General Terms and Conditions

FOR ACQUIRING OF PAYMENT TRANSACTIONS AND MERCHANT AGREEMENTS

These General Terms and Conditions for Acquiring of payment transactions and Merchant Agreements (hereinafter: General Terms) are a part of Merchant Agreement, which constitutes the business conditions of the company Paywiser d.o.o., company code 8640084000, with a registered office at Bravničarjeva ulica 13, 1000 Ljubljana, Slovenia, (hereinafter referred to as “Paywiser”, “we” or “us”), registered in the Register of Legal Entities of the Republic of Slovenia, drawn up in accordance with slovenian law.

1. DEFINITIONS AND INTERPRETATION

1.    In the Agreement, unless the context otherwise requires the listed terms will have the following meanings:

   Account: Dashboard Account means account that Merchant opened at Paywiser for account traffic monitoring, downloading reports and to perform refunds. Each account has merchant identification number (MID)

   Account: Payment Account means an account held by payment/credit institution which is used for the execution of Payment Transactions in your favour;

   Partner Bank means our contractual partner DECTA Limited, registered in England and Wales under corporate number
   09926210, with its registered office at Suite 3, Third Floor, 62 Bayswater Road, London, W2 3PH,
   which is offering us (i) access to its telecommunication channel for connection to the Card
   Schemes to facilitate the acceptance of Cards by sending inquiries for Authorisation of
   Transactions in accordance with the Standards, (ii) accepting Transaction Amounts and Refunds
   from the Card Schemes, (iii) storing Transaction Amounts in the form of Money, (iv) redeeming of
   Money by transferring the equivalent amount, (v) transferring (via Card Schemes) of OCT amount
   to Cardholder (vi)registration of our Gateway with relevant Card Scheme;

   Action Plan means internal regulatory document of a Merchant that contains information and set of activities,
   which shall be carried out by that Merchant to improve the statistics on Chargebacks and
   fraudulent Transactions under this Agreement. The Action plan should include: the Merchant
   business description and future strategy of its business; analysis, that reflects a cause of the
   increase of the Chargebacks and fraudulent Transactions; if the Merchant cooperation with the
   third parties is the reason of negative statistics of the Chargebacks and fraudulent
   Transactions, such third parties and their detailed description shall be specified; the
   description of the methods and tools applied by the Merchant for definition and prevention of
   risk, that are used to ensure monitoring of the Transactions; the list of the activities held
   and planned for the improvement of negative statistics of the Chargebacks and fraudulent
   Transactions (enacting of new rules in a range of definition and prevention of risk); the
   planned timetable for the improvement of statistics of the Chargebacks and fraudulent
   Transactions;

   Agreement or Merchant Service Agreement an agreement entered into between Paywiser and you- Merchant in which we
   agree to facilitate that your access to the International Payment Systems/Card Schemes using our
   acquiring and Gateway services and which contains requirements demanded under applicable
   legislation and regulations as further specified in the Agreement and includes: the Initial
   Merchant Questionnaire, these General Terms and any appendixes (e.g. Pricing Schedule, Data
   Protection Agreement), as added to and amended from time to time in writing;

   Application Program Interface, API means an “application program interface” which you or a third party appointed by you
   uses to host the internet payment pages necessary to facilitate your use of Online
   Payments;

   Authorisation is the process whereby the Merchant requests permission for a payment method to be used for a
   particular purchase of

   Merchant’s Service or Product.

   Initial Merchant Questionnaire is sent to the Merchant via email and contains requirements for the Merchant to submit
   data which is necessary to start the onboard process with a Merchant.

   Business Days any day
   other than (i) Saturday or Sunday, or (ii) a public holiday in Slovenia and/or in the country
   where the Merchant has its establishments, (iii) a day on which banking institutions in Slovenia
   are authorised by Regulatory Requirements to be closed;

   Card Issuer means a
   member of a Card Scheme that enters into a contractual relationship with a Cardholder for the
   issuance of one or more cards;

   Card Schemes Card Association / Card
   scheme is an umbrella term for Visa, MasterCard
   or comparable bodies which provide Cards that is notified by us to you;

   Card, Payment Card means any form of Credit Card or Debit Card, which may be used by a Cardholder to
   carry out a Transaction on a Cardholder’s account;
   Cardholder means a person who is issued with and has Authorisation to use a valid Card and is a
   Customer purchasing products and/or services from you;

   CNP or Card Not Present Transaction
   is a Transaction by a Cardholder where the Cardholder is not physically present at
   the point of sale at the time of the Transaction. CNP shall comprise MO/TO and E-Commerce
   Transactions;

   Chargeback: a claim of
   the Issuer for return of a Transaction Amount drawn up according to the Card Scheme
   Standards;

   Chargeback Threshold is
   an upper limit placed on a merchant’s chargeback ratio, calculated monthly as chargebacks
   divided by total transactions; Customer is an umbrella
   term for Cardholders that use the products and/or services provided by the Merchant;
   Card Verification Method / CVM Code
   The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for
   Visa: CVV2; for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred
   to as CVM Code;Data Security Event means any event where Cardholder Data or Transaction Data (including any Card data or
   Personal Data) is stolen, misused or disclosed to an unauthorised person;

   Data: Account Data The term includes (1) Cardholder Data (primary account number (PAN); Cardholder name;
   service code; expiration date) and (2) Sensitive Authentication Data (including full track data
   from the magnetic stripe, equivalent data on the Chip, or elsewhere; CAV2/CVC2/CVV2/CID4 – the
   three- or four-digit value printed on the front or back of a Payment Card; PIN/PIN Block –
   personal identification number entered by Cardholder during a card-present transaction, and/or
   encrypted PIN block present within the transaction message);

   Data: Acquiring Data means all data relating to submitted transactions, transaction fees, account fees and
   settlement;

   Data: Personal Data means any information relating to an identifiable natural person, including
   identifiers such as name, identification number, location data, online identifier; physical
   identity factors such as height, colour of eyes; physiological identity factors such as
   biometric data, medical record; economic identity factors such as source of funds, source of
   wealth, account balance, transaction history; cultural identity factors such as level of
   education; social identity factors such as marital status, children, criminal convictions and
   offences;

   Data: Sensitive Payment Data is an umbrella term for Account Data and Transaction Data;

   Data: Transaction Data means information on the Transaction and the Cards by means of which the Transaction
   was conducted, as well as information on the Cardholder’s identification results;

   Fallback means a procedure where you can manually process a Transaction and obtain Authorisation where the
   initial process fails;

   Fee: Card Scheme Fee means fees paid to the Card Schemes for the services rendered by them for the
   processing of a payment transactions. Card Schemes fees include variable and fixed fees per
   transaction and are applied on pass-through basis to Merchants;

   Fee: Processing Service Fee means fee charged for processing of payment transactions;

   Fee: Interchange Fee means a fee, set by the Card Schemes, paid by the acquirer (i.e. Paywiser) to the
   issuer of the Payment Card for each Transaction, directly or indirectly (i.e. through a third
   party);

   Floor Limit means the transaction amount limit for all card transactions that must be sent to Paywiser for
   Authorisation. To the extent that Merchants process Card Not Present Transactions, those
   transactions shall have zero-floor-limit, which means that they are to be sent to Paywiser for
   Authorisation;

   Gateway software is a software, used to send the Transaction Data, including Merchant’s request for
   Authorisation of the Transaction, to the acquierer;

   Interchange ++ Pricing Model is a dynamic pricing model which is based on real cost of different parties involved
   in the processing of a transaction. The fee paid by you to us will consist of: Interchange, Card
   Scheme Fee and Processing Service Fee;

   Issuer means credit
   institution or another legal entity who issued the Card;

   KYC, KYB stands for the terms “Know Your Customer” and “Know Your Business”. These are regulatory requirements which
   we need to fulfil by identifying our Merchant´s and their business before entering into a
   business relationship;

   Merchant, you and your means any legal entity entering into the Agreement with us and, where applicable,
   their duly authorised representatives and successors;

   MO/TO or Mail Order/Telephone Order Transaction is a Transaction by the Customer where the
   Customer is not physically present at the point of sale at the time of the Transaction, and the
   Payment Details are presented to the Merchant by the Customer by means of mail (not email), fax
   or telephone;

   Working Hours being no less than 9.00 a.m. CET to 5.00 p.m. CET from Monday to Friday;

   Original Credit Transactions or OCT means a credit transaction in which funds are transferred (via Card Schemes) to a
   specified Card;

   Party each party under the Agreement – Paywiser, the Merchant, including any payment service provider/independent sales
   organisation that

   signs the Agreement, are individually
   referred as a “Party” and both together as “Parties”;

   PCI-DSS the Payment
   Card Industry Data Security Standards developed by the International Payment Systems safety
   requirements for Card and Transaction Data registration, archiving and for other non-cash
   transactions related activities;

   Rolling Reserve means
   an amount which is determined by us (in our sole discretion) for the purpose of securing any
   claims that we might have against you;

   Services mean the
   Acquiring Services, Ancillary Services, Payment Gateway services and processing services
   provided by us to the Merchant to enable the Merchant to use payment methods to process
   transactions, as well as providing other services by us to the Merchant under this
   agreement;

   SCA means Strong Customer Authentication, which is a European regulatory requirement to reduce fraud and make
   online and contactless offline payments more secure. SCA requires authentication to use at least
   two of the following three elements: something the Customer knows (e.g. password or PIN),
   something the Customer has (e.g. phone or hardware token), something the customer is (e.g.
   fingerprint or face recognition);

   Standards means: (i) Card Scheme Standards – any operating rules, regulations, procedures of the relevant Card
   Schemes including, but not limited to any manuals, guides, bulletins, member letter as may be
   amended from time to time; and the Standards established by the Payment Card Industry Security
   Standards Council: (ii) PCI DSS – the Payment Card Industry Data Security Standards and (iii)
   PA-DSS – Payment Application Data Security Standards;

   Third-Party Service Provider means provider of services that is not Party to the Agreement;

   Transaction means an authorisation request of an Account Holder for a payment from the Account Holder to the Merchant
   submitted by Merchant to us;

   Transaction: Card Not Present Transaction, CNP Transaction means a transaction between you and a Cardholder which
   is completed when neither the Cardholder nor the Cardholder’s card are present at your location
   at the time of the Transaction, e.g. mail order/telephone order (MO/TO) Transactions, E-commerce
   (internet) Transactions or pre-authorised recurring order transactions; Transaction: E-commerce
   Transactions means a Card Not Present Transaction carried out over the internet via a fixed or
   mobile device in which Card details are transmitted by the Cardholder to you via the Internet,
   or any other public or private network;

   Transaction: Instalment Transaction The single purchase of products and/or services billed to an account in multiple
   segments over a period of time agreed to between a Cardholder and a Merchant;

   Transaction: Payment Transaction means the acceptance of a Card or information embossed on the Card, for payment for
   products sold and/or leased and/or services provided to Cardholders by Merchant. Transaction can
   be either a F2F Transaction or a CNP Transaction or both. The term Transaction also includes
   credits, errors, returns and adjustments;

   Transaction: Recurring Transactions means a Transaction which a Cardholder has agreed can be debited to their Card at
   agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an
   amount due to you for the on-going provision of products and/or services;

   Transaction: Refund means the procedure, by which a request for return of a Transaction Amount or a part
   of a Transaction Amount to a Cardholder is made;

   Transaction Receipt means an electronic record of a Transaction;

   Website, E-commerce Website means the website operated by or on behalf of you through which your Customers can
   make Transactions in order to pay for the goods or services, that you are offering.

2. In the Agreement, unless
   the context otherwise requires:

   1. any reference to the applicable Regulatory Requirements, Standards and agreements will be
      interpreted as a reference to such applicable Regulatory Requirements, Standards and
      agreements as amended, extended, consolidated or re-enacted from time to time and will
      extend to any subordinate legislation made under it;

   2. references to clauses and schedules are to clauses and schedules of the Agreement, and references to paragraphs are of
      paragraphs in the Schedules in which such references appear;

   3. a reference to a person (including a party hereto) includes a reference to (i) that person’s
      legal personal representatives, successors and permitted assigns and (ii) corporate,
      unincorporated associations, natural persons, firms and partnerships;

   4. unless the contrary intention appears, words in the singular include the plural and vice versa; words
      importing the masculine gender include the feminine and neuter and vice versa;

   5. the headings in the Agreement are for convenience only and will not affect the construction or
      interpretation of the Agreement;

   6. any phrase introduced by the term “included”, “including”, “in
      particular” or any similar expression will be construed as illustrative only and will
      not limit the sense of the words preceding that term;

   7. subject to applicable Regulatory Requirements, in construing the Agreement, the so-called “contra
      proferentem” rule will not apply and accordingly no term, condition or provision of the
      Agreement will be construed against a party hereto solely on the basis that the party
      drafted and/or is relying upon the relevant term, condition or provision;

   8. in the case of any conflict or ambiguity between the Agreement and the Standards, the Standards
      will prevail, provided that the Agreement will be interpreted to give as full effect as is
      possible to both the Standards and the Agreement;

   9. in the case of any conflict or ambiguity between the Standards and the applicable Regulatory
      Requirements, the Regulatory Requirements will prevail.

• SERVICE PROVIDER

  1.    The Services under the Agreement are provided by Paywiser.

  2.     The Service Provider is duly authorised as an electronic money institution and is subject to the prudential supervision of the
     Bank of Slovenia and is registered in the list of electronic money institutions published on the Bank of Slovenia’s website.

  3.    Paywiser provides the Services under this agreement and may rely on services of other outsourcing services providers, such as Partner
     banks, technology providers etc. with whom Paywiser has concluded appropriate Agreements.

• SERVICES

  1. 1.    Subject to the General Terms of the Agreement we agree to provide you with services to
        manage your access to the Payment Systems and acceptance of payments via Payment Cards (“Services”).

     2.    The Services include Acquiring Services, Payment Gateway Services and Ancillary Services.

     3.    We will provide you with Acquiring Services, consisting of:

        1. acquiring of Payment Transactions;

        2. registration with Card Schemes, when required;

        3. provision of real-time access to Acquiring Data through Remote Access Module (RAM);

        4. settlement of Payment Transactions.

     4.    We will provide you with the following Payment Gateway Services:

        1. integration and access to Gateway Software and technical support necessary for acceptance of the Cards on Merchant Website;

        2. Transaction Authorisation services, processing of Chargebacks and Refunds, accept inquiries for the Original Credit Transactions;

        3. provide reports on all Transactions conducted during the month proceeding the reporting month. The Parties shall agree separately of the form and periodicity of the reports.

     5.    Where expressly agreed so, we will ensure provision of the following Ancillary Services:

        1. application processing and due diligence;

        2. payment page(s);

        3. risk management;

        4. customer support;

        5. trainings and educational support.

     6.    We will provide the Services as set out in the Agreement and we will not be obliged to provide any other services, unless
        expressly agreed between you and us in writing. We are not responsible for the provision of any
        advice, such as legal, accounting, or taxation matters, or services not specified in the Agreement.

     7.    We will provide the Services with reasonable skill, care and diligence in compliance with Regulatory Requirements and
        Standards, following good business practices and to your reasonable satisfaction.

     8.    We shall be entitled to make a decision in our absolute discretion on whether to enter into an agreement with each Merchant
        and whether to continue to provide such services once commenced.

• ELIGIBILITY
  General provisions

  1. 1.    You will only be eligible to use the Services subject to your status and after you have met relevant eligibility criteria (KYC, KYB). Details on the applicable eligibility criteria may be varied from time to time.

     2.    If at any point, you fail to fulfil all the eligibility criteria, we may terminate the Agreement and stop providing Services.

     3.    If you conduct your business through separate lines or you have separate Websites, entering into separate agreements may be required.

        Merchant profile
        

     4.    Our Services are intended for legal entities of any size that conduct sale of products and/or services and receive
        payments via Payment Cards based on Card Not Present Transactions .

     5.    The Merchant must be all of the following:

        1. incorporated and operates within an Allowed Jurisdiction;

        2. financially responsible;

        3. with good reputation.

     6.    The Merchant must NOT:

        1. be engaged in any activity that could cause harm to the Payment System, Card Schemes` brands or our reputation;

        2. be engaged in any activity that is considered illegal, brand-damaging;

        3. be prohibited, including its known owners (principals) from participating in any Card Scheme programme;

        4. be a sanctioned person/entity and is not included in the lists of people or entities subject to restrictive measures or sanctions:

           • a sanctioned person is any legal or natural person who is the target of sanctions or is subject to sanctions, which includes, without limitation, a person who:

             1. is owned or controlled, directly or indirectly, by a person targeted by sanctions; or

             2. is incorporated, domiciled or is a national or resident of a State that appears on the list of sanctioned States;

           • sanctions means any economic, financial, trade or similar restrictions and prohibitions adopted, imposed or provided for by the following organisations or States (and any
             bodies or agencies thereof):
             a) the United Nations;
             b) the United States of America; or
             c) the European Union or its present or future Member States;

  and must not act directly or indirectly on behalf of a designated person. The Merchant also declares that, to the best of their knowledge, the sanctioned person is not any of their legal representatives, authorised persons or persons employed by the Merchant and the beneficial owners.

• ACQUIRING SERVICES
  Acquiring of Payment Transactions

  1. 1.    We undertake to acquire all valid Transactions submitted to us from you in accordance with the Agreement.

     2.    We will support the acceptance of Card Not Present Transactions – e-commerce.

     3.    We need to agree explicitly on the acceptance of each type of Transaction.

     4.    We will settle your Payment Transactions through the Payment System of the respective Card Scheme (VisaNet / MasterCard Interchange System).

     5.     In some circumstances the Card Issuer will have the right under the Standards to refuse to settle a payment or to request a
        reimbursement from us of a payment which has already been settled. In either case, the relevant
        amount is referred to as a ‘chargeback’. Such circumstances can be:
        (i) the Cardholder denies authorising Card Not Present Transaction;
        (ii) multiple charges for the same good or service;
        (iii) the goods or services received were not as described or had a defect, etc.

     6.    If a Card Issuer exercises it´s right not to settle or to undertake a Chargeback, we will be entitled to Chargeback the Transaction immediately. For every Chargeback, a non-refundable Chargeback Fee will be charged to the Merchant as set out in the Pricing Schedule.

     7.    Our Chargeback rights will not be affected by any arrangement between you and the Cardholder.

     8.    You agree to provide us with documents confirming Transactions and Refunds and provide other assistance in relation to a
        Chargeback as we may reasonably request within 3 (three) Business Days from receipt of our request to do so.

     9.    Despite the above: we shall not be obliged to notify you of any defect in any Transaction Data or other liability to
        Chargeback except where a Chargeback is in fact made; we may treat any defective Transaction
        Data as valid; and we are under no obligation to assist you in getting payment from a
        Cardholder where the relevant Transaction Data has been charged back.

        Registration with Card Schemes

     10.    The acceptance of the Merchant as a customer is strictly linked to the description of Merchant’s Products and Services
         Merchant registered when entering into the Merchant Agreement.

     11.    Subject to the provisions of the Agreement, we undertake, when such registration is required, to register you with Visa
         and/or MasterCard and to maintain the respective registration(s).

     12.    In case your business is or will become rated as high-risk business, the Merchant will only be able to register with
         MasterCard and accept payment card issued by MasterCard.

     13.    We will advise you whether registration is needed based on the description of your business, provided in the Initial Merchant Questionnaire.

     14.    You acknowledge that the registration is subject to the sole discretion of the respective Card Scheme, which may approve
         or reject any application or decline to renew the registration, if renewal is required.

     15.   To perform a registration, you or the person submitting the application (your “Representative”) must provide us with your
         business legal name, registered address, email, phone number, registration number and country of
         incorporation, URL, the nature of your business or activities, expected monthly turnover in the
         transaction currencies, description of the potential Merchant’s anticipated Cardholders
         shown by geography a percentage by regions (Europe, Asia etc.) and certain other information
         about you that we require. We may also collect personal information (including name,
         birthdate, and government-issued identification number) about your beneficial owners, principals, and
         your account administrator.

     16.    If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers
         bank or other statements. To minimize confusion and avoid potential disputes, these descriptors
         must be recognizable to your Customers and must accurately describe your business or activities.
         You may only use Payment Processing Services to facilitate Transactions (as defined below) with
         your Customers. You may not use Payment Processing Services to conduct any personal transactions
         or for peer-to-peer money transmission, or for any other purposes prohibited by this Agreement.

     17.    We will neither be in breach of the Agreement nor liable for any failure or delay in performance of our
         obligations under it, in case the respective Card Scheme decides to reject your application or decline to renew your registration, if renewal is required.

     18.    You acknowledge that you will be entitled to submit Transactions to us after the receipt of written confirmation of your registration with the Card Schemes.

     19.    In all cases where registration fees are assessed by the Card Schemes, you undertake to reimburse us for this cost.

         Business Representative

     20.    You and your Representative
         individually affirm to Paywiser that your Representative is authorised to provide the
         information described in the section 5.15 (Registration with Card Shemes) on your behalf and
         to bind you to this Agreement. We may require you or your Representative to provide additional
         information or documentation demonstrating your Representative’s authority.

     21.    We can continue to act on instructions from an authorised person until we receive written notice from you that they
         are no longer authorised.

     22.    If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible
         and liable for your use of the Services and your obligations to Customers, including payment of
         any amounts owed under this Agreement.

         Payment for transactions

     23.    We undertake to pay you the net amount of all Transactions that we acquire from you in accordance with the Standards and
         the Agreement by crediting your Payment Account.

     24.    If for any reason the amount received from the International Payment System is less than the sum of the Transaction
         Amounts, we shall transfer the amounts received to the account after deducting any sums in accordance
         with this Agreement proportionally to the amounts actually received.

     25.    We may withhold payment if in good faith we suspect that:

         1. any Transaction is fraudulent or involves any other criminal activity;

         2. any Transaction was not in the ordinary course of your declared business;

         3. the number or size of Transactions is significantly greater than expected; or

         4. any of the events referred to in Clause “Suspension of Services” or required for the immediate
            termination of the Agreement by us has happened (whether or not we have terminated the Agreement).

     26.    Payments may be retained until we consider, acting reasonably, that:

         1. the relevant Transactions are legitimate;

         2. the relevant Transactions are no longer liable to be the subject of a Chargeback;

         3. you have discharged all your obligations to us under this Agreement.

            Granting access

     27.    Once your Initial Merchant questionnaire has been accepted, if you are eligible, we will send you details of how to
         access our online Remote Access Module (RAM) or similar web-based application.

     28.     During the term of the Agreement, through RAM (web-based application), we will provide you with access to all data relating to
         submitted transactions, a breakdown of your charges and fees for the Services – transaction fees, account fees and settlement.

     29.    Access credentials (user name and password) will be provided to the person designated in the Basic questionnaire. You are responsible for maintaining adequate security and control of your access credentials.

         Merchant equipment and software

     30.    The Merchant shall be solely
         responsible for the installation, servicing, maintenance, security and operation of the
         equipment and software needed to connect to the Payment Interface (API) and submit
         Transactions for processing by Paywiser.

     31.    Paywiser provides standard software modules and installation guides to the Merchant to help enable the connection to
         the Payment Interface and may provide software tooling provided or approved by Paywiser to connect to the API.

     32.    We reserve the right to change or amend the software and the interface to it at any time, to provide the Merchant with a
         new version thereof, and/or to change the functionalities and characteristics of the Software.
         No changes will be implemented by Paywiser which materially reduce functionality of the
         Services which was explicitly committed to be provided under the Merchant Agreement, except where
         this is made necessary by:
         (i) the need to follow generally accepted changes in industry standards,
         (ii) changes in applicable laws or Scheme Rules, (iii) the need for increased security due to
         security risks identified by Paywiser (iv) other reasonable grounds which warrant the
         reduction of functionality. If Merchant is significantly impacted by a material reduction of
         functionality due to a change in the Software, it may terminate the Merchant Agreement by giving written
         notice to Paywiser within 1 (one) month after Paywiser announced the change.

     33.     Paywiser endeavours to minimise changes to the API Interface.

     34.     Paywiser will announce changes to the API Interface for the Merchant in reasonable time in advance to allow Merchant to
         prepare for any impact.

• ANCILLARY SERVICES
  Application processing and due diligence

  1. 1. Before entering into, extending, or renewing our Agreement with you and during the term in which the
        Agreement is in full force and

        effect, we will request to be provided with information and documents (“Information”).

     2. You agree to provide us, upon reasonable request and at your expense, with accurate, precise, complete and updated Information.

     3. We will impose certain requirements in respect of content, issuer, validity period, etc. for the documents that we will request you to provide us with.

     4. From time to time we may request the provided documents to be certified as a true copy of the original document according to the following guidelines:

        1. on the copy of the document it must be written ‘Certified to be a true copy of the original seen by me and must be signed and dated. The certification should also contain the following information: the name of the certifying person, the signature, their occupation, contact details;

        2. the certified copy to be signed by one of the following professionals: notary, ambassador, consul, solicitor or other individual licensed to practise law, chartered accountant.

     5. If the provided documents are not written in English, we may request to be translated and the translation to be certified by the translation company. On the translated copy of the document it must be written that it’s a ‘true and accurate translation of the original document’, the date of the translation and the full name and contact details of the translator or a representative of the translation company.

     6. You acknowledge and agree that we will:

        1. research your background including, but not limited to, credit background checks, banking relationships, and financial history;

        2. collect data and/or information about you through automatic means, public registers, social media, data vendors or other data providers;

        3. request other information about you.

     7. We will use the collected Information to comply with statutory services, for due diligence services, to carry out risk
        analysis, for fraud prevention and risk management, for the purpose of monitoring and evaluating
        your financial and credit status, to defend any claim made against us by any Cardholder and to provide you with the Services.

     8. In case you do not start processing within 6 months from the Effective Date of the Agreement, you will be required to
        submit updated documentation, as required for the entering into the Agreement.

     9. For the purpose of assessing and managing credit and fraud risks, you are required to provide us, upon request, with
        copies of financial accounts, supplier invoices, customer contracts and any other documentation, which we might request.

     10. In order to defend any claim made against us by any Cardholder, you will provide us with all Information and assistance
         which we may reasonably require.

     11. The Merchant undertakes to provide to us immediately on request:

         • the names of each principal and that principal’s country of domicile; and

         • Transaction reports including such details as we and/or the Partner Bank may require,

         • such information as we may request from time to time in order to respond to any request from, or information filing obligation owed to, any International Payment System,

     12. The Merchant agrees that we or the Partner Bank may share such information with the International Payment Systems and
         governmental or quasi-governmental entities in its absolute discretion.

     13. We undertake not to use the Transaction Data for purposes other than the lawful processing of such data in accordance with the PCI DSS requirements and as requested by the Rules of the International Payment Systems.

         Integration with our processing platform

     14. You are responsible for your technical integration with our processing platform and all costs and expenses directly or indirectly incurred in successfully completing the technical integration.

     15. You will be responsible for:

         1. ensuring that you have system administrator(s) who is/are familiar with Payment System integration(s) and can act as first point of contact;

         2. informing us of any changes to your system administrator’s contact details without undue delay;

         3. providing the telecommunications and network services and correctly configured hardware and other equipment needed for the integration;

         4. the configuration and management of access to our processing platform; and

         5. obtaining our prior written consent to any integration of payment gateway(s) which you may wish to undertake; and

         6. any work required for any integration approved by us.

     16. If we explicitly agree so, throughout the term of the Agreement we will provide you with software and systems required to enable your integration with our processing platform that will enable you to receive acquiring Services.

         Gateway services

     17. Throughout the term of the Agreement we will provide you with Payment Gateway services in order for you
         to connect to our processing platform as well as technical support necessary for acceptance of
         the cards on Merchant´s website. You undertake to use our Payment Gateway services as described
         in this Agreement and Gateway Software.

     18. We will provide Payment Gateway on continuous basis, 24 hours a day, 7 days a week, 365 days a year.

     19. We will provide you with RAM access to our Payment Gateway enabling:

         1. transaction monitoring;

         2. transaction reports downloading;

         3. other functionalities upon agreement.

     20. We will provide you with detailed instructions on how to access and how to use our Payment Gateway.

     21. We are responsible for the security of the Sensitive Payment Data that we store, process or transmit on your behalf to
         the extent that we could impact the security of your Cardholder Data environment.

     22. We and the Partner Bank undertake to process Original Credit Transactions only for goods and services that are in conformity
         with the types of commercial activity of each Merchant specified in the Initial Merchant Questionnaire;

         Payment Pages

         General requirements

     23. The Services shall be used by the Merchant for Card Not Present Transactions via the Payment Pages unless agreed otherwise in
         the Merchant Agreement. The Merchant redirects the Customer to the secured Payment Page.

     24. Merchant shall not capture, register and/or have the Customer fill in, any payment details (expressly including Credit
         Card data) on its own site, but will use the Payment Pages instead to have the Customer submit its Payment details there.

     25. Merchant will not use screen grabbing or other emulation technologies to input Payment details onto the Payment Pages.

     26. You must not use any Payment Page(s)unless we have agreed to this in writing. You shall request our consent to make changes
         to approved Payment Page(s) before submitting any Transaction Data to us.

     27. If we allow you to use any Payment Page(s), you are responsible for its security, safekeeping and maintenance to submit Transactions to us.

     28. If we feel any agreed Payment Page no longer meets our security standards in respect of Sensitive Payment Data, we may require you to replace it.

         Payment page

     29. In order to send Transaction Data relating to E-commerce Transactions you need to have a Payment Page that is hosted by you or
         by Third Party Service Provider on your behalf and is approved by us.

     30. Where you are using Payment Page provided by us:

         1. we are responsible for ensuring that the Payment Page is PCI DSS Level 1 compliant in respect of the
            collection and storage of Sensitive Payment Data and will engage with the PCI SCC to the extent necessary to achieve this; and

         2. you must undertake all Transactions using SCA, unless otherwise agreed in writing with us.

            API Interface

     31. Connections to the API interface are made with “REST” calls using HTTPS. Authentication is performed via a combination of Store ID/Retailer code, IP and/or client certificate checks.

     32. Merchant undertakes that he will use SCA for all Transactions.

     33. If Merchant does not activate SCA for Transactions offered via the API interface where such option is available, Paywiser has a right to

         suspend Merchant´s Agreement.

     34. The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules
         and on Paywiser’s first request demonstrate such compliance
         and provide its valid certification of its compliance.

         Pay by link

     35. Pay by Link is an easy and secure way that allows merchants to receive payments from customers. You will generate a payment
         link by providing payment details (amount and currency) in paybylink.paywiser.com. You can then
         share the link with your customers through the desired engagement channels. When your customers
         visit the link, they are prompted to complete the payment. After they have completed the payment,
         you can review the payment status and transaction details in office.paywiser.com under the
         Transactions Links page. This makes payment easy and convenient for your customers, and you
         receive your money up to three times faster.

     36. It is essential for a message containing a payment link to be trustworthy. In Pay by link, you can use your own logo. The text
         of an email or text message can always be tailored to the message you want to convey. This
         promotes trustworthiness and increases conversion.

         Risk management
         

         General provisions

     37. When offering
         your products and/or services, you are required to comply with the rules set in the
         Standards regarding you as a Merchant, your relationships with Customers and third parties, use of
         Cards as payment method.

     38. We shall conduct monitoring of
         your business, including transaction processing to ensure its ongoing compliance with the
         Regulatory Requirements and the Standards and to support you on an ongoing basis to address
         the risks, to which you might be exposed, related to the conduct of your business. We may have
         to provide our Partner Bank with the results of our monitoring reviews and inform the Partner
         Bank of any non-compliance or suspected non-compliance issues.

     39. You undertake to follow strictly our instructions regarding card acceptance and transaction processing that aim to
         ensure your compliance with the Standards and to reduce the level of your risk exposure.

         Transaction limits

     40. We may impose limits on the transactions we will process for you over a period of time. These limits can be:

         1. amount limits – per single transaction, per card per day/ week/month

         2. accounts limits – per card per day/week/month

     41. We shall review these limits and where we identify a need to amend them, we will do so.

     42. If you exceed an established limit, processing may be suspended and we may retain settlement funds until new limits are
         agreed, or we may amend the charges and fees payable by you under the Agreement.

         Security of payment details

     43. Merchant guarantees not to copy, capture or intercept Payment Details such as credit card
         numbers, CVM Codes, ‘PIN’ codes that are entered on the Payment Page. If Paywiser has reason
         to believe that Merchant is copying, capturing or intercepting Payment Details, Paywiser has
         the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify
         and hold Paywiser harmless from any losses, claims costs or damage Paywiser incurs as a result
         of Merchant’s breach of this obligation.

         Fraud

     44. All Transactions processed by the Paywiser Services will be screened by the our fraud
         scrubbing tools, which performs a number of checks on the Transactions. Fraud scrubbing tools do not
         guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or
         Fines. The final responsibility for accepting or rejecting a Transaction will remain with the
         Merchant. Paywiser has a possibility to request to cancel Transactions that it has reasonable grounds
         to suspect to be fraudulent or involving other criminal activities, even if the fraud scrubbing
         tools failed to block the Transaction.

         Captures

     45. For some Payment Methods it is possible to ask for Authorisation of a payment (to check
         whether the Customer indeed has an account that can be charged for the payment amount) without
         immediately Capturing the Transaction. The prior Authorisation gives the Merchant some
         additional assurance that when Merchant captures the Transaction, it will be settled to the
         Merchant (and not blocked or subject to Chargeback). The Merchant understands that
         Authorised Transactions have a limited maximum capture period in which they can be captured which is
         set by the Issuing Bank or the relevant Scheme Owner. Beyond the applicable capture period, the
         additional assurance granted by the prior Authorisation is no longer valid, increasing the
         chances of the capture not leading to a successful settlement of the related payment.
         Merchant should generally take into account that the capture period can be as short as 5 days after
         Authorisation.

         Customer support

     46. Our personnel will be available to answer your inquiries relating to the Services on Business Days during
         our Working Hours, unless otherwise agreed.

     47. We will conduct our communications with you in a courteous, prompt and efficient manner and will use our best
         efforts to resolve any issue you might have with regards to the Services.

         Trainings and educational support

     48. We will provide you on an ongoing basis with trainings, educational support and notifications in
         order to ensure your compliance with the Regulatory Requirements, the Standards and the Agreement.

     49. You undertake to familiarise yourself with all materials we provide you with under the Agreement and to participate in
         all trainings and workshops that we organise for you.

• MERCHANT`S RIGHTS AND DUTIESCompliance

  1.    You acknowledge that you are aware
     of and undertake to operate in compliance with the applicable Regulatory Requirements, rules and
     technical requirements set by the International Payment Systems and by us and/or our Partner Bank,
     Standards and the Agreement, and to refrain from actions that could harm the safety, security and
     soundness of the Payment System. You also acknowledge to abide with laws regarding prevention of
     money laundering and terrorist financing.

  2.     The Merchant undertakes to comply
     promptly with conditions regarding risk as the International Payment Systems and we may from time to
     time determine to be necessary and impose on the Merchant.

     Card acceptance

     1. 1.     This Agreement sets forth the terms pursuant to which you are authorised to accept Cards. Display of acceptance mark

        2.     You must display appropriate Card Schemes` marks at your merchant Website where payment
           methods are listed to indicate which Cards are accepted for payments.

        3.     When you display Card Scheme acceptance mark at your merchant Website, you agree to accept the Card(s) of this Card Scheme for payment.

        4.     At your Website and/or application, the preferred way to communicate acceptance is to display the mark at the point of payment choice in full colour.

        5.     In all cases, you must display the acceptance marks at parity (in terms of size, frequency, and location) with all other acceptance marks of any type shown.

           
           Cardholder Transaction processing

           General requirements

        6.     You undertake to submit to us only records of valid Transactions completed by you. You must not submit any Transaction that:

           1. is from Customer with which you are not in an agreement, including when the agreement you had is terminated;

           2. is for products and/or services that do not fall within your business, as described in the Initial Merchant Questionnaire;

           3. is recurring or unscheduled credential-on-file transaction and you have not fulfilled the conditions of your agreement with the Cardholder;

           4. is for payment of products and/or services that are not shipped or provided;

           5. was subsequently reversed for the full amount or represent the amount of the partial Authorisation request;

           6. was previously disputed and subsequently returned to the Merchant. However, the Merchant may pursue payment from the Customer outside the card Payment System;

           7. is illegal (transaction must be legal in both your Customer`s and Merchant`s Location jurisdiction);

           8. is from a Customer that is not allowed by law to purchase a product or a service, due to age limit or other limitation.

           9. is brand damaging;

           10. relates in any way to a country or a person subject to financial sanctions imposed by the authorities of the United Nations, the European Union, the United Kingdom or
               the United States.

               Reversal and adjustment

        7. If you processed a Transaction in error, you must process a Reversal or an Adjustment within 30 calendar days.

     Cardholder right of dispute

     7.9 You must not impose, as a condition of Card acceptance, a requirement that the Cardholder waive
     a right to dispute a Transaction or any other right.

     Refunds

     1. 1. You must process a Refund only for the purpose of crediting funds to a Cardholder for
           returned products, cancelled services, or a price adjustment related to a prior
           purchase.

        2. The Refund must not exceed the authorised amount of the related Payment Transaction.

        3. You must provide a Refund in connection with a Transaction on the same Card as was used for the original
           Payment Transaction, not by cash or check. Only in case the Card has expired, it is possible to refund to the Customer´s bank account.

        4. You must not:

           1. accept payment from a Cardholder for the purpose of processing a Refund;

           2. process a Refund without having completed a previous Payment Transaction with the same Cardholder.

        5. When handling the Refunds, you must strictly follow the instructions given to you by us after
           concluding this Agreement and any amendments thereto.

           Transaction amount

        6. You must not establish a minimum or maximum transaction amount as a condition for honouring a Card.

           Payment of existing debt

        7. You must not submit any Transaction that represents the refinancing or transfer of an
           existing Cardholder obligation that is deemed to be uncollectible or arises from the dishonour of a Cardholder’s personal check.

           Scrip prohibition

        8. The Merchant must not accept a Card for the purchase of Scrip.

        9. Scrip means a substitute or alternative to legal tender that entitles the holder to receive something in return. It´s available in various forms, usually as a form of credit.

           Deposition of Transactions

        10. In presenting or submitting Transaction Data to us, you confirm that:

            1. the submitted Transaction Data are complete and accurate;

            2. all statements and facts contained in the Transaction Data are correct and complete to the best of your knowledge;

            3. you have supplied (or, for a prepayment or deposit, have agreed to supply) the products and/or services to which the Transaction Data relates and to the value stated in the Transaction Data;

            4. you have fulfilled the conditions of your agreement with the Cardholder for an Instalment Transaction, a Recurring Transaction, or an unscheduled credential on-file transaction;

            5. you haven’t split a Transaction into 2 or more Transactions.

        11. By sending the Transaction Data you confirm that you have provided the products and/or services to the
            Cardholder and that you have met any responsibility that you may have to the Cardholder.
            Any failure to meet your responsibilities to the Cardholder will be considered breach of the Agreement.

            E-commerce Transactions

        12. You undertake not to use any Website in any way which might jeopardise the integrity,
            confidentiality, or security of your Terminals, associated equipment, any computer
            system, servers or network used by you to communicate with us or with Cardholders or
            other computer systems including through disabling devices and unsolicited e-mails.

        13. Your Website and/or application must clearly and prominently display all information required
            in line with the Standards, including:

            1. information about you, including: name, country, mailing address, electronic mail address,
               telephone number, trade register and registration number, and if applicable
               –
               VAT identification number; contact detail of customer service;

            2. information
               about your products and/or services – complete description of the
               products/services provided;

            3. information
               about the payment, including acceptance marks, price, transaction currency,
               timing of billing, timing of fulfilment of transaction, function (button)
               for
               Cardholder to confirm the purchase before the completion of the sale;
               description of your security capabilities;

            4. legal
               restrictions, if known, such as export restrictions;

            5. rules,
               policies, procedures, including – terms and conditions, delivery policy and
               policy on split shipments, Surcharge policy, Return/refund policy,
               Cancellation
               policy, Consumer data privacy policy, Dispute resolution process, Code of
               conduct;

            6. placement of order – availability of technical means allowing customer to identify and
               correct input errors, prior to the placing of an order and provision of
               acknowledgement of order receipt.

        14. You are responsible for verifying the Cardholder’s address and ensure the products are dispatched to this address.

        15. Specific requirements may apply depending on the products and/or services offered.

        16. If you fail to implement SCA within a timescale acceptable to us, your right to process Transactions may be terminated immediately.

        17. When using SCA you must comply with any instructions given by us.
            Transaction Receipt

        18. You must display printable receipt page and you must provide the Cardholder either with
            direct link to Transaction Receipt or to provide the receipt via email or other
            electronic means. The Transaction Receipt must be in a static format that cannot be
            easily manipulated after the card has been credited.

        19. Transaction Receipt must contain, at least
            (i) Merchant details – name/descriptor and location – city and country;
            (ii) payment details –amount, currency, currency conversion rates, surcharge;
            (iii) the last 4 digits of the PAN. The receipt must not contain any Sensitive Payment Data such as the PIN and the CVV.

        20. You must retain
            a Transaction Receipt for at least 13 months from the date of the Transaction and provide it to us upon request.

            
            Solicitation materials

        21. In case you use
            solicitation materials referring to Paywiser or our Services (such as
            advertisements,
            stationery, business cards, sales brochures, Website promotional content, etc.) you
            must
            have our prior written approval. We are entitled to suspend any marketing campaign
            referring to Paywiser or our Services if the content of the materials is not in
            compliance with the applicable Regulatory Requirements, the Standards and the
            Agreement.

        22. Your solicitation
            materials must NOT include misleading or deceptive statements, including statements:

            1. that you are a member/representative of Visa/MasterCard;

            2. that your registration with Visa/MasterCard, if such, is endorsement of your products and/or services;

            3. that imply that you are participating in an activity not permitted by the Standards.

               
               Use of Card Schemes Marks

        23. You acknowledge that each Card Scheme is the sole owner of their respective trademarks.

        24. You agree:

            1. to use one or more of the trademarks to indicate acceptance for payment, provided that the conditions in the Standards are met;

            2. not to use Card Schemes` marks for promotional or advertising purposes in any media, unless
               the Card Schemes` Standards permit their use;

            3. not to use Card Schemes` marks in a way that implies endorsement of your products and/or services;

            4. not to contest the ownership of the trademarks for any reason;

            5. that the Card Scheme(s) may prohibit you from using any of their trademarks for any reason.

        25. You may use one or more of the trademarks in connection with your products and/or services, provided the trademarks are used:

            1. in accordance with the Standards, including all current reproduction, usage and artwork Standards; and

            2. according to our express written instructions; and

            3. solely in connection with the provision of your products and/or services.

               
               Sensitive Payment Data security

        26. You are solely
            responsible for the safety and security of the stored, processed and transmitted
            Sensitive Payment Data. To verify your compliance with PCI-DSS we will require to be
            provided with necessary documents.

            Use of Sensitive Payment Data

        27. You must comply with all of the following:

            1. not request or use an account number for any purpose that is not related to
               payment for your products and/or services, except when for the products
               and/or services is paid by using that account number;

            2. not display the full Account Number to the Cardholder online, if you are e-commerce Merchant;

            3. not request the Cardholder to reveal their PIN;

            4. not request a Card Verification Value 2 (CVV2) from the Cardholder on any written form;

            5. reproduce the Cardholder’s signature only at our specific written request or in response to a obtaining request;

            6. store and use a stored credential only as agreed with the Cardholder;

            7. must not extract, keep or reveal any security code, other than for the purposes of processing Transaction Data.

               Data Security Event

        28. If a Data Security Event occurs or if you suspect that a Data Security Event has occurred, you will notify us in writing immediately providing the following details:

            1. your full name, trading name (if any) and the MID(s) alleged to have been breached;

            2. a full description of the actual or suspected Data Security Event;

            3. details of the number of Cardholders affected by the actual or suspected Data Security Event; and

            4. a copy of all correspondence between you and any Card Issuer or Cardholder concerning the actual or suspected Data Security Event.

        29. You will provide us immediately with any additional information which we need in connection with the
            actual or suspected Data Security Event.

        30. You must obtain our consent prior to incurring any expenses of any type for which we may be responsible
            in remedying a Data Security Event (we will give our consent unless there is a good reason not to).

            Audit

        31. For the purpose of
            determining compliance, we may conduct audits of your recruitment, inventory,
            solicitation, sales and trading materials, operational controls, established fees
            and adherence to the Standards.

        32. We
            shall give you a minimum of 30 (thirty) days written notice of any exercise of our
            rights under this section “Audit”, except where the

            requirements of a regulatory authority do not permit such notice, or we have
            immediate data security, compliance or fraud concerns.

        33. We shall exercise our rights under section “Audit” reasonably and usually no more than once a year unless
            a regulatory authority requires otherwise or there are immediate data security,
            compliance or fraud concerns

        34. Upon our request, you shall:

            1. permit or procure us or our duly authorised representatives to have access to all or
               any of your premises where, or systems on which, your business trades or where
               your records or stock are located, during your Working Hours, to examine all or
               any such premises, systems, records or stock and those of any other business
               which we consider is or may be connected to you;

            2. permit or procure us or our duly authorised representatives to take and
               retain
               copies of all or any such records; and

            3. provide to us or our duly authorised representatives with honest and comprehensive answers
               to any enquiry we may make in relation to you and your business

        35. On our request you shall provide us with your Action plan immediately but no later than 6 (six) Business Days after receipt of our request.

        36. You shall provide us with your Action Plan, if the number of your Chargebacks or fraudulent Transactions
            exceeds at least one of the following parameters:

            1. on the Transactions conducted via the Cards issued under the brand of “MasterCard”, “Maestro”, “Visa” and “Visa Electron” – 50 (fifty) Chargebacks and/or 1%
               (one percent) of the total number of Transactions for the current month;

            2. the amount of fraudulent Transactions conducted via the Cards issued under the brand of “MasterCard” and “Maestro” exceeds 3 000 USD (three thousand US dollars) and/or 3% (three percent) of the total amount of Transactions for the current month;

            3. the amount of fraudulent Transactions conducted via the Cards issued under the brand of
               “Visa” and “Visa Electron” exceeds 25 000 USD (twenty five thousand US dollars) and/or 1% (one percent) of the total amount of
               Transactions for the current month;

               
               Cooperation with the Card Schemes

        37. You undertake to
            cooperate fully with the Card Schemes in any investigation, inspection, audit,
            review that aims to ensure that you are complying with the Card Scheme Standards and
            operating in a safe and sound manner, which includes providing access to the premises and to
            all pertinent records, including financial reports, and promptly supply them with all
            information and materials needed upon request within the stipulated timeframe.

• FINANCIA CONDITIONS
  Fees and other charges

  1.    As consideration for the
     Services provided, you agree to pay us the applicable fees set forth in Pricing Schedule, or as otherwise
     provided by us along with the Agreement, or, if applicable, upon receipt of an invoice from us.

  2.     All fees payable to us under the
     Agreement are immediately due and payable on provision of the relevant Service. Our fees are
     non-refundable unless otherwise explicitly agreed.

  3.    Fees are quoted exclusive of
     Value Added Tax (VAT) or TFS (Tax on Financial Services) when applicable. We will charge VAT/TFS or
     comparable sales taxes in addition to the fees set forth in the Pricing Schedule if the services,
     provided by us become subject to VAT/TFS or comparable sales taxes or where Regulatory Requirements
     require so. Where required, we will provide you with information on the net amount, the amount of
     tax and the tax rate applied.

  4.     Where possible, all fees due
     will be deducted from the available balance (other than one containing client monies) or from any sums
     payable to the Merchant in order to settle the obligations of the Merchant to us.

  5.    In case we are unable to deduct the Fees due, we will issue an invoice for the amount owed.

  6.    All fees owed by you to third parties, are your sole responsibility and are not covered by the Agreement.

  7.    If you do not pay us the due amounts in the abovementioned timeframe, we may charge default interest from the due date for
     payment at an annual rate of 8% above the base lending rate in Slovenia from time to time accruing
     at a daily rate until payment is made in full.

  8.    For Merchants operating under
     the Interchange ++ Pricing Model the Interchange and the Card Scheme Fees are applied on pass-through
     basis per transactions, meaning that they are not retained by Paywiser but are passed to the Issuer
     and the Card Schemes. The Interchange rates are set by the Card Schemes and are publicly available
     on the official website of each Card Scheme. The Card Scheme

     fees are applied by Visa and MasterCard for each transaction depending on the card brand, type, origin and type of
     transaction. The Card Scheme fees may be amended from time to time based on any fee updates from
     Visa and MasterCard. You agree to pay the exact amount of the Interchange and the Card Scheme Fees that has been charged.

  9.    For merchant operating under
     Blended Pricing, a fixed percentage of the transaction amount values is applied per every
     transaction. When Blended Pricing is agreed between you and the Paywiser, the Blended fee percentage
     is calculated by Paywiser based on the Traffic characteristics provided by the Merchant and
     documented when concluding the agreement and is set in the Pricing Schedule. If the actual Traffic
     differs materially from the figures provided by the Merchant, Paywiser has the right to
     proportionally adjust the Blended Fee percentage, based on the actual Traffic characteristics.

  10.    A currency conversion fee may
      apply whenever we perform a currency conversion. If the Merchant needs to convert currency in order
      to perform an action under this Agreement, the Merchant shall apply the rate of the Partner Bank
      and/or us at the moment of converting.

  11.    If for any reason the Agreement
      is terminated before the expiry of six months of the Effective Date, you shall pay to us, upon the date
      of the termination, an early termination fee in the amount of EUR 200,00. However, we will not
      charge you for the termination after the expiry of 6 months of the entering into the Agreement.

  12.    We will not charge you for
      providing or making available information which is statutory required to be provided or made
      available. We may charge you for any information which is provided at your request where such
      information is: (i) additional to the information statutory required to be provided or made
      available to you; (ii) provided more frequently than is specified in the Agreement; or (iii)
      provided on paper. In all cases, any charges imposed for provision of information will reasonably
      correspond to our actual costs for its provision.

  13.    You agree to repay us the full amount of any:

      1. Chargeback;

      2. Refund issued (if not already deducted from sums paid by us to you);

      3. payments made by us in respect of individual Transaction Data;

      4. fees, fines or other charges payable by us or our Third-Party Service Provider(s) to a Card Scheme or any other
         person as a result of the ratio of your Chargeback to Transactions exceeding the industry
         average (as determined by the Card Schemes from time to time);

      5. all costs, charges and/or expenses imposed on us and/or the Partner Bank by any International Payment System in
         relation to the E-Merchant business’ activities, any breach of the Rules of the
         International Payment Systems or any actions or inactions of the Merchant in breach of
         applicable laws and/or regulations;

      6. other fees, fines, losses or other charges payable by us or our Third-Party Service Provider(s) to a Card Scheme (such
         as registration fees, non-compliance assessment, etc.) or any other person (such as
         disputes, lawsuits, non-fulfilment of your obligations etc.) in connection with this
         Agreement.

  14.    In addition, we may charge you administration fee as a percentage over the amount of the incurred Financial Liabilities. You shall
      pay all costs of any audit or audits, conducted under the Agreement.

      Security

      General provisions

  15.    We may establish a Security in relation to you and your processing for the purpose of providing a
      source of funds to pay us for any and all, actual and reasonably anticipated Financial Liabilities.
      Such Security will be agreed in Pricing Schedule and held in a manner to be readily identified by
      you and controlled by us.

  16.    The Security may include: (i)
      establishment of a Rolling Reserve; (ii) provision of guarantee in our favour; (iii) other Security
      agreed between the parties.

  17.    When determining
      the Security and its amount we may take into account our risk assessment, including your overall
      financial standing.

  18.    You will undertake, at your own expense, any further action (including executing any necessary documents and registering any form of
      documents) necessary to establish such Security as is reasonably required.

  19.    The Security will remain in place
      regardless of any termination of the Agreement for as long as there are residual or contingent Financial Liabilities.

  20.    We may at any time by notice require you to give Security or to enlarge the provided Security, in a form we will determine, in
      respect of all sums due at any time under the Agreement or any loss or damage that we may suffer
      under the Agreement (including any future Chargeback risk). You must comply with our request within
      the timescale specified in the notice.

  21.    We will have the right, at any
      time without notice, to offset any Financial Liabilities from the available Security provided to us
      or held by us in respect of any liabilities of yours.

  22.    We may set off, against any sums
      due from us (whether or not in connection with the Agreement) to you, any sums owed by you to us or
      which in our reasonable opinion are likely to fall due but remain unpaid by you.

  23.    If the obligations of the
      Parties under this Agreement are expressed in different currencies, we may convert either obligation for the purpose of any set-off and/or deduction.

  24.    For as long as the Merchant has
      unfulfilled obligations to us, the Merchant shall not be permitted to pledge, charge, mortgage,
      assign, transfer, encumber or otherwise create security over monies in any account of the Merchant with us.

  25.    Where you incur a negative
      balance, meaning that your Financial Liabilities exceed the Security, you will be obliged to pay us
      immediately upon our request or demand for such payment. Failure to do so is a breach of the Agreement.

  26.    We may at any time send
      reminders or take debt collection measures including, but not limited to, mandating a debt collecting agency or solicitors to pursue the claim in court.

  27.    We will charge you the expenses. reasonably incurred in connection with any debt collection or enforcement efforts.

      Rolling Reserve

  28.    The amount of the Rolling Reserve will be determined either as:
      (i) Up-Front Reserve – as an absolute amount; and/or
      (ii) Rolling Reserve – as a percentage of proceeds of Transactions, net of any amounts due to us.

  29.   The Reserve will be determined by us from time to time at our sole discretion.

  30.    Where a Reserve has not been established at the Effective Date, we will notify you of the imposition of a Reserve,
      its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of the Agreement.

      Guarantee

  31.    We may require the Security to be in the form of a guarantee in which case you will, upon request,
      procure such guarantee in our favour. The guarantee must be acceptable for us with regards to its
      issuer (Merchant`s owner(s) or affiliate(s), bank or other credit institution), form and amount.

      Settlement

  32.   We undertake to make settlements with you only in the currency which is set forth in the Pricing Schedule unless expressly otherwise agreed in writing.

  33.   The positive net balance between the Pay-in Transactions and the Pay-out Transactions will be settled to you and we shall initiate or procure the initiation of each payment by bank transfer to your Payment Account.

  34.   You undertake to open and maintain in your name a Payment Account throughout the term of the Agreement and for such period as may be required thereafter.

  35.   You need to provide us with the full and correct details of your Payment Account.

  36. I. f you change your Payment Account:

      1. by changing the financial institution or its branch – you must notify us in writing immediately and must forthwith irrevocably authorise payments to be transferred to the new Payment Account;

      2. with new one, that is held by another entity – then our pre-approval is required.

  37.   We will not be in default of our settlement obligations if our payment instructions, as specified by you, are not honoured by the financial institution(s) of which the settlement depends.

  38.   The parties will consider that we
      have acted with the due care if the payment instructions, as specified by you are promptly entered
      in the online platform of the financial institutions that serves Paywiser. If the payment
      instructions are not honoured, you undertake to provide us with new Payment Account, and we will at
      no time be liable to find an alternative solution for settling.

  39.    We are responsible for providing
      settlement of funds directly to your Payment Account. That is why we request the Payment Account to
      be held in your name. Any payment at your instruction to the Payment Account held in the name other
      than yours will constitute proper receipt of the funds by you of the sum due in relation to our
      liability under the Agreement.

  40.   The settlement period is agreed in Pricing Schedule. Settlement period canbe weekly, bi-weekly or monthly (recommended).

  41.   We may defer any payment if the amount due is less than the minimum payment threshold, which is 100,00 EUR. The payment will be deferred to the month, in which the threshold has been reached.

  42.    We, as well, may defer any payment due to the reason listed in section “Suspension of Services”.

  43.    You acknowledge that by paying the due sum to the designated Payment Account we duly perform our contractual undertakings under the
      Agreement and our liability for payment of this particular sum will be extinguished, discharged or
      reduced. If such payment is performed, you will lose your right to seek further monetary or other
      relief from us. This is without prejudice to the Limitation of liability clause.

  44.    We will submit a Settlement Statement to you, which will contain information on the amount paid and provide a specification of
      the invoice summary and transactions encompassed by the settlement.

      Statements, invoices and reports

  45.   We will prepare in .pdf format and send to you via e-mail a Settlement Statement on your activities in the relevant settlement period
      (hereinafter the “Settlement Statement”) generally in 3 Business days after the end of the
      settlement period. The Settlement Statement contains financial information that reflects your
      activity during the reporting period such as transactions Authorisation, Chargebacks,
      representments, Refunds, fees, release of Rolling Reserve, etc. You should keep a copy of the
      Settlement Statements for your records and future reference.

  46.    After the settlement was made, you must promptly examine the received Settlement Statement and immediately notify us in writing of any
      inaccuracies and inconsistencies in this document, but not later than 5 (five) days after the
      receipt of the Settlement Statement.

  47.   The notification under the
      previous article should be made in writing so that the details of the notification are clear and
      complete. The notification must include at least: (i) any unique identifying number, (ii) the
      amount of the asserted error (expressed in EUR or other applicable currency), (iii), a
      description of the asserted error; and (iv) an explanation of why you believe an error exists
      and the cause of it, if known. The notification should be addressed to [email protected].

  48.   You will be deemed to have accepted and confirmed the Settlement Statement if you do not notify us about any inaccuracies and
      inconsistencies within the agreed 5 (five) days term.

  49.   Any delay or failure to exercise your right to notification against the Settlement Statement, will constitute and be considered as a
      waiver of your rights of claim which arise out of, or relate to, the inaccuracies and
      inconsistencies in the Settlement Statement and preclude these rights further exercise.

  50.   Paywiser provides electronic
      invoices as standard. Printed invoices or statements can be requested (additional costs may be charged by Paywiser).

  51.   If the Merchant selects weekly
      or biweekly Settlement period, additional costs may be charged by Paywiser.

      Pricing

  52.   Paywiser shall be unilaterally entitled to raise the prices for its Services, with 3 (three) months prior notice. Said price increases shall only become effective for the Services rendered by Paywiser
      starting at the end of the notice period. The Merchant may, however, during the 3 (three) months notice period, cancel the Merchant Agreement with Paywiser for which the price
      increase is applicable by providing written notice to Paywiser per the end of the three month notice
      period.

  53.   For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Partner Banks or Scheme
      Owners for the use of their payment methods where such fees are not included in the fees charged by
      Paywiser (e.g. in case the Interchange Fee is increased by the relevant Scheme Owner or Partner Bank
      where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.

      Inflation

  54.   Paywiser shall be entitled to change its prices to adjust for inflation with as maximum last year’s published Inflation. Said price change may be applied by Paywiser only once annually and will be announced at least one month in advance.

      Safeguards of your funds

  55.   We safeguard your funds by applying the segregation method. These included:

      1. keeping your funds separate in our books/records – from the moment the funds are received;

      2. depositing them in
         safeguarding account(s), opened with authorised credit institution, separate from our own
         accounts. In case of insolvency of Paywiser your claims as a customer shall be paid from the
         asset pool formed from the funds in the safeguarding accounts. Only costs in respect of the
         costs of distributing the asset pool will be paid with priory to the customers claims.

• LIABILITY

  1.    Each Party’s liability to the other for fraud or for death or personal injury resulting from its negligence shall be unlimited.

  2.    Subject to Clause 9.1., the Service Provider’s aggregate liability to the Merchant under this Agreement shall be limited to
     all events occurring in any given year (which for these purposes means each period of a year
     starting with the Agreement commencement date and each succeeding anniversary of the commencement
     date), to an aggregate amount equal to the fees paid to the Company by the Service Provider during
     the said year (minus any costs, e.g. fees of the International Payment Systems).

     Our liability

  3.    We are liable to you for any losses directly caused by our negligence, our wilful default or our fraud.

  4.    We shall not be liable to the Merchant for any loss or damage to the extent that the Merchant contributed to that loss or damage
     by any action or omission (whether negligent or not) and the liability of the Merchant in that
     instance shall be determined in accordance with the principles of contributing negligence.

  5.    In no event shall our liability (including liability for negligence) arising out of the Agreement exceed the aggregate amount equal
     to the fees you paid to us under this Agreement during the six (6) month period immediately
     preceding the event which gave rise to the claim for damages (minus any costs).

  6.    Nothing in the Agreement will exclude or limit any duty or liability that:

     1. we may have to you under Regulatory Requirements; or

     2. Regulatory Requirements do not allow to be excluded or limited.

  7. We are not liable (including for negligence) for:

     1. for any losses due unavailability of our Service arising out of any action or omission of third parties, our
        liability in such instance shall be limited to using reasonable care in the selection,
        appointment and instruction of such third parties (but not of any third party such provider may use); or

     2. for any losses due to settlement delays caused by third parties; or

     3. for any losses arising out of any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid; or for

     4. any loss or damage of a type which was not reasonably foreseeable when this Agreement was concluded whether or not
        the possibility of that type of loss or damage was subsequently advised to or otherwise
        became known, or should have become known, to us after the date of this Agreement

     5. any losses that we could not reasonably have anticipated when you gave us an instruction; or

     6. if technical infrastructure which we or/and the Merchant uses is not functioning properly if such failure or disruption
        is due to abnormal and unforeseen circumstances beyond the Partner Bank’s or our control;

     7. loss of or corruption of data or information;

     8. costs relating to wasted managerial, operational or other time;

     9. loss of business, of production, of goodwill, of reputation, of opportunity, of bargain, of profit, of revenue, of anticipated savings or loss of margin;

     10. for any indirect or consequential loss or damage which may arise from or in connection with our performance, purported performance or failure to perform our obligations under this Agreement;

     11. costs of procurement of substitute products and/or services,

     12. claims made against you by third parties;

     13. any indirect, incidental, consequential, punitive or special damages arising out of the Agreement.

  8. We are not liable to you if we fail to take any action which in our opinion would breach any Regulatory Requirement or Standards.
     To the extent there is any conflict between the Agreement and our duties under any Regulatory
     Requirement or Standards, we will act in a way we reasonably consider necessary to comply with such
     Regulatory Requirement or Standards. We will not be treated as having breached the Agreement as a
     result.

  9. We will not be liable to the Merchant if we or Partner Bank execute a payment transaction in accordance with a unique identifier
     provided by the payer, but where the unique identifier provided was incorrect. Such transactions
     shall be deemed to be correctly executed by us or Partner Bank and shall not be construed as
     unexecuted or incorrectly executed payment transactions for which we or Partner Bank may have
     liability. However, we will make reasonable efforts to recover the funds involved in the payment
     transaction and the Merchant agrees that we may charge the Merchant for its actual costs in
     attempting any such recovery.

  10. Our liability to the Merchant for any unexecuted or incorrectly executed Transaction, Refunds or any
      unauthorized payment order shall be limited:

      • to the amount of the respective payment transaction plus an amount to restore the Merchant’s payment accounts
        to the state in which they would have been had the defective Transaction or Refunds not
        taken place plus any charges for which the Merchant is responsible and any interest which
        the Merchant must pay as a consequence of the non-execution or defective execution of the Transaction or Refunds; and

      • to those transactions where the Merchant notified us without undue delay on becoming aware of that unauthorized,
        unexecuted or incorrectly executed Transaction or Refunds in any event within thirteen (13)
        months of the date of the payment transaction. That thirteen 13 (thirteen) month period
        shall commence once we have made the Transaction Data and Refund information available to
        the Merchant in accordance with terms of this Agreement and no later than one month from the
        date of the Transaction or Refunds.

  11.    In addition to this clause, depending on which Services you choose, different liability provisions may apply for particular
      services, as set out in this Agreement.

      Merchant’s liability

  12. You shall exercise the degree of care and expertise expected of a responsible businessperson and
      shall be liable for and shall indemnify and hold us harmless from and against all expenses, costs,
      claims, obligations or any liability and all other damage or loss arising from any breach by you of
      your obligations under this Agreement and/or of applicable Regulatory Requirements and Standards.

  13. You are liable to us at all times for all acts, omissions, Cardholder disputes and other Cardholder customer service-related issues
      caused by you and financially liable to us for each Transaction processed on your behalf and for any disputed Transaction or credit.

  14. Nothing in the Agreement will exclude or limit any duty or liability that:

      1. You may have to us under Regulatory Requirements; or

      2. Regulatory Requirements do not allow to be excluded or limited.

         Fines scheme owners

  15. For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners
      (and in particular the Card Schemes) can levy significant Fines, as published by Card Schemes in
      their standards. The Scheme Owners do this to protect the Customers, Merchants and providers of the
      payment methods collectively against misuse, fraud, illegal activities, breach of applicable laws,
      reputational damage and excessive costs.

  16. Where Paywiser becomes aware of
      and/or received any notice of a potential exposure to a fine related to any Merchant behaviour,
      Merchant will on first request provide all reasonable co-operation to help investigate the relevant
      circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of
      Paywiser in such situation as per the Paywiser General Terms.

  17. If Fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Partner Bank to Paywiser
      as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and
      hold Paywiser harmless from any fines applied by the Scheme Owners as a result of Merchant’s breach
      of the terms of the Merchant Agreement and/or the Scheme Rules.

• INDEMNIFICATION
  General provisions

  1.    The parties agree, that when due, the indemnity shall cover any and all Financial Liabilities incurred by reason of any Action by a third
     party (party other than the Indemnified Party).

  2.    The party that is obliged to perform the indemnification will be referred to as Indemnifying Party and the party (its employees and
     Directors included) that is entitled to the indemnification will be referred to as Indemnified Party.

  3.    Merchant undertakes to:

     1. use reasonable efforts to notify Paywiser of such Action by a third party as early as possible and in writing;

     2. use reasonable efforts to mitigate the loss or amount of the Financial Liabilities;

     3. refrain from admitting any liability or settling any claim without the prior written consent of Paywiser;

     4. provide, at its own cost, reasonable cooperation in the defence or settlement of such claim

  4.    If a Merchant comprises of more than one person then the liability of such persons will be joint and several.

     Special provisions
     

  5.    Merchant shall indemnify and hold harmless Paywiser for and against any and all Financial Liabilities incurred by reason of any Action by a third party resulting from:

     1. an actual or alleged infringement of any third party Intellectual Property rights in connection with materials provided by the Indemnifying Party;

     2. any breach of representations and warranties provided under the Agreement.

  6.    Merchant shall indemnify Paywiser and hold us harmless against any and all Financial Liabilities which we may suffer or incur as a result of, directly or indirectly:

     1. your actions or omissions;

     2. actions or omissions by any person or entity acting on your behalf;

     3. any Action against us by third party provider(s) resulting from your use of their services;

     4. any Transactions between you and any Cardholder;

     5. any Data Security Event.

• PERSONAL DATA PROCESSING
  
  General provisions

  1. 1.    Having regard to the specific
        nature of Paywiser’s business activity, we are managing Personal Data as a result of the
        provision of our Services, obligations under the Regulatory Requirements (including AML/CTF
        regulations, Slovene Data Protection Act and Regulation (EU) 2016/679 of the European
        Parliament; GDPR) and Card Schemes Standards.

     2.    Both parties are obliged to protect all data they receive and to act in compliance with beforementioned legislation.
        Within the context of providing Services to you, we agree to abide by the provisions of the
        respectively applicable data protection legislation. You shall ensure your contractual and
        legal obligations relating to data protection are met.

     3.    You shall ensure your contractual and legal obligations relating to data protection are met. You affirm that you
        are now and will continue to be compliant with all applicable laws governing the privacy,
        protection, and your use of data that you provide to us or access through your use of the
        Services and will provide evidence of your compliance to us upon our request. If you do not
        provide evidence of such compliance to our satisfaction, we may suspend out business
        relationship or terminate this Agreement.

     4.    You also affirm that you have obtained all necessary rights and consents under applicable laws to disclose to us – or
        allow Paywiser to collect, use, retain, and disclose – any Personal Data that you provide to us or
        authorise us to collect, including data that we may collect directly from Customers using
        cookies or other similar means, and will provide evidence of your compliance to us upon our
        request. If you do not provide evidence of such compliance to our satisfaction, we may suspend
        your account or terminate this Agreement.

     5.    For the purposes of defining data protection obligations of the Parties arising out of this Agreement, the Parties
        recognise that in relation to any Personal Data kept and processed pursuant to this Agreement, Merchant
        shall be deemed as data controller and Paywiser shall be deemed as the data processor in
        relation to Personal Data processed on your behalf under this Agreement, except that
        Paywiser will be a data controller in relation to Personal Data where we determine the purposes and
        manner in which the Personal Data is processed (including, for example, in complying with any
        regulations or laws imposed upon us through Standards or by payment method providers or
        payment method acquirers).

     6.    In accordance with personal
        data protection legislation, the Parties are obliged to enter into a Data Processing
        Agreement (DPA) which shall cover processing of Personal Data in relation to the Services under this
        Agreement, where Paywiser process Personal Data as a processor. Data Protection Agreement is
        annexed to and forms an integral part of this Agreement (“Data Processing
        Agreement”-Appendix). In the event that you do not sign such agreement with us, our cooperation as set out in
        these General Terms will not be possible.

     7.    You are solely responsible for disclosing to Customers and to inform them that:

        1. Paywiser processes Transactions (including payment Transactions) for you and may receive Personal Data from you;

        2. Paywiser processes customer Personal Data within the framework of the performance of its Services;

        3. Paywiser is granted with the Electronic Money Institution License (EMI) from the Bank of Slovenia and that in the scope of its Services Paywiser can engage also other service providers and partners, to whom it may transfer also Customer’s (Data Subject’s) Personal Data, all in compliance with the GDPR and other applicable legislation;

        4. when required by the law or Standards and requested to do so by the Customer, Paywiser may delete or disconnect Customer Personal Data from the Dashboard Account;

        5. that payment data of Customers may be transferred, processed and stored outside Slovenia and EEA and may be
           subject to disclosures as required by applicable legislation and it is your obligation to obtain from your Customers necessary consents;

        6. in case of the data breach caused by an unauthorised acquisition, disclosure or loss of Customer’s Personal Data, as well as about

           potential security measures to mitigate negative impact on the Customer;

        7. about their data subject rights as described in Articles 12 to 22 of the GDPR, such as receiving
           information about processing of their Personal Data, request to access, correction,
           deletion or portability of their Personal Data and objection to processing including
           objecting to processing for direct marketing purposes, which includes profiling to
           the extent that it is related to such direct marketing.

     8.    You will protect all data you
        receive through the Services, and you may not disclose or distribute any such data, and you
        will only use such data in conjunction with the Services and as permitted by this Agreement or by
        other agreements between you and us. Neither party may use any Personal Data to market to
        Customers unless it has received the express consent from a specific Customer to do so. You
        may not disclose Payment Data to others except in connection with processing transactions
        requested by Customers and consistent with applicable laws and Standards.

     9.    We will maintain
        commercially reasonable administrative, technical, and physical procedures to protect user data and
        Personal Data stored in our servers from unauthorised access, accidental loss, modification, or breach,
        and we will comply with applicable laws and Standards when we handle user and Personal Data.
        However, no security system is impenetrable and we cannot guarantee that unauthorised
        parties will never be able to defeat our security measures or misuse any data in our possession. You
        provide user data and Personal Data to Paywiser with the understanding that any security
        measures we provide may not be appropriate or adequate for your business, and you agree to
        implement proper security controls.

     10. For the purpose of handling
         of data subjects requests regarding Personal Data processing we have designated a data
         protection officer (DPO). The latter should be addressed to [email protected].

     11. We have described all our Personal
         Data processing activities (according to the Article 12 of GDPR) in a form of the
         Privacy Policy that is published on www.paywiser.com.

• COMMUNICATION
  Language

  1. 1.    The Agreement is supplied in English, and all communication between you and us will be in
        English, unless otherwise agreed by both Parties.

     2.    If we provide you with a
        translation of the Agreement or any communication for convenience, the English language
        version
        will be the only legally binding version and will prevail in case of any inconsistency.

        Communication delivered to you

     3.    You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your use of our Services.

     4.    We will provide these Communications to you:

        1. by posting them on our website, if they are intended to all our clients; or by emailing them to you at the email address listed by you in Initial Merchant Questionnaire, if they are intended only for you.

     5.    If you withdraw your consent to receive Communications electronically, we may either terminate your Agreement or charge you additional fees for paper copies.

     6.    If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously
        sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above.

     7.    You can request an Agreement and general information about the Agreement on a paper copy or on another sustainable data
        carrier at any time by email.

     8. We will send your paper copy to you by postal mail. In order for us to send you paper copies, you must have current postal address.

        Contact details
        

     9.    The address to which we will send any electronic correspondence is the email address of the person you designated as
        contact person in the Initial Merchant Questionnaire. For any correspondence that needs to be provided
        on paper your registered office address will be used as postal address. You can update your
        email address or provide other address as postal address at any time by informing your account manager.

     10. It is your responsibility to keep your email and postal address up to date so that we can communicate with you.

     11. You understand and agree that if we send you an electronic Communication, but you do not receive it because your email
         address on file is incorrect, out of date, blocked by your Third-Party Service Provider(s), or you
         are otherwise unable to receive electronic Communications, we will be deemed to have provided
         the Communication to you.

     12. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address
         book, you must add us to your email address book so that you will be able to receive the Communications we send to you.

         Technical requirement

     13. In order to access and retain electronic Communications, you will need:

         1. a computer with an Internet connection;

         2. sufficient storage space to save past Communications or an installed printer to print them;

         3. a valid email address (your email address);

         4. a current web browser with cookies enabled.

            
            Communication delivered to us

     14. Communications to us made in connection with the Agreement must be sent:

         1. via e-mail [email protected] or to the e-mail address of your account manager;

         2. by postal mail to Bravničarjeva ulica 13, 1000 Ljubljana – in all cases when hardcopies of documents are required.

     15. You can also use our contact form provided in contacts

• REPRESENTATIONS AND WARRANTIESMutual representations and warranties

  1. 1. Each Party represents and warrants to the other Party that:

        1. it is duly organised, validly existing and in good standing under the laws of its country of incorporation;

        2. it has and will maintain all required rights, powers and authorisations to enter into the Agreement and to fulfil its obligations;

        3. to the best of it´s knowledge there are no legal actions or regulatory investigations pending or threatened
           against its company that might affect its ability to perform its obligations under the Agreement;

        4. it will perform its obligations with reasonable skill and care;

        5. it has in place and will maintain adequate facilities to comply with its obligations under the applicable Regulatory Requirements, Standards and the Agreement, including data protection and confidentiality obligations;

        6. it owns or has the right to use and sub-licence any Intellectual Property which it uses or licences for use to the other party.

           Our representations and warranties

     2.    Except as specifically
        provided by the Agreement, we make no other warranty, guarantee or undertaking, express or
        implied, regarding the performance of the Services, and nothing contained in the Agreement
        will constitute such a warranty.

     3.    You expressly agree and
        acknowledge that all other conditions, terms, undertakings and warranties, express or
        implied, or statutory in respect of the services (including but not limited to quality, performance,
        suitability or fitness for a particular purpose) are hereby executed to the maximum extent
        permitted by the Regulatory Requirements.

     4.    We do not make or give,
        and hereby expressly disclaim, all warranties, representations, or conditions of
        merchantability, merchantable quality, or fitness for any purpose, particular, specific, or otherwise, or any
        warranty of title or non-infringement, for any of the products, processing, services,
        specifications, software, hardware, or firmware created or supplied by us, or referenced in
        the Agreement.

        Your representations and warranties

     5.    You represent and warrant that you will:

        1. maintain your legal entity active and solvent within the duration of the Agreement and at least 6 (six) months after its termination;

        2. have at all times all required licences and authorisations in place to engage in the advertising and conduct of your business;

        3. have and maintain at least 1 (one) director;

        4. have and maintain at least 1 (one) director who is domiciled in the place of your incorporation and registered address;

        5. operate your business in compliance with the applicable Regulatory Requirements and Standards, including:

           1. use the Services to process only Transactions that are legal, valid, genuine (non-fraudulent)
              and duly authorised by your Customers;

           2. use the Services to receive payments for products and/or services offered by you and not by third parties;

           3. use the Services to receive only the total sale price of the products and/or services offered
              by you and not to collect from your Customers any fines, penalties, damages, non-disclosed fees, charges, etc.;

           4. not use the Services to provide your Customers with cash, travellers` checks, cash equivalents, or other negotiable instruments;

           5. not be engaged in sale or exchange of information (Account Data, Transaction Data, Personal Data).

     6.    You represent and warrant that:

        1. carrying out the terms of the Agreement will not cause you to break any other enforceable agreements which you are a party to;

        2. all information provided in connection with the Agreement is true, accurate and complete.

• CHANGES

  1. You are responsible for keeping up to date with the notices and news on our website.

  2. The Merchant undertakes to inform
     us in writing immediately, but not later than within 3 (three) Business Days, of all changes in the
     information specified in this Agreement, its appendices, documents submitted to us (e.g., changes in
     personal or contact details, residency or tax residency, loss or theft or other reason for change of
     an identity document, changes of PCI DSS compliance status, you make an assignment for the benefit
     of creditors, you seek bankruptcy protection or similar protection…) or any other information given
     by the Merchant to us prior to entering this Agreement and also during the validity of the this
     Agreement. This notification obligation applies even if the above changes have been made public
     (e.g., registered in a public register or published through the mass media). If you fail to fulfil
     the notification obligation, we are entitled to assume the correctness of the data at our disposal,
     unless otherwise prescribed in the jurisdiction of your residency.

  3. We may update or amend the General Terms at any time for any reason. Any changes will be communicated to you via e-mail sent to your
     e-mail address in reasonable time.

  4. Any proposed changes to the existing terms of the General Terms will be communicated to you no later than 2 (two) months before
     the date on which they are to take effect.

  5. Changes of the Agreement that do not require prior notice and shall come into effect immediately, if so stated in our change notice to you, are:

     1. changes that make the Agreement more favourable to you or that have no effect on your rights;

     2. changes that are necessary in order for us to comply with Regulatory Requirements or Standards;

     3. changes to our charges;

     4. changes to the currency exchange rates.

     5. changes of the interest rate as defined in clause 8.7, which are based on the change in base lending rate in Slovenia.

  6. We may change the Agreement to make it more favourable to you by upgrading or enhancing the Services we provide to you if there are no
     increased costs to you.

  7. We may also change any of the other terms of the Agreement, if the change will have no effect on your rights for any of the following reasons:

     1. where we reasonably consider that:
        |(i) the change would make the terms easier to understand or fairer to you; or
        (ii) the change would not be to your disadvantage;

     2. to cover:
        (i) the improvement of any Service or facility we supply;
        (ii) the introduction of a new Service or facility;
        (iii) the replacement of an existing Service or facility with a new one; or
        (iv) the withdrawal of a Service or facility which has become obsolete, or has not been used by you at any time;

     3. to enable us to make reasonable changes to the way we provide services as a result of changes in: (i) the
        banking, investment or financial system; (ii) technology; or (iii) the systems we use to run
        our business; or

  8. We may change our charges or introduce a new charge:

     1. if we provide new service or facility in connection with Services;

     2. if there is a change in (or we reasonably expect that there will be a change in): (i) the costs we incur in carrying out
        the activity for which the charge is or will be made; (ii) the Card Schemes fees, charges,
        assessments and the like or (iii) Regulatory Requirements;

     3. for other valid reasons which are not set out in this clause.

  9. Any change or new charge will be a fair proportion, as reasonably estimated by us, of the impact of the underlying change on the costs
     we incur by providing you Service(s). The exchange rate used to convert foreign currency payments
     will be:

     1. any fixed rate we have agreed with you; or

     2. (if no fixed rate is agreed) the exchange rate that we have informed you about.

  10. No provision of the Agreement will be deemed waived, altered, modified or amended unless:

      1. the Agreement provides otherwise; or

      2. we otherwise agree with you in writing.

  11. The up-to-date version of these General Terms will always be available to you upon request either in paper form or on any other permanent media.

  12. The Agreement is not effective and may not be modified in any respect without Paywiser’s express written consent.

  13. If the Merchant does not agree with the changes to the General Terms and/or the Annexes, it may withdraw from the Agreement without
      any period of notice and without payment of any compensation. The withdrawal shall be made by the
      Merchant no later than the day before the date on which the changes come into force.

      If the Merchant does not notify Paywiser within this period that they do not agree to the changes, the Merchant
      shall be deemed to have accepted the changes. In the event that the Merchant refuses the proposed
      amendments and does not terminate the Agreement, the Agreement shall be deemed to have been
      terminated on the expiry of the last day before the amendments come into force.

• TERMS, SUSPENSION AND TERMINATIONTerm

  1. The Agreement is effective as of the date on which it is confirmed by the duly authorised representatives of both parties in
     AdobeSign (hereinafter referred to as “Effective Date”) unless otherwise agreed. Upon conclusion,
     the parties shall receive the mutually confirmed Agreement by e-mail. To approve an AdobeSign
     Contract, the Merchant will be provided with the AdobeSign User Guide.

  2. The Agreement enters into force on the Effective Date and will remain in force until terminated by either Party as specified in this
     General Terms.

  3. Each Party confirms that it has obtained all necessary authorisations permitting it to sign and execute this Agreement and that it
     is not bound by any previous agreements that would prohibit the execution of this Agreement.

  4. The Merchant may terminate the Agreement at any time by giving us 1 (one) month written notice.

  5. We may unilaterally terminate the Agreement with you at any time for any reason by giving you 2 (two) months written notice.

  6. We have the right to suspend or limit the Services under this Agreement and/or to terminate the Agreement with you immediately
     without giving notice if we reasonably believe that you:

     1. fail to comply with
        Regulatory Requirements, applicable laws, technical requirements, Rules of International
        Payment Systems and Standards including its amendments, including you breach or attempt to
        breach, or we reasonably believe that you have breached or are attempting to breach any
        provisions set forth in the Standards regarding:

        1. fraud thresholds;

        2. Chargeback thresholds;

        3. deposition of illegal or prohibited transactions;

        4. participation in
           fraudulent activities or other prohibited activities, such as money laundering or
           financing terrorism;

        5. participation in
           any
           other activities that may result in undue economic hardship or damage to the
           goodwill of the Payment System(s);

        6. fail to provide us the Action plan as described in Clause 7.45. and 7.46.;

        7. fail to validate your compliance with PCI DSS.

     2. have breached any terms of the Agreement;

     3. are affected by any changes to: (i) your business, including any change of control or constitution; (ii)
        business model; (iii) the products and/or services you provide; (iv) your Payment Account,
        including when it ceases to be acceptable to the financial institutions we work with; (v)
        Regulatory Requirements or Standards which you are subject to, including but not limited to,
        changes to or the revocation of the licences required for your business; (vi) your credit
        and/or financial standing, including your insolvency, liquidation, winding up, bankruptcy,
        administration, receivership or dissolution, or where we reasonably consider that there is a
        threat of the same in relation to you; (vii) where anything occurs which in our opinion
        suggests that you will be unable to provide your products and/or services and/or otherwise
        fulfil the contacts that you have with your Customers or you have with us, such as significant volume drop or cease of processing;

     4. are behaving in a manner that makes it inappropriate for us to provide you the Services, including;

     5. encountered a change in your risk profile in accordance with the Standards or your actions are in any other way non-compliant with our risk policy and internal rules;

     6. fail to comply with a request from us to increase the amount of Rolling Reserve within the timeframe specified by us, acting reasonably;

     7. you will fail to make payments in the ordinary course of business because of your credit and/or financial status
        or other events connected to your financial status that we would consider as threat for non-payment, compliance risks ect.;

     8. there is a considerable worsening of the Merchant`s financial position or in the value of any security provided by
        the Merchant, or there is a threat of such worsening which calls into question the Merchant`s ability to satisfy its obligations under this Agreement;

     9. you fail, within any period of time set by us, acting reasonably, to remedy any period of non-compliance with
        this Agreement and/or any Merchant Acquiring Agreement and/or any Tripartite Agreement;

     10. for security reasons – when we believe it is necessary or desirable to protect the security of Account Data,
         Transaction Data, Personal Data or your Dashboard Account including (but not limited to)
         when we suspect that there has been a systemic loss, theft, misappropriation or unauthorised
         use of Gateway PINs;

     11. In the event that we find
         that the Merchant is engaged in any of the activities listed on our Prohibited risk
         businesses list: (i) unofficial charity, (ii) cryptocurrency mining, (iii) political
         organizations, (iv) pornography, (v) prescription drugs, (vi) religious organizations, (vii)
         replicas, (viii) arms trade and defence, (ix) MLM (attracting new members basis).

     12. we are otherwise entitled to do so under this Agreement.

  7. We may unilaterally terminate
     the Agreement with you immediately and without giving notice if we are required to do so in order to
     comply with changes in the Regulatory Requirements or when we are required to do so by, our Partner
     Bank or instruction from a competent regulatory body.

  8. We shall have absolute discretion following a suspension as to when and if we will resume Services, taking into account the available information and recommendations.

     Termination upon Card Scheme`s request

  9. Upon Card Scheme`s request, immediately and without giving you any notice, the Agreement with you will be terminated for
     activity performed by you that may result in undue economic hardship or damage of the goodwill of
     the Payment Systems.

     Consequences of the termination

  10. When the Agreement terminates, you will:

      1. cease using our Services;

      2. cease all use of the Card Schemes` systems;

      3. cease any use or display our mark and the marks of the Card Schemes;

      4. continue to be responsible for any financial or other obligations incurred as a result of your actions or omissions
         before the termination of the Agreement;

      5. promptly pay any outstanding and unpaid invoices, if any, due for our Services whether the invoice was submitted before
         or after the termination of the Agreement;

      6. not be entitled to a refund of any fees and/or charges previously paid to us except for the fees and charges paid before
         the termination of the Agreement for the Services not yet executed (fees will be
         refunded/charged proportionally);

      7. continue to comply with all confidentiality provisions as specified in the Agreement.

  11. In case of termination due to
      bankruptcy, insolvency, or other suspension of business operations, you undertake not to sell,
      transfer, or disclose any materials that contain Sensitive Payment Data to any other entity. You
      must return this information to us or provide acceptable proof of secure destruction of this
      information immediately after termination.

  12. Termination of this Agreement
      leads to termination of the Card Payment Services Agreement. If the Agreement is terminated before
      the expiration of the term of the Card Payment Services Agreement, the implications arising out of
      the surrender start to occur, including you will be liable to pay all charges set out in it.

  13. If the Agreement is terminated by us, we may notify the Card Schemes and/or credit references agencies of the termination and the
      reasons for such termination.

  14. If the Agreement is terminated by us or upon Card Scheme`s request, you may be listed on Visa Merchant Alert Service (VMAS) and/or
      MasterCard Member Alert to Control High-risk Merchants (MATCH).

  15. When the Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential
      Information belonging to the other Party in its possession or control.

  16. The termination of the Agreement neither affects the accrued rights, remedies and obligations or liabilities of the Parties existing
      at termination, nor will it affect the continuation in force of any provision of the Agreement that
      is expressly or by implication intended to continue in force after termination.

  17. Where fees for the Services are levied on a regular basis, such fees will be apportioned up until the time of the termination of the
      Agreement and any fees paid in advance will be reimbursed proportionally.

  18. Upon termination, we will withhold
      up to 100 % of the residual positive net balance for a period of 180 days. This period may be
      extended up to 18 (eighteen) months (540 days) from the date of the last Transaction. Where a
      Guarantee is provided, we may release the residual positive net balance before the expiration of
      this period.

      Account freezing

  19. We may defer any amount due to you where we reasonably believe that Transactions or related activities may be fraudulent or involve
      other criminal activity until the satisfactory completion of our investigation and/or that of any
      other financial institution, regulatory authority or Card Scheme.

• RESOLUTION OF
  DISPUTES

  1. Any disputes or complaints related to the provision of services in accordance with these General Terms will be
     resolved by the Merchant and Paywiser consensually in accordance with the Rules on the internal
     appeal procedure and out-of-court dispute resolution in force at any time, which the user can view
     on the website banks https://paywiser.com/

  2. The user can submit a complaint regarding the Paywiser’s service to us by e-mail, by post on the address PAYWISER d.o.o., OE
     Reklamacije, Bravničarjeva ulica 13, 1000 Ljubljana, Slovenija or in accordance with the applicable
     Rules on the internal appeal procedure and out-of-court dispute resolution.

  3. Paywiser must respond to the Merchant’s complaint: in the first instance within 8 days and in the second
     instance within 15 days.

  4. Paywiser sends the decision on the
     appeal to the Merchant in writing to the e-mail or by post to the address from which the complaint was sent.

  5. If you are dissatisfied with the manner in which your complaint has been handled or you consider that your concerns have not been
     fully addressed, you have the right to refer the matter to an external dispute resolution body or
     alternative ADR dispute resolution procedure (ADR) as described in Rules on the internal appeal
     procedure and out-of-court dispute resolution.

  6. The Merchant can also file a complaint to the Bank of Slovenia regarding alleged violations of the Payment Services, Services for
     Issuing Electronic Money and Payment Systems Act.

  7. If the Merchant and Paywiser fail to resolve any disputes arising on the basis of these General Terms, the court in the place where
     Paywiser has its registered office shall have the jurisdiction. Notwithstanding the foregoing,
     Paywiser may, at its option, also initiate appropriate legal proceedings before any other court of local jurisdiction.

• MISCELLANEOUS
  Confidential information

  1. In the course of fulfilling their
     obligations under the Agreement, the parties may have access to information that is commercially
     valuable and not generally known and that, if disclosed, could reasonably be expected to affect
     either Party’s business adversely (“Confidential Information”). Confidential Information includes
     all information relating to the Merchant or Paywiser and any other information which is not
     expressly designated as confidential but should reasonably be deemed confidential by reason of its
     nature or content. Each party undertakes to take all necessary steps to protect the confidential
     nature of all Confidential Information of the other party, agreeing, in particular:

     1. to share Confidential
        Information solely with personnel and representatives of the parties which need access to
        such information in order to exercise rights and obligations under the Merchant Agreement; and

     2. to refrain from making any
        Confidential Information available to any third party without the prior written consent of
        the other party except for Paywiser where necessary to perform the Services.

  2. The Parties agree to cause their
     Directors, employees and other representatives to hold in strict confidence all Confidential
     Information obtained from each other and/or their Directors, employees, and representatives, and not
     to use, disclose, or permit any third party access to such Confidential Information for any other
     purpose then to fulfil their obligations.

  3. Each Party shall treat Confidential Information as strictly confidential and neither Party shall disclose Confidential
     Information without the written consent of the other Party, except as permitted in this Agreement or
     as may be agreed between the Parties from time to time.

  4. For the purpose of performance
     of the Agreement or for the recovery of claims arising under the Agreement, Merchant expressly and
     irrevocably authorises Paywiser to make enquiries with the competent persons of the Merchant’s
     registered office, assets and any other information, necessary for the performance of the contract
     and the possible recovery of the debt.

  5. Notwithstanding anything in the
     Agreement to the contrary, neither party has any duty of non-disclosure with respect to Confidential Information that:

     1. was in the possession or already known to that Party without an obligation to keep it confidential, before the information was disclosed,

     2. that is publicly available at the time of disclosure or that becomes publicly available after disclosure other than
        through breach of the Agreement or other wrongful act;

     3. is disclosed by either Party with mutual written approval;

     4. is disclosed to either
        Party by a third party who is not in breach of their own obligation of confidentiality;

     5. either Party develops independently other than through breach of the Agreement; or

     6. is required to be disclosed under Regulatory Requirements; further, we may disclose Confidential Information when
        requested by law enforcement, by any court, regulatory authorities or under the Standards;

     7. In order to disclose Transaction Data and information about Refunds and Chargebacks to the Data Centre and/or the International Payment Systems;

     8. if the disclosure is to its professional advisers acting under a duty of confidentiality in relation to that Confidential Information.

  6. We and Partner Bank are entitled
     to disclose Confidential Information about the Merchant to the International Payment Systems in
     accordance with the Rules of the International Payment Systems.

  7. We will transfer data to any
     entity who you authorise us to share information about the Account with, provided they are listed as
     a suitably authorised entity at the time of your request. We will rely upon your instructions to the
     third party to access account information from us, as evidence of your consent to share your data.

  8. This “Confidential information” Clause will survive the termination of the Agreement for whatever reason and will continue for as
     long as the either party remains in possession of Confidential Information.

     Publicity

  9. During the term of this Agreement you may issue public announcements about us as your Service provider and we may publicly announce
     you as our Merchant. Upon the termination of this Agreement, you and Paywiser will remove any public
     references to this Agreement from our respective websites.

     Intellectual property
     

  10. Paywiser exclusively owns all
      intellectual property rights embodied in or in connection with our Services or any documentation
      communicated by us to you, including but not limited to any title, interest in the patents,
      copyrights, trademarks or service marks, logos and designs, moral rights, trade secrets, rights of
      publicity and other (collectively, “Paywiser Intellectual Property”) or any copies thereof. Any
      rights in Paywiser Intellectual Property not expressly granted to you in this Agreement are
      reserved. Any use of Paywiser Intellectual Property is subject to prior written approval by us.

  11. Any complaints, comments or
      ideas about possible improvements to our Services, you submitted to us, will be presumed to be a voluntary
      submission, unsolicited by us. We are free to use such information or idea without any attribution
      or compensation to you and we have no fiduciary or any other obligation to you in connection with
      what you have submitted to us.

  12. The Merchant agrees that its
      name and standard logo (as published by the Merchant) may be included by Paywiser on the Paywiser client
      list on its website and in its sales materials. Paywiser shall be entitled to use said list freely
      in its commercial efforts. Any other use of Merchant’s name, logo or information shall only occur
      with Merchant’s prior written approval which Merchant may withhold in its discretion.

  13. The Merchant may on its website in the section “frequently asked questions”, or in a similar informational section on
      its website, refer to Paywiser as its payment service provider, explaining that this is the reason
      why the name Paywiser may appear on bank statements of the customer. Merchant may also include an internet link to the website of Paywiser in such context.

  14. We reserve the right at any time and in our sole discretion to require you to suspend copying, making use of and displaying our Intellectual Property.

      No waiver

  15. Our failure to insist on you strictly complying with the Agreement or any failure or delay on our part to exercise any right or
      remedy under the Agreement will not amount to a waiver of our rights under the Agreement.

      Assignment

  16. You may transfer or assign any of your rights or obligations under the Agreement only with our prior written consent. If we consent to
      the assignment, the assignee must agree to accept all of your rights and obligations owed by you
      related to the assignment and shall agree to comply with the terms of this Agreement.

  17. We may transfer any of our rights and obligations under the Agreement (including but not limited to activity in technical acceptance
      of the Cards, processing of Transactions, transmission of the Transaction Data, installation and
      servicing of Gateway Software) to another entity without your consent. You agree that you will
      promptly complete all documents that we reasonably require in order to make a transfer effective. We
      may also sub-contract any of our obligations under the Agreement to another person or entity without your prior consent.

  18. If we propose to transfer a substantial part of our assets to another company, we may also transfer all of our rights, powers, duties and obligations under or in connection with the Agreement without your consent.

      Delegation

  19. We may delegate any of our functions and responsibilities under the Agreement to another entity if we reasonably
      believe that such entity can perform those functions and responsibilities in accordance with applicable regulatory requirements and Standards.

      Severability

  20. Each provision of the Agreement may be considered separately.

  21. If any provision of the Agreement or any part thereof becomes illegal, invalid or unenforceable, that provision shall be deemed not to be in the Agreement.

  22. The latter shall not affect the legality, validity, enforceability and reasonableness of the remainder of the Agreement, which shall remain in full force and effect.

      Third party rights
      

  23. No other person shall have any rights to enforce the conditions of the Agreement under or by virtue of the Contracts (Rights of Third Parties), except for any of our Affiliates.

      Relationship of the parties

  24. The parties are independent contractors under the Agreement, and nothing herein will be construed to create a partnership, joint
      venture, agency relationship between us, or any other relationship other than described in these Terms. Neither party has authority to enter into agreements of any kind on behalf of the other and neither party will represent that you or we have such an ability.

      Tripartite agreement
      

  25. By agreeing to these General Terms you confirm that you understand the nature of Paywiser’s status as Payment Facilitator and our
      Partner Bank and understand that in the event of you reaching one of the following conditions:

      1. Annual Transaction volume exceeds the thresholds set by the relevant International Payment System (USD 1(one) million
         for VISA, USD 1 (one) million for MasterCard) in cases where Paywiser does not act as a Staged Digital Wallet Operator; or

      2. When the Parties make such arrangement,

  26. The Merchant will establish a direct contractual relationship with the Partner Bank. The conclusion of new tripartite agreement between
      the Partner Bank, Paywiser and Merchant terminates this Agreement. You shall notify us immediately if circumstances under paragraph (a) of this clause arise.

      Force Majeure

  27. Neither party shall be liable for delay or failure in the performance of any of its obligations under this Agreement if and to the
      extent such delay or failure is due to circumstances beyond the reasonable control of such party,
      including, but not limited to, epidemic or pandemic, lockdown, non-performance caused by
      telecommunications, our vendors or suppliers, utility failures, fires, floods, explosions,
      accidents, acts of God, war, riot, strike, lockout or other concerted acts of workers, acts of
      government (“Force Majeure Event”); provided, however, that the party claiming that a Force Majeure
      Event:

      1. has affected its performance shall give notice to the other party within three (3) days of becoming aware of
         the occurrence of Force Majeure Event, giving evidence of the existence of that Event of
         Force Majeure and its impact on that Party’s ability to perform.;

      2. could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the
         matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not;

      3. has used all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its
         obligations under this Agreement in any way that is reasonably practicable and to resume the
         performance of its obligations as soon as reasonably possible.

  28. If a Party fails to give timely notice under previous clause, that Party shall be liable to the other Party for any damages caused to the other Party by the absence of, or delay in, the notification.

  29. Should economic conditions significantly change as compared with those prevailing at the time of signature of the contract, the
      parties shall negotiate any necessary adaptation of this Agreement taking the given situation into account.

  30. The Party whose performance is impeded by an Event of Force Majeure shall be excused from performing to the extent that its
      obligations were directly influenced by the Event of Force Majeure and the other Party shall not be
      obliged to pay for services under this Agreement which are not delivered; all obligations which are
      unaffected by that Event of Force Majeure shall continue to be subject to proper performance in
      accordance with this Agreement.

  31. A Party whose performance is impeded by an Event of Force Majeure shall take all reasonable measures to eliminate that Event of Force Majeure and its consequences.

  32. If an Event of Force Majeure or its consequences last for more than 20 (twenty) calendar days, the Parties shall cooperate with the aim
      of amending those provisions in this Agreement which were affected by that Event of Force Majeure.
      If such written agreement is not reached within the next following 5 (five) calendar days, any Party
      may give 5 (five) calendar days’ notice in writing to the other unilaterally suspending its
      performance under this Agreement.

      Entire agreement

  33. The Agreement (including any annexes) and its appendixes constitutes the entire agreement between you and Paywiser in respect of
      its subject matter and supersedes and invalidates all other prior representations, arrangements,
      understandings and agreements relating to the same subject matter.

  34. Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, warranty or
      understanding other than those expressly set out in the Agreement.

These General Terms apply from 9.9.2022.

Paywiser d.o.o.

Bravničarjeva ulica 13

1000 Ljubljana www.paywiser.com [email protected]

FAQ

Who is Paywiser?

Paywiser is a payment service provider,
with the help of partner bank with which we can offer you and your customers the option of paying for products and
services through your online store. The onboarding process is safe, fast and easy.

Who is Decta?

Decta is a partner bank in cooperation with Paywiser.

When your customers submits their payment card details,
the partner bank initiates a request to authorize the payment, which goes to the customer’s bank via the networks of
the credit and debit card schemes. When the transaction is authorized, the partner bank retrieves the funds. If it’s
not authorized, the partner bank will inform you why.

This is why merchants work with payment service
providers and the partner bank to process payments for them in exchange for a fee.

Why does Paywiser need my personal information?

Because Paywiser is offering a financial services, it is
legally required to process so called ‘Know Your Customer’ (KYC) information for the verification of its clients
according to applicable laws and regulations of Anti-Money Laundering and Anti-Terrorist Financing Act. That also
includes merchants.

What is KYC/KYB?

Know Your Customer, alternatively known as “Know Your
Client” or simply KYC, is the process of a business verifying the identity of its clients and assessing their
suitability, along with the potential risks of illegal intentions towards the business relationship.

For the purposes of using the Paywiser system, this
process involves providing of several documentation:

• scan of a personal document (passport or identity card from both sides), which is clearly visible (clear image), in colour and valid,

• proof of Address or “utility bill” (water, electricity, gas, etc.).

The KYC procedure is a prerequisite for us to prepare
for you a correct offer and later a contract. The KYC procedure must be carried out for the directors and
shareholders who owns of at least 10% of the company.

How do I become a Paywiser´s client?

If you want to become our client, you can contact us via email [email protected] or via the website
www.paywiser.com and we will guide you through the whole process.

Which platforms does Paywiser support (Woocommerce, Magento…)?

Currently, we’re supporting the Woocommerce, Magento,
OpenCart and PHP platforms.

Is Paywiser safe? Do you have any certificates?

Paywiser meets the highest standard of security and
stability. We’re a PCI DSS Level 1 Service

Provider, with PCI DSS compliance.

PCI DSS means Payment Card Industry Data Security
Standard (PCI DSS) which sets the standards that we and the merchant have to follow. This helps you protect
cardholder details, reduce fraud, and minimize the chances of a data breach resulting from malicious attacks.
Complying with the requirements helps you maintain your customer’s trust.

I am not satisfied with your services or I need more help, to who can I turn to?

In case you need help or you are not satisfied with our services, please contact us at

[email protected] and we’ll look into your issue immediately. We are
always ready to help our clients to do a better business.

Reports and Pay-outs

What kind of reports are available and where do I find
them?

Paywiser provide merchants with detailed reports
regarding their transactions, traffic and settlements, which are available for export in the Paywiser Payment
Gateway dashboard.

I did not get my pay-out, why?

If the merchant didn’t receive their pay-out to its
expected date, there can be several reasons. This might be related to the partner bank processing time. Banks can
add extra days, including weekends and bank holidays. Once the partner bank has finished processing your pay-out,
they will deposit the funds into merchant’s account automatically.

Transactions

What is a Chargeback?

A chargeback is the return of card
funds used to make a purchase to the buyer. A chargeback can occur if a buyer disputes a purchase made using their
card, claiming that it was fraudulent or made without their knowledge or permission. When a buyer disputes a
purchase, the card company

involved reverses the charge, reimbursing the buyer in
full and debiting the business’ account.

What is 3D Secure?

3D Secure (3DS) is an extra layer of protection and
requires customers to complete an additional verification step with the card issuer when paying. Typically, you
direct the customer to an

authentication page on their bank’s website, and they
must pass a challenge (e.g. confirm in mobile banking App).

The Strong Customer Authentication regulation in Europe
requires the use of 3DS for card payments. 3DS is optional in other regions but you can still use it as a tool to
reduce fraud.

General Terms and Conditions

FOR ELECTRONIC MONEY ISSUANCE, REDEMPTION AND PAYMENT SERVICES THROUGH A PAYWISER PAYMENT ACCOUNT FOR CUSTOMERS

These General Terms apply to all Users (customers) who have concluded an Agreement for the Service of Electronic Money Issuance, Redemption and Payment Services with Paywiser.

1. INTRODUCTORY PROVISIONS
1.1. The issuer of these General Terms and Conditions is Paywiser d.o.o., registration number 8640084000, with a registered office at Bravničarjeva ulica 13, 1000 Ljubljana, Slovenia, (hereinafter referred to as Paywiser) is a company registered in accordance with Slovenian law and listed in the Register of Legal Entities of the Republic of Slovenia.

1.2. Paywiser is licensed by the Bank of Slovenia to provide services of issuance of electronic moneyand payment services as hybrid electronic money issuance company (license no. 0.04.5.4-5/2020-70 z dne 2.11.2021) and is entered in the register of electronic money institutions kept by the Bank of Slovenia (www.bsi.si). Paywiser is also authorised to provide its services in other EEA countries. The register is published on the Bank of Slovenia website www.bsi.si. The bodies responsible for supervision are the Bank of Slovenia, the Office for the Prevention of Money Laundering, the Financial Administration of the Republic of Slovenia, the Market Inspectorate of the Republic of Slovenia and other competent authorities.

1.3. The general e-mail address for communication with Users is [email protected], but other e-mail addresses may be specified in the General Terms and Conditions depending on the content of the communication.

1.4. These General Terms and Conditions for Electronic money issuance and redemption and payment services through Paywiser payment account (hereinafter: “ General Terms” or “Terms”) together with other relevant additional terms, conditions and agreements as set out in these Terms represent a framework contract (hereinafter: Contract), which is concluded electronically and determines business conditions between Paywiser and Users. These Terms cover the rights and obligations of Users and how the services are used. Contractual relationship between the User and Paywiser, whose rights and obligations are determined with these General Terms, shall be deemed to be concluded and shall only take on the character of a contract when Paywiser confirms the acceptance and validity of the User’s order for the services governed by these Terms by sending a message to the User via e-mail. The User expresses his/her will to enter into the Contract by accepting the General Terms (“by ticking the relevant “check box” by pressing “yes””).

1.5. These Terms apply to all Users of the services, unless otherwise agreed by special agreement between Paywiser and individual User.

1.6. Any individual service or product within Paywiser’s scope of services may also have its own additional Terms and Conditions. If there are third party providers or contractors for specific services or products in the scope of Paywiser ́s services that are subject to these General Terms, will be listed in the Terms and Conditions (e.g. video identification is provided by an external provider and the User is presented with additional conditions related to that service before the video identification is provided).

2.The meaning of the terms
2.1.The following words, when used in these General Terms or any document referred to herein, shall have the following meaning:
Account/Payment Account means the Electronic money and payment account that Paywiser has opened and manages for the User and is used for the execution of payment transactions; (which includes services that allow withdrawals or deposits of cash from/to a payment account, in the European Union at an ATM, the execution of domestic and cross-border direct debits, the execution of domestic and cross-border debit card payment transactions, including online payments).
Business Day means a day established by Paywiser on which Paywiser participating in the execution of a payment transaction and carries out activities necessary for such payment transaction. Paywiser may establish different Business Days for the provision of different services and/or for the execution of different payment transactions. Unless the Contract or its annexes establishes otherwise, a Business Day of Paywiser means any day, which is a business day in the Republic of Slovenia (every day, except Saturdays, Sundays, public holidays and public holidays in accordance with the legislation in force from time to time) and is at the same time a business day of all other payment service providers involved in the execution of the Payment Order. , set forth by the
Confidential Information means information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having the nature of the information; including, without prejudice to the generality of the foregoing, Paywiser business plans, data, strategies, methods, User and User lists, technical specifications, transaction data, facts and circumstances of the individual User, including personal data held by Paywiser;;
Consumer means a natural person who will conclude framework Contract for his/her personal purpose outside the scope of their gainful or professional activity;
Contract means this framework contract and its annexes, if any.
User means a consumer who uses or has requested to use the services which are the scope of these Terms and has concluded a Framework Agreement with Paywiser ; User’s Account means the User’s profile in Paywiser’s system.
KYC process means “Know-Your-Customer” process through which Paywiser collects all necessary information on the User according to ZPPDFT-2;

Commission fee means a fee (charge) and other costs and allowances belonging to Paywiser for opening and maintaining a payment account, the execution of a payment transaction and/or related payment service and all other services related to the use of the Account and the concluded Master Agreement; Durable medium means any instrument which enables the User to store information addressed personally to that User in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored (e.g. magnetic media, e-mail, DVD);
Electronic money means electronically, including magnetically, stored monetary value as represented by a claim on the Paywiser which is issued on receipt of monetary funds for the purpose of making payment transactions as defined in Article 8 of ZPlaSSIED, and which is accepted by a natural or legal person other than the Paywiser. Electronic money is issued to Users by Paywiser (the issuer of electronic money) under these terms and conditions;
Foreign country means a country other than a member state;
Member State means a Member State of the European Union, of the European Economic Area, as well as Monaco, San Marino and Switzerland.
Paywiser web interface for accessing the User ́s Payment Account (hereinafter referred to as the “Paywiser Web Interface”) enables the User to use electronic money for payment transactions and access to other Services governed by these Terms and Conditions;

Payment order (also “Payment request”) means any instruction (payment request) by the payer or payee to his payment service provider ordering execution of a payment transaction;
Payment transaction means act of depositing, transferring or withdrawing of funds initiated by, on behalf of or by the payer where the execution of a payment transaction through a payment service provider is independent of the underlying obligations between the payer and the payee;
Party means Paywiser or the User or both of them jointly as the Contracting Parties (“Parties”); Payment instrument means any device or a set of procedures, or both, agreed between User and Paywiser and is linked only to that User for the purpose of use by that User for order of a Payment order(e.g. payment cards, online payment transactions);
Payer means a natural or legal person who holds a payment account and allows a Payment order from that payment account, or, where there is no payment account, a natural or legal person who gives a Payment order;
Payee means a natural or legal person who is the intended recipient of funds which have been the subject of a Payment transaction;
SEPA stands for Single Euro Payments Area. It enables clients to make and receive payments in euro, under uniform rules and procedures, inside or outside national borders, under the same basic conditions and with the same rights and obligations, regardless of their geographical area.

Services means the services and products provided by Paywiser under this Contract;
Statement means a document prepared and provided by Paywiser for the User, which includes information about Payment transactions executed during the specific period of time;
Strong User authentication measures (SCA – Strong Customer Authentication) means an authentication of the User based on the use of two or more elements categorized as knowledge (something only the User knows), possession (something only the User possesses) and inherence (something the User is) that are independent, in that the breach of one does not compromise the reliability of the others, and is designed in such a way as to protect the confidentiality of the authentication data;
TARGET 2 means a payment system owned and operated by the Eurosystem. It is Europe’s leading platform for large-value payments processing and is used in real time by both central banks and commercial banks in the EU to process payments in euro. Transaction account is a payment account opened by a bank established in the Republic of Slovenia or a branch of a bank of a Member State in the Republic of Slovenia on behalf of one or more Users for the purpose of executing payment transactions and for other purposes related to the provision of banking services to the User. The funds in the transaction account shall be considered as a sight cash deposit. Third party means any natural or legal person, other than the Parties;
Unique identifier means a combination of numbers, letters and signs specified to the payment service User by the payment service provider and shall be used to unambiguouslyidentify User and/or the

payment account. The Unique Identifier may be the individual number by IBAN number International Bank Account Number). The payer must provide the payee’s IBAN and the BIC code of the payee’s payment service provider to identify the payee’s account, unless otherwise agreed with the payee’s payment service provider;
Video identification means identification and verification of identity of persons using video and audio connection over the Internet network according to the prescribed procedure. The result of the procedure is information collected during the process and the decision whether or not the person’s identity is confirmed.
ZPlaSSIED means the Slovene Law on Payment Services, Electronic Money Issuing Services and Payment Systems.
ZPPDFT-1 stands for Slovene Anti-Money Laundering and Terrorist Financing Act.

3. Terms and conditions of the business relationship between the User and Paywiser
3.1. In addition to these Terms and all its changes, contractual relationships pertaining to the provision of providing and ensuring payment and other Services shall also be governed by laws and other legal acts of the Republic of Slovenia, Price List and additional annexes concluded by Parties and other documents Paywiser and are published on Paywiser website and which are deemed to govern the legal relationship between Paywiser and Useras well as the principles of soundness, justice and fairness.

3.2. These Terms determine the main terms and conditions between the User and Paywiser when the User validly registers in Paywiser’ system, opens a Payment Account and uses other Services provided by Paywiser connected to the Payment Account.

3.3. Upon registering for the service, the User explicitly confirms that he/she is aware of the content of these Terms and agrees with them.

3.4. The User has the right to request at any time from Paywiser a copy of these Terms and all other documents, which are a part of the contractual relationship, in paper form or on another Durable medium for data. Current Terms are always published on the website www.paywiser.com.

4. Services provided by Paywiser under this Framework Agreement

4.1. Paywiser offers Users the services of opening and maintaining a Payment Account used for the execution of Payment Transactions and other Payment Account related Services. Paywiser maintains a Multi-Currency User Account, under which it opens one or more Payment Accounts for the User with the IBAN code, which is the unique identifier of the User Account, and executes Payment Transactions in euro (EUR) and in the following foreign currency: USD. All other currencies are automatically converted into euro (EUR) in accordance with these Terms and Conditions. At the same time, Paywiser also makes available to the User a local GBP Payment Account, the purpose of which is to enable the User to transact more quickly and cheaply within the UK payment zone.

4.2. The funds of all Users are held in a fiduciary account that Paywiser maintains on behalf of the Users with a commercial partner bank. Paywiser assigns IBAN codes to the User’s Payment Accounts within the framework of the opened fiduciary account, which enables the execution of incoming and outgoing payment transactions from the User’s Payment Account. The contractual relationship is concluded solely between the User and the Paywiser.

4.3. A Payment Account is not a Transaction Account and is not registered by Paywiser in the Register of Transaction Accounts. It is the User’s responsibility to arrange for registered and/or verified users, which enables the User to make all relevant reports on the holding of the Payment Account to Paywiser (e.g. reporting the Account to the tax authorities, if applicable).

4.4. Paywiser web interface Allows the User to access and manage his/her Payment Account The Paywiser web interface allows the User to access and manage their Payment Account (e.g. top-ups, payment transactions, withdrawals, etc.). The user can also view the balance of his/her Account via the Paywiser mobile app, which is designed to manage the Paywiser card. For the use of the Paywiser web interface, they are presented to the User before the start of use. The Terms, information and conditions of use and a link to the web interface are available at www.paywiser.com.

4.5. Paywiser offers the following payment services (activities) related to the management of the Payment Account in accordance with Article 5 of the ZPlaSSIED:

• Activities enabling cash to be placed on a Paywiser Payment Account as well as all the operations required for operating a payment account;
• Activities enabling cash withdrawals from a Payment Account as well as all the operations required for operating a payment account;
• Activities enabling enforcement of payment transactions, including transfers of funds on a payment account with the User’s payment service provider or with another payment service provider (execution of direct debits, including one-off direct debits, execution of payment transactions through a payment card or a similar device, execution of credit transfers, including standing orders).
• Issuing of payment instruments.
• Issuance and redemption of Electronic money.
• Currency exchange;

4.6. These Terms regulate the opening of the Paywiser Payment Account and managing it via the Paywiser web interface and the Paywiser mobile app, as well as all rights and obligations of both Parties regarding the opening, closure and use of the Paywiser Payment Account and other Services under this Terms.

4.7. Verified User are entitled to order a MasterCard payment card (Pre-paid, Debit or other) upon successful verification for the Paywiser Payment Account. Special Terms and Conditions apply for the service of issuing of a MasterCard Debit or PrePaid Card, which are available on the website www.Paywiser.eu and on Paywiser Mobile Application.

4.8. Due to the legal prohibition, the User’s funds held with Paywiser do not earn interest.

4.9. Upon successful verification and opening of a Payment Account, the User may order a Paywiser MasterCard debit payment card (“Paywiser Card”). The Paywiser Card issuance service is subject to
additional terms and conditions, which are available at www.paywiser.com.

4.10. Any additional service, that is not regulated in these Terms, can be subject to separate Terms and Conditions available on www.paywiser.com and on Paywiser Mobile Application.

5. General provisions on account opening and User identification

5.1.The User must first submit the application of registering the User’s account and opening the Payment
account at Paywiser, complete the onboarding procedure and upload all requested documents:

5.1.1. The User shall provide including, but not limited to, the following information and documents to Paywiser as stated in the clause 6.2. and Terms, by the User filled questionnaire and other information or documents, which Paywiser may request based on the individual circumstances and which would allow
Paywiser to verify the User’s identity;

5.2. The level of information to be provided is dependent on the product or service of Paywiser the User wants
to use.

5.3. The User is informed and agrees that Paywiser has the right to require the User to provide the original
documents and/or the copies of these documents approved by a notary or another competent person
authorized by the particular state.

5.4. In order to ensure the User identification or to perform other necessary duties, Paywiser has the right to
demand the User to execute specific procedure or video identification through any partner of Paywiser
or through other programmes indicated by Paywiser or other programs.

5.5. The User confirms that all the data provided during the registration process is correct and up to date. If
there are any changes in the provided data during the term of the business relationship, the User is obligated to provide updated information as soon as possible, but not later than 5 (five) Business Days after the changes.

5.6. After the User reads the current version of this Terms, the User shall mark the relevant “check-box” by pressing “yes”. The foregoing shall be deemed to be a declaration of the User’s willingness to enter into the Framework Agreement. After the KYC Procedure has been carried out, Paywiser notifies the User by e-mail of the (non-)conclusion of the Contract. In case if User chooses to press “no” or does not mark any “check-box”, it means that does not wish to enter into a contractual relationship with Paywiser..

5.7. Paywiser has the right to refuse to register the new User and User ́s account without indicating the reasons, however, Paywiser assures that the refusal to register will always be based on significant reasons which Paywiser does not have to ormay not disclose them..

5.8. Once Paywiser has verified the documents and information provided by the User and there is no reason that, under applicable law or otherwise, could lead to a refusal to provide the Services, Paywiser shall notify the User of the opening of the Payment Account and the User shall be entitled to start using the Services and the Payment Account.

5.9. The User is entitled to open one User and Payment account unless Paywiser explicitly approves the opening of additional Accounts.

5.10. Paywiser does not allow Users who are domiciled in countries where there is an increased or high risk of money laundering or terrorist financing (at-risk country) using the Paywiser services. The list of high-risk countries that, according to international organizations, lacks legislation or does not fully implement it, or associates with other risks that may affect the effectiveness of the fight against money laundering and terrorist financing, is published by the Office for the Prevention of Money Laundering. The list is published at: http://www.uppd.gov.si/.

5.11. If the KYC Process for a User reveals that he/she is a mobile number holder, a national, or a permanent or temporary resident of a country on the enhanced or high risk list for money laundering and terrorist financing, Paywiser reserves the right to terminate the Agreement and close the User’s Payment Account and refund the amount of the User’s remaining Account balance. The same shall apply if the User turns out to be a sanctioned person.

5.12. By accepting these Terms, the User declares that he/she is not a sanctioned person or that he/she is not included in the lists of persons subject to restrictive measures or sanctions:
• a sanctioned person is any natural person who is the target of sanctions or is subject to sanctions,
including, without limitation, a person who is a national or resident of a country that is listed in the
list of sanctioned countries;
• sanctions are any economic, financial, trade or similar restrictions and prohibitions adopted, imposed
or imposed by the following organisations or States (and any organs or agencies thereof): a) the United Nations; b) the United States of America; or c) the European Union or any of its present or future Member States.
The User undertakes and warrants for the entire duration of the Framework Agreement:
• that he/she will not, directly or indirectly, use the Account and the related services under the Framework Agreement in any manner that would result in a breach of the restrictive measures and sanctions by Paywiser, including the use of the Account and the related services to finance or facilitate the business or transactions of a sanctioned person or a person related to him/her or to make such funds available to a sanctioned person or to allow such person to benefit from such funds;
• that no sanctioned person will have any right to any funds transferred from/to the Account by the User, nor will any income or benefit arising from any activity or transaction with a sanctioned person be used
to repay any amounts owed by the User to Paywiser under the contractual relationship entered into.

6.REGISTRATION, VERIFICATION AND USE OF Paywiser WALLET

6.1. The User can access and manage his/her payment account via the Paywiser web interface and can also view it using the Paywiser mobile app

6.2. Paywiser Wallet can be accessed by installing the Paywiser Mobile Application for free on User’s mobile device and registering to use the Paywiser Mobile Application. Paywiser Wallet may also be accessed via Web interface. The mandatory User registration information is:
• Full name (first and last name),
• Date of birth,
• Place of birth,
• Address of permanent and temporary (if any) residence,
• Gender,
• Details of the identity document (document number, expiry date, date of issue, country of issue and issuer)
• Image of both sides of the attached identity document (identity card or passport) with signature,
• “Selfie” (Selfie – Picture of the User),
• Mobile phone number,
• E-mail address,
• Tax number and country of tax residency, Nationality,
• Video and audio recording of the video identification process.

6.3. Paywiser collects personal data about the User and other data about the User via the Paywiser mobile application or the Paywiser web interface and the Paywiser system. During the collection of the required information, the User must enter his/her personal identification data and provide a photograph of both sides of his/her ID and a photograph of the User taken during the KYC Procedure (“selfie”). The KYC Procedure (identification and verification) and the verification of information shall be carried out, inter alia, by means of video conferencing with the use of an external contractor. The user’s facial image and the original identity document clearly displayed by the user shall be recorded for the duration of the video identification.

6.4. The user first registers with his/her mobile phone number, which must be confirmed by entering a one- time password received in a text message. The e-mail address entered by the User shall also be verified and confirmed.

6.5. The User Account is uniquely linked to the email address provided during the registration process. Only one email address can be logged in with one User Account at a time. Also, only one mobile phone number can be associated with one User Account at a time.6.6. Before successful registration, the User must accept the Terms.

6.7. Full Payment Account for Verified Users Upon successful completion of the KYC Procedure, a unique identification number (User ID) is assigned to the User.

6.8. Upon registration, the User is created a User Account and obtains the possibility to use and manage the Payment Account services (as described in Section 4 of these Terms and Conditions) via the Paywiser web interface and, to some extent, also using the Paywiser mobile application.

• A single Payment Transaction is limited to a maximum of EUR 3,000,
• Monthly Payment Transactions are limited to EUR 5,000,
• Annual Payment Transactions are limited to EUR 50,000.
• The maximum amount of Electronic Money stored in the Payment Account is EUR 10,000.

If the User is no longer eligible for the Account, or there are indicators of high risk, or the User reaches any of the above thresholds (e.g. monthly/annual transaction values), the Payment Account may be temporarily or permanently frozen (in the latter case, Paywiser shall also terminate the Agreement by notice to the User).

6.11. Using the Paywiser web interface and Paywiser mobile app

6.11.1. The User is obliged to use the Paywiser web interface and the Paywiser mobile application in
accordance with these Terms and Conditions, the Price List, the General Terms and Conditions for the Use of the Paywiser Mobile Application, the General Terms and Conditions for the Use of the Paywiser Web Interface and any other instructions and documents that are publicly published and available at www.paywiser.com and in accordance with the applicable regulations. The User is obliged to use the Services in a manner consistent with the purpose for which Paywiser provides the Services.

6.11.2 In the event of a breach, the User (the “Breaching User”) shall be liable to Paywiser and third parties for any damage caused and Paywiser shall have the right to prevent the User from further use of the Paywiser web interface, the Paywiser mobile application and all Services.

6.11.3. Any User who allows third parties to access the Paywiser web interface and/or the Paywiser mobile application shall be solely liable for any damage resulting from such actions.

6.11.4. Restrictions on the use of the Paywiser Payment Account are set out in accordance with the ZPPDFT-2 and Paywiser’s internal rules and are set out in these Terms and the instructions and documents which are publicly available and accessible at www.paywiser.com.

6.11.5. All functionalities of the Payment Account, the Paywiser web interface and the Paywiser mobile pp, including the terms and conditions for issuing and withdrawing electronic money and executing payment transactions, are set out in these Terms and the additional terms and conditions related to the Services that are the subject of the Master Agreement (such as, e.g., the General Terms and Conditions for the Use of the Paywiser Mobile App, the General Terms and Conditions for the Use of the Paywiser Web Interface, etc.).

7.Payment services in Paywiser wallet
7.1. Users can make various types of payment transactions via the Paywiser web interface and using the Paywiser mobile app.
7.2. Users are subject to the restrictions set out in Section 6 of these Terms and the restrictions set out below. Users may not withdraw funds from their Payment Account in cash.
7.3. Each payment request is approved and confirmed or rejected by the Paywiser system. .
7.4. Stanje Plačilnega računa se zmanjša/poveča takoj po uspešni Plačilni transakciji.
7.5.Paywiser shall authorise and execute any Payment Transaction for which the User has submitted a Payment Request (Payment Order) or a Consent (Confirmation), unless there are conditions for refusal of the transaction.
7.6. Paywiser will refuse to execute a Payment Transaction if:
• The execution of the payment request exceeds the value limit of the ZPPDFT-2 or other limit
set by Paywiser or independently set by the User,
• The User does not have sufficient funds in the Payment Account,
• the User enters an incorrect SCA code to confirm the Payment Transaction,
• the User Account is blocked, frozen or suspended,
• the Paywiser System and/or the electronic communications network is disrupted at the time
of the transaction request,

7.7.Paywiser suspects possible misuse of the Payment Account.Paywiser confirms or rejects the Payment Transaction on the basis of the conditions set out in the preceding paragraph and immediately notifies the User thereof via the Paywiser Web Interface.

7.8. Within the limits of the User’s Payment Account and subject to the restrictions set out in these Terms, the User may perform the following actions (Payment Transactions):
• Top-up the Payment Account,
• Make Payment Transactions for the purchase of goods and services,
• Withdraw funds from the Payment Account.

7.11.1. The top-up function of the User’s Payment Account is subject to the restrictions set out in Article 6 of these Terms.
7.11.2. User can Top-up (fill) his/her Payment Account:
7.11.3. By transferring funds from a Payment Account opened with another Payment Service Provider: the User shall execute a payment order to the credit of his/her Account (specifying the IBAN and BIC) held by Paywiser. For this purpose, Paywiser has opened a fiduciary account with a commercial partner bank. The reference and purpose of the payment shall be completed by the User in accordance with the instructions published on the website www.paywiser.com. The funds in the Payment Account of the User who has correctly filled in the information on the Payment Order will be increased as soon as the funds are received by Paywiser. Before allowing the transaction to be executed, Paywiser shall verify the details of the Payer and the Payee and the status and limits of the Payer and the Payee.

7.11.4. Any request to top up an Account shall be approved or rejected by Paywiser.

7.12. Payment transactions for the purchase of goods and services7.12.1. Payment transactions for the purchase of goods and services are subject to the restrictions set out in Article 6 of these Terms.
7.12.2. A User who has obtained a Paywiser card issued in accordance with the Paywiser Mastercard Debit Card Terms and Conditions (available at www.paywiser.com) may pay for goods and services at any outlet that accepts MasterCard debit cards.
7.12.3. The process of executing a Payment Transaction via a Payment Order entered into the Paywiser web interface:
7.12.4. Paywiser accepts Payment Orders in accordance with the schedule by which it clears and settles Payment Transactions in the Paywiser system. This is expected to be every Business Day for Payment Transactions to be made by 24:00 of the previous day. Saturdays, Sundays, public holidays in Slovenia and public holidays abroad (1.1., Easter Friday, Easter Monday, 1.5., 25.12. and 26.12.), which constitute a non-Business Day for the TARGET2 Payment System, shall constitute non-Business Days for clearing and settlement in the Paywiser System and the partners involved in the Payment System and shall also be a Business Day for all other Payment Service Providers involved in the execution of a Payment Order.

7.12.5. Paywiser will execute (successfully or unsuccessfully) Payment Orders received between 0:00 and 24:00 on the same Business Day.
7.12.6. Paywiser (as the Acquirer) will transfer the funds to the Recipient’s account no later than the next Business Day following receipt of the Payment Order.
7.12.7. A Payment Order becomes irrevocable at the moment the User gives his/her consent to the execution of the Payment Transaction, i.e. when the Payment Order is received by Paywiser.

7.13. Withdrawal of funds from the Payment Account:
7.13.1. The User may withdraw funds from his/her Payment Account at any time in accordance with these
Terms and the applicable Price List, and within the limits and subject to the restrictions set out in Article 6 of these Terms.

7.13.2. Funds can be called up:
• By transferring funds to another Payment Account or Transaction Account – The User may transfer funds from his/her Payment Account at any time via the Paywiser Web Interface, to any other Transaction Account or Payment Account, in accordance with these Terms and Conditions and the applicable Price List, by completing a Payment Order.

7.13.3. By withdrawing cash at an ATM, if the Payment Account User has obtained a Paywiser Card. Internal transactions of Registered and Verified User are subject to the limits set out in Paragraph 6 of these Terms and limitations set out below. Conditions for redemption:
• the relevant balance in the User’s Paywiser Account, compliance with any transaction restrictions as described in these Terms.

8.General Terms for the Issuance and Redemption of Electronic Money

8.1.Money held in the User’s Payment Account shall be deemed to be Electronic Money issued by Paywiser following the transfer or crediting of money to the Payment Account opened with Paywiser.
Once the User has made a funds transfer or the funds have been successfully transferred to the User’s Account and Paywiser has received the funds, Paywiser shall issue Electronic Money at face value and

 8.2.credit the Electronic Money to the User’s Payment Account. The Electronic Money shall be credited and
held in the User’s Payment Account.

8.3. The User selects the method of recharging the Account as described in Clause 7 (Recharging the Payment
Account).

8.4. The User is informed and agrees that the Electronic Money in the User’s Account shall not be deemed to
be a deposit and Paywiser shall in no event pay any interest on the Electronic Money in the User’s Account
or provide any other benefits related to the period of time for which the Electronic Money is held.

8.5. At the User’s request, Electronic Money held in the User’s Account may be redeemed at any time at its
face value, unless otherwise agreed between Paywiser and the User.
8.6. Where Electronic Money is required to be redeemed prior to the expiry of this Agreement, the User may
request the return of some or all of the monetary value of the Electronic Money.

8.7. The User shall make a request for the Electronic Money to be redeemed by generating a Payment Order to transfer the Electronic Money from the User’s Payment Account with Paywiser to any other account
specified by the User.

8.8. No special terms and conditions shall apply to the redemption of Electronic Money other than the
standard terms and conditions for transfers and other Payment Transactions from the User’s Account.
The amount of Electronic Money withdrawn or transferred shall be selected by the User.

8.9. No additional Fee shall be payable for the withdrawal of Electronic Money. In the event of a withdrawal of Electronic Money, the User shall pay the normal Transfer or Withdrawal Fee, which shall depend on
the method of transfer or withdrawal chosen by the User, in accordance with the Price List.

8.10. If the User requests the redemption of Electronic Money after the expiry of this Agreement or within a maximum of 1 (one) year from the expiry of the Agreement, the entire monetary value of the Electronic
Money held by the User shall be redeemed.

8.11. Subject to the User terminating this Agreement and submitting a request for the closure of the User’s
Payment Account and the deletion of the User’s Payment Account from the Paywiser System, or Paywiser discontinuing the provision of the Services to the User and deleting the User’s Account from the Paywiser System, in the cases set out in this Agreement, the money from the User’s Account shall be transferred to the User’s Transaction Account or to an account in another electronic payment system specified by the User. Paywiser shall be entitled to deduct amounts due to Paywiser (Fees for the Services provided by Paywiser and other charges not paid by the User, including, without limitation, damages and default interest imposed by financial institutions and/or other competent authority of the country and paid by Paywiser due to breaches of this Agreement committed by the User) prior to such deduction. In the event of a dispute between Paywiser and the User, Paywiser shall have the right to retain the disputed money until the dispute is resolved.

8.12. In the event that Paywiser does not refund the User for reasons beyond Paywiser’s control (for example: the account indicated by the User is closed; technical problems arising with the payment service provider, if the User has another account, etc.), the User will be notified immediately. The User must immediately indicate another account or provide additional information necessary for the refund.

9. GENERAL TERMS ON THE PROVISION OF THE PAYMENT SERVICES
9.1. Authentication data and information to be provided in Payment order
9.1.1.The authentication details for authentication to access the User’s Payment Account via the Paywiser web interface or the Paywiser mobile application shall be set by the User. The information relates to:
• User ID and Password:
o User ID: is the combination of numbers assigned to the User after the registration has been completed and Paywiser has issued a confirmation that the User can start using the Services.
o Password: a static alphanumeric sequence personally and exclusively determined by the User. Paywiser will not have access to the password nor will it ever request it from the User.
• The special code that the User will receive on his/her mobile phone to execute the Payment Transaction (SCA, optional). The User confirms the special code received on his/her mobile phone by entering the password. The Payment Transaction will not be executed without the special code (where required).

9.1.2. The maximum period of inactivity of the User after access to the User’s online account has been granted shall not exceed 5 minutes. After 5 minutes, the session ends and the User must log in again. If the authentication details for identity verification are entered incorrectly three times, Paywiser has the right to block access to the User Account with those authentication details. The User will be notified before the blocking is carried out. In the event that the User’s Account is blocked due to incorrectly entered authentication data, the User will be able to apply for new authentication data and log back into his/her User Account after successfully completing certain KYC Procedure activities.
9.1.3. In order for a Payment Order to be properly initiated or executed, the User must provide a unique identifier (IBAN). Paywiser will process and be responsible for the execution of Payment Transactions from the User’s Payment Account solely on the basis of the BIC code of the Payee’s payment service provider and the Payee’s account number (IBAN) received from the User as part of the User’s Payment Order.
9.1.4. Paywiser shall not be liable if the Payment Order does not contain the Unique Identifier and/or the User has entered it incorrectly. However, Paywiser shall nevertheless use reasonable endeavours to recover the funds involved in such Payment Transaction.
9.1.5. The User is informed and agrees that Paywiser has the right to request additional and/or other mandatory information (e.g. the amount and currency, the name of the Payee, the Payee’s address, etc.) necessary for the proper execution of the Payment Order.
9.2. The form and procedure for giving consent to initiate a Payment order or execute a Payment transaction
9.2.1. A Payment Transaction shall be deemed to have been authorised by the User only if the User has given
his/her consent in the Paywiser System for the execution of the Payment Transaction.
9.2.2. The User shall be deemed to have given consent by submitting an electronic Payment Order to the Paywiser System using the authentication data (login data assigned to the User and/or security code,
SCA). Consent may also be expressed by other means appropriate to the particular service.
9.2.3. The User’s (Payer’s) consent must be provided prior to the execution of the Payment Transaction.
9.3. Procedure for cancelling a Payment Order:
9.3.1. The Payer may revoke the consent at any time, but no later than the moment of irrevocability as
provided in the following provisions of Section 9.2.4 of these Terms. Consent to execute a series of Payment Transactions may also be revoked, in which case each future Payment Transaction shall be deemed to be unauthorised.
9.3.2. The User will not cancel a Payment Order once it has been received by Paywiser, except in the cases provided for in these Terms.
9.3.3. Where a Payment Transaction is initiated by or through a Payee, the Payer will not cancel the Payment Order after the Payment Transaction has been authorised by the Payee;
9.3.4. In the case set out in Clause 9.4.6 of this Agreement, the User may cancel the Payment Order no later than the end of the Business Day preceding the agreed date;
9.3.5. After the expiry of the time limits set out in clauses 9.3.2 – 9.3.4 of this Agreement, a Payment Order may only be cancelled if agreed between the User and the Paywiser. In the cases set out in clause 9.2.4.3 of this Agreement, cancellation shall be subject to the consent of the Payee.
9.4. Time of receipt of the Payment Order, requirements applicable to the Payment Order and refusal to execute the Payment Order
9.4.1. The User must ensure that the Payment Account has sufficient funds to execute the Payment Order. If the User does not have sufficient funds at the time of submission of the Payment Order, Paywiser shall have the right to refuse to execute the Payment Order, unless otherwise agreed by the Parties. In any event, the minimum amount that the User must have at all times in the Account is EUR 19.95, otherwise Paywiser shall have the right to refuse to execute the Payment Order.
9.4.2. Paywiser shall process Payment Orders submitted by the User without undue delay, provided that the User has sufficient funds in the Account at the time of the due date with which the payment will be made.

9.4.3. If the User is the Payer, the Payment Order shall be deemed to have been received by Paywiser on the date of receipt, but if the time of receipt of the Payment Order is not a Business Day of Paywiser, the Payment Order shall be deemed to have been received on the first following Business Day.
9.4.4. A Payment Order received by Paywiser on a Business Day but outside Paywiser’s Business Hours shall be deemed to have been received on the next Business Day.
9.4.5. No funds shall be debited from the User’s Account until the Payment Order has been received by Paywiser.
9.4.6. If the User initiating the Payment Order and Paywiser agree that execution of the Payment Order shall commence on a specified day or at the end of a specified period or on the day on which the Payer has made funds available to Paywiser, the time of receipt shall be deemed to be that agreed day. If the agreed day is not a Business Day, the Payment Order shall be deemed to be received on the first following Business Day.
9.4.7. Payment orders within the Paywiser system shall be executed immediately (with a duration of up to a few minutes, unless the Payment transaction is interrupted due to the cases provided for in the Internal Acts and this Agreement), regardless of the Paywiser Business Hours. As far as possible, Paywiser will also execute other Payment Orders outside the Paywiser System immediately (with a duration of up to a few minutes, unless the Payment Transaction is interrupted due to the cases provided for in the Internal Acts and in this Agreement), otherwise the deadlines set out in these Terms and Conditions shall apply.
9.4.8. Paywiser shall have the right to record and store all Payment Orders sent by any of the agreed methods and to record and store details of all Payment Transactions made by the User or in connection with the User’s Payment Orders. The aforementioned data may be provided by Paywiser to the User and/or to a third party entitled to receive such data on a legal or contractual basis, as evidence of the submission of Payment Orders and/or the execution of a Payment Transaction.
9.4.9. Paywiser shall have the right to refuse to execute a Payment Order in the event of reasonable doubt that the Payment Order has been submitted by the User or if the Payment Order or the documents submitted are not appropriate or lawful. In such cases, Paywiser shall have the right to require the User to further confirm the submitted Payment Order and/or to submit documents confirming the right to manage the funds in the Account or other documents requested by Paywsier, in a manner acceptable to Paywiser and at the User’s expense. Paywiser shall not be liable for any losses that may result from refusal to execute a submitted Payment Order due to the User’s refusal to provide additional information or documents.
9.4.10. The User is informed and agrees that Paywiser has the right to engage third parties to execute the User’s Payment Order in part or in full if the interests of the User and/or the purpose or content of the Payment Order so require. In the event that the purpose or content of the User’s Payment Order requires the sending and execution of a Payment Transaction by another financial institution, but that financial institution suspends the Payment Order, Paywiser shall not be liable for such actions of that financial institution, but will endeavour to ascertain the reasons for the suspension of the Payment Order. Paywiser expressly reminds the User that the User’s Account is linked to Paywiser’s fiduciary account and therefore the commercial partner bank may also suspend the Payment Order at any time.
9.4.11. Paywiser shall have the right to suspend and/or terminate the execution of the User’s Payment Order if required to do so by applicable regulations or if this is necessary for other reasons not attributable to Paywiser.
9.4.12. In the event that Paywiser refuses to execute a Payment Order submitted by the User, Paywiser shall promptly and without undue delay notify the User of the reasons for the refusal and of the procedure for rectifying the factual errors that led to the refusal, except where such notification is technically impossible or prohibited by law or other regulations.
9.4.13. Paywiser shall not accept or execute Payment Orders from the User if such Payment Transactions are prohibited or restricted due to the User’s relevant regulations and circumstances.
9.4.14. If money transferred by a Payment Order is returned for reasons beyond Paywiser’s control (inaccurate Payment Order details, incorrect Payee account, etc.), the amount returned shall be credited to the User’s Payment Account. The fees paid by the User (Payer) for the execution of the Payment Order shall not be refunded.

9.5. Conditions for the performance of services
9.5.1. The time limits for the execution of Payment Transactions to Payment Accounts and the duration for
the execution of other Services are set out in these Terms and other documents published on the
website www.paywiser.com.
9.5.2. Where a Payment is made in euro (EUR) in the Republic of Slovenia or other Member States and the
User is the Payer, Paywiser shall ensure that the amount of the Payment Transaction is credited to the Payee’s Payment Service Provider’s account by the end of the next Business Day, subject to the exceptions provided for in clause 9.4.3 of these Conditions. As far as possible, Paywiser will execute Payment Orders immediately (with a duration of up to a few minutes, unless the Payment Transaction is interrupted due to the cases provided for in the Internal Acts and this Agreement).
9.5.3. Maximum spending limits may also be established by the User in Paywiser Wallet. If the transfer in the Republic of Slovenia is made in euro (EUR), Paywiser will ensure that upon receipt of the Payment Order, the amount of the Payment Transaction will be credited to the account of the Payee’s payment service provider on the same Business Day as the Payment Order was received, provided that the Payment Order is received by 12:00 on that Business Day. If the Payment Order is received after 12:00, Paywiser will ensure that the amount of the Payment Transaction is credited to the account of the Payment Service Provider of the Payee no later than the next Business Day.
9.5.4. The Parties may agree that a Payment Order shall be executed on a specific day or at the end of a specific period. In this case, Paywiser will ensure that the amount of the Payment Transaction is credited to the account of the Payment Service Provider of the Payee on the day on which the Payment Order is executed.
9.5.5. Where a Payment Transaction is executed in the Republic of Slovenia and other Member States in currencies of Member States which are not part of the Eurozone and the User is the Payer, Paywiser will ensure that the amount of the Payment Order is credited to the account of the Payee’s payment service provider by the end of the next Business Day, but no later than within 4 (four) Business Days after receipt of the Payment Order.
9.6. Spending limits for payment transactions
9.6.1. The User shall co-operate with Paywiser to investigate any suspicious, suspected illegal, fraudulent or
improper activity. The maximum spending limits for Payment Transactions are set out in Article 6 of
these Terms.
9.6.2. Specific limits may be set on the User’s Payment Account in accordance with the Terms and Conditions
and Paywiser’s internal regulations. The User shall be informed of such restrictions prior to using the Services.
9.7. Account blocking and/or suspension of services to the User
9.7.1. The User shall cooperate with Paywiser in the investigation of suspicious, illegal, fraudulent or
inappropriate activity.
9.7.2. Paywiser has the right to block funds in the User’s Payment Account in the following cases:
• Paywiser suspects that the funds collected in the User’s Payment Account are intended for the commission of a criminal offence or are the result of the commission of, or participation in the commission of, a criminal offence;
• if it is suspected that an unauthorised Payment Transaction has been made through the User’s Account;
• the User is in default in the performance of its obligations under this Agreement;
• the User is declared bankrupt in respect of the User’s assets, the risk of insolvency or insolvency on
the part of the User increases excessively;
• for the purposes of corrective accounting and settlement;
• fraudulent acts on the part of the User are proven or criminal proceedings are initiated against the User for fraudulent acts;

9.7.3. If the User’s actions are not in accordance with the rules of Paywiser’s partners and such actions may cause damage to Paywiser, Paywiser reserves the right, at any time and at its sole discretion, to suspend or discontinue the operation of the User/Payment Account (or certain of its functions, such as, but not limited to, uploading, receiving, sending and/or withdrawing funds), including, but not limited to, for audit purposes:

• where Paywiser deems it necessary to ensure the security of the User Account; or
• in the event of any transactions which Paywiser, in its sole discretion, believes have been made in
breach of these Terms or in breach of the security requirements of the User Account; or
• any transactions are made which Paywiser, in its sole discretion, believes to be suspicious, unauthorised or fraudulent, including those that may be related to money laundering, terrorist financing, fraud or other illegal activities; or
• upon the insolvency or bankruptcy of the User, or if Paywiser reasonably believes that there is such a threat to the User; or;
• if anything occurs which, in the opinion of Paywiser, indicates that the User will be unable to fulfil
his/her obligations towards Paywiser and/or third parties.

9.7.4. Paywiser will use reasonable endeavours to notify the User in advance of any such suspension or, if this
is not practicable, to do so as soon as reasonably practicable and to justify such suspension, unless
notifying the User would compromise security measures or is otherwise prohibited by law or regulation.
9.7.5. In addition, Paywiser reserves the right (at its sole discretion) to suspend the operation of the User Account (or certain of its functions, such as uploading, receiving, sending and/or withdrawing funds) at any time when required to do so by applicable laws and regulations or by the competent authorities. Paywiser will use reasonable endeavours to notify the User of any such suspension, unless Paywiser is
prohibited from doing so by law or by order of a competent court or other authority.
9.8. Payment transaction data to be transmitted to the user
9.8.1. Paywiser is obliged to provide the User (prior to the execution of a Payment Order) with information on
the conditions for the execution of a particular Payment Order, the Fees and, in the case of a total fee,
a breakdown of the items.
9.8.2. Paywiser will provide the User with a statement of the Payment Transactions performed showing the
following:
• information enabling the Payer to identify each Payment Transaction and information relating to
the Payee;
• the amount of the Payment Transaction in the currency specified in the Payment Order;
• the Fees payable in respect of Payment Transactions and the manner in which the Fees paid are to
be distributed;
• the applicable exchange rate and the amount of the Payment Transaction at the exchange rate, in
the event that a currency exchange has taken place during the execution of the Payment
Transaction;
• the date on which the funds are debited from the Account;
• the date of receipt of funds into the Account;
• other information that will be provided to the User in accordance with the applicable legislation of
the Republic of Slovenia.

9.8.3. The statement is provided through the Use’’s Paywiser web interface or is sent to the User via e-mail.
The User may also view the executed Payment Transactions via the Paywiser mobile application.
9.8.4. Paywiser is obliged to notify the User of any suspected or perpetrated fraud by third parties, or of security threats in connection with the Services, by sending a message via the Paywiser web interface
or by sending an e-mail or by any other means it deems safe and most appropriate in the situation.

10. Fees for services provided by Paywiser, interest on late payments and currency exchange services
10.1. Paywiser shall charge fees for standard Services in accordance with these Terms and the Price List in force from time to time, which is available for viewing at www.paywiser.com. The current Price List is
attached to these Terms and shall be deemed to form an integral part of the General Terms and Conditions.
10.2. Paywiser shall charge the User individual fees for non-standard services not specified in these Terms
and/or the Price List and shall inform the User thereof before the User starts using such services.
10.3. Unless otherwise stated, Fees are expressed in Euros.
10.4. For Payment Services and/or related services provided by Paywiser, the User shall pay Paywiser a Fee.
The Fees are set out in the Price List and/or any additional agreement with the User. In the event that the User fails to fulfil his/her obligation to pay the Fee to Paywiser, the User shall pay to Paywiser a penalty (fines or interest on late payment) as set out in the Price List, any additional agreement and/or applicable laws of the Republic of Slovenia.
10.5. All Fees paid by the User shall be deducted from the balance of the User’s Payment Account, which the User expressly authorises Paywiser to do. The User undertakes to ensure that sufficient funds are available to settle all Fees. If the balance in the User’s Account is not sufficient, Paywiser reserves the right to charge the User additionally for any shortfall.
10.6. Where Paywiser is unable to deduct from the balance of the User’s Payment Account the Fees payable by the User for the Services rendered, Paywiser shall issue a separate invoice for the amount due. Invoices shall be payable within ten (10) days from the date of invoice. In the event of late payment, Paywiser reserves the right to charge default interest at the rate of 0.02% per day and/or terminate the Contract with immediate effect by written notice to the User.
10.7. If, during the execution of a Payment Transaction, there are insufficient funds in the User’s Account to execute the Payment Transaction and pay the Fee, Paywiser shall have the right to reject and not execute such Payment Transaction.
10.8. Currency conversion shall be based on Paywiser’s exchange rate in force at the time of conversion and continuously updated and published on Paywiser’s website and or Paywiser’s web interface and/or Paywiser’s mobile application.
10.9. Paywiser shall promptly change the Base Currency Rate and notify the User of such changes in the manner described in these Terms or the Special Currency Exchange Terms.
10.10. The exchange rates when the User wishes to make a currency exchange on his/her Payment Account shall be presented to the User.
10.11. In the event that the currency in which the order to execute the Payment Transaction is in is different from the currency in which the Account is debited, the conversion of these currencies shall be carried out in accordance with the procedure established by Paywiser and published on Paywiser’s website www.paywiser.com.
10.12. Paywiser will provide the User with a statement of all Fees associated with the User’s Account free of charge at the beginning of each calendar year. In the event of termination of this Agreement, such statement of Fees shall be produced for the period from the beginning of the calendar year until the date of termination of the Agreement.
10.13. Paywiser shall not charge the User any value added tax for the services provided under this Agreement and the Terms as the services in question are exempt from the Value Added Tax Act.
11. Communication between the User and the Paywiser
11.1. The User acknowledges and expressly agrees that all communications, including personal communications between Paywiser and the User, shall be in English unless otherwise agreed by the Parties. All communications and information regarding any changes to the Services and prices and other relevant information shall be provided in English unless otherwise agreed by the Parties. Paywiser will also provide the User with an English translation for certain documents, and the User is specifically reminded that both the Paywiser web interface and the Paywiser mobile application and the video identification process are only available in English.
11.2. The information shall be provided to the User either in person or by public announcement:
• The information may be provided to the User in person via the Paywiser web interface, or the Paywiser mobile application, or sent by post to the User’s registered address, or by email as provided during the Account opening process, or by call, or by SMS using the telephone number provided during the Account opening process, and by other telecommunication instruments, including by electronic means;
• information may be published on the Paywiser website www.paywiser.com and in the Paywiser
system. Paywiser sends the User a notification of the newly uploaded information via the Paywiser web interface or the Paywiser mobile application or by other means (e-mail, SMS, Paywiser mobile application, etc.). The publicly published information is deemed to have been correctly communicated to the User, except in cases of mandatory requirements of the legislation of the Republic of Slovenia and/or in cases where Paywiser is obliged to inform the User personally.
11.3. The User acknowledges that any communication between Paywiser and the User takes place in person, in particular via the Paywiser web interface, the Paywiser mobile application and the email indicated during the Payment Account opening process. The publication of information by Paywiser via the Paywiser web interface and/or the Paywiser mobile application and/or via email implies that the relevant information is correctly and effectively communicated to the User.
11.4. Communication by e-mail is possible to the addresses indicated on the Paywiser website and to the e- mail address provided by the User during registration in the Paywiser system. The email message shall be deemed to be correctly delivered on the next Business Day.
11.5. In the case of communication by telephone, the User’s identity shall be verified on the basis of the User’s data. Telephone communication between Paywiser and the User will be possible at intervals to be published on the Paywiser website. The message transmitted to the User by Paywiser by telephone shall be deemed to have been correctly delivered at the time of the conversation.
11.6. In the case of communication by post, the letters shall be delivered to the User’s address.
11.7. Information published on the Paywiser website or Paywiser web interface or Paywiser mobile application shall be deemed to have been duly delivered on the date of publication of such information.
11.8. The User agrees that Paywiser may, by means of available technical means and in the case of conversation recording, with prior notice to the User, record all ongoing communications between Paywiser and the User and archive all records and copies of all information and documents that Paywiser may receive from the User or a third party. The User agrees that Paywiser may use such information at any time for the purposes set out in these Terms or to ensure compliance with regulatory requirements.
11.9. The User has the right to receive these Terms and other documents related to the Framework Contract
in a paper version or on any other durable medium.
11.10. If the User has any questions regarding these General Terms and Conditions, he/she may contact
Paywiser via email at [email protected] or, if the User has a complaint, via email at [email protected]. Paywiser will attempt to resolve any questions or problems Users may have regarding their Payment Accounts or the Services. Paywiser will respond to the issue no later than 8 (eight) business days after receipt of the User’s message, unless the issue is of a “simple” nature and can be resolved within 2 (two) business days from the date of receipt of the message. Paywiser will notify the User if there are exceptional circumstances where it may take up to thirty-five (35) Business Days to deal with the User’s problem.
11.11. The Parties shall inform each other without undue delay of any change in their contact details. At the request of Paywiser, the User must provide all relevant new documents proving that the contact details have or have not changed. Failure to comply with this obligation shall mean that the notification sent on the basis of the most recent contact details held by Paywiser has been duly delivered and any obligation fulfilled in accordance with such contact details has been duly fulfilled. The User acknowledges that Paywiser shall have the right to notify the User of any change in the contact details on Paywiser’s side by public announcement and/or by sending such information by email to the User, which was provided during the process of opening the Payment Account.
11.12. The parties must inform each other immediately of any circumstances that may be relevant to the proper conduct of the business relationship. The User is also obliged to provide additional information and documents at the request of Paywiser.
12. Changes to the General Terms and Conditions and Price List
12.1. This Contract is subject to be changed from time to time.
12.2. Paywiser has the right to amend these Terms, the applicable Price List and Fees and/or other terms and conditions of the Services by providing the User with the amended terms and conditions on paper or other durable medium at least two (2) months prior to the effective date of such amendments. Paywiser will notify the User via the Paywiser mobile application or Paywiser web interface or the email address provided in the Payment Account opening process. If there is a change to the Terms that is clearly beneficial to the User as a whole, Paywiser may implement the changes immediately after notification of the change.
12.3. The Terms in force from time to time consitute an integral part of the contractual relationship between Paywiser and the User. The User has the right to accept or reject the proposed changes.
12.4. If the User does not agree with the changes, the User may withdraw from the Agreement immediately, without notice and without payment of any compensation. The User must submit the withdrawal from the Framework Contract no later than the day before the date fixed for the change to take effect. If the User does not notify Paywiser within this period that he/she does not agree to the amendments, the User shall be deemed to have accepted the amendments and the amendments shall come into force on the date on which the amended Terms and/or Price List come into force. If the User agrees to the amendments, then the User shall not be entitled to subsequently submit any objection and/or claim regarding the content of such amendments. If the User rejects the proposed amendments without terminating the Agreement, Paywiser shall be deemed to have terminated the Framework Agreement, with a two-month period starting from the date of sending the notice of amendment.
12.5. Termination of this Agreement in accordance with clause 12.4 shall not relieve the User of any obligations to Paywiser which have accrued prior to the date of termination of this Agreement.
13. Secutity measures
13.1. The User is responsible for the security of the devices used to log in to the Paywiser system (via the Paywiser web interface or the Paywiser mobile application) and must not leave them unattended, or in public places, or otherwise easily accessible to third parties.
13.2. It is recommended that you keep your software, applications, antivirus, browsers and other programs up to date.
13.3. It is recommended that the User protect devices with passwords, PIN codes, facial recognition or other security instruments.
13.4. It is recommended that the User treats received e-mail messages with caution, even if the sender is Paywiser. Paywiser will never ask the User to download attachments or install software. Attachments to malicious emails may contain viruses that may harm devices or compromise the security of the User’s account.
13.5. It is not recommended to click on unknown links, open unknown documents, install software or applications from unknown and unreliable sources or visit unsafe websites.
13.6. As soon as the User becomes aware of any loss, theft, misuse or fraudulent use of the Payment Account, instrument or device used to access the Paywiser system, the User must immediately notify Paywiser or any other person designated by the latter. The notification shall be sent to Paywiser by sending an email to [email protected] and/or [email protected], and the User has to block the Paywiser Card in the Paywiser mobile application.
13.7. If the User notices any suspicious activity on his/her Payment Account and thinks that third persons may have logged into his/her Payment Account for the use of the Services, the User shall:
• notify Paywiser immediately and at any time in the manner set out in this section and request that
the User’s Payment Account be blocked;
• to continue using the Payment Account, the User must change the password and use other
additional instruments to validate the Account or use appropriate security instruments to validate the login.
13.8. Blocking of the Payment Account and the Payment Instrument issued to the User
13.9. In addition to the provisions of Article 9.7, Paywiser shall have the right to block the Payment Account (suspend or partially suspend the execution of Payment Transactions) in the following cases:
• in the event of objectively justified reasons related to the security of the funds and/or the Payment Account and/or the issued Payment Card, alleged unauthorised or fraudulent use of the funds and/or the Payment Account and/or the issued Payment Card;
• in the event that the User does not comply with the Terms and this Framework Agreement;
• in the event that Paywiser has reasonable grounds to suspect that the funds in the Account may be
used by other persons for illegal acts, including, but not limited to, criminal offences;
• in other cases provided for by the applicable legislation of the Republic of Slovenia.

13.10. The notices provided by the User regarding the unauthorized or incorrectly executed Payment transactions
13.10.1. The User is obliged to check the data on the executed Payment Transactions at least 1 (one) time per month, so that the User can notice unauthorised or incorrectly executed Payment Transactions and notify Paywiser thereof in due time.
13.10.2.The User shall notify Paywiser in writing of any unauthorised or incorrectly executed Payment Transactions, including any errors and inaccuracies observed in the Statement, immediately upon detection of such circumstances and in any event no later than 13 (thirteen) months from the date of the debit.
13.10.3.In case if the User does not notify Paywiser about the circumstances described in the clause 13.9.2 In the event that the User has not notified Paywiser of the circumstances described in clause 13.9.2 of these Terms, and subject to the conditions set out in the same clause 13.9.2, the User shall be deemed to have unconditionally accepted the Payment Transactions that have been made to the User’s Account.

13.11 The liability of the User for unauthorized Payments transactions

13.11.2  Subject to the conditions set out in Section 13.9.2 of these Terms or upon discovering that a Payment Transaction has not been authorised by the User, Paywiser shall, without undue delay but no later than the end of the next Business Day, return the amount of the unauthorised Payment Transaction to the User and, if necessary, reinstate the Account balance, from which the amount was debited, to the balance that would have existed if the unauthorised Payment Transaction had not been executed, unless Paywiser has reasonable grounds to suspect fraud and notifies the Bank of Slovenia of such suspicions, in accordance with the notification rules drawn up by the Bank of Slovenia.

• the use of a lost or stolen Payment Instrument;
• misappropriation of a Payment Instrument.

• the loss, theft or misuse of the payment instrument was not detectable to the payer prior to payment, except where the payer has acted fraudulently as set out in clause 10.10.7 of this Agreement; or
• the loss was caused by the acts or omissions of an employee, agent or affiliate of Paywiser or of the outsourcing company;

13.11.7 Payment account may be blocked at the User’s initiative (including the payment instrument, if assigned to the User) if the User submits a request to Paywiser. Paywiser shall have the right to require that the request submitted by the User be subsequently approved in writing or approved in another manner acceptable to Paywiser.

14. Protection of personal data and confidential information
14.1. Paywiser processes and stores the User’s personal and other data and transaction data in accordance with the General Data Protection Regulation (GDPR), the Personal Data Protection Act (ZVOP-1), these Terms and Paywiser’s Privacy Policy, also available at www.paywiser.com, and any consents and consents of the User. Paywiser shall inform the User of the contents of the Privacy Policy when the User submits the online application for the opening and maintenance of an Account. Paywiser informs the User at this point of the possibility of obtaining the Privacy Policy in paper form or on another durable medium.
14.2. Paywiser will treat the User’s personal data in accordance with applicable law in such a way as to prevent any unwarranted disclosure of data to unauthorised persons, in the manner set out in Paywiser’s Privacy Policy in force from time to time.
14.3. The User acknowledges that the Account information, and other information about the User as the Account holder and about any Account(s) being reported, may be provided to the tax authority of the
country in which the Account(s) is opened/maintained and exchanged with the competent authority(ies) of the other country(ies) in which the User is resident for tax purposes, in accordance with an international agreement on the exchange of financial account information. The User undertakes to notify Paywiser within 90 days of any change in circumstances affecting the change in tax residency status or any change affecting the correctness of the information and to deliver to Paywiser within 90 days a new self-certification and declaration in accordance with the change in circumstances.
14.4. The User acknowledges that Paywiser will from time to time check the User’s information in order to determine for the purposes of FATCA (Foreign Account Tax Compliance Act) whether any circumstances (U.S. Indicia) may have arisen that could cause the User to be treated as a U.S. Person. Notwithstanding the foregoing provision, the User undertakes to notify Paywiser promptly in writing of any change in the circumstances of his/her U.S. Indicia status, such as acquiring U.S. citizenship, acquiring a U.S. residential address, acquiring a U.S. telephone number, etc. The User undertakes to notify Paywiser and to provide it with appropriate documentation evidencing any changed circumstances. If the User fails to notify Paywiser and provide the relevant documents immediately after receiving a written request from Paywiser to provide the relevant documentation indicating the User’s status, Paywiser will notify the tax authorities of the Republic of Slovenia that the User is a potential U.S. Person. In this case, Paywiser shall be entitled to unilaterally terminate the contractual relationship and close the account in accordance with the provisions of these General Terms and Conditions, upon prior written notice to the User.
14.5. The User undertakes to indemnify Paywiser against all costs and damages which it may incur as a result of the User’s breach of this Article. Paywiser may, for the purposes of FATCA, communicate to the tax authority of the Republic of Slovenia certain confidential information about the User.
14.6. During the term of this Framework Agreement and also after its expiry, each Party may use and reproduce the Confidential Information of the other Party only for the purposes of this business relationship and only to the extent necessary for that purpose, and shall limit the disclosure of the Confidential Information of the other Party to its employees, consultants or independent contractors/external partners who need such information and shall not disclose such information to any third party without the prior written consent of the Party to whom it has been disclosed.
14.7. Notwithstanding the foregoing, neither Party will be in breach if it discloses Confidential Information of the other Party if required to do so by law or in a judicial or administrative proceeding.
14.8. The obligation to protect Confidential Information shall not apply to information which:

• is in the public domain or has become public knowledge through no act or fault of the other Party;
• without limitation, is known to either Party prior to its receipt from the other Party from its own independent sources as evidenced by written records of that Party not obtained directly or indirectly from the other Party;
• received by either Party from any third party which that Party considers to have a legal right to transmit such information and is not under any obligation to keep such information confidential; or
• information independently discovered by employees or contractors of a Party, provided that the Party can demonstrate that those same employees or contractors have not had access to Confidential Information received under this Agreement.

14.9. The main principles of the processing of personal data, the storage period and other issues are set out
in Paywiser’s Privacy Policy, which is available at www.paywiser.com. The User acknowledges that he/she has read the Paywiser Privacy Policy and will comply with all the terms and conditions set out in this policy.
14.10. The set of necessary data and documents that Paywiser usually processes when concluding the Framework Agreement or identifying the User depends on the type of identification procedure and the Services to be used.
14.11. Paywiser may also request additional information and documents from the User in order to fulfil its obligations in relation to the implementation of measures to prevent money laundering and terrorist financing.
14.12. Paywiser will process the data for the duration of the contractual relationship with the User, until all obligations arising from the Contract have been fulfilled, and for the retention period set out in the ZPPDFT-2 (at least 10 years from the date of termination of the business relationship) and other regulations.
14.13. Paywiser may, in cases where the provision of the Services requires the transfer of data (including the
User’s personal data), transfer the data to third parties (e.g. to its external contractors and contractual partners, Payees, to an official authority having the right to request information in accordance with the law, etc.).
14.14. More detailed information regarding the processing of the User’s personal data by Paywiser is provided in the Paywiser Privacy Policy.
15. Term and termination of the contract
15.1. Če ni pisno drugače dogovorjeno, je poslovno razmerje med Paywiserjem in Uporabnikom sklenjeno za nedoločen čas.
15.2. Uporabnik lahko v roku 14 dni od sklenitve pogodbe z obvestilom Paywiserju od nje brezplačno odstopi, po poteku tega roka pa lahko Uporabnik pisno odpove to Pogodbo kadar koli in vsaj 1 (eno) mesečnim odpovednim rokom.
15.3. Paywiser may terminate this Agreement by giving notice to the User and giving two (2) months notice
15.4. Paywiser may terminate this Agreement by giving notice to the User and 2 (two) months notice if the User has not made any Payment Transactions for more than 12 (twelve) consecutive months. Prior to termination on such basis, Paywiser will notify the User of this intention.
15.5. The Agreement may be terminated at any time by agreement of the Parties.
15.6. Paywiser may terminate the Agreement immediately (without notice) if it reasonably suspects or
becomes aware that the User:

• Violates applicable laws and regulations, including those related to money laundering or terrorist financing;
• has provided Paywiser with false or misleading information or documentation, has failed to provide
documents and information relating to his Account and use of the Services, or has failed to keep such documents and information up to date;
• uses the Services to conduct or receive payments for prohibited activities or activities related to prohibited activities; or;
• otherwise uses the Services for malicious, unlawful or immoral purposes.
15.7. Where permitted under applicable laws and regulations, Paywiser will inform the User of the grounds for termination of the Contract as soon as possible.
15.8. Termination of this Agreement shall not relieve the Parties from settling their obligations arising from the period prior to the termination of the Agreement.
15.9. In the event of the death of the User, Paywiser shall, upon presentation of an official document of the User’s death, disable any disposition of the funds in the User’s Account and shall simultaneously terminate with immediate effect all other subscribed products and services related to the User. Upon receipt of the final decision on succession, Paywiser shall disburse the funds in accordance with the content of the decision. Paywiser shall not be liable for damages arising as a result of the disposition of funds after the death of the User, if it is not notified of the death of the User.

16. Protection of User’s rights, dispute resolution and out-of-court dispute resolution procedure
16.1. Any disputes or complaints relating to the provision of services under these General Terms and Conditions shall be resolved by the User and Paywiser amicably, in accordance with the Rules on the Internal Complaints Procedure and Out-of-Court Dispute Resolution, published on Paywiser’s website. The User acknowledges that he/she has read and understood the said Regulations.
16.2. The User may file a complaint by post to PAYWISER d.o.o., OE Complaints, Bravničarjeva ulica 13, 1000 Ljubljana, Slovenia, or by e-mail to [email protected]. The complaint must be clear and understandable and must contain the facts on which the complaint is based. It must contain at least the following: details of the complainant (name and surname of the natural person or name and registered office of the legal entity or business operator and address, e-mail address and telephone or other contact details), an explanation of the grounds of the complaint, a description of the incident and a statement of the key facts and date of the incident, the submission of evidence to support the facts on

which the complainant’s claim is based, if available, the address for sending the reply if different from the address of the permanent or temporary residence or registered office of the complainant or the address for sending the reply, if different from the address of the place of residence or registered office of the complainant or the address of the address of the place of residence or registered office of the person complained about. The details of the appeal procedure are described in more detail.

16.3. Paywiser will respond to the User’s complaint as soon as possible, but in any event within 8 (eight) working days in the first instance and within 15 (fifteen) working days in the second instance, or at the latest within 35 (thirty-five) working days.
If the User disagrees with the decision on the complaint issued in the internal complaint procedure, or if he/she does not receive an unjustified response to the complaint within 30 days of filing the complaint with Paywiser’s second-instance body, he/she may, within a period of no more than 13 (thirteen) months from the date of filing the complaint with Paywiser, file a petition for out-of-court settlement of consumer disputes with the Attorney-at-Law, Simona Goriup (Miklošičeva cesta 26, 1000-Ljubljana website, www.Miklošičeva cesta 26, 1000-Ljubljana website, www. goriup.si) against the decision of Paywiser, in the manner provided for in the Rules of the procedure for out-of-court settlement of consumer disputes in force from time to time, which are annexed to the aforementioned Rules of the internal complaint procedure and out-of-court dispute resolution and are available to the User on the Paywiser website. More information on the provider of the Out-of-Court Dispute Resolution, on filing a petition and on the method and procedure of the Out-of-Court Dispute Resolution with Simona Goriup, Attorney-at-Law, is also available on her website (https://goriup.si/irps/, http://goriup.si/wp- content/uploads/2016/06/Pravila-postopka-IRPS.pdf).

16.4. The User may also file a complaint with the Bank of Slovenia in relation to alleged breaches of the ZPlaSSIED by Paywiser.
16.5. Despite a complaint to an out-of-court consumer dispute resolution provider or to the Bank of Slovenia, the User shall have the right at any time to bring an action for the resolution of a dispute relating to the provision of payment services between him and Paywiser before a competent court of the Republic of Slovenia in accordance with the laws and procedure applicable in the Republic of Slovenia.

17. Final provisions
17.1. These Terms are drawn up in accordance with the law of the Republic of Slovenia, in particular the provisions of the ZPlaSSIED.
17.2. Any disputes arising out of the contractual relationship and the use of the Paywiser Services shall be settled by the competent court in the Republic of Slovenia.
17.3. These Terms shall be published on Paywiser’s website, www.paywiser.com.
17.4. The User may not, without the prior written consent of Paywiser, transfer or assign any rights or
obligations it has under this Agreement to any third party.
17.5. Paywiser reserves the right to transfer or assign this Agreement and all rights and obligations related
thereto by giving the User at least two (2) months’ prior notice before the effective date of such change. The User shall have the right to accept or reject the amendments. The same provisions and procedures shall apply in relation to such amendment as apply to amendments to these General Terms and Conditions and are described in Section 12 of this Agreement.
17.6. The User and Paywiser agree that all data and messages sent in the context of electronic commerce in electronic form and all data and messages stored in the context of electronic commerce in electronic form shall have the same validity and evidential value as data and messages sent and stored in traditional written form. Paywiser and the User expressly agree that all transactions concluded in the context of electronic commerce in electronic form shall be equivalent to those concluded in traditional written form. Paywiser and the User agree that, in the context of electronic commerce, documents may be signed with electronic signatures or concluded with a tacit confirmation (e.g. “click”). The User and Paywiser agree that all types of electronic signatures or tacit confirmations shall have the same validity and evidentiary value as a handwritten signature.
Paywiser and the User agree to mutually recognise the validity and probative value of all types of electronic signatures and implied acts leading to the conclusion of the business relationship in the event of a legal dispute.

The User acknowledges and agrees that all documentation relating to electronic transactions in Paywiser shall be kept in electronic form only.
17.7. Force Majeure
17.7.1. Paywiser and the User shall not be liable for non-payment or incomplete performance of an obligation
or for any failure to comply with an obligation if such non-payment or incomplete performance is caused by force majeure (e.g. war, embargo, riot, governmental restrictions, labor disturbances, epidemics, quarantines, natural disasters such as fire, flood, earthquake, explosion, or any other unforeseen change in circumstances, or any other cause beyond reasonable control).
17.7.2. The User shall notify Paywiser of the Force Majeure Event by email or in writing within ten (10) calendar days after the date on which such circumstances arise.
17.7.3. Paywiser shall notify Users of Force Majeure Circumstances via the Paywiser web interface or the Paywiser mobile application and/or by email.
17.8. Mistakes
17.8.1. The User is obliged to regularly monitor all inflows and outflows in the Account. If he/she notices that
funds have been credited to his/her Account which do not belong to him/her, he/she must immediately inform Paywiser. In such cases, the User, as the unauthorised recipient of the transferred funds of the Payment Transaction, shall be restricted in his right to dispose of the transferred funds and shall immediately transfer such funds to the account designated by Paywiser.
17.8.2. Paywiser shall have the right, without the User’s specific consent, to deduct from the User’s Account the amounts wrongly transferred and to transfer such funds to the account of the correct beneficiary.
17.8.3. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be of no effect and the provision closest to the intention of the
Parties shall apply.
These Terms and Conditions shall take effect on 3.10.2022.

Appendix:
• General Terms and Conditions of Use of the Paywiser Web Interface
• Price list for payment account and payment card services
• Privacy Policy
• Internal Complaints Procedure and Out-of-Court Dispute Resolution Policy
• General Terms and Conditions for the issuance and use of the Paywiser Mastercard debit payment card service for consumers
• General Terms and Conditions of Use of the Paywiser Mobile App

Ti Splošni pogoji veljajo za vse uporabnike (potrošnike) storitev izdaje in unovčitve elektronskega denarja in plačilnih storitev, ki jih zagotavlja Paywiser.

1. Uvodne določbe
1.1. Izdajatelj teh splošnih pogojev je PAYWISER družba za izdajo elektronskega denarja in plačilne storitve, d.o.o., Bravničarjeva ulica 13, 1000 Ljubljana, Slovenija, matična številka: 8640084000 (v nadaljevanju: »Paywiser«). Paywiser je družba, ustanovljena v skladu s slovensko zakonodajo in vpisana v Register pravnih oseb Republike Slovenije.
1.2. Paywiser ima dovoljenje Banke Slovenije za opravljanje storitev izdajanja elektronskega denarja in plačilnih storitev kot hibridna družba za izdajo elektronskega denarja (licenca št. 0.04.5.4-5/2020-70 z dne 2.11.2021) in je vpisan v register družb za izdajo elektronskega denarja, ki ga vodi Banka Slovenije. Register je objavljen na spletni strani Banke Slovenije (www.bsi.si). Paywiser ima dovoljenje za opravljanje svojih storitev tudi v ostalih državah EEA. Organi, pristojni za nadzor, so Banka Slovenije, Urad za preprečevanje pranja denarja, Finančna uprava RS, Tržni inšpektorat Republike Slovenije in drugi pristojni organi.
1.3. Splošen elektronski naslov za komunikacijo z Uporabniki je [email protected], v Splošnih pogojih pa so glede na vsebino komunikacije navedeni tudi drugi elektronski naslovi.
1.4. Ti Splošni pogoji za storitev izdaje in unovčitve elektronskega denarja in opravljanje plačilnih storitev preko Paywiser plačilnega računa (v nadaljevanju: »Splošni pogoji« ali »Pogoji«) skupaj z ostalimi relevantnimi dodatnimi pogoji in dogovori, kot navedenimi v teh Pogojih, predstavljajo okvirno pogodbo (v nadaljevanju: »Okvirna pogodba«), ki se sklene v elektronski obliki in ki določa pogoje poslovanja med Paywiserjem in Uporabniki. Ti Pogoji zajemajo pravice in obveznosti Uporabnikov ter način uporabe storitev. Pogodbeno razmerje med Uporabnikom in Paywiser, katerega pravice in obveznosti so določene s temi Splošnimi pogoji, se šteje za sklenjeno in pridobi značaj pogodbe šele, ko Paywiser potrdi sprejem in veljavnost Uporabnikovega naročila za storitve, ki jih urejajo ti Pogoji, s sporočilom Uporabniku preko elektronske pošte. Uporabnik izrazi svojo voljo za sklenitev Pogodbe s sprejemom Splošnih pogojev (»s tem da označi ustrezno „potrditveno polje“ s pritiskom na „da“«).
1.5. Ti splošni pogoji veljajo za vse Uporabnike storitev, razen če je s posebnim sporazumom med Paywiserjem in posameznim Uporabnikom dogovorjeno drugače.
1.6. Vsaka posamezna storitev ali produkt, ki spada v obseg storitev Paywiserja, ima lahko tudi še svoje dodatne pogoje. V kolikor posamezne storitve ali produkte v obsegu storitev Paywiserja, ki so predmet teh Splošnih pogojev, ponujajo oz. zagotavljajo tretje osebe, bodo te navedene v storitvi oz. dodatnih pogojih (npr. videoidentifikacija se izvaja preko zunanjega ponudnika, pred izvedbo videoidentifikacije pa so Uporabniku predstavljeni dodatni pogoji, vezani na navedeno storitev).
1.7. Sestavni del teh Pogojev je Cenik storitev poslovanja s plačilnimi računi in plačilnimi karticami (v nadaljevanju: »Cenik«), ki je na voljo na spletni strani www.paywiser.com, tako kot vsi drugi pogoji, pravilniki in druge informacije o produktih in storitvah. Vsi ti dokumenti skupaj določajo pravno in

poslovno razmerje med Paywiserjem in Uporabnikom. Obveznost Uporabnika je, da se seznani z vsemi
dokumenti ter da z njimi soglaša.
1.8. Poleg Splošnih pogojev za Uporabnike velja tudi Politika zasebnosti, objavljena na www.paywiser.com.
1.9. Sredstva Uporabnikov Plačilnega računa, Paywiser spletnega vmesnika, mobilne aplikacije Paywiser in
storitev, ki so predmet teh Splošnih pogojev, so shranjena na fiduciarnem računu, odprtem pri komercialni partnerski banki in so ločena od sredstev družbe Paywiser. Denarna sredstva na fiduciarnem računu se štejejo za premoženje tretjih oseb za račun katerih imetnik fiduciarnega računa vodi takšen račun in ne za premoženje imetnika računa. Morebitni upniki imetnika fiduciarnega računa ne morejo za izterjavo svojih terjatev do imetnika računa niti v njegovem stečaju s prisilnimi ukrepi posegati na to premoženje. S tem je zagotovljena visoka stopnja varnosti sredstev Uporabnikov.
1.10. Z naročilom Storitve Uporabnik izrecno potrjuje, da razume angleški jezik in da soglaša s poslovanjem v angleščini. V nasprotnem primeru se pogodbeno razmerje med Uporabnikom in Paywiser ne more skleniti.
1.11. Naslovi v teh Splošnih pogojih so samo za sklicevanje in ne omejujejo področja uporabe posameznih določil. Izrazi z veliko začetnico imajo posebne opredelitve in so opisani v 2. členu teh Pogojev (Pomen izrazov) ali v samem besedilu Splošnih pogojev.

2.Pomen izrazov
2.1.Naslednje besede ali besedne zveze, kadar se uporabljajo v teh Splošnih pogojih ali katerem koli dokumentu na katerega se ta sklicuje, imajo naslednji pomen:
Račun/Plačilni račun pomeni račun za Elektronski denar in plačilni račun, ki ga odpre in vodi Paywiser v imenu Uporabnika in se uporablja za izvršitev plačilnih transakcij (kamor spadajo storitve, ki omogočajo dvige ali pologe gotovine s plačilnega računa / na plačilni račun, v Evropski uniji na bankomatu, izvrševanje domačih in čezmejnih direktnih obremenitev, izvrševanje domačih in čezmejnih plačilnih transakcij z debetno kartico, vključno s spletnimi plačili).
Delovni dan pomeni dan, ki ga določi Paywiser in na katerega Paywiser sodeluje pri izvedbi plačilne transakcije ter izvede potrebne aktivnosti za takšno plačilno transakcijo. Paywiser lahko vzpostavi različne delovne dni za zagotavljanje različnih storitev in/ali za izvajanje različnih plačilnih transakcij. Če z Okvirno pogodbo ali drugimi dogovori ni drugače dogovorjeno, se šteje, da je delovni dan vsak dan, ki je delovni dan v Republiki Sloveniji (vsak dan, razen sobote, nedelje, državnih praznikov in dela prostih dni po vsakokrat veljavni zakonodaji) in je hkrati delovni dan vseh drugih izvajalcev plačilnega prometa, vključenih v izvršitev Plačilnega naloga.
Zaupne informacije pomenijo informacije, ki so označene kot “Zaupne” ali “Zaščitene” ali se upravičeno pričakuje, da so ali bodo zaupne glede na naravo informacij; vključujoč, brez posega v navedeno splošno definicijo tudi: Paywiser poslovni načrti, podatki, strategije, metode, seznami Uporabnikov, tehnične specifikacije, podatki o transakcijah in vsi podatki, dejstva in okoliščine o posameznem Uporabniku, vključno z osebnimi podatki, s katerimi razpolaga Paywiser;
Potrošnik je fizična oseba, ki sklepa okvirno pogodbo za svoje osebne namene, zunaj področja svoje pridobitne ali poklicne dejavnosti;
Pogodba pomeni to Okvirno pogodbo in njene dodatke, če ti obstajajo.
Uporabnik pomeni potrošnika, ki uporablja ali je zahteval uporabo storitev, ki so predmet teh Splošnih pogojev, in je s Paywiser sklenil Okvirno pogodbo;
Uporabniški račun pomeni uporabnikov račun oz. profil v sistemu Paywiserja;
Postopek KYC pomeni postopek (know-your-customer oz. spoznaj-svojo stranko), s katerim Paywiser zbere vse potrebne podatke o Uporabniku v skladu z ZPPDFT-2;
Provizija pomeni provizijo in druge stroške ter nadomestila, ki pripadajo Paywiserju za odprtje in vodenje plačilnega računa, izvedbo plačilne transakcije in/ali z njo povezane plačilne storitve in vseh ostalih storitev, ki so povezane z uporabo Računa in sklenjeno Okvirno pogodbo;
Trajni nosilec podatkov je vsak instrument, ki uporabniku omogoča shranjevanje podatkov, naslovljenih osebno nanj, tako da so dostopni za poznejšo uporabo tako dolgo, kakor je to potrebno za namene teh podatkov, in ki omogoča nespremenjeno predvajanje shranjenih podatkov (npr. magnetni mediji, elektronska pošta, DVD);

Elektronski denar pomeni elektronsko ali magnetno shranjena denarna vrednost v obliki terjatve imetnika elektronskega denarja do Paywiserja in se izda ob prejemu denarnih sredstev za namen izvajanja plačilnih transakcij, kakor je opredeljeno v 8. členu ZPlaSSIED, in ki ga kot plačilno sredstvo sprejeme fizična ali pravna oseba, ki ni Paywiser. Elektronski denar Uporabnikom izda Paywiser (izdajatelj elektronskega denarja) pod v tem dokumentu določenimi pogoji;
Tretja država pomeni državo, ki ni država članica;
Država članica pomeni državo članico Evropske unije (EU), evropskega gospodarskega prostora (EEA), pa tudi Monako, San Marino in Švico.
Paywiser spletni vmesnik za dostop do Plačilnega računa Uporabnika (v nadaljevanju: »Paywiser spletni vmesnik«) Uporabniku omogoča uporabo elektronskega denarja za plačilne transakcije in dostop do drugih Storitev, ki jih urejajo ti Splošni pogoji.
Plačilni nalog (tudi »Zahtevek za plačilo«) pomeni vsako navodilo (zahtevek za plačilo) plačnika ali prejemnika plačila svojemu ponudniku plačilnih storitev, s katerim odredi izvršitev plačilne transakcije; Plačilna transakcija pomeni dejanje pologa, prenosa ali dviga denarnih sredstev, ki ga odredi plačnik ali je odrejena v njegovem imenu ali jo odredi prejemnik plačila, pri čemer je izvršitev plačilne transakcije prek ponudnika plačilnih storitev neodvisna od osnovnih obveznosti med plačnikom in prejemnikom plačila;
Pogodbena Stranka (»Pogodbenica«) pomeni Paywiser ali Uporabnik oz. oba skupaj kot Pogodbeni Stranki (»Pogodbenici«);
Plačilni instrument pomeni vsako napravo ali niz postopkov oziroma oboje, dogovorjeno med Uporabnikom in Paywiserjem ter je vezan le na tega Uporabnika, z namenom da ga ta uporabi za odreditev plačilnega naloga (npr. plačilne kartice, spletno izvrševanje plačilnih transakcij);
Plačnik je fizična ali pravna oseba, ki odredi plačilno transakcijo tako, da izda plačilni nalog ali zagotovi soglasje k izvršitvi plačilnega naloga, ki ga izda prejemnik plačila;
Prejemnik plačila pomeni fizično ali pravno osebo, ki je predvideni prejemnik sredstev, ki so bila predmet plačilne transakcije;
SEPA je kratica za enotno območje plačil v evrih (Single Euro Payments Area). Strankam omogoča izvajanje in prejemanje plačil v eurih, po enotnih pravilih in postopkih, znotraj ali zunaj nacionalnih meja, pod enakimi osnovnimi pogoji ter z enakimi pravicami in obveznostmi, ne glede na njihovo geografsko območje.
Storitve pomenijo storitve in produkte, ki jih nudi Paywiser po tej Okvirni pogodbi;
Izpisekpomeni dokument, ki ga Uporabniku pripravi Paywiser in vključuje podatke o plačilnih transakcijah, ki so bile opravljene v določenem časovnem obdobju;
Ukrepi močne avtentikacije strank (SCA – Strong Customer Authentication) pomeni preverjanje istovetnosti Uporabnika, ki temelji na uporabi dveh ali več elementov, ki so razvrščeni kot znanje Uporabnika (nekaj, kar ve le Uporabnik), lastništvo (nekaj, kar ima le Uporabnik) in neločljiva povezanost z Uporabnikom (nekaj, kar Uporabnik je) in so med seboj neodvisni, saj napaka enega ne ogroža zanesljivosti drugih in so zasnovani tako, da varujejo zaupnost podatkov za preverjanje pristnosti; TARGET 2 pomeni plačilni sistem, ki je v lasti in upravljanju Eurosistema. Je vodilna evropska platforma za obdelavo plačil velikih vrednosti ter jo za obdelavo plačil v eurih v realnem času uporabljajo tako centralne banke kot tudi poslovne banke v EU.
Transakcijski račun je plačilni račun, ki ga odpre banka s sedežem v Republiki Sloveniji ali podružnica banke države članice v Republiki Sloveniji v imenu enega uporabnika ali več uporabnikov za namene izvrševanja plačilnih transakcij in druge namene, povezane z opravljanjem bančnih storitev za uporabnika. Denarna sredstva na transakcijskem računu se štejejo kot vpogledni denarni depozit. Tretja oseba pomeni vsako fizično ali pravno osebo, razen Pogodbenih Strank;
Edinstven identifikator pomeni kombinacijo številk, črk in znakov, ki jih Uporabniku plačilnih storitev določi ponudnik plačilnih storitev in ki se uporablja za nedvoumno identifikacijo Uporabnika in njegovega Računa. Edinstveni identifikator je lahko posamezna številka IBAN (International Bank Account Number-Mednarodna številka bančnega računa). Plačnik mora za identifikacijo računa prejemnika plačila zagotoviti IBAN prejemnika plačila in BIC kodo prejemnikovega ponudnika plačilnih storitev, razen če ni s svojim ponudnikom plačilnih storitev dogovorjen drugače;

Video identifikacija pomeni ugotavljanje in preverjanje istovetnosti oseb z uporabo video in avdio povezave preko internetnega omrežja po predpisanem postopku. Rezultat postopka so zbrane informacije, ki vodijo v odločitev, ali se identiteta osebe potrdi ali ne.
ZPlaSSIED pomeni slovenski Zakon o plačilnih storitvah, storitvah izdajanja elektronskega denarja in plačilnih sistemih.
ZPPDFT-2 pomeni slovenski Zakon o preprečevanju pranja denarja in financiranja terorizma.

3. Pogoji poslovnega razmerja med Uporabnikom in Paywiser
3.1. Poleg teh Splošnih pogojev in vseh njihovih sprememb, pogodbeno razmerje, ki se nanaša na opravljanje in zagotavljanje plačilnih in drugih Storitev, urejajo tudi zakoni in drugi pravni akti Republike Slovenije, Cenik in drugi dogovori, ki sta jih sklenili Pogodbenici, ter drugi dokumenti Paywiser, ki so objavljeni na spletišču Paywiser in iz katerih izhaja, da urejajo pravno razmerje med Paywiserjem in Uporabnikom, ter načela poštenja, pravičnosti in zakonitosti.
3.2. Ti Splošni pogoji določajo temeljne pogoje, ki veljajo med Uporabnikom in Paywiserjem, ko se Uporabnik veljavno registrira v sistemu Paywiser, odpre Plačilni račun in uporabi druge Storitve, ki jih nudi Paywiser in so povezane s Plačilnim računom in Pogodbo.
3.3. Uporabnik s prijavo na Storitev izrecno potrjuje, da pozna vsebino teh Splošnih pogojev in se z njimi strinja.
3.4. Uporabnik ima pravico kadar koli od Paywiserja zahtevati kopijo teh Pogojev in vseh drugih dokumentov, ki so del pogodbenega razmerja, v papirni obliki ali na drugem Trajnem nosilcu podatkov. Vsakokrat
veljavni Splošni pogoji so vedno objavljeni na spletni strani www.paywiser.com.

4. Storitve, ki jih nudi PAYWISER po tej Okvirni pogodbi
4.1. Paywiser Uporabnikom ponuja storitve odpiranja in vodenja Plačilnega računa, ki se uporablja za izvršitev Plačilnih transakcij, ter druge s Plačilnim računom povezane Storitve. Paywiser vodi Večvalutni Uporabniški račun, v okviru katerega Uporabniku odpre enega ali več Plačilnih Računov z oznako IBAN, ki pomeni Edinstveni identifikator Uporabniškega računa, in izvaja Plačilne transakcije v evrih (EUR) in v sledeči tuji valuti: USD. Vse ostale valute se avtomatsko pretvorijo v evre (EUR), skladno s temi Pogoji. Obenem Paywiser daje Uporabniku na razpolago tudi lokalni GBP Plačilni Račun, katerega namen je Uporabniku omogočiti hitrejše in cenejše poslovanje znotraj plačilnega območja Združenega kraljestva.
4.2. Sredstva vseh Uporabnikov so shranjena na fiduciarnem računu, ki ga Paywiser v imenu Uporabnikov vodi pri komercialni partnerski banki. Paywiser v okviru odprtega fiduciarnega računa dodeli oznake IBAN Uporabnikovim Plačilnim Računom, kar omogoča izvajanje prilivnih in odlivnih plačilnih transakcij s Plačilnega Računa Uporabnika. Pogodbeno razmerje je sklenjeno zgolj med Uporabnikom in Paywiserjem.
4.3. Plačilni račun ni Transakcijski račun in ga Paywiser ne prijavi v register Transakcijskih računov. Uporabnik je dolžan sam poskrbeti za vsa relevantna poročanja o imetništvu Plačilnega računa pri Paywiserju (npr. prijava Računa davčnemu organu, v kolikor je to relevantno).
4.4. Paywiser spletni vmesnik Uporabniku omogoča dostop do svojega Plačilnega računa in upravljanje le tega (npr. polnjenje, izvedba plačilnih transakcij, unovčitve itd.). Uporabnik lahko v stanje svojega Računa vpogleda tudi preko mobilne alikacije Paywiser, ki je namenjena upravljanju s Paywiser kartico.
4.5. Za uporabo Paywiser spletnega vmesnika in mobilne aplikacije Paywiser veljajo dodatni pogoji in so Uporabniku predstavljeni pred pričetkom uporabe. Pogoji, informacije in določila za uporabo ter povezava do spletnega vmesnika so na voljo na spletni strani www.paywiser.com.
4.6. Paywiser ponuja naslednje plačilne storitve (aktivnosti), ki so povezane z vodenjem Plačilnega računa v skladu s 5. členom ZPlaSSIED:
• Aktivnosti, ki omogočajo polog gotovine na plačilni račun, in vse aktivnosti, ki so potrebne za
upravljanje tega računa;
• Aktivnosti, ki omogočajo dvig gotovine s plačilnega računa, in vse aktivnosti, ki so potrebne za
upravljanje tega računa;
• Aktivnosti, ki omogočajo izvrševanje plačilnih transakcij, vključno z nakazili sredstev na plačilni račun
pri Uporabnikovem ponudniku plačilnih storitev ali pri drugem ponudniku plačilnih storitev (izvršitev
plačilnih transakcij s plačilno kartico ali podobno napravo,).
• Izdaja plačilnih instrumentov.
• Izdaja in unovčenje elektronskega denarja.
• Menjava valut.
4.7. Ti Pogoji urejajo odprtje Paywiser Plačilnega računa in njegovo upravljanje preko Paywiser spletnega
vmesnika in mobilne aplikacije Paywiser ter vse pravice in obveznosti obeh Pogodbenic glede odprtja,
zaprtja in uporabe Plačilnega računa in drugih Storitev po teh Pogojih.
4.8. Zaradi zakonske prepovedi se sredstva Uporabnika, ki jih hrani pri Paywiserju, ne obrestujejo.
4.9. Uporabnik lahko ob uspešni verifikaciji in odprtju Plačilnega računa naroči debetno plačilno kartico
Paywiser MasterCard (»Paywiser kartica«). Za storitev izdaje Paywiser kartice veljajo dodatni pogoji, ki so
na voljo na spletni strani www.paywiser.com.
4.10. Za vsako dodatno storitev, ki ni urejena s temi Pogoji, lahko veljajo ločeni pogoji, ki so na voljo na spletnem
mestu www.paywiser.com.