Public offer for the provision of services

Preamble

This document is a public offer of Elaris Payments L.L.C-FZ, a Limited Liability Company registered in the Meydan Free Zone, Dubai, United Arab Emirates, licence number 2654048.01, registration number 2654048 (the Provider).

The offer is addressed to legal entities and sole traders that intend to accept payments from their customers using the Provider's service. Services under this offer are not provided to individuals acting outside a business activity.

Please read the offer carefully. If you do not agree with any of its terms, do not perform the acceptance actions described in section 3.

1. Terms and definitions

1.1. The following terms are used in this offer.

1.2. Offer means this document, published on the Provider's website, containing all material terms of an agreement for the paid provision of payment acceptance services.

1.3. Acceptance means the full and unconditional acceptance by the Merchant of the terms of the Offer by performing the actions set out in section 3. Acceptance constitutes the conclusion of an agreement between the Merchant and the Provider on the terms of the Offer.

1.4. Merchant means a legal entity or sole trader that has concluded an agreement with the Provider by accepting the Offer and uses the service to accept payments for its own goods, works or services.

1.5. Payer means an individual or legal entity that makes a Payment in favour of the Merchant using the Provider's service.

1.6. Payment means a funds transfer transaction initiated by the Payer in favour of the Merchant through the payment instruments supported by the service, including payment cards, instant payment systems and other methods, the list of which is published in the Merchant Portal.

1.7. Settlement Report means an electronic document generated by the Provider for a reporting period, listing accepted, refunded and cancelled Payments, the amount of the Provider's fee withheld and the amount payable to the Merchant. The Settlement Report is the basis for settlements between the parties.

1.8. Payout means the transfer by the Provider to the Merchant's bank account of funds received in respect of accepted Payments, less the Provider's fee and any other deductions provided for by the agreement.

1.9. Merchant Portal means the restricted area of the service to which the Merchant is granted access by means of a login and password or another authentication method. The Merchant Portal displays Payments, Settlement Reports, Payouts, fee terms and notices from the Provider.

1.10. Fee Schedule means the document signed by the parties or agreed in the Merchant Portal that sets out the specific rates of the Provider's fee, Payout timelines, transaction limits and other commercial terms for a particular Merchant.

1.11. Disputed Transaction means a Payment in respect of which the Payer, the issuing bank, a card scheme or a competent authority has raised a claim, demanded a refund or initiated a chargeback procedure.

1.12. Terms not defined in this section are construed with the meaning given to them by applicable law and by card scheme rules.

2. Subject of the agreement

2.1. The Provider undertakes to provide the Merchant with services for arranging the acceptance of Payments in favour of the Merchant, processing and transmitting information related to Payments, generating Settlement Reports and making Payouts, and the Merchant undertakes to accept those services and to pay the Provider's fee in the manner set out in the agreement.

2.2. The services include: onboarding the Merchant to the service, granting access to the Merchant Portal and the application programming interfaces, processing transactions, technical support, reporting and settlements under Settlement Reports.

2.3. The Provider provides the services within the activities permitted by its licence: Payment Services Provider and Digital content services.

2.4. The Provider is not a party to the transaction between the Merchant and the Payer. The obligation to deliver goods, perform works or render services to the Payer rests solely with the Merchant. The Provider is not responsible for the quality, completeness, timing or lawfulness of what the Merchant sells to Payers.

2.5. The list of available payment acceptance methods, supported currencies and technical capabilities of the service is determined by the Provider and may change. The current list is published in the Merchant Portal and in the technical documentation.

2.6. The Provider may engage third parties to perform the agreement, including banks, card schemes and technology suppliers, while remaining responsible to the Merchant for the provision of the services.

3. Conclusion of the agreement and acceptance

3.1. The agreement is deemed concluded at the moment the Merchant accepts the Offer. A separate paper document need not be executed unless the parties have expressly agreed otherwise.

3.2. Acceptance of the Offer is constituted by the Merchant performing any of the following actions:

• submitting an onboarding application through the Provider's website or the Merchant Portal together with confirmation of agreement to the Offer;
• signing a Fee Schedule or another document that refers to this Offer;
• commencing actual use of the service, including sending the first request to create a Payment through the application programming interface.

3.3. Before access to the service is granted, the Merchant undergoes a due diligence procedure. The Merchant provides constitutional documents, information on beneficial owners, information about the nature of its business and the goods, works and services it sells, and any other documents requested by the Provider.

3.4. The Provider may refuse to conclude the agreement or to grant access to the service without giving reasons, including where the Merchant's business is inconsistent with card scheme rules, partner bank requirements or applicable law.

3.5. The Merchant confirms that it has the necessary legal capacity and that the person performing the acceptance is authorised to conclude the agreement on behalf of the Merchant.

3.6. The information and documents provided at onboarding must be accurate and up to date. The Merchant must notify the Provider of any change within the period set out in the Fee Schedule or in the service regulations.

4. Rights and obligations of the parties

4.1. The Provider undertakes to

• maintain the technical capability to accept Payments in favour of the Merchant in accordance with the agreement;
• generate Settlement Reports for the reporting periods and make them available to the Merchant in the Merchant Portal;
• make Payouts to the Merchant's bank account in the manner and within the periods set out in section 5 and the Fee Schedule;
• provide technical support through the channels listed on the website and in the Merchant Portal;
• notify the Merchant of planned maintenance where it may affect the acceptance of Payments;
• protect the data transmitted in accordance with applicable security requirements and card scheme rules.

4.2. The Provider is entitled to

• request documents and explanations from the Merchant regarding transactions, the nature of its business and the source of funds;
• suspend the acceptance of Payments, Payouts or access to the Merchant Portal where signs of a breach of the agreement, of card scheme rules or of applicable law are identified, or where fraudulent transactions are suspected;
• set and change limits on transaction amounts and volumes;
• withhold from the amounts payable its fee, refund amounts, amounts of Disputed Transactions and card scheme fines;
• engage third parties to perform the agreement;
• amend the Offer unilaterally in the manner set out in section 10.

4.3. The Merchant undertakes to

• use the service solely to accept payment for its own goods, works and services, the sale of which is not prohibited by applicable law or card scheme rules;
• publish on its website or in its application accurate information about itself, about the goods, works and services offered, how they are delivered, the refund procedure and how to contact the Merchant;
• perform its obligations to Payers in full and on time;
• provide the Provider with documents and explanations on request within the period stated in the request;
• keep the Merchant Portal credentials and interface keys confidential and notify the Provider immediately if they are compromised;
• bear on its own the tax obligations arising in connection with the Payments accepted;
• handle enquiries from Payers and take part in resolving Disputed Transactions in the manner set out in section 7.

4.4. The Merchant must not

• accept Payments in favour of third parties without the Provider's written consent;
• use the service for transactions aimed at cashing out funds, circumventing sanctions restrictions, laundering the proceeds of crime or financing prohibited activity;
• mislead Payers as to the subject matter, terms or price of a transaction;
• take any action that impairs the operation of the service or the security of transaction processing.

4.5. The Merchant is entitled to

• access the Merchant Portal, Settlement Reports and reporting on its transactions;
• request technical support;
• initiate a refund of a Payment in the manner set out in section 7;
• terminate the agreement in the manner set out in section 10.

5. Settlements and payouts

5.1. Funds received from Payers in respect of Payments in favour of the Merchant are recorded by the Provider separately and are not the property of the Provider, with the exception of fee amounts.

5.2. For each reporting period the Provider generates a Settlement Report. The Settlement Report lists the accepted Payments, information on refunds and cancelled transactions, the Provider's fee, any other deductions and the final amount payable.

5.3. The Settlement Report is made available in the Merchant Portal. If the Merchant does not submit a reasoned objection to the Settlement Report within the period set out in the Fee Schedule, the Settlement Report is deemed agreed and the services for the relevant period are deemed duly provided and accepted by the Merchant.

5.4. Payouts are made to the Merchant's bank account, the details of which are stated in the Merchant Portal and confirmed by the Provider. Payouts to accounts of third parties are not made.

5.5. The Provider's fee is withheld from the Payout amount. No separate invoice for the fee is required unless the Fee Schedule provides otherwise.

5.6. The frequency and timing of Payouts, the reporting period, the minimum Payout amount and the treatment of carried-over balances are set out in the Fee Schedule. This Offer does not establish specific periods or amounts.

5.7. The Provider's Payout obligation is deemed performed at the moment the funds are debited from its account in favour of the Merchant.

5.8. The Provider may withhold a Payout in whole or in part for the period required to review the transactions, where a request is received from a bank, a card scheme or a competent authority, or where the circumstances referred to in clause 4.2 are identified. The Merchant is notified of any such hold through the Merchant Portal.

5.9. The Provider may create a rolling reserve by retaining part of the amounts payable in order to cover potential refunds and Disputed Transactions. The size of the reserve, the retention period and the release procedure are set out in the Fee Schedule.

5.10. If the amount of deductions exceeds the amount payable, the Merchant reimburses the difference to the Provider within the period stated in the Provider's demand.

5.11. All settlements are made in the currency agreed by the parties in the Fee Schedule. Conversion costs and correspondent bank charges are borne by the party designated in the Fee Schedule.

5.12. The Merchant is responsible for checking that its bank details are correct. The Provider is not liable for the consequences of transferring funds to details that the Merchant has stated incorrectly.

6. Fees and the procedure for changing them

6.1. The Provider's fee is set out in the Fee Schedule to the agreement. The Fee Schedule forms an integral part of the agreement.

6.2. The Fee Schedule may provide for several types of fee. The structure of the fee is shown below. The specific value of each line is fixed only in the Fee Schedule agreed with the particular Merchant.

6.3. Any figures for rates, timelines and limits shown on the Provider's website, in presentations, calculators and other informational materials are illustrative. They serve as a preliminary estimate and do not constitute an offer as to price. Only the values recorded in the Fee Schedule are binding on the parties.

6.4. Fee terms may depend on the Merchant's line of business, turnover, refund and Disputed Transaction ratios, the set of payment methods enabled and other factors assessed by the Provider.

6.5. The Provider may change the fee terms by giving the Merchant notice through the Merchant Portal or to the email address provided at onboarding. The prior notice period is set out in the Fee Schedule.

6.6. If the Merchant does not agree with the new fee terms, it may terminate the agreement in the manner set out in section 10 before the change takes effect. Continued use of the service after the change takes effect constitutes agreement with the new terms.

6.7. Fee changes caused by changes in card scheme fees, partner bank charges or regulatory requirements may be introduced within a period matching that of those changes, including without prior notice where prior notice is not possible.

7. Refunds and disputed transactions

7.1. A refund of a Payment to the Payer is initiated by the Merchant through the Merchant Portal or the application programming interface. The Provider carries out the technical processing of the refund.

7.2. The grounds for and timing of a refund to the Payer are governed by the contract between the Merchant and the Payer and by applicable law. The decision to refund is taken by the Merchant, the Provider does not take that decision and is not responsible for it.

7.3. The refund amount is withheld from the Merchant's next Payout. If the available amounts are insufficient, the Merchant transfers the shortfall to the Provider on demand.

7.4. The Provider's fee for accepting a Payment that is subsequently refunded is not returned to the Merchant unless the Fee Schedule provides otherwise.

7.5. On receiving information about a Disputed Transaction, the Provider notifies the Merchant through the Merchant Portal and requests documents confirming that the Merchant has performed its obligations to the Payer.

7.6. The Merchant must provide the requested documents within the period stated in the request. That period is set by card scheme rules and cannot be extended by the Provider. Failure to provide the documents in time is treated as the Merchant accepting the Payer's claim.

7.7. If a Disputed Transaction is resolved against the Merchant, the transaction amount and the related costs, including card scheme fines, are withheld from Payouts to the Merchant or reimbursed by the Merchant on the Provider's demand.

7.8. The Provider may impose additional operating conditions on the Merchant, including an increased reserve and reduced limits, if the refund or Disputed Transaction ratio exceeds the thresholds set by card schemes or by the Fee Schedule.

8. Liability of the parties and force majeure

8.1. The parties are liable for failure to perform or improper performance of their obligations in accordance with the agreement and applicable law.

8.2. The service is provided on an as available basis. The Provider makes reasonable efforts to keep the service running without interruption but does not guarantee the complete absence of interruptions caused by maintenance or by failures at partner banks, card schemes, telecommunications operators or other third parties.

8.3. The Provider is not liable for:

• the Merchant's failure to perform its obligations to Payers;
• the content of the Merchant's website, application and materials, or the goods, works and services it sells;
• the actions of Payers, issuing banks, card schemes and other third parties;
• the consequences of the Merchant's Merchant Portal credentials or interface keys being compromised, where the compromise is not the fault of the Provider;
• losses arising from the Merchant providing inaccurate information or incorrect bank details.

8.4. The Provider's liability is limited to the amount of its fee actually received from the Merchant for the period preceding the event that caused the losses. The length of that period is set out in the Fee Schedule. Loss of profit is not recoverable.

8.5. The Merchant reimburses the Provider for documented losses, card scheme fines and third party claims arising from the Merchant's breach of the agreement, of card scheme rules or of applicable law.

8.6. The parties are released from liability for failure to perform their obligations where that failure is caused by force majeure: natural disasters, fire, military action, acts of public authorities including sanctions and currency restrictions, large scale failures of communication networks and payment infrastructure, and other circumstances beyond the reasonable control of the parties.

8.7. The party affected by force majeure notifies the other party within a reasonable period. The period for performing obligations is extended for the duration of those circumstances.

8.8. If force majeure continues without interruption for longer than the period set out in the Fee Schedule, either party may withdraw from the agreement after completing the mutual settlements.

8.9. The limitations of liability set out in this section do not apply to wilful misconduct or to the extent such limitations are not permitted by applicable law.

9. Confidentiality

9.1. Confidential information means information obtained by the parties in connection with the performance of the agreement: fee terms, transaction volumes and structure, the technical architecture of the service, access keys, and information expressly marked as confidential by the disclosing party.

9.2. The parties undertake not to disclose confidential information to third parties without the written consent of the disclosing party and to use it solely for the purposes of performing the agreement.

9.3. It is not a breach to disclose information: at the request of competent authorities, partner banks and card schemes within their powers; to auditors and advisers bound by a confidentiality obligation; to the extent necessary to protect a party's rights in a dispute.

9.4. The parties process the personal data of Payers in accordance with applicable law. The processing of personal data is described in the Provider's Privacy Policy.

9.5. The Merchant does not store or transmit to the Provider full payment card details, except in the cases expressly provided for by the technical documentation and card scheme rules.

9.6. Confidentiality obligations apply for the term of the agreement and survive its termination for the period established by applicable law.

10. Term, amendment and termination of the agreement

10.1. The agreement takes effect on acceptance of the Offer and remains in force indefinitely unless the parties agree otherwise.

10.2. The Provider may amend the terms of the Offer unilaterally. The new version is published on the Provider's website with the version date stated and takes effect within the period stated at publication.

10.3. The Merchant is responsible for keeping track of the current version of the Offer. Use of the service after a change takes effect constitutes the Merchant's agreement with the new version.

10.4. Either party may withdraw from the agreement by giving notice to the other party. The prior notice period is set out in the Fee Schedule.

10.5. The Provider may withdraw from the agreement unilaterally and out of court without prior notice if the Merchant breaches the agreement, card scheme rules or applicable law, or if continuing the relationship creates a risk for the Provider or its partners.

10.6. Termination of the agreement does not release the parties from obligations that arose before termination, including obligations relating to settlements, refunds and Disputed Transactions.

10.7. After termination the Provider may retain a reserve to cover potential refunds and Disputed Transactions for the period set out in the Fee Schedule, after which it transfers the balance to the Merchant.

10.8. Notices are deemed properly given if sent through the Merchant Portal or to the email addresses provided by the parties at onboarding.

11. Governing law and dispute resolution

11.1. The agreement and the relations between the parties are governed by the law of the United Arab Emirates, including the rules applicable to entities registered in the Meydan Free Zone, Emirate of Dubai.

11.2. The parties resolve disagreements through negotiation. A pre-action claim procedure is mandatory. A claim is sent in writing, including by email to the address stated in section 12.

11.3. The period for reviewing a claim is set out in the Fee Schedule or in the service regulations.

11.4. If the parties fail to reach agreement, the dispute is referred to the competent court of the Emirate of Dubai, United Arab Emirates, unless the parties have agreed separately to refer the dispute to arbitration.

11.5. The invalidity of any individual provision of the agreement does not render the remaining provisions invalid.

11.6. This Offer is published in Russian and in English. In the event of a discrepancy between the versions, the version designated by the parties in the Fee Schedule prevails and, in the absence of such a designation, the English version prevails.

12. Details of the provider

12.1. Details of the party providing the services under this Offer.

12.2. Bank details for settlements are communicated to the Merchant separately at onboarding and are stated in the Fee Schedule. Bank details are not published in the text of the Offer.

12.3. The Merchant's details are those it provided at onboarding and confirmed in the Merchant Portal.

12.4. The Provider notifies Merchants of any change to its own details through the Merchant Portal and by publishing a new version of the Offer.