DTCPAY LUXEMBOURG S.A. TERMS OF BUSINESS

FOR THE USE OF DTCPAY SERVICES

1. OUR SERVICES

Version in force from [●] 2025

to your use of any of our Services, of which you will be notified in accordance with Clause 1.4 above. You will

1. These Terms (as defined below) set out how we, dtcpay Luxembourg S.A. (or any affiliate) (hereafter “dtcpay”), registered with the Luxembourg Trade and Companies Register under number [●] and with business address at 53 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, will provide Services to you, the Customer. The Terms apply to all Services we provide to you, unless otherwise agreed, and will usually be supplemented by one or more Engagement Letters setting out terms specific to our engagement, such as the scope and our fees. In providing the Services, we may receive support from our affiliates in the context of outsourcing arrangements (such affiliates, together with us, the “dtcpay Group”).This will not alter any rights or obligations you or we will have in relation to the provision of the Services. Our Customer is only ever the party or

parties named in the Service Agreement, unless otherwise agreed in writing.

2. In order to provide the Services, dtcpay holds an electronic money institution licence under the Luxembourg law of 10 November 2009 on payment services, as amended, allowing it to provide payment services throughout the European Economic Area. This licence was issued by the Commission de Surveillance du Secteur Financier, having its premises at 283 route d'Arlon L-1150 Luxembourg and can be consulted on the register provided on the CSSF’s official website, via the following link Recherche entités and on the European official register (EUCLID - Register).
3. In procuring any Service from dtcpay, you acknowledge that you have read, comprehended and agreed to these Terms. You are strongly advised to read through the entirety of the following Terms. You are deemed to have accepted and agreed to these Terms if you register for a User Account and/or utilise any of our Services. If you do not agree with any of these Terms, please do not access the dtcpay Platform or use or attempt to use any of our Services.
4. We may amend these Terms, and/or each or any of our other rules, policies and procedures at any time by posting a revised version on the dtcpay website (https://[●].com) and notify you no later than two months before the proposed date of application. By continuing to use the Services (or any part thereof), you agree to and/or are deemed to have agreed to the revised Terms, unless you notify us of your refusal. The refusal must be notified in writing before the proposed amendments come into force.. In the event that you refuse the amendments of the Terms, dtcpay has the right to terminate the framework contract free of charge and with effect at any time until the date when the changes would have applied.
5. We may also from time to time publish additional guidelines, rules, and conditions applicable

comply with these additional guidelines, rules and conditions, which will be incorporated by reference into these Terms.

2. DEFINITIONS

3. In these Terms, unless the context otherwise requires, each of the following words and expressions shall have the meanings as set out below:

Authorised Person means any natural person who is designated in writing by the Customer from time to time to give Instructions under these Terms;

Business Day means between [9 a.m. and 5 p.m.] of any calendar day (other than Saturday or Sunday) on which banks in Luxembourg are generally open for business;

Business Customer means the person stated as Customer in the Engagement Letter, which is either a legal entity or an individual using the Services in the context of their professional activity;

Card means any validly issued and unexpired credit, debit or prepaid card issued by a bank or financial institution which can be used to purchase goods and/or services;

Cardholder means a holder of a Card who purchases goods and/or services from the Business Customer;

Chargeback Ratio means the fraction where the present month’s chargeback amount is the numerator and the previous month’s revenue is the denominator;

Confidential Information has the meaning given to it in Clause 11.31;

Consumer Customer means the person stated as Customer in the Engagement Letter, which qualifies as consumer under applicable laws and regulations;

Consumer Code means the consumer code of the Grand Duchy of Luxembourg, as amended.

Consumer Legal Information: means the consumer information required to be provided to a consumer in due course before its entry into a distance financial contract under articles L.222-14 and L.222-16 of the Consumer Code and the Law.

CSSF means the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier).

Customer means either a Business Customer or a Consumer Customer;

Defaulting Party and Non-Defaulting Party have the meaning given to them in Clause 11.12;

Disclosures means providing information and documents related to you and dtcpay together with its group companies and/or the Service Provider such that the Service Provider may disclose such information or document(s) to their parent company, subsidiaries, branches, affiliates, service providers or any regulatory or government organization or quasi-governmental authority or to any other inquiries as they may require to from time to time for the provision of their services, subject to the relevant laws and regulations.

Documentation means the operation instructions, user manuals, help files and other technical information and material, in printed, written or electronic form in any media and format, delivered to the Customer that are intended for use in connection with the Services;

dtcpay Card has the meaning given to it in Clause 10.1;

dtcpay Platform means dtcpay’s platform accessible at http://[●];

dtcpay Wallet has the meaning given to it in Clause 10.1;

End User means a customer of the Business Customer;

End User Information has the meaning given to it in Clause [11.1(b)];

Engagement Letter means the letter accompanying these Terms, as provided by dtcpay to the Customer and as amended or supplemented from time to time, which sets out the Customer’s agreement to these Terms and to any additionally specified provisions;

External Wallet means a third-party e-money wallet maintained outside of dtcpay platform for deposit or withdrawal of funds to and from dtcpay.

Indemnified Party has the meaning given to it in Clause 11.28;

Intellectual Property Rights means all present and future copyrights, trademarks, service marks, business names, internet domain names, design rights, database rights, semiconductor topography rights, other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures, including the “look and feel” of any websites, undisclosed or confidential information (including know-how, trade secrets and inventions, whether patentable or not), and any other intellectual property and proprietary rights of whatever nature, whether registered or not, recognised in any jurisdiction;

Instruction(s) means any instruction, request or order given to dtcpay by you in relation to the operation of your dtcpay User Account or to execute any Transaction,

through such medium and in such form and manner as dtcpay may require;

Insolvency Event means in respect of persons which are corporations, companies, partnerships or any other legal entities, any of the following events:

1. a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person with the view to winding up the person or placing the person under judicial management;
2. the person is or is deemed by any applicable law or competent court to be insolvent or unable to pay its debts as they fall due;
3. the person resolving to wind itself up or otherwise dissolve itself;
4. the appointment of a liquidator or provisional liquidator, or a curator (including a temporary curator) in respect of the person;
5. a judicial manager being appointed in respect of the person or any of its assets;
6. the person entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;
7. the appointment of a receiver or receiver and manager over the person or any of its assets;
8. a distress, attachment or execution or other legal process is levied, enforced or sued on or against any material part of the properties or assets of the person, and is not discharged or stayed within 30 days; and/or
9. anything analogous or having a substantially similar effect to any of the events specified above happening under the Laws of any applicable jurisdiction;

KYC means “know-your-customer”;

Negative Balance has the meaning given to it in Clause 10.1;

GDPR means (i) the General Data Protection Regulation (Regulation (EU) 2016/679) and (ii) the Luxembourg Act of August 1, 2018, on the organisation of the National Data Protection Commission and the general data protection framework;

Party means dtcpay or the Customer;

PIN means a four-digit personal identification number that you either select or request us to randomly generate and mail to you. A PIN is needed in order to access the Services provided under these Terms.

Payment Request means a request from the Customer to us to execute a Payment Transaction via the dtcpay Platform.

Payment Services Law means the Luxembourg law of 10 November 2009 on payment services, as amended.

Payment Transaction means an act of placing, transferring or withdrawing funds, from or into (as applicable) your dtcpay Card irrespective of any underlying obligations between payer and payee.

Point-of-Compromise means the (physical or virtual) location of the payment network, such as an ATM or a point-of-sales terminal, that processed or collected payment information and that was compromised by fraudsters;

Prohibited Countries means any High-Risk Jurisdictions subject to a Call for Action under the Financial Action Task Force (FATF), financial institutions, non-financial institutions and individuals targeted by CSSF under the list of Targeted Financial Sanctions and/or any other country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under any applicable laws and regulations, as amended from time to time;

Related Party means, in relation to a person, any entity that is directly or indirectly controlled by, in control of or under common control with, that person;

Restrictions has the meaning given to it in Clause 3.2(a);

Service Provider means any third-party supplier of payment services to dtcpay which are resold and provided by dtcpay to the Customer pursuant to these Terms;

Services means the services to be provided by dtcpay to the Customer in accordance with these Terms, as defined in the Engagement Letter;

Stored EUR Value means stored monetary value denominated in Euros and held by dtcpay for the account of the Customer which the Customer can use to make permitted payment transactions via the dtcpay Wallet;

Stored E-Money Value means stored electronic monetary value denominated in Euros or other currencies and held by dtcpay for the account of the Customer which the Customer can use to make permitted payment transactions via the dtcpay Wallet;

Stored Value Facility means a wallet that can be topped up by the user with stored monetary value which the user can use to make payment transactions to merchants;

Terms means these terms of business, together with all recitals and schedules (if any);

Transaction means selling, purchasing, or entering into any type of transaction involving assets or products as dtcpay may from time to time permit to be carried out on its platform, opening and operating accounts on behalf of youwithourvendors/partners/service providers/customers, and its subsidiaries and associated

companies which hold a valid payment licence (each a Service Provider), making related Disclosures, depositing or withdrawing any electronic money into or out of your User Account, or instructing payments and FX conversions and agreeing to the overall commercial terms with the Service Provider, including but not limited to the fees;

Usable Balance means the total monetary value available to you in your payment account for transactions using the dtcpay Card, being the total value of all dtcpay Wallet(s) less any applicable tolerance limits and fees, which apply to your Transactions;

User Account means the account opened for the Customer with dtcpay following dtcpay’s confirmation of successful onboarding of the Customer;

In these Terms, a reference to:

1. a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified, re-enacted or consolidated, whether before or after the date of these Terms, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into prior to completion, and shall include any past statutory provision or regulation (as from time to time modified, re-enacted or consolidated) which such provision or regulation has been directly or indirectly replaced;
2. “these Terms” includes all amendments, additions, and variations thereto agreed in writing between the Parties;
3. “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any government authority (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
4. “day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar;
5. “Recitals”, “Clauses”, and “Schedules” mean the recitals and the clauses of, and the schedules (if any) to, these Terms (unless the context otherwise requires);
6. “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation”; and
7. “hereof”, “herein”, “hereon”, and “hereunder”, and words of similar import, shall refer to these Terms as a whole and not to any particular provision of these Terms.
8. The recitals and schedules (if any) form part of these Terms and have the same force and effect as if expressly set out in the body of these Terms.
9. The headings in these Terms are inserted for convenience only and shall not affect the construction of these Terms.
10. Any thing or obligation to be done under these Terms which is required or falls to be done on a stipulated day shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.

11. USER ACCOUNT

Registration of User Account

1. To use any or all of our Services, you must register a User Account by submitting a registration application to us. By submitting a registration application to us, you hereby agree to these Terms. You acknowledge and agree that you may enter into Transactions directly with us, or directly with other users, which may or may not be facilitated by us. For the purpose of registering a User Account, you hereby agree and undertake that:
2. you will provide dtcpay with your legal, truthful, accurate and complete personal information, including your name, address, telephone number, date of birth, email address and any other information as required by applicable law and/or regulation to carry out the Services (the “Registration Information”);
3. in addition to the Registration Information, we may request such additional information or documentation required for the proper functioning and provision of your User Account and related services, including confirmation of your identity, age or your bank details or any relevant debit or credit card or other payment instrument in connection with your use of your User Account. You agree that you will provide such information or documentation promptly to us upon request. If you do not provide such information or if at any time there is any change in the personal information you have provided to us, you agree to immediately notify dtcpay of such changes.
4. if any personal information you provide is illegal, untrue, inaccurate or incomplete in any aspect:
5. dtcpay will have the right to impose restrictions, including the suspension or termination of your User Account, your licence to use the Services with immediate effect without prior notice to you (“Restrictions”); and
6. you shall bear all the corresponding liabilities and consequences, and you shall indemnify and hold harmless dtcpay, its responsible officers and directors (including their respective successors), against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on

a full indemnity basis) and all other professional costs and expenses) suffered or incurred by dtcpay, its responsible officers and directors, (including their respective successors), arising out of or in connection with your provision of such illegal, untrue, inaccurate or incomplete personal information.

3. dtcpay will communicate information with respect to you to any competent public authority in Luxembourg or in any other country in order to comply with its legal or regulatory obligation, including for taxation purposes.
4. The liability of the Customer, with respect to any loss suffered by dtcpay arising from any subject matter of these Terms (including any obligation to indemnify dtcpay under these Terms) under any contract, negligence, strict liability or other legal or equitable theory, shall be limited to the total payment processed by dtcpay for the Customer during the twelve (12) months immediately preceding the date that the cause of action arose.
5. You shall only be entitled to register a maximum of one (1) User Account.
6. dtcpay reserves the right, at its sole and absolute discretion, to refuse any application for a User Account and shall not be under any obligation to disclose the reason for such refusal.
7. You will need to enter your login credentials when using certain features of the Services. If you forget your login credentials or are otherwise unable to access your User Account, dtcpay reserves the right to request certain information, including:
8. your personal data, for example, proof of identity, proof of residence, telephone number or email address;
9. proof of ownership of the User Account; and
10. any identifiable activity on the dtcpay Platform, for example, transaction IDs, order numbers or withdrawal amounts.
11. dtcpay may, at its sole and absolute discretion, refuse to retrieve your login credentials or restore access to your User Account if:
12. you fail to provide any of the information requested by dtcpay for such purpose;
13. dtcpay is unable to verify your identity or ownership of the User Account; or
14. for any other reason which dtcpay may notify you in writing from time to time.
15. You are solely responsible for controlling access to and the security of your User Account. You will: (a) keep your account details and password confidential and not allow any other person to access your User Account; and (b) notify us immediately via [xxxx@dtcpay.com e.g. contact.us@dtcpay.com] if you have reason to believe

that the security of your User Account has been compromised. dtcpay reserves the right to impose any Restrictions on you in the event that this clause is not complied with.

10. The Customer shall bear the losses relating to any unauthorised payment transactions resulting from the use of a lost or stolen payment instrument or from the misappropriation of a payment instrument up to a maximum amount of EUR 50, unless the Customer acted fraudulently or in other cases provided for by the Payment Services Law.
11. dtcpay, its officers, directors, employees and Related Parties (including their respective successors), shall not be responsible for any loss or damage suffered by you or any other party as a result of any unauthorised access to and use of your User Account, including, but not limited to unauthorised access caused by your failure to comply with any obligation in this ‘User Account’ section, regardless of whether such failure is intentional or due to negligence.

Customer Guarantees

12. Consumer Customers shall declare and guarantee that:

• they have the legal capacity to accept these Terms and to use the Services;
• they are not acting for professional purposes;
• they are at least 18 years old and resident in the EEA;
• they are acting in their own name and on their own behalf when using the Services;
• they are not acting in the context of activities prohibited by law.

13. Business Customers who are legal entities and their legal representatives declare and guarantee that:

• the person subscribing to these Terms on behalf of a legal entity is its legal representative, who has full authority to legally bind the entity to these Terms;
• the legal entity is duly incorporated as a company, association or otherwise and is registered in a country which is not a Prohibited Country;
• the legal entity is acting on its own behalf when using the Services;
• the legal entity does not carry out activities prohibited by law.

14. Business Customers who are individuals shall declare and guarantee that:

• they regularly carry out their professional activity in accordance with the regulations of their country of operation and are duly registered and/or listed with the competent authorities (including tax) and/or relevant registers in a country that is part of the European Economic Area or in a third country imposing equivalent obligations in terms of KYC;
• 
  they are acting in their own name and on their own behalf when using the Services;
• they are not acting in the context of activities prohibited by law.

15. dtcpay may adapt the above list at any time, depending on changes in the regulations that apply to us. In addition, dtcpay may ask you to provide us with updated identity data and supporting documents as part of our obligations to update information concerning our Customers.
16. If the information provided (identity data and/or supporting documents) is incomplete or incorrect, provision of our Services may be limited or suspended. We may also ask you for any other additional documents we consider necessary for our anti-money laundering/terrorism financing obligations arising under the Luxembourg law dated 12 November 2004, as amended.

Verification

17. dtcpay shall conduct KYC and due diligence on the Customer and the Customer agrees to cooperate fully as requested by dtcpay. If there are any material changes to any of the Customer’s information previously submitted to dtcpay for the purpose of account opening, relating to its shareholdings, directors, business nature and/or appointment of authorised persons, the Customer shall notify dtcpay of the same in writing as soon as practically possible.
18. To verify the Customer’s identity, dtcpay may require additional information including without limitation the Customer’s business registration number, date of birth, and such other information or records as may be required for dtcpay to comply with any contractual or compliance obligations (including obligations relating to anti-money laundering, KYC and sanctions screening) as determined to be applicable by dtcpay in our absolute discretion. dtcpay may also ask for additional information to help verify the Customer’s identity and assess the Customer’s business risk including business invoices, government-issued identification, or a business licence. dtcpay may request the Customer’s permission to conduct a physical inspection at the Customer’s place of business and to examine books and records that pertain to the Customer’s compliance with these Terms. The Customer’s failure to comply with any of these requests within Seven (7) Business Days may result in a reduction in transaction limits, suspension or termination of these Terms. dtcpay is authorised to retrieve additional information about the Customer from third parties and other identification services. dtcpay, its officers, directors, employees and Related Parties (including their respective successors), shall not be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with any action taken by dtcpay pursuant to this clause.

19. MERCHANT SERVICES

20. Subject to the conditions set out in these Terms, dtcpay agrees to:
21. accept fiat currency on behalf of the Business Customer for goods and/or services sold by the Business Customer to its End User; and
22. following receipt of a payment for goods and/or services on behalf of a Business Customer in fiat currency, dtcpay shall, after deduction of the service fee and any expenses (such as telegraphic transfer fees, etc.), credit the payment to the Business Customer’s account held with dtcpay.
23. A You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction. However, when in doubt as to the accuracy, authenticity or validity of an Instruction, dtcpay reserves the right, at its sole and absolute discretion, to refuse to act upon such Instruction or to seek further information in relation to such Instruction. Instructions are irrevocable and our record of all Instructions will be conclusive and binding on you for all purposes, unless otherwise provided for in these Terms and in particular the provisions of Clause 3.
24. B By submitting an Instruction, you are authorising us to initiate the relevant Transaction.

No responsibility for matters between Business Customer and End User

2. dtcpay shall have a duty only to collect payments for goods and/or services on behalf of the Business Customer, and shall not be involved in or party to any contract between the Business Customer and the Business Customer’s End User. The Business Customer shall have sole responsibility for the resolution of any dispute it may have with its End User.
3. In no event shall dtcpay be responsible where:
4. the Business Customer intentionally or negligently reveals to any other person its End User’s e-wallet detials, bank account details, credit card details, username or password information;
5. the Business Customer fails to store its End User’s details securely;
6. the Business Customer acts dishonestly; or
7. there is any delay to any Service as a result of causes beyond dtcpay’s control including, but not limited to, suspension of settlement or payments during public holidays.

Requests to Business Customer for compliance purposes

4. In connection with the merchant services dtcpay provides under these Terms, the Business Customer shall cooperate with dtcpay in its efforts to comply with

all applicable laws and regulation pertaining to anti- money laundering and counter terrorist financing.

5. Subject to applicable laws and obligations of confidentiality, the Business Customer agrees to respond to any lawful request dtcpay may make for:
6. information and documentation on specific transactions, payers, payees and beneficiaries; and
7. action to achieve compliance with any rules of a payment system or card scheme

as soon as possible, and no later than Seven (7) Business Days from the receipt of such request.

6. Should dtcpay determine that the Business Customer has failed to comply with any request made pursuant to Clause 4.7 above, dtcpay shall be entitled to withhold or cancel processing of and/or reverse the transaction, and shall not be liable to the Business Customer for any loss or damage (whether direct or consequential, and including loss of profits or interest) suffered by the Business Customer or any other party arising out of or in connection with any action taken by dtcpay pursuant to this clause.

Record retention by Business Customer

7. The Business Customer shall keep, for a period of no less than 36 months after receiving payment for a transaction in goods and/or services, a sales record or proof of trade such as a tax invoice, shipping slip or receipt, as proof of such receipt of payment to be referenced in the event of any dispute. The Business Customer agrees to provide to dtcpay, at dtcpay’s request, all relevant records of payments retained during this receipt retention period. The Business Customer also agrees to assist dtcpay in acquiring such records and shall not, under any circumstances, obstruct or hinder dtcpay from acquiring such records.

Chargebacks and invalid or disputed transactions

8. In the event of any chargeback in respect of any of the Business Customer’s transactions with an End User, dtcpay will immediately be entitled to debit the Business Customer’s account or recover from the Business Customer by other means the amount paid by dtcpay in respect of the relevant transaction(s). The Card issuer’s decision shall be conclusive as to the determination of any chargeback. Wherever possible, notice to the Business Customer of a chargeback will be accompanied by an explanation of the reason for it. In addition, upon prior notification from dtcpay, dtcpay may debit the Business Customer’s account or take other available steps to recover any other costs and expenses dtcpay may incur as a result of or in connection with a chargeback or disputed transaction.
9. Where dtcpay is notified of any invalid or disputed transaction, dtcpay will in turn notify the Business Customer of the invalid or disputed nature of the transaction and the reason therefor (if known to dtcpay). dtcpay will thereupon flag the transaction as disputed and debit it back to the Business Customer.

The Business Customer agrees to investigate disputed transactions and take all reasonable steps to resolve the dispute with its End User in a timely manner, following such procedures for handling disputed transactions and chargebacks as dtcpay may advise the Business Customer from time to time. dtcpay has the right to suspend the processing of any transaction or withhold remittance to the Business Customer of the amount of that transaction until satisfactory completion of any investigation.

10. If dtcpay considers, in good faith, that there is a high risk of chargeback, dtcpay shall retain funds from any remittance to cover the potential amount of such chargeback and the Business Customer shall on request provide such additional funds as dtcpay may specify in good faith to cover the actual or potential chargeback.
11. Notwithstanding any other provisions in these Terms, all fines and reporting fees imposed by the relevant card scheme regulations relative to transactions processed by the Business Customer through dtcpay will be borne by the Business Customer.

Reserves

12. As a hedge against losses from unrecoverable chargebacks, dtcpay will keep a reserve in the account held for the Business Customer by blocking a percentage of the funds being processed. The percentage of payment retained by dtcpay (as shown in the Merchant Services Pricing Schedule in the Engagement Letter) will be directly related to the Chargeback Ratio and is subject to increase if the Chargeback Ratio increases. In addition and notwithstanding the foregoing, dtcpay reserves the right to freeze all funds, or any part thereof, representing proceeds of the transaction and/or withhold from the Business Customer any payment due to the Business Customer under these Terms if in dtcpay’s reasonable opinion the Business Customer is or may be engaged in fraudulent or suspicious activity and/or there is a risk that the Business Customer will be unable or unwilling to meet its contractual obligations under these Terms or any other agreement the Business Customer may have with dtcpay, including but not limited to excessive chargebacks incurred by the Business Customer. dtcpay may use such funds to offset any future chargeback liability, fraud loss, and/or fines that may be imposed by any regulatory authority or card scheme on the Business Customer or dtcpay due to an act or omission by the Business Customer. The funds may be released in the eventuality that no chargeback arises.

Returns, cancellations and adjustments for Card or Stored Value Facility transactions

13. With respect to any transaction involving the use of a Card or Stored Value Facility, if any merchandise is accepted for return to the Business Customer, any service to be provided by the Business Customer is terminated or cancelled, or any adjustment to the price of goods and/or services provided by the Business Customer is allowed, the Business Customer shall not make any cash refund to the End User but shall promptly deliver to dtcpay a credit note in the form supplied by

dtcpay from time to time and present the same together with other sales slips evidencing such refund or adjustments. The Business Customer shall also sign and date each credit note and send a true copy thereof to the End User. If the amount of the credit notes to be presented exceeds the amount of the sales submitted for settlement, the Business Customer shall within seven (7) Business Days effect payment to dtcpay in an amount equal to such excess.

Repaymentorrefundofpreviouscreditsto Customer account

14. Upon the occurrence of any of the following and promptly upon dtcpay’s demand, the Business Customer shall repay or refund to dtcpay a sum equal to the total amount of the sales slip(s) previously credited by dtcpay to the Business Customer’s account with dtcpay or otherwise paid to the Business Customer:
15. dtcpay, in its sole discretion, considers or suspects that the Business Customer is in breach of any of the provisions of these Terms in respect of the transaction(s) to which the sales slip(s) relate(s);
16. the sales slip(s) have been completed improperly or without actual authority of the End User;
17. the End User disputes the sale, quantity, quality or delivery of the merchandise or the performance or quality of the services covered by the sales slip(s); or
18. the sale of the merchandise or performance of the services to which the sales slip(s) relate(s) involves a violation of applicable law or the rules or regulations of any governmental agency, wherever located.
19. Notwithstanding dtcpay’s right to a repay or refund as described in Clause 4.14 above, dtcpay shall be entitled to deduct the total amount of such sales slip(s) from subsequent credit(s) to the Business Customer’s account with dtcpay or from any payment due to the Business Customer.

Right of debit to secure Customer obligations

16. To secure the obligations, debts and liabilities of the Business Customer under these Terms generally, the Business Customer hereby authorises and instructs dtcpay to debit the Business Customer’s account held with dtcpay with any amount due from the Customer to dtcpay on the basis of these Terms

Refund of sales amount

17. For in-store transactions, refunds of overpaid amounts are allowed to be handled by Business Customers through the point-of-sale terminal.
18. For online transactions, Business Customers are required to contact dtcpay (at operations@dtcpay.com) for the handling of the refund of the overpaid amount.
19. Any refund to the End User will occur following deduction of any administrative fees incurred during the

refund process. dtcpay reserves the rights to determine the final amount to be refunded back to the End User.

Fees and charges

20. Where a funding of a purchase of goods or services is via a bank directly, the fee currency can be the same or different from the transaction currency. Where funding is through dtcpay, the fee currency must be the same as the transaction currency. If a different currency is used, dtcpay will establish the fee rate to the transaction currency rate based on a publicly published exchange rate at the outset, and this will be fixed going forward. Changes in the exchange rates may be applied immediately and without notice.
21. The purchase price paid by the End User will be settled directly with the Business Customer by dtcpay. You acknowledge that the schedule may change in the event of settlement changes made by the card/payment scheme parties to dtcpay or if changes to your risk profile prompt a different settlement arrangement. If necessary, dtcpay may also require you to post collateral and/or maintain a running reserve balance. dtcpay will inform you in advance of any such changes or arrangements.
22. Any fees charged by beneficiary banks or intermediary banks for transferring the settlement funds to your payment account, except for fees charged by dtcpay’s paying bank, shall be borne by you.
23. You authorise the deduction of fees payable to dtcpay as set out in the pricing schedule in the Engagement Letter (or part thereof) against any End User purchase price to be settled with you. After dtcpay has deducted the fees due to dtcpay, the remainder of the End User purchase price shall be paid to you into your nominated payment account.

Application programming interfaces

24. Where applicable, dtcpay shall provide the application programming interfaces and other software to enable the Business Customer to use the Business Customer service described in these Terms. dtcpay reserves the right to require the Business Customer to install or update any and all software to continue using such service. dtcpay may also provide software to help the Business Customer manage recurring and subscription billing charges for the Business Customer’s products and services. Where dtcpay provides the Business Customer with an application programming interface and/or software as described in this clause, it grants the Business Customer a limited, non-exclusive, non-transferable, non-sublicensable licence for this purpose.

25. CONSENT TO EXECUTE TRANSACTIONS

26. In order to make a Payment Transaction, you must submit a Payment Request by following the instructions on the dtcpay Platform, for example by selecting your dtcpay Wallet as the chosen payment method at the time of purchase or by specifying a withdrawal amount and adding a linked bank account (to

the extent you would like to withdraw funds from your dtcpay Wallet to another account).

2. You agree that by submitting a Payment Request via the dtcpay Platform, you consent to the Payment Request and execution of the Payment Transaction.

3. OUTGOING PAYMENTS

4. Unless otherwise agreed in writing (in these Terms or otherwise), the time of receipt of a Payment Request will be the time the Payment Request is received by us (unless otherwise agreed in writing).
5. Once your Payment Request has been received by us, you may not revoke the Payment Request.
6. For each Payment Transaction, we shall provide you via the dtcpay Platform with information on the maximum execution time for the payment services and any charges payable by you.

7. NON-EXECUTION OR DEFECTIVE OR LATE EXECUTION OF PAYMENT TRANSACTIONS

8. We are liable to you for the correct execution of the Payment Transaction relating to a Payment Request instructed by you, unless we can prove that your payee’s payment service provider received the correct amount of the Payment Transaction in accordance with the information in your Payment Request.
9. If we have incorrectly executed a Payment Transaction and are liable, we shall refund you the amount of the Payment Transaction as soon as possible and, in any event, no later than by the end of the first Business Day after we become aware of the incorrectly executed Payment Transaction. If you have had to pay any charges or interest as a result of our mistake, we will refund those too. To the extent you are refunded pursuant to this Clause, you shall not claim a refund for all or part of the amount covered by such refund through any alternative source (including, without limitation, any card issuer). Upon your request, we will (without charge) also make efforts to trace any non-executed or defectively executed Payment Transaction, and whilst we cannot guarantee that we will be able to trace any such Payment Transaction, we will notify you of the outcome in any case.
10. In the event of an incorrect execution of a Payment Request, we can also initiate corrective measures other than a refund to the extent possible, for example if the Payment Request contains all the information necessary for us to take corrective actions in relation to the relevant incorrect execution, particularly in cases where dtcpay has transferred an amount that is different from the amount specified in the Payment Request. If the incorrect execution lies in the fact that the payment is received by the payment service provider of the payee only after the expiry of the execution period, no refund will be granted (provided that, in such circumstances, the delayed receipt of the payment does not impact the purchase to which the Payment Transaction relates).
11. If you become aware of an incorrectly initiated or executed Payment Transaction, you must notify us as soon as possible and in any event no later than thirteen

(13) months after the debit date of such transaction. This is important otherwise you may lose your right to a refund.

5. If the person you want to pay does not receive the funds, we will not be responsible or liable if we processed the payment correctly but you provided us with the wrong details identifying the person you want to pay or its account, such as an account number or mobile number (the so-called unique identifier). If you ask us to, we will make reasonable efforts to get your funds back, but we cannot guarantee that we will be able to. We will also provide you with all relevant information (including details of the payee who received the funds) readily available to us in case you wish to claim repayment of the funds independently of us (unless to do so would, or may, reduce your or our security or it would, or may, be unlawful to do so).

6. UNAUTHORISEDPAYMENT TRANSACTIONS

7. Without prejudice to other provisions of these Terms, dtcpay shall refund the Customer the amount of an unauthorised payment transaction immediately, and in any event no later than by the end of the following Business Day, after noting or being notified of the Transaction, except where dtcpay has reasonable grounds for suspecting fraud and communicates those grounds to the CSSF in writing. Where applicable, dtcpay shall restore the debited payment account to the state in which it would have been had the unauthorised payment transaction not taken place. The credit value date for the Customers payment account shall be no later than the date the amount had been debited. To the extent you are refunded pursuant to this Clause, you shall not claim a refund for all or part of the amount covered by such refund through any alternative source (including, without limitation, any card issuer).
8. If you become aware of an unauthorised Payment Transaction, you must notify us as soon as possible and in any event no later than thirteen (13) months after the debit date of such transaction. This is important otherwise you may lose your right to a refund.

9. PAYMENTS INITIATED BY THE PAYEE

10. If you have agreed that a payee, or a payee’s payment service provider, can take a payment from your dtcpay Wallet, you can ask us for a refund if all of the following apply:
11. you agreed that a payment could be taken, but did not agree the actual amount of the payment;
12. the amount taken is more than you reasonably expected in all the circumstances (including your spending pattern);
13. the person you paid is in the EEA;
14. 
    you did not authorise the payment directly with us;
15. we and the person you paid did not give you any information about the payment during the four (4) weeks before it was taken; and
16. you ask us for the refund within eight (8) weeks of the payment being taken from your dtcpay Wallet.
17. We may ask you for more information to investigate the matter. We will provide a refund, or tell you why we could not provide one, within ten (10) Business Days from the date you give us the information we ask for.
18. To the extent you are refunded pursuant to this Clause, you shall not claim a refund for all or part of the amount covered by such refund through any alternative source (including, without limitation, any card issuer).
19. If you have requested a refund and we have refused to provide that refund, we will notify you and make you aware of the bodies to which you may refer the matter if you do not accept the reasons provided by us (unless to do so would, or may, reduce your or our security or it would, or may, be unlawful to do so).

20. WALLET SERVICES

dtcpay Wallet

1. Stored EUR Value standing to your account on the dtcpay Platform will be stored by dtcpay in a wallet issued by dtcpay displaying the available balance and allowing you to execute payment transactions in Electronic Money Value. There will be a virtual card provided to you upon approval of the application, including but not limited to the completion of the KYC process with us (the “dtcpay Card”). Where applicable, in the event the Customer selects a multi-currency wallet, the Customer shall also be governed by additional terms as issued by us (the dtcpay Card shall form part of the “dtcpay Wallet”).

The dtcpay Card is not a credit card and does not incorporate or allow any credit facility. Hence, usage shall be dependent on the funded balance linked to the dtcpay Wallet. The dtcpay Card is a virtual debit card. You will need to activate your dtcpay Card and load funds into your payment account in accordance with these Terms in order to use your dtcpay Card to make purchases.

Use of the dtcpay Wallet may be part of the bank transfer in Luxembourg and the European Union. You agree that we have your required consent for Transfer unless you notify us in writing within 3 Business Days from the date of the creation of your Wallet. Please note that the Transfer has associated fee and the Transfer once applied is not reversible.

When you use the dtcpay Wallet, you are authorising us to act as your agent only with respect to holding, sending or receiving available balance.

Only you are authorised to use your dtcpay Wallet. Where a merchant or financial institution does not accept payment via your dtcpay Wallet, dtcpay shall not be liable in such cases. You may also use your dtcpay Card to withdraw Usable Balance on your Account at any ATM which accepts your Card. Your Card and its corresponding Account may only be used to make any transactions or withdrawals if it has a positive Usable Balance. We will not authorize transactions for a transaction or withdrawal amount which is larger than your Usable Balance. Where such transactions are processed, you shall be liable to us for any resulting negative balance (when the monetary value in your dtcpay Wallet falls below zero) (“Negative Balance”) plus any applicable fees, along with any costs incurred by us or any other relevant third party in recovering or attempting to recover from you the amount of Negative Balance that you owe. Where we permit a Negative Balance to be incurred, it shall not be deemed to set any precedent for subsequent occasions. Each time you make a transaction or withdrawal, your Account will be debited immediately by the amount of such transaction or withdrawal, plus any applicable fee and any other amount that we may deduct from your Account under these Terms and Conditions. The Usable Balance on your Account will be reduced accordingly.

ATM cash withdrawals are not permitted in Luxembourg and European Union.

1. A You agree that you shall not use your dtcpay Wallet to engage in any transactions and / or activities which (i) violate any applicable laws and regulations; (ii) with any persons in any Prohibited Countries; and (iii) involve in the sales and/or purchase of products and/or services reasonably identified to be connected to high risk activities including, but not limited to, money laundering, terrorist financing and fraudulent activities.
2. B All fees and charges that relate to the use of your dtcpay Wallet are detailed in the Clauses 11.21, 11.22, 11.24 and 11.25. All applicable fees and charges (unless otherwise specified) will be deducted from your Usable Balance. Unless otherwise specified in these Terms, all fees and charges will be deducted from your dtcpay Wallet in the first instance. Where your dtcpay Wallet contains insufficient funds to complete such deductions, to satisfy the payment of such fees and charges, the transaction may be declined. In the event that the transaction does proceed, dtcpay may deduct the fees or charges from your other dtcpay accounts or offset the sum due from any subsequent funds loaded onto your payment account with dtcpay.
3. 1. Cdtcpay Card

(a) You must log in to your dtcpay Wallet to activate your dtcpay Card and follow the instructions online. You are at all times responsible for maintaining adequate security and control of your PIN or any other codes that you use to access the services provided under these Terms. Once you have successfully activated your dtcpay Card, set up your payment PIN, and loaded funds onto your payment account, you may use your dtcpay

Card to conduct transactions in accordance with these Terms. Your selected PIN must be designated by you and must not be shared or stored with any other person. If you do so, you will remain liable and responsible for all dtcpay Card activity carried out by the other person. You agree that you will (i) not use the dtcpay Card at for any illegal purposes; (ii) promptly notify us of any loss or theft of the dtcpay Card or unauthorized transactions and (iii) use the dtcpay Card only in accordance with these Terms.

2. Where you believe the security of your PIN has been compromised, you must immediately notify us at [xxxx@dtcpay.com e.g. support@dtcpay.com ] and follow the procedures we instruct. The dtcpay Wallet enables you to:
3. send, transfer, deposit, store, track and manage supported Stored EUR Value; and
4. undertake transactions that are supported by us. We will from time to time keep you updated with details of supported transactions. Except for such supported transactions, the dtcpay Wallet will not support other transactions and you will not be able to use the electronic money deposited in the dtcpay Wallet for such other transactions or purposes. For the avoidance of doubt, each dtcpay Wallet may have different supported transactions.
5. The dtcpay Wallet:

will contain instructions on the sending, transferring, depositing, storage, tracking, management and Stored electronic money Value in connection with that dtcpay Wallet. Your compliance with these instructions and provision of all information requested through these instructions are required to ensure that you are able to perform these activities and properly use the dtcpay Wallet. If you transfer or deposit to the dtcpay Wallet other electronic money that is not supported, or fail to comply with our instructions, we assume no responsibility for such electronic money, including any responsibility or liability for loss or return of such electronic money to you.

4. You acknowledge and agree that for the dtcpay Wallet to function, it may require a compatible device (including a mobile or computing device), appropriate third-party software (such as browsers), and also connectivity to the internet. You are solely responsible for obtaining such device(s), software, and the necessary connectivity services to access and use the dtcpay Wallet. We assume no responsibility for such devices, software and services, or for any functionality of the dtcpay Wallet which is dependent on them to operate.
5. In order to access and/or use the dtcpay Wallet, you shall have the sole responsibility:
6. to access and use the dtcpay Wallet in a secure manner and maintain, in your fully secure possession, the credentials for accessing the dtcpay Wallet; and
7. in the case where you transfer electronic money to or from the dtcpay Wallet, to establish and maintain, in fully operational, secure and valid, status, access to a compatible External Wallet and maintain, in your fully secure possession, the credentials for accessing such wallet.

Issuance of Electronic Money Value

6. Stored E-Money Value is only available for use on the dtcpay Platform in digital form stored in your dtcpay Wallet. The Customer may obtain E-Money Value by submitting a request through the dtcpay Wallet to purchase the E-Money Value through such payment mechanisms as the dtcpay Wallet may from time to time support.
7. Each unit of E-Money Value is the equivalent of one (1) Euro only. A purchase of E-Money Value(s) may only be made in blocks of €1, with a minimum value of

€50, or such other rate as may be prescribed from time to time, up to such maximum value as may be prescribed from time to time. If prescribed by us in our sole and absolute discretion, an administrative fee shall be payable for the purchase of any E-Money Value. We shall not be responsible for any fraudulent, irregular or unsuccessful purchase. We may refuse to credit any E- Money Value to, or debit E-Money Value from, the existing E-Money Value balance in the Customer’s dtcpay Wallet if we determine, in our sole and absolute discretion, that the purchase (or requested purchase) is not or should not have been successful, or is or was fraudulent or irregular.

8. The Customer must check the details of E- Money Value immediately upon the issuance or receipt of such E-Money Value. Any error or discrepancy must be notified to us immediately.
9. Should there be any cancellation or expiry of the Customer’s dtcpay Wallet, any unused E-Money Value may be refunded by bank transfer to an account held in the Customer’s name with a licensed bank, subject to production of a photographic identification document to our satisfaction, and such other conditions as we may at our sole and absolute discretion impose. Refunds may be made only to the Customer and not to any other person. Refunds are subject to any prevailing transaction fees that are chargeable for effecting such a refund. The balance in the Customer’s dtcpay Wallet is not a deposit, does not earn any interest, and is not protected by any deposit insurance, including the Luxembourg Deposit Guarantee Scheme. Any refund which we may make in respect of any Stored E-Money Value shall be free of any interest, and will be transferred to the Customer within thirty (30) Business Days of the cancellation of the Customer’s dtcpay Wallet.
10. The date of issuance of E-Money Value shall be the date on which it is purchased from dtcpay (as set out in dtcpay’s records).

Limits to E-Money Value

11. The total amount and aggregate value of E- Money Value standing to the credit of a Customer (and

contained in the Customer’s dtcpay Wallet) will be recorded in the Customer’s dtcpay Wallet.

12. The aggregate value of the E-Money Value held in a person’s dtcpay Wallet shall not at any time exceed the limit stated on the dtcpay website (at https://[●].com). We will not issue any E-Money Value or allow any activity, transaction or dealing involving any E-Money Value or in the Customer’s dtcpay Wallet to proceed if it will result in the aggregate value of the Stored E-Money Value(s) held in the dtcpay Wallet exceeding such limit.
13. The aggregate value of all transactions conducted by the Customer in all of the Customer’s dtcpay Wallets shall not, in any calendar year, exceed the limit stated on the dtcpay website (at https://[●].com). When a Customer’s dtcpay Wallet(s) exceeds a certain threshold, an alert will be sent to their email and/or mobile to remind them of the limits. dtcpay may from time to time prescribe different limits on the aggregate value of a single activity, transaction or dealing involving any E-Money Value that may be carried out or made through the dtcpay Wallet, depending on the type and nature of such activity, transaction or dealing.

Use and refund of E-Money Value

14. There is no expiry date or limit to validity of E- Money Value. In the event of a termination of a Customer’s dtcpay Wallet or the expiry date of the dtcpay Card, Clause 11.11 shall apply. You acknowledge and agree that dtcpay may hold your Usable Balance in accordance with applicable laws and regulations should we be unable to contact you based on our records of your contact information after the expiry date of your dtcpay Card.
15. Without prejudice to anything contained in these Terms, Electronic Money Value shall not (a) be used for or in connection with any unlawful or fraudulent purpose or activity, or (b) except with our prior approval, be used for or in connection with any business or commercial purpose or activity (including advertising, marketing or promotional materials).
16. If the aggregate value of the Stored E-Money Value in the Customer’s dtcpay Wallet is less than the amount payable by the Customer in any transaction to be executed for the Customer, the difference shall have to be topped up in the dtcpay Wallet through the prevailing methods of top-up, prior to completion of such transaction.
17. E-Money Value is used at the sole risk of the Customer. The Customer must check the amount of E- Money Value before such E-Money Value is used, and must decline to accept E-Money Value that has been unlawfully obtained or voided or appears to have been tampered with.
18. The monetary value of E-Money Value held at any moment shall be redeemed by dtcpay, upon request by the Customer, and at par value.

Specific provisions relating to E-Money Value

19. We may from time to time credit or debit E- Money Value to or from the Customer’s dtcpay Wallet, or otherwise make such adjustments to the information recorded with respect to a the Customer’s dtcpay Wallet, if dtcpay determines, in its sole and absolute discretion, that a transaction (or a requested transaction) is not or should not have been successful, or is or was fraudulent or irregular, or an accounting, processing or technical error has occurred. Any such determination (and the corresponding credit, debit or adjustment) by dtcpay shall be final and conclusive against the relevant person.
20. The Customer shall report any unauthorised transaction or erroneous transaction with respect to any E-Money Value via email to [xxxxx@dtcpay.com , e.g. contact.us@dtcpay.com ] , or via such other reporting channel as we may notify the Customer of from time to time.
21. Any claim made by the Customer in relation to any unauthorised transaction with respect to E-Money Value shall be subject to dtcpay’s assessment and claim resolution process, which will be communicated to the Customer at the relevant time.
22. The Customer shall be liable for any loss arising from an unauthorised transaction in respect of E-money Value where the Customer’s negligence, recklessness or wilful default was a cause of the loss. The Customer shall also be liable for any loss arising from authorised transactions.
23. The Customer shall provide us with such document(s) and information as we may require in connection with any (actual or reported) unauthorised or erroneous transaction. When you notify us, you must provide your full name, Card number and other identifying details, a description of why you believe there is an error or transaction that you are unsure about (if applicable), and the amount involved. The Customer agrees to assist us in determining the facts relating to any possible unauthorized use or error associated with your Card, and to comply with the procedures we may require for our investigation.
24. The purchase, use and carrying out of any activity or transaction or the making of any dealing involving any E-Money Value shall be subject to such additional procedural or operational requirements as we may prescribe from time to time. A failure by a Customer to observe or comply with such procedural or operational requirements may result in a delay in our processing or giving effect to the relevant purchase, use, activity, transaction or dealing.

Specific provisions relating to the use of dtcpay Wallet

25. We may from time to time publish additional guidelines, rules, and conditions applicable to your use

of any dtcpay Wallet. You will be notified of any such amendments at least two months before they come into effect, and you will be able to refuse them in accordance with the provisions of Clause 1.4. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.

26. We have no obligation to provide, or continue to provide, the dtcpay Wallet, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to (a) modify, suspend or discontinue any dtcpay Wallet; (b) restrict or modify access to any dtcpay Wallet; and/or (c) modify and/or waive any charges in connection with any dtcpay Wallet, unless otherwise provided in these Terms. You are deemed to agree to such modifications if you continue the use of the dtcpay Wallet.
27. Any transaction fees that may be incurred arising out of or in connection with your use of the dtcpay Wallet are specified in Clauses 11.21 to 11.25. Any such charges and/or fees shall be borne by you.
28. Specific transactions and activities, including the provision of specific services or products, may be performed or facilitated through the dtcpay Wallet and may be subject to separate terms and conditions that you must accept in order to enter into these transactions or perform these activities.
29. You are solely responsible for any and all transactions and activities, including the lawfulness, legitimacy and regulatory compliance of such transactions and activities, which occur via the dtcpay Wallet, which shall be strictly for your use only, unless otherwise provided in these Terms. We are entitled to and will treat all such transactions and activities as having been conducted by you or with your knowledge and authority.
30. We reserve the right to monitor your usage of the dtcpay Wallet and have the sole and absolute discretion to refuse access or use of any dtcpay Wallet by any person (including you or any person authorised by you) at any time without having to give any reason or prior notice.
31. To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person):
32. regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of the dtcpay Wallet (unless otherwise provided elsewhere in these Terms);
33. regarding the availability or appropriateness of the dtcpay Wallet;
34. that the dtcpay Wallet will be error-free, continuously available or uninterrupted in operation, or free of viruses or other harmful components;
35. that the dtcpay Wallet will operate or function properly on your devices or operating systems or with any third party software;
36. that the dtcpay Wallet will not cause any damage to your devices or operating systems;
37. for E-Money Value transferred or deposited in the dtcpay Wallet being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
38. for use of the dtcpay Wallet for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
39. for failure, malfunction or breakdown of, or disruption to, the operation of our platforms and operations or any technology (including but not limited to blockchain and smart contract technologies) which the dtcpay Wallet relies on, for any reason whatsoever, including without limitation, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish- mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
40. loss of possession of the credentials for accessing the dtcpay Wallet in any manner and to any extent;
41. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of E-Money; and/or
42. all other risks, direct, indirect or ancillary in relation to the electronic money and the dtcpay Wallet which are not specifically or explicitly contained in or stated in these Terms.
43. Your use of the dtcpay Wallet is voluntary and at your sole risk. You are solely responsible for:
44. your reliance on the dtcpay Wallet and the information available through the dtcpay Wallet;
45. any liability or damage that you may incur through use of the dtcpay Wallet; and
46. all decisions or actions resulting from your use of the dtcpay Wallet and its contents.

We have no obligation to provide any maintenance, support or other services in relation to the dtcpay Wallet, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements, unless

otherwise provided in these Terms or the applicable legal provisions.

33. Your access to and/or use of the dtcpay Wallet may also be interrupted, suspended or restricted where we provide any maintenance, support or other services in relation to the dtcpay Wallet.
34. You acknowledge and agree that:
35. the E-Money that you transfer or deposit to the dtcpay Wallet will be held in our dtcpay wallets and processed at our sole and absolute discretion, including storage in such online and/or offline storage (or combination thereof) as we may determine, subject to applicable laws and regulation;
36. when you seek to use your E-Money deposited in the dtcpay Wallet for transactions, there may be delays in operation or transmission of your transactions where we are required to obtain information that is offline. We assume no responsibility or liability for any loss, damage or penalty resulting from such delays;
37. notwithstanding that your E-Money deposited in the dtcpay Wallet may only be used for transactions we support, we reserve the right, at any time, to reject and not fulfil any transaction you seek to perform for any reason whatsoever, including the unavailability of the dtcpay Wallet, or periods of illiquidity or volatility in the E- Money market. We assume no responsibility or liability for any loss, damage or penalty resulting from our rejection or non-fulfilment of any transaction;
38. we may, at our sole and absolute discretion, impose limits on the value or amount of E-Money that you may send, transfer, deposit, store, track, manage, or use, through the dtcpay Wallet; and
39. You will not, and will not permit any other party to:
40. modify, adapt, improve, enhance, alter, translate or create derivative works of the dtcpay Wallet;
41. use or merge the dtcpay Wallet, or any component or element thereof, with other software, databases or services not provided by us;
42. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the dtcpay Wallet, or decrypt the dtcpay Wallet;
43. interfere in any manner with the operation of the dtcpay Wallet;
44. circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the dtcpay Wallet;
45. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine”, “crawl” or in any way gather the dtcpay Wallet or reproduce or circumvent

the navigational structure or presentation of the dtcpay Wallet without our express prior written consent;

7. violate any applicable laws, rules or regulations in connection with your access or use of the dtcpay Wallet; or
8. cache, frame or link to the dtcpay Wallet without our prior written consent. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the dtcpay Wallet. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the dtcpay Wallet.
9. Our obligation to provide you with the dtcpay Wallet and to use the dtcpay Wallet for any transaction shall be subject to your compliance with these Terms. We reserve the right to reject and not fulfil any transaction you seek to perform with the dtcpay Wallet where you are in breach of these Terms. In the event that we are unable to process your request to withdraw the E-Money reflected in the dtcpay Wallet due to your breach of these Terms or loss of access to the dtcpay Wallet, we may, at our sole and absolute discretion, hold such E-Money or do such other acts as we may determine and you shall be charged on a yearly basis, an administrative fee, appropriate and in line with costs incurred by us in administrating your remaining fund following the termination of the relationship between us and you. Any applicable administrative fee shall be deducted from the funds in your dtcpay Wallet. You shall also provide to us at such time as we may require, the details of the relevant External Wallet(s) to facilitate the administration of your remaining funds.

10. GENERAL PROVISIONS

Representations and warranties

1. dtcpay represents and warrants that at all times, while these Terms remain in effect:
2. to provide the Services and perform its obligations under these Terms dtcpay processes information about you which constitutes ‘personal data and complies with all applicable laws, rules and regulations of Luxembourg, including applicable rules of payment schemes, and as a data intermediary (as defined in the GDPR), laws regarding the protection of personal data;
3. in the event that dtcpay has access to information, including personal data, of any End User (“End User Information”), dtcpay shall exercise commercially reasonable efforts to maintain and observe all reasonably necessary security measures to protect dtcpay’s systems and the End User Information contained therein from unauthorised control, tampering or any other unauthorised access, where dtcpay’s systems means the computer systems operated by

dtcpay or which store End User Information, or that transmit End User Information;

3. dtcpay has the full power and authority to enter into and perform these Terms;
4. dtcpay is duly incorporated and validly existing under the laws of Luxembourg;
5. dtcpay agrees that these Terms constitutes legal and binding obligations on dtcpay; and
6. dtcpay possesses all Intellectual Property Rights and/or consents, permits, approvals and/or licenses, which may be necessary or desirable to perform its obligations under these Terms.
7. The Customer hereby agrees, to the extent permitted under the applicable laws and regulations, to indemnify and hold harmless dtcpay promptly upon demand from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable (including any penalties incurred), liabilities, interest, costs, charges, expenses and fees (including legal fees, experts’ fees and consultants’ fees on a full indemnity basis) which dtcpay may suffer or incur in connection with any potential claims against it by any End User of the Customer to the extent any damages or losses does not arise out of dtcpay’s wilful misconduct of gross negligence.
8. The Customer further represents and warrants that at all times while these Terms remain in effect:
9. the Customer shall comply with the Payment Card Industry Data Security Standard requirements, if applicable, as amended from time to time. The Customer must comply with the rules, including without limitation, those relating to cardholder information security issues, non-disclosure of cardholder information and transaction documents, retention and storage of cardholder and transaction information and other security procedures adopted by the card organisations;
10. the Customer shall comply with all applicable laws, rules and regulations of the jurisdictions in which the Customer operates, including laws regarding privacy and protection of consumer information;
11. the Customer will use dtcpay Services only for the products and/or services and at the sites that the Customer has declared to dtcpay;
12. all information herein contained and provided by the Customer is true and accurate in all respects and not misleading in any respect;
13. the Customer shall maintain and observe all reasonable security measures to protect the Customer’s systems and data contained therein from unauthorised control, tampering or any other unauthorised access where the Customer’s systems shall mean computer systems operated by the Customer or on the Customer’s behalf, or by the Customer’s End User, that capture or store end-customer information or that transmit end- customer information to dtcpay and/or dtcpay’s Service

Providers. dtcpay will not be liable for the disclosure, monitoring, loss, alteration or corruption of such data to the extent that it results from the Customer’s failure to implement reasonable security measures to protect against the unauthorised use of facilities, computers network access devices and passwords. In the event that the Customer requires dtcpay to retain the service of a forensic investigator, the Customer will be charged for any expenses incurred in those assessments and dtcpay shall not be responsible for any compromise in the Customer’s systems and/or data;

6. the Customer has the full power, capacity and authority to enter into and perform these Terms, and if you are an individual, be at least 18 years old; if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms and shall ensure that it seeks all relevant regulatory, third-party and shareholder approvals (as applicable) to entitle it to perform and complete its obligations under these Terms;
7. the Customer is duly incorporated or established and validly existing under the laws of the Customer’s country of incorporation or establishment;
8. the Customer has adequate resources to make payment in accordance with the provisions of these Terms and the Customer is not in receivership or liquidation, has taken no steps to enter liquidation and no petition has been presented for the Customer’s winding- up and there are no grounds on which a petition or application could be based for the Customer’s winding- up or appointment of a receiver;
9. all goods and/or services sold by the Customer are not goods and/or services prohibited by law and good morals or that would expose dtcpay’s image or reputation to risk;
10. the Customer does not and at all times will not engage in any money laundering and/or terrorism financing activities, and the Customer agrees that dtcpay may refuse to execute any transaction, order or payment if it is suspected that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved; and
11. the Customer agrees that these Terms constitute legal and binding obligations on it.
12. Upon failure of any of the above representations and warranties, the Customer agrees that dtcpay is entitled to terminate these Terms immediately and the Customer shall be responsible for all loss or damage incurred by dtcpay.

Consumer Withdrawal Right

5. Under articles L.222-18 and L. 221-3 of the Consumer Code, the Consumer Customer is entitled to a period of fourteen (14) calendar days as from the date of the entry into these Terms, to withdraw his acceptance of these Terms for any reason, without any obligation to provide explanations and without any penalty.
6. 
   The Consumer Customer must notify its decision to withdraw within the prescribed deadline via email to the address [xxxxx@dtcpay.com e.g. contact.us@dtcpay.com ] . In respect of the exercise of a right of withdrawal by the Consumer Customer, these Terms will be cancelled without any fees charged to the Consumer Customer.
7. The Consumer Customer hereby acknowledges that she/he has been provided, in due course before the entry into these Terms, with a copy of these Terms in a durable medium.

Duration

8. Unless otherwise required by applicable laws and regulations, these Terms shall be deemed to have been concluded for a period of two (2) years starting from the date of entry into these Terms by the Customer. They shall be tacitly and automatically renewed on an annual basis on the same terms and conditions, unless notice of termination is given by either Party in accordance with these Terms.

Termination without cause

9. Notwithstanding anything contained in these Terms and in addition to any express termination provisions set out herein, these Terms may be terminated at any time (i) by the Customer by giving thirty (30) days’ written notice to dtcpay and (ii) by dtcpay by giving at least a two-month notice in accordance with article 71 of the Payment Services Law. The Customer will not be charged any fees in connection with such a termination.
10. Charges for payment services levied on a regular basis shall be payable by the Customer only proportionally up to the termination of the contract. If such charges are paid in advance, they will be reimbursed proportionally.
11. Following the expiration of the notice period for the termination of the relationship between dtcpay and the Customer, if the balance in your dtcpay Wallet is zero, the dtcpay Wallet will automatically close at the end of such notice period provided in Clause 11.9. If the balance in the dtcpay Wallet is positive at the time when the notice period provided in Clause 11.9. expires, the Customer will need to transfer such funds to the External Wallet, falling this, dtcpay will refund the remaining balance of the Wallet to the Customer's registered bank account or relevant External Wallet, to the extent the Customer's registered bank account or relevant External Wallet are known to dtcpay. If the funds are not transferred, they will continue to be administered by dtcpay, and an administration fee, appropriate and in line with costs incurred by us in administrating your remaining fund following the termination of the relationship between us and you will be charged by us on a yearly basis and will be deducted from the funds held on your Wallet. Once the value of the funds in the dtcpay Wallet is zero, it will be closed automatically.

Default

12. If either Party (“Defaulting Party”) defaults in the performance of any provision of these Terms, the other party (“Non-defaulting Party”) may give written notice to the defaulting party to have the default cured within the notice period as specified in the notice. If the Non-defaulting Party fails to cure the default within the period set out in the notice, the Non-defaulting Party may immediately terminate these Terms by giving written notice to the Defaulting Party.

Insolvency

13. Either Party may immediately terminate these Terms upon the occurrence of an Insolvency Event in respect of the other Party by providing written notice to such other Party.

Violation of laws

14. In the event that dtcpay reasonably believes that the Customer’s conduct (including negligently, recklessly or intentionally transmitting inaccurate and/or incomplete data to dtcpay or dtcpay’s Service Provider) or the Customer’s products or services violate applicable laws, potentially allow for online fraud or otherwise howsoever (potentially or actually) facilitate or relate to any online fraud or pose a security, infringement or other threat to dtcpay’s systems, equipment processes, or Intellectual Property Rights, dtcpay will provide the Customer with written notice of the threat and shall be entitled in its sole discretion to:
15. require the Customer to remedy the threat within a specified number of days, and to terminate these Terms in the event the Customer fails to remediate the threat to the satisfaction of dtcpay within the specified period; or
16. terminate these Terms immediately.
17. In addition, dtcpay reserves the right to temporarily suspend the Customer’s account during the period that the aforementioned threat remains uncured, and to permanently deactivate the Customer’s account without further notice upon the termination of these Terms.

Use of personal data

16. dtcpay is the ‘controller’ responsible for the processing of your personal data and will collect, process and transfer your personal data in accordance with the [Privacy Notice] available at [web link to the privacy notice to be provided] . The [●] provides you with the legally required information regarding the processing of your personal data by dtcpay in the context of the Services, dtcpay’s obligations and your rights in that respect (which include a right of access, rectification and objection to direct marketing as well as, in certain

circumstances, a right of erasure, restriction of bank

processing, data portability and a right to object to other forms of processing as well as a right to withdraw your consent.

Consent to transfer of personal data for professional secrecy purposes

17. dtcpay is bound by professional secrecy under the Payment Services Law and undertakes to ensure that its employees, agents, representatives and counsels maintain confidential the data entrusted to them in the context of their professional activity, and that they will not disclose the data to any third party without the prior written consent of the Customer.
18. In relation to professional secrecy obligations applicable to us arising under the Payment Services Law, you expressly authorise and instruct us to transfer any data regarding yourself, including but not limited to your first name, surname, address, date and place of birth, contact details, any Payment Transactions or other information on your dtcpay Wallet or the Services provided by us to you, to other members of the dtcpay Group and third parties based in Singapore or other countries in which members of the dtcpay Group or the relevant third parties are established, in the context of outsourcing arrangements linked to various operational and technical functions of the Services provided hereunder including in particular onboarding, customer service, technology, data analysis, for the detection and prevention of crime sanction monitoring and FX).
19. The transfers referred to in Clause 11.18 shall be carried out at all times in accordance with the [Privacy Notice]. For the avoidance of doubt, the consent requested under Clause 11.18 is intended for financial regulatory purposes only and does not constitute the legal basis for the transfer of your personal data under the Privacy Notice.

Use of trademarks

20. During the period of these Terms, subject to the other Party’s prior approval each Party may use the other Party’s trademarks in materials and communications referring or relating to the Services rendered by dtcpay to the Customer. Upon termination or expiration of these Terms:
21. each Party shall immediately discontinue any use of the other Party’s trademarks and the other Party’s products and services;
22. each Party shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties;
23. each Party agrees not to act in any way that may damage the reputation of the other Party or the other Party’s products or services;
24. the Customer shall cease to promote, solicit or procure orders for the Services;
25. the Customer shall uninstall and cease all use of the application programming interfaces and Documentation, and return the same to dtcpay within thirty (30) days; and
26. each Party shall, within thirty (30) days of a written request from the other Party, return or destroy any and all Confidential Information or Intellectual Property of the other Party, at the disclosing Party’s discretion.

Fees and charges

21. dtcpay shall be entitled to apply fees and charges in connection with the performance of the Services as set out in these Terms and the Engagement Letter.
22. If there are any factors which, in dtcpay’s sole discretion, necessitate an increment of any fee or charge for any Service, the Customer agrees that dtcpay is entitled to amend the fee or charge by giving at least thirty (30) days’ advance written notice to the Customer.
23. Merchant Fees

The services provided to the Merchant are subject to the conditions established in the Fee Schedule included in Appendix (i) of this Agreement。

Taxes

24. The Customer acknowledges and agrees to bear all taxes and levies, including goods and services tax and other similar taxes and levies as may be imposed under applicable laws on any transactions entered into pursuant to these Terms (other than dtcpay’s income tax). In the event that the Customer fails to do so and dtcpay pays such taxes or levies on the Customer’s behalf, dtcpay will be entitled to claim full reimbursement from the Customer, including any interest and/or penalty payment that may be levied by any governmental authority, to the extent permitted by law. Payment of fees under these Terms shall be made in full, free and clear of any deductions and setoff and without deduction or withholding for or on account of any present or future taxes now or hereafter withheld or assessed by any governmental authority. If any such taxes are required to be withheld from any amounts payable to dtcpay, the amount that the Customer pays to dtcpay shall be increased to the extent necessary to yield to dtcpay (after deduction or withholding of all such taxes) a net amount equal to the amount dtcpay would have received had no such deduction, assessment or withholding been made. To the extent permitted by applicable laws and regulation, the Customer also agrees to indemnify, defend and hold dtcpay and its employees, officers or agents harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any relevant matter.
25. The Customer understands and agrees that neither dtcpay nor its third-party vendors can guarantee the accuracy of any tax, GST or VAT rates obtained from tax authorities.

Receipts

26. The Business Customer shall issue receipts and tax invoices or any evidence of receipt to End Users as prescribed by applicable laws and regulation.

Error, delay or temporary suspension

27. The Customer acknowledges and agrees that if the Services hereunder encounter force majeure or any causes beyond dtcpay’s control, the Customer shall not raise such error to claim any damages against dtcpay and shall notify dtcpay immediately of such error. dtcpay will use its best efforts to solve the problem within a reasonable time, and the Customer agrees to fully assist and cooperate with dtcpay to solve such problem.

Indemnity

28. Each Party agrees to defend, indemnify and hold the other Party, its officers, directors, employees and agents, successors and assigns (collectively, “Indemnified Parties”, and each an “Indemnified Party”) harmless from and against any and all damages, costs, losses and expenses (including legal costs on a full indemnity basis) and other liabilities to third parties (including but not limited to claims by dtcpay’s Service Providers, as well as penalties imposed by regulatory authorities for breach of any applicable laws and regulation) to the extent permissible by law which are attributable to the negligence, fraud or wilful negligence of the other Party.
29. Each Indemnified Party may claim an indemnity from the other Party (“Indemnifying Party”) under these Terms by providing written notice to the Indemnifying Party by setting out details reasonably known to the Indemnified Party relating to the claim.

Unauthorised usage

30. If an End User of the Business Customer claims that an unauthorised payment or fraudulent transaction is made via the dtcpay platform, the Business Customer shall provide relevant proof that the transaction has been properly executed and, where applicable, that the goods or services have been delivered. Admissible proof includes closed-circuit television records in relation to the Business Customer’s office or any other relevant place where the Business Customer conducts its business operations, online transaction logs and any police report. The specific type of proof is subject to the nature of the products or services and must be reasonable for its purpose. If the Business Customer fails to provide such proof or the proof provided is not adequate or the unauthorised payment is due to the Business Customer’s wilful default or negligence, the Business Customer shall reimburse dtcpay for any losses sustained and such losses may be set off against any amount owed by dtcpay to the Business Customer.

Non-public information

31. Unless stated otherwise, all non-public information relating to either Party including, but not limited to, its personal data, sensitive personal data,

investment strategy, holdings, and products or services acquired in connection with these Terms and the Engagement Letter (“Confidential Information”) shall be treated as private and confidential at any time during the term of these Terms and after the termination of these Terms and shall not be disclosed to any third party without the prior written consent of the other Party.

Disclosure

32. Each Party may disclose Confidential Information:
33. to their employees, officers, agents, counsels, related corporations, auditors, professional advisers or other representatives who are involved in the provision of the Services or, in dtcpay’s case, to those persons who need to know such Confidential Information for the purpose of performing the Services; or
34. which it is bound to disclose under any applicable laws or regulation or by request of any governmental regulator.

No duty to disclose

33. Subject to any applicable laws and regulation, dtcpay shall be under no duty to disclose to the Customer, or in making any decision or taking any action in connection with the provision of the Services to take into account, any information or other matters which come to the notice of dtcpay, its affiliates or any of dtcpay’s (or dtcpay’s affiliates’) employees, directors, or agents where:
34. this would, or dtcpay reasonably believes that it would, be a breach of any duty of fidelity or confidence to any other person; or
35. the information or matter does not come to the actual notice of the account executive or other individual providing the Customer with the Service in question.

Limitation of liability

34. The liability of dtcpay, with respect to any loss suffered by the Customer arising from any subject matter of these Terms under any contract, negligence, strict liability or other legal or equitable theory, shall be limited to the total fees paid by the Customer to dtcpay during the twelve (12) months immediately preceding the date that the cause of action arose, notwithstanding the provisions of the Payment Services Law or any other obligatory provisions of the law.
35. Neither Party shall be liable to the other party for any loss of profits, loss of interest, loss of business revenue, loss of anticipated savings, loss of business, damage to business reputation or goodwill, any and all indirect, special or consequential damage or loss suffered or incurred by the other Party arising out of any breach of these Terms by either Party, and for the purposes of these Terms, indirect, special or consequential damage or loss shall include the incurring of liability for loss or damage of any nature whatsoever

suffered by third parties, unless otherwise provided for in these Terms.

36. Without prejudice to any other provisions in these Terms, the Customer agrees that dtcpay shall have no liability to the Customer for any delay or refusal to execute any payment, transaction or perform any obligations without notice to the Customer, if dtcpay reasonably suspects or is of the reasonable opinion that there is or may be any contravention of any applicable laws, regulation, rule or code, or that if dtcpay were to proceed with such execution, dtcpay would otherwise be in breach of any duty, law, code, rule or regulation applicable to dtcpay.
37. The Customer shall bear all collection risk (including, without limitation, chargebacks, credit card frauds and any other type of frauds) in accordance with any relevant payment scheme rules set out by any applicable payment service provider with respect to sales of the Customer’s products and/or services.
38. The Customer understands and agrees that dtcpay has no obligation to attempt to monitor or regulate the content of the Customer’s products or services.
39. Where dtcpay funds the settlement with the Customer, dtcpay shall have the right to withhold payment from the Customer if any of the following circumstances occur:
40. in the event that irregularities are detected in respect of the transaction presented by the Customer or that dtcpay has reason to believe that the transaction presented by the Customer has not been issued for the legitimate supply of products or services or is fraudulent or illegal, dtcpay is entitled to withhold payment until dtcpay has examined or obtain supporting proof from the Customer with dtcpay considers satisfactory, and in the event the transaction is, in dtcpay’s opinion, not valid, no payment shall be made by dtcpay; or
41. the Customer is identified by a third-party payment scheme it is subscribed to, or is suspected by dtcpay, to be a Point-Of-Compromise.

Support and operating hours

40. Telephone support will be provided by dtcpay between the hours of 9:00 am and 6:00 pm Luxembourg Time, Monday through Friday, excluding gazetted Luxembourg national holidays. Telephone support services will include assistance related to routine questions regarding use of the Services and for identified errors or malfunctions, where reasonably available.
41. Response hours are between the hours of 9:00 am and 6:00 pm Luxembourg Time, Monday through Friday, excluding gazetted Luxembourg national holidays. dtcpay operation staff will be available via the telephone number posted on the dtcpay website (TBD).

Third-party rights

42. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

Costs

43. Each party shall bear its own legal, professional and other costs and expenses incurred by it in connection with these Terms and their engagement with each other hereto.

No assignment

44. Each Party may not assign its rights under these Terms without the prior written consent of the other Party, except that dtcpay may at any time assign its rights under these Terms to any of its affiliates.

Illegality

45. If any term or provision (or part thereof) in these Terms shall be held to be illegal or unenforceable under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the enforceability of the remainder of these Terms shall not be affected.

No waiver

46. No failure or delay by a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

Complaints, mediation and notices

47. Any complaints concerning dtcpay, these Terms, or any Service should first be addressed to dtcpay by email (and without any failure or undeliverable messages) at[xxxxxx@dtcpay.com,e.g. contact.us@dtcpay.com ] . You agree that all responses from dtcpay relating to such complaints may be sent to you by email. You will receive a response as soon as possible and no later than fifteen (15) business days following dtcpay's receipt of the complaint. However, for reasons beyond our control, we may not be able to respond within this fifteen (15) Business Days period. In this case, we will provide you with a response specifying the reasons for this additional time and the date on which it will send the final response. In any event, you will receive a final response no later than [fifty (50)] Business Days following receipt of the complaint.
48. If the Customer believes that the response provided by dtcpay is unsatisfactory, or in the absence of a response, within one (1) month after sending the complaint via email, she/he may request for an out-of- court complaint resolution with the CSSF. For more information on the CSSF and the conditions of such

recourse, you can consult the CSSF website (https://www.cssf.lu/en/customer-complaints/). The CSSF cannot be engaged if the request is unreasonable, frivolous or vexatious, if the dispute has been previously examined or is in the process of being examined by another alternative dispute resolution entity an arbitrator, an arbitration tribunal or a court or if the application to the CSSF is submitted more than one year after the written complaint you have made to us.

49. If you are a Consumer Customer, you may also submit your dispute on the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/. The use of mediation is an alternative mechanism that does not constitute a precondition for taking legal action.
50. All communications and notices pursuant to these Terms shall be made in the English language and in writing.

Applicable law and jurisdiction

51. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the Grand Duchy of Luxembourg.
52. Any dispute arising out of or in connection with these Conditions shall be subject to the [non-exclusive] jurisdiction of Luxembourg-City courts.
53. dtcpay reserves the right, however, to take legal actions against the Customer before any other competent court.
54. A Consumer Customer may either refer the matter to the court of her/his place of residence, or the court of the place of dtcpay's registered office, in accordance with Regulation No. 1215/2012 of 12 December 2012.

Whole agreement

55. These Terms (together with the Engagement Letter any other documents referred to herein as forming part of the Terms) constitute the whole agreement between the parties hereto and no variations or amendments hereto proposed by the Customer shall be effective unless consented to by dtcpay in writing.

Safeguarding and segregation of customer assets

56. Assets of our customers are segregated from dtcpay’s own assets and held for the benefit of our customers. All our customers’ assets are held in an omnibus wallet on a commingled basis as permitted under applicable regulation, and accordingly, customers share the risk of any shortfall in such segregated assets in the event of dtcpay’s insolvency. Upon such insolvency event occurring, customer assets will not be available to satisfy claims of general creditors, but will

instead be claimable only by customers in proportion to their entitlement, on a pro rata basis.

Safeguarding of relevant money

57. Separately, we will safeguard relevant money (which may include your funds) by placing it in a trust account with a safeguarding institution, as required under the Circular CSSF 24/853 and Grand-ducal Regulation of 30 May 2018 on the protection of financial instruments and funds belonging to clients.
58. The funds we hold on your behalf are protected in accordance with the terms of Article 14 and Article 24- 10 (5) of the Payment Services Law.

59. ADDITIONAL TERMS FOR USER PROTECTION PURSUANT TO EPAYMENTS USER PROTECTION GUIDELINES

You (“Account Holder”) to provide contact information and monitor notifications about your payment account with dtcpay (the “Protected Account”)

1. The Account Holder shall be required to provide us with contact details as required by us in order to send the Account Holder transaction notifications. Where the Protected Account is a joint account, the Account Holders should jointly give instructions to us on whether we should send transaction notifications to any or all the Account Holders. The duties of the Account Holders in will apply to all the Account Holders that dtcpay has been instructed to send transaction notifications to.
2. The Account Holder shall be required at a minimum to provide the following contact information which must be complete and accurate, to us:
3. where the Account Holder has opted to receive transaction notifications by SMS, his mobile phone number; or
4. where the Account Holder has opted to receive notification by email, his email address.
5. It is the Account Holder’s responsibility to enable transaction notification alerts on any device used to receive transaction notifications from us and to monitor the transaction notifications sent to the contact address. We may assume that the Account Holder will monitor such transaction notifications without further reminders or repeat notifications.

Transfer Notifications

4. We will provide Transaction Notifications that fulfil the following criteria to you that we have been instructed to send, in respect of all transactions (of any amount) made to or from your account (“Notifiable Transaction”).
5. the Transaction Notification will be sent to your contact address. If you have provided more than one contact address to us, the Transaction Notification will be

sent to every contact address selected by you to receive such notifications.

2. the Transaction Notification will be sent on a real time basis for each transaction or on a batched basis at least once every 24 hours to consolidate every notifiable transaction made in the past 24 hours. We may but are not obligated to send both real time notifications and daily batched notifications to you.
3. the Transaction Notification will be conveyed to the Account Holder by way of SMS or email in English. An in-app notification will be accompanied by an SMS or email notification that meets the deadline in sub- paragraph (b) above.
4. the Transaction Notification will contain the following information, but we may omit any confidential information provided that the information provided to you still allows you to identify the transaction as being an authorized transaction or unauthorized transaction: (i) information that allows you to identify the Protected Account such as the Protected Account number; (ii) information that allows you to identify the Recipient whether by name or by other credentials such as the Recipient’s account number; (iii) information that allows us to later identify you, the Protected Account, and the recipient account such as each account number or name;

(iv) transaction amount; (v) transaction time and date; (vi) transaction type; (vii) if the transaction is for goods and services provided by a business, the trading name of the merchant and where possible, the merchant’s reference number for the transaction.

Account user to protect access codes and access to protected account

5. You should not do any of the following:
6. voluntarily disclose any Access Code to any third party;
7. disclose the PIN in a recognizable way on any Wallet, authentication device, or any container for the Wallet; or
8. keep a record of any PIN in a way that allows any third party to easily misuse the PIN.
9. If you keep a record of any PIN, you should make reasonable efforts to secure the record, including:
10. keeping the record in a secure electronic or physical location accessible or known only to the Account User; and
11. keeping the record in a place where the record is unlikely to be found by a third party.
12. You shall at the minimum do the following where a device is used to access the Protected Account:
13. update the device’s browser to the latest version available;
14. patch the device’s operating systems with regular security updates provided by the operating system provider;
15. install and maintain the latest anti-virus software on the device, where applicable; and
16. use strong passwords, such as a mixture of letters, numbers and symbols.
17. You should inform all other Account Users, if any, of the security instructions or advice provided by us. An Account User should follow security instructions or advice provided by us to you.

Appendix (I): Fees Schedule

(N.B.: Below list of services and fees is indicative only subject to the exact services to be offered. )

• Merchant acquiring service fee : 0.75%
• Top up: 0.5% of Value
• Redemption / withdrawal to same name account: 0.5% of Value
• SEPA payout: 0.5% of Value
• Cross-border payout: 1.5% of Value
• Foreign currency exchange fee: 1.5%
• Interchange fee of business debit Mastercard: blended 0.3% of Value
• Card maintenance & miscellaneous fee: 0.05%