Legal

Trezza UAB Supplier Engagement Agreement

This Supplier Engagement Agreement ("Agreement") outlines the terms and conditions governing the relationship between Trezza UAB, a company duly incorporated under the laws of the Republic of Lithuania, with Registration No: 307042040, having its registered office at Laisvės pr. 60, LT-05120 Vilnius (referred to herein as “we”, “our”, “us” or "Trezza"), and you, the entity offering goods or services (referred to herein as "you", "your", or "Supplier"). Trezza and the Supplier are referred to individually as a “Party” and together as the “Parties”. This Agreement, along with any supplementary terms referenced herein, defines the framework under which Trezza operates as the appointed Merchant of Record acting as Commercial Agent by you.

• Definitions

  1. “Affiliate” means, with respect to any Party, any corporation or other legal entity that directly or indirectly controls, is controlled by, or is under common control with the Party, where “control” means the direct or indirect power to direct or cause the direction of the management and policies of such entity.
     
  2. “Agreement” means this Supplier Engagement Agreement together with all annexes, schedules, amendments, and referenced supplementary terms governing the relationship between Trezza and the Supplier.
     
  3. “Agency Fee” / “Service Fee” means the fee payable by the Supplier to Trezza for acting as the Supplier’s Commercial Agent and for related ancillary services, calculated as a percentage of Transaction value or as otherwise agreed in writing.
     
  4. “Applicable Law” means all laws, statutes, regulations, regulatory requirements, directives, rules, and decisions of competent authorities that apply to the Parties, the Platform, the Supplier Offerings, or the performance of this Agreement.
     
  5. “Chargeback” means a reversal of a Customer payment initiated by the Customer’s issuing bank or payment network as a result of a dispute regarding a Transaction.
     
  6. “Cleared Funds” means Customer payments successfully processed and received by the payments service provider from the relevant payment method, net of chargebacks, refunds, or reversals, and available for Settlement to the Supplier.
     
  7. “Confidential Information” means any non-public information of a Party disclosed to the other Party in connection with this Agreement, including business plans, pricing, technical information, trade secrets, and data, but excluding information that is publicly available or rightfully obtained from a third party without restriction.
     
  8. “Customer” or “Buyer” means any end-user who places an Order for Supplier Offerings via the Platform.
     
  9. “Dashboard” means the Supplier-facing section of the Platform through which the Supplier manages its account, Orders, and reporting.
     
  10. “Effective Date” means the date on which this Agreement is executed by both Parties or such later date as expressly specified herein.
      
  11. “KYB (Know Your Business)” means Trezza’s process of verifying the identity, ownership, and risk profile of the Supplier in compliance with applicable anti-money laundering and regulatory requirements.
      
  12. “Losses” means all claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) incurred by a Party or its Affiliates.
      
  13. “Merchant Account” means the electronic account established for the Supplier on the Platform, through which the Supplier accesses and manages the Solution, including configuration of Supplier Offerings, receipt and management of Orders, review of reporting, and communication with Trezza. The Merchant Account is an administrative and technical user account only and does not constitute a bank account or payment account.
      
  14. “Order” means a request placed by a Customer through the Platform to purchase Supplier Offerings.
      
  15. “Payment Network Rules” means the operating rules, regulations, standards, and guidelines issued by payment card networks (including Visa, Mastercard, American Express and similar networks) that govern the acceptance and processing of card-based payment transactions.
      
  16. “Payment Partner” means any licensed payment service provider, acquiring bank, financial institution, or other regulated entity engaged by Trezza or the Supplier to execute, acquire, process, settle, or remit Transactions, including their Affiliates and subcontractors.
      
  17. “Payment Partner Rules” means the contractual or regulatory requirements, operating rules, and compliance obligations applicable to Trezza and/or the Supplier as a result of engaging with Licensed PSPs, acquiring banks, or other regulated payment partners used for executing Transactions.
      
  18. “Platform” means the digital interface and related technology operated by Trezza (also referred to as the Trezza Platform) that enables Suppliers to access the Solution, including the confirmation and processing Customer Orders and Transactions, and the facilitation of payment collection, settlement, and related financial processes through Payment Partners. The Platform serves as the environment through which Trezza performs its Commercial Agent and intermediation services on behalf of the Supplier in connection with the acceptance and processing of Customer payments for Transactions.
      ‍
  19. “Sales Agreement” means the contract for the sale and purchase of Supplier Offerings, concluded directly between the Supplier and the Customer through the Platform, with Trezza acting as the Supplier’s Commercial Agent.
      
  20. “Settlement” means the process by which Cleared Funds from Customer Transactions are remitted by the Licensed PSP to the Supplier’s Settlement Account, net of applicable Agency Fees, Service Fees, refunds, chargebacks, reserves, or other permitted deductions.
      
  21. “Settlement Account” means the bank account designated by the Supplier, maintained with a licensed financial institution, to which Settlements are credited by the Payment Partner.
      
  22. “Settlement Date” means the business day on which Settlements are scheduled to be made to the Supplier’s Settlement Account.
      
  23. “Solution” means the integrated set of digital services and functionalities made available through the Platform, enabling the Supplier to confirm and process Customer Orders and Transactions, and facilitate payment collection and settlement through Payment Partners. Within the Solution, Trezza acts as the Supplier’s Commercial Agent, authorised to facilitate confirmation of Orders and payment execution on the Supplier’s behalf. The Solution includes order management and reporting tools, communication and support functions, fraud and chargeback handling, compliance and settlement support, and related technical and operational services provided by Trezza.
      
  24. “Supplier” means the entity entering into this Agreement with Trezza and offering the Supplier Offerings to Customers via the Platform.
      
  25. “Supplier Offering” means the goods, digital content, or services offered by the Supplier for sale to Customers via the Platform.
      
  26. “Supplier Terms” means the Supplier’s standard terms and conditions of sale, subscription, or service for the Supplier Offerings, as published on the Supplier’s website (and updated from time to time), which govern the Sales Agreement between the Supplier and the Customer.
      
  27. “Third-Party Service Providers” means external service providers engaged by Trezza to support delivery of the Solution, including Payment Partners, IT hosting providers, fraud-prevention vendors, and KYC/AML service providers.
      
  28. “Transactions” means sales of Supplier Offerings concluded between a Supplier and a Customer via the Platform, authorised and settled through Payment Partners.
      
  29. “Trezza Services” means the services provided by Trezza in its role as the Supplier’s Commercial Agent, including provision of the Platform, intermediation in concluding Sales Agreements, coordination with Payment Partners for payment execution, operational support, and related ancillary services described in this Agreement.
      

• Our appointment as Merchant of Record and Commercial Agent and the Solution

  Subject to the terms of this Agreement, you hereby appoint us as your Merchant of Record, which for the purposes of this Agreement shall mean acting as your Commercial Agent as further referred to in the Agreement. In this capacity, we are authorised to negotiate and conclude sales contracts with Customers in your name and on your behalf. We act only for you and not for Customers in relation to the Transactions. You grant us sufficient discretion to manage the operational parameters of sales concluded through the Platform.
  
  To support our role, we have developed a product that is a fully integrated suite of back-end services collection of the payments made by the Customers for the Supplier Offerings and fraud and chargeback management, and compliance, comprising the services as set forth in Clause 2 and as defined under the terms “Trezza Services”,  “Platform” and “Solution”.
  
  By operating the Solution, the Platform and providing Trezza Services, Trezza acts solely as the Supplier’s Commercial Agent and as a provider of an information society service. Trezza is not a party to any Sales Agreement concluded between the Supplier and a Buyer. Trezza does not provide or supply the Supplier Offerings, does not acquire title to them, and shall not be liable in any way for the performance of the Sales Agreement.

• Trezza Services
  

  During the Term, Trezza and/or its Affiliates shall provide the following services to the Supplier:
  
  • Identify itself as the Commercial Agent of the Supplier with Customers and also require Customers to agree to the Trezza’s Buyer Terms and Conditions, when conducting a Transaction as a condition of acquiring the Supplier Offering).
  • Payment collection services, enabling the acceptance by Trezza, on your behalf, of various payment methods facilitated by the Payment Partners for Transactions in certain supported currencies. For the purpose of the Trezza Services, you hereby grant us the express authority to conclude the sale of the Supplier Offerings in your name and on your behalf.
  • Obtaining payments through the Partners, on your behalf, from Customers and collecting, settling, and remitting aggregate funds for the Transactions to you (less applicable Service Fees and/or Agency Fees), pursuant to Clause 10 below. All execution of payment services is performed by Payment Partners engaged by us. We do not ourselves provide regulated payment services.
  • Managing through the Payment Partners all Chargebacks and refunds.
  • Provide direct customer service to Customers related to payment processing and billing.
  Changes in Applicable Law, Payment Partner Terms or Payment Network Rules may necessitate an amendment to the terms and conditions of this Agreement or the Agency Fee payable hereunder.
  

• Use of the Solution

  You are responsible for configuring and maintaining your e-commerce customer experience to be fully compliant with the terms of this Agreement and the Application Programming Interface(s) ("APIs") provided for the Solution. You must ensure that all customer and transaction data you provide or allow to be processed through the Solution adheres to the regulations necessary for conducting business related to the Solution within the applicable territory.

• Supplier Information
  

  You are required to provide all information, as may be requested from time to time, that is reasonably necessary for Trezza to fulfil its obligations under this Agreement.
  
  You shall promptly respond to any request for guidance, information, or approval that is reasonably required for Trezza to provide the Solution to you or to safeguard Trezza’s rights under these Terms. All information you provide must be accurate, true, and complete. Should any information become materially inaccurate or incomplete, you must notify Trezza immediately.
  

• Trezza’s Regulatory Compliance and Due Diligence
  

  To establish your account, you must provide Trezza with certain mandatory information, including completion of our Know Your Business (“KYB”) account verification form. Trezza may request additional information as necessary to comply with applicable anti-money laundering (AML) regulations and other regulatory obligations, Payment Network Rules and Payment Partner Rules.
  
  As part of its due diligence process, you authorize Trezza to retrieve information about your entity from third-party service providers, including credit rating agencies and information bureaus, and you explicitly authorize and direct such third parties to compile and furnish such information to Trezza. Trezza shall conduct this due diligence to reasonably determine your eligibility for and continued use of the Solution. You further authorize Trezza to share any information it collects or receives from you with such third-party service providers. You consent to Trezza conducting a customary commercial background check for these purposes, specifically to assess the risk associated with conducting business with you. You agree to provide Trezza with written notice within five (5) days of receiving any subpoena, civil investigative demand, or similar request for information from a central or local government, agency, or entity relating to your product and services sold through the Solution or your use of the Solution.
  

• Holds and Reserves
  

  • Holds
    

    A hold is a temporary action whereby we hold settlements to the Supplier of a group of Transactions or all Transactions. The funds due to you from the group of Transactions shall not be available to you during the temporary hold period.
    ‍
    We take into consideration various factors before taking a temporary hold action, such as (a) ongoing representment of Chargebacks on the Transactions pending final resolution (b) increased Risks associated with the group of Transactions (c) increased Buyer complaints (d) investigations from Payment Partners, or other financial partners or regulatory/enforcement authorities (e) there is reason to believe that the hold is necessary in order to comply with the applicable law or regulatory requirements.We shall notify you by email or display on the Dashboard when placing holds. Additionally, you may be required to provide us required information necessary for us to resolve and release the holds.We will keep the holds in place until it satisfactorily resolves the causes of the holds or one hundred and eighty (180) days from the date of the Transaction whichever is longer. We may, at our discretion, release the payment earlier.
    

  • Reserves
    

    We may impose a Reserves requirement on you at any time during the term of the Agreement. The reasons can include (but not limited to): (a) nature of the industry/industries you operate in (b) potentially higher risk from your Transactions, you or your Buyer activities on the Platform (c) potential or realised higher Losses on your Merchant Account than anticipated (d) increased risks due to change in the nature of the Buyers.
    ‍
    We will be at the sole discretion to determine the terms of the Reserves, and you shall be notified of the amount to be placed in the Reserves, timing and conditions basis on which the funds in the Reserves shall be released to you.
    

• Supplier Acknowledgements and Consents
  

  The Supplier acknowledges that Trezza and/or its Affiliates is/are appointed as a Commercial Agent for the purpose of concluding the Transactions on the Platform. The Supplier shall take appropriate steps to inform Customers that Trezza and/or its Affiliates is/are the Commercial Agent for their Transactions. The Supplier shall ensure that its end-user terms of service comply with Payment Network Rules, Payment Partner Rules and shall be responsible for making any necessary changes to these terms to ensure such compliance.
  

• Supplier Fulfilment (Digital Products and Services)
  

  Trezza’s role with respect to Supply Offerings that constitute digital products or services shall be solely in its capacity as a Commercial Agent appointed to accept and make Settlements on behalf of the Supplier. All aspects of supplier fulfilment, including, but not limited to digital delivery and access, product maintenance and support, data exchange for fulfilment, and regulatory and tax compliance shall be the sole responsibility of the Supplier.
  

• Supplier Fulfilment (Physical Goods)
  

  Trezza’s role with respect to Supply Offerings that constitute physical products or services shall be solely in its capacity as a Commercial Agent appointed to accept and make Settlements on behalf of the Supplier. All aspects of supplier fulfilment, including, but not limited to shipment and delivery of the Supplier Offerings, customs documentation, and regulatory and tax compliance shall be the sole responsibility of the Supplier.
  

• Settlements and Fees
  

  Trezza shall, together with its Payment Partners and other financial partners, arrange for the Settlement of funds collected on the Supplier's behalf to the Supplier's designated Settlement Account on a weekly schedule, or on such other schedule that has been mutually agreed upon in writing between the Parties. The Supplier shall provide a payment authorization in favour of Trezza to facilitate Payments from Trezza, as well as deductions from the Supplier’s settlement account for Negative Balances. Payment for all Fees shall be deducted from any Settlement made to the Supplier. Unless otherwise agreed, all collections shall be settled by Trezza on an aggregated basis, net of any applicable Deductions, on the scheduled Settlement date. Where the Deductions exceed the Settlement amount, Trezza shall be entitled to recover the resulting shortfall from the Supplier upon demand, and may do so through the following means:
  
  1. By offsetting the shortfall against any future amounts payable to the Supplier;
  2. By offsetting the shortfall against any amount held under the Reserves or Holds of the Supplier;
  3. By issuing a notice of demand to the Supplier for payment of the shortfall; or
  4. By taking any other reasonable measures necessary to recover the shortfall.
  The Supplier affirms that it is authorized to receive the Settlements to its Settlement Account and that such Settlement Account is owned by the Supplier, and administered and managed by a licensed financial institution. In case the Supplier updates the Settlement Account (including via the Dashboard) then the Supplier must comply with the requirements of this section. Trezza may require the Supplier to provide the documentary proof demonstrating the compliance with such section and failure to provide such proof will constitute the breach of this Agreement.
  
  Settlements shall be carried out on Business Days only. If a scheduled Settlement Date falls on a public holiday, the Settlement shall be carried out on the next available Business Day.
  
  Payment for all Fees shall be deducted from any Settlement made to the Supplier. Trezza shall not be obligated to settle with the Supplier where it has not received Cleared Funds for a Transaction. The Supplier acknowledges that Trezza has no control over the timing of receipt of Cleared Funds from various payment methods.
  
  For amounts payable under this Agreement, Trezza is authorized to, without prior notice, set-off in whole or in part, the amount of such Fees or other sums payable against any sums held or received by Trezza and/or its Affiliates and owed to the Supplier. For the purpose of exercising any set-off right, Trezza is entitled to convert and/or exchange any currency and is authorized to effect any such conversion at its prevailing exchange rate. Any exercise by Trezza of its rights hereunder shall be without prejudice to and in addition to any other rights and remedies available to it under this Agreement.
  
  Trezza may request financial statements from the Supplier to assess the Supplier’s financial position. Trezza may delay the payment of any open Settlements following termination of this Agreement.
  

• Supplier Terms
  

  All sales of the Supplier Offerings to Customers through the Platform are subject to the Supplier Terms. A Sales Agreement is concluded directly between the Supplier and the Customer, and Trezza, in operating the Platform as an information society service, acts solely as the Supplier’s Commercial Agent, authorised to conclude such Sales Agreements in the Supplier’s name and on the Supplier’s behalf.
  
  The Platform and Solution provide the technical and digital infrastructure for Suppliers to confirm and process Customer orders and Transactions and process payments via Partners. In this capacity, Trezza does not itself sell or resell Supplier Offerings. Instead, Trezza may operate within parameters pre-agreed with the Supplier to facilitate conclusion of Sales Agreements with Customers. Trezza does not acquire title to the Supplier Offerings, is not the seller of record, and does not assume fulfilment obligations, which remain the sole responsibility of the Supplier.
  
  Other than the terms of the Supplier Terms, Trezza controls the terms on which it does business with its Customers and is responsible for compliance with, and enforcement of, its agreements with such Customers.
  

• Representations and Warranties
  

  • Supplier Representations, Warranties and Covenants
    

    The Supplier represents and warrants to Trezza that: (a) It is a corporation duly incorporated and organized and validly subsisting under the laws of its home country and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. (b) The Supplier is duly qualified as a corporation to conduct business in each jurisdiction where the nature of its business or its assets necessitates such qualification. (c) This Agreement has been duly authorized, executed, and delivered by the Supplier and constitutes a legal, valid, and binding obligation of the Supplier, enforceable against the Supplier by Trezza in accordance with its terms. (d) It is engaged in a lawful business and possesses all necessary rights, authorizations, licenses, and permits for its operations, and has undertaken and fulfilled all actions and conditions required to enter into, perform under, and comply with its obligations under this Agreement. (e) It holds the necessary right, title, and license in the Supplier Offering to facilitate the Transactions. (f) It will comply with Applicable Law where the Supplier is registered and located and any other Applicable Law applicable to it, and will promptly notify Trezza in writing if the Supplier cannot so comply. (g) It will not use the Trezza Services for any purpose contrary to Applicable Law or Payment Network Rules, Payment Partner Rules, this Agreement, any additional terms provided by Trezza or its Third-Party Service Providers which apply to the Supplier, or in any way that violates or infringes on the Intellectual Property Rights or privacy rights of a third party; and will promptly notify Trezza in writing if the Supplier learns that it has used the Trezza Services for any such purpose. (h) It has established, maintains, and will maintain a privacy policy on its website through which it informs customers that with respect to Transactions, Customer will be required to provide personal information necessary to process a payment transaction (including fraud prevention) directly to Trezza and its Third-Party Service Providers. (i) It shall inform Customers that Trezza and its Affiliates is/are acting as the Commercial Agent for the Supplier in respect of all Transactions. (j) It will promptly notify Trezza in writing of a significant change or if the Supplier reasonably anticipates a significant change that will affect the number of Transactions processed hereunder. (k) It will provide Customers with Technical Support in respect of the Supplier Offering. (l) It shall ensure that it has, and shall maintain and provide, at its own expense, its own system and such internet access, hardware, software, and other facilities necessary for Trezza to perform the Trezza Services. (m) All information (including computer data) provided by the Supplier to Trezza in connection with the Trezza Services is true, accurate, and complete in all material respects and free of error, viruses, or malware.
    

  • Trezza Representations, Warranties and Covenants
    

    Trezza represents, warrants, and covenants to the Supplier that: (a) It is a corporation duly incorporated and organized and validly subsisting under the laws of the Republic of Lithuania and has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. (b) Trezza is duly qualified to conduct business in each jurisdiction where the nature of its business or its assets necessitates such qualification. (c) This Agreement has been duly authorized, executed, and delivered by Trezza and constitutes a legal, valid, and binding obligation of Trezza, enforceable against Trezza by the Supplier in accordance with its terms. (d) It is engaged in a lawful business and it possesses all necessary rights, authorizations, licenses, and permits for its operations.
    

• Suspension of Service
  

  Trezza may suspend all or any part of the Trezza Services to the Supplier with thirty (30) days' prior written notice, unless the circumstances and gravity of the matter are such that no notice can be provided by Trezza, where: (a) The Supplier has materially breached any Applicable Law, Payment Network Rules, Payment Partner Rules, or provisions of this Agreement. (b) There is a security threat, incident, or breach involving either Party. (c) In Trezza's opinion, it is necessary or desirable to do so due to volatility, disruption, or illiquidity in foreign currency exchange markets. (d) Any cessation of service from Third-Party Service Providers occurs.
  

• Supplier Indemnification
  

  The Supplier shall indemnify, defend, and hold Trezza, its Affiliates, subsidiaries, and each of their respective directors, officers, employees, subcontractors, and other representatives (each, a “Trezza Indemnitee”) harmless from and against any and all Losses incurred by a Trezza Indemnitee arising out of or relating to an action by a third party that arises from or relates to: (a) warranties, descriptions, fitness, merchantability, and safety in respect of the Supplier Offering; (b) claims related to Customers’ use of the Supplier Offering; (c) any claim brought alleging that the Supplier Offering infringes on the Intellectual Property Rights of a third party; (d) inaccurate information, errors, and misrepresentations contained in, or related to, information provided by the Supplier to Trezza; (e) any breach of any representations, warranties, or covenants herein; or (f) gross negligence or wilful misconduct of the Supplier.
  

• Limitation of Liability; Disclaimer
  

  • Trezza Disclaimers and Exclusions
    

    Neither Trezza nor its Affiliates assume any liability for the Supplier’s failure to perform in accordance with this Agreement or any results caused by the Supplier’s acts, omissions, or negligence, or a subcontractor or an agent of the Supplier or an employee of the Supplier, nor shall Trezza or any of its Affiliates have any liability for claims of Third-Party Service Providers, including, but not limited to, claims of third parties arising out of or resulting from, or in connection with Supplier Offering, programs, contracts, promotions, advertising, infringement, or any claim for libel or slander or for the Supplier’s violation of copyright, trademark, or other Intellectual Property Rights.
    
    EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, TREZZA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF COMPATIBILITY, SATISFACTORY QUALITY, COMPATIBLE QUALITY, NON-INFRINGEMENT, FITNESS FOR ANY SPECIAL OR GENERAL PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW. EXCEPT AS OUTLINED IN THIS AGREEMENT, TREZZA MAKES NO REPRESENTATION, WARRANTY, OR CONDITION REGARDING THE ERRORS OR OMISSIONS IN THE CONTENT OF THE TREZZA SERVICES AND ACCURACY, TIMELINESS, AVAILABILITY, RELIABILITY, OR OPERATION OF THE TREZZA SERVICES.
    
    IN NO EVENT WILL TREZZA BE LIABLE TO THE SUPPLIER FOR ANY DAMAGES OR LOSSES OF ANY KIND IN RESPECT OF ANY SERVICES PROVIDED TO TREZZA BY THIRD-PARTY SERVICE PROVIDERS OR WHICH ARISE DUE TO (I) A MISTAKE IN THE TRANSMISSION OF ELECTRONICALLY STORED INFORMATION, SUCH AS DELAYS, MISTAKEN TRANSMISSIONS, DISTORTIONS, OR THE DISAPPEARANCE OF SUCH INFORMATION, OR (II) ANY DISTURBANCE OR INTERRUPTION IN OPERATION OF THE TREZZA SERVICES OR INABILITY TO ACCESS OR LIMITED ACCESS TO THE TREZZA SERVICES.
    

  • Limitation of Liability
    

    THE PARTIES ACKNOWLEDGE THAT THE FOLLOWING PROVISIONS HAVE BEEN NEGOTIATED BY THEM AND REFLECT A FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN AND WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. EXCEPT AS PROVIDED HEREIN, IN NO EVENT WILL TREZZA’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE SUM OF ALL FEES PAID OR PAYABLE BY THE SUPPLIER TO TREZZA IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TREZZA BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) SALES, (C) PROFIT, (D) DATA, (E) USE, OR (F) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE SUPPLIER OFFERINGS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
    

• Term and Termination
  

  This Agreement shall commence on the Effective Date and continue for a period of one (1) year ("Initial Term"). The Term shall automatically renew for successive periods of one (1) year (each a "Renewal Term" and together with the Initial Term the "Term"), unless terminated earlier in accordance with this Agreement. The Effective Date is the later date signed below.
  
  Trezza shall have the right to terminate this Agreement by providing written notice of termination to the Supplier at least thirty (30) days prior to the desired termination date if, without limitation: (a) such termination or suspension is required under Payment Network Rules, Payment Partner Rules or Applicable Law; (b) the Supplier Offering has excessive Chargebacks; or (c) Trezza is unable to meet the requirements of Third-Party Service Providers for payment processing due to the actions or inactions of the Supplier.
  
  Either Party may terminate this Agreement by giving the other Party written notice of termination upon the occurrence of any of the following events: (a) the other Party materially defaults on any of the terms or conditions of this Agreement and fails to cure such default within thirty (30) days of receipt of written notice thereof; except that in the event of any default that is incapable of being cured, such termination shall be effective immediately; (b) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (c) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership, or dissolution.
  
  Upon the termination or expiration of this Agreement: (i) each Party shall return the other Party’s Confidential Information; and (ii) upon request of a Party, the other Party shall confirm in writing that it has complied with the requirements of this Section.
  
  Termination of this Agreement for any reason shall not relieve either Party of its liability for the payment or performance of any obligation already accrued or resulting from acts, omissions, or events occurring prior to the effective date of termination.
  

• General Provisions
  

  • Notices:
    

    Notices sent to either Party shall be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first-class mail postage prepaid to the official contact designated by the Party. The sender shall address a notice to the recipient using the current postal or email address that the sender has on file with respect to the recipient. Either party may change its contact information by giving written notice to the other Party in a timely manner.
    

  • Assignment:
    

    The Supplier shall not assign or transfer this Agreement, or transfer or subcontract any rights or obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Trezza. The rights of Trezza pursuant to this Agreement are freely assignable. This Agreement ensures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
    

  • Governing Law and Jurisdiction:
    

    This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of England and Wales without regard to conflicts of law principles. Any dispute, controversy or claim arising out or in connection of this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in the London Court of International Arbitration in accordance with its rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.
    

  • Cumulative Remedies and Interpretation:
    

    Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion,” when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
    

  • Force Majeure:
    

    Neither Party shall be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, phone or internet outage or disruption, power outage or disruption, computer malfunction, strikes, slowdowns, walkouts, or other labour problems (other than those involving that Party’s employees), internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
    

  • Severability:
    

    Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.
    

  • Waiver:
    

    A waiver of any provision of this Agreement must be in writing, and a waiver in one instance shall not preclude enforcement of such provision on other occasions.
    

  • Independent Contractor:
    

    Trezza is, and shall at all times remain, an independent contractor with the Supplier, and Trezza is not, and shall not represent itself to be the mandatary, joint venturer, co-employer, fiduciary trustee, franchisee, partner, or employee of the Supplier, or to be related to the Supplier other than as an independent Commercial Agent. Trezza will not have, and shall not represent to any third party that it has, any authority to act on behalf of the Supplier, other than as provided for in this Agreement. The Supplier consents to the inclusion by Trezza and its Affiliates of the Supplier’s name and/or logo in its customer list.
    

  • Record Keeping and Data Analysis:
    

    Trezza shall maintain accurate books and records related to its activities under this Agreement for the period required by Applicable Law. To the extent permitted by Applicable Law, Trezza may collect and analyse transactional data, anonymously and in aggregate, for the purpose of identifying trends, statistics, and measurements. For greater clarity, any such data analysed shall be aggregated and shall exclude any personally-identifiable information. Such data shall not be considered Confidential Information, and Trezza shall be entitled to use any such data as it may see fit in any manner and for any purpose it may choose. Except as otherwise specifically stated in this Section, the provisions of this Agreement are for the benefit of Trezza and the Supplier and not for any other person or entity.
    

  • Amendments:
    

    With the exception of Trezza’s unilateral right to amend the Agreement if a Third-Party Service Provider changes the terms or increases the costs related to its provision of the Services provided hereunder or the Supplier’s failure to terminate the agreement after Trezza provides sixty (60) days written notice of an amendment to the agreement, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, shall be binding unless executed in writing by the Party or Parties to be bound thereby.
    

  • Public Announcements:
    

    Neither Party shall issue any press release or make any public announcement (in any medium, including through social media) relating to the subject matter of this Agreement without the prior written consent of the other Party.
    

• Data Processing
  

  During performance of this Agreement, Trezza shall process personal data generated by the Platform and ordinary business arrangements. When Trezza processes personal data in a capacity of a Commercial Agent, it acts as a data processor, and the following data processing instructions apply:

  • Processing Instructions:
    

    Trezza as data processor shall process personal data of the Supplier’s Customers only on documented instructions from the Supplier, including regarding transfers to third countries or international organizations, unless required by EU or Member State law. The initial instructions to collect data of the Customers for the purposes of contract conclusion and facilitation of the sale, are provided in this Agreement.
    

  • Confidentiality:
    

    Trezza shall ensure that persons authorized to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
    

  • Security Measures:
    

    Trezza takes data security seriously and implements adequate technical and organizational measures to ensure a level of security is appropriate to the risk. Data is located in AWS cloud servers.
    

  • General Authorization:
    

    Supplier provides general written authorization for Trezza to engage sub-processors. Trezza shall inform the Supplier of any intended changes concerning addition or replacement of sub-processors, giving the Supplier the opportunity to object within 5 days of notification.
    

  • Assistance Obligations:
    

    Taking into account the nature of processing, Trezza shall assist the Supplier, insofar as possible, (i) in fulfilling the Supplier’s obligation to respond to requests for exercising data subject rights; (ii) in ensuring compliance with obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and information available to the Processor; (iii) in performing a privacy impact assessment or answering  the regulator’s questions.
    

  • Breach Notification:
    

    The Processor shall notify the Controller without undue delay after becoming aware of a personal data breach.
    

  • End of Processing:
    

    At the choice of the Supplier, Trezza shall delete or return all personal data after the end of services relating to processing, and delete existing copies unless EU or Member State law requires storage.
    

  • Audit Rights:

    Trezza shall allow for and contribute to audits, including inspections, conducted by the Supplier. Such audits will be conducted by way of a questionnaire or interview. All audit expenses shall be covered by the Supplier.
    
    When Trezza processes personal data generated by the Platform outside of the Commercial Agency relationships (i.e., when data is processed for Platform or Trezza’s business development) Trezza shall act as a separate data controller. As a separate data controller, Trezza shall strictly comply to such data controller’s obligations described in the GDPR.