Paypercut Merchant Terms V1.4

1. Bevezetés

1.1 Parties.

These Merchant Terms and Conditions (“Agreement”) are between:

• Paypercut EOOD, a company incorporated in Bulgaria with company number 208256434 and registered office at Villa Rosa, Oborishte 22A, 1504 Sofia, Bulgaria (“Paypercut”, “we”, “us”, or “our”); and
• The entity or individual agreeing to these terms (“Merchant”, “you”).

By using the Paypercut platform or by clicking “Accept”, you enter into this Agreement with Paypercut.

1.2 Scope of This Agreement.

This Agreement governs your use of the Paypercut platform and all services that we provide directly, including:

• merchant onboarding facilitation,
• technical and integration services,
• the merchant dashboard,
• transaction routing and reporting tools,
• PCI-compliant checkout components,
• and any Buy Now, Pay Later (“BNPL”) or other commercial services that Paypercut provides or integrates.

This Agreement does not govern any regulated payment services. Regulated services are provided separately by one or more licensed payment service providers (“Principals”), and your relationship with each Principal is subject to the Principal’s own terms.

1.3 Regulated Services.

Paypercut is not a payment institution, electronic money institution, or card acquirer. We do not provide regulated payment services.

You may access regulated payment services only by entering into a separate agreement directly with a Principal. The Principal is solely responsible for those regulated services. Nothing in this Agreement creates a regulated services relationship between you and Paypercut.

1.4 Relationship Between the Parties.

Your relationship with Paypercut under this Agreement is limited to the services we provide. Nothing in this Agreement:

• makes us your agent except where explicitly stated,
• creates a partnership, joint venture, or fiduciary duty, or grants us authority to bind you in any manner other than as expressly permitted.

Where explicitly stated in this Agreement, you appoint Paypercut as your limited agent solely to:

• collect and transmit onboarding information to Principals,

1.5 Your Agreement With Principals.

You acknowledge and agree that:

• regulated payment services require a separate agreement with the relevant Principal;
• your ability to process transactions through our platform depends on your ongoing compliance with that Principal Agreement;
• Paypercut is not responsible for the Principal’s performance of regulated services; and
• if a Principal suspends or terminates your access to regulated services, we may need to suspend or limit your access to the platform.

1.6 Acceptance.

If you proceed to use the Paypercut platform, you confirm that:

• you have read and understood this Agreement;
• you are authorised to bind the Merchant;
• and you agree to comply with all obligations set out in this Agreement.

2. Definitions

In this Agreement, the following terms have the meanings set out below. Other capitalised terms are defined where they first appear.

“BNPL Services” Means Buy Now, Pay Later services available through the Paypercut platform, including (a) BNPL credit provided directly by Paypercut, and (b) BNPL products provided by independent third-party providers integrated into the platform.

“Business Day” A day other than a Saturday, Sunday, or public holiday in Bulgaria when banks are open for normal business.

“Customer” Any end user who purchases goods or services from the Merchant using payment methods, BNPL Services, or features made available through the Paypercut platform.

“Fees” All fees, charges, discounts, commissions, and costs payable by the Merchant to Paypercut, as set out in the applicable pricing schedule or otherwise agreed in writing.

“Merchant Data” Information, documentation, and content provided by the Merchant to Paypercut, including onboarding materials, business details, transaction information, and operational data.

“Partner” A third party engaged by Paypercut to support distribution, onboarding, technical services, BNPL, or other non-regulated services.

“Paypercut Services” All services provided by Paypercut under this Agreement, including onboarding facilitation, platform access, technical services, PCI-compliant components, operational support, BNPL Services (where applicable), and data services.

“Principal” A licensed payment institution, electronic money institution, or card acquirer authorised to provide regulated payment services to Merchants. Regulated services are provided to the Merchant exclusively under a separate direct agreement between the Merchant and each Principal.

“Principal Agreement” The separate agreement between the Merchant and a Principal governing regulated payment services. This Agreement does not form part of any Principal Agreement.

“Prohibited Activities” Activities that may not be carried out using the Paypercut platform, including, without limitation, unlawful activities, high-risk behaviour, violations of card scheme rules, or activities listed in Paypercut’s or any Principal’s prohibited products and services guidelines.

“Scheme Rules” The operating regulations, technical standards, and rules issued by card schemes such as Visa and Mastercard, including rules relating to acceptance, refunds, chargebacks, merchant category codes, and cardholder protection.

“Third-Party Providers” Independent service providers integrated into or connected with the Paypercut platform, including BNPL Providers, technical service providers, hosting providers, and other vendors.

3. Scope of Paypercut Services

3.1 Overview.

Paypercut provides a platform that enables Merchants to accept payments, manage transactions, and access optional features such as BNPL Services. Paypercut delivers technical, commercial, and operational services, but does not provide regulated payment services. Those are provided solely by Principals under separate agreements.

3.2 Onboarding Facilitation

3.2.1 Collection and Transmission of Information.

We collect onboarding information, identification documents, and business details from you and transmit them to the relevant Principal as your limited agent. This role is strictly limited to handling information and does not involve providing payment services.

3.2.2 Accuracy.

You must ensure that all information you provide is accurate, complete, and kept up to date. We may request updated documents at any time.

3.2.3 Principal Approval.

Your ability to use regulated payment services depends on approval by the Principal. We are not responsible for a Principal’s decision to approve, reject, suspend, or terminate your access to those services.

3.3 Platform and Technical Services

Paypercut provides you with access to a suite of technical services, which may include:

• hosted or embedded checkout solutions,
• PCI-compliant payment fields or tokenisation components,
• APIs, SDKs, and technical documentation,
• fraud tools or routing functions,
• reporting and reconciliation tools,
• the Merchant Dashboard for account management and data review.

We may update, modify, or enhance our platform at any time. We will endeavour to ensure continuity and avoid disruption where reasonably possible.

3.4 PCI DSS Compliance Support

Where we provide PCI-compliant checkout components or tokenisation solutions, we will maintain the required PCI DSS certifications for those components. You remain responsible for ensuring your own compliance with PCI DSS requirements that apply to your systems, operations, or handling of cardholder data outside of our protected environment.

3.5 BNPL Services

Paypercut may make BNPL Services available to you through two models:

3.5.1 Paypercut-Provided BNPL

Where Paypercut provides credit directly:

• The credit agreement is exclusively between Paypercut and the Customer. You must comply with operational requirements communicated by Paypercut.
• Settlement to you is made by Paypercut in accordance with this Agreement.
• You must notify us promptly of refunds, cancellations, fulfilment issues, or disputes.

3.5.2 Third-Party BNPL Providers

Third-party BNPL Providers may be integrated through the platform. For these:

• The Customer’s credit agreement is with the BNPL Provider.
• You must comply with any merchant-specific rules required by the BNPL Provider.
• Funds received by Paypercut from a BNPL Provider on your behalf constitute settlement to you.
• Paypercut does not guarantee approval of any Customer financing.

3.5.3 General BNPL Conditions

Regardless of the model:

• You remain responsible for fulfilment, delivery, refunds, and consumer protection compliance.
• You must not misrepresent BNPL options at checkout.
• We may suspend BNPL Services if required to manage fraud, credit, or operational risk.

3.6 Operational Support and Communication

Paypercut provides first-line support for:

• onboarding queries,
• technical issues,
• settlement questions,
• chargeback notifications and evidence collection,
• BNPL operational matters.

We may contact you in connection with operational or compliance updates, including matters that originate from a Principal.

3.7 What Paypercut Does Not Provide

Paypercut does not:

• perform regulated payment services,
• issue electronic money,
• act as an acquirer or payment processor,
• safeguard funds under PSD2/EMD,
• make credit decisions for third-party BNPL Providers,
• provide legal or tax advice.

Regulated services are exclusively provided by Principals under separate agreements. Nothing in this Agreement creates a regulated relationship between you and Paypercut.

4. Relationship with Principals and Regulated Services

4.1 Principal Agreements

To access regulated payment services (such as acquiring, processing, or safeguarding of funds), you must enter into a separate agreement directly with the relevant Principal (“Principal Agreement”). The Principal Agreement governs:

• the provision and use of regulated payment services;
• settlement timelines and safeguarding;
• card scheme compliance responsibilities assigned directly to you;
• chargeback rights and cardholder protections;
• all regulatory disclosures and obligations required by law.

4.2 No Regulated Services by Paypercut

Paypercut does not provide, and this Agreement does not cover:

• acquiring or processing of payments;
• execution of payment transactions;
• issuing or safeguarding of electronic money;
• card scheme membership or acquiring sponsorship;
• any activity classified as a regulated service under PSD2 or the Electronic Money Directive.

Any references to card acceptance, scheme rules, refunds, chargebacks, reserves, settlement, or operational processes are for commercial and operational clarity only and do not imply that Paypercut performs regulated services.

4.3 Reliance on Principal Approval

Your ability to accept payments through the Paypercut platform depends on ongoing approval by the Principal. You acknowledge that:

• the Principal may conduct due diligence and ongoing monitoring;
• the Principal may impose additional documentation, controls, or onboarding requirements;
• the Principal may suspend or terminate your access to regulated services at its discretion;
• we may need to suspend or restrict certain features of the platform if required by the Principal.

Paypercut is not liable for any decision made by a Principal.

4.4 Transmission of Information

You authorise Paypercut, acting as your limited agent, to:

• collect onboarding and KYC information from you;
• transmit that information to the Principal;
• receive requests or instructions from the Principal and relay them to you;
• transmit your responses or additional documentation back to the Principal.

4.5 Scheme Rules and Compliance Requirements

Although Paypercut is not a card acquirer or scheme member, you acknowledge that card scheme rules apply to your acceptance of card payments under the Principal Agreement. To support operational compliance:

• Paypercut may notify you of scheme-rule requirements communicated by the Principal;
• You must comply with any such requirements;
• You must not engage in activities prohibited under scheme rules, including excessive chargebacks, unapproved URLs, or prohibited MCC activities.

Where the Principal imposes obligations on Paypercut to support merchant compliance monitoring, Paypercut may implement additional controls or checks on your use of the platform.

4.6 Chargebacks and Financial Exposure

The right to raise, process, or resolve chargebacks belongs to the Principal and the card schemes. However, to manage operational and financial risk:

• Paypercut may notify you of chargebacks issued against your transactions;
• You must provide evidence or responses within the timelines communicated by Paypercut;
• Paypercut may deduct the cost of chargebacks, fees, penalties, or related assessments from Settlement Funds, Reserves, or other amounts owed to you;
• You remain fully liable for all chargebacks and any associated scheme or Principal fees.

This section governs the commercial handling of chargebacks, not the regulated dispute rights established under scheme rules.

4.7 Changes to Principals

Paypercut may work with multiple Principals over time. We may:

• change the Principal providing your regulated services;
• introduce additional Principals; or
• support migration from one Principal to another.

When this occurs:

• we will give you reasonable notice;
• you may be required to enter into a new Principal Agreement;
• your continued access to regulated services will depend on completion of any new onboarding.

Paypercut is not obliged to continue integrating with any particular Principal.

4.8 Conflicts Between Agreements

If there is a conflict between this Agreement, and any Principal Agreement, the Principal Agreement governs all matters relating to regulated payment services. This Agreement governs all commercial, technical, and operational matters relating to Paypercut Services.

5. Fees, Settlement and Reserves

5.1 Fees

5.1.1 Fee Structure

You agree to pay the Fees described in the applicable pricing schedule, order form, or other written agreement between you and Paypercut (“Fee Schedule”). The Fee Schedule forms part of this Agreement.

5.1.2 Changes to Fees

We may update Fees from time to time. If we make changes, we will provide at least 30 days’ notice unless a shorter period is required due to changes imposed by Principals, card schemes, or third-party providers. Your continued use of Paypercut Services after the notice period constitutes acceptance of the updated Fees. Where a Principal changes fees, scheme charges, or operational costs, Paypercut may pass through those changes.

5.5 Invoicing and Collection

If we are unable to deduct Fees, chargebacks, or any other amounts, we may issue an invoice payable within 10 Business Days. If you do not pay by the due date, we may:

• suspend your access to the Paypercut platform,
• pursue recovery through any legal means,
• or offset amounts against future Settlement Funds.

You agree to reimburse Paypercut for reasonable costs incurred in recovering overdue amounts.

5.6 Taxes

You are responsible for all taxes, duties, and charges arising from your use of Paypercut Services. Fees charged by Paypercut are exclusive of VAT unless stated otherwise. Where required by law, we will add VAT or other applicable taxes to our invoices or deductions.

6. Merchant Obligations

6.1 Use of the Platform

You must use the Paypercut platform only for lawful business purposes and in accordance with this Agreement, our documentation, and any instructions we provide. You are responsible for ensuring that anyone acting on your behalf complies with these requirements.

6.2 Accurate Information

You must provide accurate, complete, and current information during onboarding and throughout your use of the platform. This includes business registration details, ownership information, contact points, approved URLs, and settlement account details. You must promptly notify us of any changes, as these may require review or re-approval by Paypercut or the Principal.

6.3 Scheme Rules and Compliance

Your acceptance of payments is subject to card scheme rules. Although Paypercut is not a scheme member, these rules apply to you through the Principal. You agree to comply with all scheme requirements communicated to you, including approved URLs, processing restrictions, and dispute procedures.

If you breach scheme rules and the Principal or a scheme imposes penalties or assessments, you are responsible for those amounts. Paypercut may deduct them from Settlement Funds or invoice you.

6.4 PCI DSS and Security Requirements

You remain responsible for PCI DSS compliance to the extent it applies to your systems. Paypercut maintains PCI compliance only for the components we provide. You must keep your systems secure and notify us immediately of any security incident or breach involving Customer information.

You must:

• keep your website and systems secure and up to date;
• never store unencrypted cardholder data;
• not interfere with or modify Paypercut’s technical components;
• notify Paypercut immediately of any data breach or security incident affecting card data or Customer information.

Paypercut may suspend your access if we believe your systems pose a security risk.

6.5 Fulfilment, Customer Service, and Consumer Protection

You remain solely responsible for delivering goods and services to Customers, for handling refunds and cancellations, and for providing customer support. You must comply with all applicable consumer protection, e-commerce, and distance-selling laws. Customer complaints, fulfilment failures, or poor service levels may lead to chargebacks or regulatory action and may require us to review your continued use of the platform.

If fulfilment issues or complaints cause excessive chargebacks or regulatory risk, Paypercut may take action under Section 9 (Suspension & Termination).

6.6 Prohibited Activities

You must not use the platform for unlawful, deceptive, or high-risk activities, or for products or services that are prohibited under scheme rules, by the Principal, or by Paypercut. We may update these restrictions at any time. You may not use Paypercut Services for activities that:

• are illegal, deceptive, or harmful;
• involve prohibited or high-risk products or services;
• violate card scheme rules or Principal requirements;
• violate sanctions laws or export controls;
• involve selling goods or services without delivery or intent to deliver;
• are likely to generate excessive chargebacks or complaints;
• involve gambling, virtual currencies, adult content, weapons, or other restricted areas unless specifically approved.

Paypercut may update its prohibited activities list at any time.

6.7 Chargeback Cooperation

You agree to cooperate fully in the chargeback process by:

• providing evidence and responses within required deadlines,
• maintaining records necessary to contest disputes,
• ensuring refund and fulfilment policies are clear and accessible.

Failure to respond to a chargeback request may result in an automatic loss of the dispute, and Paypercut may deduct the associated costs.

6.8 Change of Business

You must notify us promptly if there is any change to your ownership or control, legal status, products or services, primary business activity, merchant category code, selling channels, trading names, or country of operation. You must also notify us if your business becomes subject to insolvency, restructuring, or enforcement proceedings. Such changes may require additional review or may affect your ability to continue using the platform.

6.9 Taxes

You are responsible for calculating, collecting, reporting, and paying all taxes arising from your activities. Paypercut is not responsible for determining your tax obligations or filing tax returns on your behalf.

6.10 Representations and Warranties

You represent and warrant that:

• you are duly organised and authorised to enter into this Agreement;
• all information provided to Paypercut is accurate and complete;
• you will comply with applicable laws and regulations;
• you will not use the platform in a manner that exposes Paypercut, any Principal, or Customers to harm or liability;
• you are not subject to sanctions, insolvency, or restrictions that would prevent lawful operation.

7. Data Protection and Privacy

7.1 Roles of the Parties

In providing their respective services, Paypercut and the Merchant act as independent data controllers within the meaning of the GDPR. Each party determines the purpose and means of processing personal data within its own environment. Nothing in this Agreement creates a joint-controller relationship unless expressly stated otherwise.

Paypercut does not act as a processor on behalf of the Merchant except where a specific service expressly requires it and is captured in a separate written addendum.

7.2 Compliance with Law

Each party must comply with all applicable data protection laws, including the GDPR and any national implementing legislation. You are responsible for ensuring that you have a lawful basis for processing Customer personal data and that your own privacy notices and Customer-facing disclosures accurately describe your processing activities.

7.3 Processing by Paypercut

Paypercut may process personal data to deliver the Paypercut Services, which includes:

• onboarding facilitation, including verifying your identity or business information;
• transmitting Merchant Data and Customer Data to Principals and BNPL Providers where necessary;
• providing platform access, fraud monitoring, reporting, and operational communications;
• improving, maintaining, and securing the platform; and
• complying with legal, regulatory, and card-scheme obligations.

Paypercut may also process aggregated or anonymised data to improve platform performance or develop new features, provided that such data cannot reasonably be used to identify you or any individual.

7.4 Sharing Data with Principals

To enable regulated payment services, Paypercut must share certain Merchant Data and Customer Data with the relevant Principal. This may include identification information, transactional data, URLs, product descriptions, bank account details, and any information the Principal requires for onboarding, risk assessment, compliance, or ongoing monitoring.

Once shared, the Principal acts as an independent controller and processes such data under its own terms and privacy notice. Paypercut is not responsible for the Principal’s processing of personal data.

7.5 Sharing Data with BNPL Providers and Third-Party Partners

Where you enable BNPL Services or other third-party integrations, Paypercut may share data with the relevant provider to facilitate credit assessments, underwriting, verification, fraud checks, and settlement. BNPL Providers act as independent controllers for the data they receive.

Paypercut may also share limited Merchant Data with authorised partners for operational purposes such as onboarding support, commission reconciliation, or technical service delivery. Any data shared in this context is restricted to what is reasonably necessary for the intended purpose.

7.6 Security Requirements

Each party must implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage. You must ensure that any third parties you engage to process Customer information also meet these obligations.

7.7 Data Incidents

If either party becomes aware of a data breach or security incident affecting personal data relevant to this Agreement, that party must notify the other without undue delay. Each party remains responsible for meeting its own legal obligations in connection with any breach, including regulatory reporting and communication with affected individuals where required.

Paypercut may temporarily suspend your access to the platform if we reasonably believe that your systems or practices present a security risk.

7.8 Privacy Notice

Paypercut’s Privacy Notice describes how we collect, use, and protect personal data. The current version is available at https://paypercut.co/privacy-policy/

You should review this regularly, as it forms part of the overall framework governing personal data processed in connection with the Paypercut Services.

7.9 Confidentiality

Each party may receive confidential information from the other, including commercial, technical, customer, or financial information. Each party must keep such information confidential and use it only for the purposes of performing this Agreement. Confidentiality obligations do not apply to information that becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law or court order.

These confidentiality obligations continue for two years after termination of this Agreement.

8. Availability, Support and Communication

8.1 Platform Availability

Paypercut aims to keep the platform available and functioning reliably. While we strive for continuity, availability may be affected by maintenance, upgrades, third-party service interruptions, or events outside our reasonable control. We do not guarantee uninterrupted or error-free operation, but we will take reasonable steps to minimise disruption.

8.2 Scheduled Maintenance

We may carry out planned maintenance from time to time. Where maintenance is likely to affect your use of the platform, we will give reasonable advance notice through the dashboard, email, or other appropriate channels.

8.3 Unplanned Outages

If an unexpected outage or technical fault occurs, we will work to restore service as soon as reasonably practicable. We may provide updates through status pages, email, or other communication methods. The availability of regulated payment services may also depend on the Principal or other third-party providers, and we are not responsible for outages originating from them.

8.4 Support Services

Paypercut provides support for onboarding, platform use, technical integration, settlement queries, chargeback notifications, BNPL operational matters, and general account questions. You may contact support using the channels we specify on our website or dashboard. We will aim to respond in a timely and professional manner.

Support for regulated payment services may require us to liaise with the relevant Principal. In such cases, our role is limited to facilitating communication, and we are not responsible for the Principal’s handling of regulated matters.

8.5 Operational Communication

We may contact you with operational updates, compliance reminders, data requests, and other instructions related to your use of the platform or to requirements imposed by Principals or card schemes. You must ensure that your contact details are accurate and that you monitor communication channels regularly.

Where the Principal requires certain information or action from you, we may relay that requirement. You must comply promptly, as failure to do so may affect your ability to use regulated payment services.

8.6 Complaints

If you have concerns or complaints about the Paypercut platform or services we provide directly, you should contact us using the support details we provide. We will review and respond as appropriate.

Complaints relating to regulated payment services are handled by the Principal in accordance with the Principal Agreement and applicable regulations. We may assist in forwarding such complaints or in communicating with the Principal, but we are not responsible for the Principal’s resolution of those issues.

9. Suspension and Termination

9.1 Suspension

Paypercut may suspend or restrict your access to the platform, in whole or in part, if we believe it is reasonably necessary to protect Customers, Paypercut, any Principal, or the integrity of the platform. Circumstances where suspension may occur include:

• a material breach of this Agreement;
• suspected or confirmed fraud, unlawful activity, or abuse;
• excessive chargebacks, disputes, or fraud ratios;
• security concerns related to your systems or data handling practices;
• failure to provide required information or documentation;
• instructions from a Principal, card scheme, law enforcement, or regulatory authority;
• significant complaints or fulfilment issues affecting Customers.

We will notify you of any suspension where legally permitted and will restore access once the underlying issue is resolved to our satisfaction.

9.2 Suspension Triggered by a Principal

If a Principal suspends or restricts your access to regulated payment services, Paypercut may need to suspend related parts of the platform. We are not responsible for decisions made by the Principal, nor for any resulting losses or interruptions to your business.

9.3 Termination by Either Party

Either party may terminate this Agreement at any time by giving written notice. Termination does not affect any obligations that have accrued before the termination date.

9.4 Termination for Cause

Paypercut may terminate this Agreement immediately if:

• you commit a material breach that cannot be remedied, or that you fail to remedy within a reasonable time after receiving notice;
• your business presents unacceptable financial, operational, compliance, or reputational risk;
• you become insolvent, enter liquidation, or cease trading;
• you provide false, misleading, or incomplete information;
• a Principal permanently withdraws your access to regulated payment services;
• you engage in prohibited activities or violate scheme rules;
• your chargeback or fraud levels exceed acceptable thresholds.

Where permitted, we may provide notice explaining the reason for termination.

9.5 Effect of Termination

When this Agreement ends:

• your access to the Paypercut platform will be disabled;
• any Principal Agreements governing regulated payment services may also end or be suspended, subject to the Principal’s decision;
• your outstanding Fees, chargebacks, refunds, penalties, and any other amounts owed become immediately due;

Termination does not limit Paypercut’s right to recover any amounts owed or to enforce any rights that survive termination.

9.6 Survival

The following sections remain in effect after termination: Data Protection and Privacy, Confidentiality, Fees and Settlement, Reserves, Indemnity, Liability (when drafted), Governing Law, and any other provisions intended to survive termination.

10. Prohibited Activities

10.1 General Restrictions

You may not use the Paypercut platform for any activity that is unlawful, misleading, deceptive, harmful, or otherwise inconsistent with this Agreement. You must ensure that your business practices and products comply with applicable laws, card scheme rules, and the requirements of any Principal.

10.2 Prohibited and High-Risk Activities

You may not use the platform to accept payments for goods or services that are prohibited under card scheme rules, by any Principal, or by Paypercut. This includes activities that carry high levels of chargebacks, fraud, regulatory scrutiny, or reputational risk.

Prohibited activities include, but are not limited to:

• unlawful products or services;
• sales made without intent or ability to deliver;
• transaction laundering or processing for third parties;
• products or services that violate intellectual property rights;
• deceptive or unfair commercial practices;
• activities involving sanctions violations or embargoed jurisdictions;
• any product or service prohibited by the Principal or by applicable scheme rules.

We may publish or update a list of prohibited or restricted categories from time to time. Your continued use of the platform requires compliance with the most recent version of that list.

10.3 Scheme and Principal Restrictions

If a Principal or card scheme imposes specific restrictions, requirements, or prohibitions on your business category, you must comply immediately. Paypercut may modify, limit, or suspend your access to the platform to comply with such obligations.

10.4 Fraudulent or Abusive Activity

You must not engage in fraudulent, abusive, or irregular activity, including attempts to manipulate transaction routing, evade chargeback monitoring, process fictitious transactions, artificially inflate sales volume, or circumvent onboarding or compliance checks.

If we believe your activity presents an immediate risk, we may take action under Section 9, including suspension or termination.

10.5 Right to Restrict or Remove

Paypercut may restrict or remove your access to the platform if we reasonably believe that your activity:

• poses financial, operational, or regulatory risk;
• may result in excessive chargebacks, fraud, or scheme assessments;
• may cause harm to Customers, Paypercut, any Principal, or any third-party provider.

Where possible, we will notify you of the reason for the restriction, but we may act without notice if required to protect the platform or comply with legal or regulatory instructions.

11. Indemnity

11.1 Merchant Indemnity

You will indemnify and hold harmless Paypercut, its directors, employees, affiliates, and service providers from and against any losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable legal fees) arising from or related to:

• your breach of this Agreement or of any applicable law, scheme rule, or Principal requirement;
• your use of the platform in a manner that is unlawful, fraudulent, negligent, or otherwise harmful;
• any claim brought by a Customer or third party relating to your goods, services, fulfilment, marketing, customer support, pricing, policies, or business practices;
• any transaction, including chargebacks, refunds, disputes, or adjustments resulting from your actions or omissions;
• inaccurate, incomplete, or misleading information provided during onboarding or throughout your use of the platform;
• any security incident, data breach, or failure to comply with PCI DSS obligations on your systems;
• any penalties, scheme assessments, or regulatory charges arising from your conduct or from transactions submitted by you.

11.2 Indemnity for Principal and Scheme Charges

If a Principal, card scheme, or regulator imposes any fees, assessments, penalties, or liabilities connected with your activity, you are responsible for those amounts. Paypercut may deduct these amounts from Settlement Funds or any Reserve, or invoice you directly.

11.3 Indemnity Procedure

If we receive a claim or notice that may fall within this indemnity, we will notify you where reasonably possible. We may defend the claim ourselves or require you to assist in the defence. You must provide reasonable cooperation and information upon request. Paypercut may settle any claim where it is reasonable to do so, and your indemnity extends to the settlement amount unless the claim arises from Paypercut’s own breach or misconduct.

11.4 No Limitation for Fraud or Lawful Deductions

Your indemnity obligations are not limited by any cap on liability that may appear elsewhere in this Agreement, where the loss arises from fraud, wilful misconduct, chargebacks, scheme penalties, or other amounts that Paypercut is required to pay to third parties because of your activity.

12. Limitation of Liability

12.1 Exclusion of Indirect Losses

To the maximum extent permitted by law, Paypercut is not liable to you for any indirect, consequential, special, punitive, or exemplary losses, or for any loss of profit, revenue, goodwill, anticipated savings, business interruption, or loss of data, whether arising in contract, tort, negligence, or otherwise.

12.2 Cap on Direct Losses

Paypercut’s total aggregate liability to you for all claims arising out of or in connection with this Agreement will not exceed the total Fees paid by you to Paypercut in the twelve (12) months immediately preceding the event giving rise to the liability.

If the Agreement has been in effect for less than twelve months, the cap will be the Fees paid during the period in which the platform was used.

12.3 Exceptions

Nothing in this Agreement excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded under applicable law.

Except for these mandatory exceptions, the limitations in this Section apply to all claims, regardless of cause or theory of liability.

12.4 No Liability for Principal Services

Paypercut is not responsible for the acts or omissions of any Principal or third-party provider, or for any loss arising from the provision, suspension, or withdrawal of regulated payment services. Those services are governed exclusively by your Principal Agreement(s).

12.5 Platform-Only Responsibility

Paypercut provides technical and operational services only. We are not liable for any loss arising from:

• decisions made by Principals, card schemes, regulators, or law enforcement;
• chargebacks, scheme assessments, or penalties;
• your breach of scheme rules, Principal requirements, or applicable law;
• delays or failures caused by third-party services or networks outside our control;
• the accuracy, fulfilment, or legality of your goods or services;
• Customer disputes, complaints, or claims.

12.6 Apportionment of Risk

You acknowledge that the Fees charged by Paypercut reflect the allocation of risk set out in this Section. Without these limitations, Paypercut would be unable to provide the platform on the terms offered.

13. Force Majeure

13.1 Circumstances Beyond a Party’s Control

Neither party will be responsible for any delay or failure to perform its obligations under this Agreement to the extent caused by events or circumstances beyond its reasonable control. These may include natural disasters, acts of government, labour disputes, war, terrorism, civil unrest, service interruptions by third-party providers, power or network failures, pandemics, or other events of a similar nature.

13.2 Notice and Mitigation

The affected party must take reasonable steps to minimise the impact of the event and, where possible, notify the other party promptly. Once the event has ended, the affected party must resume performance of its obligations as soon as reasonably practicable.

13.3 Excluded Obligations

Force majeure does not excuse your obligation to pay Fees, repay negative balances, fund a Reserve, or satisfy any liabilities owed under this Agreement that relate to past activity.

14. Intellectual Property

14.1 Ownership

The Paypercut platform, including its software, APIs, documentation, designs, trademarks, and all related materials, is owned by Paypercut or its licensors. Except for the limited rights granted in this Agreement, no rights or interest in the platform or its intellectual property are transferred to you.

14.2 Licence to Use the Platform

Paypercut grants you a limited, non-exclusive, non-transferable, and revocable licence to access and use the platform solely for your internal business purposes and strictly in accordance with this Agreement. This licence ends immediately upon termination of this Agreement.

14.3 Restrictions

You may not:

• copy, modify, adapt, translate, or create derivative works of the platform;
• reverse engineer, decompile, disassemble, or attempt to derive source code (except where permitted by law);
• use the platform for any competitive analysis or to build a competing service;
• remove or alter any proprietary notices or branding;
• use the platform in a way that interferes with its proper operation or security.

If you access our APIs, you must do so only through methods and integrations permitted by Paypercut.

14.4 Feedback

If you provide feedback, suggestions, or ideas relating to the platform, Paypercut may use them without obligation or restriction. You acknowledge that any such feedback is provided voluntarily and without expectation of compensation.

15. Assignment

15.1 Assignment by the Merchant

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without Paypercut’s prior written consent. Any attempted assignment without consent has no effect.

15.2 Assignment by Paypercut

Paypercut may assign or transfer its rights or obligations under this Agreement to:

• an affiliate within the Paypercut group,
• a successor entity in connection with a merger, acquisition, or corporate reorganisation, or
• another service provider engaged to support the delivery of the Paypercut Services.

Where such a transfer materially affects the way you receive the Paypercut Services, we will notify you in advance.

15.3 No Assignment of Principal Agreements

Nothing in this Agreement allows you to assign or transfer your Principal Agreement(s) or any regulated payment service rights without the Principal’s approval. The Principal Agreement remains separate and is governed by the terms set by the relevant Principal.

15.4 Effect of Assignment

Any permitted assignment or transfer under this Section will bind and benefit the parties’ respective successors and permitted assigns.

16. Governing Law and Jurisdiction

16.1 Governing Law

This Agreement is governed by the laws of the Republic of Bulgaria, without regard to conflict-of-law principles.

16.2 Jurisdiction

Any disputes arising out of or in connection with this Agreement will be resolved exclusively by the courts of Bulgaria. Nothing prevents Paypercut from seeking injunctive or equitable relief in any jurisdiction where such relief is required.

17. Updates to Terms

17.1 Changes to this Agreement

We may update or amend this Agreement from time to time. When we make changes, we will provide notice through the dashboard, email, or another reasonable method.

17.2 Notice Period

Unless a shorter period is required due to legal, regulatory, or operational requirements, updated terms will take effect 30 days after notice is provided.

17.3 Continued Use

Your continued use of the Paypercut platform after the effective date of updated terms constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the platform.

18. Third Party Providers

18.1 Use of Third-Party Services

Paypercut may engage third-party service providers, including Principals, BNPL Providers, hosting partners, technology vendors, and compliance support tools, in order to deliver the Paypercut Services.

18.2 No Liability for Third-Party Failures

We are not responsible for interruptions or failures caused by third-party services we do not control, including services provided by Principals or card schemes. However, we will take reasonable steps to manage our third-party relationships and minimise disruption.

18.3 Third-Party Terms

Certain features may require you to accept terms from a third-party provider. Where this is required, your use of those features is conditional upon accepting and complying with the applicable third-party terms.

19. Merchant Content License

19.1 Licence to Paypercut

You grant Paypercut a non-exclusive, royalty-free, transferable licence to use your trademarks, logos, product descriptions, and other content you provide (“Merchant Content”) solely for the purpose of delivering and supporting the Paypercut Services. This includes using Merchant Content:

• in the Merchant Dashboard;
• within checkout or payment flows;
• for customer support and operational purposes; and
• in internal materials related to service delivery.

19.2 Limitations

We will not use your branding for public marketing without your consent. Upon termination of this Agreement, we will stop using your Merchant Content except where retention is required for legal or operational reasons.

20. Entire Agreement

This Agreement constitutes the entire agreement between you and Paypercut regarding the Paypercut Services. It supersedes all prior understandings, agreements, or representations relating to the same subject matter.

Your regulated payment services are governed separately under each Principal Agreement. Nothing in this Agreement modifies or replaces those agreements.

21. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions will continue in full force. The invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

22. No Partnership; Agency

22.1 No Partnership or Joint Venture

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or fiduciary relationship between the parties.

22.2 Merchant’s Responsibility

You remain solely responsible for your acts, omissions, employees, and contractors. Paypercut is not responsible for your business operations.

23. Miscellaneous

23.1 Waiver

Failure by either party to enforce any part of this Agreement does not constitute a waiver of future enforcement.

23.2 Notices

Notices from Paypercut may be delivered through the dashboard, email, or other reasonable methods. Notices from you must be sent to the contact details specified by Paypercut.

23.3 Interpretation

Headings are for convenience only and do not affect interpretation. References to “including” mean “including but not limited to.”

23.4 Language

This Agreement is drafted and executed in English, which prevails over any translated version provided for convenience.

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