Contrat marchand

Between the undersigned

1. The Merchant

[…], a […] with share capital of […], registered under number […] with […], having its registered office at […], […], VAT number […], represented by […], acting as […], duly authorised to bind it,

hereinafter the “Merchant”,

2. Nexora

The Nexora group, publisher and operator of the StixFlow platform, made up of the following companies:

Entity	Registration	Registered office
NEXORA SASU	No. 102 944 022, RCS Bernay, VAT FR83 102944022	195 rue Pierre et Marie Curie, 27310 Bourg-Achard, France
Nexora Financial Technologies, LLC	No. 10766474, State of Delaware	Registered in the State of Delaware, United States of America
Nexora Financial Technologies Limited	No. 798701, Ireland	Venture Hub, 136 Capel Street, Dublin, D01 T2C9, Ireland

each a “Nexora Entity”, acting through the Contracting Entity designated in the Special Terms (Schedule 1), represented by the signatory identified in the signature certificate, acting as authorised signatory,

hereinafter together “Nexora”.

The Merchant and Nexora are each a “Party” and together the “Parties”.

Recitals

1. Nexora operates StixFlow, an online commerce software platform that includes payment pages, a sales funnel builder (Funnels), a fraud prevention tool (Shield), subscription management and an API.
2. Payment transactions made through the Platform are executed by one or more licensed payment service providers that partner with Nexora.
3. The Merchant has opened an account on the Platform, has used the test environment and has passed business verification with a view to going live.
4. Production API keys are issued only once this Agreement has been signed by both Parties.

The Parties agree as follows.

Article 1. Definitions

Term	Meaning
Production API Keys	Secret credentials allowing the Merchant to use the Services in live conditions.
End Customer	Any person who buys goods or services from the Merchant through the Platform.
Merchant Account	The Merchant’s account on the Platform, including the associated payment account opened with the Payment Service Provider.
Special Terms	Schedule 1, which sets the parameters specific to the Merchant.
Dispute	Any dispute, chargeback, retrieval request, reversal or rejection of a Transaction initiated by an End Customer, an issuer, a Network or the Payment Service Provider.
Contracting Entity	The Nexora Entity designated in the Special Terms as the Merchant’s contracting party.
Platform Fees	The fees owed to Nexora for the Services: subscription, per-Transaction commission and ancillary fees set out in the Special Terms.
Platform	The StixFlow software, its interfaces, API, documentation and tools.
Payment Service Provider or PSP	Any licensed institution, identified in Schedule 2, that executes payment transactions and holds funds.
Networks	Card networks and payment schemes (including Visa, Mastercard and Cartes Bancaires) and their rules.
Refund	Any full or partial return of a Transaction to an End Customer.
Reserve	Amounts withheld or blocked as security for the Merchant’s obligations under Article 9.
Services	All services provided by Nexora through the Platform.
Negative Balance	Any debit balance on the Merchant Account, whatever its cause.
Transaction	Any payment transaction initiated through the Platform on the Merchant’s behalf.

Article 2. Purpose and contractual documents

2.1 This Agreement sets the terms on which Nexora provides the Services to the Merchant in the production environment.

2.2 The Agreement consists of, in decreasing order of priority: (a) the Special Terms, (b) this document, (c) the other Schedules, (d) the Terms of Use and the list of prohibited or restricted businesses published on stixflow.com, (e) the technical documentation.

2.3 The Agreement is entered into between businesses. The Merchant declares that it acts solely for the purposes of its business activity.

Article 3. Nexora Entities and roles

3.1 Nexora Entities. The Agreement is entered into by the Contracting Entity, in its own name and on behalf of the other Nexora Entities. The Merchant acknowledges and agrees that:

• the Agreement may be signed, administered, performed and invoiced by any Nexora Entity;
• each Nexora Entity may exercise Nexora’s rights under the Agreement, including recovering any amount due, and benefits from it as a third-party beneficiary;
• any payment made to one Nexora Entity discharges the Merchant towards the others;
• the Contracting Entity remains the Merchant’s point of contact for notices, unless Nexora states otherwise in writing.

3.2 Nexora’s role. Nexora is a technical service provider. Nexora is not a credit, payment or electronic money institution, does not provide payment services and at no time holds funds belonging to the Merchant or End Customers.

3.3 The PSP’s role. Payment services are provided directly to the Merchant by the PSP, on the PSP’s own terms, which the Merchant accepts by signing the Agreement (Schedule 2). The Merchant authorises Nexora to act on its Merchant Account with the PSP to the extent needed for the Services: creating Transactions, Refunds, collecting Platform Fees, setting up Reserves, debits, suspending payouts, handling Disputes and transmitting its data.

3.4 Not a seller. Nexora is not a seller, reseller or agent of the Merchant towards End Customers, and is not a party to any sale between the Merchant and an End Customer.

3.5 Third-party decisions. The PSP, the Networks and banks may refuse, suspend, limit or close the Merchant Account or a Transaction, or withhold funds, under their own rules. Nexora is not liable for those decisions.

Article 4. Production activation

4.1 Production API Keys are issued only once all of the following conditions are met:

1. the Merchant’s business verification (KYB) has been approved by the PSP for the production environment;
2. the Merchant has signed the Agreement under the procedure in Article 20;
3. Nexora has countersigned the Agreement;
4. no ground for suspension under Article 9.4 exists.

4.2 Nexora remains free to refuse activation, without giving reasons, until it has countersigned the Agreement.

4.3 The Merchant warrants that the information provided during verification is accurate, complete and up to date. It notifies Nexora within five (5) business days of any change to its legal form, directors, beneficial owners, business, products, websites, bank details or financial position.

4.4 Nexora and the PSP may at any time request further information or supporting documents. The Merchant provides them within the stated time.

Article 5. Merchant obligations

5.1 Account management. The Merchant is solely responsible for the proper management of its Merchant Account and for all activity on it, including by its employees, contractors or anyone using its credentials. In particular, the Merchant must:

• monitor its Transactions, Refunds, Disputes and balances daily;
• maintain at all times a balance sufficient to cover Refunds, Disputes, fees and Reserves;
• respond to Disputes and to requests from Nexora or the PSP on time;
• keep its Dispute and fraud rates below the thresholds in the Special Terms.

5.2 API keys and credentials. The Merchant keeps its Production API Keys and credentials confidential and secure. Any operation carried out with its keys is deemed made by the Merchant. It informs Nexora without delay of any compromise and rotates the affected keys.

5.3 Relationship with End Customers. The Merchant is solely responsible for its products and services, their compliance, their delivery, its customer service and its legal obligations to End Customers. It undertakes to:

• clearly display its identity, prices, terms of sale, refund and withdrawal policy, and contact details;
• use a statement descriptor that lets the End Customer identify it;
• obtain express, documented consent for any subscription, automatic renewal, paid trial or add-on offer, and allow simple cancellation;
• deliver within the announced times and keep proof of delivery or performance;
• handle End Customer complaints within a reasonable time.

5.4 Compliance. The Merchant complies with the laws applicable to its business, Network rules, the PSP’s terms, and the rules on anti-money laundering, consumer protection, data protection and international sanctions.

5.5 Taxes. The Merchant is solely responsible for determining, collecting, reporting and paying the taxes relating to its sales.

5.6 Record keeping. The Merchant keeps the supporting records for each Transaction (order, consent, delivery, exchanges with the End Customer) for five (5) years and provides them to Nexora on request within five (5) business days.

Article 6. Prohibited activities and practices

6.1 The Merchant uses the Services only for the business, products and websites declared and approved during verification. Any new business, product or website requires Nexora’s prior written consent.

6.2 The following are prohibited:

• any activity on Nexora’s or the PSP’s list of prohibited businesses, or any restricted activity carried on without prior written approval;
• processing Transactions on behalf of a third party, or for a business other than the one declared;
• artificially spreading volume across several accounts, and opening several accounts without Nexora’s consent;
• fictitious Transactions, Transactions on the Merchant’s own payment methods, and any cash advance;
• misleading commercial practices, including hidden subscriptions and renewals without consent;
• splitting a payment to get around a control or limit;
• discouraging an End Customer from exercising their rights, or surcharging for a payment method where the law forbids it;
• any attempt to bypass the Platform’s fraud, verification or security controls.

6.3 Any breach of this Article is a serious breach permitting immediate suspension and termination of the Agreement without notice.

Article 7. Platform Fees

7.1 In return for the Services, the Merchant pays the Platform Fees set in the Special Terms. They are in addition to the fees of the PSP, the Networks and banks, which remain payable by the Merchant.

7.2 The per-Transaction commission is due as soon as the Transaction is authorised. The Merchant authorises Nexora to collect it automatically from each Transaction or, failing that, from the Merchant Account, the Reserve or any payment method on file.

7.3 Non-refundable fees. Platform Fees pay for a service fully rendered when the Transaction is processed: access to the Platform, routing, fraud screening, hosting and support. They are definitively earned by Nexora and are never refunded, credited or reduced, in whole or in part, including in the event of:

• a full or partial Refund, whatever its cause;
• a Dispute, whether or not the Merchant wins it;
• an order cancellation, return, commercial dispute or fraud;
• suspension, limitation or closure of the Merchant Account;
• termination of the Agreement, whatever its cause;
• non-use of the Services during a subscription period that has started.

7.4 PSP and Network fees relating to a refunded or disputed Transaction are likewise not returned, unless the PSP decides otherwise.

7.5 Platform Fees are exclusive of taxes. Invoices are issued by the Nexora Entity designated by Nexora and made available in the Merchant Account.

7.6 Any amount unpaid when due automatically bears interest at three (3) times the French legal interest rate and gives rise to a fixed recovery charge of forty (40) euros, without prejudice to further compensation on proof of costs.

7.7 Nexora may change the Platform Fees under Article 21.

Article 8. Refunds, Disputes and Negative Balances

8.1 Full Merchant liability. The Merchant alone bears, in full and without limit as to amount or time, including after the Agreement ends:

• the amount of any Refund;
• the amount of any Dispute, whether or not the Transaction was authorised, authenticated or screened by Nexora’s tools;
• Dispute, handling and arbitration fees;
• fines, penalties and monitoring programme fees imposed by a Network, the PSP or a bank because of its activity;
• any Negative Balance.

8.2 Refunds. The Merchant issues Refunds only through the Platform and to the original payment method. It first checks that its available balance allows it. Nexora may issue a Refund in the Merchant’s name where an End Customer, the PSP or a Network legitimately requests it, or to prevent a Dispute.

8.3 Disputes. The Merchant is solely responsible for responding to Disputes and providing evidence within Network deadlines. Nexora may assist without any obligation as to the outcome. The outcome of a Dispute is decided solely by issuers and Networks. The Merchant must not re-bill a disputed Transaction by any means without the End Customer’s written consent.

8.4 Debit authorisation. The Merchant irrevocably authorises Nexora and the PSP to debit any amount referred to in Article 8.1, in the order Nexora chooses, from: (a) the Merchant Account balance, (b) future Transactions, (c) the Reserve, (d) the Merchant’s payout bank account, (e) any other account of the Merchant or its affiliates on the Platform.

8.5 Negative Balance. Any Negative Balance is a debt of the Merchant that is certain, liquidated and due. If it is not settled within three (3) business days of notice, it bears interest at the rate in Article 7.6 and Nexora may pursue recovery by any means, at the Merchant’s expense.

8.6 Subrogation. If Nexora bears, on any basis, an amount referred to in Article 8.1, in particular because the PSP charges it to Nexora, the Merchant reimburses it on first demand. Nexora is subrogated to the PSP’s rights up to the amounts so borne.

8.7 Thresholds. Where the Merchant’s Dispute or fraud rate exceeds the warning threshold in the Special Terms, the Merchant submits a remediation plan within five (5) business days. Above the critical threshold, Nexora may apply the measures in Article 9 without notice.

Article 9. Settlement, Reserve, set-off and suspension

9.1 Reserve. To secure the Merchant’s obligations, Nexora may ask the PSP to set up a Reserve on the Merchant Account, within the limits the PSP allows. The initial Reserve, its rate and its duration are set in the Special Terms. Nexora may create, increase or extend it at any time based on risk, including where Disputes or Refunds rise, volumes vary unusually, delivery times are long, the Merchant’s financial position worsens or the Agreement is breached. Nexora informs the Merchant.

9.2 Settlement. Funds from a Transaction become available for payout to the Merchant seven (7) calendar days after the Transaction date (the “Settlement Period”), plus the PSP’s and banks’ own processing times.

• During the Settlement Period, funds are held by the PSP, bear no interest and may be applied to Refunds, Disputes, fees and Reserves.
• Nexora may revise the Settlement Period, upwards or downwards, based on the activity of the Merchant Account: account age, volumes, Dispute and Refund rates, delivery times and risk profile.
• Any reduction of the Settlement Period is subject to the PSP’s acceptance. It is not a right of the Merchant and may be withdrawn at any time.
• Nexora informs the Merchant of any change. An extension based on risk takes effect immediately, including for Transactions already made and not yet paid out.
• The Settlement Period is separate from, and in addition to, the Reserve.
• Nexora is not liable for payout delays attributable to the PSP, banks or non-business days.

9.3 Set-off. Nexora may automatically set off any amount owed by the Merchant or its affiliates to a Nexora Entity against any amount due to the Merchant, even if the debts are not yet due or are not of the same nature.

9.4 Suspension. Nexora may, without notice or compensation, suspend all or part of the Services, deactivate the Production API Keys, block a Transaction or request that payouts be suspended where:

• it reasonably suspects fraud, a prohibited activity, impersonation or a risk to End Customers;
• the Dispute or fraud thresholds are exceeded;
• the Merchant Account shows a Negative Balance or unpaid amounts;
• the Merchant fails to provide requested information or documents;
• the PSP, a Network, a bank or an authority so requests;
• the Merchant breaches any of its obligations;
• the Merchant’s business verification is withdrawn, expired or called into question.

9.5 Effects. Platform Fees remain due during suspension. Suspension does not limit Nexora’s right to terminate the Agreement.

9.6 End of the Agreement. When the Agreement ends, the Reserve and balances may be withheld for up to one hundred and eighty (180) days after the last Transaction, or longer if Disputes, fines or investigations are pending or reasonably foreseeable.

9.7 Additional security. Where the Special Terms so provide, going live is conditional on the Merchant providing security (deposit, bank guarantee, or a director’s personal guarantee made by separate deed).

Article 10. Fraud prevention (Shield)

10.1 Nexora makes Shield available to the Merchant, a tool that helps detect and prevent fraud (risk score, rules, block lists, strong authentication). The Merchant configures and monitors Shield under its sole responsibility.

10.2 Shield is a decision-support tool provided on a reasonable-efforts basis. Nexora does not guarantee that all fraud will be detected, that no Dispute will arise or that no legitimate Transaction will be blocked. Use of Shield does not transfer to Nexora any liability for Disputes or fraud.

10.3 Nexora may require the Merchant to apply minimum rules or controls (for example strong authentication or limits) and may block any Transaction it considers risky.

10.4 The Merchant agrees that its Transaction data may be used by Nexora to detect and prevent fraud across the Platform.

Article 11. Personal data

11.1 Each Party complies with applicable data protection law, including Regulation (EU) 2016/679 (GDPR).

11.2 Nexora acts as controller for the data of the Merchant, its representatives and beneficial owners, for Merchant Account management, verification, invoicing, security, fraud prevention and compliance with its legal obligations.

11.3 Nexora acts as the Merchant’s processor for End Customer data processed through the Platform on the Merchant’s behalf, on the terms of Schedule 4.

11.4 The Merchant informs End Customers of the processing of their data and has a legal basis for each processing activity. It authorises Nexora to transmit the necessary data to the PSP, the Networks and the other Nexora Entities, including outside the European Economic Area subject to appropriate safeguards.

Article 12. Security

12.1 The Merchant maintains PCI DSS compliance at the level applicable to its integration and provides evidence on request. It does not collect, store or transmit card data outside the components provided by the Platform.

12.2 The Merchant secures its systems, websites and access, and notifies Nexora within twenty-four (24) hours of any security incident likely to affect the Services, the Production API Keys or payment data.

12.3 The Merchant bears the consequences of any security incident attributable to it, including investigation costs and Network penalties.

Article 13. Intellectual property

13.1 Nexora remains the sole owner of all rights in the Platform. It grants the Merchant, for the term of the Agreement, a personal, non-exclusive, non-assignable and non-transferable right to use it, limited to the Merchant’s own needs.

13.2 The Merchant must not copy, modify, decompile or resell all or part of the Platform, or use it to develop a competing service.

13.3 The Merchant remains the owner of its content and trademarks. It grants Nexora the right to use them to provide the Services. Nexora may cite the Merchant’s name and logo as a reference unless the Merchant objects in writing.

Article 14. Confidentiality

Each Party keeps confidential the non-public information received from the other and uses it only to perform the Agreement, during its term and for five (5) years afterwards. This obligation does not apply to disclosures to the PSP, the Networks, the Nexora Entities, advisers bound by secrecy or competent authorities.

Article 15. Audit and cooperation

15.1 Nexora may at any time verify the Merchant’s compliance with the Agreement: checks of its websites and sales flows, test purchases, requests for financial documents, supplier invoices or proof of delivery.

15.2 The Merchant cooperates in good faith with any investigation by Nexora, the PSP, a Network or an authority.

15.3 The Merchant is informed that, on termination for fraud, breach of thresholds or violation of Network rules, its identity and that of its directors may be listed by the PSP or the acquirer in the terminated-merchant files kept by the Networks.

Article 16. Warranties and Nexora’s liability

16.1 Nexora provides the Services with due care, on a reasonable-efforts basis. The Services are provided as is. Nexora does not guarantee continuous availability, a payment acceptance rate, or any level of revenue or conversion.

16.2 Nexora is not liable for: the acts, omissions, decisions or failures of the PSP, the Networks, banks or any third party; funds withheld, frozen or returned by those third parties; Disputes, Refunds and fraud; the Merchant’s configuration of the Services; use of the Production API Keys.

16.3 Nexora is not liable for indirect loss, including loss of revenue, profit, customers, data or reputation.

16.4 The total liability of Nexora and all Nexora Entities, on all grounds combined, is limited per contract year to the Platform Fees actually paid by the Merchant in the twelve (12) months before the event giving rise to the claim.

16.5 These limits do not apply in the event of gross negligence or wilful misconduct by Nexora, or where the law forbids them.

16.6 Any claim against Nexora is time-barred one (1) year after the event giving rise to it.

Article 17. Indemnification by the Merchant

The Merchant indemnifies each Nexora Entity, its directors and employees, on first demand, against any claim, loss, fine, penalty, judgment and cost (including reasonable legal fees) arising from:

• its products, services, websites, advertising and commercial practices;
• any Transaction, Dispute, Refund, fraud or Negative Balance linked to its Merchant Account;
• a breach of the Agreement, the law, Network rules or the PSP’s terms;
• any claim by an End Customer or an authority;
• any inaccuracy in information provided during verification;
• use of its Production API Keys or credentials.

Article 18. Term and termination

18.1 The Agreement takes effect on the date of the last signature and runs for an indefinite term.

18.2 Either Party may terminate it at any time on thirty (30) days’ written notice.

18.3 Nexora may terminate it automatically, without notice or compensation, by simple notification, in the event of: breach of Article 6; fraud or serious suspicion of fraud; exceeding the critical threshold; a Negative Balance not settled within the time in Article 8.5; false or misleading information; withdrawal of verification, or closure or restriction of the Merchant Account by the PSP; a request from a Network, a bank or an authority; insolvency proceedings, within the limits permitted by law; any other breach not remedied within ten (10) days of formal notice.

18.4 The Merchant may terminate automatically in the event of a serious breach by Nexora not remedied within thirty (30) days of formal notice.

Article 19. Effects of the end of the Agreement

19.1 On the effective date of termination, the Production API Keys are deactivated and the Merchant stops using the Services.

19.2 All amounts owed to Nexora become immediately due. Platform Fees paid or accrued remain earned, including the subscription for the current period.

19.3 The Merchant remains liable for all Refunds, Disputes, fines and Negative Balances relating to earlier Transactions, whenever they arise. Article 9.6 applies.

19.4 Articles 7, 8, 9, 11, 14, 15.3, 16, 17, 19, 20 and 24 survive the end of the Agreement.

Article 20. Electronic signature and evidence agreement

20.1 Process. The Agreement is signed electronically using the Platform’s signature process, which comprises:

1. authentication of the signatory on its Merchant Account;
2. display of the full Agreement and its Schedules, downloadable before signing;
3. entry by the signatory of their last name, first name and title, and a declaration that they have authority to bind the Merchant;
4. a one-time code sent to the signatory’s verified email address, and its entry to validate the signature;
5. calculation of the digital fingerprint (SHA-256) of the signed document and its timestamping;
6. countersignature by Nexora using the same process;
7. delivery to each Party of a copy of the signed Agreement and its signature certificate, on a durable medium.

20.2 Consent. Each Party consents to entering into the Agreement electronically and to receiving electronically all related notices and documents.

20.3 Effect. The Parties acknowledge that a signature so applied identifies its author, expresses their consent and has between them the same effect as a handwritten signature, in accordance with Articles 1366 and 1367 of the French Civil Code and Article 25 of Regulation (EU) No 910/2014 (eIDAS), and with the equivalent laws applicable in the Merchant’s country.

20.4 Evidence agreement. In accordance with Article 1356 of the French Civil Code, the Parties agree that the following are evidence between them, until proven otherwise: the evidence file described in Schedule 3, the Platform’s event logs, digital fingerprints, timestamps, emails exchanged and Transaction records kept by Nexora or the PSP.

20.5 Waiver. Each Party waives any challenge to the validity or evidential value of the Agreement on the sole ground that it was signed electronically. The Merchant warrants that the email address used is under the signatory’s exclusive control.

20.6 Retention. Nexora keeps the signed Agreement and its evidence file for its whole term and for ten (10) years afterwards. The Merchant may obtain a copy at any time from its Merchant Account or on request.

Article 21. Changes to the Agreement

21.1 Nexora may change the Agreement, including the Platform Fees, by notifying the Merchant by email at least thirty (30) days before the change takes effect. A Merchant that refuses the change may terminate the Agreement at no cost before that date. Continued use of the Services after that date is acceptance.

21.2 This period does not apply to changes required by law, the PSP, a Network or an authority, or to measures under Article 9, which take effect immediately.

Article 22. Assignment and subcontracting

22.1 The Merchant may not assign the Agreement or any of its rights without Nexora’s prior written consent. Any change of control of the Merchant is notified to Nexora in advance.

22.2 Nexora may freely assign or transfer the Agreement, or any claim arising from it, to another Nexora Entity or any successor, by simple notice. The Merchant consents in advance and releases the assignor for the future.

22.3 Nexora may use subcontractors and the other Nexora Entities to perform the Agreement.

Article 23. Miscellaneous

23.1 Notices. Notices are validly given by email to the Merchant Account address and, for Nexora, to [email protected]. They are deemed received on the business day after sending.

23.2 Force majeure. Neither Party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. The Merchant’s payment obligations are not suspended.

23.3 Independence. The Parties are independent. The Agreement creates no partnership, agency or employment relationship.

23.4 Entire agreement. The Agreement is the Parties’ entire agreement on its subject and replaces any earlier agreement. The Merchant’s purchasing terms do not apply.

23.5 Severability. If a clause is held void or unenforceable, the others remain in force and the Parties replace it with a valid clause of equivalent effect.

23.6 No waiver. Failure to exercise a right is not a waiver of it.

23.7 Language. The version of the Agreement signed by the Merchant is binding. Where the Merchant signs both a French and an English version, the English version prevails.

Article 24. Governing law and jurisdiction

24.1 The Agreement is governed by French law, whatever the Merchant’s country and whichever Nexora Entity performs it.

24.2 The Parties try to resolve any disagreement amicably for thirty (30) days from its notification.

24.3 Failing that, any dispute about the formation, validity, interpretation, performance or end of the Agreement falls within the exclusive jurisdiction of the Commercial Court of Évreux (Tribunal de commerce d’Évreux, France), including for interim relief, multiple defendants or third-party claims. Nexora keeps the option of bringing recovery proceedings before the courts of the Merchant’s registered office.

Signatures

Signed electronically under the procedure in Article 20. The attached signature certificate forms part of the Agreement. Signatory identity, timestamps, email addresses and signature IDs are recorded in that certificate and in Schedule 3, so that the SHA-256 fingerprint of this document remains stable from the moment it is issued.

	For the Merchant	For Nexora
Company	[…]	[…], acting in its own name and on behalf of the Nexora Entities
Signatory	Recorded in the signature certificate after electronic signature (Article 20)

Schedule 1. Special Terms

Parameter	Value
Contracting Entity	[…]
Approved business	[…]
Approved websites and products	[…]
Countries of sale	[…]
Plan	[…]
Monthly subscription	[…]
Per-Transaction commission	[…]
Fee per Dispute	[…]
Fee per Refund	[…]
Settlement Period	7 calendar days after the Transaction, revisable under Article 9.2
Initial Reserve	[…]
Monthly volume cap	[…]
Maximum amount per Transaction	[…]
Warning threshold (Disputes and fraud)	[…]
Critical threshold (Disputes and fraud)	[…]
Maximum Refund rate	[…]
Additional security	[…]

Schedule 2. Payment Service Provider

Designated PSP: Stripe (Stripe entity applicable to the Merchant’s country). Additional PSPs may be designated by Nexora in writing for this Merchant.

Payment processing services for merchants on StixFlow are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By signing the Agreement, the Merchant agrees to be bound by the Stripe Services Agreement, as modified by Stripe from time to time. As a condition of StixFlow enabling payment processing services through Stripe, the Merchant agrees to provide StixFlow with accurate and complete information about itself and its business, and authorises StixFlow to share that information and the Transaction data related to its use of the payment processing services.

The Merchant acknowledges that Stripe has a direct contractual relationship with it and is not responsible for the fees charged by Nexora.

Schedule 3. Electronic signature evidence file

For each signatory, Nexora records and keeps:

Item	Content
Document	Version of the Agreement, SHA-256 fingerprint of the file displayed and of the file signed
Signatory	Last name, first name, declared title, Merchant Account ID, verified email address
Authentication	Date and time of login, method used
One-time code	Date and time sent, destination address, date and time validated, number of attempts, validity period
Consent	Boxes ticked and exact wording of the declarations accepted
Technical context	IP address, browser user agent, estimated country
Timestamping	UTC date and time of each step, time source used
Integrity	Sealing of the file (fingerprint of the whole) and tamper-evident log
Delivery	Date and time the signed copy was sent to each Party

Schedule 4. Processing of End Customer data

This Schedule applies where Nexora processes End Customer personal data on behalf of the Merchant as processor (Article 11.3), under Article 28 GDPR.

4.1 Subject-matter and duration. Processing is limited to providing the Services (payment pages, API, Funnels, Shield, subscriptions, support) for the term of the Agreement and the retention periods in Articles 5.6, 19 and 20.6.

4.2 Nature and purpose. Hosting, transmission, display, logging, fraud screening, Dispute handling and support, and transmission to the PSP, Networks and other Nexora Entities as needed to perform the Agreement.

4.3 Categories of data. Identification and contact data, order and Transaction data, technical identifiers (IP address, device, logs), and data the Merchant chooses to collect through the Platform. Special categories of data are not intended to be processed; the Merchant must not submit them unless strictly necessary and lawful.

4.4 Data subjects. End Customers and, where applicable, users of the Merchant’s websites.

4.5 Merchant instructions. Nexora processes End Customer data only on documented instructions from the Merchant, which consist of this Agreement, configuration of the Merchant Account, and API or dashboard actions. Nexora informs the Merchant if an instruction appears to infringe GDPR.

4.6 Confidentiality and security. Persons authorised to process the data are bound by confidentiality. Security measures include access control, encryption in transit, logging, and the obligations in Article 12. The Merchant remains responsible for PCI DSS at the level of its integration.

4.7 Sub-processors. The Merchant authorises: (a) the PSP in Schedule 2; (b) the other Nexora Entities; (c) hosting, email and infrastructure providers used to operate the Platform. Nexora remains responsible for sub-processors. A change of PSP is notified under Article 21 where reasonably possible.

4.8 International transfers. Transfers outside the EEA, including to a Nexora Entity or the PSP in a third country, are made with appropriate safeguards (including standard contractual clauses where required).

4.9 Assistance. Nexora assists the Merchant, taking into account the nature of processing, with data-subject requests, security incidents affecting End Customer data, and DPIAs, to a reasonable extent. The Merchant remains the contact for End Customer requests relating to data processed on its behalf.

4.10 Deletion or return. After the end of the Services and applicable retention, Nexora deletes or anonymises End Customer data processed as processor, except where Union or Member State law requires storage, or where Nexora acts as controller under Article 11.2.

4.11 Audits. Article 15 applies. The Merchant may request information reasonably necessary to demonstrate compliance with this Schedule, not more than once per year except after a confirmed security incident.