MERCHANT TERMS AND CONDITIONS (PAYMENT FACILITATION SERVICES)

Last Updated: 2026.02.12

These Merchant Terms and Conditions (the "Terms") govern the provision of payment facilitation services by ZTLment ApS, trading as Complypay, CVR no. 41801298, with registered office at Linnésgade 20A, 2., 1361 Copenhagen K, Denmark ("Complypay"), to merchants that enter into an order form, application, or similar agreement with Complypay (each a "Merchant").

These Terms form an integral part of, and are incorporated by reference into, any order form executed between Complypay and a Merchant (each an "Order Form"). The Order Form constitutes the legally binding agreement between Complypay and the Merchant.

References to a "Party" mean Complypay or a Merchant, as applicable.

Key Terms and Definitions

Terms

These Merchant Terms and Conditions, including any schedules and Order Forms.

Card Scheme Rules

The rules, regulations, and operating requirements of Visa and Mastercard, as amended from time to time.

Chargeback

A transaction disputed by a cardholder and reversed under Card Scheme Rules.

Complypay

ZTLment ApS, acting as payment facilitator.

Merchant

A legal entity that has entered into an Order Form with Complypay.

Order Form

A document executed between Complypay and a Merchant setting out commercial terms, risk parameters, and payout conditions.

PCI DSS

The Payment Card Industry Data Security Standard.

Payment Facilitator

An entity authorised by a Sponsoring Acquirer to onboard and manage merchants under a PayFac model.

Sponsoring Acquirer

A licensed acquiring institution sponsoring Complypay and acting as acquirer of record for card transactions.

Transaction Laundering

Processing card transactions on behalf of a third party not approved under the applicable Order Form.

1. Background and Scope

1.1 Complypay provides payment facilitation services enabling Merchants to accept card payments, operating as a payment facilitator under the sponsorship of one or more Sponsoring Acquirers.

1.2 The Sponsoring Acquirer acts as the acquirer of record and principal customer with Visa and Mastercard for all card transactions processed under the applicable Order Form.

1.3 The Merchant contracts solely with Complypay for the provision of payment facilitation services. Acceptance of Visa and Mastercard payments is subject to the Card Scheme Rules and applicable acquirer requirements.

1.4 Complypay may engage one or more third-party technical service providers, including payment gateways, to facilitate transaction processing.

1.5 Complypay may add, remove, or replace Sponsoring Acquirers at any time without requiring an amendment to these Terms, provided that such change does not materially reduce the Merchant’s rights.

1.6 These Terms shall be read together with one or more Order Forms. In the event of any conflict, the order of precedence shall be:

(a) applicable Card Scheme Rules and acquirer requirements;
(b) the Order Form; and
(c) these Terms.

2. Compliance with Card Scheme Rules

2.1 The Merchant shall comply at all times with the Card Scheme Rules, which are incorporated into these Terms by reference.

2.2 The Merchant shall:

• Honor all valid Visa and Mastercard cards without discrimination;

• Obtain proper authorization for each transaction;

• Refrain from prohibited practices, including excessive surcharging, impermissible transaction limits, transaction laundering, or illegal or reputationally harmful activities;

• Display Visa and Mastercard acceptance marks in accordance with Card Scheme Rules; and

• Maintain compliance with PCI DSS and protect all cardholder data.

  
  

2.3 The Merchant shall not require cardholders to waive or limit their rights to dispute transactions or initiate chargebacks.

2.4 The Merchant acknowledges that Complypay may interpret and enforce Card Scheme Rules and acquirer requirements and agrees that Complypay’s reasonable interpretation shall be binding.

3. Settlement and Recovery

3.1 Settlements and balances reflected as payable to the Merchant are provisional and subject to adjustment for actual or anticipated refunds, Chargebacks, fraud losses, scheme assessments, monitoring program fees, fines, penalties, fees, and other liabilities arising under these Terms, the Card Scheme Rules, or applicable law. The Merchant acknowledges that settlements from the Sponsoring Acquirer are made net of refunds, Chargebacks, scheme fees, assessments, and other adjustments. Complypay shall not be required to advance funds to the Merchant prior to actual receipt of cleared settlement funds from the Sponsoring Acquirer.

3.2 If the Merchant owes, or is reasonably expected to owe, any amounts to Complypay under these Terms, whether or not the Merchant’s account reflects a negative balance, Complypay may, at its discretion:

1. withhold or delay payouts;

2. offset such amounts against current or future settlements;

3. apply any reserve, collateral, or security held;

4. debit the Merchant’s designated settlement account or any other bank account provided to Complypay;

5. and/or invoice the Merchant, payable within eight (8) days.

   
   

3.3 The Merchant irrevocably authorizes Complypay to initiate direct debit collections or other payment instructions from any bank account provided by the Merchant to recover amounts owed under these Terms and shall execute any mandate or documentation required to give effect to this authorization.

3.4 Complypay may set off any amounts owed by the Merchant under these Terms against any funds held for the benefit of the Merchant under any agreement between the Parties.

3.5 The Merchant acknowledges that it has no absolute right to payout of any positive balance where actual or anticipated liabilities exist.

3.6 Payouts shall be made in accordance with the payout schedule specified in the applicable Order Form, subject to the provisions of this Section 3.

4. Fees

4.1 Transaction fees and other applicable charges are set out in the applicable Order Form.

4.2 Scheme fines, Chargeback fees, assessments, compliance costs, or penalties imposed by Visa, Mastercard, any Sponsoring Acquirer, or regulators arising from the Merchant’s activity shall be passed through to the Merchant.

4.3 Fees shall be netted from settlements where possible; otherwise, Complypay may invoice the Merchant directly.

5. Merchant Obligations

The Merchant shall:

• Provide accurate and complete information during onboarding and promptly notify Complypay of any material changes;

• Process only genuine transactions for its own goods or services;

• Maintain accurate transaction records for at least twenty-four (24) months;

• Cooperate with Complypay in connection with disputes, Chargebacks, investigations, audits, and regulatory inquiries;

• Provide transaction-level data, delivery evidence, refund policies, and customer communications upon request; and

• Notify Complypay of any change in ownership, control, or business activities.

  
  

6. Prohibited Transactions

The Merchant shall not:

• Engage in illegal, fraudulent, or reputationally harmful activities;

• Submit transactions on behalf of third parties (Transaction Laundering);

• Accept payments for restricted or high-risk categories without Complypay’s prior written approval.

  
  

7. Chargebacks and Disputes

7.1 The Merchant is fully liable for all Chargebacks, refunds, retrieval requests, fraud losses, monitoring program fees, scheme assessments, and related costs arising from its transactions, whether or not the transaction was authorized.

7.2 Complypay may recover Chargeback amounts from settlements or invoice the Merchant.

7.3 The Merchant shall provide supporting documentation within Card Scheme deadlines.

7.4 Excessive Chargeback or fraud levels may result in Card Scheme monitoring programs, increased reserves, payout delays, additional controls, fines, suspension, or termination of the Merchant’s access to the services.

8. Confidentiality

8.1 Each Party shall keep confidential all non-public business, financial, or technical information received from the other Party, except where disclosure is required by law, regulation, Card Scheme Rules, or acquirer requirements.

8.2 Complypay may list the Merchant as a customer reference in marketing materials upon prior notice.

9. Term and Termination

9.1 These Terms apply from the date the Merchant accepts or enters into an Order Form.

9.2 Either Party may terminate the applicable Order Form upon thirty (30) days’ written notice, subject to any minimum term specified therein.

9.3 Complypay may suspend or terminate the Merchant’s access to the services and/or terminate the applicable Order Form immediately if:

• the Merchant breaches these Terms or Card Scheme Rules;

• excessive Chargebacks or fraud levels arise;

• prohibited or illegal activity is suspected;

• the Merchant is placed in a Card Scheme monitoring or high-risk program; or

• a Sponsoring Acquirer, a card scheme, or a regulator requires termination.

  
  

9.4 Termination shall not affect Complypay’s right to withhold, recover, debit, set off, or apply reserves in respect of amounts owed by the Merchant. All payment obligations, indemnities, and recovery rights survive termination.

9.5 If the Merchant becomes insolvent, enters bankruptcy, liquidation, restructuring, or similar proceedings, Complypay may immediately suspend payouts and apply held funds toward outstanding or anticipated liabilities.

10. Liability and Indemnity

10.1 The Merchant is liable for all Chargebacks, scheme fines, penalties, and assessments arising from its activity.

10.2 The Merchant indemnifies and holds harmless Complypay, its affiliates, directors, officers, employees, Sponsoring Acquirers, and Card Schemes against all losses, damages, fines, penalties, Chargebacks, fraud losses, monitoring program fees, costs, and expenses arising from:

1. the Merchant’s breach of these Terms, Card Scheme Rules, or applicable law;

2. the Merchant’s transactions; or

3. claims by cardholders or third parties relating to the Merchant’s goods or services.

   
   

11. Limitation of Liability

To the maximum extent permitted by law, Complypay shall not be liable for any indirect, incidental, or consequential losses. Complypay’s aggregate liability shall not exceed the total fees paid by the Merchant to Complypay during the three (3) months preceding the event giving rise to the claim.

12. Anti-Money Laundering and Compliance

12.1 The Merchant shall provide all KYC, ownership, and source-of-funds information required by Complypay.

12.2 Complypay may conduct AML, fraud, and compliance checks and may suspend, delay, or withhold settlement where required by law or risk considerations.

12.3 Suspicious activity may be reported to competent authorities without notice to the Merchant.

13. Risk Mitigation Measures

13.1 Complypay may, at its discretion and without prior notice where risk requires, impose reserves (rolling or fixed), payout delays, transaction limits, collateral requirements, enhanced monitoring, or other risk controls to cover actual or anticipated refunds, Chargebacks, fraud losses, scheme fines, penalties, or other liabilities.

13.2 Risk mitigation measures may be amended upon notice where required by Card Scheme Rules, acquirer requirements, regulatory obligations, or Complypay’s risk framework.

14. Governing Law

These Terms are governed by Danish law and subject to the exclusive jurisdiction of the Danish courts.

Annex: Reference Table (Non-Exhaustive)