PAYMENT GATEWAY SERVICES

TERMS AND CONDITIONS

Service Provider: BeOneB OÜ (trading as "Be1B")
Effective Date: 1st October 2025
Version: 1.0

1.DEFINITIONS

"Be1B" or "Service Provider" means BeOneB OÜ, a company registered in Estonia.

"Client" means the business entity or individual using Be1B payment gateway services.

"Payment Gateway Services" means electronic payment processing services enabling the Client to accept credit cards, debit cards, bank transfers, and other electronic payment methods through the Be1B platform.

"Payment Provider" means licensed third-party payment service providers and payment institutions with whom Be1B has partnerships.

"Transaction" means any payment instruction processed through the Services.

"User" means any person using the Services on behalf of the Client.

"Personal Data" means information relating to an identified or identifiable natural person as defined in GDPR.

"Defect" means the Service's non-compliance with the service levels specified in this agreement.

2. SERVICE DESCRIPTION

2.1 Platform Role

Be1B operates as a technology platform and service integrator connecting Clients with licensed Payment Providers. Be1B does not act as a payment institution or hold client funds.

2.2 Services Provided

• Payment processing integration and technical infrastructure

• Access to multiple Payment Providers through single API

• Transaction monitoring and reporting dashboard

• Technical support and documentation

• Security and fraud prevention tools

• Settlement coordination and reconciliation

2.3 Payment Provider Relationships

Payment processing is performed by licensed Payment Providers. The Client acknowledges that:

• Be1B facilitates access but does not directly process payments

• Payment Providers have their own terms and conditions

• Payment Providers are regulated by financial authorities

• Be1B may switch or add Payment Providers based on business requirements

2.4 Payment Provider Disclosure

Know Your Business (KYB) Process:

• Upon registration, Client submits required business documentation for KYB review

• KYB verification is conducted by the applicable regulated Payment Provider

• Be1B forwards Client information to Payment Provider(s) for approval

• Provider Identity Disclosure: Once the KYB process has been completed and approved by the regulated Payment Provider, Be1B will disclose to the Client the name and details of the specific Payment Provider(s) assigned to process their transactions

• Until KYB approval, Be1B reserves the right to withhold Payment Provider identity for operational and security reasons

• Provider assignment may change based on transaction routing, business needs, or regulatory requirements

Client Acknowledgment: The Client expressly acknowledges and agrees that:

• The ultimate payment processing relationship is between Client and the assigned Payment Provider

• Be1B acts solely as a technology intermediary and platform provider

• All payment processing, fund transfers, and settlements are performed directly by the Payment Provider

• Client must comply with all terms and conditions of the assigned Payment Provider

3. PRICING AND FEES

3.1 Fee Structure

Fees consist of:

• Setup Fees: One-time account creation and integration fees

• Transaction Fees: Per-transaction charges based on payment method and volume

• Monthly Platform Fees: Service access and maintenance (if applicable)

• Additional Fees: Chargebacks, refunds, special services

3.2 Pricing Information

Complete pricing is available at:

• Website: https://be1b.com/hub/

• Client-specific Pricing Annex (for customized agreements)

• Upon request from [email protected]

3.3 Payment Terms and Deposit System

Deposit Requirement:

• Client must maintain a deposit balance in their Be1B account

• Minimum deposit amount specified during onboarding or in Pricing Annex

• Deposit used to cover transaction fees and other service charges

• Client responsible for maintaining sufficient deposit balance

Fee Payment Methods:

Setup and One-Time Fees:

• Setup fees, integration fees, and similar one-time charges are invoiced

• Payment due within 15 days of invoice date

• Must be paid before account activation

Transaction Fees:

• Automatically deducted from Client's deposit balance

• Deducted at time of transaction processing or settlement

• Real-time balance tracking in dashboard

• Client must replenish deposit when balance falls below threshold

Monthly Platform/Service Fees (if applicable):

• May be invoiced monthly or deducted from deposit

• Payment method specified in Pricing Annex

Deposit Replenishment:

• Client receives notification when deposit falls below minimum threshold

• Client must replenish deposit within 5 business days of notification

• Automatic replenishment can be configured (if available)

• Processing may be suspended if deposit insufficient for fees

Insufficient Deposit Balance: If deposit balance insufficient to cover transaction fees:

• Transactions may be declined or held

• Services may be suspended without notice

• Client remains liable for all accrued fees

• Outstanding amounts become immediately due and payable

Deposit Refund: Upon termination, remaining deposit balance refunded after:

• All outstanding fees and charges deducted

• Reserve period completed (typically 90-180 days)

• All chargebacks and disputes resolved

• Any penalties or damages deducted

3.4 Price Adjustments

Prices may be reviewed annually with 60 days notice. Increases exceeding 15% allow Client to terminate within 30 days without penalty.

3.5 Late Payment and Insufficient Funds

• Late payments on invoiced fees subject to interest and 15% penalty (minimum EUR 50)

• Services suspended after 30 days non-payment of invoiced fees

• Insufficient deposit balance may result in immediate transaction suspension

• Client responsible for monitoring deposit balance and ensuring adequate funds

4. CLIENT OBLIGATIONS

4.1 Compliance

The Client must:

• Comply with PCI DSS, GDPR, AML/CFT regulations

• Provide accurate transaction information

• Maintain fraud prevention measures

• Respond promptly to chargebacks

• Operate legally with required licenses

• Implement Strong Customer Authentication (SCA) per PSD2

4.2 Account Security

The Client is responsible for:

• Maintaining confidentiality of access credentials and API keys

• Implementing multi-factor authentication

• Securing workstations and devices

• Immediately reporting suspected breaches

• Not sharing credentials with unauthorized persons

4.3 Prohibited Use

The Client must not:

• Use services for illegal activities

• Process transactions without authorization

• Misrepresent business nature or activities

• Split transactions to avoid limits

• Engage in money laundering or fraud

• Store payment card data in violation of PCI DSS

4.4 Business Information

The Client must:

• Provide accurate business information during onboarding

• Maintain current contact details

• Report material changes within 5 business days

• Update risk profile or transaction pattern changes

5. PROHIBITED ACTIVITIES

5.1 Restricted Business Types

Services may NOT be used for:

• Illegal activities or products

• Unlicensed financial services

• Cryptocurrency exchanges (unless approved)

• Adult content (unless approved)

• Unlicensed gambling or gaming

• Counterfeit goods

• Weapons, drugs, or controlled substances

• Multi-level marketing schemes

• Tobacco, cannabis products (where restricted)

5.2 Consequences

Violations result in:

• Immediate suspension without notice

• Fund holds up to 180 days

• Termination of agreement

• Reporting to authorities as legally required

• Legal action for damages

6. SERVICE LEVELS

6.1 Be1B Platform Availability

Be1B targets 99.5% platform availability per calendar month for the Be1B technology platform only, excluding:

• Scheduled maintenance (1 week advance notice)

• Force majeure events

• Payment Provider outages or service interruptions

• Third-party infrastructure failures

• Client-caused issues

Important Clarification: The 99.5% availability commitment applies solely to Be1B's platform infrastructure (API, dashboard, technical systems). Payment processing availability is governed by the Payment Provider's service level agreements.

6.2 Payment Processing Service Levels

Payment Provider Responsibility:

The Client expressly acknowledges and agrees that:

• Payment processing service levels (availability, uptime, performance) are defined and guaranteed by the Payment Provider, not by Be1B

• Each Payment Provider has its own Service Level Agreement (SLA) governing payment processing

• Payment Provider SLA terms are disclosed to Client after KYB approval along with provider identity

• Be1B makes no warranties or guarantees regarding Payment Provider service levels

• Payment processing availability, transaction success rates, and settlement times are controlled by the Payment Provider

• Any claims related to payment processing service levels must be directed to the Payment Provider

Be1B's Role:

• Be1B provides the technical platform to access Payment Provider services

• Be1B monitors Payment Provider performance but cannot control or guarantee their service levels

• Be1B will notify Clients of known Payment Provider service disruptions when possible

• Be1B may route transactions to alternative Payment Providers if available during outages

6.3 Scheduled Maintenance

Be1B Platform Maintenance:

• Routine maintenance during low-traffic periods

• Minimum 1 week advance notice

• Typically not exceeding 2 hours

• Avoided during peak business seasons

Payment Provider Maintenance:

• Scheduled by Payment Provider according to their policies

• Be1B will communicate Payment Provider maintenance windows when notified

• Payment Provider maintenance schedules may vary

7. DATA PROTECTION

7.1 GDPR Compliance

Both parties comply with GDPR and applicable data protection laws.

Roles:

• Client: Data Controller

• Be1B: Data Processor

• Payment Providers: Sub-Processors

A separate Data Processing Agreement (DPA) governs specific obligations.

7.2 Personal Data Processed

• Customer names, email addresses, phone numbers

• Payment instrument details (tokenized card numbers, bank accounts)

• Transaction data (amounts, dates, merchant references)

• Technical data (IP addresses, device information)

• Geographic data (billing/shipping addresses)

7.3 Data Retention

• Minimum 5 years (accounting/tax requirements)

• Minimum 18 months (chargeback defense)

• 90 days post-termination (unless legally required longer)

7.4 Security Measures

• PCI DSS Level 1 compliance

• ISO 27001 certification (where applicable)

• Encryption: TLS 1.2+ in transit, AES-256 at rest

• Tokenization of payment card data

• 24/7 security monitoring

• Regular penetration testing

• Multi-factor authentication

7.5 Data Breaches

Be1B notifies Client within 72 hours of becoming aware of any personal data breach, including nature, scope, and remediation measures.

7.6 Confidentiality

Information transmitted by Client is confidential. Be1B will:

• Not access or use data except to provide Services

• Restrict access to authorized personnel only

• Return or delete data within 90 days of termination

8. CHARGEBACKS

8.1 Process

When a chargeback occurs:

• Client notified immediately via email and dashboard

• Disputed amount debited from settlement account

• Response window: 7-21 days depending on card network

• Chargeback fee applies (see pricing)

8.2 Direct Relationship with Payment Provider

IMPORTANT - Chargeback Disputes:

The Client expressly acknowledges and agrees that:

• Chargebacks are initiated and managed by the Payment Provider, not Be1B

• Any disputes, claims, or issues related to chargebacks must be addressed directly with the Payment Provider whose name was disclosed to Client upon KYB approval

• Be1B acts only as a communication facilitator and technical intermediary

• Be1B has no authority to reverse, cancel, or modify chargeback decisions

• Final chargeback decisions are made by the Payment Provider and/or card networks

• Be1B is not liable for chargeback outcomes, amounts, fees, or timeframes

Be1B's Role in Chargebacks:

• Notify Client of chargeback through platform

• Provide technical interface to submit evidence

• Forward Client's evidence to Payment Provider

• Display chargeback status as reported by Payment Provider

• Provide guidance on documentation requirements

Client's Direct Obligations to Payment Provider:

• Respond to chargeback requests within timeframes set by Payment Provider

• Provide evidence directly to Payment Provider (via Be1B platform)

• Accept Payment Provider's final chargeback decisions

• Pay all chargeback fees assessed by Payment Provider

• Comply with Payment Provider's chargeback policies and procedures

8.3 Client Responsibilities

The Client must:

• Maintain transaction records for 18 months

• Provide evidence within required timeframes

• Submit compelling evidence (delivery proof, customer communications, terms acceptance)

• Implement preventive measures (clear policies, accurate descriptors, prompt customer service)

8.4 Excessive Chargebacks

If chargeback rate exceeds 1.0% of monthly transactions:

• Enhanced monitoring and approval processes

• Rolling reserve of 10-30% may be required

• Transaction fee increase of 0.5-1.5%

• Delayed settlements

• Potential suspension if exceeds 1.5%

• Payment Provider may impose additional penalties or terminate merchant account

8.5 Resolution Timeline

• Initial resolution: 45-90 days

• Arbitration cases: up to 180 days

• Funds held during dispute process

• All timelines controlled by Payment Provider and card networks

9. REFUNDS AND OTHER PAYMENT DISPUTES

9.1 Processing

Refunds may be initiated through platform or API:

• Original transaction fees are not refunded

• Same fee applies to refund transaction

• Processing time: 3-10 business days

• Must have sufficient funds in settlement account

• Must be within 180 days of original transaction

9.2 Direct Relationship with Payment Provider

IMPORTANT - Refund and Payment Disputes:

The Client expressly acknowledges and agrees that:

• All refunds are processed by the Payment Provider, not Be1B

• Any disputes, delays, or issues related to refunds must be addressed directly with the Payment Provider

• Be1B provides only the technical interface for initiating refunds

• Refund processing times, limits, and policies are controlled by Payment Provider

• Be1B is not liable for refund failures, delays, or processing issues

Settlement Disputes:

• All settlement disputes, delays, or discrepancies must be raised directly with the Payment Provider

• Be1B facilitates communication but has no authority over fund transfers

• Settlement schedules, holds, and releases are determined by Payment Provider

• Client must review Payment Provider's settlement terms and policies

9.3 Partial Refunds

• Supported for most payment methods

• Each treated as separate transaction for fees

• Multiple partial refunds allowed up to original amount

9.4 Limitations

• Bank transfers must refund to original account

• Cannot refund to closed/expired payment instruments

• Currency conversion fees may apply again

9.5 Failed Refunds

If refund fails:

• Client notified with failure reason

• Funds returned to settlement account

• Client arranges alternative resolution with customer

• Original transaction fee remains non-refundable

• Client must contact Payment Provider for refund failure resolution

10. TECHNICAL SUPPORT

10.1 Support Scope

• Integration assistance and API documentation

• Technical troubleshooting

• Transaction inquiries

• Account configuration

• Chargeback support

• Reporting assistance

10.2 Support Channels

• Email: [email protected]

10.3 Support Hours

Monday-Friday, 10:00-18:00 CET/CEST

10.4 Priority Levels

P1 - Critical: Complete outage affecting all transactions

• Response: 2 hour (24/7)

• Resolution Target: 4 hours

P2 - High: Partial outage or severe impact, no workaround

• Response: 4 hours (24/7)

• Resolution Target: 8 business hours

P3 - Medium: Service degradation with workaround available

• Response: 8 business hours

• Resolution Target: 3 business days

P4 - Low: Minor issues, questions, feature requests

• Response: 1 business day

• Resolution Target: 5 business days

10.5 Support Fees

• Included: Service defects, standard integration, transaction issues

• Billable: Custom development, third-party integrations, training, Client-caused issues (rates per pricing schedule)

11. REPORTING AND RECONCILIATION

11.1 Dashboard Access

Real-time access to:

• Transaction monitoring and search

• Financial reporting and analytics

• Settlement tracking

• Custom report generation

• Data export (CSV, JSON, Excel, PDF)

11.2 Statements

• Monthly statements within 5 business days of month-end

• Detailed settlement reports for each payout

• Discrepancies must be reported within 30 days

11.3 Data Retention

• 24 months transaction history in dashboard

• Extended history via API or on request

• Post-termination: 90 days read-only access

12. LIABILITY AND INDEMNIFICATION

12.1 Be1B as Technology Platform Only

Critical Understanding:

Be1B operates solely as a technology platform providing access to Payment Provider services. Be1B:

• Does NOT process payments
• Does NOT hold, transmit, or control funds
• Does NOT act as a payment institution or financial services provider
• Does NOT make decisions regarding transactions, chargebacks, settlements, or refunds
• Acts only as a technical intermediary connecting Client to Payment Providers

12.2 Maximum Liability Cap

ABSOLUTE LIMITATION:

Be1B's total aggregate liability under this agreement, regardless of the form of action (contract, tort, negligence, strict liability, statutory, or otherwise), is strictly limited to:

The lesser of:

• EUR 5,000 (five thousand euros), OR
• Total platform fees actually paid by Client to Be1B in the 6 months immediately preceding the claim (excluding transaction fees paid to Payment Providers)

This cap applies to:

• ALL claims combined (not per incident)
• ALL causes of action
• ALL types of damages
• ALL parties claiming through Client
• The ENTIRE duration of the relationship

If Client has paid zero platform fees to Be1B (transaction fees only model), Be1B's maximum liability is EUR 1,000 (one thousand euros) total.

12.3 Be1B Liability Scope - Extremely Limited

Be1B is liable ONLY for:

• Direct damages proven to be caused by Be1B's willful fraud or gross negligence
• Be1B platform API being completely unavailable for more than 72 consecutive hours (excluding permitted downtime)
• Be1B's intentional breach of confidentiality obligations

Be1B is NOT liable for:

• Platform availability below 99.5% (remedy is service credit only per Section 6.5)
• Any negligence (only gross negligence or willful misconduct)
• Errors, bugs, or defects in software
• Data loss or corruption
• Security incidents (unless caused by Be1B's gross negligence)
• Any matters within Payment Provider's control

12.4 Comprehensive Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BE1B IS NOT LIABLE FOR:

Indirect and Consequential Damages (EXCLUDED ENTIRELY):

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or opportunities
• Loss of goodwill or reputation
• Loss of data or information
• Loss of use or interruption of business
• Cost of substitute services or procurement
• Any indirect, incidental, special, exemplary, punitive, or consequential damages
• These exclusions apply EVEN IF Be1B has been advised of the possibility of such damages

Direct Damages Also EXCLUDED:

• Damages arising from third-party actions
• Damages from events beyond Be1B's reasonable control
• Damages that could have been mitigated by Client
• Damages not directly and proximately caused by Be1B's gross negligence or willful misconduct

12.5 Payment Provider as Ultimate Service Provider

PAYMENT PROVIDER HAS ALL LIABILITY FOR PAYMENT SERVICES:

The Client expressly and irrevocably acknowledges and agrees that:

1. Payment Provider is Sole Responsible Party for:

• All payment processing, authorization, and execution
• All fund transfers, holds, and settlements
• All chargebacks, disputes, and reversals
• All refunds and cancellations
• All transaction declines, errors, or delays
• All compliance with payment regulations
• All fraud detection and prevention for transactions
• All customer payment data security
• All payment-related financial losses

1. Be1B Has ZERO Liability for Payment Operations:

• Be1B provides only technical platform access
• Be1B has no control over payment decisions
• Be1B has no access to funds at any time
• Be1B cannot reverse, modify, or influence Payment Provider actions
• Be1B is NOT responsible for Payment Provider performance, errors, or omissions

1. All Payment Claims MUST Go to Payment Provider:

For ANY issues related to:

• Transaction processing, failures, or errors
• Settlements, delays, or holds
• Chargebacks, disputes, or representments
• Refunds or reversals
• Funds availability or access
• Payment data security breaches (at Payment Provider level)
• Compliance or regulatory violations
• Financial losses from payments

CLIENT MUST AND SHALL pursue claims, disputes, and remedies exclusively against the Payment Provider. CLIENT EXPRESSLY WAIVES any and all claims against Be1B for such matters.

1. Payment Provider Terms and Liability Framework Apply:

• Payment Provider's liability limitations govern payment matters
• Payment Provider's terms supersede these terms for payment processing
• Client bound by Payment Provider's liability caps and exclusions
• Be1B makes no warranties regarding Payment Provider performance

12.6 Additional Excluded Liabilities

Be1B is NOT liable for any claims arising from or related to:

Technology and Systems:

• Bugs, errors, or defects in Be1B platform
• Compatibility issues with Client's systems
• Internet, network, or connectivity failures
• Third-party service provider failures (hosting, CDN, etc.)
• Software updates, patches, or modifications
• API changes or deprecations (with proper notice)

Payment Provider Related:

• Payment Provider selection, performance, or actions
• Payment Provider fee changes or policy modifications
• Payment Provider service outages or degradations
• Payment Provider insolvency or business failure
• Payment Provider regulatory issues or sanctions
• Transaction routing decisions

Force Majeure and External Events:

• Natural disasters, acts of God, pandemics
• War, terrorism, civil unrest, riots
• Government actions, regulations, or sanctions
• Strikes, labor disputes, utility failures
• Cyber attacks, DDoS attacks, hacking (unless Be1B's gross negligence)
• Any events beyond Be1B's reasonable control

Client's Business and Operations:

• Client's business model or product offerings
• Client's customer disputes or complaints
• Client's compliance failures or violations
• Client's fraud or risk management failures
• Client's marketing or business practices
• Client's reputation or customer relationships
• Market conditions or competitive factors

Regulatory and Compliance:

• Changes in laws, regulations, or card network rules
• Regulatory investigations or enforcement actions (unless against Be1B specifically)
• Compliance costs or requirements
• Fines or penalties imposed by third parties

Data and Security (Payment Provider Level):

• Data breaches at Payment Provider level
• Payment data security at Payment Provider
• PCI DSS compliance (Client's responsibility)
• Customer data accuracy or completeness
• Data loss due to Client's actions or systems

12.7 Client Acknowledgment of Risk

Client expressly acknowledges and accepts that:

• Payment processing involves inherent risks including fraud, chargebacks, and financial losses
• Be1B cannot guarantee transaction success, approval rates, or processing times
• Be1B cannot guarantee Payment Provider performance or availability
• Client is solely responsible for assessing and managing payment processing risks
• Client bears all financial risk associated with their business operations
• Client should maintain appropriate insurance for business risks

12.8 Client Indemnification - Comprehensive

Client agrees to indemnify, defend, and hold harmless Be1B, its affiliates, parent companies, subsidiaries, officers, directors, shareholders, employees, agents, contractors, licensors, and Payment Providers from and against ANY AND ALL:

• Claims, demands, actions, suits, or proceedings
• Damages, losses, liabilities, costs, and expenses
• Attorneys' fees, expert fees, court costs, and settlement amounts
• Fines, penalties, and sanctions

Arising from or related to:

Client's Business Operations:

• Client's products, services, or business activities
• Client's customers, users, or end users
• Client's marketing, advertising, or representations
• Client's terms of service, policies, or practices
• Client's customer service or support

Client's Use of Services:

• Any use or misuse of Be1B platform
• Client's integration or technical implementation
• Client's systems, networks, or infrastructure
• Client's employees, contractors, or representatives

Legal and Compliance Violations:

• Breach of these terms or Payment Provider terms
• Violation of any applicable laws or regulations
• Violation of third-party rights (IP, privacy, etc.)
• Prohibited activities or restricted business types
• Money laundering, fraud, or illegal activities
• Data protection or privacy violations
• Consumer protection law violations

Payment and Transaction Issues:

• Chargebacks, refunds, or payment disputes
• Fraudulent, unauthorized, or suspicious transactions
• Customer complaints or disputes
• Failed deliveries or unmet obligations
• Billing errors or overcharges

Third-Party Claims:

• Claims by Client's customers or users
• Claims by Payment Providers
• Claims by card networks or issuing banks
• Claims by regulatory authorities
• Claims by any other third parties

Data and Security:

• Data breaches from Client's systems or negligence
• Client's failure to maintain PCI DSS compliance
• Unauthorized access due to Client's actions
• Client's data processing or handling

12.9 Indemnification Procedures

Process:

1. Be1B promptly notifies Client of claim (failure to notify does not waive indemnification unless Client materially prejudiced)
2. Client assumes full control and cost of defense at Client's expense
3. Client may NOT settle without Be1B's prior written consent
4. Be1B may participate in defense with own counsel at own expense
5. Client pays all costs, expenses, and settlements

No Limitation: Client's indemnification obligations are:

• Unlimited in amount (not subject to any cap)
• Unlimited in duration (survive termination indefinitely)
• Not subject to any exclusions or limitations
• Payable on demand

12.10 Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Be1B PROVIDES SERVICES "AS IS" and "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability
• Warranties of fitness for a particular purpose
• Warranties of title or non-infringement
• Warranties of accuracy, completeness, or reliability
• Warranties of availability or uptime (except as expressly stated in Section 6)
• Warranties regarding Payment Provider performance
• Warranties that services will be uninterrupted or error-free
• Warranties that defects will be corrected
• Any warranties arising from course of dealing or usage of trade

Be1B does NOT warrant or guarantee:

• Transaction success rates or approval rates
• Processing speeds or settlement times
• Freedom from bugs, errors, or defects
• Security of Client's systems or data
• Compatibility with Client's systems
• Suitability for Client's specific business needs
• Compliance with Client's regulatory requirements
• Payment Provider actions or performance

12.11 Limitation Period for Claims

SHORTENED CLAIM PERIOD:

ALL claims against Be1B must be brought within SIX (6) MONTHS from the earlier of:

• The date the claim accrued, OR
• The date Client knew or reasonably should have known of the facts giving rise to the claim

Claims not brought within 6 months are PERMANENTLY BARRED regardless of any statute of limitations that might otherwise apply.

This shortened limitation period applies to ALL claims of any nature, including contract, tort, statutory, or equitable claims.

12.12 Sole and Exclusive Remedy

Service credits under Section 6.5 are Client's SOLE AND EXCLUSIVE remedy for:

• Platform availability issues
• Performance degradations
• Service disruptions
• Any other service level failures

NO OTHER REMEDIES (including damages, refunds, termination rights, or specific performance) are available for service level issues.

12.13 Independent Allocations

Each limitation, exclusion, disclaimer, and indemnification in this Section 12 is:

• Independent and severable
• Intended to be enforced to maximum extent permitted by law
• If one provision is held unenforceable, others remain in full effect
• Supplementary to all other protections (cumulative, not alternative)

12.14 Client Waiver

BY ACCEPTING THESE TERMS, CLIENT EXPRESSLY WAIVES:

• Any claims against Be1B for Payment Provider actions or failures
• Any right to consequential or indirect damages
• Any claims exceeding the liability cap in Section 12.2
• Any claims not brought within 6 months per Section 12.11
• Any implied warranties per Section 12.10
• Any remedies beyond service credits for SLA failures

13. SUSPENSION AND TERMINATION

13.1 Immediate Suspension

Be1B may suspend services immediately without notice for:

• Suspected fraud or money laundering

• Breach of terms or Payment Provider terms

• Chargeback rate exceeds 1.5%

• Non-payment over 30 days

• Regulatory requirements

• Payment Provider instructions

• Prohibited activities

13.2 Suspension Process

Upon suspension:

• Transaction processing halted

• Settlements may be held/delayed

• Client notified within 24 hours (unless prohibited by law)

• Opportunity to resolve within 30 days

• If unresolved, converts to termination

13.3 Fund Holds

During suspension or termination:

• Rolling reserve of 10-30% may be established

• Settlements held 30-90 days

• Post-termination reserve: 90-180 days for late chargebacks

• Funds released minus realized liabilities

Deposit Usage: Client deposit balance may be used to cover:

• Outstanding transaction fees

• Chargeback fees and amounts

• Refund processing fees

• Service fees and penalties

• Rolling reserves

• Any other amounts owed to Be1B or Payment Provider

• Deposit balance is not interest-bearing

• Deposit may be held post-termination until all liabilities resolved

13.4 Voluntary Termination

• Either party may terminate with 60 days written notice

• Client may terminate within 30 days of material price increase or adverse change

• Be1B may terminate with 30 days notice if Payment Provider terminates merchant account

13.5 Effects of Termination

Upon termination:

• All processing ceases on effective date

• Outstanding fees immediately due

• Dashboard access: read-only for 90 days

• Data deleted after 90 days (subject to legal requirements)

• Client must remove Be1B branding within 5 days

• Chargeback liability continues for 180 days post-termination

13.6 Survival

These provisions survive termination:

• Payment obligations

• Liability and indemnification

• Intellectual property rights

• Confidentiality (2 years)

• Data protection (until deletion)

14. INTELLECTUAL PROPERTY

14.1 Be1B Ownership

Be1B retains all rights to:

• Platform, software, and APIs

• Documentation and technical materials

• Trademarks, logos, and branding

• All improvements and derivatives

14.2 License to Client

Be1B grants Client a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the platform for payment processing

• Integrate APIs into Client's systems

• Display Be1B payment buttons and badges

License restrictions:

• Internal business use only

• No sublicensing or resale

• No reverse engineering

• Terminates upon agreement termination

14.3 Client Data

Client retains ownership of:

• Business data and customer data

• Transaction data

• Client's trademarks and branding

Client grants Be1B limited license to process data solely for providing Services.

14.4 Trademark Usage

• Client may display "Powered by Be1B" per brand guidelines

• Be1B may use Client's name in customer lists (with approval for case studies)

• Neither party may imply endorsement beyond actual relationship

15. MODIFICATIONS

15.1 Service Updates

Be1B may update services for:

• New features or payment methods

• Security and compliance improvements

• Bug fixes and performance enhancements

• Regulatory requirements

15.2 Notification

• Minor updates: No prior notice required

• API changes: 90 days notice for breaking changes

• Material changes: 30 days notice

• Security requirements: 60 days notice

15.3 API Versioning

• Previous API versions supported for 12 months after new version release

• Deprecated features announced 12 months before removal

• Migration guides provided

15.4 Terms Amendments

Be1B may amend these terms with 30 days notice. Continued use constitutes acceptance. Client may terminate within 30 days if not accepting material adverse changes.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with Client-specific Pricing Annex, Data Processing Agreement, and Payment Provider terms constitute the entire agreement.

16.2 Governing Law

This agreement is governed by Estonian law. Exclusive jurisdiction: Courts of Tallinn, Estonia.

16.3 Dispute Resolution

Before litigation:

• Written notice describing dispute

• Senior representatives meet within 30 days

• Good faith negotiation for 30 days

• If unresolved, either party may litigate

16.4 Severability

Invalid provisions reformed or severed. Remaining provisions remain in effect.

16.5 Waiver

Failure to enforce does not constitute waiver. Waivers must be in writing.

16.6 Assignment

• Client may not assign without Be1B consent

• Change of control requires consent

• Be1B may assign to affiliates or successors

16.7 Force Majeure

Neither party liable for failure due to unforeseeable events beyond reasonable control (natural disasters, pandemics, war, government actions, etc.). If continues 60+ days, either party may terminate.

16.8 Notices

• Must be in writing in English

• Email to registered addresses

• To Be1B: [email protected] 

• To Client: Account registered email

• Deemed received 24 hours after sending

16.9 Independent Contractors

Parties are independent contractors. No partnership, agency, or employment relationship created.

16.10 Electronic Signatures

Electronic signatures have same legal effect as handwritten signatures.

17. ACKNOWLEDGMENT

By signing, creating an account, or using Services, Client acknowledges:

• Read and understood these terms

• Authority to bind their organization

• Provided accurate business information

• Will comply with all applicable laws (PCI DSS, GDPR, AML/CFT)

• Will comply with Payment Provider terms

• Accepts fees and liability limitations

• Understands Be1B is a platform, not a payment institution

• Understands services depend on Payment Providers

• Accepts payment processing risks

CRITICAL ACKNOWLEDGMENTS REGARDING PAYMENT PROVIDER:

The Client specifically acknowledges, understands, and agrees that:

• Provider Disclosure After KYB: The identity of the specific Payment Provider(s) processing Client's transactions will be disclosed to Client only after successful completion of the Know Your Business (KYB) verification process by the regulated Payment Provider.

• Payment Provider is Ultimate Service Provider: The Payment Provider (whose name is disclosed after KYB approval) is the ultimate provider of all payment processing services, including transaction processing, settlements, fund transfers, chargebacks, and refunds.

• Be1B's Limited Role: Be1B acts solely as a technology platform and intermediary. Be1B does not process payments, hold funds, or have control over payment decisions, settlements, or disputes.

• Direct Relationship with Payment Provider: Upon KYB approval and provider disclosure, the Client has a direct contractual and operational relationship with the Payment Provider for all payment processing matters.

• Claims Against Payment Provider: Any and all disputes, claims, conflicts, or issues related to:

• Payment processing

• Chargebacks

• Refunds

• Settlements

• Fund holds or reserves

• Transaction declines or errors

• Compliance or regulatory matters

• Any payment-related financial matters

• MUST be directed to and resolved with the Payment Provider, not Be1B.

• Payment Provider Terms Apply: Client is bound by and must comply with the Payment Provider's terms and conditions, policies, and procedures, which govern all payment processing matters.

• Be1B Not Liable for Provider Actions: Be1B is not responsible or liable for any actions, decisions, errors, delays, or omissions of the Payment Provider or for any disputes between Client and Payment Provider.

• Be1B Facilitation Only: Be1B will reasonably facilitate communication and provide technical tools but has no authority to modify, reverse, or override Payment Provider decisions.

By accepting these terms, the Client waives any claims against Be1B for matters that are the responsibility of the Payment Provider and agrees to pursue such claims directly with the Payment Provider whose identity has been disclosed.

CONTACT INFORMATION

Technical Support: [email protected]
General Inquiries: [email protected]

Website: www.be1b.com

Business Hours: Monday-Friday, 09:00-18:00 CET/CEST

IMPORTANT NOTICES

Not a Payment Institution: Be1B is a technology platform. Payment processing performed by licensed Payment Providers.

Third-Party Dependencies: Services depend on Payment Providers. Be1B not liable for provider actions or failures.

Pricing: Complete fees at https://be1b.com/hub/ or in Client-specific Pricing Annex.

Version 1.0 | Effective 1st October 2025
© BeOneB OÜ. All rights reserved.

These Terms and Conditions constitute a legally binding agreement. Clients should review carefully and consult legal, financial, and technical advisors before accepting.