Supplier Agreement

1. Parties and structure of this Agreement

This Agreement is between DORSKO LIMITED, a company incorporated in England and Wales under company number 15104126, whose registered office is at Unit A, 82 James Carter Road, Mildenhall, Suffolk, IP28 7DE, United Kingdom, trading as DorskoPay ("DorskoPay", "we", "us"), and the business that has applied for and been approved for a DorskoPay supplier account (the "Supplier", "you").

This Agreement incorporates, and should be read with, the Acceptable Use Policy, the Merchant Verification Policy, the Buyer Terms, the Refund Policy, the Subscription Policy, the Delivery Policy, the Privacy Policy and the commercial terms issued to you on approval (the "Commercial Terms"). Where the Commercial Terms conflict with this Agreement, the Commercial Terms prevail for that supplier.

It takes effect on the date DorskoPay confirms your acceptance and approval, and continues until terminated under clause 27.

2. Definitions

Acquirer

A regulated acquiring bank or payment institution through which card transactions are processed and settled. No acquirer has approved DorskoPay for production processing at the effective date of this Agreement.

Approved Product

A product of the Supplier that DorskoPay has reviewed and approved for sale through the platform.

Buyer

The end customer who purchases an Approved Product through a DorskoPay checkout.

Chargeback

A dispute raised by a Buyer with its card issuer or payment provider in respect of a transaction.

Merchant of Record / MoR

The model under which DorskoPay is the seller of record on the transaction with the Buyer, as described in clause 4.

Negative Balance

The position where amounts owed by the Supplier to DorskoPay exceed the Supplier Proceeds available to offset them.

Payout

A transfer of Supplier Proceeds from DorskoPay to the Supplier's verified bank account.

Reserve

An amount of Supplier Proceeds withheld under clause 16 against future refund, chargeback or fraud exposure.

Settlement

The receipt of funds by DORSKO LIMITED from an Acquirer or payment partner in respect of processed transactions. Settlement is distinct from a Payout.

Supplier Proceeds

The amount payable to the Supplier under clause 13, calculated from gross transaction value after the deductions set out there. Supplier Proceeds are a contractual debt owed by DorskoPay to the Supplier; they are not, and are not to be described as, acquiring settlement.

3. Appointment as authorised reseller

The Supplier appoints DorskoPay as an authorised reseller of the Approved Products, and DorskoPay accepts that appointment on the terms of this Agreement.

For each sale through the platform, DorskoPay acquires the right to supply the Approved Product to the Buyer and supplies it to the Buyer in its own name, at the price displayed at checkout, as principal. DorskoPay is not acting as the Supplier's agent, is not collecting payment on the Supplier's behalf, and does not hold funds for the Supplier.

The appointment is non-exclusive. The Supplier may sell the same product through its own website, through another reseller or through another platform, unless the Commercial Terms record an exclusivity that both parties have agreed.

The appointment is not a franchise, partnership, joint venture or employment relationship, and neither party may hold itself out as having authority to bind the other beyond what this Agreement expressly permits.

4. Grant of resale rights, territory and product approval

The Supplier grants DorskoPay a non-exclusive, worldwide (subject to the territorial limits below), royalty-free right and licence, for the term of this Agreement, to: market, promote, offer for sale, sell, invoice for and deliver the Approved Products to Buyers; to use the Supplier's name, product names, logos, screenshots and product descriptions for that purpose; and to sub-license to the Buyer the rights the Buyer needs to use the Approved Product on the Supplier's licence terms.

Territory. The right extends to any country in which DorskoPay is able and permitted to sell, excluding any country the Supplier excludes in writing and any country in which sale would breach sanctions, export control or applicable law. DorskoPay may restrict the territory for a product or a supplier where an Acquirer, card scheme, tax position or risk assessment requires it.

Product approval. No product may be sold through the platform until DorskoPay has approved it. Approval covers the product, its description, its price structure, its delivery method, its refund treatment and its tax category. DorskoPay may decline to approve a product, withdraw approval, or approve it subject to conditions.

The Supplier retains all ownership of its products, brands and intellectual property. Nothing in this Agreement transfers ownership of anything to DorskoPay.

5. The Merchant of Record relationship

For every sale of an Approved Product through the platform, DorskoPay is the seller of record. That allocation of roles is the substance of this Agreement, and both parties must describe it consistently to Buyers, to Acquirers and to authorities.

The Supplier must not represent to a Buyer, an Acquirer, a bank or an authority that it is the seller of record on a transaction processed through the platform, that it receives acquiring settlement in respect of those transactions, or that DorskoPay is processing payments on its behalf.

6. Pricing

The Supplier sets the reference price for each Approved Product, in the currencies it supports, through the dashboard or the API.

DorskoPay displays the price to the Buyer at checkout, adds applicable transaction tax, and may apply rounding, local price presentation or a currency conversion where it sells in a currency other than the reference currency. Where DorskoPay applies a discount code the Supplier has configured, the discount reduces the amount on which Supplier Proceeds are calculated.

DorskoPay will not sell an Approved Product at a price the Supplier has not authorised. The Supplier may change a reference price at any time; a change takes effect for new sales and, for subscriptions, only from a future billing period in accordance with the Subscription Policy.

The Supplier must not offer the same product to the same market at a materially lower price through a channel that undercuts the DorskoPay checkout in a way that would mislead a Buyer as to the price, unless the Commercial Terms permit it.

7. Commission and fees

DorskoPay retains a commission on each completed sale, at the rate set out in the Commercial Terms for the Supplier's plan. Commission is calculated on the transaction as described in clause 13.

In addition to commission, the following may be charged to or deducted from the Supplier's balance where they arise in respect of the Supplier's transactions: dispute and chargeback fees levied by an Acquirer, payment partner or card scheme; refund processing costs where a partner charges them; currency conversion costs on a Payout in a currency other than the currency of Settlement; and costs of recovering a Negative Balance under clause 20.

DorskoPay will not introduce a new category of fee without giving the Supplier notice under clause 30. Fee changes required by an Acquirer, payment partner or card scheme may take effect on shorter notice, and DorskoPay will pass through only what it is itself charged.

Amounts stated in the Commercial Terms are exclusive of any tax payable on the supply of DorskoPay's services to the Supplier, which is added where applicable.

8. Taxes

Transaction tax on the sale to the Buyer. DorskoPay determines and applies VAT, GST or sales tax on the sale as seller of record, and issues the buyer-facing documentation in its own name. Where DorskoPay holds a registration in the relevant jurisdiction, that documentation is a tax invoice bearing the registration number; where it does not, it is a commercial receipt. Coverage is being activated jurisdiction by jurisdiction, and the position for a given jurisdiction at a given time is what governs.

The Supplier's own taxes. The Supplier is responsible for its own corporate, income, employment and domestic indirect tax obligations on the Supplier Proceeds it receives, and for any tax arising on its supply to DorskoPay. DorskoPay does not provide tax advice to the Supplier.

Tax data. The Supplier must provide accurate tax-category information for each product, and must notify DorskoPay if the correct treatment of a product changes. Where a tax authority assesses DorskoPay for tax that was under-collected because the Supplier supplied incorrect product tax data, that amount is recoverable from the Supplier under clause 20.

Withholding. Where DorskoPay is required by law to withhold or deduct tax from a Payout, it will do so and provide the Supplier with the documentation needed to claim relief or credit.

9. Onboarding, KYB, KYC and beneficial ownership

Production access requires the Supplier to complete verification of its business, its ownership and its people, as described in the Merchant Verification Policy. That policy sets out what is collected and why; this clause sets out the obligation.

The Supplier must provide, and must procure that its directors, ultimate beneficial owners and authorised representatives provide: corporate identity and registration evidence; evidence of ownership and control, including all ultimate beneficial owners meeting the applicable threshold; identity and residential address evidence for directors and beneficial owners; evidence of the authority of the person accepting this Agreement; evidence of ownership of the payout bank account; and information about the product, the website, the pricing, the delivery method and the processing history.

Where identity verification is carried out by a third-party provider, the Supplier consents to that provider processing the relevant data, and to DorskoPay receiving the outcome. The current status of that integration is described in the Privacy Policy.

The Supplier warrants that everything it provides in verification is true, complete and not misleading, and that it will keep it up to date. Verification may be repeated periodically, and access may be restricted or suspended where verification cannot be completed or maintained.

10. Ongoing information obligations and changes to the business

The Supplier must notify DorskoPay in advance where possible, and in any event within five business days, of any of the following:

• a change of legal entity, trading name, registered address or principal place of business;
• a change in ownership or control, including a change of ultimate beneficial owner, a share transfer above the applicable threshold, or an acquisition;
• a change of director or authorised signatory;
• a material change to a product, its description, its price structure, its delivery method or its refund treatment;
• the addition of a new product or a new business model, which requires approval under clause 4 before it goes live;
• a change of payout bank account;
• insolvency, administration, a winding-up petition, or an inability to pay debts as they fall due;
• an investigation, enforcement action, regulatory notice or material legal claim concerning the Supplier or its products;
• termination or suspension of the Supplier by another payment provider, processor, acquirer or platform, and the reason given;
• any material change in expected transaction volume, average transaction value, geography or customer profile.

DorskoPay may request further information or documentation at any time, for verification, risk assessment, dispute defence, tax, audit, complaint handling or regulatory purposes, including information requested by an Acquirer, payment partner, card scheme or competent authority. The Supplier must provide it within the period DorskoPay reasonably specifies.

A change notified under this clause may be subject to re-review, and DorskoPay may restrict, suspend or re-price the account in consequence.

11. Supplier representations and warranties

The Supplier represents and warrants, on the date of this Agreement and on each date a transaction is processed, that:

1. 11.1 it is validly constituted, in good standing, and has the power and authority to enter into and perform this Agreement, and the person accepting it is authorised to bind it;
2. 11.2 the information it has provided in verification and in the dashboard is true, accurate, complete and not misleading;
3. 11.3 it owns, or is validly licensed to exploit, all intellectual property in the Approved Products, and has the right to grant the rights in clause 4;
4. 11.4 the Approved Products do not infringe the intellectual property or other rights of any third party;
5. 11.5 the Approved Products, and their sale and use in the territories where they are offered, comply with applicable law, including consumer protection, data protection, export control and sanctions law;
6. 11.6 product descriptions, feature claims, availability statements, pricing and renewal terms presented to Buyers are accurate and not misleading;
7. 11.7 it holds every licence, registration, permission or consent required to supply the Approved Products;
8. 11.8 neither it, nor any of its directors or ultimate beneficial owners, is subject to applicable sanctions or is established or resident in a sanctioned territory;
9. 11.9 it is not using the platform to process transactions on behalf of another business, to aggregate transactions for a third party, or to process its own payment instruments; and
10. 11.10 it will not use the platform in a way that breaches the Acceptable Use Policy.

A breach of this clause is a material breach entitling DorskoPay to suspend under clause 26 and to terminate immediately under clause 27.

12. Fulfilment, delivery and customer support

The Supplier must fulfil each completed sale promptly — provisioning the account, issuing the licence, granting the access or making the download available — in accordance with the Delivery Policy and any delivery timeframe stated on the product.

The Supplier must keep the Approved Product available for the whole period the Buyer has paid for, must activate a subscription at the start of each paid period, must apply upgrades, downgrades and plan changes as instructed through the platform, and must honour a cancellation instruction so that access ends when it should and not before.

The Supplier provides product support to Buyers: how the product works, technical faults, and configuration. DorskoPay handles enquiries about the payment, the receipt, the tax documentation, renewals, cancellation, refunds and disputes, and escalates to the Supplier where the answer depends on the product. The Supplier must respond to an escalation within the period stated in the Commercial Terms, and in any event promptly enough for DorskoPay to meet the deadlines in the Complaints Policy and in the applicable dispute process.

Where the Supplier withdraws a product, ceases to support it, or ceases trading, it must notify DorskoPay immediately. DorskoPay will refund Buyers for the unexpired portion of any period they have paid for, and those refunds are allocated to the Supplier under clause 17.

13. Calculation of Supplier Proceeds

For each completed sale, the Supplier Proceeds are calculated as the gross amount paid by the Buyer, less each of the following:

1. 13.1 transaction tax applied to the sale, which is never the Supplier's money and is accounted for by DorskoPay as seller of record;
2. 13.2 any discount applied at checkout under a code the Supplier configured;
3. 13.3 DorskoPay's commission at the rate in the Commercial Terms;
4. 13.4 fees passed through under clause 7;
5. 13.5 refunds issued on the Supplier's sales, under clause 17;
6. 13.6 Chargebacks and related fees allocated under clause 18;
7. 13.7 fraud losses allocated under clause 19;
8. 13.8 any Reserve applied under clause 16; and
9. 13.9 any Negative Balance or other amount owed by the Supplier under clause 20.

The platform records each of these components against each transaction, and the Supplier can see the full calculation for any transaction in its dashboard.

Supplier Proceeds accrue as a contractual debt owed by DORSKO LIMITED to the Supplier. They are not client money, they are not held on trust for the Supplier unless the Commercial Terms expressly say so, and they are not acquiring settlement.

14. Payouts

DorskoPay pays Supplier Proceeds to the Supplier's verified bank account, on the payout schedule in the Commercial Terms. The account must be in the Supplier's own legal name and must have been verified under clause 9; DorskoPay does not pay to a third-party account, and a change of payout account triggers re-verification and may pause payouts until it completes.

Settlement dependency. A Payout can only be made from funds that have been settled to DORSKO LIMITED. Payout timing therefore depends on the settlement cycle of the Acquirer or payment partner, on any hold or delayed settlement that partner applies, and on any Reserve under clause 16. DorskoPay does not guarantee a settlement time, and no payout schedule is contractually fixed in advance of the arrangements agreed with an Acquirer.

Acquirer holds. Where an Acquirer, payment partner or card scheme withholds, delays, freezes or claws back funds relating to the Supplier's transactions, DorskoPay may withhold the corresponding Supplier Proceeds for as long as, and to the extent that, the funds are withheld from it. DorskoPay will tell the Supplier that this has happened and, so far as it is permitted to, why.

Minimums and mechanics. A Payout may be subject to a minimum amount stated in the Commercial Terms. Where the Payout currency differs from the currency of Settlement, conversion costs are borne by the Supplier under clause 7.

DorskoPay may suspend Payouts under clause 26.

15. Reserves

DorskoPay may apply a Reserve to a Supplier's balance where its risk assessment warrants it, or where required by an Acquirer, payment partner or card scheme.

A Reserve may take the form of a rolling reserve (a percentage of each transaction held for a defined period before release), a fixed reserve (a defined amount held for the duration of the relationship or a defined period), or a withheld payout (a suspension of some or all Payouts pending a specific exposure being resolved).

Whether a Reserve applies, and its form, size, duration and release schedule, are determined by reference to factors including: the Supplier's refund and chargeback experience; fraud exposure; the delivery model and how far in advance of delivery payment is taken; subscription and prepayment exposure; transaction volume and volatility; product or business model changes; the length and quality of processing history; and any requirement imposed on DorskoPay by an Acquirer.

Where a Reserve is applied, DorskoPay will notify the Supplier of its form, its size, the basis on which it is calculated and the conditions for its release. DorskoPay may extend or increase a Reserve where the exposure it addresses increases, and will notify the Supplier when it does.

On termination, a post-termination Reserve may be retained under clause 28.

16. Refunds

As seller of record, DorskoPay decides and issues refunds to Buyers under the Refund Policy and applicable law. The Supplier may also initiate a refund from its dashboard.

DorskoPay may issue a refund without the Supplier's agreement where the Refund Policy, applicable consumer law, an Acquirer or card scheme requirement, or a complaint outcome requires one. The Supplier acknowledges that a Buyer's statutory rights cannot be contracted away and that DorskoPay must be able to honour them.

A refunded sale is deducted from the Supplier's balance: the Supplier Proceeds for that sale are reversed. Where the sale has already been paid out, the amount is recovered under clause 20. Commission on a refunded sale is treated as set out in the Commercial Terms.

Where DorskoPay considers that a refund was caused by the Supplier's failure to deliver, a materially inaccurate product description, or a defect in the product, the full cost of the refund is allocated to the Supplier. Sustained elevated refund rates are a risk signal and may lead to a Reserve, a restriction or suspension.

17. Chargebacks, disputes and representment

Because DorskoPay is the seller of record, a Buyer's dispute is raised against DorskoPay. DorskoPay manages the intake, the evidence, the representment and the correspondence with the Acquirer and the scheme.

Supplier cooperation is a contractual obligation, not a courtesy. On notification of a dispute, the Supplier must provide the evidence DorskoPay requests — delivery and access logs, licence issuance records, product usage records, the product description as it stood at the time of sale, support correspondence, and the terms the Buyer accepted — within the deadline DorskoPay states for that dispute. Those deadlines are set by the card schemes and are not extendable by DorskoPay.

Evidence must be complete, legible, and specific to the transaction. Where the Supplier does not provide evidence within the deadline, or provides evidence inadequate to defend the dispute, DorskoPay may accept the chargeback, and the full amount plus any fee is allocated to the Supplier.

DorskoPay may choose to refund a Buyer instead of contesting a dispute where that is the commercially or legally sensible course — for example where the evidence does not support a defence, where the amount does not justify the cost, or where contesting it would risk the chargeback ratio thresholds that the schemes apply to DorskoPay.

DorskoPay does not control the outcome. The final decision on a Chargeback rests with the Buyer's issuer and the card scheme. DorskoPay does not warrant any outcome and is not liable for a dispute decided against it, provided it handled the dispute in accordance with this clause.

Chargebacks, and any related fees, are allocated to the Supplier's balance. Sustained elevated dispute ratios may result in limits, Reserves, product restrictions, suspension or termination — including where a scheme monitoring programme requires DorskoPay to act.

18. Fraud losses

The Supplier must not submit or facilitate a transaction it knows or suspects to be fraudulent, must not process its own payment instruments or those of its officers or employees through its own account, must not engage in transaction laundering for another business, and must cooperate fully with any fraud investigation.

DorskoPay may block, hold, decline or reverse a transaction it reasonably believes to be fraudulent, and may withhold the corresponding Supplier Proceeds while it investigates.

Losses arising from fraudulent transactions on the Supplier's products are allocated to the Supplier's balance, except to the extent the loss was caused by DorskoPay's own failure to operate the fraud controls it maintains.

The specific fraud indicators, thresholds and rules DorskoPay applies are not disclosed, for the reason given in the Merchant Verification Policy. This does not limit the Supplier's right to ask for human review of a decision affecting its account.

19. Negative Balances and recovery

Where refunds, Chargebacks, fraud losses, fees or other amounts owed exceed the Supplier Proceeds available, the account goes into a Negative Balance, which is immediately due and payable by the Supplier to DorskoPay.

DorskoPay may recover a Negative Balance, and any other amount the Supplier owes, by any of the following, in any order: set-off against current or future Supplier Proceeds; application of a Reserve; suspension of Payouts until the balance is cleared; direct invoice to the Supplier, payable within the period stated on it; and, where the amount remains unpaid, recovery as a debt including reasonable costs of recovery.

DorskoPay may set off any amount the Supplier owes it under this Agreement against any amount it owes the Supplier, whether or not arising under the same transaction.

A Negative Balance survives termination and remains payable after the relationship ends.

20. Prohibited and restricted activity

The Supplier may only sell products within the categories permitted by the Acceptable Use Policy. Listing a prohibited product, or a restricted product without written approval, is a material breach.

The Supplier must comply with the subscription conduct requirements in that policy: recurring charges clearly disclosed before purchase; renewal price and interval stated; trials that state what happens when they end; and cancellation available online without obstruction. Retention flows designed to make cancellation difficult are prohibited.

DorskoPay may treat a category as restricted even where it is not expressly listed, where an Acquirer, a card scheme rule or a risk assessment requires it.

21. Sanctions and financial crime

The Supplier, its directors and its ultimate beneficial owners must not be subject to applicable sanctions, and the Supplier must not use the platform to facilitate a transaction with a sanctioned person or in a sanctioned territory. Screening is performed at onboarding and on an ongoing basis.

The Supplier must not use the platform for money laundering, terrorist financing, sanctions evasion, tax evasion or the facilitation of tax evasion, bribery, or any other financial crime, and must maintain its own controls proportionate to its business.

Where DorskoPay is required to freeze, block, report or decline a transaction or an account under applicable law or on the instruction of an Acquirer or authority, it will do so, and may be prohibited from telling the Supplier why. The Supplier accepts that DorskoPay is not liable for acting on such a requirement.

DorskoPay operates the internal financial-crime controls described in its AML and Sanctions Policy. That policy is maintained as an internal document and is available to an Acquirer, auditor or authority on request.

22. Data protection

Each party must comply with applicable data protection law in respect of personal data processed under this Agreement.

For personal data DorskoPay processes in order to sell, invoice, tax, refund and defend a transaction, and for supplier verification, financial-crime and security data, DorskoPay acts as an independent controller — those are its own legal obligations as seller of record, and it does not process that data on the Supplier's instructions. For personal data the Supplier holds about its own users inside its own product, the Supplier is a controller in its own right.

Where DorskoPay processes personal data on the Supplier's behalf and on its instructions — for example the Supplier's own customer records imported into the dashboard for the Supplier's purposes — DorskoPay acts as a processor, and the data processing terms referenced in the Commercial Terms apply to that processing.

Each party must implement appropriate technical and organisational measures, must notify the other without undue delay of a personal data breach affecting data shared under this Agreement, and must cooperate in responding to data subject requests, supervisory authority enquiries and breach assessments.

DorskoPay's processing is described in the Privacy Policy.

23. Security

The Supplier must protect its DorskoPay credentials, API keys and webhook secrets, must not share them, must rotate them where they may have been exposed, and must notify DorskoPay immediately of any suspected compromise.

The Supplier must verify webhook signatures before acting on an event, must not rely on an unverified event to provision access, and must maintain access controls appropriate to the sensitivity of the data it receives.

The Supplier must not attempt to collect, transmit or store full card numbers or card security codes through the platform or through its own integration with it. Where the Supplier handles cardholder data in any other part of its business, PCI DSS compliance for that activity is the Supplier's own responsibility.

DorskoPay's own controls are described on the Security page.

24. Card scheme, acquirer and payment partner requirements

The platform operates subject to the rules of the Acquirers, payment partners and card schemes through which transactions are processed. Those rules are passed through to the Supplier.

Where a partner or scheme requires information, a change to how a product is presented, a change to refund or cancellation practice, a restriction on a category or territory, the imposition of a Reserve, the withholding of funds, or the termination of a merchant, DorskoPay must comply and the Supplier must cooperate. DorskoPay will give the Supplier as much notice and explanation as it is permitted to give.

The Supplier acknowledges that a requirement imposed on DorskoPay by an Acquirer or scheme may take effect on shorter notice than clause 30 would otherwise allow, and that DorskoPay may have no discretion in the matter.

25. Audit, monitoring and information rights

DorskoPay monitors the Supplier's account on an ongoing basis. Monitoring includes: transaction patterns, volume, average transaction value, geography and card-issuer geography; refund, dispute and fraud rates; delivery and fulfilment performance; complaint volume and themes; the Supplier's public website and product presentation; and continued satisfaction of the verification requirements in clause 9.

A material change in the Supplier's processing profile — a volume spike, a shift in geography, a change in average transaction value, a change in product mix — triggers review, and may lead to a request for information, a Reserve, a restriction or suspension.

DorskoPay may audit the Supplier's compliance with this Agreement on reasonable notice, and may require the Supplier to provide records relevant to a specific transaction, dispute, complaint or investigation. Where an Acquirer, scheme or authority requires an audit or information, the Supplier must cooperate with it directly if asked.

The Supplier must retain records of the products it sold, the descriptions it published, the fulfilment it performed and the support it provided, for a period at least as long as the dispute and statutory periods applicable to the transaction.

26. Suspension

DorskoPay may suspend, in whole or in part and with immediate effect: an individual product; the Supplier's ability to take new transactions; the Supplier's Payouts; or the account as a whole.

It may do so where it reasonably suspects a breach of this Agreement or of the Acceptable Use Policy; where fraud, financial crime or transaction laundering is suspected; where a risk investigation is in progress; where verification has lapsed or cannot be completed; where the risk profile of the account has become unacceptable; where a legal, regulatory, Acquirer or card scheme requirement compels it; or where the Supplier is insolvent or has ceased trading.

Payouts may be suspended for the duration of a risk investigation, whether or not the investigation concludes that the Supplier was at fault. Where it concludes that the Supplier was not at fault, suspended Payouts are released, subject to any Reserve.

DorskoPay will tell the Supplier what has been suspended and why, to the extent it is permitted to. Where a suspension arises from something the Supplier can remedy, DorskoPay will say what would be needed to lift it.

27. Termination

Either party may terminate this Agreement on thirty days' written notice, without cause.

DorskoPay may terminate immediately, on notice, where: the Supplier is in material breach and either the breach is incapable of remedy or is not remedied within the period DorskoPay specifies; a representation in clause 11 was untrue or has ceased to be true; the Supplier sells a prohibited product or a restricted product without approval; fraud, financial crime or transaction laundering is established; the Supplier is insolvent, enters administration or ceases to trade; an Acquirer, payment partner, card scheme or authority requires it; or continuing would expose DorskoPay to a legal, regulatory or reputational risk it is not prepared to carry.

The Supplier may terminate immediately where DorskoPay is in material breach and has not remedied it within thirty days of written notice.

On termination, new sales stop. DorskoPay will continue to service existing subscriptions for a transition period where it is practicable and lawful to do so, or will cancel and refund them on a pro-rata basis, and will tell the Supplier which course it is taking.

28. Consequences of termination

Termination does not extinguish exposure that has already been created. After termination:

• refunds and Chargebacks on prior sales continue to be handled by DorskoPay and continue to be allocated to the Supplier under clauses 17 to 19;
• a post-termination Reserve may be retained against that continuing exposure, for a period reflecting the chargeback and refund window applicable to the Supplier's transactions and any requirement of an Acquirer, after which the balance is released;
• any Negative Balance remains immediately due and payable, and clause 20 continues to apply;
• the resale rights granted in clause 4 end, save that DorskoPay may continue to use them to the extent necessary to service existing Buyers during a transition period, to fulfil obligations already owed to Buyers, and to defend disputes;
• the Supplier remains obliged to support Buyers who bought during the term for the periods they paid for, or to fund the refunds that follow if it does not;
• record-keeping, confidentiality, data protection, indemnity, limitation of liability and governing law provisions continue in force.

DorskoPay will provide the Supplier with a final statement showing the closing balance, any Reserve retained, the basis for it and the expected release date.

29. Confidentiality

Each party must keep confidential the other's non-public information disclosed under this Agreement — including the Commercial Terms, technical and security information, and information about Buyers — and use it only for the purposes of this Agreement.

This does not restrict a disclosure required by law, by a court, by a regulator, by an Acquirer or card scheme, or to a professional adviser under a duty of confidence; nor does it apply to information that is or becomes public other than through a breach of this clause.

Confidentiality obligations survive termination for three years, and indefinitely in respect of personal data.

30. Indemnities

The Supplier indemnifies DorskoPay against losses, liabilities, fines, penalties, refunds, chargebacks and reasonable costs (including legal costs and the costs of responding to a regulator or scheme) that DorskoPay incurs arising from:

1. 30.1 a claim that an Approved Product infringes a third party's intellectual property or other rights;
2. 30.2 the Supplier's breach of this Agreement or of the Acceptable Use Policy;
3. 30.3 a breach of a representation or warranty in clause 11;
4. 30.4 the Supplier's failure to deliver, or defective or misdescribed delivery of, an Approved Product;
5. 30.5 an inaccurate or misleading product description, price, availability or renewal statement supplied by the Supplier;
6. 30.6 a tax assessment arising from incorrect product tax data supplied by the Supplier;
7. 30.7 the Supplier's breach of data protection law in respect of data shared under this Agreement; and
8. 30.8 fraudulent or unlawful activity by the Supplier or by a person acting on its behalf.

DorskoPay indemnifies the Supplier against losses arising from DorskoPay's fraud, wilful default, or breach of data protection law in respect of personal data for which it is the controller under clause 23.

A party claiming under an indemnity must notify the other promptly, allow it to participate in the defence, and not settle without its consent, which must not be unreasonably withheld.

31. Limitation of liability

Neither party excludes or limits liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, and to the paragraph below, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business, business interruption, loss of goodwill or indirect or consequential loss, however arising.

Subject to the first paragraph, each party's total aggregate liability under this Agreement in any twelve-month period is limited to the greater of the total commission retained by DorskoPay on the Supplier's transactions in that period, and £5,000.

The cap in the preceding paragraph does not apply to: the Supplier's liability under the indemnities in clause 30; amounts properly due as refunds, Chargebacks, fraud losses, fees or a Negative Balance under clauses 13 to 20, which are debts and not damages; or either party's breach of confidentiality.

DorskoPay is not liable for a failure or delay caused by an Acquirer, payment partner, card scheme, hosting provider or other third party, or by an event outside its reasonable control, but this does not affect amounts properly owed to the Supplier once DorskoPay has received them.

32. Force majeure

Neither party is liable for a failure or delay in performing an obligation caused by an event outside its reasonable control, including an act of God, war, terrorism, civil unrest, epidemic, industrial action, failure of a utility, telecommunications or internet service, cyber attack, or the act, omission, insolvency or withdrawal of an Acquirer, payment partner or card scheme.

The affected party must notify the other promptly and use reasonable efforts to mitigate. Where the event continues for more than sixty days, either party may terminate on notice, without prejudice to accrued rights and to clause 28.

This clause does not excuse an obligation to pay an amount that is due.

33. Assignment, subcontracting and notices

Assignment. The Supplier may not assign, novate or otherwise transfer this Agreement without DorskoPay's prior written consent, which will not be unreasonably withheld — but a change of control of the Supplier is a change requiring notification and re-review under clause 10, and may be grounds for termination. DorskoPay may assign or novate this Agreement to a member of its group, or in connection with a sale or reorganisation of its business, on notice.

Subcontracting. DorskoPay may engage subcontractors and service providers (including hosting, email, identity verification, payment and acquiring partners) to perform parts of the service, and remains responsible for their performance of its obligations. Where a subcontractor processes personal data as a processor, clause 23 applies.

Notices. Notices under this Agreement may be given by email to the address on the account, or in the dashboard, and are deemed received on the next business day. Notices of termination, suspension or a change of legal entity must also be sent by email to the other party's stated contact address. DorskoPay's address for notices is support@dorskopay.com and its registered office above.

34. Changes to this Agreement

DorskoPay may change this Agreement on thirty days' written notice to the Supplier. If the Supplier does not accept a change, it may terminate under clause 27 before the change takes effect; continuing to transact after the effective date constitutes acceptance.

A change required by law, by a regulator, by an Acquirer, by a payment partner or by a card scheme may take effect on shorter notice, including immediately where DorskoPay has no discretion. DorskoPay will give as much notice as it can and will explain the reason to the extent it is permitted to.

Every version of this Agreement carries a version number and an effective date at the top of this page. The version in force when a transaction is processed governs that transaction.

35. Governing law, jurisdiction and general provisions

Governing law and jurisdiction. This Agreement and any dispute arising out of it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Language. The English version of this Agreement is the version that governs. A translation is provided for convenience only, and in the event of any inconsistency the English version prevails.

Entire agreement. This Agreement, the Commercial Terms and the policies it incorporates constitute the entire agreement between the parties and supersede any prior discussion or representation, save that nothing limits liability for fraudulent misrepresentation.

Severability. If a provision is found unlawful or unenforceable, it is severed and the remainder continues in force, and the parties will negotiate in good faith a replacement achieving as nearly as possible the original commercial intent.

Waiver. A failure or delay in enforcing a provision is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.

Third parties. A person who is not a party to this Agreement has no right to enforce it, except that a member of DorskoPay's group may enforce a provision expressed to be for its benefit.

Relationship. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Survival. Clauses 8, 13 to 20, 23, 28, 29, 30, 31 and 34 survive termination, together with any other provision which by its nature is intended to.

36. Contact

Questions about this Agreement, requests for the Commercial Terms, and notices under clause 32 go to support@dorskopay.com, or through the contact form.

Suppliers with an account may also raise a matter through the support section of the dashboard, and may complain under the Complaints Policy.