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.
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.
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.
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