Terms and Conditions for the provision of services in the LiqPay system

The Bank shall provide the following Services :

(a) acceptance of payments in favor of the Customer based on payment instructions of the payer (hereinafter shall be referred to as the «Payer») by making a payment transaction for the transfer of funds from Payer’s account in favor of the Customer;

(b) making payment transactions initiated by the use of payment card details, from individuals in favor of the Customer.

The Customer joins the Agreement by signing the Application for accession to the Terms and Conditions for the provision of services in the LiqPay system of the JSC CB «PRIVATBANK» (hereinafter — the Application for accession).

The material terms of the Agreement are set forth in the Application for accession.

Prerequisites for successful connection of the Payee’s Customer to the LiqPay system:

Within the scope of its internal rules and business policies, in order to minimize possible risks and losses caused by fraudulent actions, non-compliance with the legislative requirements, the Bank shall have the right to unilaterally establish and/or change the maximum amount of the transaction for the provision of Services to the Customer on the basis of this Agreement.

Without the Customer’s approval, to limit the total amount of Transactions from one electronic payment method for one day in favor of the Customer, and to set a limit on the amount of Transaction up to UAH 29,999.99 or in the equivalent of this amount in foreign currency from one electronic payment method for one day regarding each or any company involved by the Customer.

In case of claims from the Payer or its issuing bank regarding the unreasonable transfer of funds from his account in favor of the Customer (disputed Transaction or Chargeback), the Bank takes measures to settle disputes, guided by the requirements of the International and/or National payment system(s) and the current legislation of Ukraine. The Customer is obliged to reimburse to the Bank the amount of the disputed Transaction in the manner stipulated by this Agreement, and the Bank shall have the right to withhold this amount from the Customer’s subsequent deductions by making a debit transfer.

Verify the Customer’s compliance with the provisions of this Agreement pursuant to the banking legislation of Ukraine.

Suspend the processing of Transactions in favor of the Customer if the level of Chargeback-to-sale (for the transactions from the total volumes for which the issuing banks submit chargebacks) and fraud-to-sale (for the transactions from the total volumes that have signs of fraud) for a calendar month reaches or exceeds the threshold values established by the current rules of international payment systems, starting from the initial date of providing the Services under this Agreement, until the circumstances are clarified in full.

The Bank has the right to suspend the provision of Services to the Customer (by notifying the Customer thereof not later than on the day of the suspension) in the following cases:

To withhold the amount of refund from the Customer's current correspondent account opened with the Bank or withhold the amount of refund from the relevant internal account upon accumulating the amount of payments in favor of the Customer to the indicated internal bank account (in this case the Bank shall have the right not to transfer the received payments to the Customer until the relevant refund is made). For making the refund, the Customer has to cancel the authorization of the relevant amount of transaction via the LiqPay system.

To address the law enforcement bodies if it possesses the information on the already detected illegal actions committed by the Customer with the use of electronic payment methods, or the potential illegal cases which may occur in the future.

To comply with payment instructions of the Customer given to the Bank via the means of remote communication, that do not contradict the current legislation of Ukraine, the rules of the International/National payment systems and this Agreement.

To make transfers from the Customer’s account the payment amounts sent via the LiqPay system by deducting the cost of financial services for acceptance of payments.

To ensure confidentiality and non-disclosure of Payers’ information on the transactions, electronic payment methods and personal data.

To prevent exceeding the maximum amount of the Transaction.

Not to disclose the data used to authorize the Customer in the LiqPay system to any third parties.

To control the transfer of the dynamic password and the data used to authorize the Customer in the LiqPay system to third parties and Authorized persons / Trustees (Trustee), including the employees or contractors of the Customer for connecting to the LiqPay system, signing payment instructions, amend the terms for the provision of Services’ and notify the Bank about the Customer’s trustees and list of their authorities.

Do not use the LiqPay system and the Transaction Services for the acceptance of payments connected with sale of the prohibited products and services.

To pay for the Services and other Bank's services in accordance with the Bank's tariffs and based on the invoice provided by the Bank and the transfer-acceptance certificates on the provided services signed by the Parties.

The parties agreed that the acceptance-transfer certificates on the provided services under this Agreement shall be drawn up within the time limits and in the manner agreed by the Parties through the exchange of written notifications.

To make own Transactions in accordance with the terms of this Agreement.

Notify the Bank of all changes related to the implementation of this Agreement, not later than 3 calendar days from the date of their compilation in writing, by providing the relevant documentation and/or information to any branch of the Bank or via communication channels of the LiqPay system (the online chat, email, LiqPay personal cabinet).

To amend the details for receiving payments in the LiqPay system only after receiving from the Bank all the enrollments on all the previously submitted data.

To comply with the procedure for working with the electronic payment methods set out in this Agreement, the rules of the International/National Payment Systems and the current legislation of Ukraine while processing the Transaction.

To indicate the correct details for transferring funds when concluding the Agreement. The Bank is not liable for the completeness and reliability of the details provided by the Customer.

To ensure confidentiality and non-disclosure of information related to the transactions, Payers’ personal data, and Transactions.

To prevent exceeding the amount of the Transaction in excess of the amount of the cost of products and/or services paid for online, including at the expense of:

In compliance with the requirements of the international security 3-D Secure standard for online payments’ adopted by the International/National payment system(s), if the Customer uses the services of a technical integrator (operator of payment infrastructure services) whose resources are certified according to PCI DSS standards, the Customer has the right to require the entry of the Card details (card number, expiration date, CVV) from the Payers on its website where the Enterprises involved by the Customer sell, provide, perform goods/services/work.

The card details shall be entered exclusively on the secure server: https://www.liqpay.ua and personally by the Payer.

To comply with other terms of use of the LiqPay system, defining the rights and obligations of the Parties.

If there are circumstances impeding the fulfillment of the terms set out herein, notify the Bank within three days on the matter.

Ensure the availability of a sufficient amount of funds on the Customer's current account for the Bank to provide Services under this Agreement.

Notify the Bank promptly, but not later than within one calendar day, of the revealed facts of any Customer data which has been compromised, or that of the Enterprises involved by the Customer or payers. Immediately take measures to prevent unauthorized access and eliminate the security gaps regarding the protected information. Disclose information to judicial and law enforcement agencies, on compromising events, in the manner stipulated by the current legislation of Ukraine. Provide an opportunity for its employees to contact, via all the available channels of communication, with the Bank representatives to determine the degree of the compromised card payment details.

Immediately, but not later than within twenty-four (24) hours, ensure the preservation of all information, in all possible sources for fixation, regarding the facts of compromise, including:

Refuse to process payment transaction using payment instrument in case of:

The Customer is obliged to provide the Bank with information, documents or copies thereof, if the provision of such copies is allowed by the Bank, and which are required for

Provide the Bank with the required documents, information and other data to identify, determine the essence of the activities and financial condition, the documents for the assignment and change of the corresponding code of the activities provided by the Customer in order to comply with the requirements of the law governing the relations in the field of prevention to legalization (laundering) proceeds from crime, including but not limited to:

When registering the Customer in the LiqPay System, in order for the Bank to assign the code of the activity category, upon the Bank’s request made through the communication channels (online chat, email in the @privatbank.ua domain, personal LiqPay cabinet), the Customer may be requested to provide, including but not limited to, the documents/information on economic activities: contracts, licenses (if the type of economic activity is subject to licensing), sale-s bills, invoices, etc.

The documents submitted by the Customer to the Bank must be valid and contain reliable information for the time when they are submitted, and contain all the details required by law and/or the Bank for such documents.

If after submitting the relevant documents/information to the Bank, occur any changes, the Customer is obliged to notify the Bank thereof through the communication channels (online chat, email, personal LiqPay cabinet) within 10 (ten) calendar days following the day on which the changes occurred; and the Customer shall provide the relevant documents to confirm/include such changes.

Ensure confidentiality and non-disclosure of the transactions-related information, personal data of the Payers and Transactions.

Strictly adhere to and comply with the requirements set out in the Sanctions Policy and other policies of the Bank, the valid versions of which are posted on the Bank’s website at: https://privatbank.ua/compliance#gads-18109.

The amount of the Guaranteed deposit is calculated by the Bank based on the amount of inflict or potential losses incurred by the Bank due to the amount collected from the Bank on disputed Transactions (including not reimbursed by the Customer to the Bank) Transactions unsettled by the Customer, the amount in the equivalent of US dollars, equal to those collected and/or such that can be collected from the Bank,the amounts of sanctions (fines) charged by the International and/or National payment system(s). When determining the amount of the Guaranteed deposit in Ukrainian hryvnia, shall be applied the Bank's selling rate of US dollars as of the date of issuing the relevant invoice by the Bank, unless otherwise provided by this Agreement. The amount of the Guaranteed deposit is formed in the national currency of Ukraine (hryvnia) and is accounted by the Bank on the corresponding internal bank account, while the interest on the amount of the Guaranteed deposit is not accrued and, respectively is not paid by the Bank. The amount of the guaranteed deposit shall be additionally agreed by the Parties, in each particular case.

The Customer is obliged to pay the amount of the guaranteed deposit within 2 calendar days from the date of receiving the corresponding request from the Bank by transferring funds to the account specified in the Bank's request. If the customer does not provide a response and/or fails to make a transfer within 2 calendar days from the date of receiving the request:

The Parties agreed that by signing the application for accession, the Customer gives the Bank his consent to make such a debit transfer and that such payment is accepted by the Customer.

The Parties hereby have agreed that the Bank has the right to create the guaranteed deposit to prevent possible losses related to the claims made by the consumers of the Customer services (Chargeback). Guaranteed deposit may be created both in the manner prescribed by Clauses of the Agreement and upon the Parties’ approval.

The Bank shall refund the accumulated and unused amount of the guaranteed deposit to the Customer’s account upon 180 (one hundred and eighty) calendar days from the moment of the latest Transaction or within 5 (five) days upon the termination of the contractual relations, depending on the event which occurs earlier.

If the Bank incurs losses due to the Chargeback, the amount of the guaranteed deposit shall be transferred in favor of the Bank by initiating a debit transfer in the amount of the incurred losses.

In order to implement the consents reached under this Agreement, and to fulfill any other monetary obligations under this Agreement, by signing the Application for Accession, the Customer agrees to the Bank to make the debit transfers for payment of the remuneration for the Bank from all current accounts of the Customer, and from the accounts which will be opened with the Bank in the future in the national currency of Ukraine and/or in foreign currency in the amount equivalent to the amount of remuneration, pursuant to the tariffs and terms specified herein, during the term of its validity.

If the currency on the Customer accounts opened with the Bank's institutions and with which the Bank will make a debit transfer is different from the currency of the relevant monetary obligation under this Agreement, the Parties agree that the conversion of foreign currency shall be carried out at the Bank's commercial rate for cards at the time of currency exchange. The exchange rate for cards is published on the Bank's website https://privatbank.ua/.

Funds are debited in the manner established by the legislation, therefore the payment instruction is created, the number, date, and references to the relevant provisions of this Agreement are indicated in the «Payment purpose». The Bank is the Payee.

In case the Customer has no or insufficient funds in the national currency of Ukraine to repay the debt in the national currency of Ukraine, by signing this Application for Accession, the Customer agrees to the Bank's debit transfers of funds in foreign currency, in particular, from the Customer's current accounts, already specified in this Agreement, as well as those that may be opened in the future, in the amounts equivalent to the amount of debt under this Agreement in the national currency of Ukraine on the date of execution of the debit transfer at the official exchange rate of hryvnia against foreign currencies set by the NBU on the date of execution of the debit transfer.

The Customer bears full responsibility for any actions of the parties to whom the data used for Customer authorization in the LiqPay system for connecting the Customer to the LiqPay system or changing the Terms for the Provision of Services. The Customer bears sole responsibility for the transactions made in the LiqPay system by his Trustees.

If one of the Parties fails to fulfill or improperly fulfills its obligations, the other Party has the right to demand from the guilty Party the fulfillment of its obligations, and the reimbursement for the incurred losses.

If the Customer uses the LiqPay system and/or the Services to make Transactions with respect to prohibited products and services and/or high-risk transactions that led to the amounts charged from the Bank by the relevant International Payment System, the Customer pays a fine to the Bank equal to 2,500 US dollars for each detected violation (payment). The payment of the fine shall be made in hryvnia. To calculate the amount of the fine in hryvnia, shall be used the official exchange rate of the hryvnia against the corresponding foreign currency established by the NBU on the date when such a fine is paid. Also, the Customer undertakes to reimburse losses associated with the fines imposed by International payment systems due to illegal and/or risky activities of the Customer related to the use of the LiqPay system and/or Services regarding the Transactions on prohibited and/or risky products or services, in full, including the Bank's expenses related to the provision of legal assistance to the Bank by third parties.

Under this Agreement, the activities performed on the basis, within the limits and during the period that is determined by the relevant license (permit) issued by the authorized state body of Ukraine for the right to engage in such activities shall not be deemed as prohibited.

If prices for goods or services paid for via the Internet are exceeded, (including at the expense of the Ukrainian national currency conversion exchange rate, which is different from the exchange rate established by the Bank for the time when the transaction is made), due to a violation of the obligations set out by the provisions of this Agreement, the Customer is obliged to eliminate the violation within 3 days after receiving the relevant official notice from the Bank. In case of non-elimination or refusal to eliminate the violation, the Customer shall pay to the Bank a fine in the amount of UAH 5,000 to the account and within the period set by the Bank, for each violation case, and the difference in the price of the order when paying via the Internet in comparison with other payment methods (cash or cashless settlement) for each disputed Transaction under this rule.

The date of the proper fulfillment of the monetary obligations by the Bank to the Customer shall be the date of the funds / reimbursement transfer for Transactions in full to the Customer's account specified in the Application.

If the current account of the Customer specified in the details for transferring the reimbursement for the Transactions is that of a different bank, the Bank shall not be liable for the fees charged by the settlement bank and the time limits for the transfer of funds to the Customer's account by the settlement bank.

The Customer is fully responsible for the information posted on his website and websites of Enterprises involved by the Customer that are used to provide the funds transfer services.

In the event of the confirmed case of the confidential information disclosure and in each case when the PCI DSS certificate of a technical integrator (operator of payment infrastructure services) of the Customer has ceased to be valid or if the Customer has changed the technical integrator and at the same time required the Payers to enter the Card details (card number, validity period, CVV), the Customer is obliged to pay a fine in the amount of UAH 5,000 to the account and within the time frame specified in the Bank's request for each case of this violation. If the Customer repeats the violation (twice or more), the Bank has the right to terminate this Agreement unilaterally, notifying the Customer thereof no later than the termination date.

The amounts of fines or expenses may be either withheld by the Bank from the subsequent deductions of the Customer from the internal bank account, by the accounting of the correspondent amount, or deducted by issuing the invoice to the Customer to pay the fine or the reimbursement of the expenses. The Customer shall be obliged to pay the corresponding invoice within 10 business days from the day it is issued. If the Customer does not pay the invoice within the specified period, the Customer shall be obliged to pay the penalty to the Bank in the amount of 0.1% from the debt owed for each day of the delay.

If the Bank is filed any claims or demands related to the Customer breaching the law on the use of the intellectual property rights, or in case of blocking any internet resources (the Bank websites, web-pages, applications due to the Customer’s improper use of any objects of intellectual property rights), the Customer shall reimburse to the Bank the losses and expenses incurred due to such claims and demands, due to the payment of fines, any expenses the Bank had in the course of the settlement thereof, including but not limited hereto, the Customer shall reimburse the fines, payments, court fees, fees for the professional legal assistance, expenses for the involvement of witnesses, specialists, interpreters, translators, experts paid by the Bank, the costs for the examinations, claim evidence, costs for the evidence review inspected at their location, the expenses related to the securing of evidence, or those related to the execution of any procedural deeds, fees for the publication of rebuttals or any interviews, notifications, clarifications, if such are required by the Bank’s decision, to settle the claims or disputes regarding the illegal Customer’s use of the objects of intellectual property rights.

If the Parties do not reach an agreement, the disputes and discrepancies shall be resolved in the manner stipulated by the current legislation of Ukraine.

In case of any claims arising out of the fulfillment of this Agreement, the Bank shall take measures to resolve the disputes, guided by the requirements of the International/National payment system(s) and the current legislation of Ukraine.

Unless otherwise envisaged by the rules of the International/National payment system(s), the response time for the Customer to respond to such a claim shall be 10 (ten) calendar days from the date of receiving the notification about the claim. From the date of receiving from the Bank the notification about the claim, the Customer shall undertake not to make any refunds for the disputed transactions without the approval from the Bank.

The Customer is obliged to compensate the Bank for the amount of losses incurred due to the Chargeback(s) and/or the corresponding sanctions imposed by the International and/or National payment system(s), and the Bank has the right to withhold this amount from the amounts of subsequent revenues of funds to the Customer in the manner prescribed by this Agreement.

In case of breaching the terms for the payment of transactions stipulated by the Law of Ukraine «On payment services» or by this Agreement, the Bank shall be obliged to pay to the Customer,the penalty in the amount of 0.1% from the amount of the payment overdue for each day of delay, but not more than 1 percent from the amount of the payment transaction.

This Agreement shall enter into force on the date when it is signed by the Parties and shall be valid for 1(one) year, but not less than until the Parties fulfill their contractual obligations in full. The Agreement shall be deemed as prolonged for each subsequent calendar year if neither of the parties has announced the intention to terminate the Agreement 30 calendar days prior to the expiration date. The Bank may notify the Customer about the intention to terminate the Agreement: in writing, by means of electronic communication determined between the Bank and the Customer ( in «Privat24 for business», by sending the SMS to the phone numbers last known to the Bank, indicated during identification and updating the Customer data) or via other means of communication. The Customer may notify the Bank about the intention to terminate the Agreement in writing.

The Bank is entitled to amend the material terms of this Agreement by notifying the Customer on making amendments to the material terms of the Agreement in the manner allowing to establish the date of sending the notification by the electronic means of communication agreed between the Bank and the Customer, 30 calendar days prior to the scheduled amendments.

The amendments shall be deemed as accepted by the Customer, if the Customer does not notify the Bank about termination of the Agreement, by sending the notification about termination of the Agreement, within 30 calendar days prior to the date when the amendments enter into force.

If the Customer does not agree to the prices for the Services, tariffs under this Agreement, the Agreement shall be terminated and the Bank shall cease to provide the Services under this Agreement; then the Customer shall not make any additional payments or transfers, shall not pay any fines for the termination of the Agreement.

In the event of a shift (increase or reduction) in the amount of the interchange, the Bank, in compliance with the legislation, shall revise the tariffs and adjust them in the relevant direction (by increasing or reducing them) and the Bank shall adjust the fee for the services related to the transfer of funds when using the «LiqpaySystem» payment service.

The Bank may terminate the provision of Services under this Agreement and/or terminate the Agreement unilaterally by sending a notice to the Customer not later than on the day of termination to provide the Services and/or termination of the Agreement in case of:

In case of termination of this Agreement, the Customer undertakes to remove the logos Verified By Visa, MasterCard SecureCode, JSC CB PrivatBank, Privat24 System, the link www.privatbank.ua and other information about cooperation with JSC CB PrivatBank under this Agreement from all the web-pages of its website. In case of the detected facts of any data being compromised due to the improper protection of the Card details by the Customer, the Bank has the right to terminate the Agreement and cease to provide the Services under this Agreement.

The Bank, pursuant to the «General provisions» section of the Terms and Conditions for the Provision of Banking Services of the Joint-stock Company Commercial Bank «PrivatBank», is entitled to refuse maintaining business relations, cease to provide the services in the LiqPay system and early terminate the Agreement, if the Customer fails to provide the documents or the information which the Bank shall reasonably require for the purposes specified in the Sub-clause 4.3.7.21. herein, and if the Customer shall provide the Bank with the false data regarding the actual economic activities.