Terms & Conditions – PAY3

1. About PAY3

1.1 PAY3 is an innovative software platform designed to offer flexible payment solutions. The platform integrates electronic payment systems and advanced features for managing transactions and customer relationships. The platform is owned by PAY3 Srl, with its registered office at Piazza Armando Diaz, 5, 20123 Milan (MI), ITALY, VAT number 14175960963 (hereinafter, PAY3 refers to the platform and the services provided by PAY3 Srl to the client, hereinafter the "Client").

1.2 PAY3 is a standalone and independent web platform. PayPal, Stripe and the other integrated payment providers are separate legal entities from PAY3.

1.3 To access the virtual POS and payment systems (including instalment payments), onboarding and the creation of an account at https://pay3.it/ are required.

1.4 PAY3 uses API technologies, cloud services and data analysis tools to integrate and manage functionalities made available by third-party payment providers, including Stripe Connected Account and PayPal Platform Multiparty.

2. Subject matter

2.1 The Client commissions PAY3 to create a landing page with an integrated POS and implement card, deferred and recurring payment systems through Stripe Connected Account, PayPal Platform Multiparty and other integrated payment systems described below, available on its platform https://<shop name>.pay3.store/login and on any additional pages.

2.2 Integration of Payment Systems. It is specified that payment services integrated through Stripe and PayPal and made available through PAY3 are subject to the terms and conditions of the respective platforms. This contract provides dedicated infrastructure optimised for the use of these payment systems, ensuring smooth, highly functional integration for merchants while complying with the required security standards and protocols.

2.3 PAY3 is commissioned to provide a dedicated dashboard for pay-by-link or QR code features, with information on transactions, payments, bank transfers, transfers and statistics.

2.4 PAY3 undertakes to provide a private control area in a dedicated environment.

3. Service delivery times

3.1 The service will be activated and made available within 5 business days, with unlimited use, solely and exclusively after payment of the activation fee.

3.2 Delays in the Client's registration or onboarding with Stripe and/or PayPal may cause delays for which PAY3 is not responsible.

4. Contract duration

4.1 This contract lasts for twelve months from the activation date and will automatically renew for further consecutive twelve-month periods unless the Client gives notice of cancellation at least three months before the relevant contractual expiry date, by certified email (PEC) to pay3@pec.it, or through the contract cancellation function available in the Client's private area.

5. Financial terms of the contract

5.1 The Client undertakes to pay Pay3 the amount due for activating and using the Service, as specified in this contract, the purchase order and/or the commercial documentation attached to it.

5.2 Payment must be made using the electronic payment form provided by Pay3 when the contract is accepted or, alternatively, by any other methods communicated by Pay3 from time to time.

5.3 Unless otherwise agreed in writing by the Parties, payment of the fee and the resulting crediting of the relevant funds to Pay3 are essential conditions for activation of the Service. Accordingly, Pay3 will activate the Service only after confirmation that the amount due has been credited.

5.4 In the event of non-payment, partial payment or unsuccessful collection, Pay3 may decline to activate the Service or, if the Service is already active, suspend it in whole or in part until the full amount due has been credited, without prejudice to its right to compensation for any further loss.

5.5 All bank charges, transaction costs and, in general, any ancillary charges associated with the chosen payment instrument shall be borne exclusively by the Client, unless Pay3 expressly states otherwise.

5.6 Pay3 retains the right to amend, supplement or replace the available collection systems and payment methods over time, following appropriate notice to the Client in the manner and within the time limits considered suitable.

6. SEPA direct debit authorisation and service renewal

6.1 Automatic debit arrangements

The Client expressly authorises PAY3, from now and for the entire term of the Contract, to collect the fee for use of the Services and any other amounts due under the Contract by: (i) direct debit from the bank account specified during registration, using the SEPA Direct Debit scheme (SEPA SDD); and/or (ii) automatic charging of the credit card specified by the Client, issued by an authorised institution and linked to a recognised payment network.

6.2 Frequency and timing of debits

The usage fee will be charged in advance on the first day of the month in which the relevant annual period begins, by SEPA SDD and/or credit card, according to the payment method selected and validly communicated by the Client to PAY3.

6.3 The Client's obligations concerning payment instruments

The Client undertakes to: (i) keep the bank account and/or credit card supplied to PAY3 for debiting active; (ii) ensure that, on the debit dates referred to in paragraph 2 above, sufficient funds are available in the bank account and/or on the credit card to allow full payment of the amounts due; (iii) promptly notify PAY3 in writing, in the manner indicated by PAY3, of any changes to the bank account and/or credit card (including, by way of example, a change of IBAN, card replacement, expiry or cancellation, or a change of issuing institution).

6.4 Failed debits and suspension of Services

If the fee and/or other amounts due cannot be debited for reasons attributable to the Client (including, by way of example, insufficient funds in the bank account or on the credit card, revocation or invalidity of the SEPA SDD mandate, expiry or blocking of the credit card, or failure or delay in notifying changes to payment instruments), PAY3 may: (i) retry the debit within the technical limits permitted by the payment schemes used; and, if unsuccessful, (ii) suspend the Services, including without further notice, until all amounts due have been paid in full, without prejudice in any case to PAY3's right to compensation for any further loss.

6.5 Restoration of Services

Services suspended under paragraph 4 above will be restored only after PAY3 has received full payment of overdue amounts, together with any applicable interest and charges, and after the Client has confirmed payment instruments that are valid and have sufficient funds for subsequent debits.

7. How the platform works

7.1 PAY3 provides the Client with three integrated payment options: card payments, instalments and wallets.

7.2 The available networks are: Visa, Mastercard, American Express, Klarna, PayPal, Alma Pay, Apple Pay and Google Pay, Revolut, Amazon Pay, Alma Pay, Satispay, ScalaPay and Stripe Link.

7.3 The Client undertakes to comply with the rules of conduct, and PAY3 and other parties involved may suspend the services in the event of violations or fraudulent use.

7.4 The service provided by PAY3 consists of access to the platform and its integrated payment features. Using certain payment services may require the creation or linking of an account with the relevant provider and acceptance of that provider's terms. In particular, to use PayPal services, the Client may be required to create or link its PayPal Business Account and accept PayPal's applicable terms and policies.

7.5 PAY3 does not collect fees based on transaction value or the number of transactions; these are instead managed by Visa, Mastercard, American Express, Klarna, PayPal, Alma Pay, Apple Pay and Google Pay, Revolut, Amazon Pay, Satispay, ScalaPay and Stripe Link.

7.6 Payment charges are managed directly by ScalaPay, Stripe and PayPal, which will issue the relevant invoice.

8. PAY3 platform payment terms and the Client's responsibilities

8.1 Accepted Cards

The Client accepts that PAY3 is not responsible for failed payments resulting from the use of cards not supported by Visa, Mastercard, American Express, Klarna, PayPal, Alma Pay, Apple Pay and Google Pay, Revolut, Amazon Pay, Satispay, ScalaPay and Stripe Link.

8.2 Settlement of Transactions

The full transaction amount, net of fees, will be credited to the bank account/IBAN specified by the Client during registration, which the Client may change independently through the private area. Bank account transfers are set by default to automatic transfers according to the Client's selection, with delivery within three business days. The first transactions using standard bank transfers may be delayed by up to five business days. PAY3 is not responsible for delays caused by third parties, such as bank connection issues, and the Client accepts these conditions.

8.3 Instalment Payments and Klarna's Responsibility

Approval of instalment payments is managed exclusively by Klarna, independently and at its sole discretion. Any refusal to approve instalment payments is not attributable to PAY3. In most cases, the end user can resolve issues by contacting Klarna directly. PAY3 is not responsible for declined approvals or limits on cards or the number of purchases, which are matters decided at Klarna's sole discretion.

8.4 Instalment Payments and PayPal's Responsibility

Approval of instalment payments is managed exclusively by PayPal, independently and at its sole discretion. Any refusal to approve instalment payments is not attributable to PAY3. In most cases, the end user can resolve issues by contacting PayPal directly. PAY3 is not responsible for declined approvals or limits on cards or the number of purchases, which are matters decided at PayPal's sole discretion.

8.5 Instalment Payments and ScalaPay's Responsibility

Approval of instalment payments is managed exclusively by ScalaPay, independently and at its sole discretion. Any refusal to approve instalment payments is not attributable to PAY3. In most cases, the end user can resolve issues by contacting ScalaPay directly. PAY3 is not responsible for declined approvals or limits on cards or the number of purchases, which are matters decided at ScalaPay's sole discretion.

9. Termination clauses and limitations of liability

9.1 Express Termination Clause

This contract shall terminate automatically under Article 1456 of the Italian Civil Code, authorising PAY3 to discontinue the services without notice if the Client: a) transfers all or part of the products or services to third parties without PAY3's prior written consent; b) fails to provide services that have been paid for; c) materially breaches or repeatedly breaches the Contract and fails to remedy its conduct, where possible, within 10 days; d) uses the Services fraudulently or unlawfully and/or for any unlawful or immoral purpose; e) uses offensive, obscene, vulgar, blasphemous or defamatory language towards PAY3, its group and its employees and/or representatives; f) fails to pay the fees due; g) harms PAY3's business and reputation and/or exposes PAY3 to any danger or risk of loss or liability; h) becomes subject to or is admitted to insolvency proceedings. PAY3's right to compensation for loss remains unaffected.

9.2 Limitation of PAY3's Liability

PAY3 is not responsible for the content of information supplied by the Client and/or published by the Client on the Internet. PAY3 is not liable in any way for damage caused, directly or indirectly, by the Client's or third parties' use of the services.

9.3 Obligations to Perform and Pay

This contract binds both parties: the Client must pay the agreed fee, while PAY3 must deliver the landing page and the service within five business days of payment.

9.4 Suspension of Service for Breach

In the event of serious breaches, unlawful conduct, unfair commercial practices or continuing non-payment towards PAY3 or third parties involved, PAY3 may temporarily or permanently suspend the service and access to the dashboard. The Client will receive written notice and have 7 business days to remedy the situation, except in cases of fraud, unlawful use or non-compliance with the policies of Visa, Mastercard, American Express, Klarna, PayPal, Alma Pay, Apple Pay and Google Pay, Revolut, Amazon Pay, Satispay, ScalaPay and Stripe Link.

9.5 Stripe Payment Processing Terms

The terms and conditions relating to payments, balances, transfers and any matter not specified in this contract are governed by Stripe's terms, available during registration and at https://stripe.com/en-it/legal/ssa. PAY3 is not responsible for those terms.

9.6 PayPal Payment Processing Terms and Acceptable Use Policy

The terms and conditions relating to payments, balances, transfers and any matter not specified in this contract are governed by PayPal's terms, available during registration and at https://www.paypal.com/it/webapps/mpp/ua/useragreement-full?locale.x=it_IT. PAY3 is not responsible for those terms.

The Client activating or using PayPal through PAY3 confirms that it has read and undertakes to comply with the PayPal Acceptable Use Policy, as amended from time to time, available at https://www.paypal.com/it/legalhub/paypal/acceptableuse-full. The Client must not use PayPal services through PAY3 for activities, goods or services prohibited by the PayPal Acceptable Use Policy. Activities requiring PayPal's prior approval may be carried out only after the relevant authorisation has been obtained from PayPal. In the event of an actual or suspected violation of the PayPal Acceptable Use Policy, or at PayPal's request, PAY3 may restrict or suspend the affected PayPal features, without prejudice to any further rights under this Contract and PayPal's applicable terms.

9.7 ScalaPay Payment Processing Terms

The terms and conditions relating to payments, balances, transfers and any matter not specified in this contract are governed by ScalaPay's terms, available during registration and at https://cdn.scalapay.com/terms-and-conditions/it-IT/Scalapay%20-%20Terms_and_Conditions.pdf. PAY3 is not responsible for those terms.

9.8 Purchases

PAY3 is not responsible for the safety, legality, quality or any other characteristic of goods and services purchased using the Services. Any disputes between a Client and a User must be resolved directly between them.

10. Changes to contractual terms and acceptance by silence

10.1 PAY3 reserves the right to unilaterally amend the terms of this contract for operational, commercial or security reasons, or to comply with new legal requirements.

10.2 Changes will be communicated to the Client by email at the address provided during registration at least 30 days before they take effect.

10.3 Unless the Client expressly objects in writing within 30 days of receiving the notice, the changes will be deemed automatically accepted and will bind both parties.

10.4 The Client may reject the proposed changes and terminate the contract at no cost by sending written notice within the 30-day period. If no objection is received within that period, the contract will remain valid under the new terms.

11. Assistance and support

11.1 PAY3 provides dedicated assistance and support to ensure an optimal experience for its clients. For assistance, technical support or clarification about the services provided, the Client may contact PAY3 through the following official channels:

General Support Email: assistenza@pay3.it
Support Hours: Monday to Friday, 9:00–13:00 and 14:00–18:00 (Italian local time).

11.2 Misuse of Contact Channels and Contractual Breach:

(i) The Client undertakes to use only the support channels listed above when requesting technical, administrative or commercial support.
(ii) Requests for assistance sent to unauthorised channels, such as direct sales contacts or other unofficial email addresses, will not be considered valid, and PAY3 will not be required to respond to or handle such requests.
(iii) Repeated requests for assistance sent to unauthorised channels may be considered a breach of this contract, potentially resulting in temporary account suspension until the correct communication procedures are restored.
(iv) Misuse of sales contacts will not constitute a breach by PAY3 and cannot be invoked as grounds for complaints or contractual disputes.

12. Confidentiality and non-disclosure clause

12.1 The Client undertakes not to publish, disclose, review or mention in any way information relating to the services provided by PAY3, including but not limited to technical, operational, functional and commercial details, on any public or private platform, including but not limited to:

Review websites (e.g. Trustpilot, Google Reviews, TrustRadius, G2);
Social media (LinkedIn, Facebook, Twitter, Instagram, Reddit, etc.);
Forums, blogs, press releases or any other means of public or private dissemination.

12.2 Any disclosure requires PAY3's prior written consent.

12.3 Any breach of this clause will result in:

Immediate termination of the contract for material breach;
An obligation to remove within 24 hours any content published in breach of this clause;
An immediate contractual penalty of €5,000 for each established violation, in addition to any compensation for financial and reputational damage;
An additional penalty of €500 for each day the violation continues after written notice to remove the content.

12.4 The non-disclosure obligation remains in force for 5 years after termination of the contract.

13. Data protection

13.1 In performing this Contract, the Parties must comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"), as well as any other applicable laws or regulations concerning personal data protection and related implementing measures issued by the competent data protection authorities (the "Applicable Data Protection Laws"), adopting all appropriate and suitable security measures to protect the personal data processed.

13.2 In particular, PAY3 is the controller of personal data relating to Users and natural persons associated with Clients (namely legal representatives, beneficial owners and any employee of the Client with whom it has interacted, collectively the "Representatives"), and processes personal data in accordance with its Privacy Policy, which the Client acknowledges by accepting this Contract.

13.3 To provide the Services, PAY3 may outsource certain activities using third-party services and/or tools, including those of companies within its group.

13.4 The Client agrees to notify PAY3 as soon as possible of any changes to data relating to its Representatives and, upon request, to provide PAY3 with any further information it may need to establish or maintain a business relationship and/or that is required by applicable laws or regulations.

13.5 With regard to information about Users (including personal data) shared in connection with a Payment to the Client, the Client alone is responsible for ensuring that all shared User personal data is handled and protected in accordance with Applicable Data Protection Laws.

14. Intellectual property rights

14.1 All content on PAY3's platform (including underlying materials such as code, software and databases), together with the related copyright and other intellectual property rights, belongs to PAY3 unless otherwise specified. All content is protected by applicable intellectual property laws and treaties.

Intellectual property rights means all vested, contingent and future intellectual property rights, including, by way of example, copyright, trademarks, service marks, design rights (whether registered or not), patents, know-how, industrial and trade secrets, inventions, configurations, database rights and all applications for protection or registration of such rights, together with all renewals and extensions existing anywhere in the world, whether already existing or created in the future, in which PAY3 may hold rights.

15. References

15.1 The Client agrees and accepts that PAY3 is hereby authorised to use the Client's distinctive signs, including logos and trademarks, solely to communicate and promote PAY3's services through its digital channels (website, application and social media profiles) and offline promotional materials such as brochures, information leaflets, display materials and materials used at trade shows, events and conferences.

16. Governing law and jurisdiction

16.1 Italian law applies. Matters not covered by these General Terms and Conditions are governed by the applicable legal provisions. The Parties will endeavour to resolve disputes amicably, using, where appropriate, the conciliation service of the Milan Chamber of Commerce. The courts of Milan (Italy) shall have exclusive jurisdiction over any dispute relating to the interpretation, performance, termination or expiry of this agreement.