TERMS OF USE

OF THE SPS SOFTPOS APPLICATION FOR MOBILE DEVICES

1. General provisions

1) By accepting these terms of use (“Terms”) of mobile application for contactless acceptance of electronic
payments (“Application”) Application user (“User”) enters into a legally binding agreement with the
limited liability company created under the laws of Poland under commercial name SoftPos sp. z o.o.
with its seat in Warsaw at Okopowa Street, nr 56, apartment 77 postal code: 01-042 entered into the
Entrepreneurs Register of the National Court Register maintained by the District Court for the City of
Warsaw Commercial Division of the National Court Register, under KRS No. 0000773538, tax
identification number (NIP) 9462686806, share capital in the amount of PLN 50 050, email
apps@softpos.eu (“Company”) for the use of the Application (jointly referred to as “Services”).
2) The Services enable the User to accept payment card transactions (“Transaction”) for User’s customers
(“Cardholder”) via the Application.
3) The scope, cost, fees, liability and other terms and conditions of Transaction processing are subject matter
of the separate agreement concluded between the Acquirer SIX PAYMENT SERVICES (EUROPE) S.A.
with its seat in L-5365 Munsbach, 10 Gabriel Lippmann, Luxemburg (“Acquirer”) and the User (“User-
Acquirer Agreement”).
4) The Company is not party to the legal relationship between the User and the Acquirer.

2. Company’s representations

1) The Application is designed with the high security standards in compliance with Payment Card Industry
Data Security Standard (PCI DSS) regulations, mandated by Visa and Mastercard and is based on EMV
technology.
2) The Application supports all kinds of EMV based contactless credit, debit, prepaid cards, and all digital
wallets, Apple Pay, Android Pay, Google Pay, Samsung Pay, Host Card Emulation, Wristbands and
Watches, Active or Passive Wearables.
3) The Application supports Visa and Mastercard payment schemes.

3. User representations. Restrictions on Application use

By accepting these Terms the User confirms as follows:

1) The User acknowledges that Transactions shall be processed by the Acquirer in accordance with
the User-Acquirer Agreement.
2) The User is an individual entrepreneur or a legal entity duly authorised to conduct business in
Poland acting as merchant within the meaning of Visa and Mastercard regulations.
3) The User shall comply with applicable provisions of the Card Industry Data Security Standard
(PCI-DSS) in particular with regards to storage, processing and transmission of payment card
data.
4) The Company may at any time update or modify the Application with immediate effect without
prior notification. The User shall install any and all Application updates made available to the
User.
5) The User has performed the handset compatibility check.
6) The User declares that the Acquirer has prior to signing the User-Acquirer Agreement carried
out all required examining as determined by applicable anti-money laundering and anti-terrorism
financing laws and regulations as well has positively verified User’s identity; In order to process
Transactions, the additional method of authentication such as User’s pin or password could be
required to verify the User’s identity.

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 7) The User shall promptly review any settlements, refunds, chargebacks or any other transactions,
paid or charged to User’s bank account or the Cardholder as set forth in User-Acquirer
Agreement.
8) The User shall not accept any Transactions involving or being connected to any illegal content
or content that is subject to protection according to applicable law as well as Transactions that
are prohibited under any laws or regulations applicable to the Transaction in particular laws
against money laundering or terrorist financing, to the User or to the Cardholder.
9) The User shall not submit into Application any content which is unlawful, false or could give
rise to criminal or civil liability or could results in violation of legal rights of any person or
entity, or which contains harmful, disruptive, or corrupted data.
10) If the User submits or attempt to submit any Transaction in violation of these Terms or the User-
Acquirer Agreement or the provisions of law the Company shall have the right not to perform
Services, to suspend or reverse the Transaction; to suspend or to close the Account as defined in
clause 7 or to report the Transaction to the relevant law enforcement agency; as well as to claim
damages from the User.
11) The Company is entitled to restrict User’s access to the Application in case of any legal
proceedings, investigation or pending disputes related to User’s Transactions.

4. Costs and fees

The User shall not pay any fees or reimburse any costs to the Company due to the Application use. All
fees pertaining to the Application use and Transaction processing are subject matter of the User-Acquirer
Agreement.

5. Application functionalities. Technical requirements.

1) In order to use Application the User shall require a compatible mobile device (“Device”) and Internet
connection (3G/4G or Wi-Fi connection are required).
2) The User shall cover all fees charged by Internet or Device provider.
3) The Application may be installed on any mobile handset with NFC technology with Android 8.0 software
and higher.
4) The User may accept Transactions via the Application solely with contactless payment cards containing
all of the elements required by Visa or Mastercard regulations. Transactions with manipulated or damaged
or expired cards are prohibited.
5) The User shall monitor the Account as defined in clause 7 and Transaction history and refund to the
respective Cardholder any incorrect, invalid or wrong Transactions as set forth in the User-Acquirer
Agreement.

6. Services and availability

1) Based on the User-Acquirer Agreement the User has mandated the Acquirer to conduct payment
processing via the Company’s Application in accordance with PCI DSS regulations, in particular the User
has explicitly authorised the Acquirer to hold, receive and disburse funds to and from designated financial
institutions as set forth in the User-Acquirer Agreement.
2) Based on the User-Acquirer Agreement the User has mandated the Acquirer to provide first level technical
support as to the Application.
3) The Company shall use all reasonable endeavours to provide the Services twenty-four (24) hours a day,
seven (7) days a week, all year with uptime level of 98% monthly. The Services may be suspended or
limited at Company’s reasonable discretion if the User has failed to comply with material obligations
under these Terms or due to:
(i) maintenance services,
(ii) law requirements,

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 (iii) reasonable suspicion of terrorist financing or money laundering.
4) The Application enables the User to obtain transaction history.
5) Chargeback, refunds and returns procedures are subject to the User-Acquirer Agreement. Any
chargeback, refunds or returns dispute are to be resolved in accordance with Mastercard and Visa
regulations.

7. Account

1) In order to use the Services via Application the User is required to register the User account (“Account”)
created in Company’s server upon Acquirer’s request.
2) In order to use the Application the User needs to register the Account as follows:
(i) report the Account’s administrator email address to the Acquirer,
(ii) confirm the Account’s registration using provisioned registration email,
(iii) setup an Account login and password,
(iv) confirm the Merchant ID assigned by the Acquirer.
3) By disclosing User’s data the User confirms that all information submitted by the User is valid accurate
and up to date.
4) The sign-up confirmation shall be sent to the email address disclosed by the User.
5) Each User may register only one dedicated User Account.
6) User Account will be registered to the Company server.

8. Intellectual Property Rights. User’s license

1) Intellectual Property Rights mean any and all rights related directly or indirectly to the Services,
Application content, technology, graphics, logos, database rights, trademarks, name rights, utility models
and design rights, patents, and all other copyrights. All copyrights to the Application remain vested in the
Company. No works can be used or copied without the Company prior written consent.
2) Subject to these Terms the Company grants to the User a personal, limited, non-exclusive, non-
transferable, revocable, non-transferable, temporal end-user license, without the right to sublicense in the
following forms of exploitation for processing card transactions (the “License”):
(i) permanent or temporary reproduction of a computer program in whole or in part by any means
and in any form, including for the purpose of introducing, displaying, applying, transferring and
storing the computer program.
3) Use, introducing, displaying, transmitting and storage regardless of format, system or standard. The
License to use the Application shall commence upon its acceptance by installing the Application and shall
expire upon uninstalling the Application.
4) The User is entitled to use the Application solely for the purpose of financial Transactions processing in
accordance with Mastercard and Visa regulations as agreed upon in the User-Acquirer Agreement.
5) Any use of the Application contrary to respective regulations of Visa's Tap-to-phone and Mastercard's
Tap-on-phone security guidelines shall constitute major violation of License terms and conditions and
shall result in expiry of the License with immediate effect.
6) Without the Company prior written consent the User shall not:
(i) provide any third party with access to the Application,
(ii) transfer any rights granted under these Terms to a third party,
(iii) access or monitor any content, material or information on any system manually or by automated
means such as robots, spiders, scrapers, etc.,
(iv) modify, copy, reproduce, alter, publicly display, republish, create derivative works upload, post,
transmit, resell or distribute in any way content of the Application,
(v) work around, bypass or circumvent any of the technical limitations of the Application,
decompile, disassemble or otherwise reverse engineer the Application,
(vi) use the Application for purposes different from the purpose as defined under these Terms.

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 7) All rights to content generated and submitted to the Application by the User shall remain vested in the
User. Such content submitted by the User may be deleted through uninstalling the Application.

9. Liability and indemnification

1) As software provider the Company shall be held liable solely for damages occurred as a result of
Application malfunction or failure due to the Company’s wilful misconduct. The Company shall not be
liable for any disruption or impairment of the Application or Services under these Terms due to force
majeure or due to reasons not attributable to the Company.
2) The Company shall not be held liable for any damages incurred due to third party hardware.
3) The Company shall not be held liable for Transactions processing and fees incurred by those Transactions
due to reasons attributable to the Cardholder, User or to the Acquirer.
4) The Parties exclude the Company liability for damages in form of lost profits (lucrum cessans) including
indirect or consequential losses and loss of reputation.
5) To the maximum extent permitted by the law, the Company shall not be held liable for direct or indirect
losses and damages or non-performance under these Terms which result from Company’s compliance
with legal and regulatory requirements or breach of these Terms by the User.
6) The Acquirer liability has been set forth in the User-Acquirer Agreement.
7) The User shall keep the Device, PIN number, password and other online login credentials (if applicable)
confidential at all times and secured against unauthorised use by third parties. The Company shall not be
held liable for any Transactions performed as a result of unauthorised access to the Application by third
Parties.
8) The User shall be solely responsible for fulfilment of all User’s obligations if required by law or the User-
Acquirer Agreement pertaining to Transaction processing such as making available to the Cardholder a
paper-based receipt of the Transaction.
9) The Company is not party to the legal relationship between the User and the Cardholder and shall not be
held liable for commercial or any other grounds of Transactions.
10) The User shall indemnify the Company from and against any claims, damages and costs resulting from
the User’s violation of any applicable law, regulation or any provisions of these Terms or the User-
Acquirer Agreement resulting in Company’s liability against any authorities or third parties.

10. Term. Suspension. Termination

1) The Account can be terminated and closed by the User at any time by uninstalling the Application.
2) Should there be no activity in the User Account for 4 consecutive weeks the Company shall have the right
to send a notification to the User’s registered email address. If the User as of 7 days after receipt of the
notification do not declare the intent to continue using the Account the Account will be automatically
closed.
3) The Company is entitled to suspend or to terminate and close the Account if:
(i) the User is in breach of any obligation under these Terms or under the User-Acquirer Agreement
or any other rules or laws applicable to Services; or
(ii) there are reasonable grounds to suspect that the User might be involved in any fraudulent
activity, money laundering, terrorism financing or other criminal activity, activity resulting in
credit or fraud risk; or
(iii) for justified security reasons.
4) The Company shall not be obliged to reimburse any costs incurred by the User due to the Account
suspension or termination as set forth in item 3.
5) After termination of the Account the User shall continue to be bound by these Terms. The Company shall
be entitled to delete all of User’s data stored on Company’s servers in accordance with data protection
laws and regulations.

11. Miscellaneous

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1) The Company is entitled to appoint a third party in order to fulfil some or all Company’s obligations
under these Terms.
2) The User shall treat as confidential all information obtained during execution of these Terms. Any
operating or trade secrets of the Company constitute confidential information.
3) The User shall observe all applicable data protection regulations and take adequate measures against
unauthorised use of the Application.
4) The Company collects, uses and protects personal data in accordance with the Company’s Privacy Policy.
5) Written communication and notices shall be made via email to the email address specified by the User at
the registration procedure or within the Application.
6) The Company has the right to amend these Terms by notifying the User of the proposed amendments
onto the User’s email address registered with the Account. The proposed amendments to the Terms shall
come into force two (2) months after the date of the notice, unless the User beforehand has given notice
of objection to the proposed amendments.
7) The Company is entitled to assign Company’s rights and obligations under these Terms to any third
party.
8) The User shall not assign any of rights and obligations under these Terms to third parties without the
Company prior written consent.
9) This Terms enter into force upon acceptance of these Terms and the Privacy Policy by the User. By
downloading this Application the User confirms that the User has read, understood and accepted the
Privacy Policy.

12. Governing Law. Complaints. Disputes

1) These Terms shall be governed by and construed under and in accordance with the laws of Poland. In
matters not stipulated herein the Act on rendering electronic services dated 18.07.2002 (unified text Polish
Journals of laws from 2020 item 344) shall be applicable.
2) Any complaints about the Services shall be addressed to the Company under the email address
apps@softpos.eu.
3) Any dispute arising out of or in connection with these Terms shall be finally resolved by the courts in
Poland, except where prohibited by provisions law. Before referring the dispute to court, the parties will
endeavour to resolve the dispute by amicable negotiations.