Payzium Savings Guarantee (United States)

Version 1.2

Marketing name: Pay less or it's free.

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

Entity scope. This instrument is issued solely by Payzium Corp for eligible 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. The Payzium website Terms of Service liability cap does not limit Payzium's obligation to pay the remedy required by this instrument, and any approved payment, refund, waiver, or credit owed under this instrument is expressly preserved.

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

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 the Payzium fees covered by this Guarantee for that period.

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.

Note on baseline periods. The baseline period under this United States instrument is three consecutive full-month statements. The baseline under the separate Canadian Savings Guarantee is a single most-recent full-month statement. The two programs measure differently and neither instrument governs the other.

2. Definitions

"Baseline period" means the three 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.

"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 7 of this Guarantee, together with any further information reasonably required under Section 7 to determine eligibility and calculate the claim.

"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.

"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, being the prior processor's own margin and monthly fees however labeled, excluding the excluded categories in the definition of Payzium fees.

"Good Standing" means that the Merchant Processing Agreement remains active, the Merchant is not suspended or terminated for cause, is not in material payment default, and has not materially misrepresented information supplied during enrollment or during the claim process.

"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 percentage points or more), debit versus credit mix (fifteen percentage points or more), average ticket (twenty-five percent or more), monthly card volume (thirty percent or more), or the addition or removal of a material sales channel, location, product line, or business model that materially affects processing cost.

"Measurement period" means the ninety days beginning on the Merchant's first live processing day with the Processor.

"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.

"Merchant Processing Agreement" means the merchant processing agreement between the Merchant and the Processor under which the Merchant is boarded for card-processing services arranged by Payzium, together with its schedules and any amendment to it.

"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.

"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 8.

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, computed as eligible cost divided by card volume processed over each period, so that the comparison isolates the effect of Payzium's pricing on the Payzium-controlled portion of cost and is not decided by a change in volume alone. 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.

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.

Normalization audit trail. Every normalization adjustment will identify the trigger, the source data, the method, the numerical effect, and the approver.

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 an amount equal to the Payzium fees actually paid by the Merchant during the measurement period. Payzium may satisfy that amount by waiver of, or credit against, future Payzium fees only with the Merchant's prior written consent; absent that consent, Payzium pays the amount by electronic payment or check. 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 paragraph 1, Payzium will reimburse the Merchant for documented switch-back costs up to a maximum of one thousand United States dollars (US$1,000), 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.

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. 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 of the ninety days, and the Merchant's total card volume processed during the measurement period is at least fifty percent of the average monthly card volume shown on the baseline statements multiplied by three.
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; this paragraph 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 has not become a prohibited or high-risk category during the measurement period.
6. In Good Standing. The Merchant is in Good Standing, as defined in Section 2.
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.
8. One claim per Merchant. Only one claim may be made per Merchant under this instrument, and only one claim per group of merchants under common beneficial ownership or common control. Where two or more merchant accounts share a beneficial owner, a director, an officer, or a bank account, Payzium may treat them as one Merchant for the purpose of this paragraph, unless the Merchant demonstrates that the accounts are not under common beneficial ownership or common control. A shared business address alone does not establish common control.

Verification of the baseline statements. The baseline statements must be complete, unaltered statements as issued by the prior processor, and must identify the prior processor, the Merchant, the merchant identifier or account number, the statement period, the total card volume processed, and the fees charged. Payzium may require the statements in the form originally issued, including the original files as received from the prior processor, and may verify them directly with the prior processor or its sponsoring institution. Payzium may decline to establish a baseline on a statement that has been recreated, retyped, exported to an editable format and modified, redacted so as to remove information needed to verify it, or that is inconsistent with the Merchant's other records or with the volume the Merchant subsequently processed on Payzium. A Merchant who submits an altered baseline statement is not in Good Standing.

Verification of switch-back costs. A reimbursable cost must be evidenced by an invoice or receipt issued by an identifiable third party, showing that party's name and contact details, the Merchant as payer or account holder, the date, the amount, and a description of the service or item. Payzium may require proof of actual payment and may verify the invoice with the issuer. Payzium will not reimburse a cost invoiced by the Merchant, by a person related to the Merchant, by an entity under common beneficial ownership or control with the Merchant, or by a party Payzium cannot identify or contact, and will not reimburse an estimate, a quotation, a proforma invoice, or a cost the Merchant has not incurred. Reimbursement is paid only after the Merchant has in fact moved its processing to another processor, evidenced by a statement or boarding confirmation from that processor.

7. Claim procedure and decision timeline

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

How to submit. Email support@payzium.com with the subject line "Savings Guarantee claim" and provide:

1. the Merchant's legal name, trade name, contact person, email address, phone number, and merchant identifier;
2. the three baseline-period statements;
3. the Payzium and Processor statements or reports covering the measurement period;
4. any Payzium invoices reflecting Payzium fees paid during the measurement period;
5. if reimbursement of switch-back costs is requested, invoices, receipts, or equivalent third-party records;
6. a short written explanation of the claim, including disclosure of any material change;
7. any additional information reasonably required by Payzium. 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 issue a written decision, identifying the material facts, the formula applied, the amounts included and excluded, any adjustments, and the remedy, within thirty days after the review period begins.

Merchant response window. If Payzium requests supplemental information, the Merchant has fifteen days to respond and Payzium's decision timeline pauses during that window. Requests will be specific, consolidated where practical, and reasonably related to eligibility or calculation.

Reconsideration. The Merchant may submit additional information for reconsideration within fifteen days after a decision. Payzium will respond within fourteen days and will route the reconsideration to a reviewer who was not responsible for the first decision where practical.

Payment on approval. Payzium will issue the refund and any switch-back reimbursement within fifteen days after approval.

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. Routine incompleteness is addressed through the consolidated notice above and is not a ground for rejection.

8. 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.

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.

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 remedy required by Section 5, and any approved payment, refund, waiver, or credit owed under this instrument is expressly preserved.

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.

11. Versioning

This is Version 1.2 of the Payzium Savings Guarantee (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.

12. Signature

Signed on behalf of Payzium Corp, a Delaware corporation:

Name: Maurizio Verrelli

Title: President

Signature: [signed]

Date: 20260726