Payments Collection Services Agreement Between Dsbc Financial Europe

Updated time: Oct 15, 2019 , 14:30 (UTC+08:00)

THIS SERVICES AGREEMENT (the “Agreement”) is entered into on and is effective as of the Effective Date:

BETWEEN:

(1) DSBC FINANCIAL EUROPE Seller (the “Providers”),

- Company No.: 304713395

- Address: UAB "DSBC Financial Europe": Lvovo str. 25, Mažoji bure, 15th floor, LT-09320, Vilnius, Lithuania

- Represent by: VU DAI DUONG.

- Title: Director.

And

(2) Merchant (the “Merchant”),

- Company No.:

- Address:

- Represent by:

- Title:.

(hereinafter jointly referred to as the “Parties” and, individually, as a “Party”).

Agreement Ref No.: WHEREAS, the Merchant wishes to engage the Provider to provide payment service solution to the Merchant on the terms set out herein.

NOW THEREFORE, the Parties have agreed as follows:

GENERAL BUSINESS TERM:

1. Definitions

Unless the context otherwise requires, the following words and expressions shall have the meanings as set out below:

1.1. Agreement” means these General Business Terms and Conditions together with all Appendixes and Schedule(s);

1.2. “DSBC FInancial Europe” means World Payments Corporation and/or DSBC.

1.3. “API” means application programming interfaces that format, encrypt and decrypt messages between your computer systems and DSBC's or DSBC's service provider's computer systems.

1.4. “Confidential Information” means any data or information, oral or written, whether disclosed before or after the effective date of this Agreement, relating to either party’s (or if either party is bound to protect the confidentiality of any third party’s information, such third party’s) business and marketing plans or strategies, any unannounced products and services, Documentation, inventions, processes, financial information, End User data, customers, revenue, transaction volume, forecasts, projections and the terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if (i) it was already known to the receiving party prior to the receiving party's date of receipt of the said information, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party or its agents; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party, as established by documentary evidence;

1.5. “Documentation” means the operation instructions, user manuals, help files and other technical information and material, in print, written or electronic form in any media and format, delivered with the API to you that are intended for use in connection with the Services;

1.6. “End User” means any individual that purchases your goods or services for end use, not for redistribution or resale and whose information will be submitted by you to DSBC or DSBC's Service Providers during the course of this Agreement;

1.7. "DSBC's Service Providers" means third party suppliers of payment services to DSBC which are resold and provided by DSBC to you pursuant to this Agreement, such third party suppliers may in DSBC's sole discretion include (but is neither limited to, nor guaranteed to include) Visa, MasterCard, Amex.

1.8. “Services” mean such services as set out in the Schedule(s), as well as the licensing of the API for your use pursuant to this Agreement for the purpose of enabling you to accept payments online;

1.9. “Service Fee” means such fees as set out in agreement;

1.10. "Trademarks" means any name, logo, brand, trademarks, trade names, service marks, service names, designs, slogans and any other marks identifiable with a party or a party's products or services, whether unregistered, registered or is the subject matter of an application for registration.

2. Services and Payment

2.1. This Agreement is contingent upon the satisfactory results of due diligence procedures that may be conducted by DSBC PTE. LTD with regards to you. Accordingly, DSBC reserves the right to reject your account set up or registration and is not obligated to provide you with a written explanation.

2.2. If DSBC does not perform any settlement funding with you, an invoice setting out the fees payable for the Services shall be sent to you every month, payable within thirty (30) days from the date of invoice.

2.3. DSBC FINANCIAL EUROPE will charge the Service Fees as following in the Appendix “Merchant Fee Form” that is attached with this Agreement.

2.4. DSBC shall be entitled to revise the Service Fees at any time, by giving you with advance written notice at least thirty (30) days prior to the effective date of change.

2.5. All fees under this Agreement are exclusive of the goods and services tax and any other similar taxes, and shall be invoiced by DSBC over and above the fees payable.

2.6. You acknowledge and agree to bear all taxes and levies as may be imposed by the applicable law pursuant to this Agreement (other than DSBC FINANCIAL EUROPE's income tax). Payment of fees under this Agreement shall be made in full and clear of any deductions and withholding for assessed by any authority. If any such taxes are required to be withheld from any amounts payable to DSBC FINANCIAL EUROPE, the amount that you pay to DSBC FINANCIAL EUROPE shall be increased to the extent necessary to yield to DSBC FINANCIAL EUROPE (after deduction of such taxes) a net amount equal to the amount DSBC FINANCIAL EUROPE would have received had no such deduction or withholding been made.

3. Rights of Use and Intellectual Property

3.1. Subject to the terms of this Agreement, DSBC FINANCIAL EUROPE grants to you a limited, non-exclusive, non-transferrable and non-assignable license and right to use the Trademarks, API and Documentation as may be provided by DSBC FINANCIAL EUROPE or DSBC FINANCIAL EUROPE's Service Provider only for the following purposes:

(a) install and use the API solely in conformity with any requirements set out in the Documentation, for you to use the Services and in compliance with the terms of this Agreement;

(b) use the Documentation provided by DSBC FINANCIAL EUROPE or DSBC FINANCIAL EUROPE's Service Provider solely for the purpose of installing and using the API and Services; and

(c) use of DSBC FINANCIAL EUROPE's Trademarks to promote the Services pursuant to this Agreement and in accordance with guidelines and instructions as may be issued by DSBC FINANCIAL EUROPE to you from time to time.

3.2. You acknowledge and agree that except for the rights and license expressly granted to you in this Agreement, all right, title and interest in and to DSBC FINANCIAL EUROPE's Trademarks, the Services, APIs, Documentation, advertising materials and any derivatives from the foregoing ("DSBC FINANCIAL EUROPE's IP") belong to either DSBC FINANCIAL EUROPE or DSBC FINANCIAL EUROPE's Service Providers or licensors (as the case may be) and nothing contained in this Agreement shall be construed as conferring upon you by implication, operation of law, estoppel or otherwise, any ownership or other license or other right. You further acknowledge and agree that the APIs and Documentation as well as some of DSBC FINANCIAL EUROPE's Trademarks may not be created or owned by DSBC FINANCIAL EUROPE, and therefore DSBC FINANCIAL EUROPE as a re-seller provides no warranties thereto except as may be granted by the owner passed through DSBC FINANCIAL EUROPE to you.

3.3. You agree not to:

(i) use, reproduce, distribute or permit others to use, reproduce or distribute any DSBC FINANCIAL EUROPE's IP for any purpose other than as specified in this Agreement;

(ii) make DSBC FINANCIAL EUROPE's IP available to unauthorized third parties; or

(iii) directly or indirectly, modify, reverse engineer, decompile, disassemble or derive source code from any of DSBC FINANCIAL EUROPE's IP.,

3.4. You agree herein that you grant to DSBC FINANCIAL EUROPE during the subsistence of this Agreement a non-exclusive, worldwide, royalty-free license (irrevocable during the subsistence of this Agreement) to use your Trademarks in DSBC FINANCIAL EUROPE's and DSBC FINANCIAL EUROPE's Service Providers' promotional and marketing materials, including but not limited to DSBC FINANCIAL EUROPE's and DSBC FINANCIAL EUROPE's Service Providers' websites.

3.5. You acknowledge and agree that there may be no adequate remedy at law for your breach of your obligations under Clause 3 herein and that any breach will entitle the respective owner to take appropriate legal or equitable relief, in addition to whatever other remedies which may be available at law or equity.

4. Term and Termination

4.1. The initial term of this Agreement shall be for one (1) year from the latest date of signing by both parties, and thereafter shall be automatically renewed for additional terms of two years and will subsist until the Agreement is terminated in accordance with the terms as set out in this Section 4 or that either party shall have communicated the intention to not renew the Agreement by providing sixty (60) days prior written notice before the date of expiry of the effective term.

4.2. If either party defaults in the performance of any provision of this Agreement, the non-defaulting party may give written notice (“Default Notice”) to the defaulting party to have the default cured within the notice period as specified in the Default Notice. If the non-defaulting party gives a Default Notice and the default is not cured within this curing period, this Agreement may be immediately terminated by the non-defaulting party.

4.3. Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency, or has wound up.

4.4. In the event that DSBC FINANCIAL EUROPE reasonably believes that your conduct (including without limitation intentionally transmitting inaccurate and/or incomplete data to DSBC FINANCIAL EUROPE or DSBC FINANCIAL EUROPE's Service Provider) or your products or services violate applicable laws, potentially allows for online frauds or is howsoever (potentially or otherwise) related to any online frauds, or pose a security, infringement or any other legal threat to our systems, or intellectual property rights in breach of this Agreement (“Threat”), we will provide you with written notice of the Threat and shall be entitled in our sole discretion to either (i) require you to remedy the Threat within a specified number of days; and/or (ii) terminate this Agreement immediately. In addition, we reserve the right to temporarily suspend your account during the period that the Threat remains uncured.

4.5. Upon termination or expiration of this Agreement, (a) each party shall immediately discontinue any use of the other party's Trademarks, products and services; (b) each party agrees not to act in any way that may damage the reputation of the other party or the other party’s products or services; (c) you shall uninstall and cease all use of the API and Documentation; and (d) each party shall, within thirty (30) days of a written request from the other party, return or destroy any and all Confidential Information of the other party, at the disclosing party’s discretion.

5. Representations and Warranties

5.1. DSBC FINANCIAL EUROPE represents and warrants that at all times, while this Agreement remains in effect:

(a) DSBC FINANCIAL EUROPE shall exercise commercially reasonable efforts to maintain and observe all reasonably necessary security measures to protect DSBC FINANCIAL EUROPE's systems and the End User Information contained therein from tampering or any unauthorized access;

(b) DSBC FINANCIAL EUROPE has the full power and authority to enter into and perform this Agreement;

(c) DSBC FINANCIAL EUROPE is duly incorporated and validly existing under the laws of Singapore;

(d) DSBC FINANCIAL EUROPE agrees that this Agreement constitutes legal and binding obligations on DSBC FINANCIAL EUROPE.

5.2. You represent and warrant that at all times, while this Agreement remains in effect

(a) You shall comply with all applicable rules of payment schemes, including without limitation the Payment Card Industry Security Standard (if applicable);

(b) You shall comply with all applicable laws, rules and regulations of the jurisdictions in which you operate, including without limitation, laws regarding privacy and protection of consumer information;

(c) You shall maintain and observe all reasonable security measures to protect your Systems and data contained therein from tampering or any unauthorized access. DSBC FINANCIAL EUROPE will not be liable for the disclosure, monitoring, loss, alteration or corruption of your data to the extent that it results from your failure to implement reasonable security measures to protect against the unauthorized use of facilities, computers network access devices and passwords.

(d) You do not and at all times will not engage in any money laundering and/or terrorism financing activities, and you agree that DSBC FINANCIAL EUROPE may refuse to execute any transaction, order or payment if DSBC FINANCIAL EUROPE suspects that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved;

(e) You warrant that your products and/or services do not infringe on or violate the intellectual property rights of any third party and will not contain any content which violates any applicable law, regulation or third party right;

(f) All information herein contained and provided by you is true and accurate in all respects and not misleading in any respect;

(g) You have the full power and authority to enter into and perform this Agreement;

(h) You are duly incorporated/registered and validly existing under the laws of your country of incorporation/ business registration; and

(i) You agree that this Agreement constitutes legal and binding obligations on you.

5.3. DSBC FINANCIAL EUROPE shall conduct Know Your Customer (“KYC”) and due diligence on you (to the extent applicable) and you agree to co-operate fully as requested by DSBC FINANCIAL EUROPE. If there is any change to any of your information previously submitted to DSBC FINANCIAL EUROPE, you shall notify DSBC FINANCIAL EUROPE of the same in writing as soon as practically possible.

5.4. You shall allow DSBC FINANCIAL EUROPE to disclose, where necessary, the relevant transaction details for which you have utilized the Services to DSBC FINANCIAL EUROPE's cooperating banks or regulatory authorities for examination and verification, and you shall have the obligation to maintain or shall procure the maintenance of the records for each such transaction within six (6) months after the completion of the transaction for DSBC FINANCIAL EUROPE's review.

6. Confidentiality

6.1. You hereby undertake that you will not divulge any Confidential Information relating to DSBC FINANCIAL EUROPE, its affiliates, its Service Providers, and the Services, as may be obtained by you or your representatives, to any person other than your officers, employees or professional advisers on a need to know basis and their being subject to similar obligations of confidentiality as set out herein, save where you can demonstrate that such disclosure is required by law or regulatory body in which case you shall inform DSBC FINANCIAL EUROPE prior to such disclosure and where requested by DSBC FINANCIAL EUROPE, assist DSBC FINANCIAL EUROPE in obtaining a protection order or any other measures to maintain confidentiality.

6.2. The obligations of confidentiality hereunder this Section 6 shall survive the termination or expiry of this Agreement for as long as the Confidential Information remains confidential.

7. Indemnification

You agree to defend, indemnify and hold DSBC FINANCIAL EUROPE, its officers, directors, employees and agents, successors and assigns harmless from and against any and all damages, losses and expenses (including legal costs on a full indemnity basis) and other liability to third parties (including but not limited to claims by other DSBC FINANCIAL EUROPE's Service Providers, as well as penalties imposed by regulatory authorities for breach of any applicable law including but not limited to PDPA) arising out of your breach of your obligations under section 5.2 above.

8. Limitation of Liability

8.1. The liability of a party, with respect to any direct loss suffered by the other party arising from any subject matter of this Agreement under any contract, negligence or other legal or equitable theory, shall be limited to the total fees paid by you to DSBC FINANCIAL EUROPE during the twelve (12) months immediately preceding the date that the cause of action arose.

8.2. Neither party shall be liable to the other party for any loss of profits, loss of business, damage to business reputation or goodwill, any and all indirect or consequential damage or loss suffered by the other party arising out of any breach of this Agreement by either party, except for the indemnification as set out in Section 7 above.

8.3. Without prejudice to any other provisions in this Section 8, you agree that DSBC FINANCIAL EUROPE shall have no liability to you for any delay or refusal to execute any payment, transaction or perform any obligations without notice to you, if DSBC FINANCIAL EUROPE suspects or is of the opinion that there is or may be any contravention of any applicable law, regulation, rule or code, or if DSBC FINANCIAL EUROPE were to proceed with such execution, DSBC FINANCIAL EUROPE would otherwise be in breach of any duty, law, code, rule or regulation which applies to DSBC FINANCIAL EUROPE;

8.4. The support services, service levels, response times and any other deliverables (collectively the "Support Services") as may be set out in any Schedules or Appendixes shall be performed diligently by DSBC FINANCIAL EUROPE, however, you acknowledge and agree that DSBC FINANCIAL EUROPE does not warrant or guarantee that the Support Services will always be in compliance with the details as stipulated in the Schedules or Appendixes and you shall not hold DSBC FINANCIAL EUROPE liable for any such non-compliance nor deem such non-compliance to be a breach of this Agreement by DSBC FINANCIAL EUROPE or an event of default under clause 4.2.

8.5. You shall bear (a) all collection risk (including, without limitation, charge-backs, credit card fraud and any other type of fraud) in accordance with payment scheme rules with respect to sales of your products and/or services, and (b) all responsibility and liability for the proper payment of all taxes which may be levied in respect of sales of such products or services.

8.6. You understand and agree that you are solely responsible for maintaining complete backup records of all information relating to orders, inquiries and purchases and any information submitted to DSBC FINANCIAL EUROPE for the purpose of providing the Services.

8.7. Where DSBC FINANCIAL EUROPE funds the settlement with you, DSBC FINANCIAL EUROPE shall have the right to withhold payment from you if any of the following circumstances occur:

(a) In the event that irregularities are detected in respect of the transaction presented by you or that DSBC FINANCIAL EUROPE has reason to believe that the transaction presented by you have not been issued for legitimate supply of Products or being fraudulent or illegal, and in the event the transaction is, in DSBC FINANCIAL EUROPE’s reasonable opinion, not valid, no payment shall be made by DSBC FINANCIAL EUROPE.

(b) You are identified by VISA Inc. or MasterCard Worldwide or any other payment schemes you subscribe to or suspected by DSBC FINANCIAL EUROPE to be the Point-Of-Compromise (Compromising Customer Account).

9. Notices

Any notice, approval, request, authorization , direction or other communication under this Agreement hereto shall be given in writing at the address set forth below (or as otherwise updated by either party) and shall be deemed to have been delivered and given for all purposes (i) on the delivery date, if delivered personally to the party to whom the same is directed; (ii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt; (iii) five (5) business days when sent via registered mail; and (iv) upon completion of transmission, if sent via facsimile with a confirmation of successful transmission.

10. Force Majeure

Neither party hereto shall be responsible for any failure to perform its obligations under this Agreement (excluding any payment or indemnity obligation) if such failure is caused by acts of God, natural catastrophes, war, strikes, riots, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such party. Obligations hereunder shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than thirty (30) calendar days, the parties hereby shall consult with each other to determine whether this Agreement should be modified or terminated. The party facing an event of force majeure shall as soon as is reasonably practicable notify the other party in writing and use commercially reasonable efforts to remedy that situation as well as to minimize its effect.

11. Independent Contractor

It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

12. Mediation, Arbitration and Applicable Law

12.1. In the event of a dispute arising out of or in connection with this Agreement that cannot be resolved through friendly consultation, the parties agree to first submit to the Singapore Mediation Centre (SMC) for resolution by mediation in accordance with the Mediation Procedure for the time being in force. Each party to the mediation must be represented by a senior executive with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.

12.2. If a mediation settlement is not possible within a reasonable period, the dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

12.3. This Agreement shall be governed by the laws of the Republic of Singapore.

13. General

13.1. Each party shall bear its own legal, professional and other costs and expenses incurred by it in connection with this Agreement and their engagement with each other hereto.

13.2. Each party may not assign its rights under this Agreement without the prior written consent of the other Party, except that DSBC FINANCIAL EUROPE may at any time assign its rights under this Agreement to any of its affiliates.

13.3. If any term or provision in this Agreement shall be held to be illegal or unenforceable, under any enactment or rule of law, such term or provision shall to that extent be deemed not to form a part of this Agreement but the enforceability of the remainder shall not be affected.

13.4. No failure or delay by a party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a party of any breach by the other party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

13.5. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

APPENDIX

You have indicated that for the term of this Agreement, you wish to obtain a license to use DSBC FINANCIAL EUROPE's software application which provides a platform for the setting up of an online shop for the purposes of retailing to the public your services and/or products and DSBC FINANCIAL EUROPE is agreeable to granting you the aforesaid license, subject to your compliance with the following terms and conditions in addition to your compliance with the General Business Terms:

1. Accordingly, you warrant that all information which you supply to DSBC FINANCIAL EUROPE for the purpose of DSBC FINANCIAL EUROPE verifying whether you fulfil such criteria is accurate, correct, complete and updated. In the event that you are unable to supply DSBC FINANCIAL EUROPE with all the information required by DSBC FINANCIAL EUROPE, or DSBC FINANCIAL EUROPE subsequently discovers that any information which you supplied is inaccurate, incorrect, incomplete, non-updated or otherwise erroneous, DSBC FINANCIAL EUROPE reserves the right to terminate yours without prior notice to you.

2. Once an End User has placed an order for any of your Products at the price as listed on your website, you must deliver to the End User the aforesaid Product at the same price at which the End User placed his/her order.

3. You agree that all payments for your Products will be transacted via the payment gateway made available to you by DSBC FINANCIAL EUROPE.

4. You authorize DSBC FINANCIAL EUROPE to withhold the purchase price paid by End Users for your Products for the number of days as set out in the Merchant Fee Form

(a) Asserted Errors. You shall examine all information, statements and notices provided by DSBC FINANCIAL EUROPE including those available on Instant Report and notify DSBC FINANCIAL EUROPE in writing of any asserted errors in such information or calculations of fees. Such written notice must be received by DSBC FINANCIAL EUROPE within thirty (30) days after the information or statement is made available to you. The notice shall specify:

(i) your company name, and any other unique identifying number;

(ii) the amount of the asserted error;

(iii) a description of the asserted error; and

(iv) an explanation of why you believe an error exists and the cause of it, if known.

(b) If you fail to provide such notice to DSBC FINANCIAL EUROPE within the said thirty (30) days period, DSBC FINANCIAL EUROPE shall not be liable to you for any errors that you assert at a later date. You may not make any claim against DSBC FINANCIAL EUROPE for any loss or expense relating to any asserted error for thirty (30) days immediately following DSBC FINANCIAL EUROPE's receipt of your written notice. During that thirty (30) day period, DSBC FINANCIAL EUROPE will be entitled to investigate the asserted error, and you shall not incur any cost or expense in connection with the asserted error without first giving DSBC FINANCIAL EUROPE five (5) Business Days’ written notice thereof.

(c) Cancellation of order. In the event of a valid cancellation of an order by your End User, you shall submit to DSBC FINANCIAL EUROPE a written request setting out the portion of the fees which you wish to seek a refund for from DSBC FINANCIAL EUROPE on the basis of the cancellation, together with supporting documentation as may be required by DSBC FINANCIAL EUROPE. DSBC FINANCIAL EUROPE shall consider each such request from you and in its sole discretion refund to you such portion of the fees as deemed reasonable by DSBC FINANCIAL EUROPE based on the documents evidencing the cancellation of transaction submitted by you.

(d) Disputes. In the event that you wish to dispute any statement provided to you by DSBC FINANCIAL EUROPE, or DSBC FINANCIAL EUROPE wishes to dispute any invoice provided by you to DSBC FINANCIAL EUROPE, both Parties agree to use their reasonable endeavors to resolve the dispute in good faith within thirty (30) days of it first being notified to the other. In the event that this dispute is not satisfied within this thirty (30) day period following attempts by the Parties to obtain transaction reports from the relevant payment schemes if necessary, the decision of DSBC FINANCIAL EUROPE acting reasonably shall be final and binding on all Parties.

(e) DSBC FINANCIAL EUROPE shall have the right to withhold payment from you if any of the following circumstances occur:

(i) In the event that irregularities are detected in respect of the transaction presented by you or that DSBC FINANCIAL EUROPE has reason to believe that the transaction presented by you have not been issued for legitimate supply of Products or being fraudulent or illegal, DSBC FINANCIAL EUROPE is entitled to withhold payment until DSBC FINANCIAL EUROPE has examined or verified acceptable supporting documentation from you, and in the event the transaction is, in DSBC FINANCIAL EUROPE’s reasonable opinion, not valid, no payment shall be made by DSBC FINANCIAL EUROPE.

(ii) You are identified by VISA Inc or MasterCard Worldwide or any other payment schemes you subscribe to or suspected by DSBC FINANCIAL EUROPE to be the Point-Of-Compromise (Compromising Customer Account).

5. Where one of your End Users lodges a complaint against you with DSBC FINANCIAL EUROPE, DSBC FINANCIAL EUROPE shall re-direct such complaint to you for your speedy resolution. However, in the event that you are unable to resolve the complaint within one (1) week and End User resubmits his/her complaint to DSBC FINANCIAL EUROPE, DSBC FINANCIAL EUROPE reserves the right to settle in its sole discretion such complaint as DSBC FINANCIAL EUROPE deems reasonable and necessary to maintain DSBC FINANCIAL EUROPE's , business reputation and goodwill, and you agree to reimburse DSBC FINANCIAL EUROPE for all costs and out-of-pocket expenses incurred by DSBC FINANCIAL EUROPE thereto, including but not limited to any refund for the price of your Products provided by DSBC FINANCIAL EUROPE to your End User.

6. DSBC FINANCIAL EUROPE, in its sole discretion, may place a Reserve on funds held in your Premier or Business Account when DSBC FINANCIAL EUROPE believes there may be a high level of risk associated with your Account. If DSBC FINANCIAL EUROPE places a Reserve in your Account, transactions will be shown as "pending" in your DSBC FINANCIAL EUROPE balance, and you will not have access to funds in a “pending” status until they are cleared. If your Account is subject to a Reserve, DSBC FINANCIAL EUROPE will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of the amounts received into your Account are held for a certain period of time, or that a certain amount of money is held in Reserve, or anything else that DSBC FINANCIAL EUROPE determines is necessary to protect against the risk associated with your Account. DSBC FINANCIAL EUROPE may change the terms of the Reserve at any time by providing you with notice of the new terms.

7. In the event of a conflict between any provision as set out in this Appendix and the General Business Terms, the relevant provision in the General Business Terms shall prevail.

Date: For and on behalf of For and on behalf of DSBC Financial Europe