Merchant Agreement

1. Incorporation

This Merchant Agreement is entered into between Mando Network Limited ("Mando") and the business that holds a Mando Business Account ("you", "your" or "Merchant"). It supplements, and must be read together with, the Mando Network Terms of Service, the Privacy Policy, the AML Policy, the Risk Warning, the Complaints Procedure, and any fee schedule published on the Pricing page. Where there is any conflict, the specific provision in this Merchant Agreement prevails in relation to merchant activity.

2. Services

Under this Merchant Agreement we will:

• accept payments on your behalf from your customers through Mando-hosted payment pages, payment links, invoices, QR codes, terminals, and the Mando API;
• process those payments through our card acquirer and scheme partners (Visa, Mastercard, American Express, Apple Pay, Google Pay);
• settle the net proceeds, after applicable fees and reserves, to your Mando GBP Account balance;
• allow you to withdraw the available balance to a UK bank account you control, subject to payment-holiday rules and the rolling reserve;
• handle card-scheme disputes and chargebacks on your behalf and charge the applicable fees;
• provide a real-time merchant dashboard, exports, and reporting;
• issue virtual and physical debit cards linked to your Business Account where requested.

3. Card-scheme rules

You acknowledge that Visa, Mastercard, American Express and other card schemes publish their own operating regulations ("Scheme Rules") that apply to every merchant accepting their cards, through the acquirer. The most important of these include:

• the Visa Core Rules and Visa Product and Service Rules;
• the Mastercard Rules and the Mastercard Transaction Processing Rules;
• the American Express Merchant Regulations;
• the PCI Data Security Standard ("PCI DSS") published by the PCI Security Standards Council.

Because we process payments on your behalf through a PCI DSS Level 1 hosted payment page, you are typically eligible for PCI DSS Self-Assessment Questionnaire A ("SAQ A") — the lightest PCI compliance obligation. You must never touch, store, process or transmit raw card numbers outside the Mando hosted environment. Violating this requirement is a material breach of this Agreement and exposes you to scheme fines and unlimited fraud liability.

4. Transaction eligibility and prohibited industries

Payments you process through Mando must be:

• for goods or services actually delivered to the cardholder;
• priced in the same currency as the cardholder's card (or with a clear upfront disclosure of currency conversion);
• initiated by the cardholder, not by you without their authority;
• not split into multiple transactions to avoid a monthly cap, a scheme reporting threshold, or the prohibited-industry rules.

You may not use your Mando Business Account for any of the industries or activities prohibited under section 14 of the Terms of Service, nor for any activity that would breach Visa's Brand Protection Standards, Mastercard's Business Risk Assessment Mitigation Programme (BRAM), the American Express Merchant Regulations, or any applicable UK law. We may carry out periodic underwriting reviews and we may reclassify your business to a different risk tier (with corresponding changes to fees, reserves or limits) where appropriate on 30 days' notice.

5. Settlement, payout and available balance

Card and wallet payments accepted through Mando are credited to your Mando GBP Account in real time as "received" transactions. A 10 percent rolling 90-day chargeback reserve (section 8) applies on every transaction. The remaining 90 percent becomes available for withdrawal immediately, subject to any holds or limits applied under the risk-based underwriting rules. Withdrawals from the available balance to your nominated UK bank account are processed over UK Faster Payments, typically within a few seconds of the instruction, and in any event within one Business Day as required by Regulation 86 of the PSRs 2017.

Your nominated UK bank account must be in the name of the Merchant legal entity registered on the Mando Business Account. We run a Confirmation of Payee check on every new bank account you add and on every withdrawal request, and we will refuse withdrawals where the Confirmation of Payee check fails.

6. Fees

The fees applicable to your Mando Business Account are those published on the Pricing page and displayed in your dashboard. The fee structure currently published is:

• Business Starter — £0 per month, 1.5 percent per card transaction, £20,000 monthly volume cap.
• Mando+ — £10 per month, 1.0 percent per card transaction, £20,000 monthly volume cap, priority support.
• Mando GOLD — £250 per month, 0.5 percent per card transaction, unlimited volume, dedicated account manager, savings pots at 4.5 percent AER.

All Mando fees are stated exclusive of VAT where applicable. Card-network processing fees (typically 1.4 percent + £0.20 for UK consumer cards and higher for commercial, premium or international cards) apply on top of the Mando platform fee and are debited from the transaction amount at settlement. The exact fee composition for every transaction is visible in your dashboard.

7. Refunds

When you issue a refund to a customer, the refund amount is debited from your Mando balance and returned to the original payment method.

• The card-network acquirer fee that the payment processor charged on the original transaction (typically 1.4% + £0.20) is not returned to Mando Network by the processor. This is industry standard for every UK card processor (PaymentProvider, Adyen, Worldpay, Square, Checkout.com all behave the same way).
• To avoid Mando Network absorbing that loss, the same amount is automatically debited from your Mando balance, plus a £1.00 Mando refund administration fee.

Worked example. Customer pays you £100. Card-network fee on the original payment was £1.60. You issue a full refund:

Refund returned to customer	£100.00
Card-network acquirer fee (non-refundable, debited from your balance)	£1.60
Mando refund administration fee	£1.00
Total deducted from your Mando balance	£102.60

You agree not to circumvent refund controls by encouraging customers to file chargebacks (see section 9), by issuing "cash refunds" outside the platform, or by refusing to issue a refund in situations where the Consumer Rights Act 2015 or the Consumer Contracts Regulations 2013 entitle the customer to one.

8. Chargeback reserve

We operate a 10 percent rolling 90-day chargeback reserve on every Business Account. On every card payment you receive, 10 percent of the gross is held back in a reserve sub-balance for 90 calendar days and then released automatically to your available balance. The reserve exists to cover chargebacks, refunds and any other reversible debits to your account. The reserve is visible in your dashboard, with an exact release date for every reserved amount.

Where we determine that your chargeback ratio exceeds the Scheme Rules thresholds (typically 0.9 percent of monthly volume under Visa's Dispute Monitoring Programme and 1.5 percent under Mastercard's Excessive Chargeback Merchant programme) we may increase the reserve percentage, lengthen the hold period, or suspend the account as required by the schemes.

9. Chargebacks and disputes

A chargeback is a forced reversal of a card payment initiated by the cardholder through their issuing bank under the Scheme Rules. When a chargeback is filed against your Business Account:

• the disputed amount is immediately held against your balance until the dispute is resolved;
• the card scheme charges Mando Network a £15 chargeback fee — this fee is charged whether you eventually win the dispute or not;
• Mando Network charges a £5 chargeback administration fee on top, which covers the time our compliance team spends preparing and submitting evidence to the scheme on your behalf;
• the total £20 chargeback fee is debited from your Mando balance immediately when the chargeback is filed, in addition to the disputed amount being held against your balance pending the outcome.

You agree to provide evidence promptly when we request it — usually within 5 Business Days — so that we can represent the transaction to the issuing bank on your behalf. Failure to provide evidence within the scheme deadline will result in the chargeback being lost by default and the full disputed amount being debited from your balance.

10. Fraud prevention and monitoring

You will implement, and maintain, reasonable fraud-prevention measures in your own systems, including: clear merchant descriptor on card statements; clear product descriptions; accurate shipping and delivery information; and cooperation with any fraud investigation we initiate. You will not process transactions that you know or reasonably suspect to be fraudulent, including (but not limited to) transactions where the cardholder name does not match the shipping recipient, transactions for abnormally large amounts, or transactions originating from IP addresses that you know to be associated with fraud networks.

11. Data protection (merchant obligations)

Where you receive personal data of your own customers through Mando (for example, names, email addresses, shipping addresses), you are a data controller in respect of that data and must comply with the UK GDPR and Data Protection Act 2018 in your own right. You will handle such data in accordance with your own published privacy policy, which you will provide to your customers. We act as a joint controller for the limited purpose of fraud prevention and regulatory reporting, and as a processor for the narrow purpose of facilitating the payment.

12. Suspension and termination

We may suspend, limit or close your Business Account under section 15 of the Terms of Service. On closure we will, after the reserve release period, pay out any remaining balance to your nominated UK bank account, subject to any ongoing disputes, chargebacks or regulatory holds. You may close your account at any time from the dashboard.

13. Governing law

This Merchant Agreement, like the Terms of Service, is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.