Terms and Conditions of
RoutingBridge Payment Gateway Service

§ 01 Definitions

§ 02 General Provisions

1. These Terms and Conditions govern the relationship between the Merchant and RoutingBridge with respect to the Merchant's use of the Services through the Technical Solution.
2. Commencement of the Payment Gateway Service is conditional upon successful integration with the Technical Solution and the Merchant having entered into a valid agreement with one or more Acquirers.
3. The Merchant is responsible for establishing and maintaining its own agreement(s) with Acquirers, under which all Transactions initiated by Clients will be processed using RoutingBridge's Technical Solution.

§ 03 Payment Gateway Service

1. RoutingBridge delivers the Payment Gateway Service by making the Technical Solution available to the Merchant on a Software-as-a-Service (SaaS) basis, hosted and operated on RoutingBridge's infrastructure and accessed by the Merchant via the internet.
2. The Payment Gateway Service operates continuously, 24 hours a day, 7 days a week, throughout the year, subject to any planned or emergency maintenance periods.
3. Within the scope of the Payment Gateway Service, RoutingBridge makes available to the Merchant:
   1. routing and connectivity services enabling the acceptance of electronic payments from Clients through payment channels set out in the Agreement;
   2. additional features and functionality as defined in the Technical Solution and made available to the Merchant from time to time.
4. The Merchant confirms that all data and materials it provides to RoutingBridge are accurate, complete, and current, and that their provision does not infringe upon the rights of any third party.

§ 04 Access to Services

1. RoutingBridge reserves the right to adjust, restrict, or temporarily suspend access to the Services to the extent necessary in response to circumstances that warrant such action, including but not limited to maintenance activities, security measures, system upgrades, bug resolution, or the introduction of new features and adaptations.
2. RoutingBridge may suspend the provision of Services to the Merchant without notice where the Merchant has outstanding overdue payments.

§ 05 Technical Specification and Integration

1. The technical parameters of the Technical Solution and the procedures for integration are set out in the Technical Documentation, which forms part of the materials provided to the Merchant.
2. RoutingBridge may update and revise the Technical Documentation at any time, with reasonable prior notice where practicable.

§ 06 RoutingBridge's Obligations

1. To provide and maintain the Merchant's access to the Services through the Technical Solution for the duration of the Agreement;
2. To refrain from collecting, holding, or accruing any funds paid by Clients to the Merchant;
3. To make available, through the Technical Solution, the technical means by which the Merchant can receive electronic payments from Clients via connected Acquirers;
4. To maintain appropriate security standards for payment transaction data and to treat Merchant data with confidentiality;
5. To supply the Merchant with all documentation and information reasonably required to complete a successful integration.

§ 07 Merchant's Obligations

1. To use the Services strictly in accordance with applicable law, the Agreement, and these Terms and Conditions;
2. To accept payments solely through the payment methods covered by the Agreement and the Merchant's arrangement(s) with its Acquirers;
3. To follow RoutingBridge's operational and security guidelines in order to maintain the integrity and consistency of the Services;
4. To notify RoutingBridge promptly of any changes to the Merchant's business, legal status, or other information that may affect the delivery of the Services;
5. To process electronic payments in compliance with the applicable requirements of its Acquirers;
6. To configure its payment pages in accordance with the specifications and guidelines issued by RoutingBridge.

§ 08 Prohibited Actions

1. To use the Services in any manner that violates applicable law, regulatory requirements, accepted commercial practices, or the rights of third parties — including the use of the Services in connection with goods or services whose sale is restricted or prohibited by law or by the policies of RoutingBridge or any Acquirer;
2. To reverse engineer, decompile, or disassemble the Technical Solution, except where such activity is expressly permitted under mandatory applicable law;
3. To attempt to identify, extract, or reproduce any source code, algorithms, logic, methods, or proprietary techniques embedded in or underlying the Technical Solution;
4. To reproduce, copy, or duplicate the Technical Solution or any component thereof;
5. To adapt, modify, translate, or create derivative works based on the Technical Solution without prior written consent from RoutingBridge;
6. To assign, sublicense, sell, lease, pledge, or otherwise transfer access to or rights in the Technical Solution to any third party;
7. To remove, alter, or obscure any intellectual property notices, branding, or proprietary markings appearing within the Services or the Technical Solution;
8. To submit information to RoutingBridge that is knowingly false, misleading, or incomplete;
9. To withhold, obstruct, or falsify identity verification or other information reasonably requested by RoutingBridge;
10. To operate or use the Services in a manner likely to generate complaints, regulatory exposure, chargebacks, fines, or other liabilities for RoutingBridge or third parties;
11. To act in a way that exposes RoutingBridge to heightened financial crime risk, including fraud, money laundering, or breach of sanctions or other statutory obligations;
12. To place excessive or disproportionate load on RoutingBridge's systems or infrastructure through any deliberate or negligent means.

§ 09 Payments

1. In consideration for the Services, the Merchant shall pay Fees to RoutingBridge in accordance with the rates, calculation method, and payment schedule set out in the Agreement.
2. RoutingBridge will issue invoices at the end of each calendar month in which Services were provided, provided that the amount due exceeds the applicable minimum billing threshold. The Merchant consents to receiving invoices electronically, delivered to the e-mail address specified in the Information Template.
3. Where the Merchant has entered into a partnership arrangement with an Acquirer, the Services may be provided to the Merchant at no charge, subject to the terms of such arrangement.
4. Payment of each invoice is due within fourteen (14) days of the invoice date.

§ 10 Technical Support

1. RoutingBridge provides technical support in relation to the functioning of the Technical Solution on Business Days through the communication channels designated for this purpose.
2. RoutingBridge will use reasonable endeavours to ensure that support queries are acknowledged and responded to within a reasonable timeframe following receipt.

§ 11 Personal Data Protection

1. The Merchant represents that it acts as the data controller in respect of personal data relating to its Clients and other individuals whose data is processed in connection with the Services.
2. By entering into the Agreement, the Merchant consents to receiving commercial communications and service updates from RoutingBridge.
3. The Merchant appoints RoutingBridge as a data processor to process personal data on behalf of the Merchant for the purposes of delivering the Services.
4. Such processing shall be carried out for the term of the Agreement and solely to the extent necessary for its performance.
5. The categories of personal data processed by RoutingBridge in connection with the Services consist primarily of Client identification data and Transaction-related information.
6. RoutingBridge may engage sub-processors for the purposes of performing its obligations and shall notify the Merchant in advance of any intended change to its sub-processor arrangements.
7. RoutingBridge shall implement and maintain appropriate technical and organisational safeguards to protect the personal data entrusted to it for processing.
8. Access to personal data shall be restricted to individuals within RoutingBridge's organisation who are duly authorised and bound by confidentiality obligations.
9. RoutingBridge shall maintain the confidentiality of all personal data processed under the Agreement.
10. RoutingBridge shall notify the Merchant without undue delay upon becoming aware of any personal data breach affecting data processed under the Agreement.
11. Personal data shall not be used for any purpose beyond the performance of the Agreement.

§ 12 Intellectual Property

1. Subject to the terms of the Agreement, RoutingBridge grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to use the Services solely for the Merchant's internal business operations.
2. All intellectual property rights in and to the Services, the Technical Solution, and any related software, systems, or materials vest exclusively in RoutingBridge.
3. No rights or licences are granted to the Merchant beyond those expressly set out in this Agreement.
4. RoutingBridge grants the Merchant a non-exclusive right to reference RoutingBridge's name and approved branding for the limited purpose of informing Clients that RoutingBridge's technology is used to process payments.
5. The Merchant grants RoutingBridge a non-exclusive licence to use the Merchant's name and logo in RoutingBridge's marketing and commercial materials.

§ 13 Liability

1. RoutingBridge shall not be liable, whether in contract, tort, or otherwise, for any loss of revenue, loss of profit, or indirect or consequential losses suffered by the Merchant in connection with the Services.
2. The aggregate liability of RoutingBridge to the Merchant under or in connection with the Agreement shall in no event exceed the total Fees paid by the Merchant to RoutingBridge in the three (3) months preceding the event giving rise to the claim.
3. RoutingBridge assumes no responsibility for inaccurate or absent transactional data resulting from an incomplete or defective integration by the Merchant.
4. RoutingBridge provides no warranty or guarantee that any given Transaction will be successfully completed or authorised.
5. RoutingBridge shall bear no liability for losses or damages suffered by any third party.
6. Neither Party shall be held responsible for any failure or delay in performing its obligations resulting from events beyond its reasonable control, including acts of God, governmental action, or infrastructure failures.
7. The Merchant shall indemnify and hold harmless RoutingBridge from and against any claims, losses, penalties, or costs arising out of or in connection with the Merchant's use of the Services or breach of its obligations under the Agreement.

§ 14 Duration of the Agreement

1. The Agreement enters into force on the date specified therein and remains in effect for the duration set out in the Agreement.
2. RoutingBridge may terminate the Agreement with immediate effect upon written notice to the Merchant in the event that:
   1. the Merchant commits a Material Breach that has not been remedied within any cure period RoutingBridge may (at its discretion) allow; or
   2. the Merchant fails to settle outstanding Fees within the agreed payment terms.
3. Upon expiry or termination of the Agreement for any reason, all outstanding Fees shall become immediately due and payable.

§ 15 Confidentiality

1. Each Party undertakes to keep confidential all non-public information received from the other Party in connection with the Agreement and to use such information solely for the purposes of performing its obligations thereunder.
2. Confidentiality obligations shall survive the termination or expiry of the Agreement for a period of three (3) years.
3. The confidentiality obligations do not apply to information that: (i) becomes publicly available other than through a breach of this clause; (ii) was already in the receiving Party's possession prior to disclosure; or (iii) is lawfully obtained from an independent third party without restriction on disclosure.

§ 16 Final Provisions

1. RoutingBridge reserves the right to amend these Terms and Conditions and to modify or update the Technical Solution at any time.
2. The Merchant will be notified of any material amendments to these Terms and Conditions with reasonable advance notice prior to the changes taking effect.
3. Continued use of the Services following the effective date of any amendment constitutes the Merchant's acceptance of the revised Terms and Conditions.