Legal PSP Disclosure Form

Legal PSP Disclosure Form

This Legal PSP Disclosure Form (the "Disclosure") is entered into as of Date: by and between Payment Service Provider Name: with principal place of business at ("PSP"), and Client Name: with principal place of business at ("Client"). The PSP and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, PSP provides payment processing, settlement, and related payment facilitation services, including merchant acquiring, routing, and reporting (the "Services"); and

WHEREAS, Client desires to engage PSP to provide the Services and requires written disclosure of PSP's material practices, third-party relationships, fees, data processing activities, and risk management procedures to permit Client to evaluate regulatory, compliance, and operational risks; and

WHEREAS, the Parties intend for this Disclosure to set forth the PSP's material disclosures and the Parties' respective acknowledgements in connection with the Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Disclosure shall have the meanings set forth in the operative Services Agreement between the Parties. For purposes of this Disclosure, "Disclosed Fees" means all fees, charges, reserve requirements, and other amounts that PSP will assess directly or through third parties in connection with the Services.

2. SERVICES

PSP shall provide the Services described below. The Parties acknowledge that the scope of Services and any functional limitations will be set forth in the Services Agreement; the following description summarizes material functions and limits.

3. FEES, SETTLEMENT, AND RESERVES

PSP discloses the material fees and settlement practices applicable to Client, including processing rates, per-transaction fees, chargeback fees, rolling or fixed reserves, and holdback practices. All fees invoiced by PSP or withheld from settlements shall be consistent with the Services Agreement and applicable law.

4. THIRD-PARTY RELATIONSHIPS

PSP hereby discloses that it uses third-party processors, gateways, subprocessors, acquiring banks, and fraud vendors in connection with the Services. Material third-party relationships and categories of services provided by such third parties will be disclosed to Client upon request and except where contractual confidentiality prohibits disclosure; PSP shall, in all events, comply with applicable law concerning subcontracting and data transfers.

5. DATA PROCESSING AND PRIVACY

PSP will process Cardholder Data and Personal Data only as necessary to perform the Services and in accordance with the data protection provisions in the Services Agreement. PSP shall implement and maintain technical and organizational measures appropriate to the risks presented by such processing.

6. SECURITY AND FRAUD PREVENTION

PSP represents that it maintains industry-accepted security standards, including, where applicable, Payment Card Industry Data Security Standard (PCI DSS) controls, encryption of data in transit and at rest, and procedures for monitoring and responding to suspected fraud. Client acknowledges that fraud losses may arise and agrees to the fraud mitigation measures described below.

7. COMPLIANCE AND ANTI-MONEY LAUNDERING

PSP shall conduct due diligence and ongoing monitoring consistent with applicable anti-money laundering and sanctions laws. Client shall provide all KYC/AML documentation reasonably required by PSP and shall promptly notify PSP of any materially adverse changes to Client's business or ownership.

Client acknowledges that failure to provide required information or the discovery of material misrepresentations may result in suspension or termination of Services and potential reporting to competent authorities.

I acknowledge and understand

8. CHARGEBACKS, DISPUTES AND RECONCILIATION

PSP's chargeback management process, including deadlines for evidence submission, liable party for chargebacks, and applicable chargeback fees, shall be as described in the Services Agreement. Client is responsible for timely reconciliations and for cooperating in dispute resolution.

9. CONFIDENTIALITY

Each Party shall keep confidential and not disclose the other Party's Confidential Information except as required by law or as necessary for performance of the Services. Confidential Information excludes information that is publicly available through no breach by the receiving Party or independently developed by the receiving Party without reference to the disclosing Party's information.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against all third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Disclosure, gross negligence, willful misconduct, or failure to comply with applicable laws in connection with the Services.

11. LIMITATION OF LIABILITY

Except to the extent prohibited by applicable law, neither Party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Disclosure or the Services, whether in contract, tort, strict liability, or otherwise. The Parties may allocate liability for direct damages in the Services Agreement.

12. TERM AND TERMINATION

13. NOTICES

All notices required or permitted under this Disclosure shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing pursuant to this section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Disclosure shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Disclosure shall operate as a waiver. This Disclosure may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. GOVERNING LAW

This Disclosure shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Disclosure, together with the Services Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations and agreements regarding such subject matter. If any provision of this Disclosure is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

CERTIFICATION AND ACKNOWLEDGEMENT

Each Party certifies that the disclosures above accurately reflect PSP's material practices known to the signing representative at the time of signing, and that the signing representative has authority to accept and bind the Party. Each Party further acknowledges that it has received an opportunity to review this Disclosure and to ask questions directed to the designated compliance contact.

Client acknowledgment of receipt of this Disclosure:

Client acknowledges receipt and understanding of this Disclosure

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