PLEASE READ CAREFULLY THE FOLLOWING LEGALLY BINDING AGREEMENT (THIS "AGREEMENT") BETWEEN GTS ONLINE LIMITED ("WE" OR "US") AND THE INDIVIDUAL, COMPANY OR OTHER ENTITY ("SUPPLIER") NAMED IN THE GENERAL APPLICATION AND REGISTRATION FORM RELATING TO THIS AGREEMENT (THE "APPLICATION"), WHICH IS REPRESENTED BY THE AUTHORIZED SIGNATORY WHOSE DETAILS ARE PROVIDED IN THE APPLICATION (UNLESS EXPRESSLY STATED OTHERWISE, SUCH AUTHORIZED SIGNATORY AND THE COMPANY NAMED IN THE APPLICATION SHALL BE REFERRED TO AS "YOU").

THE APPLICATION AND ALL INFORMATION PROVIDED IN IT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND MADE AN INSEPARABLE PART OF THIS AGREEMENT.

PLEASE MAKE SURE YOU FULLY UNDERSTAND THE CONTENTS OF THIS AGREEMENT. IF YOU HAVE ANY DOUBTS ABOUT ANY OF YOUR RIGHTS AND OBLIGATIONS RESULTING FROM ENTERING INTO THIS AGREEMENT, PLEASE CONSULT LEGAL COUNSEL.

THIS AGREEMENT WILL NOT DEROGATE FROM EITHER PARTY’S RIGHTS AND OBLIGATION UNDER THE (THE "G2S T&C"). IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE G2S T&C, THE PROVISIONS OF THE G2S T&C SHALL PREVAIL.

1. Chargeback Guarantee

Following your request and our consent to enter into this Agreement, which consent may be given or withheld at our sole and absolute discretion, we will provide you with a Chargeback Guarantee ("CHB Guarantee") with respect to all sale transactions that conform to the G2S T&C. The CHB Guarantee shall only apply to Qualified Chargebacks.

"Qualified Chargeback" means Fraud Chargeback (i.e., a chargeback that occurs as a result of the cardholder claiming "I did not do that") resulting from claims of unauthorized purchases and provided that: (i) the "reason code" for such chargeback is included in the list attached hereto as Annex 1, as may be updated by us from time to time at our sole and absolute discretion; (ii) the transaction in question was approved by our risk department, and marked as such; (iii) Supplier obtained through us the required authorization from the credit card issuer prior to charging the card; and (iv) Supplier provided us with a written notification immediately after it had been informed of the claim for the chargeback, and in no event more than 7 business days after Supplier first became aware of such claim. A Qualified Chargeback which is later cancelled or successfully collected shall no longer be deemed as such, and Supplier shall be debited for any amount it was credited for in respect of such chargeback.

2. Coverage

Under the CHB Guarantee, Supplier’s account shall be credited for all Qualified Chargebacks exceeding one percent (1%) of Supplier’s total monthly processing volume. For the purposes of illustration only, if the monthly processing volume is EUR 10,000 and the amount underlying the Qualified Chargebacks is EUR 1,000, then Supplier’s account will be credited for EUR 900.

FOR THE AVOIDANCE OF DOUBT, IT IS HEREBY CLARIFIED THAT THE CHB GUARANTEE WILL ONLY BE PROVIDED BY CREDITING SUPPLIER’S ACCOUNT AGAINST THE FEES PAYABLE BY SUPPLIER TO US AND SUPPLIER ACKNOWLEDGES THAT IT WILL NOT BE ENTITLED TO ANY OTHER PAYMENT OR COMPENSATION WHATSOEVER HEREUNDER.

IN THE EVENT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR WHATEVER REASON, SUPPLIER WILL NOT BE ENTITLED TO RECEIVE ANY OUTSTANDING CREDIT WHICH MAY BE DUE TO SUPPLIER AT THE TIME OF TERMINATION.

It is hereby further clarified that the CHB Guarantee does not cover any fees resulting from or associated with chargebacks or any fines, penalties and any other charges imposed by the credit card issuer, an acquiring bank or any other third party in connection therewith.

Further, and without derogating from our limitation of liability under the G2S T&C, in no event shall the coverage for any Qualified Chargeback exceed the amount of the transaction in respect of which Supplier invokes the CHB Guarantee.

3. Procedures

In order to invoke the CHB Guarantee, Supplier will provide us, within no more than 7 business days after Supplier first became aware of the Qualified Chargeback claim, with all relevant documentation relating to such Qualified Chargeback, including without limitation: (i) G2S tx (transaction/ID) number; (ii) proof of purchase invoice; (iii) any correspondence Supplier may have had with the cardholder; (iv) related bank correspondence; and (v) and any other documents or records requested by us.

Within thirty (30) business days following receipt of the required documents, we will either credit your account or inform you that the chargeback is not deemed a Qualified Chargeback and the reasons for the same.

4. Fees

In consideration of the CHB Guarantee, your discount fee will be 2% higher than the fees set forth in the Supplier Confirmation Form attached to the Application.

5. Termination

We have the right to terminate this Agreement at any time for any or for no cause, immediately upon written notice to you. You have the right to terminate this Agreement at any time for any or for no cause, upon a 30-day written notice to us, or earlier in the event of any change by us to the Fees or other terms of this Agreement which becomes effective less than 30 days from our notice of such change.