Home-Terms and Conditions for Merchants

Effective Date: March 1, 2025
Last Updated: March 1, 2025

These Terms and Conditions ("Agreement") govern the use of the Smart Processing Solution platform and services("Services") provided by First Financial Clearing Universal Technologies LLC, a company registeredin St. Vincent and the Grenadines, operating under the brand Smart ProcessingSolution.

By submitting a merchant application or using our Services, you agree to be legally bound by this Agreement. If youdo not agree, you may not access or use our Services.

1. Eligibility

You must be a legally registered business and provide accurate, truthful, and up-to-date information duringonboarding. We reserve the right to accept or reject any merchant application at our sole discretion.

2. Services Provided

Smart Processing Solution offers the following services to approved merchants:

  • Credit/debit card acquiring

  • Transaction monitoring and reporting

  • Chargeback assistance

  • Risk, fraud, and compliance tools

These services are available only to merchants in approved industries and jurisdictions.

3. Merchant Responsibilities

You agree to:

  • Use the Services only for legal, disclosed, and approved business activities;

  • Remain fully compliant with all applicable laws, card scheme rules, and network policies;

  • Provide accurate descriptions of your business, products, and services;

  • Promptly notify us of any changes in ownership, control, business model, website, or anticipated processing volume.

4. Prohibited Activities

You may not use our Services to engage in:

  • Illegal, fraudulent, deceptive, or misleading conduct;

  • Transactions that violate applicable sanctions or export control laws;

  • Unapproved financial services or products;

  • Activities involving unlicensed pharmaceuticals, adult content, gambling, or other prohibited verticals (list available upon request).

Violation may result in immediate termination and legal action.

5. Fees and Settlements

Fees, reserves, rolling reserves, settlement timelines, and payout terms will be agreed in your Merchant Agreement.You authorize us to withhold or delay settlement if necessary to manage risk, comply with applicable laws, orrespond to third-party actions.

6. Chargebacks and Disputes

You are solely responsible for any chargebacks, retrieval requests, fines, or penalties related to yourtransactions. Excessive chargebacks or fraud may result in:

  • Increased reserves

  • Delayed settlements

  • Termination of the Agreement

  • Additional investigation or compliance requests

7. Risk, Audit & Compliance

We may request updated documentation at any time. You agree to:

  • Cooperate fully with any audit or compliance review;

  • Implement fraud-prevention practices as instructed;

  • Remain PCI DSS compliant at all times;

  • Not engage in practices that could damage card scheme integrity.

Failure to comply may lead to suspension or termination of your account.

8. Data Security

You are responsible for implementing appropriate data security measures, including those required by PCI DSS orequivalent standards. You must immediately report any data breach, compromise, or suspected fraud.

9. Termination

Either party may terminate this Agreement with thirty (30) days’ written notice.

We reserve the right to suspend or terminate your access immediately if:

  • You breach this Agreement or applicable law;

  • Fraud, excessive chargebacks, or prohibited activity is detected;

  • A financial institution, processor, bank, or card network requires us to do so;

  • We determine your continued processing presents a legal, regulatory, or reputational risk.

In such cases, we will make commercially reasonable efforts to assist in identifying an alternative provider orsolution. However, Smart Processing Solution shall not be liable for any resulting losses, damages, ordisruptions caused by third-party decisions or regulatory constraints.

10. Limitation of Liability

To the fullest extent permitted by law, Smart Processing Solution and its affiliates shall not be liable for anyindirect, incidental, special, punitive, or consequential damages, including lost profits, data, or businessopportunities.

Our total liability shall not exceed the total fees received from you in the 30 days preceding theevent giving rise to the claim.

We are not responsible for:

  • Chargebacks or fraudulent transactions;

  • Delays or interruptions caused by banks, networks, or third-party providers;

  • Losses resulting from regulatory intervention, market disruption, or force majeure.

11. Merchant Indemnification

You agree to indemnify, defend, and hold harmless Smart Processing Solution, its affiliates, and its officers,agents, and employees from any and all claims, losses, damages, fines, or liabilities (including legal fees) arisingfrom:

  • Your breach of this Agreement;

  • Any product or service you sell;

  • Any false or misleading statements or omissions;

  • Any violation of law, regulation, or third-party rights;

  • Any fines or penalties imposed due to your conduct.

12. Force Majeure

We shall not be liable for failure or delay in performance due to events beyond our reasonable control, includingbut not limited to: acts of God, terrorism, war, riots, embargoes, pandemics, labor disputes, failures oftelecommunications or internet infrastructure, or regulatory restrictions. In such cases, obligations will besuspended to the extent affected.

13. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of St. Vincent and the Grenadines. Any dispute shallbe subject to the exclusive jurisdiction of the courts located in Kingstown, St. Vincent and theGrenadines.

14. Amendments

We may update these Terms and Conditions at any time by posting a revised version on our website. Continued use ofthe Services constitutes your acceptance of any updated terms.