(Addendum to Merchant Terms of Service / SaaS Agreement)
Last updated: 14.11.2025

These Voucher Commercial Terms (“Terms”) form an addendum to the Agreement between rewardly s.r.o., ID No. 56 441 339, Lermontovova 911/3, Bratislava (“Rewardly” or “Provider”) and the business (“Merchant”).
Where these Terms conflict with the Agreement, these Terms prevail for all Voucher-related services.

1. Definitions

“Voucher” means any digital or physical voucher, coupon, code, credit, pass or similar instrument issued and sold by Rewardly to End Customers.
“End Customer” means a natural or legal person who purchases or receives a Voucher through Rewardly.
“Merchant Services” means goods or services provided by the Merchant to the End Customer upon redemption of a Voucher.
“Voucher Sale Price” means the retail price paid by an End Customer to Rewardly.
“Merchant Settlement Amount” means the amount payable to the Merchant after deductions under these Terms.
“Payment Provider” means a licensed payment institution processing payments for Rewardly (e.g., TrustPay).

2. Nature of Cooperation

2.1 Rewardly acts in its own name as issuer and seller of Vouchers to End Customers.

2.2 The Merchant is solely responsible for fulfilling Merchant Services to End Customers upon valid redemption of a Voucher.

2.3 Vouchers sold by Rewardly are not financial services, not electronic money, and not payment services.
All transfers from Rewardly to the Merchant are commercial settlements, not custody of client funds.

2.4 These Terms govern the commission structure, payouts, chargeback liability, and risk management for Vouchers.

3. Merchant Obligations

3.1 Accurate Descriptions.
The Merchant must ensure all Voucher descriptions, limitations, prices, availability and conditions are accurate and updated.

3.2 Mandatory Acceptance.
The Merchant shall honour every valid, unexpired Voucher presented by an End Customer.

3.3 Quality of Service.
Merchant Services must be performed with the same quality as for non-voucher customers.

3.4 Redemption Verification.
The Merchant shall verify Vouchers using Rewardly’s dashboard, scanning app or API.

3.5 Legal Compliance.
The Merchant shall comply with all applicable consumer, advertising, pricing, safety and service-quality laws.

3.6 Merchant Contact for Complaints.
End Customer complaints relating to Merchant Services must be handled directly by the Merchant.
Rewardly may provide the Merchant’s contact information to the End Customer.

4. Commercial Terms & Commission

4.1 Commission Structure.
The commission rate(s) and settlement frequency are defined in:
(a) the Merchant dashboard campaign settings;
(b) the Order Form; or
(c) a written agreement.
If no rate is stated, Rewardly’s standard commission applies.

4.2 Calculation.
Merchant Settlement Amount =
Voucher Sale Price
minus Rewardly commission
minus refunds
minus chargebacks
minus fraud losses
minus payment provider fees (if applicable).

4.3 Payment Provider Fees.
All chargeback, refund, dispute and processing fees charged by the Payment Provider may be deducted from settlements.

5. Payouts

5.1 Payout Timing.
Rewardly remits Merchant Settlement Amounts on the schedule agreed in the Merchant dashboard or Order Form.

5.2 Conditions for Payout.
Rewardly may withhold or delay payouts if:
(a) excessive complaints or disputes occur,
(b) suspected fraud or misuse arises,
(c) chargeback levels exceed thresholds,
(d) Merchant defaults on fulfilling vouchers,
(e) Rewardly is required by the Payment Provider to hold funds.

5.3 Set-Off Rights.
Rewardly may offset any amounts owed by the Merchant (refunds, penalties, chargebacks, disputes, negative balances) against future payouts.

6. Refunds & Chargebacks

6.1 Refunds Required by Law.
Rewardly may issue refunds to End Customers as required by consumer law (e.g., withdrawal rights).
Such refunds reduce the Merchant Settlement Amount.

6.2 Refunds Due to Merchant Failure.
If a refund is issued because the Merchant:
(a) fails to honour a voucher,
(b) cancels a reservation,
(c) provides poor or defective service,
(d) materially misrepresents services,
the Merchant shall bear the full cost.
Rewardly may deduct these refunds from settlements.

6.3 Chargebacks.
The Merchant is financially responsible for chargebacks related to:

• non-honoured vouchers
• poor service
• fraud linked to Merchant operations
• misleading or inaccurate service descriptions

6.4 Documentation.
The Merchant must provide all evidence requested by Rewardly or the Payment Provider within 5 business days to contest chargebacks.

6.5 Unrecoverable Losses.
If Rewardly cannot recover chargeback losses, the Merchant shall reimburse Rewardly.

7. Risk Management & Suspension

7.1 Suspension Rights.
Rewardly may temporarily disable Voucher sales or redemption if:
(a) the Merchant breaches these Terms,
(b) excessive complaints occur,
(c) the Payment Provider requests suspension,
(d) the Merchant appears insolvent or unable to fulfil Vouchers.

7.2 Permanent Removal.
Rewardly may permanently disable Voucher Services if the Merchant repeatedly violates service quality standards or legal obligations.

8. Merchant Default or Insolvency

8.1 Merchant Default.
If the Merchant:

• ceases operations,
• becomes insolvent,
• refuses to honour vouchers,
• materially breaches these Terms,

Rewardly may, but is not required to:

(a) refund End Customers,
(b) offer alternative compensation,
(c) cancel outstanding vouchers.

8.2 Reimbursement.
All related costs (refunds, chargebacks, compensation) shall be reimbursed by the Merchant or deducted from future payouts.

9. Liability & Indemnity

9.1 Merchant Liability.
The Merchant is solely liable for Merchant Services and all legal claims arising from:

• quality of service,
• safety, health or hygiene issues,
• refusal to honour vouchers,
• misleading service descriptions,
• damage or loss caused to End Customers.

9.2 Rewardly Liability.
Rewardly’s liability is limited to amounts charged as commission for the applicable Voucher.

9.3 Indemnification.
The Merchant shall indemnify Rewardly against all claims, fines, legal costs and losses arising from Merchant Services or Merchant wrongdoing.

10. Data Protection

Processing of personal data under Voucher Services is governed by the DPA included in the main Agreement.

11. Term & Termination

11.1 These Terms remain in force for as long as the Merchant uses Voucher Services.

11.2 Rewardly may terminate Voucher Services immediately for serious breaches, fraud or reputational risk.

12. Governing Law

Governed by Slovak law.
Disputes fall under the exclusive jurisdiction of courts in Bratislava, Slovakia.

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