Subject of the General Terms and Conditions

1.1 ChronoPay agrees to setup for Merchant a payment gateway with the third party provider according to parties' previous verbal agreement.

1.2 ChronoPay agrees with effect from the Commencement Date to provide the Services to Merchant. The Services will consist of acquiring and processing Transactions which will be transmitted by Merchant to the ChronoPay Platform via the Software. The exact scope of the Service, payment details and fees are detailed in the Service Description that is part of the Agreement.

1.3 In the event of a conflict between any provision of this Agreement and any Schedule, the provisions of the Agreement shall prevail.

2. Installation of Services

2.1 As from the Commencement Date Merchant will be entitled to pass initial registration procedure by inserting his essential data for fulfilment of ChronoPay's and Merchants engagements originated from the present Agreement to ChronoPay's administrative interface according to instruction given to Merchant by ChronoPay representative.

2.2 After the initial setup procedure described in Article 2.1 completed Merchant has to establish a calling of ChronoPay's processing system by implementing of the required form provided by ChronoPay's representative and notify ChronoPay. When the necessary steps for testing purposes have been completed Merchant has to notify ChronoPay's representative to initialize testing procedure. After such notification Merchant will be able to test the Services against the Service Description within 3 working days.

2.3 Merchant shall be deemed to have accepted the Services by the end of the testing period as mentioned in article 2.2, or as much earlier as Merchant informs ChronoPay of such acceptance. After the testing period, or after receipt of the notification of acceptance, ChronoPay shall start providing the Services.

2.4 All costs for the installation of Services shall be borne by Merchant as specified in the merchant agreement

3. Services

3.1 ChronoPay will send an Authorisation code to Merchant if it receives Authorisation for a particular Transaction. Merchant shall record such Authorisation code on the Transaction receipt provided to the Customer.

3.2 Neither the granting of an Authorisation, nor the Capture following such Authorisation, nor the Transfer can be regarded as an assurance of that Transaction's validity. Any Transaction may be subject to a Chargeback or a refund at a later date.

3.3 Merchant is solely responsible for the accuracy of any Transaction data sent to the ChronoPay Platform. ChronoPay merely acts on Merchant's behalf in obtaining Authorisation from the Acquirer.

3.4 If agreed upon in the Service Description, ChronoPay will send an Access Code to Customer by e-mail as soon as ChronoPay has received an Authorisation for a particular Transaction.

3.5 ChronoPay is entitled to amend the Service Description at any time. ChronoPay shall notify Merchant of upcoming amendments by e-mail or by posting the amendments on the Website. An amendment shall take effect after 30 days of the notice or on such other date as is specified in the notice.

3.6 If Merchant does not wish to accept the altered Service Description, it has the right to terminate this Agreement as from the date on which the altered Service Description shall take effect.

4. ChronoPay's responsibilities

4.1 ChronoPay will provide the Services with due care in a professional manner. ChronoPay does not warrant that the Services will be available uninterrupted and at all times. In particular, ChronoPay can have no responsibility nor will it provide any warranty for or have any liability whatsoever for the non-availability of the Services due to the malfunction of telecommunication services, telecommunications infrastructures and/or the internet.

4.2 In case the Services are not available due to a failure of the ChronoPay Platform, ChronoPay will use its best efforts to solve the problems within a reasonable period of time. It will however provide no warranty as to the period within which the problems will be solved.

4.3 ChronoPay processes and, if applicable, acquires Transactions through the ChronoPay Platform in accordance with the Card Issuers rules and regulations as specified in the Service Description.

5. Merchant's responsibilities

5.1 Merchant hereby authorises and grants an irrevocable power of attorney to ChronoPay, with full power of substitution, to act on behalf of Merchant during the term of this Agreement to the extent necessary to render the Services and to carry out this Agreement, including but not limited to seeking Authorisation, receiving proceeds of Transactions and providing Access Codes to Customers. Merchant hereby covenants and agrees to indemnify and to hold harmless ChronoPay from and against any liability ChronoPay might incur for any steps taken by it in connection with this power of attorney.

5.2 Merchant shall always provide ChronoPay in good time with any data or information necessary to provide the Services. In the event that the data necessary to provide the Services are not at ChronoPay's disposal, ChronoPay shall in any event be entitled to suspend the Services and to charge the expenses thereby incurred to Merchant.

5.3 Merchant shall be responsible for the (use of) hardware and software which is necessary to obtain access to the ChronoPay Platform.

5.4 Merchant warrants that it is legally authorized and has obtained all necessary regulatory approvals to offer goods and services and that it complies with all applicable laws and regulations.

5.5 Merchant will be solely responsible for performing and delivering, in a manner consistent with good industry practice, all its services and products to Customer.

5.6 Merchant will indemnify and hold ChronoPay harmless from any claim or demand by any third party in respect of liability, loss, damage or costs resulting arising out of or in connection with the goods or services offered by Merchant.

5.7 Merchant will use its best efforts to avoid or minimize chargeback's. Merchant shall have the obligation to daily monitor its chargeback performance and will immediately report to ChronoPay in case it wishes to dispute a chargeback.

5.8 Merchant shall refrain from making unauthorised use of the Services and shall act and behave in a manner which ChronoPay is reasonably entitled to expect from a professional Merchant. In particular Merchant shall:

• inform ChronoPay and keep ChronoPay informed of every information that may be relevant for the provisions of Services, including a change in the goods or services offered to Customers (also for change of Merchant's terms and conditions)
• display Credit Card and/or Card Issuer logo's on every website operated by Merchant in accordance with the requirements specified by ChronoPay or Card Issuer;
• inform Customers of the security measures that have been implemented to protect the Credit Card against any unauthorized use;
• refrain form offering goods or services that are prohibited by either ChronoPay or the Card Issuer. The most up-to-date overview of such prohibited goods and services can be found on the Website. ChronoPay or the Card Issuer may amend the aforementioned overview from time to time;
• refrain from offering goods or services that infringe any third party intellectual property right;
• refrain from offering any goods or services that ChronoPay, at its sole discretion, considers otherwise unlawful, harmful or contrary to good faith and morals;
• implement security measures to protect the Credit Card against any unauthorized use;
• refrain from sending unsolicited e-mail ("spam");
• obey all instructions, rules and regulations given by the Acquirer, the Card Issuer and/or ChronoPay regarding the use of the Services.

6. Suspension of Services

6.1 Without prejudice to its other rights, ChronoPay reserves the right to restrict or suspend the Services or to terminate the Agreement, without being obliged to pay any costs or damages if Merchant acts in contravention of article 5.8.

6.2 ChronoPay reserves the right to restrict or suspend the Services or to terminate the Agreement, without being obliged to pay any costs or damages, if the number of Chargeback's and refunds exceed a limit that ChronoPay at its sole discretion considers unreasonable.

6.3 ChronoPay reserves the right to restrict or suspend the processing of (a particular) Transaction(s), or to terminate the agreement without being obliged to pay any costs or damages if ChronoPay:

• has any reasonable suspicion of fraudulent activity or malpractice by Customer or its Credit Card involved;
• cannot provide the Services any longer due to an amendment of laws or regulations;
• cannot provide the Services any longer due suspension of services by the Acquirer, other service provider, partner or vendor of Chronopay;
• determines that the relationship is no longer beneficial;
• cannot provide the Services due to technical problems of it's equipment or network.

7. Merchant Customer support

7.1 Merchant will be responsible for any support to Customers, including responding to inquiries, complaint handling and questions relating to the Access Code.

7.2 If agreed upon in the Service Description, ChronoPay shall give all reasonable efforts to handle Customer support questions directed to ChronoPay. ChronoPay may at its sole discretion forward Customer support questions to Merchant if such questions cannot be settled by ChronoPay.

7.3 Merchant shall pay any and all fees imposed by ChronoPay for providing Customer support.

8. Fees

8.1 The fees due by Merchant are equal to a percentage of Merchant's total Transaction volume. The amounts and percentages, as well as Chargeback and refund fees are detailed in the Service Description.

8.2 All fees shall be exclusive of VAT and other levies imposed by the authorities.

8.3 Merchant agrees that ChronoPay is authorised to set-off ChronoPay's fees against the proceeds of a Transaction. If the Acquirer charges any Chargeback's or refunds, ChronoPay shall charge the Merchant accordingly.

8.4 If at any time the proceeds of a Transaction are not sufficient to compensate the fees due, ChronoPay will notify Merchant in which case Merchant shall be obliged to remit payment of the full amount indicated in the statement.

8.5 Services that fall outside the scope of the Service Description will be regarded as additional work and Merchant shall pay any and all fees imposed by ChronoPay for providing such additional services.

9. Terms of Payment

9.1 Merchant must provide ChronoPay with sufficient bank details and wire transfer information for proper payment execution.

10. Software

10.1 Merchant shall be responsible for the installation, management, internal control, and implementation of the Software. ChronoPay recommends as part of the implementation of the Software that Merchant operates the Software in parallel with Merchant's existing systems and procedures.

10.2 Merchant shall obtain a non-exclusive and non-transferable right to use the Software for the duration and in connection with this Agreement only.

10.3 ChronoPay is not liable for damage that occurs as a result of or in connection with use of the Software. ChronoPay does not warrant that the Software will work without interruption or errors or that all errors will be remedied.

10.4 Merchant agrees that it will not, and will not authorise others to, reverse compile, reverse assemble, reverse engineer or otherwise attempt to create or to use the source code of the Software for any other purpose other then intended for under this Agreement. Merchant agrees that it will not, and will not permit others to remove or modify any copyright, patent, or other proprietary labels or markings on the Software provided by ChronoPay.

11. Intellectual property rights

11.1 All intellectual or industrial property rights to the Software, the ChronoPay Platform, (results of) the Services and other materials developed or provided under this Agreement such as analyses, designs, documentation, reports, offers and any preparatory materials belonging thereto, shall solely be held by ChronoPay or its licensors.

11.2 In the event that a collection of works, data or any other independent elements of information provided by Merchant under this Agreement are systematically or methodically structured due to ChronoPay's substantial investment, as a result of which a (changed) database comes into existence, the copyrights, database rights and comparable rights therein shall solely be held by ChronoPay.

11.3 To the extent necessary, the Merchant herewith transfers these rights to ChronoPay and ChronoPay herewith hereby accepts such transfer promptly upon these rights coming into existence.

11.4 Insofar as a further deed should be required for the transfer of such rights, Merchant irrevocably authorises ChronoPay now for then to have such a deed drawn up and sign it on behalf of Merchant, without prejudice to the obligation of Merchant to lend its co-operation to the transfer of such rights at the first request of ChronoPay, without being able to set conditions. Merchant hereby irrevocably authorises ChronoPay to have the intellectual property rights registered in the appropriate registers.

12. Time and termination

12.1 This Agreement shall become effective on the Commencement Date and shall continue for an initial period of 12 months.

12.2 This Agreement shall be automatically renewed by subsequent periods of either 12 or 24 months (as specified in the Service Description(Contract duration)) each, unless terminated by either party upon prior written notice period of 3 months prior to the end of such period.

12.3 Either party may terminate the Agreement effective immediately, without notice to the other party and without being obliged to pay any costs or damages, if the other party files for bankruptcy or is declared bankrupt, if the other party applies for suspension of payments or is granted a suspension of payments, or when the other party is placed under guardianship or put under administration.

13. Liability

13.1 ChronoPay's aggregate cumulative liability, whether in contract or tort or otherwise, for direct damages arising out of the Agreement during each period of 12 or 24 months (as specified in the Service Description(Contract duration)) starting on the Effective Date, will not exceed the total amount of fees paid to ChronoPay by Merchant in that period.

13.2 ChronoPay shall under no circumstance be liable to Merchant for any indirect or consequential loss or damages, and without limitation, loss of business or profits arising from negligence, performance or default in the performance of the Agreement.

13.3 Merchant will indemnify and hold ChronoPay harmless from any claim or demand by third parties, including Customers, in respect of liability, loss, damage and costs resulting from any breach of the Agreement and/or use of the Services.

13.4 ChronoPay shall under no circumstances be liable to the Merchant for any damages, arising from negligence, performance or default by the Acquiring Bank in the execution of the agreement between the Acquiring Bank and Merchant including the payments of Acquirng Bank to the Merchant.

13.5 ChronoPay reserves the right to charge the Merchant for all penalties and costs issued by Visa and/or Mastercard as a result of exceeding maximum chargeback limits or other non compliances with Visa and/or Mastercard rules.

14 Force majeure

14.1 ChronoPay shall not be bound to meet any obligation if prevented from doing so as a consequence of force majeure, including but not limited to any failure in the performance of an obligation of any supplier of ChronoPay, fire, measures taken or imposed by any government or any other event beyond the control of ChronoPay. ChronoPay will use reasonable efforts, under the circumstances, to immediately notify Merchant of the circumstances causing the delay and to resume performance as soon as possible.

14.2 If a situation of force majeure has lasted for more than 2 months, both ChronoPay and Merchant shall have the right to terminate the Agreement in writing.

15. Privacy

15.1 Merchant shall indemnify ChronoPay, except in case of intent or gross negligence on the part of ChronoPay, from and against all claims that may be filed against ChronoPay due to a violation of statutory terms, contractual arrangements, codes of conduct or similar instruments for keeping personal data or of the provisions prescribed by or pursuant to the law and regulations on personal data protection.

16. Confidentiality

16.1 Each of the Parties shall keep the Confidential Information confidential unless:

• the Confidential Information was already made public, or became lawfully known to that party independently;
• the Confidential Information is in, or comes into, the public domain other than due to wrongful use or disclosure by that party;
• disclosure is required by law to any government, government department, agency, regulatory or fiscal body or authority and their authorised agents and professional advisers.

16.2 Each party shall procure that its employees, agents and sub-contractors comply with this article.

17 Independent contractor

17.1 The Agreement is not intended to and shall not be interpreted to create a joint venture or partnership or formal business entity of any kind between or among ChronoPay and Merchant. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose and neither Party shall have any authority to bind the other Party.

17.2 ChronoPay shall not become a party to the contractual relationship between Merchant and Customer and will have no direct or implied relationship with a Customer.

18. Miscellaneous

18.1 The applicability of general or specific conditions of Merchant or any third party is expressly rejected by ChronoPay. Stipulations which differ from this Agreement shall apply only as far as they have been agreed upon by the parties in writing.

18.2 Merchant shall not have the right to transfer or assign its rights and obligations, in part or in whole, as laid down in this Agreement made between ChronoPay and Merchant, unless Merchant has obtained prior written approval from ChronoPay.

18.3 If any provision of the Agreement shall be held to be void, illegal, unenforceable, or in conflict with any applicable law, the validity of the remaining portions or provisions shall not be affected thereby. Notwithstanding the provisions of the foregoing sentence, the rights or obligations of either party hereunder shall be subject to good faith re negotiation between the parties within the limits set by law.

18.4 Each party will be entitled to use the other party's name and trade marks subject to the prior written approval of that material by the other party which approval shall not be unreasonably be withheld.

18.5 The laws of the Netherlands shall exclusively apply to the Agreement and any other relation between ChronoPay and Merchant. Any dispute arising out of the Agreement shall be exclusively submitted to the competent court in Amsterdam.

18.6 Any claim, for whatever reason, Merchant may have against ChronoPay shall lapse two months after Merchant was aware or should in fairness have been aware of this claim.

18.7 Termination of the Agreement explicitly does not release ChronoPay and Merchant from those obligations which, by their nature, are intended to remain in effect, including the provisions with respect to intellectual property, confidentiality, liability, applicable law and dispute resolution.

18.8 This Agreement constitutes the entire understanding between Parties with respect to the subject matter of the Agreement and replaces and supersedes any prior verbal understandings, written communications or representations.