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Payzium.

Payzium position document, informed by internal AI legal research (vault: sources/us-legal-review-responses-AI-DRAFT-2026-07-04.md), NOT counsel-cleared; published and adopted under founder authority per project instructions posture of 2026-07-05; instrument binds only upon founder execution.

Version 1.0, effective date on execution, owner Payzium Corp.

Savings Guarantee (United States) - "Pay less or it's free"

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

Marketing name: Pay less or it's free.

Formal instrument title: the Payzium Savings Guarantee (United States).

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. The Payzium website Terms of Service liability cap does not limit Payzium's obligation to pay the remedy required by this instrument.

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

This instrument is Payzium's written commitment that if an eligible United States Merchant does not pay less on the Payzium-controlled portion of its card-processing cost in the 90-day measurement period than it did on the Payzium-controlled equivalents in the baseline period, Payzium will refund or waive the Payzium fees covered by this Guarantee for that period. This instrument does not promise a lower interchange rate, a lower card-network assessment, or any other outcome that Payzium does not control.

2. Definitions

  • "Merchant" means the United States business for which Payzium has arranged, or has agreed to arrange, boarding with the payment processor and its sponsoring member bank identified in the Merchant's application and merchant processing agreement (the "Processor"), and that is eligible under Section 6.
  • "Baseline period" means the three (3) most recent consecutive full-month processing statements issued to the Merchant by the Merchant's prior processor immediately before the Merchant's boarding with the Processor.
  • "Measurement period" means the ninety (90) days beginning on the Merchant's first live processing day with the Processor.
  • "Payzium fees" means the Payzium-controlled fees stated on the Merchant's Payzium pricing schedule (typically the Payzium per-transaction margin and the Payzium monthly account fee). Payzium fees do not include interchange, card-network assessments, Processor fees other than Payzium-controlled fees, chargeback amounts, fines, taxes, reserve funding, equipment charges, or third-party service fees.
  • "Eligible cost" means the Payzium fees paid by the Merchant during the measurement period plus, for the baseline period, the like-for-like equivalents of Payzium fees as reflected on the baseline statements (that is, the prior processor's own margin and monthly fees, however labeled, excluding the excluded categories in the definition of Payzium fees).
  • "Material change" means a change during the measurement period compared with the baseline period in any of the following: card-present versus card-not-present mix (fifteen (15) percentage points or more), debit versus credit mix (fifteen (15) percentage points or more), average ticket (twenty-five percent (25%) or more), monthly card volume (thirty percent (30%) or more), or the addition or removal of a material sales channel, location, product line, or business model that materially affects processing cost.
  • "Documented switch-back costs" means out-of-pocket costs paid by the Merchant to move its card processing from Payzium's arranged relationship to another processor, evidenced by invoices, receipts, or equivalent third-party records.

3. The promise

If, during the measurement period, the Merchant's eligible cost with Payzium is not less than the Merchant's eligible cost during the baseline period, once normalized under Section 4, Payzium will pay the remedy in Section 5.

The Guarantee applies only to eligible cost. It does not apply to interchange, card-network assessments, third-party fees, taxes, chargebacks, fines, reserve funding, equipment charges, or any amount that is not a Payzium-controlled fee or its baseline-period equivalent.

4. Baseline, comparison, and normalization

Baseline. The baseline is the three most recent consecutive full-month statements from the Merchant's prior processor, as they were issued.

Comparison. The measurement is a like-for-like comparison of eligible cost across the baseline period and the measurement period. Amounts are normalized where necessary for differences in card-processing volume, card mix (card-present versus card-not-present, debit versus credit, credit-card brand mix), and average ticket, so that the comparison isolates the effect of Payzium's pricing on the Payzium-controlled portion of cost.

Material change. If a material change occurred during the measurement period, Payzium may apply a normalized-rate worksheet in place of a raw statement-to-statement comparison so the comparison remains like-for-like. A material change does not by itself disqualify a claim; it changes the mechanic Payzium uses to test it.

Excluded amounts, expressly. Interchange, card-network assessments, third-party fees, chargebacks, fines, taxes, reserve funding, equipment charges, and any other amount that is not a Payzium fee (for the measurement period) or its baseline-period like-for-like equivalent (for the baseline period) are excluded from the comparison. They are not "eligible cost," and no promise is made about them under this instrument.

5. Remedy

If Payzium approves the claim, the remedy is:

  1. Refund or waive Payzium fees for the measurement period. Payzium will refund to the Merchant, or waive going forward, an amount equal to the Payzium fees actually paid by the Merchant during the measurement period. Payzium will not pay the difference between Payzium fees and any prior-processor equivalent, and Payzium will not pay any non-Payzium fee.
  2. Contribute to documented switch-back costs, up to US$1,000. In addition to (1), Payzium will reimburse the Merchant for documented switch-back costs up to a maximum of one thousand United States dollars (US$1,000). The reimbursement is against invoices, receipts, or equivalent third-party records; it does not include ordinary processing fees, taxes, chargebacks, equipment damage, or costs the Merchant cannot document.

The remedy under this Section 5 is the Merchant's sole and exclusive remedy under this instrument. Payment is in United States dollars.

6. Eligibility and exclusions

A Merchant is eligible under this instrument only if all of the following are true:

  1. Approved and boarded. The Merchant was approved by the Processor and boarded through Payzium.
  2. Baseline available. The Merchant provided three consecutive full-month statements from a single prior processor covering the period immediately before boarding.
  3. Minimum activity. During the measurement period, the Merchant processed card volume for at least sixty (60) of the ninety (90) days.
  4. No material change in business. The Merchant did not undergo a material change to its business model, ownership, or licenses that would fundamentally alter the comparability of the baseline and measurement periods. Material changes as defined in Section 2 are handled under Section 4 (normalization); this Section 6.4 covers business-level changes beyond the normalization thresholds (for example, a change in the primary line of business or a change of legal entity).
  5. Not in a prohibited category. The Merchant is not in a category that the Processor's underwriting excludes as prohibited or high-risk in the merchant processing agreement, and the Merchant has not become a prohibited or high-risk category during the measurement period.
  6. In good standing. The Merchant is not in material default of the merchant processing agreement or of Payzium's applicable program terms.
  7. Application good faith. The Merchant did not apply, or take any action, with the primary intent of triggering or attempting to trigger a payment under this instrument without a genuine intention to process with Payzium.

One claim per Merchant. Only one claim may be made per Merchant under this instrument.

Exclusions and detail. Additional eligibility exclusions and evidentiary detail are set out in the shared US Guarantee Schedules (Schedule B).

7. Claim procedure and decision timeline

Claim window. A claim must be submitted within forty-five (45) days after the end of the measurement period.

How to submit. Email support@payzium.com with the subject line "Savings Guarantee claim" and provide the Claim Evidence Package described in the shared US Guarantee Schedules (Schedule A). At a minimum, the Merchant provides:

  • the Merchant's legal name, trade name, contact person, email address, phone number, and merchant identifier;
  • the three baseline-period statements;
  • the Payzium and Processor statements or reports covering the measurement period;
  • any Payzium invoices reflecting Payzium fees paid during the measurement period;
  • if reimbursement of switch-back costs is requested, invoices, receipts, or equivalent third-party records;
  • a short written explanation of the claim, including disclosure of any material change;
  • any additional information reasonably required by Payzium.

Review timeline. Payzium will acknowledge receipt within five (5) business days. Payzium will issue a written decision within thirty (30) days after receiving a complete Claim Evidence Package.

Merchant response window. If Payzium requests supplemental information, the Merchant has fifteen (15) days to respond. Payzium's decision timeline pauses during that window.

Payment on approval. If Payzium approves the claim, Payzium will issue the refund and any switch-back reimbursement within fifteen (15) days after approval.

Incomplete or unverifiable claims. Payzium may reject or defer incomplete, altered, misleading, or unverifiable claim materials. Payzium may request reasonable supplemental information before approving or denying a claim.

8. Governing law and forum

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 Payzium website Terms of Service applicable to United States users, including the mandatory individual arbitration and class-action waiver stated there, except that either party may bring an individual claim in small-claims court. 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.

9. 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 remedy payable under Section 5. Payzium is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, business opportunity, or goodwill. The Payzium website Terms of Service liability cap does not limit Payzium's obligation to pay the remedy required by Section 5 of this instrument.

10. 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. This Guarantee is subject only to the eligibility requirements, exclusions, claim process, and limits expressly stated in this instrument and the shared US Guarantee Schedules referenced above.

11. Versioning

This is version 1.0 of the Payzium Savings Guarantee (United States), effective on execution. Prior versions, if any, are superseded on the effective date of a later version, subject to the merger clause above.

12. Signature

Signed on behalf of Payzium Corp:

Name: Maurizio Verrelli

Title: President

Signature: ______________________________

Date: ______________________________