1. Terms and Definitions

1.1. Market Fintech Ltd, referred to as “we,” “us,” or “our” – means Market Fintech Ltd, a company incorporated in Canada under registration number 1000688883, holding a Money Services Business (MSB) license (No. M24608268) and having its registered office at 18 King Street East, Suite 1400, Toronto, Ontario, M5C1C4, Canada.

1.2. Merchant, referred to as “you” or “your” – means the individual or legal entity entering into this Merchant Service Agreement with Market Fintech Ltd.

1.3. Authorization – the electronic process undertaken by International Payment Systems to obtain approval from the Card Issuer to proceed with a transaction. This involves verification of the Card, Transaction Data, Cardholder identity, and the availability of sufficient funds.

1.4. Card – a payment card (e.g., Visa, Visa Electron, MasterCard, Maestro, or other recognized card schemes) used to initiate a Transaction.

1.5. Cardholder – the individual or legal entity to whom a Card is issued, or who is authorized to use the Card. In the context of purchasing goods or services, the term may also refer to the customer making the purchase, where different from the Cardholder.

1.6. Card Issuer – the financial institution or organization that issues the Card to the Cardholder.

1.7. Chargeback – a dispute or claim initiated by the Card Issuer, in accordance with the rules of the International Payment Systems, challenging the validity of a completed Transaction.

1.8. Commission Fee – the fee payable to Market Fintech Ltd for the services rendered under this Agreement.

1.9. Confidential Information – any information marked as “confidential” or “proprietary,” or which should reasonably be understood as confidential due to its nature or context. This includes, without limitation, the terms of this Agreement, business strategies, financial data, methods, customer lists, technical specifications, and transaction details.

1.10. Merchant Application – the electronic form completed by the Merchant that provides detailed business information, including types of goods or services offered, accepted Card types, and account details for settlement. It also includes financial disclosures and any other information required for onboarding.

1.11. MID Application (Merchant Identification Number Application) – an electronic form submitted by the Merchant to request registration of a new website or e-commerce platform (“E-Shop”) for payment processing.

1.12. E-Shop – the Merchant’s online storefront or platform through which goods and services are offered. Each new E-Shop requires submission of a completed MID Application and any supporting documents to Market Fintech Ltd.

1.13. International Payment Systems – card payment networks and schemes such as VISA, MasterCard, as well as other Alternative Payment Methods (APMs). This term includes any associated operating rules, technical standards, and agreements between the APM providers, intermediaries, and Market Fintech Ltd.

1.14. Issuer – the financial institution or legal entity that issues the Card used in a Transaction.

1.15. PCI DSS – the Payment Card Industry Data Security Standard, a set of global security requirements established by International Payment Systems for the handling, storage, and transmission of Card and Transaction Data.

1.16. Refund – the process of returning a Transaction Amount to the Cardholder, typically initiated by the Merchant in accordance with applicable rules and procedures.

1.17. Rules of the International Payment Systems – the operating standards, policies, and guidelines issued by payment card networks such as Visa and MasterCard, governing Card usage, Transaction processing, branding, and data handling.

1.18. Reserve Amount – funds held or secured by Market Fintech Ltd from the Merchant to cover potential liabilities or obligations arising under this Agreement, such as chargebacks or unpaid fees.

1.19. Software – any technical tools, platforms, or applications provided by Market Fintech Ltd to the Merchant to enable and manage payment processing services.

1.20. Successful Authorization – confirmation received from the Issuer approving a Transaction, including authorization to debit the Cardholder’s account for the Transaction Amount and any applicable fees.

1.22. Transaction – any financial activity involving the use of a Card or APM for the purchase of goods or services, or to fund an account electronically, if such service is provided by the Merchant.

1.23. Transaction Amount – the monetary value specified in the Authorization request, confirmed by the Issuer, to be processed as part of the Transaction.

1.24. Transaction Data – all records related to a Transaction, whether written or electronic, including authorization codes, settlement records, timestamps, and other related data.

2. SUBJECT OF THE AGREEMENT

2.1 These Terms and Conditions govern the services provided by Market Fintech Ltd (MF) and form an integral part of the Market Fintech Ltd Merchant Service Agreement (the “Agreement”) entered into between you (“the Merchant”) and Market Fintech Ltd.

2.2 In the event of any conflict between these Terms and Conditions and specific provisions set out in the Merchant Service Agreement, the terms of the Agreement shall prevail to the extent necessary to resolve the conflict.

2.3 The Merchant Service Agreement between the parties shall only be deemed concluded upon:

• Mutual acceptance of these Terms and Conditions;
• Successful completion of MF’s merchant onboarding process, which may include verification of the Merchant’s identity, review of shareholder and ownership structure, creditworthiness assessments, and other customer due diligence procedures required under applicable laws and regulatory obligations.

2.4 Under the scope of the Agreement, and to facilitate the acceptance of card and alternative payment method (APM) transactions via the Merchant’s E-Shop or other platforms, Market Fintech Ltd agrees to:

2.4.1 Provide the Merchant with access to MF’s secure payment infrastructure and connection to International Payment Systems;

2.4.2 Transfer processed Transaction Amounts to the Merchant’s designated settlement account as specified in the Agreement;

2.4.3 Carry out all other related services and actions in accordance with the terms of this Agreement.

2.5 Under the same Agreement, the Merchant agrees to:

2.5.1 Monitor and maintain records of all Transactions and Chargebacks in accordance with the Rules of the International Payment Systems and the reporting requirements outlined in this Agreement and its annexes;

2.5.2 Manage the processing of Chargebacks and implement appropriate refund procedures;

2.5.3 Accept Cards and APMs for payment in the E-Shop or other platforms in full compliance with the Agreement, its annexes, and the applicable rules and standards of the International Payment Systems;

2.5.4 Perform any additional actions required under the terms of this Agreement to ensure ongoing compliance and proper use of the services.

3. RIGHTS AND OBLIGATIONS OF MARKET FINTECH LTD

3.1 Services Provided – Under this Agreement, Market Fintech Ltd (MF) agrees to provide the following services to the Merchant:

3.1.1Card payment processing services;

3.1.2 Alternative Payment Method (APM) processing and settlement services;

3.1.3 Chargeback management;

3.1.4 Provision of payment software and technical integration tools.

3.2 MF shall perform all services in accordance with this Agreement, its annexes, applicable laws, and the rules of the International Payment Systems.

3.3 Upon the Merchant’s written request, MF shall provide a complete transaction record (including Invoice ID and RRN) obtained from the acquiring bank in relation to any withheld funds.

3.4 MF shall deduct all applicable Commission Fees and Security Deposit amounts as defined in this Agreement and its annexes.

3.5 Rights of Market Fintech Ltd – MF reserves the right to:

3.5.1 Request supporting documentation and transaction records from the Merchant at any time as reasonably necessary for compliance or verification purposes.

3.5.2 Delay the settlement of Transaction Amounts for up to 10 (ten) business days if the transaction is subject to further review due to a potential Chargeback or suspicion of fraudulent, illegal, or non-compliant activity under the Rules of the International Payment Systems.

3.5.3 Withhold settlement of Transaction Amounts for up to 180 (one hundred eighty) days for transactions that are subject to active Chargebacks or in cases where the Merchant has failed to provide supporting documentation.
If a Chargeback is ultimately rejected by the International Payment System and funds are recovered by MF, the withheld amount will be transferred to the Merchant within 7 (seven) business days.
If the Chargeback is upheld, the funds will be used to satisfy the Merchant’s liability and will not be returned.

3.5.4 Suspend the acceptance of Cards and APMs, and/or delay the transfer of Transaction Amounts if MF receives credible information suggesting the Merchant may be involved in money laundering, terrorist financing, or any other unlawful activity. MF will resume service based on available information and guidance from relevant authorities and International Payment Systems.

3.5.5 Suspend card/APM acceptance or settlements if breaches of this Agreement or the Rules of the International Payment Systems are detected in the Merchant’s operations or E-Shop. Resumption of services will be at MF’s sole discretion based on its findings and recommendations from payment system partners.

3.5.6 Deduct the following amounts from any Merchant account held with MF:

• 3.5.6.1 Chargebacks, including associated commission fees, dispute resolution, and arbitration costs;
• 3.5.6.2 Documented fines imposed on MF due to the Merchant’s violations of International Payment System rules;
• 3.5.6.3 Any unpaid obligations or outstanding liabilities owed by the Merchant to MF;
• 3.5.6.4 Documented direct losses incurred by MF due to the Merchant’s actions;
• 3.5.6.5 Documented losses resulting from legal or regulatory proceedings as defined in this Agreement.

3.5.7 Apply and manage the Security Deposit as stipulated in this Agreement, including using it to offset liabilities incurred by the Merchant.

3.5.8 Unilaterally revise the terms of cooperation under this Agreement with at least three (3) days’ prior notice to the Merchant. MF may also reassess the viability of continuing the Agreement due to changes in International Payment System rules or reasonable suspicion of the Merchant’s non-compliance.

3.5.9 At its sole discretion, accept or reject any submitted Merchant Application or MID Application, particularly in cases of non-compliance or risk concerns.

3.5.10 Impose fines on the Merchant for violations of this Agreement or International Payment System rules. MF reserves the right to unilaterally determine the fine amount, taking into account penalties typically applied by payment networks in similar circumstances.

3.6 The Merchant assumes full financial responsibility for any and all claims presented by Visa, MasterCard, other payment card schemes, or Market Fintech Ltd arising from its use of the services provided under this Agreement.

4. RIGHTS AND OBLIGATIONS OF THE MERCHANT

4.1 Merchant Obligations – The Merchant agrees to:

4.1.1 Accept Cards and Alternative Payment Methods (APMs) listed in the Merchant Application as valid forms of payment for goods and services offered via the Merchant’s E-Shop.

4.1.2 Only accept Card/APM payments for goods and services that align with the business activity described in the Merchant Application and other documentation submitted to Market Fintech Ltd (MF).

4.1.3 Comply with all applicable laws and regulations in the jurisdictions where the Merchant operates.

4.1.4 Adhere to the rules of the International Payment Systems and comply with all related technical and operational requirements.

4.1.5 Ensure that its staff, contractors, and any relevant third parties are informed of the applicable terms of this Agreement and the rules of the International Payment Systems, and ensure their compliance throughout the term of the Agreement.

4.1.6 Notify MF immediately, and no later than three (3) business days, of any suspected fraudulent or illegal activity involving Cards or APMs.

4.1.7 Respond to Chargebacks in accordance with the dispute resolution procedures of the relevant International Payment Systems.

4.1.8 Cooperate fully with MF in the investigation and resolution of Chargebacks, to the extent reasonably requested.

4.1.9 Provide supporting documentation for disputed Transactions and relevant explanations no later than three (3) business days after receiving a request from MF.

4.1.10 Notify MF within three (3) business days of the decision to either accept or contest a Chargeback, including submission of all necessary documents.

4.1.11 Issue full or partial refunds to Cardholders/APM users in accordance with its cancellation or refund policy when a Transaction is canceled or goods/services are returned.

4.1.12 Provide full refunds where required by the rules of the International Payment Systems.

4.1.13 Retain Transaction records (in electronic or printed format) for a minimum of two (2) years from the Transaction date.

4.1.14 Use MF’s Software exclusively for processing Card and APM payments in the Merchant’s E-Shop.

4.1.15 Perform the daily reconciliation process as prescribed by MF’s Software, including summarizing all approved, rejected, and returned transactions.

4.1.16 Inform MF immediately, and no later than three (3) business days, of any changes to the information previously provided under this Agreement, submitting supporting documentation as needed.

4.1.17 Promptly provide MF with any information required for the performance of its obligations under this Agreement, no later than three (3) business days from the request.

4.1.18 Maintain and fund the required Reserve Amount as specified in the Agreement.

4.1.19 Pay any outstanding invoice issued by MF within ten (10) days, if sufficient funds are not available in the Merchant’s accounts to cover deductions outlined in Clause 3.5.6.

4.1.20 Pay all applicable Commission Fees, which MF is authorized to deduct from the Merchant’s account(s) or from the settled Transaction Amounts without further authorization.

4.2 Prohibited Actions –The Merchant shall not:

4.2.1 Charge additional fees (surcharges) for Card/APM payments unless explicitly permitted by applicable law and approved by MF in accordance with the rules of the International Payment Systems. Any such fee must be included in the total Transaction Amount and disclosed to the Cardholder before payment.

4.2.2 Impose minimum or maximum Transaction Amount requirements on customers.

4.2.3 Accept Cards/APMs for repayment or refinancing of existing debts; payments may only be accepted for specific goods or services.

4.2.4 Dispense cash to the Cardholder as part of a Transaction.

4.2.5 Issue commercial checks, bills, or other negotiable instruments in connection with a Card/APM Transaction.

4.2.6 Split a single Transaction into multiple smaller Transactions.

4.2.7 Accept payments on behalf of third-party businesses or for third-party commercial activity.

4.2.8 Issue electronic money as a result of a Transaction.

4.2.9 Use Transaction Data for any purpose other than lawful Transaction processing in accordance with the rules of the International Payment Systems.

4.3 Merchant Rights – The Merchant shall have the right to:

4.3.1 Receive MF’s services to enable Card and APM acceptance in the E-Shop and have the corresponding Transaction Amounts settled into the account specified in the Merchant Application.

4.3.2 Receive Software tools, technical support, and maintenance services from MF to facilitate payment processing.

4.3.3 Authorize MF, without the need for further consent or instruction, to deduct any amounts owed under Clause 3.5.6 directly from the Merchant’s account or from the Transaction Amounts.

5. THE RESERVE AMOUNT

5.1 Market Fintech Ltd (MF) shall deduct a Reserve Amount from the incoming Transaction Amounts upon receipt of funds from the International Payment Systems.

5.2 The specific percentage or value of the Reserve Amount shall be defined in the Merchant Service Agreement and may vary depending on the Merchant’s risk profile, business model, or other relevant factors.

5.3 MF reserves the right to unilaterally access and utilize the Reserve Amount, without prior notice to the Merchant, for the following purposes:

5.3.1To cover Chargebacks, including the refund of Transaction Amounts to Cardholders/APM users, and to pay any associated commission fees or arbitration costs incurred during Chargeback processing.

5.3.2 To pay fines or penalties levied by International Payment Systems against MF, resulting from the Merchant’s non-compliance with applicable rules, standards, or operating procedures.

6. CHARGEBACKS

6.1 For card payments, the maximum allowable monthly Chargeback limit is the lower of:

• 1% of total Transactions processed within a calendar month, or
• 100 Chargebacks within a calendar month.

6.2 If the Merchant exceeds either of the limits stated in Clause 6.1, Market Fintech Ltd (MF) will charge an excess Chargeback processing fee, as specified in the Merchant Service Agreement.

6.3 This is without prejudice to MF’s right to pursue further claims for indemnification, including—but not limited to—reimbursement for fines or penalties imposed by card schemes such as Visa or MasterCard as a result of the Merchant’s excessive Chargebacks or breach of applicable rules.

6.4 If the Merchant exceeds—or is reasonably expected to exceed—the Chargeback limits defined in Clause 6.1, MF may, at its discretion, request the Merchant to:

• Submit a remedial action plan within a reasonable time, outlining steps taken or proposed to reduce the Chargeback rate; and/or
• Implement revised operational or fraud prevention procedures as directed by MF to mitigate future Chargebacks.

7. LIABILITY OF THE PARTIES

7.1 In performing their respective obligations under this Agreement, both parties shall comply with all applicable laws and regulations, including those of the jurisdiction in which the Merchant operates, as well as the Rules of the International Payment Systems.

7.2 The Merchant shall remain fully responsible for fulfilling all obligations and liabilities as defined in this Agreement. Market Fintech Ltd (MF) reserves the right to require the Merchant to fulfill its obligations in full and without delay.

7.3 Each party shall indemnify the other for direct damages arising from the non-performance or improper performance of its obligations under this Agreement:

• MF shall compensate the Merchant for direct damages caused by MF’s failure to properly fulfill its duties;
• The Merchant shall compensate MF for direct damages caused by the Merchant’s failure to properly fulfill its duties.

7.4 MF shall not be liable for any damages arising in the following circumstances:

7.4.1 If the Merchant fails to notify MF within seven (7) business days of any changes to its business or account information, or provides incorrect or incomplete information.

7.4.2 If a third party fails to perform, or improperly performs, its obligations, including acquiring banks, payment networks, or service providers not under MF’s direct control.

7.5 The Merchant shall indemnify MF for direct and documented damages resulting from any legal, administrative, or regulatory proceedings (civil, criminal, or otherwise) initiated due to the actions, omissions, or non-compliance of the Merchant, in which MF is named as a defendant or co-defendant.

Such indemnification includes, but is not limited to:

• Legal, court, and administrative fees
• Costs for legal representation and expert witnesses
• Travel and hearing-related expenses
• Costs for collecting or producing evidence
• Expenses related to proceedings at all levels of jurisdiction, including appeals
• Any court-imposed obligations requiring MF to pay monetary compensation

MF reserves the right to deduct such amounts from the Reserve or Transaction Amounts held on behalf of the Merchant.

7.6 Limitation of Liability: To the maximum extent permitted by law, MF’s total cumulative liability to the Merchant under this Agreement shall not exceed the net fees received by MF from the Merchant (excluding Card Scheme fees, third-party costs, interchange, assessments, and penalties) in the six (6) months prior to the occurrence of the event giving rise to the claim.

In no event shall MF be liable for any:

• Special, indirect, or consequential losses
• Pure economic loss, costs, or damages
• Loss of profits, revenue, or business opportunities
• Loss of use, contracts, or anticipated savings
• Loss of goodwill or damage to reputation
• Loss, damage, or corruption of data

This limitation applies whether the loss arises under contract, tort (including negligence), breach of statutory duty, or otherwise, even if MF was advised of the possibility of such losses.

8. CONFIDENTIALITY OF INFORMATION

8.1 Each party agrees not to disclose any Confidential Information obtained in connection with the execution or performance of this Agreement without the prior written consent of the other party, except in the circumstances described in Clauses 8.3 to 8.7.

8.2 For the purposes of this Agreement, Confidential Information includes, but is not limited to:

• Trade secrets, proprietary methodologies, or know-how;
• Pricing structures, service fees, costs, penalties, and related financial data;
• Customer-related information, including personal and financial data;
• Card details, Transaction records, Transaction Data, Transaction Amounts, and information concerning Cardholders or APM Users;
• Any other non-public business or technical information exchanged between the parties.

8.3 The obligations of confidentiality shall not apply to information that:

8.3.1 Was publicly available at the time of disclosure or becomes publicly available thereafter through no fault of the receiving party;

8.3.2 Is or becomes lawfully available to the receiving party on a non-confidential basis from a third party not in breach of any confidentiality obligations;

8.3.3 Was lawfully in the possession of the receiving party prior to the execution of this Agreement.

8.4 Either party may disclose Confidential Information without prior consent where disclosure is:

• Required by law, regulation, court order, or a competent governmental or regulatory authority;
• Necessary for compliance with legal obligations, including requests from law enforcement, financial regulators, or supervisory bodies;
• Permitted under applicable data protection or financial compliance regulations;
• Required for reporting purposes to data centers, acquiring institutions, or International Payment Systems.

8.5 Market Fintech Ltd (MF) is authorized to disclose Merchant-related information, including operational or risk-related data, to International Payment Systems or their representatives, in accordance with their applicable rules and compliance protocols.

8.6 Either party may publicly disclose the existence or signing of this Agreement, provided that no confidential terms or sensitive commercial information is revealed.

8.7 Notwithstanding the confidentiality obligations outlined above, a party shall not be deemed in breach of this Agreement for disclosing Confidential Information where such disclosure is mandated by applicable law or valid order of a court or competent authority.

9. DATA PROTECTION

9.1 Each party agrees to comply with all applicable data protection and privacy laws, including but not limited to the EU General Data Protection Regulation (GDPR) – Regulation (EU) 2016/679, when processing personal data under this Agreement.

9.2 Where one party acts as a Data Processor on behalf of the other party acting as a Data Controller, the Data Processor shall only process personal data in accordance with the Data Controller’s lawful, reasonable, and documented instructions, and shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

9.3 The Merchant shall ensure that it has obtained all necessary and valid consents from Cardholders or APM Users in connection with the processing and sharing of their personal data. This includes, but is not limited to, obtaining consent for:

• The sharing of personal data with Market Fintech Ltd (MF), the Card Schemes, APM providers, acquiring banks, fraud prevention services, and other third parties involved in processing Transactions;
• The transfer and processing of personal data in jurisdictions outside of the European Economic Area (EEA), including to countries that may not have the same level of data protection.

If the Merchant proceeds with processing Transactions without such consent, it shall be solely liable for any claims, liabilities, fines, or losses arising from the absence or invalidity of such consent.

10. FORCE MAJEURE

10.1 Neither party shall be held liable for the full or partial failure to perform, or for the improper performance of, its obligations under this Agreement if such failure results from Force Majeure—circumstances beyond the reasonable control of the affected party—that arise after the execution of this Agreement and which could not have been reasonably foreseen or prevented. Such circumstances must directly impact the party’s ability to fulfill its contractual obligations.

10.2 The affected party must notify the other party in writing without undue delay, and no later than three (3) business days from the commencement or cessation of the Force Majeure event. This notification must be supported by an official certificate or statement issued by the relevant government authority of the affected party’s jurisdiction, confirming the existence of the Force Majeure event.

10.3 If the affected party fails to notify the other party within the timeframe specified in Clause 10.2, it shall not be entitled to invoke Force Majeure as a basis for non-performance.

10.4 Only the obligations directly affected by the Force Majeure event shall be suspended. All other obligations not impacted by the event shall remain in full force and effect and must be performed in accordance with the terms of this Agreement.

10.5 The affected party must take all reasonable steps to mitigate the effects of the Force Majeure event and to resume the performance of its obligations as soon as reasonably possible.

10.6 The burden of proof for establishing the existence, nature, and impact of the Force Majeure event rests with the party invoking it.

10.7 If the Force Majeure event, or its consequences, continue for more than twenty (20) consecutive days, the parties shall engage in good faith discussions to renegotiate the terms of continued performance under this Agreement. If no written agreement is reached within five (5) additional business days, either party shall have the right to terminate this Agreement by providing five (5) business days’ written notice to the other party.

11. SUSPENSION OF SERVICE

11.1 Market Fintech Ltd (MF) reserves the right to suspend the provision of services to the Merchant at any time, including but not limited to the following circumstances:

11.1.1 If circumstances arise, or are reasonably likely to arise, that would entitle MF to terminate or otherwise lawfully end this Agreement;

11.1.2 If the Merchant has a negative balance on any of its payment accounts maintained with MF;

11.1.3 If the Merchant is in breach of this Agreement, the Card Scheme Rules, or the rules and obligations of any supported E-Wallet or Alternative Payment Method (APM) provider.

11.2 MF will provide the Merchant with advance written notice of any suspension whenever reasonably possible. If advance notice is not feasible, notification shall be given as soon as practicable after the suspension takes effect.

11.3 During any period of service suspension, the Merchant shall remain responsible for paying all applicable recurring fees, minimum monthly fees, and any other ongoing charges stipulated in the Agreement or fee schedule.

11.4 MF will make reasonable efforts to lift the suspension once the underlying cause has been fully resolved and MF determines that the issue is not likely to reoccur within a reasonable time frame.

12. TERMINATION

12.1 Merchant Termination
Subject to any agreed minimum term, the Merchant may terminate this Agreement at any time without providing a reason, by giving written notice to Market Fintech Ltd (MF).

12.2 MF Termination (Without Cause)
Subject to any agreed minimum term, MF may terminate this Agreement at any time without cause by providing the Merchant with thirty (30) days’ written notice. Termination shall take effect on the expiration of that notice period.

12.3 MF Termination (With Cause)
Notwithstanding any agreed minimum term, MF may terminate this Agreement immediately, or with such notice period as specified in the termination notice, upon the occurrence of any of the following events:

12.3.1 The Merchant becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or equivalent insolvency laws in other jurisdictions;

12.3.2 The Merchant ceases, or threatens to cease, carrying on all or a substantial part of its business;

12.3.3 Any distress, execution, or other enforcement action is levied upon the Merchant’s assets;

12.3.4 The Merchant enters into a voluntary arrangement or composition with creditors;

12.3.5 A resolution is passed (other than for the purpose of a bona fide restructuring without insolvency), or an order is made, for the Merchant’s winding up or dissolution;

12.3.6 The Merchant becomes subject to an administration application, administration order, or notice of intention to appoint an administrator, or an administrator is appointed;

12.3.7 A receiver or administrative receiver is appointed over all or any part of the Merchant’s assets;

12.3.8 The Merchant applies for a debt relief order or becomes subject to such an order;

12.3.9 The Merchant is dissolved or otherwise ceases to exist;

12.3.10 Any similar event to those described above occurs under the laws of any other jurisdiction;

12.3.11 The Merchant undergoes, or intends to undergo, a material change in ownership structure, meaning any change affecting the ownership information provided in the Merchant Application or subsequent updates;

12.3.12 The Merchant is in material breach of this Agreement;

12.3.13 The Merchant is in any other breach of this Agreement and fails to remedy the breach within ten (10) working days after receiving written notice from MF specifying the breach.

12.4 Definition of Material Breach
For the purposes of Clause 12.3.12, a material breach shall include, but not be limited to, the following:

12.4.1 Breach of any representation or warranty;

12.4.2 Failure to provide any required security or collateral as specified in the Agreement;

12.4.3 Breach of Card Scheme Rules, where such breach could result in a fine, penalty, or adversely impact MF’s standing with the card schemes;

12.4.4 Repeated breaches of this Agreement, Card Scheme Rules, or applicable law.

13. CHANGE OF TERMS AND CONDITIONS

13.1 This Agreement may be amended from time to time. Changes may be made either by mutual written agreement between the parties or by notification from Market Fintech Ltd (MF) to the Merchant in accordance with the procedure set out below.

13.2 MF shall provide the Merchant with written notice of any proposed amendments to this Agreement (a “Change Notice”).

13.3 Unless otherwise specified in the Change Notice, the proposed changes shall take effect automatically fourteen (14) calendar days after the Merchant receives the Change Notice, unless the Merchant objects in writing within that period.

If the Merchant objects to the proposed changes, such objection shall be deemed a notice of termination, and the Agreement shall terminate on the effective date specified in the Change Notice.

13.4 MF may specify a different effective date for the proposed changes within the Change Notice, provided that such effective date does not occur earlier than fourteen (14) days after the Merchant receives the notice.

13.5 If the Merchant does not submit a written objection within the specified notice period, the Merchant shall be deemed to have accepted the changes.

13.6 The Merchant may also choose to terminate the Agreement with immediate effect at any time before the proposed changes take effect, by providing written notice to MF.

14. TAXES

14.1 The Merchant is solely responsible for determining, collecting, reporting, and remitting any taxes, duties, or levies (including, but not limited to, sales tax, VAT, GST, or income tax) that may apply to payments received through Transactions processed under this Agreement.
Market Fintech Ltd (MF) assumes no responsibility for determining whether any such taxes apply, nor for collecting, reporting, or remitting any taxes arising from your use of the services.

14.2 The provision of certain financial services within the European Union is currently exempt from Value Added Tax (VAT). If, however, VAT becomes chargeable on any of the services provided by MF, MF shall be entitled to add VAT to its fees at the applicable statutory rate.

14.3 Where MF’s services are not VAT-exempt, all fees quoted under this Agreement shall be deemed exclusive of VAT, and VAT shall be charged in addition to such fees, in accordance with applicable tax legislation.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement, including all annexes, amendments, and related documents, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, unless otherwise required by mandatory provisions of applicable law.

15.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its interpretation, breach, termination, or validity, shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada, unless otherwise agreed in writing between the parties.

15.3 Nothing in this clause shall prevent Market Fintech Ltd from initiating legal proceedings in any jurisdiction where the Merchant is located or where the Merchant’s assets are situated, to enforce its rights under this Agreement.