Upcoming Changes

We’re making changes to certain agreements (listed below) that govern your relationship with DPO Group. These changes will take place automatically on the corresponding effective date: Insert date

Actions Needed

Please carefully review the notices below and familiarize yourself with the upcoming changes. Otherwise, no further action is needed from you. If you would prefer to decline such changes you will need to close your DPO Group account prior to the applicable effective date.

Policy Updates

Updates

Amendments to the Payment Processing Services Agreement

Section 1.

Amended Wording New PSP: Reference to “DPO Resale Services” and “DPO Supplier Agreement” removed.

Original Wording Initial PSP: Included reference to the “DPO Resale Services” and the standard DPO Supplier Agreement.

Section 5. A

Amended Wording New PSP: This section has been removed and, in its place, reference to the setup fee has been made within the same paragraph 5.A

Original Wording Initial PSP: “Merchant agrees to pay DPO an account setup fee for its Account in the amount as indicated in the Registration Form. Payment of the account setup fee shall be made immediately upon the establishment of an Account.”

Section 7. A

Amended Wording New PSP: Reserve is placed at the reasonable discretion of DPO.

Original Wording Initial PSP: Reserve was placed at the sole discretion of DPO.

Amended Wording New PSP: The amount of reserve placed is mentioned in the Fee Schedule.

Original Wording Initial PSP: No mention to the amount of reserve placed.

Amended Wording New PSP: DPO to provide prior notice of the terms of reserve placed.

Original Wording Initial PSP: DPO to provide notice of the terms of reserve placed.

Amended Wording New PSP: Merchant’s Payouts are held for a certain period of time (usually a six-month rolling period).

Original Wording Initial PSP: Merchant’s Payouts are held for a certain period of time.

Section 7. B

Amended Wording New PSP: Removal of the wording: “In addition, DPO may require Merchant to keep Merchant’sBank Account available for any open settlements, Chargebacks and other adjustments.”

Section 8. A

Amended Wording New PSP: a) DPO may amend the list of Restricted Activities, from time to time, if it is obligated to do so under Association Rules and/or any applicable law.

Original Wording Initial PSP: DPO may amend the list of Restricted Activates, from time to time, in its sole discretion.

Section 9. a) iii)

Amended Wording New PSP: Merchant is not, in respect of card transactions, a payment service provider and/or payments facilitator and/or payments gateway

Original Wording Initial PSP: Merchant is not a payment service provider and/or payments facilitator and/or payments gateway.

12. d)

Amended Wording New PSP: With respect to all Customer Data and/or Personal Information that is owned by Merchant, Merchant hereby grants DPO for the term of this Agreement a revocable, non-sub-licensable, non-assignable, worldwide, royalty-free license

Original Wording Initial PSP: With respect to all Customer Data and/or Personal Information that is owned by Merchant, Merchant hereby grants DPO a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license

18. B

Amended Wording New PSP: DPO assumes no liability for merchant’s failure to perform in accordance with this agreement or any results caused by acts, omissions or negligence of merchant, a subcontractor or an agent of merchant or an employee of any one of them.

Original Wording Initial PSP: DPO assumes no liability for merchant’s failure to perform in Accordance with this agreement or any results caused by acts, Omissions or negligence of the merchant, a subcontractor or an agent Of merchant or an employee of any one of them, nor shall DPO have any Liability for claims of third parties, including, but not limited to, claims Of third parties arising out of or resulting from, or in connection with, Merchant’s, services, messages, programs, promotions, advertising, Infringement or any claim for libel or slander or for violation of Copyright, trademark or other intellectual property rights.

18. C

Amended Wording New PSP: Under no circumstances shall DPO’S total aggregate liability to merchant or any third party arising out of or related to this agreement (whether under indemnity or otherwise) exceed the direct damages suffered by merchant in an amount equal to the amounts paid or payable by merchant to DPO under this agreement during the first twelve (12) month period after the effective date of this agreement. For the avoidance of doubt this limitation on the amount of liability shall not apply in respect of chargeback claims and willful acts.

Original Wording Initial PSP: Under no circumstances shall DPO’S total aggregate liability to Merchant or any third party arising out of or related to this Agreement exceeds the direct damages suffered by such party in an Amount equal to the amounts paid or payable by merchant to DPO Under this agreement during the first twelve (12) month period after The effective date of this agreement.

27. I) and J)

Amended Wording New PSP: Sections have been removed.

Original Wording Initial PSP: Sections regarding recording calls and cross default.

Insertion of New Sections.

2.

The following definitions have been introduced:

“AML”, “MATCH”, ” Mobile Money Wallet”, “Invalidated Payment”, “OFAC”, “UNSC”

7. A

The following wording has been added:

“On termination of this Agreement for whatever reason, the Reserve shall be released and all outstanding amounts owed to Merchant or held by DPO on Merchant’s behalf, shall be returned to Merchant within six months (less any amounts legitimately required to be retained by DPO in accordance with this Agreement).”

“AML”, “MATCH”, ” Mobile Money Wallet”, “Invalidated Payment”, “OFAC”, “UNSC”

9. c) and d)

Reciprocal warrants and undertakings have been introduced. Additionally, undertakings and warrants regarding DPO’s performance of the services, and the software license provided under the agreement have been inserted, such as a new exhibit

(Exhibit F – SLA).

DPO is obligated to perform the services in accordance with the SLA.

13.

a.) DPO shall defend Merchant from and against any claim or action arising from the use or possession of the Software or any part thereof where such use or possession infringes the intellectual property rights (including, but not limited to, any copyright, patent, database right, registered design or trademark) of a third party and shall indemnify Merchant from and against any losses incurred by or awarded against Merchant as a result of or in connection with such claim or action

14.

b.) Merchant hereby acknowledges that DPO may from time-to-time grant Merchant a revocable, non-exclusive sublicense to use a third party’s trademarks andor brands (such as of a payment scheme) (a “Third Party Mark”), and in such event Merchant undertakes to use the Third-Party Mark in accordance with the guidelines and terms of the Third Party as provided from time to time by the Third Party and/or by DPO. Merchant shall indemnify DPO for any and all claims, expenses, fines and liability DPO incurs arising out of Merchant’s failure to comply with the guidelines and terms of the Third-Party Mark immediately upon demand of DPO. Upon expiration or termination of this Agreement, Merchant will immediately cease all use of any Third-Party Mark.

15.

b.) Other than the express licenses granted by this Agreement, Merchant does not grant any kind of right or license to Intellectual Property Rights of Merchant. DPO shall in no way represent, except as specifically permitted under this Agreement, that it has any right, title or interest in or to Merchant’s Intellectual Property.

20.

Addition of the following sentence:

“In the event DPO relies on the indemnity in this Section ‎20, DPO and Merchant shall discuss in good faith how and by when such payments to DPO shall be made.”

22. and 23.

New sections introduced regarding compliance of the parties with applicable Anti Money Laundering and Anti Bribery regulation legislation (reciprocal).

24.

New section introduced regarding Force Majeure (reciprocal).

27. g)

Introduction of new section as follows:

“Third party rights. Nothing in this Agreement is intended to confer any right or benefit on any third party (whether referred to herein by name, class, description or otherwise).”