DESCRIPTION OF THE PAYMENT PROCESSING SERVICES

The Contractual Partner’s access to the Payment Processing Services shall be contingent on the successful completion of PPRO’s on-boarding procedures including but not limited to anti-money laundering and customer due diligence verification procedures.

Following the Commencement Date, and in consideration of the Fees paid by the Contractual Partner, PPRO will provide the Payment Processing Services to the Contractual Partner and any Affiliate of the Contractual Partner as may be agreed from time to time pursuant to the terms of this Agreement.

To access the Payment Processing Services, the successful Integration of the Contractual Partner to the PPRO Payment Gateway is required. Where the Integration is not directly through the Contractual Partner, an agreement between the Contractual Partner and the third party enabling the Integration will be required prior to accessing the Payment Processing Services, a copy of which shall be provided to PPRO upon request.

In providing the Payment Processing Services, PPRO shall:

PPRO shall provide the Payment Processing Services with reasonable care and skill and in accordance with the Service Levels and Applicable Law.

When accepting funds from a Payment Scheme and/or Issuing Bank, PPRO is not acting as principal but is accepting funds on behalf of the Contractual Partner to enable it to effect settlement with either its Customers or Merchants as the case may be.

A PPRO Affiliate may in some cases provide all or part of the Payment Processing Services. In such case, PPRO shall ensure that the PPRO Affiliate performs that obligation pursuant to the terms of the Agreement.

Any Affiliate of the Contractual Partner that wishes to use the Payment Processing Services shall first join the Agreement by entering into the form of affiliate addendum provided by PPRO.

PPRO PAYMENT GATEWAY CONNECTION

Through the Integration, PPRO shall enable the Contractual Partner to connect to the PPRO Payment Gateway by

Contractual Partner shall enable the connection to the PPRO Payment Gateway by

PPRO shall be free to modify, adjust or extend the PPRO Payment Gateway or the PPRO API at any time provided that it meets the Service Levels. In the event of such modification, adjustment or extension and if necessary, the Contractual Partner shall, or shall cause, the Integration to the PPRO Payment Gateway or PPRO API to be upgraded. When possible, and excluding exclusive services which require a new interface, PPRO will endeavour to support any prior interface for the Contractual Partner’s use of the Payment Services, for a limited time.

The Contractual Partner represents and warrants that it, or where applicable the third party enabling the Integration, implements and maintains industry practice security measures that prevent unauthorised access or any installation of computer viruses, spyware, time bombs, worms or other materials that would disable or harm the PPRO Payment Gateway.

Except as specifically provided in the Agreement, there are no other warranties, express or implied provided by PPRO.

OBLIGATIONS OF CONTRACTUAL PARTNER

The Contractual Partner shall at all times comply with the terms of the Agreement.

The Contractual Partner shall make available to PPRO such data and documents as reasonably required to enable PPRO to render the services under this Agreement.

Should a Regulator, Payment Scheme or banking partner lawfully require it or in order for PPRO to comply with its obligations under Applicable Law, the Contractual Partner undertakes to provide such Regulator or PPRO, as applicable, with the necessary information and documents which evidence the Contractual Partner’s compliance with its obligations under the Agreement and Applicable Law. Furthermore, the Contractual Partner undertakes to provide PPRO without undue delay such documentation and information as reasonably necessary in order for PPRO to adequately respond to direct requests it may receive from the Payment Schemes or a Regulator.

The Contractual Partner undertakes to inform PPRO, without undue delay, of any of the following:

The PSP shall ensure that Merchants who wish to access and use the Payment Methods are on boarded by the PSP through the Self Service Boarding Portal and that all requisite Know Your Customer/Anti-Money Laundering information and documentation is provided and maintained on an ongoing basis pursuant to the policies of PPRO and as requested from time to time by PPRO in order to fulfill its Regulatory Requirements. The PSP shall further ensure that Merchants are registered with PPRO.

The PSP shall submit to PPRO such information and documentation concerning the PSP and its Merchants as may reasonably be required by PPRO for the purposes of ensuring compliance with the PPRO Payment Methods – Specific Terms of Use and any Regulatory Requirements to which PPRO is subject, including any applicable requirements under anti-money laundering laws and regulations. Any changes in such information concerning the Contractual Partner or its relevant Merchants must be reported by the Contractual Partner to PPRO without undue delay.

The Merchant evaluation criteria used by PPRO are subject to the specifications of the individual Payment Scheme and are therefore subject to change at any time.

PPRO shall be entitled to withhold, at its sole discretion, the allocation of a Merchant Contract ID following such Merchant evaluation if it knows or reasonably suspects that the Contractual Partner is infringing or will infringe a material provision of the Agreement or that the Merchant presents a high risk of financial loss for PPRO or risk of money laundering. Should the Merchant not meet the requirements of the PPRO Payment Methods – Specific Terms of Use, PPRO shall be entitled to withhold or revoke allocation of a Merchant Contract ID.

The Contractual Partner will not permit the Payment Methods to be offered by Merchants or to otherwise be made available for any of the categories of businesses and business practices that are listed in the PPRO Payment Methods – Specific Terms of Use.

The Contractual Partner undertakes to inform PPRO, without undue delay, about internet URLs or website addresses being used by a Merchant other than those detailed in the Merchant Registration Form.

PSPs shall, additionally, via contractual undertakings ensure

The Direct Merchant shall ensure that it is duly registered with PPRO by completing and submitting a completed Merchant Registration Form in its current version to entitle him to receive a Merchant Contract ID from PPRO. The Contractual Partner shall not be permitted to connect to the particular Payment Scheme or otherwise use the Payment Methods prior to such Merchant Contract ID being issued.

PPRO shall be entitled to withhold, at its sole discretion, the allocation of a Merchant Contract ID if it knows or reasonably suspects that the Contractual Partner is infringing or will infringe a material provision of this Agreement or that it presents a high risk of financial loss for PPRO or risk of money laundering. Should the Contractual Partner not meet the requirements of the PPRO Payment Methods – Specific Terms of Use, PPRO shall be entitled to withhold or revoke allocation of a Merchant Contract ID. The merchant evaluation criteria used by PPRO are subject to the specifications of the individual Payment Scheme and are therefore subject to change at any time.

DISPLAY, PROMOTION AND USE OF THE PAYMENT METHODS

The Contractual Partner shall ensure that the Payment Methods are only used to pay for products and services where there is a direct contractual relationship with a Merchant and a Customer and the products and services are provided on the Direct Merchant’s or Merchant’s own account.

Contractual Partner will, and in case of PSPs will ensure that Merchants will:

In addition to the abovementioned requirements, the PSP permitted to use PPRO’s onboarding API, Girolink API, to onboard Merchants shall not use the Girolink API for onboarding of Merchants involved in any of the categories of businesses listed in Girolink Prohibited Industries.

The Contractual Partner acknowledges that the execution of a payment Transaction via individual Payment Methods and the possibility of a Customer cancelling or revoking a payment Transaction are subject to the terms and conditions of the respective bank with which the Customer holds an account over which PPRO has no influence or control. The Contractual Partner accepts that such general terms and conditions of corresponding banks are subject to change at any time and that such changes may impact the execution or fulfilment of Transactions.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PARTIES

Each party represents and warrants that at all times:

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE CONTRACTUAL PARTNER

The Contractual Partner represents that has at all times during the last five years complied and complies with all applicable Economic Sanctions Law and Export Control Law.

The Contractual Partner has not processed or conducted or engaged in during the last five years, nor processes or conducts or engages in, any payments, activities, sales, purchases, transactions, business, dealings or deliveries in or with or from or to, any Sanctioned Territory or Sanctioned Person, in each case directly or, to the Contractual Partner’s knowledge, indirectly through any of the parties.

Neither the Contractual Partner, nor any of its directors or officers or, to its knowledge, any of its employees, agents, representatives, shareholders or ultimate beneficial owners is a Sanctioned Person or has to the Contractual Partner’s knowledge engaged in any transaction, activity or conduct that could reasonably be expected to result in its being designated as a Sanctioned Person.

The Contractual Partner has not carried out any export, transfer or transmission of goods, services, software, technical data or technology, or entered into any other transaction, in violation of any Export Control Law. Furthermore, the Contractual Partner shall not cause (by act or omission) or perform any activity that could, reasonably, be expected to contravene, or cause PPRO to contravene the applicable Economic Sanctions Law or Export Control Law.

The PSP shall not process any payments or conduct or engage in any activities, sales, purchases, transactions, business, dealings or deliveries in connection with the Agreement:

The PSP has established, implemented and maintains appropriate policies and procedures, including screening and due diligence procedures for its Merchants, designed to ensure its compliance with all Economic Sanctions Law and Export Control Law.

The Contractual Partner will, upon request by PPRO, promptly provide PPRO with copies of such policies and procedures and such reasonable details of their implementation and maintenance as PPRO may from time to time request.

During the last five years the Contractual Partner has not been subject to, nor is the Contractual Partner to its knowledge currently subject to, any claim, enquiry, investigation, action, suit or proceeding before any court, arbitrator, regulator or other governmental body, or any fine, penalty or disciplinary action imposed by same, in connection with any violation or alleged violation of Economic Sanctions Law or Export Control Law.

TERMINATION; SUSPENSION

Ordinary termnation

This Agreement may be terminated at any time according to the terms of the Payment Service Agreement between the Contractual Partner and PPRO.

Extraordinary Termination

Without prejudice to any other right or remedy, either Party may terminate this Agreement with immediate effect if the other party (the “Defaulting Party”):

In addition to any rights of termination provided hereunder, any party may terminate the Agreement with immediate effect pursuant to any regulatory demand, requirement or directive for the cessation of Payment Processing Services by a Regulator for all or part of the Products and Services provided to the Contractual Partner, or, where applicable, if the connection between the third party enabling the Integration and the Contractual Partner is terminated. Where appropriate, the terminating party shall make all reasonable efforts to: (i) satisfy any such regulatory demand, requirement or directive without termination of the Agreement; and (ii) provide notice of said regulatory demand, requirement or directive to the other contractual party to enable this Contractual Party to provide appropriate assistance and, should it be required, make alternative arrangements.

PPRO Termination Rights

PPRO may immediately suspend or terminate any part of or all access to the Payment Processing Services to a Contractual Partner if PPRO reasonably suspects that the Contractual Partner is involved with or is connected to fraudulent or criminal activity or of being in possession of the proceeds of crime;

For PSPs, PPRO may immediately suspend or terminate any part of or all access to the Payment Processing Services, if PPRO reasonably suspects that the Merchant of the Contractual Partner is involved with or is connected to fraudulent or criminal activity or of being in possession of the proceeds of crime of which the Contractual Partner is aware of or should have been aware of.

Should the Contractual Partner not have any activity under the Agreement (such as routing Transactions via the Payment Schemes described in the Payment Service Agreement) during the last one hundred eighty (180) days, PPRO may terminate the Agreement with immediate effect by providing the Contractual Partner with notice in writing of such termination.

Except as specified otherwise in the Payment Services Agreement and unless otherwise contrary to applicable law, PPRO shall pay the Contractual Partner any Transaction Amounts net of any Refunds, Chargebacks or outstanding invoiced Fees that it might be seeking to recover within one hundred eighty (180) days of termination of the Agreement,

Upon termination of the Agreement, the Contractual Partner shall: (a) completely uninstall the PPRO Payment Gateway technical interface; (b) delete any related documentation from its systems and (c) remove any links to the respective Payment Methods or their logos, Trademarks or other marks of the respective Payment Methods or Payment Scheme, unless the Contractual Partner has sourced access to the same via a third party.

FEES

PPRO shall calculate its Fees in accordance with the Payment Services Agreement.

Sign-up and Recurring Fees

The Contractual Partner one-time set up Fee becomes due and payable upon execution of the Agreement and will be invoiced to the Contractual Partner.

A Fee is due for each additional Payment Method the Contractual Partner wishes to add to the Agreement at any time in excess of the Payment Method Allowance. For the avoidance of doubt, the first-time set-up of a Payment Method, even if later disconnected, will count towards the Payment Method Allowance. No additional Fee applies for a reconnection of an once set-up but disconnected Payment Method.

The minimum Fee per calendar month charged to the Contractual Partner is solely in regards to the Products and Services. Fees generated from the Contractual Partner’s utilisation of the Products and Services within any given calendar month are counted towards the minimum Fee of this month and in case such Fees do not reach the amount of the Contractual Partner’s calendar Monthly Minimum Fee, the shortfall will be charged to the Contractual Partner.

For PSPs, a fixed one-time Fee per Merchant boarded with PPRO is charged to the Contractual Partner. The Fee becomes due when such Merchant has been successfully boarded with PPRO. The Fee is due only once per Merchant irrespective of the number of Payment Methods it selects to offer to its Customers. For the avoidance of doubt, if such Merchant selects to offer additional Payment Methods at any time following its initial set-up, PPRO will not charge any additional Merchant set-up Fees.

Other Fees and Services

Unless stated otherwise, the prices/Fees stipulated in the Agreement apply per submitted Transaction or described action.

Any applicable minimum Fee is at all times separate from and excludes the following: any setup fee, any Base Fee Rates or any Fee provided for under clause 8.9. The Contractual Partner shall, monthly, pay to PPRO:

All Fees, contributions or costs referred to in this Agreement are subject to compliance of the Contractual Partner with the PPRO Payment Method Terms of Use and the acceptance of the Contractual Partner by the respective Payment Scheme.

The following Fees are applicable as and when they arise and are immediately due and payable by the Contractual Partner, notification of which shall be made via clearing statement in conjunction with the Settlement Timelines set forth in the Payment Services Agreement or otherwise via invoice from PPRO:

PAYMENT OF FEES

PPRO (or the relevant Affiliate) will deduct its Fees, including any applicable Recurring Fees and any applicable taxes or other levies, from the aggregate amounts to be remitted to the Contractual Partner..

PPRO reserves the right to recover, deduct, recoup, or setoff Fees and other amounts owed under this Agreement from the funds to be settled to the Contractual Partner in future Settlement Period(s) for reasons, including but not limited to:

The Contractual Partner expressly authorizes PPRO to collect any outstanding invoices and negative balances via a B2B SEPA Direct Debit (CORE), or an equivalent direct debit mechanism, if applicable. Simultaneously upon signature of the Agreement, the Contractual Partner shall execute and deliver PPRO the applicable direct debit mandate before the Commencement Date.

Should the aggregate funds not be sufficient to cover the Fees or other amounts owed to PPRO by the Contractual Partner under this Agreement, PPRO UK will invoice the Contractual Partner in respect of the Fees owed under the Agreement, including any applicable taxes or other levies. In the case of electronic invoices, the invoice shall be deemed to have been received by the Contractual Partner on the day that PPRO UK issued it, and in the case of non-electronic invoices, the invoice shall be deemed to have been received by the Contractual Partner on the third day following the date of its dispatch by regular mail, unless the Contractual Partner provides proof that it did not receive the invoice or received it at a later date. Fourteen (14) days after the receipt of the relevant invoice the Contractual Partner shall become duly liable to make payment. As necessary for tax purposes, the above-mentioned invoice may be issued by PPRO UK’s tax branch in Germany.

If the Contractual Partner fails to make payment in accordance with this Agreement (either voluntarily or PPRO fails to collect the owed amounts via the SEPA Direct Debit Mandate or equivalent direct debit mechanism), PPRO shall be entitled, in addition to any unpaid amount that should properly have been paid, to charge simple interest on that amount to the Contractual Partner, after sixty (60) days from the final date for payment until the date of actual payment, such interest to be calculated at a rate of 3% per year above the Secured Overnight Financing Rate (SOFR) rate from time to time.

PPRO reserves the right to adjust its Fees or impose additional fees on the Contractual Partner, with not less than 1 (one) month’s prior written notice, when, for example, a Payment Scheme increases its fees charged to PPRO for a Payment Method and/or PPRO’s costs to make the Products and Services available to the Contractual Partner change such as where there are changes to the fees imposed on PPRO by its banking partners.

PPRO shall be entitled, upon giving prior written notice, to discontinue or suspend its services until sums due to it are paid in full.

CLEARING

Transactions must be submitted to PPRO in accordance with the Technical Specifications and Requirements stipulated by PPRO, or, if applicable, via the third party enabling the Integration in accordance with any applicable technical specifications and requirements.

The Contractual Partner shall ensure at all times that Transactions are submitted to PPRO for each Merchant, if applicable, or via the third party enabling the Integration, with the respective Merchant Contract ID provided to the Contractual Partner by PPRO. For the avoidance of doubt, at no time shall collective submissions of the transactions of several Merchants be submitted under a single Merchant Contract ID, unless explicitly and in written form stated by PPRO. In PPRO’s sole discretion, and provided it is permitted under applicable Payment Scheme rules, the Contractual Partner may be permitted to onboard and set up multiple Merchants under one Merchant Contract ID.

The Contractual Partner shall receive a Clearing Statement at the end of the Settlement Period.

SETTLEMENT

Pursuant to recital (D) above, settlement obligations under the Agreement will be fulfilled by PPRO LU.

PPRO shall only be responsible for the fulfilment of its settlement obligations relating to Transaction Amounts, if all of the following prerequisites are met:

The Settlement Period shall be set out in the Payment Services Agreement. The Contractual Partner acknowledges and agrees that PPRO will only settle funds which it has actually received from the Issuing Bank or the Payment Scheme. The funds settled to the Contractual Partner on a given day will depend on the timeframes of settlement provided by the Payment Schemes to PPRO.

PPRO shall collect and aggregate all funds deriving from Payment Schemes and/or Issuing Banks referable to each individual Merchant, if applicable, on the basis of the Merchant Contract ID. PPRO shall hold and/or process funds in accordance with Regulatory Requirements.

Subject to the Minimum Settlement Amount being achieved, PPRO shall remit funds due to the Contractual Partner within two (2) TARGET2 Bank Days following the day that PPRO delivers the corresponding Clearing Statement to the Contractual Partner. The amount of the funds remitted to the Contractual Partner shall be equal to the amount of funds as stated in the corresponding Clearing Statement which may include outstanding Fees deducted by PPRO in accordance with the Agreement or Holdbacks deducted in accordance with clause 12.1, if applicable.

The Contractual Partner shall examine the Clearing Statements issued to it and promptly notify PPRO in writing of anything which it regards as an error or irregularity to which it proposes to object. In any event, no later than eight (8) weeks following receipt of the respective Clearing Statement, if no objection has been received, the Clearing Statement shall be deemed free of error and irregularity and duly approved. If an objection has been received the Clearing Statement shall be deemed approved with regard to such parts of it to which no objection is made.

HOLDBACKS

PPRO shall be entitled in its reasonable discretion to retain a reasonable Holdback, for certain Payment Methods that carry certain risks of Chargeback (as well as the risks described in this clause), from the settlement funds remitted to the Contractual Partner. The amount of any Holdback will be notified to the Contractual Partner in advance together with a clear justification and shown on the Clearing Statement. PPRO shall be entitled in its discretion (which PPRO shall exercise reasonably and in good faith) to adjust the Holdback at any time, notice of which shall be provided to the Contractual Partner. The applicable Holdback for each Payment Method shall be described in the Payment Services Agreement.

PPRO may take into account, amongst other matters, of the following risks and factors when determining whether to retain a Holdback and the amount of such Holdback:

DATA PROTECTION
 
The contracting parties shall undertake to comply with the provisions of the PPRO Data Privacy Terms.

Contractual Partner shall ensure that its employees and other third parties working on its behalf with access to confidential data or data otherwise subject to data protection comply with the above policy.

DOCUMENTATION AND DATA SECURITY/DATA STORAGE OBLIGATIONS

The Contractual Partner shall ensure that it implements appropriate policies, procedures and technical solutions to prevent unauthorised access to Confidential Information and to ensure that transaction flows are secured with end-to-end encryption in accordance with industry standards.

In the event that the Contractual Partner and/or a Merchant discovers that a third party has attained knowledge of Customer identification and authenticating data, or misuse is suspected, the Contractual Partner shall immediately inform PPRO and, where possible, PPRO may disable access by the Contractual Partner or the Merchant, as applicable, to the Products and Services until the matter is resolved.

The Contractual Partner will ensure that all access data, passwords or certificates are stored securely and protected against access from unauthorised parties and that all Customer and Transaction data transferred by the Contractual Partner will be made in a secure manner. Should any actual or potential breach in data security occur (including situations where the Contractual Partner reasonably suspects a data breach or unauthorised third Party access to its systems), the Contractual Partner must inform PPRO immediately.

The Contractual Partner shall comply with PPRO’s reasonable directions with regard to the testing of the Integration between the Contractual Partner’s systems and PPRO’s systems. In case the Integration is through a third party, the Contractual Partner shall comply with PPRO’s reasonable directions as necessary for PPRO to undertake a validation of the Contractual Partner’s integration to PPRO’s Payment Gateway.

The Contractual Partner undertakes to notify PPRO immediately regarding any malfunctions of PPRO Payment Gateway of which it becomes aware of during the Term.

The Contractual Partner hereby grants its express consent to PPRO disclosing data related to the processing of Transactions under the Agreement, including Merchant related data, to a Payment Scheme, an Issuing Bank or other participating bank, a Regulator, PPRO’s banking partners or foreign authorities (including, but not limited to, law enforcement authorities) provided PPRO does so at all times in accordance with the Applicable Law (collectively the “Recipients”). The Contractual Partner understands and agrees that the Recipients may disclose data related to the Transactions, including Merchant related data, to third parties.

If the Contractual Partner believes that a payment instruction that it may have issued to PPRO was unauthorised or incorrectly executed, it must inform PPRO without undue delay, and in any event no later than 4 weeks following the date of execution of the payment. Notification must be made via email to riskmanagement@ppro.com. Subject to requirements of Applicable Law, the time period specified in this clause 14.7 shall be maximum time period for reporting unauthorised or incorrectly executed payment transactions.

If the Contractual Partner’s access details to the online interface to its payment account linked to the Payment Processing Service have been lost, stolen or misappropriated, or the Contractual Partner suspects that unauthorized use of its payment account has taken place or may take place, the Contractual Partner must inform PPRO immediately and shall make such notification by email to this email address: finance@ppro.com.

PPRO is entitled to forward all relevant information collected from the Contractual Partner or its Merchants to clearing centres, acquirers, Payment Schemes, authorised banking partners, credit agencies and any subcontractors as required to provide the Products and Services.

PPRO acknowledges that should it undertake to process Cardholder Data (as the term “cardholder data” is defined in accordance with PCI DSS) PPRO shall remain responsible for the security of cardholder data that PPRO possesses or otherwise stores, processes or transmits on behalf of the Contractual Partner or to the extent that it could impact the security of the Contractual Partner’s cardholder data environment.

SUSPENSION AND BLOCKAGE OF SERVICE

PPRO has the right to block access to particular Payment Schemes or suspend the Contractual Partner’s use of Products and Services, should the Contractual Partner infringe any material contractual obligation imposed on it. In case of a PSP, should such infringement relate only to the actions of a particular Merchant, PPRO’s right to block or suspend is solely in relation to such infringing Merchant, unless otherwise required by Applicable Law or a particular Payment Scheme. However, should there be a significant number of Merchant suspensions pursuant to the above, PPRO may block or suspend the PSP. Furthermore, in the event of an extra ordinary event, such as widespread sanctions targeting a particular country, industry and/or individuals, PPRO shall have the discretion to suspend, block or terminate the Agreement or a particular Merchant, with reasonable notice, even if the PSP or Merchant is not directly targeted by such measures, to protect its reputation, goodwill, license or otherwise.

Should a blockage or suspension be initiated, PPRO shall be entitled, in the first instance, to withhold remittance of funds otherwise due under clause 11.5. PPRO will notify the Contractual Partner in such event, unless to do so would be contrary to Regulatory Requirements or jeopardise any investigation of fraud.

PPRO may suspend or block Contractual Partner’s or any of its Merchant’s access and use of a Payment Method, and any associated account, should it reasonably suspect unauthorised or fraudulent use of the same, or for reasons related to the security of the payment account.

COMPLIANCE WITH LAWS

Throughout the Term each party agrees that it will:

Either party will inform the other upon receipt of any enquiry regarding the performance of the Agreement from any governmental or regulatory authority (including the CSSF and FCA), where it is lawfully able to do so, and will cooperate with the other party, where so requested, in providing information or records in connection with examinations, requests or proceedings from any governmental or regulatory authority.

Each party represents that it, and each of its owners, directors, employees, and every other Person working on its behalf has not and will not, in connection with the subject matter of the Agreement make any improper payment or transfer or improperly transfer anything of value, directly or indirectly to:

Each Party shall comply with applicable bribery laws including ensuring that it has in place adequate procedures to prevent bribery or other improper payment and use all reasonable endeavours to ensure that:

In the event that a party should reasonably suspect, in good faith, that the other party or a member of its Group is carrying out money laundering, terrorist financing, bribery, fraud or any other financial crime, then that party will be entitled to suspend the performance of its obligations under the Agreement without notification and without stating any reasons.

Each party will notify the other in writing if it considers that a change in Applicable Law is likely to require a change to the Agreement (including the scope of the Payment Processing Services, the technical services and the Service Levels ). Following such notice PPRO shall have the right to amend the Agreement (in consultation with the Contractual Partner) to the extent strictly necessary to ensure continued compliance with Applicable Law. The Contractual Partner shall agree to such amendment or have the right to terminate the Agreement if the Contractual Partner reasonably considers that such amendment will adversely affect its commercial position to a material extent under the Agreement.

INDEMNIFICATION AND LIABILITY

Each representation, warranty, covenant and agreement made by PPRO UK or PPRO LU, as applicable, under this Agreement shall be deemed to be jointly made by both entities. All liabilities and obligations arising from such representations, warranties, covenants and agreements shall be the joint and several responsibility of PPRO UK and PPRO LU.

The parties undertake that (i) neither shall use the Products and Services provided for under the Agreement for the purposes of money laundering, terrorist financing, fraud or any other financial crime; and (ii) no funds which are being transferred by them constitute the proceeds of any criminal activity.

Subject to the provisions of clause 17.7 and notwithstanding anything in the Agreement to the contrary, in no event will either party be liable to the other, whether in breach of contract, negligence, breach of statutory duty, tort, or under any term of the Agreement, for:

Subject to the provisions of clause 17.7, the maximum liability of PPRO, whether in negligence, breach of contract, breach of statutory duty, other tort, under an indemnity or otherwise arising out of or in connection with the Agreement shall not exceed, in aggregate, the total Fees actually paid by the Contractual Partner to PPRO under the Agreement during the twelve (12) month period immediately preceding such breach irrespective of the Commencement Date.

PPRO shall bear no liability for any breach of data security obligations arising from the actions or omissions of by the Contractual Partner or its Merchants, if applicable.

Each claim by a contractual party under or in connection with the Agreement must be made within two (2) years of the occurrence of the alleged breach failing which such claim shall become time barred.

The exclusions and limitations of liability set out in this clause shall not apply to:

The Contractual Partner shall indemnify PPRO and shall hold PPRO harmless against all fines, damages, expenses and/or all related costs (including reasonably incurred legal costs) which arise from or are incurred by reason of: (i) breach by the Contractual Partner or (if applicable) its Merchants of any applicable requirements under anti-money laundering, terrorist financing, fraud or any other financial crime laws and regulations (ii) breach by the Contractual Partner or (if applicable) its Merchants of the PPRO Payment Methods – Specific Terms of Use; (iii) breach by the Contractual Partner of its obligations under clauses 3. (Obligations of the Contractual Partner), 6. (Representations, Warranties and Undertakings of the Contractual Partner), 13. (Data Protection), 14. (Documentation and Data Security/Data Storage Obligations), 16. (Compliance with laws), 19 (Non-Disclosure) and 20. (Trademark and Copyright); (iv) the willful misconduct or intentional tortious conduct of any employee of the Contractual Partner in connection with the obligations contingent upon either contracting party under the terms of the Agreement. PPRO may at its sole discretion, set off any fines, damages, expenses and costs incurred as a result of the Contractual Partner’s breach against amounts held by PPRO that are otherwise payable to the Contractual Partner under this Agreement. Exercise of this right of set-off will not prevent PPRO from using any other rights or remedies available to it under the Agreement or otherwise.

ASSIGNMENT & PERFORMANCE

The Contractual Partner may not, without the prior written consent of PPRO (such consent not to be unreasonably withheld or delayed), assign, novate, sell, pledge, mortgage, license or dispose of it, part with any interest in the Agreement or grant any sub-licence or delegate any of the rights conferred by it.

PPRO may assign, novate or subcontract any part of the services under the Agreement (a) to a PPRO Affiliate without obtaining any further consent from the Contractual Partner or (b) to any third party that is not a PPRO Affiliate upon the prior written consent of the Contractual Partner, such consent to not be unreasonably withheld. The Parties note and acknowledge that some of the services under the Agreement may be performed by a network of PPRO Affiliates.

PPRO may assign its rights and obligations under the Agreement, effective upon notice to the Contractual Partner, to any Person in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets subject to the assignee assuming all of PPRO’s obligations.

If the services subcontracted by PPRO to a PPRO Affiliate or third party are regulated Payment Processing Services, PPRO shall ensure that the designated PPRO Affiliate or third party is permitted under Regulatory Requirements to provide those Payment Processing Services, if required, is capable of performing them in accordance with good industry practice and standards and shall have the competence and technical capabilities to meet the obligations placed on PPRO under the Agreement.

PPRO shall be contractually responsible for the proper performance of the Payment Processing Services under the Agreement irrespective of the subcontracting. For the avoidance of doubt, this means that, under the Agreement, PPRO shall be wholly liable for the acts and omissions of the PPRO Affiliates during their provision of Payment Processing Services.

Subject to and upon any succession or assignment permitted by the Agreement, any successor or assignee of the Contractual Parties will in its own right be able to enforce any term in accordance with the terms of the Agreement as if it were a party.

NON-DISCLOSURE

The parties undertake not to disclose to third parties Confidential Information, which they are entrusted with by the other party or have or will become aware of from time to time during the course of the contractual relationship. Disclosed documents, whether in hard copy format or in electronic form, shall be returned to the other party upon termination of the Agreement on request and/or deleted, as agreed. Each party may retain one copy (and any automatically generated back-up electronic copies) of such of the Confidential Information as may be necessary solely for the purposes of and for so long as required by Regulatory Requirements.

The parties may disclose Confidential Information to their professional advisers and employees, on a strictly confidential basis, as is needed in order to perform the Agreement or otherwise to enable them to avail themselves of their legal rights. Such disclosure is permitted only to Persons who (a) have been informed of the confidential nature of the information divulged to them, and (a) are subject confidentiality obligations not materially less onerous than those imposed on the Parties under the Agreement. Upon termination of the Agreement, this non-disclosure clause will survive and continue in full force and effect.

TRADEMARK AND COPYRIGHTS

The Contractual Partner confirms that it was not involved in the design and development of the Products and Services and has no previous knowledge of the details thereof. The Contractual Partner confirms that it holds no rights in the Products and Services to which it is entitled, to the extent that they are not granted to it by the Agreement.

Any copyrights and related intellectual property rights of a party that are in existence or come into existence during the performance of the Agreement shall remain the property of that party. Should PPRO’s software be made available to the Contractual Partner within the scope of the Agreement, PPRO shall grant the Contractual Partner a non-exclusive, gratuitous right of use thereto, limited to the place of business of the Contractual Partner or at the respective installation location. Such right of use shall be limited to the duration of the Agreement. The Contractual Partner shall not be entitled to modify, translate, reverse-engineer, transform or otherwise adapt the software. The re- translation to the format of source codes or other display formats is not permitted. The Contractual Partner undertakes to only provide accessibility to the software to those employees or agents of its Company with an absolute need to obtain accessibility in order to perform the Agreement. Any other type of access and/or disclosure, whether original or by way of a complete or partial copy, shall require the express written consent of PPRO.

Each party shall be permitted to use brands and trademarks of the other party with the prior written consent of the other party.

PPRO grants the Contractual Partner the non-exclusive and temporary right for the Term to use the word mark and the work/picture mark (“Trademarks”) of the integrated Payment Methods subject to the Agreement and the PPRO Payment Methods – Specific Terms of Use. The Contractual Partner may use these Trademarks in unmodified form and only in accordance with the Payment Scheme’s terms in order to put in circulation, introduce, offer, advertise and market the respective Payment Method.

Both parties acknowledge and agree that there is no intent, nor contemplated under the Agreement to create any jointly developed Intellectual Property Rights. In the event that jointly developed Intellectual Property Rights are inadvertently created, the Parties shall discuss in good faith the ownership and exploitation of any jointly developed Intellectual Property Rights developed by the parties as a result of the operation of the Agreement. Each party shall promptly notify the other party of such jointly developed Intellectual Property Rights following the creation and shall negotiate for a period of 60 days following such notification. If the parties are unable to agree the ownership and exploitation of such jointly developed Intellectual Property Rights within the foregoing 60-day period, the parties shall manage the dispute in accordance with the dispute resolution process, as set out in clause 23.

Should claims be asserted against the Contractual Partner due to the infringement of trademark rights based on the use of the Trademarks within the agreed scope of use or due to the infringement of other related intellectual property rights, the Contractual Partner shall notify PPRO immediately writing. To the extent possible and reasonable, and upon express request by PPRO, the Contractual Partner shall leave the defense against such claims to PPRO. The Contractual Partner will provide appropriate support to PPRO in this process.

MODIFICATIONS OF THE SERVICES, PARTIAL PERFORMANCE AND FORCE MAJEURE

REPORTING OBLIGATIONS

The parties agree, in accordance with Applicable Law, that:

In the event that some other legislative act applies to the Products and Services, whether in place of or in addition to the PSR or the LPS, the parties agree that the Agreement shall be construed as far as possible and legally permissible to give full effect to the intentions of the Parties as expressed in the preceding clause 22.1.

FINAL PROVISIONS

Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of, the other party or any Payment Scheme. Accordingly, each party will ensure that none of their personnel sign any documents on behalf of the other party. The Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. The performance of each party’s own marketing activities shall be solely incumbent on each party. Any joint marketing activities shall require a separate agreement between the parties.

Subject to clause 22.2 above, the Agreement shall be governed and construed in accordance with the laws of the Grand Duchy of Luxembourg, except for any dispute related to the provision of Payment Processing Services or Payment Services by PPRO UK, when applicable, or PPRO UK’s rights and obligations under clauses 14. (Documentation and Data Security/Data Storage Obligations), 20. (Trademark and Copyrights) and the Service Levels, that shall be governed and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the Luxembourg courts, except for any dispute related to the provision of Payment Processing Services or Payment Services by PPRO UK, when applicable, or PPRO UK’s rights and obligations under clauses 14. (Documentation and Data Security/Data Storage Obligations), 20. (Trademark and Copyrights) and the Service Levels, which the Contractual Parties submit to the exclusive jurisdiction of the English courts.

Notwithstanding, clause 23.2, the parties shall attempt, in good faith, to resolve any dispute arising out of or, in connection to the Agreement, its subject matter or formation (including non-contractual disputes) promptly by negotiation which shall be conducted as follows:

If any court finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the remaining provisions of the Agreement will not be affected.

The Agreement is made for the benefit of the parties, including any PPRO Affiliate providing Payment Processing Services or part of the Payment Processing Services as detailed in the Payment Services Agreement and any Affiliate of the Contractual Partner who has joined the agreement as provided for by clause 1.8. Save for the aforesaid, the Agreement is not intended to benefit any third party or be enforceable by any third party.

Any notice given to a party under or in connection with the Agreement shall be in the English language, in writing, and shall be delivered by post and/or by email at the addresses for service of notices set out below. Invoices, if electronic invoices, shall be communicated only by email.

Failure by one of the parties to exercise or enforce any rights available to it shall not amount to a waiver of that right.

The Agreement and any documents referred to in the Agreement constitute the whole agreement between the parties and supersede all previous negotiations or agreements between them relating to its subject matter. Each party acknowledges that, in entering into the Agreement and the documents referred to in the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement or the documents referred to in the Agreement.

MODIFICATIONS

PPRO reserves the right to unilaterally amend the following from time to time, notification of which will be provided to the Contractual Partner via email:

Contractual Partners will be notified of any such Changes per email and the Change will be effective and binding as of the date on which the email notice is distributed.

If a Change is made pursuant to 24.1.3 or 24.1.4 (i) would have a detrimental impact on the quality of the services provided to the Contractual Partner by PPRO or (ii) the Contractual Partner is likely to suffer significant economic loss as a result of the Change the Contractual Partner will have the right to terminate its access and use of the specific Payment Method. Notice of termination must be provided to PPRO within 45 calendar days of the Change. If the Contractual Partner does not exercise its right of termination within 45 calendar days of the Change, the right will be extinguished. For the avoidance of doubt, The addition of new Payment Methods to these Terms of Use is explicitly excluded from being considered a Change subject to the termination right of the Contractual Partner included in this clause 24.3.

FORCE MAJEURE

No party will be liable to the other for failure or delay in performance of any obligation under the Agreement if such failure or delay is caused by an Event of Force Majeure provided that the party which is the subject of an Event of Force Majeure (the “Claiming Party”):

If the Event of Force Majeure in question prevails for a continuous period in excess of two (2) months after the date on which the Event of Force Majeure began, the Non-Claiming Party is then entitled to give notice to the Claiming Party to terminate the Agreement. The notice to terminate must specify the termination date, which must not surpass thirty (30) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the Agreement will terminate on the termination date set out in the notice.

Illegal products and services, or products and services prohibited by applicable laws:

Regulated goods and services (including products and services falling under general regulations, jurisdictional- and/or age-restrictions):

Activities carrying or potentially carrying a negative environmental impact:

Specialized financial or legal products or services:

Miscellaneous

Alcohol and alcoholic beverages

CFD and Forex brokers;

Crowdfunding;

Cryptocurrency;

Financial services, including e-wallets, insurance, money transfer services, payment vouchers and stored value products;

Daily fantasy sports;

Gambling, betting and casinos;

Game skins and in-game currency;

Marketplaces;

Multi-level marketing;

Non-profit organizations and charities;

Tobacco Products, E-cigarettes and Vape;