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Payzium Honest Rate Promise (United States)

Version 1.2

Issuer and sole obligor: Payzium Corp, a Delaware corporation ("Payzium").

Entity scope. This instrument is issued solely by Payzium Corp for merchants enrolled in the United States Payzium program. It is an obligation only of the Issuer. No affiliate, shareholder, director, officer, employee, payment processor, acquirer, sponsoring bank, card network, equipment provider, or other third party assumes any obligation under this instrument solely by reason of affiliation, branding, referral, processing, settlement, or other participation in the merchant relationship. No merchant may assert a claim under this instrument against any person other than the Issuer, except to the extent that another person separately agrees in a signed writing to assume that obligation. The Canadian programs are covered by separate instruments issued by Payzium Holding Inc. / Gestion Payzium Inc.

Governing instrument. This document is a standalone written commitment by Payzium to United States merchants for whom Payzium is the sales and referral counterparty. It is separate from, and does not amend, any merchant processing agreement, program terms, or Payzium website Terms of Service. This instrument controls itself. Where it conflicts with the Payzium website Terms of Service on a matter covered by this instrument, this instrument controls for that matter. Any approved payment, refund, waiver, or credit owed under this instrument is expressly preserved notwithstanding any liability limitation in the Payzium website Terms of Service.

Nothing in this instrument creates any obligation of, or any right against, the Processor, any acquirer, any sponsoring bank, any card network, or any other third party.

Effective date. This instrument is effective for a given Merchant on the later of (a) the date Payzium executes this instrument and (b) the date the Merchant is boarded under a merchant processing agreement arranged by Payzium.

1. Purpose and scope

Payzium believes that the price on the page should be the price on the statement. This instrument is Payzium's written commitment to that principle for merchants located in the United States for whom Payzium is the sales and referral counterparty. It covers the fees Payzium itself controls. It does not cover fees or amounts that other parties in the card-payment stack impose, collect, or vary.

This instrument does not modify any obligation of the payment processor and its sponsoring member bank identified in the Merchant's application and merchant processing agreement (together, the "Processor"), and it does not modify the Merchant Processing Agreement itself.

2. Definitions

"Business Day" means a day other than a Saturday, a Sunday, or a federal holiday in the United States.

"Complete Claim Package" means all information and supporting documentation listed in Section 6 of this Promise, together with any further information reasonably required under Section 6 to determine eligibility and calculate the claim.

"Discovery Date" means the earlier of (a) the date Payzium receives from the Merchant a communication identifying a fee or amount later determined to be a Payzium-Caused Overcharge, and (b) the date Payzium itself identifies that overcharge.

"Lookback Period" means the Statement Period in which the Discovery Date falls together with the eleven Statement Periods immediately preceding it, being twelve Statement Periods in total, or, if the Merchant has been processing with Payzium for fewer than twelve Statement Periods, every Statement Period since the Merchant's first live processing day.

"Merchant" means the United States business for which Payzium has arranged, or has agreed to arrange, boarding with the Processor.

"Merchant Processing Agreement" means the merchant processing agreement between the Merchant and the Processor, together with its schedules and any amendment to it.

"Occurrence" means each Statement Period within the Lookback Period in which a Payzium-Caused Overcharge was charged to the Merchant. An overcharge appearing in three Statement Periods within the Lookback Period is three Occurrences.

"Payzium-Caused Overcharge" means a Payzium-controlled fee charged to the Merchant that was (a) an Undisclosed Payzium-Controlled Fee, (b) the product of Reclassification padding, or (c) otherwise inconsistent with the pricing schedule, and whose amount is objectively quantifiable from the pricing schedule and the Processor statements.

"Payzium-controlled fee" means any fee that (a) is set by Payzium, (b) is not a pass-through of interchange, a card-network assessment, a third-party service fee, a tax, a chargeback, a fine, reserve funding, or a Processor-set fee, and (c) accrues to Payzium as revenue. Payzium's disclosed margin, the monthly account fee, and any other fee expressly labeled as a Payzium fee on the pricing schedule are Payzium-controlled fees.

"Pricing schedule" means the written schedule of Payzium fees and pass-through categories provided to and accepted by the Merchant as part of the application and the Merchant Processing Agreement.

"Reclassification padding" means the practice of moving a transaction from a lower-cost interchange or card-network category to a higher-cost category, or otherwise recharacterizing a Payzium-controlled fee to inflate the amount charged to the Merchant beyond what the pricing schedule authorizes.

"Statement Period" means a monthly Processor statement period covering the Merchant's card-processing activity.

"Undisclosed Payzium-Controlled Fee" means a Payzium-controlled fee that was not clearly disclosed to the Merchant on the pricing schedule or in the Merchant Processing Agreement before the Merchant accepted those documents.

"US Terms" means the Payzium Terms of Service (United States), Version 1.1, effective July 17, 2026, or any later version identified in the Merchant's acceptance record under Section 7.

3. The promise

Payzium makes the following commitments to the Merchant:

  1. Interchange and card-network fees pass through at cost. Payzium does not add a margin, spread, or padding to interchange or card-network assessments. Those amounts appear on the Merchant's Processor statement at cost.
  2. Payzium's margin is fixed on the pricing schedule. The Payzium-controlled fees the Merchant is billed for a Statement Period are the fees set out on the pricing schedule. Payzium does not add a Payzium-controlled fee that is not named on the pricing schedule.
  3. No reclassification padding. Payzium does not recharacterize transactions or fees to inflate amounts charged to the Merchant beyond what the pricing schedule authorizes.
  4. No hidden fee categories. Every Payzium-controlled fee appears as a named line item at a disclosed rate.

4. What this instrument does not cover

For clarity, the following are outside this instrument. Nothing here excuses Payzium from Section 3; the point is that these items are not Payzium-controlled fees:

  1. Changes to interchange rates or interchange categories published by the card networks.
  2. Changes to card-network assessments, fees, or program charges published by the card networks.
  3. Fees, penalties, or amounts charged by the Processor that are not Payzium-controlled fees.
  4. Fees charged by third parties, for example hardware providers, gateway providers, e-signature providers, or other service providers.
  5. Taxes.
  6. Chargebacks, chargeback fees, retrieval fees, reversals, and related amounts.
  7. Fines or assessments imposed by the card networks or by regulators.
  8. Reserve funding, hold amounts, or other risk-mitigation amounts required by the Processor.
  9. Amounts arising from the Merchant's failure to comply with card-network rules, applicable law, or the Merchant Processing Agreement.

Where these amounts pass through to the Merchant, Payzium's role is limited to the transparent pass-through of the underlying charge without adding a Payzium margin or padding.

This instrument does not promise a lower interchange rate, a lower card-network assessment, a lower Processor-set fee, approval by the Processor, funding, equipment performance, or uninterrupted processing.

5. Remedy: correction and double refund

Where a fee or amount is determined to be a Payzium-Caused Overcharge, Payzium will:

(a) Correct. Cause the overcharge to stop recurring, effective no later than the first Statement Period beginning after the date of approval, and confirm the correction to the Merchant in writing.

(b) Refund double. Pay the Merchant an amount equal to two times the aggregate amount of that Payzium-Caused Overcharge across every Occurrence within the Lookback Period.

The doubling applies to every category of Payzium-Caused Overcharge defined in Section 2, being an undisclosed fee, reclassification padding, and a charge otherwise inconsistent with the pricing schedule, in each case to the extent the amount is objectively quantifiable from the pricing schedule and the Processor statements. Where part of an overcharge is objectively quantifiable and part is not, the doubling applies to the quantifiable part and Payzium will state in its written decision how the boundary was drawn.

Worked example, for interpretation and not as a limit: an overcharge of US$40 appears in each of five Statement Periods, all falling within the Lookback Period. The aggregate amount is US$200. The refund is US$400. The overcharge stops recurring from the next Statement Period.

Correction across all affected periods. Payzium will identify every Statement Period within the Lookback Period affected by the overcharge and state each in its written decision. Where the overcharge was also charged in Statement Periods earlier than the Lookback Period, Payzium will in addition refund, at par, the amount charged in each earlier period the Merchant substantiates, so that the Merchant is not out of pocket for any period.

Payzium may satisfy an approved claim by electronic payment or check. Payzium may satisfy an approved claim by credit against future Payzium fees only with the Merchant's prior written consent. Payment is made from an account of Payzium Corp and is made in United States dollars.

Except where prohibited by applicable law, the remedies described in this instrument constitute the Merchant's contractual remedies under this instrument.

6. Claim procedure

How to submit a claim. A Merchant may submit a claim by emailing support@payzium.com with the subject line "Honest Rate Promise claim" and providing:

  1. the Merchant's legal name, trade name, contact person, email address, phone number, and merchant identifier;
  2. copies of the Processor statement or statements on which the Merchant believes a Payzium-Caused Overcharge appears;
  3. the Merchant's pricing schedule;
  4. a short written explanation of the claim, identifying the line items in question.

The Merchant is not required to resubmit information already reasonably available to Payzium unless verification or updating is necessary.

Acknowledgement and completeness. Payzium will acknowledge receipt within five Business Days. Within five Business Days after receiving a claim, Payzium will send the Merchant a written notice either confirming that the claim is a Complete Claim Package or identifying, in one consolidated notice, the material information still required. Payzium's review period begins on the date of the completeness notice. Payzium may afterwards request only additional information that becomes reasonably necessary and that could not reasonably have been identified in the initial notice.

Decision. Payzium will review the claim and issue a written decision, identifying the material facts, the formula applied, the Statement Periods and amounts included and excluded, any adjustments, and the remedy, within fourteen days after the review period begins.

Approval and payment. If Payzium approves the claim, Payzium will issue the refund and confirm the correction within fifteen days after approval.

Denial and reconsideration. If Payzium denies the claim, the decision will state the reasons and the material facts relied on. The Merchant may submit additional information for reconsideration within fifteen days of the decision. Payzium will respond to reconsideration requests within fourteen days and will route the reconsideration to a reviewer who was not responsible for the first decision where practical.

Record retention. Payzium will retain the complete claim file, the calculation, the communications, and proof of payment or credit.

Incomplete or unverifiable claims. Payzium may reject or defer altered, misleading, or unverifiable claim materials. Requests will be specific, consolidated where practical, and reasonably related to eligibility or calculation. Routine incompleteness is addressed through the consolidated notice above and is not a ground for rejection.

Verification and anti-duplication. Payzium's own billing records and the pricing schedule, together with the Processor's records, are the reference against which a claimed overcharge is verified. Payzium may decline a claim where the statement or record submitted has been altered, recreated, retyped, or modified, or where the amount claimed does not appear in Payzium's billing records or the Processor's records.

The same Payzium-Caused Overcharge may be the subject of only one claim under this instrument. Where an overcharge recurs, every Occurrence within the Lookback Period is dealt with in the single claim under Section 5, and a later claim in respect of the same overcharge is not a new claim. A Merchant may claim in respect of a different Payzium-Caused Overcharge.

7. Governing law and dispute resolution

This instrument is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Disputes arising out of or relating to this instrument are subject to the dispute-resolution provisions of the US Terms, being Section 11 of the Payzium Terms of Service (United States), Version 1.1, effective July 17, 2026, including the mandatory individual arbitration provision and class-action waiver stated in that Section, except that either party may bring an individual claim in small-claims court.

Version lock and retention. The version of the US Terms identified above is the version that applies to this instrument for a given Merchant unless a later version is identified in that Merchant's acceptance record. Payzium retains an immutable copy of the applicable version of the US Terms with each Merchant's acceptance record, recording the version, the effective date, the acceptance timestamp, and the merchant account, and will provide that copy to the Merchant on request at no charge. A later version of the US Terms does not apply to a dispute under this instrument unless the Merchant accepted that later version before the dispute arose.

Disputes about the underlying merchant processing services provided by the Processor are governed by the Merchant Processing Agreement between the Merchant and the Processor, not by this instrument.

8. Limitation of liability

To the maximum extent permitted by applicable law, Payzium's total cumulative liability to the Merchant under this instrument for any and all claims is limited to the aggregate refund payable under Section 5 for Payzium-Caused Overcharges actually identified and substantiated. Payzium is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, business opportunity, or goodwill.

Carve-outs. Nothing in this Section limits Payzium's liability for fraud, fraudulent misrepresentation, or willful misconduct, or for any liability that cannot be limited or excluded under applicable law.

The Payzium website Terms of Service liability cap does not limit Payzium's obligation to pay the refund required by Section 5, and any approved payment, refund, waiver, or credit owed under this instrument is expressly preserved.

9. Merger, amendment, and entire agreement

This instrument is the entire agreement between Payzium and the Merchant on the subject matter it covers and supersedes any prior or contemporaneous marketing statement, communication, or understanding on the same subject. Payzium may issue a new version of this instrument prospectively. A new version does not affect claims that arose under an earlier version.

10. Versioning

This is Version 1.2 of the Payzium Honest Rate Promise (United States). On execution, it supersedes Version 1.0 prospectively; Version 1.0 continues to govern claims that arose under it, per the merger clause above. Version 1.1 was not executed and is of no effect.

11. Signature

Signed on behalf of Payzium Corp, a Delaware corporation:

Name: Maurizio Verrelli

Title: President

Signature: [signed]

Date: 20260726