(Version 3.1 | 28 April 2023 - Effective 2 May 2023)

These terms of use constitute the agreement (" Agreement") between you (" you", " your" and " Merchant") and Satispay Europe SA (" we", " us", " our" and " Satispay", collectively, the " Parties"). Unless stated otherwise, any reference to the Agreement shall also refer to any applicable addendum,such as the additional terms and conditions governing the Value Added Services (as defined below).Satispay is a Luxembourgish registered company, with a registered office at 53, Boulevard Royal, L-2449 Luxembourg. Satispay is an electronic money institution regulated by the Commission de Surveillance du Secteur Financier (" CSSF") with register number W00000010.

Satispay Business service is reserved for natural and legal persons and their intermediaries or representatives acting for purposes relating to their trade, business, craft or profession that either are established or have a branch in one of the countries being part of the European Economic Area (" EEA") listed in the register of payment and electronic money institutions under PSD2 by the European Banking Authority.

Obligations under this Agreement shall be considered valid and enforceable, where applicable, for every user that is designated by a Merchant to use our services as listed below.

If you need further information on us and/or on our Services (as defined below), you may refer to our "Help Center".

1. Services

In accordance with clause 2, Satispay provides Merchant with the following services (" Services"):

• an electronic money (" E-money") account (" Merchant Account" or " Account") in which Merchant receives and manages funds;
• a payment service that enables Merchants to receive payments, also on a recurring basis, from both consumers (" Users") and natural and legal persons acting for purposes relating to their trade, business, craft or profession that use E-money issued by Satispay.

The Merchant Account is not a deposit account and funds held in the Merchant Account will not earn any interest. Funds we received in exchange for E-money are safeguarded in compliance with applicable European and national regulations and cannot be exposed to Satispay's creditors in case of its insolvency. For further information on how we ensure the safety of your funds, you may refer to our "Help Center".

1.1. Payments

Merchants agree to: (i) accept payments from Users, also through automated systems; (ii) initiate, also through automated systems, payments requests to Users (each of them, a " Payment"). Such Payments can be performed at Merchant's offline or online shops, through the use of several solutions, such as online and social channels, e-commerce, mobile applications, as well as vending machines, payment terminals and/or further solutions which may be developed from time to time (the " Shops"). Merchants undertake to place in their Shops (that are physical) the QR code sticker provided by Satispay, which may enable Payments to take place.

1.2. The Business Suite

1.2.1. Business Dashboard

In order to access and use the Services Merchants must have a Satispay Business Dashboard (" Dashboard") profile.

The Dashboard is a web application, whose link can be found on Satispay website.

Merchants are able to access the balance on their own Account and their own Payment history through the Dashboard, including: (i) the amount of each Payment, (ii) a reference to identify the payer or payee, (iii) any fees charged (including a breakdown of the fees), (iv) the credit date of each Payment.

Merchants may design their own Shops structure through the Dashboard, in order to allow Users to make payments. The Dashboard provides instructions to Merchants to associate devices (such as smartphones, tablets, PC, cash registers or P.O.S. terminals) and/or to integrate the software solutions for receiving payments in the Shops.

To receive payments, Merchants shall create, through the Dashboard, a Shop by choosing at least one of the available Shop models. Starting from the date on which a Merchant creates a Shop, the fees applied in relation to the chosen Shop model(s) of Shops will immediately apply.

In case Satispay finds the Shop model selected by a Merchant among those available in the Dashboard to be incorrect, Satispay will have the right to amend the relevant data and charge said Merchant for the fees set out for the correct Shop model including those relating to Payments already executed.

1.2.2. Business App

Where applicable, in order to approve a Payment in the Shops, Merchants can install one of Satispay Business Apps (" Business Apps") on a compatible device.

Merchants may check on the Satispay website for the list of compatible platforms for which Business Apps are available.

1.2.3. API

In addition to the Business Apps, Satispay provides Merchants with a web-services interface (" API") to allow the integration of software solutions for the management of payments in the Shops through the API. The relevant technical documentation, including information for the software compatibility, can be found, as updated from time to time, on the website https://developers.satispay.com/.

1.2.4. License

Subject to clause 15 of the Agreement, we grant you a non-exclusive, non-transferable and royalty-free license to use the Dashboard, the Business Apps, the API (together, the " Business Suite") subject to this Agreement and the rules or policies of the platform from which you use or have downloaded the Business Suite. This license governs any software upgrades or updates that we provide unless we issue a new license at the time of the update.

You acknowledge that the Business Suite has not been created just for your needs, but it has been developed for general use by all Merchants.

When you download and/or use the Business Suite, Satispay has access to your device's information, such as IP address, device name, operating system version, and location data. The Business Suite use is subject to Satispay's Privacy Policy and the Cookie Policy, both available on Satispay's website. To use and access the Business Suite, you need an Internet connection.

You agree not to:

• translate, adapt, vary, modify, violate, circumvent, reverse-engineer, decompile, disassemble, create derivative works or otherwise interfere with any element of the Business Suite, or assist anyone else to do so;
• distribute, publish or otherwise transfer the Business Suite to any third party;
• use the Business Suite in any unlawful manner, for any unlawful purpose, in any manner inconsistent with this Agreement, or act fraudulently or maliciously (e.g. by inserting data, apps or code that might damage the Business Suite or the operating system of the device used);
• collect any information or data from the Business Suite or from our systems or attempt to decipher any transmissions to or from the servers providing the Services;
• upload any content that is or may be considered violent, threatening, liable to incite racial hatred, in breach of confidentiality or privacy, discriminatory, defamatory, offensive, unlawful, pornographic, obscene, indecent, profane or which may cause distress or discomfort.

If you decide to stop using Satispay, for privacy/security purposes, we require you to remove the Business Apps and any API integrations from all devices.

From time to time we may update or modify the Business Suite to:

• comply with changes in relevant laws and regulations;
• offer new services; and/or
• implement minor technical adjustments and improvements.

Where possible, we will let you know when these updates for the Business Suite will be available and you will be responsible for keeping the Business Suite updated to the latest available version. Some updates might be compulsory if you wish to continue using the Business Suite, and some older versions of the Business Suite may become obsolete or cease to be supported over time.

If you are not the owner of the device(s) you use, we assume you have obtained authorization to download, install or use the Business Suite from their owners. Merchants and/or the owner of the devices may be charged by their own service provider for Internet access on the devices.

Satispay's failure to claim any breach of this Agreement by a Merchant cannot be considered as Satispay's waiver of that breach. Likewise, no failure or delay in the exercise of Satispay's rights under this Agreement shall constitute a waiver of these rights.

1.2.5. Availability

There are times when we may need to carry out planned maintenance on any components of the Business Suite. Under these circumstances, all or some of the features on the Business Suite might be temporarily unavailable, therefore we ensure to give you adequate notice before this activity will be performed.

In the event of unplanned maintenance (for example, due to a technical fault or system error) we will make every effort to restore your service as soon as possible.

Satispay cannot be held liable for any consequence arising from the unavailability of the Business Suite as a result of any technical issue beyond its control. This includes the unavailability of connectivity and technical issues with your devices.

1.2.6. Data collection and analysis

In order to provide you with the best possible user experience, we record events concerning the use of the Business Suite, including page dwell time, time to complete processes, and any other information on the usage such as location data, connectivity type and specifications on device, hardware and software. This is intended to help solve any issue that might arise as well as to monitor the Business Suite usage and make the necessary improvements.

1.2.7. Security

In order to access the Business Suite you are required to create or make use of certain security codes, such as username and password (the " Security Codes"). You are responsible for keeping your Security Codes safe at all times and undertake not to disclose them as well as to ensure that no third party can access the Business Suite without your authorization.

You must take all necessary steps to avoid the loss, theft or non-authorized use of your devices. You shall not disclose to third parties any detail regarding the Services, except when required in order to authorize a Payment.

If you suspect that the Account or the Security Codes have been compromised, you must notify us as soon as possible. Failure to comply with these rules will be considered as gross negligence and may affect your ability to claim any losses incurred.

1.3. Payments Approval

1.3.1. Single Payments

Where a Payment is to be approved (i) manually by a Merchant, the Merchant can refuse if the amount entered by the User does not match with the price of the goods and services to be paid; or (ii) by a User, the User can refuse for any reason.

Where a Merchant's approval of the Payment is performed in an automated manner, the Payment will be considered approved at the time of the execution of the payment by the User.

Once the approval is given, it cannot be withdrawn.

1.3.2. Recurring Payments

Users grant their consent to execute recurring Payments in compliance with the terms agreed with a Merchant. In such circumstances, the Payment is considered approved on the date agreed between said User and a Merchant. Users have the right to withdraw, at any time, with immediate effect, their consent for future recurring Payments, to the extent that no refund will be made or due for the approved Payments which have already been performed in compliance with the terms agreed between a User and a Merchant.

1.4. Payments Currency and Execution time

All Payments are executed in Euro currency.

Once a Payment is approved, we credit the amount of the Payment to the Merchant Account and you will be able to check the payment through the Business Suite.

2. Activation

In order to activate the Services you shall register on the Dashboard and provide the required information. Satispay will ask Merchants to provide evidence to prove the identity of ultimate beneficial owners and legal representatives. If you refuse to provide us with the required information, we may not be able to activate the Services to you. Additionally, Satispay may carry out checks on Merchants electronically.

When we carry out these checks, personal information of ultimate beneficial owners and legal representatives may be disclosed to third parties (such as credit reference agencies and/or fraud prevention agencies) in compliance with our Privacy Policy.

The Services are financial services and we are required by law to hold certain information about our customers. The information is used to provide the Services, and to help us identify a Merchant and/or a Merchant Account in the event of misappropriation. We keep your information only for the time strictly necessary and for the purposes described in this clause 2 and in the following clauses 12 and 13.

In the context of the due diligence required in compliance with anti-money laundering laws, we may not activate the Services or deny, suspend or limit access to and/or use of the Services in the event that: (i) we are unable to obtain and verify the information and documents needed to perform the checks; (ii) we consider that the results of the checks are not satisfactory in light of the obligations imposed on us by the law; (iii) the provision of the Services to you may harm our business, reputation and/or expose us to any offense or risk of financial losses or liability. We will not always provide specific detail regarding any failed verification in order to protect our verification process and, more in general, the Services.

Upon positive completion of our internal evaluations, we will make the Services available to you.

A Merchant may have only one Merchant Account under this Agreement, which may be linked to one or more bank accounts according to the relevant instructions that can be made available to you in the Business Suite.

3. Fees

Fees are agreed upon between us and the Merchant before the activation of the Services.

The fees charged for each Payment are communicated to you via the Dashboard.

4. Communication

4.1. How Merchants may contact us

Merchants may contact us:

• using the "Contact Us" function available on the Business Suite
• via email to business@satispay.com or
• via post at Satispay Customer Services, 53, Boulevard Royal, L-2449 Luxembourg.

4.2. How we may contact Merchants

We may contact Merchants through the Business Suite, via email or post, using the details Merchants provided on the Dashboard.

Should those details change, Merchants should inform us without delay.

4.3. Language

Should this Agreement, other terms and conditions as well as any notice or any other document relating to this Agreement be provided in a language other than the English language, the English language version shall prevail in case of conflict.

4.4. Copy of Agreement

On its execution date this Agreement will be made available to Merchants in digital format. Additionally, Merchants can afterward contact us to request a copy of the Agreement, which will be sent by email free of charge.

5. Suspending the Services

We may suspend your use of the Services (including but not limited to those that relate to Value Added Services, as defined below), if we have reasonable concerns about the security of the Merchant Account or we suspect that the Services are being used in a fraudulent or unauthorized manner or that there is a material and/or repeated breach of your obligations under this Agreement. In such circumstances, you will not be able to use the Business Suite to receive payment for any Payment.

We will notify you of any such suspension and the underlying reasons as soon as possible unless this would reasonably compromise the security measures or it is not in compliance with the law.

We may lift the suspension and, as the case may be, issue new Security Codes free of charge as soon as possible once the reasons for the suspension cease to exist.

6. Disputed Payments

6.1. Incorrectly executed Payments

If a Merchant considers that a Payment was incorrectly carried out (i.e. it was either not meant to receive any amount or to receive a different amount), it has to contact us without delay to allow us to properly assess and study the event.

We undertake to take charge of the event within 48 hours. We will inform you on the outcome of our assessment as soon as possible.

In the event that we have reasonable grounds to consider or suspect that a Merchant had received funds for a Payment that was incorrectly carried out or, believe it is necessary to collect further information for reasons related to the prevention of frauds or other crimes, we will immediately start an assessment and, where possible, will inform Merchant about its initiation.

Whenever appropriate, we may require you to provide information and/or supporting documentation on the Payments under our review.

Should the outcome of our assessment in our opinion demonstrate that the Payment was incorrectly executed or contrary to law, we may be required to cancel the executed Payment and request Merchants to return the amounts they have received.

6.2. Liability

Merchants are held liable for all losses incurred due to unauthorized Payments if they:

• acted fraudulently; or
• intentionally or with gross negligence failed to safeguard and use the Security Codes in accordance with the Agreement.

6.3. Refusal

In certain circumstances we may deny a Merchant request to execute a Payment. This may occur whereas we:

• have reasonable doubts about the security of a Merchant Account or we suspect that the Services have been used by a Merchant in a fraudulent or unauthorized manner;
• have reasonable grounds to believe that a Merchant is acting in breach of this Agreement; or
• are required to do so by law.

Unless it is forbidden by law, in such cases, we will promptly inform Merchants, providing the reasons for such refusal as well as, where necessary, the procedure to follow in order to correct any potential material error that led to the refusal.

7. Termination

Merchants may terminate the Agreement at any time for whatever reason (even without cause) by contacting us in compliance with clause 4 (" Termination Date"). Except for the payment of the fees accrued and/or due up to the Termination Date, no penalties, indemnities or any other expenses will be due for the termination.

We may terminate this Agreement with immediate effect with cause in the following cases:

• if you do not provide us with all of the information we need by law to open or operate on your Merchant Account or use the Services;
• if you are not entitled to open a Merchant Account or use the Services;
• if you breach a material part of or repeatedly the Agreement and, to the extent possible, fail to remedy within 10 days;
• if you use the Services in a fraudulent or unlawful manner, and/or for any illegal or immoral purposes;
• if you use offensive, obscene, vulgar, blasphemous or slanderous terms in relation to Satispay, its group, and its employees and/or representatives;
• if you fail to pay any fees due;
• as long as it is permitted under the law, if you are subject to bankruptcy, winding-up, dissolution, liquidation, voluntary or compulsory administration and/or any other similar procedure;
• if we consider that the provision of the Services to you harms our business, reputation and/or exposes us to any offence or risk of financial losses or liability;
• it is required by law.

In addition to our right to terminate the Agreement with cause, we may reserve our right to any other remedies as permitted under relevant and applicable laws.

We may terminate the Agreement without any cause by giving Merchants 60-day prior notice.

In the event of termination of the Agreement, we will deactivate your access to the Services. Any unused balance in the Merchant Account will be credited to your bank account in accordance with clause 9, unless prohibited by law.

8. Duration

This Agreement is a framework contract of indefinite duration in accordance with the Luxembourg law of 10 November 2009 on payment services, as amended from time to time.

9. Settlement of funds

The funds held in a Merchant Account are automatically credited to said Merchant's bank account(s) shown on the Dashboard according to the frequency specified by the Merchant (such as, for example, on the first working day following the approval date of the Payments, executed with a positive outcome).

If you do not provide adequate evidence of the ownership of your bank account, we will not be able to credit the funds.

Merchants may retain a certain amount in the Merchant Account that might be used to carry out refunds to the Users, e.g. for the return of faulty goods.

Satispay may deduct its fees from the above-mentioned funds or as otherwise agreed with a Merchant.

10. Purchases

We are not responsible for the safety, legality, quality or any other aspect of the goods and services purchased by using the Services. Any claim between a Merchant and a User should be directly resolved between them.

Merchants can provide refunds through the Service only if there are sufficient funds in their Merchant Account.

11. Amendments to the Agreement

11.1. Value Added Services

We may from time to time offer additional services to you and, if you are eligible, you can manage them via your Dashboard (" Value Added Services"). Some of the Value Added Services may be governed by additional terms and conditions, which may become incorporated into this Agreement. Details of such Value Added Services (including, where applicable, eligibility and the respective fees for such Value Added Services) will be set out at our website www.satispay.com or in the Business Suite.

11.2. Amendments

Notwithstanding Clause 11.1, if we need to make any amendment to this Agreement, we will notify the amendments 60 days prior to their effectiveness, except where the amendments are required under the law or they do not cause prejudice to your rights and obligations, in which case they will be immediately effective. This will allow you to assess the amendments requiring prior notice and, in case you disagree with them, you will have the right to terminate the Agreement as per clause 7.

A copy of the most up-to-date version of the Agreement is made available through the Business Suite and on our website at all times.

12. Data Protection

In the framework of the provisions of this Agreement, the Parties shall comply with the provisions of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (" GDPR"), and with any other applicable data protection laws and regulations, as well as with the relevant decisions issued by the competent data protection authorities (the " Applicable Data Protection Laws"), adopting all the necessary and appropriate security measures or the protection of the processed data.

In particular, Satispay is the data controller of personal data of Users and natural persons related to Merchants (i.e. legal representatives, ultimate beneficial owners and any Merchant's employees it has been in contact with - jointly, the " Representatives") and it processes personal data in compliance with our Privacy Policy, which Merchant acknowledges by entering into this Agreement.

In order to provide our Services, we might outsource certain activities, by using services and/or tools provided by third parties, including also companies that are part of our group.

You agree to inform Satispay without delay of any change in the personal data concerning your Representatives and, upon request, to provide us with any additional information we might need to start or perform the business relationship and/or that is required by applicable laws or regulations.

As to information concerning Users (including personal data) that is shared in connection with a Payment towards the Merchant, it is the sole responsibility of the latter to make sure that all Users' personal data shared is managed and protected in accordance with the Applicable Data Protection Laws.

13. Confidentiality obligations

For the entire duration of this Agreement, each Party shall maintain the confidentiality of all the other Party's confidential information obtained in connection with the execution of this Agreement, and shall not disclose it under any circumstance to third parties (notwithstanding the legitimate disclosure of this information with companies belonging to the same group, as well as with employees, directors, agents, consultants and any other person acting on behalf of the Party concerned), unless disclosure of this information is necessary in order to comply with laws or regulations or with any act or court, administrative or regulatory order.

As an electronic money institution, Satispay is subject to specific professional secrecy obligations under the applicable laws. A Merchant that, in connection to the Services, receives from Satispay information concerning other data subjects, including personal data concerning Users having performed one or more Payments in one of its Shops, must abide by professional secrecy obligations equivalent to those applicable to Satispay.

When entering into the contractual relationship with Satispay, you authorise Satispay to transfer the information related to you and your Representatives to third parties whose involvement is necessary for Satispay to provide its e-money services, including external data processors in accordance with executed data processing agreements as well as our Privacy Policy. In these circumstances, Satispay will ensure that such third parties will be subject to confidentiality obligations equivalent to the secrecy obligations applicable to Satispay.

14. Complaints

If you are not satisfied with the Services, you must contact us at the addresses indicated in clause 4.1, so that we can try to solve the issue. We will promptly send you a notice of acknowledgment of the complaint and, upon request, a copy of our complaints procedure.

Merchants may request further information as well as a copy of our complaints procedure at any time. Information on our complaints procedure can also be found directly here. Merchants undertake to cooperate with us and provide the necessary information to enable us to investigate the complaint and solve it as quickly as possible.

Where the Merchant is not satisfied with Satispay's answer to a given complaint, it may contact the CSSF:

• by filling in the online complaint form where all relevant documents can be attached;
• or by sending the completed complaint form (PDF):
  ➝ either by mail to the following address: Commission de Surveillance du Secteur Financier Département Juridique CC 283, route d’Arlon L-2991 Luxembourg;
  ➝ or by email to the following address: reclamation@cssf.lu.

15. Intellectual Property Rights

All content included in our Business Suite (including all underlying material such as code, software and databases) and the related copyrights as well as other intellectual property rights belong to or have been licensed by us, unless otherwise specified. All content is protected by the applicable intellectual property laws and treaties.

By intellectual property rights we mean all vested, assigned and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or not), patents, know-how, trade/business secrets, inventions, set-up, database rights and any application for the protection or registration of these rights and all their renewals and extensions existing in any part of the world, whether already existing or created in the future, which Satispay or other Satispay Group companies may be entitled to.

16. Third Parties' content

We may provide links to third parties' websites, web apps and downloadable apps through the Business Suite or on our platforms. Unless otherwise provided, such content is not under our control. We neither assume nor accept any liability for such content. The provision of a link by us is made for reference only and does not imply any endorsement or recognition of the linked content or of those in control of it.

17. References

Merchants agree that, starting from the execution of the Agreement, Satispay Group companies are allowed to use Merchant's distinctive signs (such as trademarks) in the following media for communication purposes: its websites, Satispay's App, other social channels used by Satispay, videos, presentations, all media channels, product brochures as well as presentation walls and stands, banner, roll-ups, displays at fairs, exhibitions and conferences.

18. Force Majeure

We cannot be held liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, whose consequences could not be avoided.

We cannot be held liable where the breach is due to compliance with legal obligations.

19. Severance

If any term or provision in the Agreement is held to be illegal or unenforceable, in whole or in part, such term or provision or part of it shall be deemed to be severed and deleted. In such a circumstance, the validity and enforceability of the rest of this Agreement shall not be affected.

20. Assignment

Satispay has the right to assign this Agreement and/or the rights and/or the obligations arising from it to third parties. Should Satispay perform such an assignment, it will promptly inform the Merchant about it.

21. Governing law and jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the laws of Luxembourg.

Each Party irrevocably agrees that the courts of Luxembourg-City have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.