General Terms and Conditions
Version 1.0 • Effective Date: 26.02.2026
IMPORTANT: Please read these Terms carefully. By accessing or using the dominaite Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use the Platform.
1. Definitions and Interpretation
Definitions
In these Terms, unless the context requires otherwise:
- "Acquirer" or "Acquiring Bank" means a licensed financial institution that processes card transactions and settles funds to Merchants, as disclosed during onboarding.
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- "Applicable Law" means all laws, regulations, directives, regulatory requirements, and codes of practice applicable to the subject matter of these Terms, including but not limited to PSD2, GDPR, AML Directives, and Card Scheme Rules.
- "Business Day" means a day other than a Saturday, Sunday, or public holiday in Bulgaria.
- "Business Partner AI" means our artificial intelligence assistant feature that provides business insights, recommendations, and operational support.
- "Card Scheme" means Visa, Mastercard, American Express, or any other payment card network whose cards are accepted through the Platform.
- "Card Scheme Rules" means the rules, regulations, operating procedures, and guidelines issued by any Card Scheme, as amended from time to time.
- "Cardholder" means the authorized user of a payment card who initiates a Transaction with a Merchant.
- "Chargeback" means a reversal of a Transaction initiated by an Issuer on behalf of a Cardholder in accordance with Card Scheme Rules.
- "Confidential Information" means all information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
- "Customer Data" means any personal data or other information relating to the Merchant's customers that is processed through the Platform.
- "Data Protection Laws" means all applicable data protection and privacy legislation including GDPR (Regulation (EU) 2016/679), the Bulgarian Personal Data Protection Act, and any successor legislation.
- "Device" means any payment terminal, card reader, or hardware provided or approved by dominaite for use with the Platform.
- "dominaite", "we", "us", "our" means dominaite EOOD, a company incorporated in Bulgaria (UIC 208557619), with registered address at str. Dr. Miron Ignatiev No. 11, fl. 2, ap. 4, Primorski, 9010 Varna, Bulgaria.
- "dominaite Service" means the software services provided by dominaite, including POS integration functionality, invoicing, loyalty programs, inventory management, analytics, and Business Partner AI.
- "Effective Date" means the date on which these Terms become binding, as specified above or upon your first use of the Platform.
- "Force Majeure Event" has the meaning given in Section 16.
- "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation).
- "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, database rights, design rights, and all other intellectual property rights, whether registered or unregistered.
- "Issuer" means the financial institution that issued the payment card used by a Cardholder.
- "Merchant", "you", "your" means the business entity or sole proprietor that registers to use the Platform.
- "Merchant Agreement" means the agreement between the Merchant and the Payment Partner governing payment processing services.
- "Payment Partner" means the licensed third-party payment service provider(s) and/or Acquiring Bank(s) that provide payment processing services, as disclosed during onboarding.
- "Payment Services" means payment acceptance and processing services provided by Payment Partners through the Platform.
- "PCI DSS" means the Payment Card Industry Data Security Standard, as published and amended by the PCI Security Standards Council.
- "Platform" means the dominaite software platform, including all web applications, mobile applications, APIs, and related technology.
- "Pricing Agreement" means the separate agreement or schedule specifying the fees payable for the Services.
- "Prohibited Activity" has the meaning given in Section 7.
- "PSD2" means Directive (EU) 2015/2366 on payment services in the internal market.
- "Sanctions" means economic or financial sanctions imposed by the EU, UN, US (OFAC), UK, or any other relevant authority.
- "SCA" means Strong Customer Authentication as required under PSD2.
- "Services" means, collectively, the Platform Services and, where enabled, access to Payment Services.
- "Transaction" means a payment transaction initiated through the Platform.
Structure and Scope of the Agreement
These General Terms and Conditions ("GTCs") constitute the core framework of the legal relationship between dominaite and the Merchant. The complete legal agreement between you and dominaite (the "Agreement") consists of these GTCs and the following incorporated documents (collectively, the "Service Documents"):
- (a) The Pricing Schedule: The document(s) setting out the specific Fees, charges, and rates applicable to the Services you use.
- (b) The Device Agreement: The terms governing the sale, lease, rental, or licensing of hardware (e.g., POS terminals) and SoftPOS solutions.
- (c) The Data Processing Agreement ("DPA"): The terms governing the processing of Personal Data on your behalf.
- (d) The Acceptable Use Policy ("AUP"): The rules defining prohibited and restricted activities, including specific restrictions for high-risk verticals.
- (e) The Privacy Policy and Cookies Policy: Our policy describing how we collect, use, and protect data, including for the training of proprietary AI models.
- (f) Specific Product Terms: Any additional terms applicable to specific modules or services (e.g., Loyalty, Inventory) that you activate.
- (g) Any PoA or other document that we might present to you during onboarding: In some cases, our partners might request that you provide us with a PoA in order for us to onboard you directly with them. In such cases, you will be asked to e-sign or electronically approve such documents on our platform.
Acceptance and Integration
By accepting these GTCs—whether by click-through acceptance, electronic signature, or by accessing or using any part of the Services—you expressly acknowledge and agree to be bound by all Service Documents listed in Section 1.1. The Service Documents form a single, integrated agreement.
Order of Precedence
In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply (from highest priority to lowest):
- The Pricing Schedule (solely regarding Fees and commercial terms);
- The Specific Product Terms (if applicable to the specific Service in dispute);
- The Data Processing Agreement (DPA);
- The Device Agreement;
- These General Terms and Conditions (GTCs);
- The Acceptable Use Policy (AUP); and
- The Privacy Policy.
Interpretation
In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) a reference to a statute includes all regulations and amendments; (d) "including" means "including without limitation"; and (e) references to Sections are to sections of these Terms.
2. Regulatory Status and Relationship
dominaite's Status
dominaite is a technology provider that offers a comprehensive business operating system designed to serve as the digital headquarters for businesses. The Platform integrates essential administrative and business tools - including Point of Sale (POS) software, inventory management, invoicing, and Customer Relationship Management (CRM) - with an advanced AI-driven Intelligence Layer. By capturing and structuring operational data, dominaite enables Merchants to leverage business insights, automate workflows, and access third-party financial services through a unified interface.
dominaite is a technology company that provides business management software. dominaite is NOT:
- A bank or credit institution
- A payment institution or electronic money institution licensed under PSD2
- An Acquirer or payment processor
- A money transmitter or remittance service provider
- A financial services provider requiring regulatory authorization
dominaite acts solely as a technology intermediary, providing software that enables Merchants to access Payment Services from licensed Payment Partners.
Payment Partner Relationship
Payment Services are provided exclusively by licensed Payment Partners, not by dominaite. When you enable Payment Services:
- (a) You enter into a direct contractual relationship with the Payment Partner under the Merchant Agreement. In some limited cases we might ask you to provide us with a PoA in order for us to enter in these relationships on your behalf;
- (b) The Payment Partner is the regulated entity responsible for payment processing, SCA, funds settlement, and compliance with payment services regulations;
- (c) The Payment Partner's terms and conditions will govern all aspects of payment processing; and
- (d) dominaite's role is limited to providing the software interface and transmitting data between you and the Payment Partner.
No Agency
Nothing in these Terms creates an agency, partnership, or joint venture relationship between you and dominaite. dominaite does not act as your agent in relation to Payment Services or transactions with Cardholders.
3. Platform Services
Services Provided
Subject to these Terms, dominaite grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business operations. Platform Services include:
- Point of Sale (POS) system and mobile application
- Invoicing, quoting, and billing tools
- Customer relationship management features
- Loyalty program and customer engagement tools
- Inventory and product catalog management
- Business analytics, reporting, and dashboards
- Business Partner AI assistant
- Integration capabilities with Payment Services
Business Partner AI
The Business Partner AI feature provides intelligent recommendations and insights tailored to your business. We are committed to continuously improving the accuracy, relevance, and effectiveness of these recommendations.
Your business data processed through Business Partner AI is used solely for the benefit of your business. We do not share your identifiable business data with other merchants or third parties except as necessary to provide the Services. To improve our AI models, we may use anonymized patterns and aggregated, encrypted data that cannot be traced back to you or your customers.
You acknowledge that:
- (a) While we strive for accuracy, AI-generated recommendations are based on available data and patterns, and business outcomes may vary;
- (b) Recommendations should be considered alongside your own business judgment and knowledge of your specific circumstances;
- (c) AI recommendations do not constitute professional advice (legal, financial, tax, or otherwise) and you should consult qualified professionals for such matters;
- (d) In accordance with GDPR Article 22, you have the right to request human review of any significant automated decision; and
- (e) We continuously work to enhance the AI's capabilities, and you may provide feedback to help improve recommendations.
Scope & Transparency
The Business Partner AI is a "Limited Risk" AI system designed solely for operational assistance, ERP configuration, and business intelligence. It is NOT a credit scoring system. dominaite does not evaluate the creditworthiness of the Merchant or any natural person.
No Financial Advice
The outputs provided by the AI (including cashflow forecasts and behavioral insights) are for informational purposes only and do not constitute financial, legal, or tax advice. You agree not to rely on AI outputs as the sole basis for critical business decisions (e.g., tax filings or loan applications) without independent verification.
Prohibition on Secondary Use
You shall not use any data or "scores" derived from the Business Partner AI for the purpose of determining eligibility for credit, insurance, or employment.
Service Availability
We target high availability of the Platform but do not guarantee uninterrupted service. Service may be affected by:
- Scheduled maintenance (with reasonable advance notice where practicable)
- Emergency maintenance for security or stability
- Third-party service interruptions
- Force Majeure Events
- Actions or omissions by you or your users
Modifications
We may modify, enhance, or discontinue features of the Platform with reasonable notice. Material changes that significantly reduce core functionality will be communicated at least thirty (30) days in advance, during which you may terminate without penalty.
4. Payment Services
Third-Party Provision
Payment Services are provided by licensed Payment Partners, not dominaite. dominaite facilitates your access to Payment Services but does not provide such services directly. Your use of Payment Services is subject to:
- (a) The Merchant Agreement with the Payment Partner;
- (b) Card Scheme Rules;
- (c) Applicable Law, including PSD2 and local payment services regulations; and
- (d) Any additional terms communicated during onboarding.
Payment Partner Responsibilities
The Payment Partner is responsible for:
- Authorization, clearing, and settlement of Transactions
- Implementation of SCA and fraud prevention measures
- Handling and settlement of funds
- Compliance with Card Scheme Rules
- Regulatory compliance under payment services legislation
- Payout processing to your designated bank account
dominaite's Limited Role
dominaite's role in Payment Services is strictly limited to:
- Providing software interfaces for Transaction initiation
- Transmitting Transaction data to Payment Partners
- Displaying Transaction history and reports
- Providing Device management and configuration
- Coordinating customer support with Payment Partners
Important: If you have any claims regarding unauthorized transactions or similar, you will have to lodge a complaint with the licensed Payment Partner, who processed the transaction. You can do this through dominaite's support channels, published below.
Funds
dominaite does not at any time receive, hold, control, or have access to Transaction funds.
All funds flow directly from the Card Scheme to the Acquirer to your designated bank account. Settlement timing and procedures are determined by the Payment Partner's terms.
Fees
Fees for Payment Services are set forth in your Pricing Agreement and may include:
- Transaction fees (percentage-based and/or fixed per-transaction)
- Monthly or subscription fees
- Device rental or purchase fees
- Chargeback fees
- Any applicable taxes
dominaite will provide clear fee information before you activate Payment Services. Fees may be collected by deduction from settlements or by direct billing, as specified in your Pricing Agreement.
Chargebacks and Disputes
You are liable for all Chargebacks, regardless of the reason. You must:
- (a) Maintain records sufficient to respond to Chargeback inquiries;
- (b) Respond to Chargeback notices within required timeframes;
- (c) Cooperate with investigations by dominaite, Payment Partners, and Card Schemes;
- (d) Accept that Chargeback decisions by Card Schemes are final; and
- (e) Reimburse any amounts debited from your account or deducted from settlements in relation to Chargebacks.
Excessive Chargebacks may result in suspension, termination, or enrollment in Card Scheme monitoring programs at your cost.
5. Merchant Eligibility and Registration
Eligibility Requirements
To use the Platform Services, you must:
- (a) Be a legally registered business entity or authorized sole proprietor;
- (b) Have authority to bind your business to these Terms;
- (c) Operate a legitimate business in compliance with Applicable Law;
- (d) Not be engaged in any Prohibited Activity; and
- (e) Not be subject to Sanctions or otherwise restricted from receiving services.
Payment Services Approval
Approval for Payment Services is subject to the independent decision of the Payment Partner.
While dominaite facilitates the onboarding process, the Payment Partner (including the Acquirer) has sole discretion to accept or reject your application for Payment Services based on their own risk assessment, compliance requirements, and underwriting criteria. dominaite does not guarantee approval for Payment Services and is not responsible for any rejection by a Payment Partner.
Registration and Verification
During registration, you must provide accurate, complete, and current information including:
- Legal business name and registration details
- Business address and contact information
- Beneficial ownership information
- Bank account details for settlements
- Tax identification numbers
- Identity documents for authorized representatives
You authorize dominaite and Payment Partners to verify this information and conduct background checks, including KYC/AML screening, credit checks, and searches of industry databases (such as MATCH/TMF). This information will be shared with Payment Partners to facilitate their underwriting and approval process.
Ongoing Obligations
You must promptly notify us of any material changes to your business, including:
- Changes to legal structure, ownership, or control
- Changes to business activities or product/service offerings
- Changes to bank account details
- Material adverse events affecting your business
- Any investigation, enforcement action, or litigation
6. Your Obligations
General Compliance
You must comply with all Applicable Laws, including:
- Consumer protection laws and regulations
- Data Protection Laws (including GDPR)
- Tax laws and reporting requirements
- AML/CFT regulations
- Industry-specific regulations applicable to your business
- Card Scheme Rules
Payment Card Security
dominaite's Platform and Devices are designed to be PCI DSS compliant, meaning that merchants using our standard payment acceptance methods do not need to obtain their own PCI DSS certification. The Platform processes card data in a manner that minimizes your compliance burden.
If you choose to handle raw card data directly (such as manually entering card numbers or integrating directly with payment gateways outside of our standard flows), you assume responsibility for PCI DSS compliance for those activities. This includes:
- (a) Completing required Self-Assessment Questionnaires (SAQs);
- (b) Not storing prohibited card data (CVV, PIN, magnetic stripe data);
- (c) Protecting any cardholder data in your possession; and
- (d) Using only PCI-compliant service providers for such activities.
Regardless of how you accept payments, you must immediately report any suspected data compromise to dominaite and cooperate with any required forensic investigations. Non-compliance may result in fines from Card Schemes, which you must bear.
Transaction Conduct
You must:
- (a) Only submit Transactions arising from bona fide sales of your goods or services;
- (b) Not split Transactions to avoid authorization limits or circumvent fraud controls;
- (c) Not process Transactions on behalf of third parties (factoring);
- (d) Provide clear and accurate Transaction descriptors recognizable to Cardholders;
- (e) Honor all valid cards presented without discrimination;
- (f) Display required Card Scheme acceptance marks;
- (g) Comply with surcharging rules under PSD2 and Card Scheme Rules; and
- (h) Maintain a clear refund and cancellation policy disclosed to customers.
Record Keeping
You must maintain complete and accurate records of all Transactions for at least five (5) years or such longer period as required by law. Records must be provided to dominaite, Payment Partners, or Card Schemes upon request within the timeframes specified.
Consumer-Facing Obligations
If you sell to consumers (B2C), you must comply with applicable consumer protection laws, including:
- Providing clear pricing information
- Honoring statutory cancellation and return rights
- Providing required pre-contractual information
- Handling complaints in accordance with regulatory requirements
7. Prohibited Activities
Absolute Prohibitions
You may not use the Services for any of the following, which constitute material breach:
- (a) Money laundering, terrorist financing, or sanctions evasion;
- (b) Fraud, including friendly fraud, collusion, or Transaction manipulation;
- (c) Sale or distribution of illegal goods or services;
- (d) Child exploitation material or services;
- (e) Human trafficking or forced labor;
- (f) Weapons (firearms, ammunition, explosives) except where lawfully licensed;
- (g) Unlicensed pharmaceutical sales;
- (h) Pyramid schemes, Ponzi schemes, or multi-level marketing violations;
- (i) Counterfeit goods or intellectual property infringement;
- (j) Processing Transactions for third parties without authorization (factoring); or
- (k) Any activity that violates Card Scheme Rules or could result in card program termination.
Restricted Activities
The following activities require prior written approval and may be subject to additional terms, enhanced monitoring, or higher fees:
- Online gambling, gaming, or betting (where licensed)
- Adult entertainment and dating services
- Cryptocurrency, virtual currencies, or NFTs
- Tobacco, vaping, and related products
- CBD, cannabis, or hemp products (where legal)
- Nutraceuticals, supplements, and weight loss products
- Travel agencies and tour operators
- Subscription services and negative option billing
- Telemarketing and direct marketing
- Debt collection services
- Money services businesses
Consequences
Engaging in Prohibited Activities may result in immediate suspension or termination, reporting to authorities, reserve requirements, financial liability for losses, and listing on Card Scheme databases (MATCH/TMF).
8. Data Protection and Privacy
Data Controller Status
You are the data controller for Customer Data collected in connection with your business operations. dominaite acts as a data processor in relation to Customer Data processed on your behalf through the Platform.
Further information about our data processing practices can be found in the dominaite Privacy Policy and the Data Processing Agreement.
9. Intellectual Property
dominaite IP
The Platform, including all software, designs, algorithms, trade secrets, trademarks, and content, is owned by dominaite or its licensors. These Terms grant you only a limited license to use the Platform as expressly permitted and do not transfer any ownership rights.
Restrictions
You may not:
- (a) Copy, modify, adapt, or create derivative works of the Platform;
- (b) Reverse engineer, decompile, or disassemble any part of the Platform;
- (c) Remove or alter any proprietary notices;
- (d) Use the Platform to build a competing product;
- (e) Sublicense, sell, resell, or transfer your rights; or
- (f) Use dominaite's trademarks without prior written consent.
Your Content
You retain ownership of your business data and content uploaded to the Platform. You grant dominaite a license to use such content solely to provide the Services and improve our products.
Feedback
If you provide feedback, suggestions, or ideas regarding the Platform, you grant dominaite an unrestricted, royalty-free license to use such feedback for any purpose.
10. Fees and Payment
Fee Structure
Fees for Services are specified in your Pricing Agreement. Fees may be collected by:
- (a) Deduction from settlement amounts;
- (b) Direct debit from your designated bank account; or
- (c) Invoice payable within the period specified.
Fee Changes
We may modify fees with at least thirty (30) days' written notice. Continued use after the effective date of fee changes constitutes acceptance. You may terminate without penalty if you notify us before the effective date.
Taxes
Fees are exclusive of VAT and other applicable taxes, which will be added where required by law. You are responsible for any taxes arising from your use of the Services.
Late Payment
Overdue amounts bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend Services if payment is more than fifteen (15) days overdue.
Disputes
Fee disputes must be raised in writing within thirty (30) days of the invoice or deduction. Undisputed amounts remain due pending resolution.
11. Devices and Hardware
Provision
Devices may be provided on a purchase, rental, or loan basis as specified in your Pricing Agreement. Unless expressly sold, Devices remain the property of dominaite or its suppliers.
Your Responsibilities
You must:
- (a) Use Devices only with the Platform and for their intended purpose;
- (b) Not modify, tamper with, or attempt to repair Devices;
- (c) Protect Devices from damage, theft, and unauthorized access;
- (d) Promptly report any Device malfunction, loss, or theft; and
- (e) Allow dominaite to perform remote updates and maintenance.
Return
Upon termination, you must return all non-purchased Devices within fourteen (14) days in good working condition, normal wear excepted. Failure to return Devices or return of damaged Devices may result in charges as specified in your Pricing Agreement.
Security
Devices may contain security features. Any tampering, unauthorized access attempts, or security breaches must be immediately reported. You are responsible for any losses resulting from compromised Devices in your possession.
12. Liability and Disclaimers
Platform "As Is"
The Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
Payment Services Disclaimer
dominaite is not responsible for the acts or omissions of Payment Partners. This includes but is not limited to:
- Transaction failures or declines
- Settlement delays or errors
- Chargeback or dispute outcomes
- Payment Partner insolvency or service discontinuation
- Regulatory actions against Payment Partners
Limitation of Liability
To the maximum extent permitted by applicable law:
- (a) dominaite's total aggregate liability for any claims arising from or related to these Terms shall not exceed the greater of: (i) the fees paid by you to dominaite in the twelve (12) months preceding the claim; or (ii) one thousand euros (€1,000);
- (b) dominaite shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption; and
- (c) dominaite shall not be liable for damages arising from Force Majeure Events, third-party services, or your breach of these Terms.
Exceptions
Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of obligations implied by law that cannot be excluded; or (d) any other liability that cannot be excluded under Applicable Law.
Your Liability
You are liable for:
- (a) All Transactions submitted through your account;
- (b) All Chargebacks, refunds, and related fees;
- (c) Fines and penalties imposed by Card Schemes arising from your actions;
- (d) Losses arising from your breach of these Terms or Applicable Law; and
- (e) Claims by third parties arising from your use of the Services.
13. Indemnification
Your Indemnity
You shall indemnify, defend, and hold harmless dominaite and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
- (a) Your breach of these Terms;
- (b) Your violation of Applicable Law or Card Scheme Rules;
- (c) Your negligence or willful misconduct;
- (d) Disputes with your customers;
- (e) Any claim that your use of the Services infringes third-party rights; or
- (f) Any Prohibited Activity.
Process
dominaite will: (a) notify you promptly of any claim; (b) provide reasonable assistance in the defense; and (c) not settle any claim without your consent (not to be unreasonably withheld). You may not settle any claim in a manner that admits fault on dominaite's behalf without our prior written consent.
14. Term and Termination
Term
These Terms commence on the Effective Date and continue until terminated in accordance with this Section.
Termination by You
You may terminate at any time by providing thirty (30) days' written notice and settling all outstanding obligations. Certain service commitments may require longer notice periods as specified in your Pricing Agreement.
Termination by dominaite
dominaite may terminate:
- (a) For convenience, with sixty (60) days' written notice;
- (b) Immediately, if you breach any material term and (where capable of remedy) fail to remedy within fourteen (14) days of notice;
- (c) Immediately, if you engage in Prohibited Activities;
- (d) Immediately, if you become insolvent, enter administration, or cease trading;
- (e) Immediately, if required by law, regulation, or Card Scheme Rules; or
- (f) Immediately, if the Payment Partner terminates, suspends, or declines to continue your Merchant Agreement (such decisions are made by the Payment Partner in their sole discretion and dominaite has no control over them).
Suspension
dominaite may suspend Services without terminating if: (a) we reasonably suspect fraud or Prohibited Activity; (b) required by a Payment Partner or Card Scheme; (c) your Chargeback rate exceeds acceptable thresholds; or (d) you fail to pay amounts due. We will notify you of suspensions and the steps required for reinstatement where possible.
Effect of Termination
Upon termination:
- (a) Your license to use the Platform immediately terminates;
- (b) You must return all Devices within fourteen (14) days;
- (c) All outstanding fees become immediately due;
- (d) We may retain a reserve from final settlements for up to one hundred eighty (180) days to cover potential Chargebacks;
- (e) You must delete all dominaite Confidential Information; and
- (f) Provisions that by their nature should survive (including Sections 8, 9, 12, 13, 17, and 18) shall survive termination.
15. Reserves and Security
Reserve Rights
dominaite or the Payment Partner may establish a reserve by withholding a percentage of settlements if:
- (a) Your Chargeback rate exceeds Card Scheme thresholds;
- (b) There is a significant change in your Transaction patterns;
- (c) We reasonably believe there is elevated risk; or
- (d) Required by Card Scheme Rules or the Payment Partner.
Use of Reserve
Reserves may be used to cover Chargebacks, refunds, fines, fees, or other amounts you owe. Reserve amounts will be returned after the reserve period ends and all outstanding obligations are satisfied.
16. Force Majeure
Definition
"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: natural disasters; acts of war, terrorism, or civil unrest; government actions or embargoes; pandemic or epidemic; failure of public utilities or telecommunications; cyberattacks affecting critical infrastructure; or failure of third-party services essential to the Platform (excluding Payment Partner issues related to ordinary course processing).
Effect
Neither party shall be liable for failure to perform obligations (except payment obligations) to the extent caused by a Force Majeure Event. The affected party must: (a) notify the other party promptly; (b) use reasonable efforts to mitigate the impact; and (c) resume performance as soon as practicable.
Extended Force Majeure
If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms without penalty upon written notice.
17. Confidentiality
Obligations
Each party shall maintain the confidentiality of the other party's Confidential Information and not disclose it to third parties except: (a) to employees, agents, and contractors who need to know; (b) as required by law or regulation; (c) to professional advisors; or (d) with the other party's written consent.
Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the recipient before disclosure; (c) is independently developed; or (d) is received from a third party without restriction.
Duration
Confidentiality obligations survive termination for five (5) years, except for trade secrets which remain confidential indefinitely.
18. Dispute Resolution and Governing Law
Governing Law
These Terms are governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to conflict of law principles.
Informal Resolution
Before initiating formal proceedings, the parties shall attempt to resolve disputes through good faith negotiations. Either party may initiate negotiations by written notice describing the dispute. The parties shall meet (in person or remotely) within fourteen (14) days to attempt resolution.
Mediation
If negotiations fail within thirty (30) days, either party may refer the dispute to mediation under the rules of the Bulgarian Chamber of Commerce and Industry. The mediation shall take place in Sofia, Bulgaria, in English.
Arbitration or Litigation
If mediation fails within sixty (60) days of referral, either party may:
- (a) Refer the dispute to binding arbitration under the Rules of Arbitration of the Bulgarian Chamber of Commerce and Industry, with one arbitrator, in Sofia, Bulgaria, in English; or
- (b) Submit the dispute to the exclusive jurisdiction of the courts of Varna, Bulgaria.
Injunctive Relief
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
19. General Provisions
Entire Agreement
These Terms and their integral parts expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions and agreements.
Amendments
We may amend these Terms by posting updated terms on our website and providing notice. Material changes will have at least thirty (30) days' notice. Continued use after the effective date constitutes acceptance. You may terminate without penalty if you object to material changes by notifying us before the effective date.
Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to any Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
Severability
If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force.
Waiver
No failure or delay in exercising any right constitutes a waiver. No waiver is effective unless in writing signed by the waiving party.
Notices
Notices must be in writing and delivered by email (with confirmation), recognized courier, or registered mail to the addresses specified in your account or these Terms. Email notices to dominaite should be sent to: legal@dominaite.com
Third-Party Rights
Except as expressly stated, nothing in these Terms confers rights on any third party to enforce any term. Payment Partners are intended third-party beneficiaries of provisions related to Payment Services.
Language
These Terms are provided in English. In case of translation, the English version prevails.
Relationship
The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.
Export Compliance
You shall comply with all applicable export control laws and Sanctions. You represent that you are not located in, or a resident of, any country subject to comprehensive Sanctions, and are not a Sanctions-designated person or entity.
20. Contact Information
For questions about these Terms or the Services:
- dominaite EOOD
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