ISV framework agreement

This Framework Agreement is entered into by Viva Payments and any Independent Software Vendor (hereinafter “ISV”) who wishes to collaborate with Viva Payments in order to integrate any ISV’s software (“ISV software”) with VIVA PAYMENTS acquiring solutions as available from time to time (including indicatively POS Terminals and e-commerce) (hereinafter “VIVA applications”) and describes the terms, rights, obligations & commitments undertaken by each of them for the collaboration hereunder.

By accepting these terms, the ISV declares that has read and understood the terms described hereunder and accepts to be bound by this Framework Agreement. ISV also accepts that VIVA PAYMENTS is entitled to unilaterally change any term hereof, by uploading relevant change on VIVA PAYMENTS’ official website and such changes shall apply automatically, otherwise the ISV shall declare to VIVA PAYMENTS termination hereof.

1. DEFINITIONS

ISV: Any individual or entity developing software that is used by Merchants.

Integration solution: the solution that has been developed independently by the ISV, by virtue of which ISV’s software and VIVA applications are successfully interconnected.

Merchant: any individual, freelancer or legal entity that operates business activity and has signed up to VIVA PAYMENTS as User of its acquiring services to accept payments from Merchant’s clients.

VIVA applications: Payment solutions as developed from time to time by VIVA PAYMENTS, which are made available to Merchants including indicatively POS terminals, other devices (i.e. smartphones) and e-commerce platforms.

Transaction: any transaction concluded by Merchant which is further routed to VIVA applications for settlement through the integration solution.

2. SCOPE OF COLLABORATION- ISV’s RESPONSIBILITIES

2.1. The ISV declares that has the capacity to integrate ISV’s software with Viva applications, so that Merchants will be able to route their transactions for settlement to VIVA PAYMENTS directly from ISV’s software to Viva applications.

2.2. The ISV undertakes that the integration solution developed by the former shall be lawful, functional and shall not breach any rights of VIVA PAYMENTS or any other third party, including Intellectual property rights. ISV shall be exclusively liable towards Merchants, VIVA PAYMENTS and any third party for any claim that may arise out of the Integration solution (indicatively for the legality, proper functionality, any Transactions initiated and routed through integration solution without Merchant’s consent, etc).

2.3. ISV undertakes to communicate the Integration Solution to Merchants with any proper manner and effectively support the Merchants for any enquiries that may face with the Integration Solution and keep on ISV’s official website all the relevant contact info, necessary for the Merchant to contact the ISV.

3. ISV’s FEES

3.1. For each Transaction that has been successfully settled by VIVA PAYMENTS through Integration Solution, ISV shall be entitled to the fee, as defined in clause 3.2. below.

3.2. The exact fee amount will be unilaterally defined by the ISV and should be binding for VIVA PAYMENTS only upon publishment of such fee on the official ISV’s webpage. The fee amount as published shall include any costs, deductions and taxes (VAT or other) that shall be borne by VIVA PAYMENTS. The ISV shall invoice the fees corresponding to successful Transactions of a calendar month within ten days of the next calendar month. VIVA PAYMENTS shall pay the amount invoiced within thirty (30) days from invoice receipt.

3.3. In case of Transactions that have been unsuccessful, disputed or refunded, the ISV shall no be entitled to any fee and if ISV has received any such fees, these should be refunded to VIVA PAYMENTS.

3.4. In case of any breach of ISV’s obligations, VIVA PAYMENTS may suspend any fee payment until ISV cures that breach (if curable) or, in case of non- curable breaches, VIVA PAYMENTS may terminate this Agreement and withhold any outstanding payments to the ISV as penalty.

4. TERMINATION

4.1. Each Party may terminate this Framework Agreement for convenience, upon thirty (30) days prior written notice to the other party.

4.2. VIVA PAYMENTS may terminate this Agreement immediately in case of breach of ISV’s obligations here from.

4.3. Upon termination, ISV is obliged to cease immediately offering the integration solution, cease the interconnection with VIVA applications and stop using any VIVA PAYMENTS logos and Trademarks or references to cooperation with the latter.

5. APPLICABLE LAW-JURISDICTION

This agreement and performance hereunder shall be interpreted, construed and enforced in all respects, in accordance with the laws of Greece. Any action, claim or dispute hereunder shall be resolved by the Courts of Athens, which are agreed as exclusively competent.