise creating obstacles to the fulfilment of obligations under the Agreement and other circumstances identified by the agreement of the parties as events being caused by force major).

15.5 The Client acknowledges and agrees with the fact that the PSE, including access to it, is an information technology file and it is operated via the Internet. Due to the specifics of information technology, the Provider cannot guarantee that the operation of all the PSE services will be faultless. Moreover, as third parties such as Internet providers, electricity suppliers, etc. are involved in the provision of the PSE services, the Provider cannot also guarantee that there will be no interruption.

16.CLIENT´S LIABILITY

16.1 The Client:

(1) uses the payment instrument in accordance with the Agreement and the GTC, in particular immediately after receiving the payment instrument, he will take all the reasonable measures to protect his/her Personal Security Elements,

(2) notifies the Provider or the person designated by the Provider without undue delay about loss, theft, misuse or unauthorized use of the payment instrument

16.2 The Client shall use the means of payment so as not to expose the used or other means of payment of the Provider to any risks.

16.3 The Client is obliged to protect his/her access data to the payment instrument, in particular to protect it against disclosure, not to pass it on to an unauthorized person and to behave in such a way that a third party is not allowed any access to the payment instrument.

16.4 If the Client discovers that his/her password has been revealed or there is a direct risk of being revealed to an unauthorized person, he/she is obliged to notify the Provider without delay and change the password without undue delay.

16.5 The Client is obliged to notify the Provider without undue delay of facts that lead to suspicion of unlawful or other illegal conduct or which lead to suspicion of an incorrect use of the payment instrument or any error in it.

16.6 If the Client uses the User Environment interface or other technical interface of the payment instrument, the Client is obliged to follow the technical rules and instructions specified by the Provider for their use. If the Client breaches these rules or instructions, he is liable for damage caused by a breach of his obligations.

17.COMPLAINTS AND CLAIMS

17.1 The Client is entitled to file complaints and claims regarding the services provided by the Provider. the Client is obliged to file complaint or claim in written to the Provider’s email address or to the legal seat of the Provider. Any contact data and important information can be found on the Provider’s website: https://exactly.cz/en/documents/complaints and https://exactly.cz/en/contacts.

17.2 The Provider shall provide the User with a response to his/her complaint or claim in connection with the provision of payment services within fifteen (15) working days after the date of receipt. At the user's request, the Provider shall provide a paper-based response.

17.3 If the Provider is prevented by an obstacle independent of its will to respond to a complaint or a claim within the specified period, it shall notify the Client within that period of obstacles that prevent it from responding in a timely manner and respond no later than thirty-five (35) business days after receipt of the complaint or claim.

18.FEES AND CHARGES

18.1 The Provider issues the Tariff of Fees in order to determine the type and amount of fees for individual services provided by the Provider in connection with the Agreement.

18.2 The Provider may individually set fees for a Client who is not a consumer, by a Table of Fees directly in the Agreement.

18.3 If there are insufficient funds to pay the agreed fees under the Agreement and the GTC, the Provider may issue to the Client an appropriate invoice, which the Client is obliged to pay within fifteen (15) days as from the date of delivery.

18.4 In cases where the Table of Fees stipulated in the Agreement is in conflict with the Tariff of Fees, the Table of Fees shall be used.

18.5 The Provider is entitled to unilaterally change the Tariff of Fees or the Table of Fees. The provisions of these GTC governing the change of the agreement shall apply mutatis mutandis to the change of the Tariff of Fees or the Table of Fees.

18.6 The current version of the issued Tariff of fees is published on the Provider's website: https://exactly.cz/en/documents/fees.

18.7 Fees for payment services are not subject to the value added tax.

18.8 The right to payment of the fee arises for the Provider at the moment when provision of the service under the Agreement started, but no later than at the moment of the completion of the provided service.

18.9 The Contracting Parties agree that in the case of a payment transaction consisting of the receipt of payment means on the Client's account, the Provider is entitled to set off the incurred fee against the incoming payment. The contracting parties further agree that in the case of a payment transaction consisting in the payment of funds from the Client's account, the Provider is entitled to deduct the incurred fee together with the sent amount and use it to pay the fee. The Client gives the Provider consent to the abovementioned method of payment of fees in accordance with the Tariff of Fees or the Table of Fees. Such a transaction is considered as authorized even without the Client's consent.

18.10 If the incurred fee was not paid at the same time as the execution of the payment transaction or from the provided reserve in accordance with these GTC, the Client is obliged to pay the due fee based on the tax document issued by the Provider. In case of a delay in payment of the due fee, the Provider is entitled to charge a delay fee of 0.1% of the outstanding amount for each commenced day of delay.

18.11 The agreement of the parties on a specific fee takes precedence over a fee specified in the tariff of Fees or the Table of Fees.

19.LANGUAGE, MUTUAL COMMUNICATION AND TECHNICAL REQUIREMENTS

19.1 Mutual communication between the Client and the Provider is conducted in Czech. Upon mutual agreement of the Parties, the language of communication may be extended to include the English language or another mutually agreed foreign language.

19.2 The Agreement is concluded in Czech language. It may be agreed with the Client that the Agreement shall be concluded in English or any other mutually agreed language.

19.3 The Provider and the Client have agreed that the form of mutual communication related to the concluded agreement will take place electronically, i.e. to the Client's contact e-mail address or through internal communication in the Client's User Environment. If delivery of the sent communication to the addressee has not been provably confirmed, the communication shall be deemed delivered on the seventh (7) day after its sending by the sender. The contracting parties may agree on a different method of delivery in a particular case. All paper notices, correspondence or documents transmitted or sent may be transmitted in person against a written acknowledgment of receipt by the recipient, sent by e-mail to the other party's e-mail address or sent by registered mail to the address of residence or registered office, or to such an address as announced by any of the parties to the other party in writing no later than ten (10) days prior to dispatch of the shipment.

19.4 If the agreement requires a written form, this form is fulfilled when the electronic form is used.

19.5 The Client's contact e-mail address for delivery purposes is the e-mail address specified in the Client's User Environment. Provider's e-mail address is the e-mail address published on the Provider's website in the contact details section.

19.6 The Client is responsible for the currency of the stated e-mail address during the term of the contractual relationship and is responsible for any damage incurred in connection with the breach of this obligation.

19.7 If it is required by law to provide information on a durable data medium, this form is preserved by sending information in the “Portable Document Format” (pdf) electronically to the Client's e-mail address or via the Client's User Environment.

19.8 In order to use electronic means of communication for the purposes of communication, the Client must have access to a personal PC, tablet or smart phone and at the same time this device must be able to connect to the public Internet data network. The Client also needs a mobile phone with an active SIM card that allows to receive SMS messages. Without these means and telecommunication services provided by third parties, the Client will not be able to use the possibilities of electronic communication with the Provider.

20.OBLIGATION OF CONFIDENTIALITY, PROTECTION OF INTELLECTUAL AND INDUSTRIAL PROPERTY

20.1 The Client is obliged to maintain confidentiality about the facts he/she learns in connection with the concluded Agreement, in particular the agreed deals and conditions of PSE, business activities, trading, technological processes and know-how of the Provider, further the integration process and security mechanisms of PSE or its defined parts (the “Confidential Information”).

20.2 The Client undertakes to prevent the disclosure of PSE software to third parties. The Client is obliged to take such measures so as not to breach his confidentiality obligations by persons to whom the Client allows access to the Confidential Information for the purpose of fulfilling the Agreement.

20.3 The Client's confidentiality obligations shall continue even after termination of the contractual relationship with the Provider.

20.4 The Provider undertakes not to pass on or disclose to third parties information obtained about the Client in connection with the concluded Agreement, without the Client's consent. The Provider has the right to transfer this information and other data and materials obtained from the Client to a third party if he is bound by the Provider to do so by an agreement concluded for the purpose of performance under the Agreement and if this third party is also bound by confidentiality according to an agreement concluded with the Provider. Provider's obligations under this provision shall continue after termination of the contractual relationship with the client.

20.5 The Provider's Confidentiality Agreement is without prejudice to the Provider's legal obligation to provide information or to disclose facts obtained in connection with the concluded Agreement to the competent authorities.

20.6 The Client shall be liable for damage caused by breach of his confidentiality duty.

20.7 A party is entitled to disclose Confidential Information in case of:

(1) receipt of the other party's written consent;

(2) that Confidential Information can be obtained from publicly available sources without violating the Agreement;

(3) when the party has received the Confidential Information from a third party not bound by the obligations of the other party's confidentiality agreement.

20.8 The Client is obliged to refrain from conduct infringing the intellectual property rights of the Provider for industrial and copyright rights. The PSE is the Provider's trademark protected under applicable law. The Client is prohibited from using the intellectual property rights of the Provider, without the express authorization resulting from the Agreement or without the Provider's written consent given in the form of a license agreement.

20.9 Upon termination of the Agreement, the Parties undertake to return, at the request of the other Party, documentation containing Confidential Information provided by the Party under the Agreement, unless such return is precluded by law or archival obligation of the other Party.

21.FINAL STIPULATIONS

21.1 Supervision of compliance with legal obligations in relation with the granted authorization, in particular the prohibition of unfair commercial practices and discrimination, information obligations on financial services prices, the possibility of out-of-court settlement of consumer disputes (ADR) and other obligations of banks, insurance companies, providers or intermediaries of consumer loans and other persons subject to the supervision of the Czech National Bank pursuant to special laws are performed by the Czech National Bank

21.2 In case the Client discovers any violation of the aforesaid obligations it can file written investigation request to the CNB.

21.3 The titles of the articles have been used for convenience only and do not affect the interpretation of the text.

21.4 The contracting parties have agreed that the uncertain and indeterminate receivable is eligible for offsetting and thus they exclude the provisions of §1987, paragraph 2 of the Civil Code.

21.5 If there is a conflict between the GTC and the Agreement, the provisions of the Agreement shall prevail, unless expressly stated otherwise.

21.6 The Client grants consent that the Provider is entitled to transfer rights and obligations from the Agreement to a third party without the Client's consent. The Provider is obliged to inform the Client of this fact without undue delay.

21.7 By concluding the Agreement, the Client confirms that before conclusion of the Agreement he was provided with all the necessary information needed to conclude the Agreement with the Provider, that the Client became acquainted with the GTC sufficiently and in advance of the conclusion of the Agreement, that the Client considers the entire GTC content to be final and complete and that his individual rights and obligations arising from the contractual relationship with the Provider are understandable to him.

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