These ISV Partner Program Terms ("Program Terms") govern your participation in the payware ISV Partner Program ("Program"). These Program Terms apply to you upon your active acceptance within the payware Partner Portal, or upon your execution of an Addendum that incorporates these Program Terms by reference. These Program Terms are in addition to the payware Independent Software Vendor Account Terms and the Payment Information Exchange Services Agreement for ISV Accounts (collectively, the "Base ISV Terms").
These Program Terms incorporate the payware Framework Agreement by reference. In the event of a conflict, the hierarchy of documents set out in the Framework Agreement applies.
In the event of conflict between these Program Terms and the Base ISV Terms, these Program Terms shall prevail with respect to partnership tier status, revenue sharing, and related benefits and obligations.
The payware ISV Partner Program is a tiered partnership framework that rewards ISVs for integrating payware account-to-account payment capabilities into their platforms and actively growing merchant adoption. Each tier provides increasing benefits in exchange for increasing commitments.
"Partner" means you, the ISV participating in the Program under these Program Terms.
"Active Merchant" means your Customer that has processed at least five (5) unique Transactions with a minimum aggregate value of five hundred euros (500 EUR or EUR equivalent) through the payware platform within the preceding ninety (90) days. Transactions between the Customer and entities under common ownership or control with the Partner, or Transactions that payware reasonably determines are artificially generated to inflate merchant counts, shall not count toward Active Merchant status.
"Monthly Processed Volume" or "MPV" means the total monetary value (in EUR or EUR equivalent) of account-to-account transactions processed through the payware platform by all of your Customers within a calendar month.
"Market Category" means the classification (Category A, B, or C) assigned to each country in the payware Market Classification Schedule, as published and maintained separately.
"Qualifying Period" means three (3) consecutive calendar months during which you meet or exceed the eligibility thresholds for a given tier or level.
"Recent Merchant Base" means the total number of your Customers onboarded to the payware platform within the preceding twelve (12) months.
"Transaction Fees" means the per-transaction fees deducted by the participating payment institutions from your Customers' (Merchants') accounts for account-to-account transactions processed through the payware platform, to the extent such fees constitute the payware Share actually received by payware.
"Partner Identifier" means the unique identifier issued by payware to you upon your acceptance into the Program, which a prospective ISV may enter during registration to designate you as the Referring ISV under the Growth Program.
"Referring ISV" means an ISV Program participant whose Partner Identifier has been entered at registration by another prospective ISV in accordance with Section 5.6, and who is entitled to receive the Referrer Sub-Commission in respect of the resulting Referred ISV.
"Referred ISV" means an ISV who, during registration, entered a Referring ISV's Partner Identifier, satisfied the same-type validation, and subsequently satisfied the Activation Gate set out in Section 5.6(b).
"Referrer Sub-Commission" means the Growth Program sub-commission payable by payware to a Referring ISV in respect of its Referred ISV, calculated and paid in accordance with Section 5.6.
"Reported Data" means any information provided to you by payware in your capacity as a Referring ISV in connection with the Referrer Sub-Commission, including the monthly statements and Partner Portal reports described in Section 5.6(f), together with any transaction volume, frequency, seasonality, or behavioral data that can reasonably be inferred from such information regarding a Referred ISV or its merchant portfolio.
The entry-level tier for all ISVs upon registration and successful integration.
Revenue Share: 7.5% of Transaction Fees generated by your Customers.
Eligibility:
Benefits:
Obligations:
For ISVs that actively distribute payware payment capabilities to their merchant base and demonstrate consistent growth in processed volume.
Revenue Share: 7.5% to 15% of Transaction Fees generated by your Customers, determined by Monthly Processed Volume and Active Merchant count as set out in Section 4.
Eligibility:
Benefits:
All Technology Partner benefits, plus:
Obligations:
All Technology Partner obligations, plus:
The highest tier, reserved for ISVs with significant merchant networks and deep strategic alignment with payware. Strategic Partner status requires a separate ISV Strategic Partner Addendum.
Revenue Share: 15% to 25% of Transaction Fees generated by your Customers, as defined in the ISV Strategic Partner Addendum based on committed performance targets and mutual investment.
Eligibility:
Benefits:
All Reseller Partner benefits, plus:
Obligations:
All Reseller Partner obligations, plus:
The Reseller Partner revenue share rate is determined by your Monthly Processed Volume (MPV) and Active Merchant count, measured against the thresholds for your applicable Market Category. You must meet both the MPV threshold and the Active Merchant minimum to qualify for each level.
| Level | Monthly Processed Volume (EUR) | Active Merchants (min.) | Revenue Share |
|---|---|---|---|
| Level 1 | Up to 100,000 | 25 | 7.5% |
| Level 2 | 100,001 - 500,000 | 50 | 10% |
| Level 3 | 500,001 - 2,000,000 | 150 | 12.5% |
| Level 4 | 2,000,001+ | 300 | 15% |
| Level | Monthly Processed Volume (EUR) | Active Merchants (min.) | Revenue Share |
|---|---|---|---|
| Level 1 | Up to 500,000 | 50 | 7.5% |
| Level 2 | 500,001 - 2,000,000 | 100 | 10% |
| Level 3 | 2,000,001 - 10,000,000 | 250 | 12.5% |
| Level 4 | 10,000,001+ | 500 | 15% |
| Level | Monthly Processed Volume (EUR) | Active Merchants (min.) | Revenue Share |
|---|---|---|---|
| Level 1 | Up to 2,000,000 | 50 | 7.5% |
| Level 2 | 2,000,001 - 10,000,000 | 100 | 10% |
| Level 3 | 10,000,001 - 50,000,000 | 250 | 12.5% |
| Level 4 | 50,000,001+ | 500 | 15% |
Each country is assigned a Market Category (A, B, or C) in the payware Market Classification Schedule. The Market Classification Schedule is maintained by payware and may be updated periodically to reflect new market entries and changes in market conditions.
If you operate in multiple countries, you are assessed based on your primary market, defined as the Market Category of the country where you process the highest Monthly Processed Volume. You may request an alternative assessment by contacting your payware account representative.
For transactions processed in currencies other than EUR, MPV is calculated using the European Central Bank reference exchange rate on the last business day of each calendar month.
Revenue share is calculated as the applicable percentage of Transaction Fees collected by payware from your Customers for account-to-account transactions processed through your platform.
Revenue share payments are calculated monthly. payware shall provide a statement of the calculated revenue share within five (5) business days following the end of each calendar month, and the Partner shall issue a valid tax invoice for this amount. Revenue share payments shall be paid within thirty (30) days of receipt of the valid invoice, subject to the minimum payout threshold in Section 5.3.
The minimum payout threshold is twenty-five euros (25 EUR). If your accrued revenue share for a given month is below the minimum payout threshold, the amount will be carried forward and aggregated with subsequent months' revenue share until the cumulative balance meets or exceeds the threshold.
payware provides you with access to monthly reports through the Partner Portal showing:
Each party is responsible for its own tax obligations arising from the revenue sharing arrangement. Revenue share payments are exclusive of any applicable taxes, which shall be added where required by law.
The payware Growth Program enables an ISV Program participant to refer another prospective ISV to payware and to receive a Referrer Sub-Commission on the Referred ISV's revenue share, subject to the activation, duration, and use-of-data rules set out in this Section 5.6. Growth Program referrals are same-type only: an ISV may refer only other ISVs. Cross-type referrals (for example, an ISV purporting to refer a merchant or a bank) are rejected at attribution.
(a) Attribution by Partner Identifier. A prospective ISV may elect, during registration, to enter the Partner Identifier of an existing ISV Program participant. Partner Identifiers may also be shared as a referral link that pre-fills the identifier in the registration form. Attribution is established only at registration, cannot be set or changed retroactively, and is subject to same-type validation. Only one referral level applies: rewards attach to direct referrals only and not to referrals-of-referrals.
(b) Activation Gate. The prospective ISV becomes a Referred ISV only once the merchants it onboards to payware as new registrations (excluding merchants transferred to it via authorization-only from another ISV) have collectively processed a minimum aggregate Monthly Processed Volume, measured as Transactions successfully processed through the payware platform, within ninety (90) days of the Referred ISV's signup. If the Activation Gate is not met within that window, the referral attribution expires and no Referrer Sub-Commission or Elevated Tier entitlement arises. The applicable threshold and volume tier schedule are as set out in Section 5.6(c).
(c) Referrer Sub-Commission. Where the Activation Gate is satisfied, the Referring ISV is entitled to a Referrer Sub-Commission equal to fifteen percent (15%) of the payware revenue share earned by the Referred ISV under these Program Terms, for a duration determined by the Referred ISV's activation-period volume tier:
| Referred ISV activation-period portfolio volume | Referrer Sub-Commission duration |
|---|---|
| Below the Activation Gate minimum | No Sub-Commission; referral expires |
| Activation Gate minimum to Tier 1 ceiling | 12 months |
| Tier 1 ceiling to Tier 2 ceiling | 18 months |
| Tier 2 ceiling and above | 24 months |
The specific volume amounts defining the Activation Gate minimum and the Tier 1 and Tier 2 ceilings are as published by payware on the Growth Program page and may be calibrated per market in accordance with Section 12.1 and Section 12.2. The Sub-Commission accrues monthly from the first full calendar month following activation, is paid under the same invoicing and minimum-payout mechanics as Section 5.2 and Section 5.3, and ends at the expiry of the applicable duration without further notice.
(d) Referred ISV Elevated Tier. Where the Activation Gate is satisfied, the Referred ISV's revenue share rate is set to fifteen percent (15%) ("Elevated Tier") for the same duration applicable to the Referrer Sub-Commission under Section 5.6(c), in place of the rate that would otherwise apply under Sections 3 and 4. The Elevated Tier applies only to Transactions from merchants onboarded to the Referred ISV as new registrations after the Referred ISV's creation date and does not apply to merchants transferred via authorization-only from another ISV, which earn at the standard rate. Upon expiry of the Elevated Tier duration, the Referred ISV reverts to the revenue share rate determined by Sections 3 and 4 on the basis of the Referred ISV's then-current Monthly Processed Volume and Active Merchant count.
(e) Consent of the Referred ISV. A prospective ISV's entry of a Partner Identifier at registration, followed by acceptance of these Program Terms, constitutes the Referred ISV's informed consent to: (i) the payment of the Referrer Sub-Commission by payware to the Referring ISV for the applicable duration; (ii) payware's provision to the Referring ISV of the monthly statements and reports described in Section 5.6(f), from which the Referring ISV can reasonably infer the Referred ISV's aggregate merchant-portfolio transaction volume; and (iii) the recording and disclosure of the Referring ISV's identity against the Referred ISV's attribution record. The Referred ISV acknowledges that entry of the Partner Identifier is its free and informed choice and that, absent such entry, no Referring ISV receives any Sub-Commission tied to the Referred ISV. The Referred ISV's protection against misuse of the Reported Data is set out in Section 8.5, which binds the Referring ISV as a matter of contract.
(f) Reporting to the Referring ISV. For the purpose of Sub-Commission calculation and reconciliation, payware shall provide the Referring ISV with monthly statements through the Partner Portal showing, in respect of each Referred ISV attributed to the Referring ISV: the aggregate Transaction Fees generated by the Referred ISV's portfolio for the period, the Referred ISV's payware revenue share amount, the applicable Sub-Commission rate and amount, and the remaining duration of the Sub-Commission entitlement. payware does not disclose to the Referring ISV the identity, contact details, or per-merchant data of the Referred ISV's merchants.
(g) Revocation and changes. A Referred ISV may request withdrawal of the attribution at any time by written notice to payware support. Withdrawal takes effect prospectively on the first day of the calendar month following the request, does not affect Sub-Commission already accrued for prior periods, and results in the Referred ISV reverting to the revenue share rate otherwise applicable under Sections 3 and 4 from the effective date. Re-assignment of a different Referring ISV after registration is not supported.
(h) Funding and no impact on standard rates. The Referrer Sub-Commission is funded entirely from the payware Share of Transaction Fees and does not alter the per-transaction fees paid by any Merchant or the fees paid by any ISV to payware.
Tier and level advancement is assessed automatically through the Partner Portal:
Tier and level changes are not retroactive. Revenue share rate changes apply only to transactions processed after the effective date of the change.
payware reviews your tier status periodically:
If you fail to meet the obligations for your current tier (distinct from level changes within Reseller Partner, which are handled per Section 4.4), payware will:
Upon downgrade, the revenue share rate of the new tier applies from the effective date of the downgrade. Accrued revenue share at the prior rate through the downgrade date will be paid in full.
You may voluntarily request a move to a lower tier at any time with thirty (30) days' written notice.
If you fail to adopt a new payware API version or critical security patch within the timeframe applicable to your tier (six (6) months for Reseller Partners; nine (9) months for Strategic Partners, unless a different period is agreed in the applicable Addendum), payware may, before initiating tier downgrade or termination for cause:
Revenue Share Suspension or Account Restriction shall be lifted within two (2) business days of payware confirming that the required update has been implemented. During any Revenue Share Suspension period, the Partner's right to receive revenue share payouts is suspended; however, the revenue share shall continue to accrue and shall be paid in full within fifteen (15) business days of payware confirming that the required update has been implemented. If the Account Restriction continues for more than sixty (60) days, payware may proceed with tier downgrade under Section 6.4 or termination for cause under Section 11.2.
Revenue Share Suspension and Account Restriction under this section do not constitute a termination or suspension of the Base ISV Terms and shall not affect your right to access the payware business web portal for account management purposes.
If you use payware branding or partner designations, you must comply with the payware Brand Guidelines, available through the Partner Portal. payware reserves the right to approve all uses of its branding before publication.
You may publicly identify yourself using your tier designation (e.g., "payware Reseller Partner") only while you maintain that tier status. Upon tier downgrade or termination, all use of the prior designation must cease within thirty (30) days.
Co-marketing activities are subject to mutual agreement on content, timing, and distribution. Each party retains ownership of its pre-existing intellectual property. Joint materials are subject to approval by both parties before publication.
ISV Strategic Partner Addendum terms (including custom revenue share rates), non-public business information, strategic plans, and any information expressly designated as confidential by either party constitute confidential information and shall not be disclosed to third parties without the disclosing party's prior written consent.
The following are not considered confidential:
Confidentiality obligations under this Section shall survive termination of your participation in the Program for a period of three (3) years.
Data Protection. To the extent that any personal data is shared between the parties in connection with this Program (including merchant contact information, transaction metadata, or performance analytics), the data processing provisions of Part E of the Framework Agreement and the Data Processing Addendum in Appendix 1 of the Framework Agreement shall apply. Each party shall comply with its obligations as an independent controller or processor, as applicable, in accordance with the Framework Agreement. Neither party shall share personal data beyond what is necessary for the performance of its obligations under this Program.
This Section 8.5 applies to you in your capacity as a Referring ISV and governs your use of Reported Data relating to any Referred ISV attributed to you under Section 5.6. You acknowledge that Reported Data enables reasonable inference of the aggregate transaction volume, frequency, seasonality, and growth patterns of the Referred ISV's merchant portfolio. Reported Data constitutes confidential information of the Referred ISV for the purposes of these Program Terms and is subject to the use restrictions set out in this Section 8.5, in addition to any obligations under Section 8.4 and applicable data protection law.
For the avoidance of doubt, this Section 8.5 does not restrict your use of information relating to Merchants with whom you have your own direct ISV relationship (your own Customers in the ordinary course of Sections 3 to 5), which is governed by those Merchants' own account terms and by the Framework Agreement.
(a) Permitted uses. You shall use Reported Data solely for:
(b) Prohibited uses. You shall not use Reported Data, in whole or in part, whether directly disclosed or inferred, for:
(c) Safeguards. You shall maintain appropriate technical and organizational measures to protect the confidentiality of Reported Data, including access controls limiting internal access to personnel with a demonstrable need-to-know for the permitted uses listed in Section 8.5(a).
(d) Survival and remedies. The obligations in this Section 8.5 survive termination of your participation in the Program for a period of three (3) years. Breach of this Section 8.5 constitutes a material breach of these Program Terms and may result in immediate termination for cause under Section 11.2, forfeiture of accrued Referrer Sub-Commission under Section 11.3, and any remedies available at law or in equity. You acknowledge that damages alone may be an inadequate remedy for breach of this Section 8.5 and that payware shall be entitled to seek injunctive relief without prejudice to any other remedy.
The limitation of liability provisions set out in the Base ISV Terms apply to all claims arising under or in connection with these Program Terms, including but not limited to claims related to revenue share calculations, tier or level determinations, and program benefits. Except as otherwise specified in an ISV Strategic Partner Addendum, in accordance with the Payment Information Exchange Services Agreement for ISV Accounts, payware's aggregate liability shall not exceed the greater of: (a) the amount of Fees paid by you to payware during the three (3) month period immediately preceding the event giving rise to the claim, or (b) EUR 100.
If you identify a discrepancy in revenue share calculations, you must notify payware in writing within ninety (90) days of the date the relevant report was made available through the Partner Portal. payware will investigate and, if a discrepancy is confirmed, will pay any underpayment (or credit any overpayment) within thirty (30) days of resolution. Claims for discrepancies not raised within the ninety (90) day period are waived.
If your performance is materially affected by events beyond your reasonable control, including but not limited to natural disasters, pandemics, wars, government actions, sanctions, or significant regulatory changes ("Force Majeure Event"), you may request a suspension of tier and level reviews for the duration of the Force Majeure Event by providing written notice to payware with reasonable supporting evidence demonstrating a direct causal link between the Force Majeure Event and a decline of at least thirty percent (30%) in your Monthly Processed Volume compared to the three (3) month average immediately preceding the event.
During an approved suspension:
Suspension may not exceed six (6) months. If the Force Majeure Event continues beyond six (6) months, the parties will discuss in good faith whether to extend the suspension, adjust tier status, or take other appropriate action.
Either party may terminate your participation in the Program by providing two (2) months' written notice, consistent with the notice period in the Base ISV Terms. Termination of Program participation does not automatically terminate the Base ISV Terms.
payware may immediately terminate your tier status or Program participation if you:
Upon termination of Program participation:
payware may amend these Program Terms at any time by publishing updated terms on legal.payware.eu and providing you with thirty (30) days' notice. Continued participation in the Program after the notice period constitutes acceptance of the amended terms. Material changes to revenue share rates at a given tier will not apply retroactively and will take effect only upon your next tier review or renewal.
payware may update the Market Classification Schedule at any time to add new countries or reclassify existing countries. Changes to Market Category assignments take effect thirty (30) days after publication. If you are affected by a reclassification, you will be assessed against the new thresholds at your next scheduled level review. Where a Market Classification Schedule change would result in a Partner's level reduction, payware shall provide thirty (30) days' proactive written notice to the affected Partner before the new thresholds apply, to allow the Partner to adjust its growth strategy accordingly.
The provisions of Section A.1 (Governing Law) of the Framework Agreement apply. These Program Terms are governed by the laws of the Republic of Bulgaria.
The provisions of Section A.3 (Language) and Section A.8 (Micro-Enterprise Definition) of the Framework Agreement apply.
The provisions of Section D.3 (Dispute Resolution) of the Framework Agreement apply, including the requirement to provide a Dispute Notice and the fifteen (15) working day resolution period as a condition precedent to any legal proceedings.
The provisions of Section A.7 (Severability) of the Framework Agreement apply.
These Program Terms, together with the Base ISV Terms, the payware Market Classification Schedule, and any applicable ISV Strategic Partner Addendum, constitute the entire agreement between the parties with respect to your participation in the Program.
For questions about the ISV Partner Program, tier advancement, or partnership opportunities:
Email: partners@payware.eu
Partner Portal: https://my.payware.eu