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Merchant Agreement Definitions

April 30, 2024

DEFINITIONS. For all purposes of this Agreement, the terms below shall be interpreted as follows:

Affiliate: means any legal entity that: (i) is directly or indirectly controlled by either Party; (ii) controls, directly or indirectly, any of the Parties; (iii) is under common control with either Party; and/or (iv) is an affiliate, subsidiary, or in any way part of the same economic group as any of the Parties. 

Agreement: means this Merchant Agreement and all Schedules hereto.

Anticipation Fee: has the meaning attributed to it in Schedule A. 

Applicable Laws: means all applicable legislation, regulations and any and all directives, Payment Network Rules, Card Scheme Network and/or guidelines of any applicable regulatory or governmental authority relating (as applicable to the context) to each Party’s obligations under and/or pursuant to this Agreement or the business activities performed by the parties. Additionally, any law, rule, regulation, or any other related binding standard issued by competent Tax Authorities that imposes tax related obligations on taxpayers and/or other legally responsible parties.

Business Day: means any day other than (i) a Saturday or Sunday; (ii) a national holiday in the U.S., Singapore and Brazilian Territory and (iii) local holiday in the Country where Transactions are processed.

Chargeback: means when the Customer claims to his acquirer that the products and/or services purchased via credit card, debit card or e-wallets/digital wallets (or any other applicable alternative EBANX Payment Method) were not received or not requested at all or when the Transaction was not recognized by the Customer and therefore demands to be refunded for the payment or have the respective Transaction cancelled and not charged from the Customer.  

Confidential Information: means any information provided by one Party to the other, regardless of express notice during communications. It shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature.

Collection Agent: means the EBANX Group company that is in charge of providing the Collection Agent Service to the Processor in the Territory. In Brazil, the Processor is a Foreign Payment Processor (“eFX”). 

Collection Agent Service: means the service of collecting, ensuring compliance with local anti-fraud and anti-money laundering, as well as other regulatory standards under local law, transferring the monetary amount of the Transaction to the Processor, and then ensuring compliance, post-transfer, with international anti-fraud and anti-money laundering, as well as other regulatory standards under international treaties/conventions.

Customer: means a person situated in the Territory described in SCHEDULE A that makes purchases from Merchants through EBANX Payment Methods.

Customer ID: means the personal information used by the Processor on its systems to identify each Customer using EBANX Payment Methods.  

Dashboard: means the management interface tool with the Processor in which the Merchant will have full access, in real-time, to all the Transactions taking place, request Settlements, update Merchant’s Bank Account information, and register its authorized users. Also, it means the place whereby the Merchant will have access to the breakdown of all charges billed due to a forex operation. 

EBANX Group: means the companies that are part of the same economic group responsible for providing the cross-border payment services described in this Agreement.

EBANX Payment Methods: means the payment methods used by the Processor to provide the Payment Processing Services that constitute the scope of this Agreement. The EBANX Payment Methods may be disclosed at Merchant`s request by the Processor. 

Financial Institution: means a financial institution that possesses an issued and active license under the local law where Transactions are processed pursuant to this Agreement, with financial health to perform its services and under no material adverse effect that may suggest or result in the opposite.

Funds Advance Services: means the service provided by the Processor itself or through a third-party contractor according to the rules established by the Payment Means Market to the Merchant consisting of anticipating funds from Credit Card 1x and/or Payments in Installments Transactions from standard 30 (thirty) days and up to 360 (three hundred and sixty) days after the Transactions was confirmed to the term set out in the proposal and/or notified to Merchant.

FX Conversion Rate: means the prevailing currency exchange rate applied over the Transaction that the Processor may periodically communicate to the Merchant. This rate is subject to fluctuations and is therefore provided for informational purposes only. 

Integration Key: means a non-transferable, confidential key used to identify each of the Merchant’s websites.

Loss Given Default (LGD): means the percentage expected of financial loss related to Credit Risk, which may vary according to the among of Chargebacks reported by the Merchant, the type of service rendered, among other factors.

Merchant’s Bank Account: means the bank account at a Financial Institution in the country where the Merchant’s entity is registered and communicated to the Processor through the Dashboard. Such Financial Institution must be subject to regulations by its respective national financial supervisory authority or authorities. The Merchant’s Bank Account shall be pre-approved by the Processor according to anti-money laundering policies prior to any Settlement being paid.

Monthly Fixed Service Fee: has the meaning attributed to it in Schedule A. 

Monthly Limit: means the limit per Customer ID to which the Customer is entitled to spend per month using EBANX Payment Methods. This limit does not apply solely to the Transactions processed on the Merchant’s behalf. 

Net Transaction Value: means the sum of the Authorized Transactions minus the applicable Service Fee.

Onboarding: means the due diligence process performed by the Processor to screen a potential Merchant/Website to be eligible for the provision of EBANX Payment Processing Services. 

Payment Network Rules or Card Scheme Network: means any operating rules and regulations, releases, interpretations, and other requirements, other than Applicable Laws (whether contractual or otherwise) imposed or adopted by any payment card brand or other payment networks or related authorities. 

Payment Processing Service or Services: means the services to be provided by the Processor pursuant to this Agreement under which the Processor processes Transactions on behalf of the Merchant and/or any service provided by a company within the EBANX Group and regulated by this Agreement and/or together with other agreements signed between the Merchant and companies of the EBANX Group.

Pre-Onboarding: means the temporary (30 days) provision of EBANX Payment Processing Services prior to Onboarding.

Remittance: means any transfer of funds, by international wire transfer, from the Processor to the Merchant’s Bank Account previously informed on the Dashboard, either directly or by means of initial transfers of funds to other entities of the EBANX’ Group, which then execute the Settlement with the Merchant. 

Refund: means returns, reversals or adjustments due to Transactions pursuant to Payment Network Rules or Applicable Laws where the Customer is refunded with the value of all or part of the amount of a Transaction. Regarding Transactions processed in Brazil and according to the Applicable Laws from this Territory, the Processor shall comply with the Resolutions issued by the Brazilian Central Bank and any other foreign exchange regulatory framework in Brazil. 

Representative: means any director, officer, or employee of a Party or of its Affiliates.

Service Fee: means the total amount to be charged for the Payment Processing Services provided by the Processor as set on SCHEDULE A, including but not limited to the Fee per Transaction, Anticipation Fee, and FX Conversion Rate. 

Settlement: means the funds transferred to the Merchant, by international wire transfer, to the Merchant’s Bank Account previously informed on the Dashboard.

Tax: means all taxes, charges, fees, compulsory loans, social contributions, contribution for intervention in the economic domain, contribution to improvement, contributions of interest to professional or economic categories and other contributions or assessments made or collected by any governmental authority, including withholding at the source, payroll withholding, social security charges, contributions to social security, and any penalties, inflationary adjustments, accruals and fines thereon.

Tax Authorities: means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

Territory: means the countries where the Processor shall provide its Payment Processing Services, as selected by the Merchant on SCHEDULE A subject to Processor’s policies; 

TPV: means Merchant’s Total Processed Volume using the Services. 

Transaction: means the monetary consideration given by the Customer when purchasing a product or service offered by the Merchant using EBANX Payment Methods.