Common use of ACQUIRING Clause in Contracts

ACQUIRING. This clause 14 only applies if acquiring services (i.e., payment instrument accept- ance) are part of the Contract. 14.1. The Acquirer will assign one or more membership numbers to the Mer- chant. These membership numbers will be mentioned on the Order Form. The Merchant shall verify whether the mem- bership numbers initialized in the online payment platform and payment terminal correspond with the membership num- bers assigned by the Acquirer. If such would not be the case (which tends to particularly arise when commercial activi- ties are being transferred), then the Mer- chant shall strictly refrain from accepting any transactions, and shall instead con- tact KB SmartPay first. The Merchant ac- knowledges that if it would nevertheless accept any transactions despite non-cor- responding membership numbers, the transaction amounts may be transferred to a third party. The Merchant shall then be himself responsible for recovering these amounts from the third party. 14.2. The Merchant recognizes that, de- pending on the circumstances in which the Contract was agreed, it is possible that the effective verification of the ac- tivities and risk profile of the Merchant will not be done until after the Contract was already agreed between the parties. The Merchant therefore accepts that KB SmartPay shall have the right to refuse the Merchant’s subscription, and to termi- nate the Contract up to one month after it was initially agreed. KB SmartPay shall in- form the Merchant about this refusal and termination within one month. During this period, the Acquirer will pay the Merchant all amounts for transactions accepted by the Merchant, to the extent the Merchant complied with the Contract. 14.3. The Merchant accepts to verify, not only after each installation and modifica- tion but also on a periodic basis, whether all of the Merchant’s identification and payment data registered by the online payment platform (e.g., in transaction logs) and by the payment terminal (e.g., on the printed ticket) are correct. The Merchant accepts that every negligence in this regard may lead to incorrect pay- ments to wrong accounts or third parties. 14.4. The Merchant shall define the bank account to which the transaction amounts need to be transferred. The bank account number that is mentioned by the Mer- chant on the Order Form can only be changed by following the procedure set forth in clause 10. KB SmartPay and the Ac- quirer shall not be responsible if the wrong bank account number was specified. 14.5. Any change of bank account must be immediately notified to KB SmartPay, in writing, by an authorized person. In case urgent changes to the bank account are required, the Merchant shall request KB SmartPay by phone to temporarily suspend payments until this new bank ac- count is activated, to avoid that payments would be made to the wrong bank ac- count. If KB SmartPay would have doubts about the request to change the bank account, then the Acquirer shall have the right to suspend the payments until KB SmartPay receives confirmation that the change request was in-deed submit- ▇▇▇ by a duly authorized person. 14.6. The Merchant and/or his employ- ees and/or assignees shall strictly refrain from entering the secret code of the card holder, confirming the amount to be paid, or cancelling a transaction. Only card holders themselves are allowed to per- form these actions. 14.7. The Merchant shall verify the Ac- quirer’s periodical payments as a duly responsible person (bonus ▇▇▇▇▇ ▇▇- milias), and shall immediately inform KB SmartPay about any (suspected) er- rors. Without prejudice to the generality of the foregoing sentence, KB SmartPay and the Acquirer shall not be liable for any interests on overdue or incorrect pay- ments that could have been avoided if the Merchant had verified the Acquirer’s pay- ments as a duly responsible person. 14.8. If the Merchant would impose a price difference, additional charge, con- dition, obligation or special guarantee on the card holder at the moment a Card is offered, then such element shall be made sufficiently clear before the transaction is initiated and shall be commensurate to the transaction cost paid by the Merchant. 14.9. KB SmartPay has the right to sepa- rately charge any additional administra- tive or technical actions that would be required for the Merchant in relation to a payment transaction (e.g., for interven- ing in transaction disputes, for specific administrative modifications or rectifica- tions, etc). 14.10. The Merchant shall visibly affix, at least at the entrance of his physical point(s) of sale, all the official logos of all the Cards indicated by him on the Order Form, so as to inform the public about all the Cards accepted by the Merchant for payment transactions. If such affixing is not possible (e.g., in case of distance sales or Internet sales), then the Merchant shall inform his customers by showing the logos and trade names on his catalogues, order forms and website (payment page and home page). 14.11. The Merchant shall obtain KB SmartPay’s prior written consent for us- ing the name and/or logo of KB SmartPay, the Acquirer or any Card Scheme / Card brand (▇.▇.▇▇▇▇, Visa Electron, MasterCard, Maestro…) for any publicity purposes. 14.12. In addition to the termination rea- sons set forth in clause 2, KB SmartPay shall have the right to terminate the Contract: ●● for convenience, immediately, without prior notice, when no transactions were performed by the Merchant during a period of twelve months; ●● for cause, immediately, in accordance with the Termination Modalities, in whole or in part, when the Merchant does not comply with the PCI/DSS re- quirements, or does not cooperate with any PCI/DSS related investigation per- formed by KB SmartPay, the Acquirer or any Card Scheme. 14.13. The Merchant shall immediately re- move all publicity material and other Card Scheme related messages upon termina- tion of the Contract. 14.14. The Merchant accepts that KB SmartPay and the Acquirer have the right to audit (or have audited) the activi- ties of the Merchant for the purposes of KB SmartPay’s and the Acquirer’s risk management, e.g. to verify the financial health of the Merchant and/or the nature of the products/services being sold. 14.15. The parties recognize that, even after the effective termination of the Con- tract, reimbursements may take place (e.g., due to transaction disputes initiated by card holders) that relate to transac- tions performed during the term of the Contract.

ACQUIRING. This clause 14 only applies if acquiring services (i.e., payment instrument accept- anceacceptance) are part of the Contract. 14.1. The Acquirer After the activation, Worldline will assign one or more membership numbers to the Mer- chant. These membership numbers will be mentioned on the Order FormMerchant. The Merchant shall verify whether the mem- bership membership numbers initialized in the online payment platform and payment terminal correspond with the membership num- bers member- ship numbers assigned by the AcquirerWorldline. If such would not be the case (which tends to particularly arise when commercial activi- ties activities are being transferred), then the Mer- chant Merchant shall strictly refrain from accepting accept- ing any transactions, and shall instead con- tact KB SmartPay contact Worldline first. The Merchant ac- knowledges acknowledges that if it he would nevertheless accept any transactions despite de- spite non-cor- responding corresponding membership numbers, the transaction amounts may be transferred to a third party. The Merchant shall then be himself responsible responsi- ble for recovering these amounts from the third party. 14.2. The Merchant recognizes that, de- pending depending on the circumstances in which the Contract was agreed, it is possible that the effective verification of the ac- tivities and risk profile of the Merchant will not be done until after the Contract was already agreed between be- tween the parties. The Merchant therefore accepts that KB SmartPay Worldline shall have the right to refuse the Merchant’s Mer- chant's subscription, and to termi- nate terminate the Contract up to one month after it was initially agreed. KB SmartPay World- line shall in- form inform the Merchant about this refusal and termination within one month. During this period, the Acquirer Worldline will pay the Merchant all amounts for transactions accepted by the Merchant, to the extent the Merchant complied with the Contract. 14.3. The Merchant accepts to verify, not only after each installation and modifica- tion modification but also on a periodic pe- riodic basis, whether all of the Merchant’s identification 's identifi- cation and payment data registered by the online payment platform (e.g., in transaction logs) and by the payment terminal (e.g., on the printed ticket) are correct. The Merchant accepts that every negligence in this regard may lead to incorrect pay- ments Pay-Outs, Pay- Outs to wrong accounts or to third parties’ accounts. 14.4. The Merchant shall define the bank account to which the transaction amounts need to be transferredtrans- ferred. The bank account number that is mentioned by the Mer- chant Merchant on the Order Form Form/Cover Docu- ment can only be changed by following the procedure proce- dure set forth in clause 10. KB SmartPay and the Ac- quirer Worldline shall not be responsible if the wrong bank account number was specified. 14.5. Any change of bank account must be immediately imme- diately notified to KB SmartPayWorldline, in writing, by an authorized au- thorized person. In case urgent changes to the bank account are required, the Merchant shall request KB SmartPay Worldline by phone to temporarily suspend payments Pay- Outs until this new bank ac- count account is activated, to avoid that payments Pay-Outs would be made to the wrong bank ac- countaccount. If KB SmartPay Worldline would have doubts about the request to change the bank account, then the Acquirer it shall have the right to suspend the payments Pay-Outs until KB SmartPay Worldline receives confirmation that the change request was in-deed submit- ▇▇▇ indeed submitted by a duly authorized person. 14.6. The Merchant and/or his employ- ees employees and/or assignees shall strictly refrain from entering the secret se- cret code of the card holder, confirming the amount to be paid, or cancelling a transaction. Only card holders themselves are allowed to per- form perform these actionsac- tions. 14.7. The Merchant shall verify the Ac- quirer’s periodical payments Worldline's period- ical Pay-Outs as a duly responsible person (bonus ▇▇▇▇▇ ▇▇- milias), pater familias) and shall immediately inform KB SmartPay Worldline about any (suspected) er- rorserrors. Without prejudice to the generality of the foregoing sentence, KB SmartPay and the Acquirer Worldline shall not be liable for any interests on overdue or incorrect pay- ments Pay-Outs that could have been avoided if the Merchant had verified the Acquirer’s pay- ments Worldline's Pay-Outs as a duly responsible person. 14.8. If the Merchant would impose imposes a price difference, additional charge, con- ditioncondition, obligation or special guarantee on the card holder at the moment a Card is offered, then such element shall be made sufficiently suffi- ciently clear before the transaction is initiated and shall be commensurate to the transaction cost paid by the Merchant. 14.9. KB SmartPay Worldline has the right to sepa- rately separately charge any additional administra- tive administrative or technical actions that would be required for the Merchant in relation to a payment transaction (e.g., for interven- ing intervening in transaction disputes, for specific administrative modifications or rectifica- tionsrectifications, etc). 14.10. The Merchant shall visibly affix, at least at the entrance of his physical point(s) of sale, all the official logos of all the Cards indicated by him on the Order Form/Cover Document, so as to inform the public about all the Cards accepted by the Merchant Mer- chant for payment transactions. If such affixing is not possible (e.g., in case of distance sales or Internet Inter- net sales), then the Merchant shall inform his customers cus- tomers by showing the logos and trade names on his catalogues, order forms and website (payment page and home page). 14.11. The Merchant shall obtain KB SmartPay’s prior written consent for us- ing the name and/or logo of KB SmartPay, the Acquirer or any Card Scheme / Card brand (▇.▇.▇▇▇▇, Visa Electron, MasterCard, Maestro…) for any publicity purposes. 14.12. In addition to the termination rea- sons reasons grounds set forth in clause 2, KB SmartPay Worldline shall have the right to terminate the ContractContract immediately: ●● for convenience, immediately, • without prior notice, when no transactions were performed by the Merchant during a period of twelve months; ●● for cause, immediately, • in accordance with the Termination Modalities, in whole or in part, when the Merchant does not comply with the PCI/DSS re- quirementsrequirements, or does not cooperate with any PCI/DSS related investigation per- formed investiga- tion performed by KB SmartPay, the Acquirer Worldline or any Card Scheme. 14.13. The Merchant shall immediately re- move all publicity material and other Card Scheme related messages upon termina- tion of the Contract. 14.14. The Merchant accepts that KB SmartPay and the Acquirer have the right to audit (or have audited) the activi- ties of the Merchant for the purposes of KB SmartPay’s and the Acquirer’s risk management, e.g. to verify the financial health of the Merchant and/or the nature of the products/services being sold. 14.1514.12. The parties recognize that, even after the effective ef- fective termination of the Con- tractContract, reimbursements may take place (e.g., due to transaction disputes initiated in- itiated by card holders) that relate to transac- tions transactions performed during the term of the Contract.