SOLIDGATE STANDARD CLAUSES

Last updated 22 Mar 2026

SOLIDGATE STANDARD CLAUSES

Version 3.0

These Standard Clauses are incorporated by reference into agreements between the parties that refer to them (each, an "Agreement"). They apply:

(a) to Agreements entered into on or after 22 March 2026; and

(b) to Agreements entered into before 22 March 2026 where the parties to such Agreement agreed to the application of updated terms of the Agreement, including in a Schedule to the Agreement.

For other Agreements entered into before 22 March 2026, please see the relevant Standard Clauses that apply to them

here

1. SCOPE

1.1. These Standard Clauses, presented below, are part of the Agreement between Solidgate and the Company that has the reference to these Standard Clauses and form an integral part of the Agreement.

2. INTERPRETATIONS

2.1. In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) words denoting the singular include the plural and vice versa;

(d) if the numeric and literal versions of a number differ, the literal version shall have precedence;

(e) a reference to a specific clause, subsection, Annex, Schedule or Preamble is a reference to the applicable clause, subsection, Annex, Schedule or Preamble hereof;

(f) references to any law or normative act shall include any changes, amendments, supplements or substitutions of such law or normative act (in whole or in part);

(g) a reference to any agreement or document is a reference to that agreement or document as may be amended, novated, supplemented, extended or restated, however, to the exclusion of any amendments and supplements made in breach of this Agreement; and

(h) a reference to a party to any document (including to this Agreement) includes that party’s successors and permitted assigns.

2.2. The Preamble and Schedule(s) to this Agreement shall form an integral part thereof.

3. DEFINITIONS

3.1. In this Agreement, the following terms shall have the meanings ascribed to them below, unless the context otherwise requires:

Account Holder	means any person who is authorised to use a Card or any other Payment Method issued to them.
Acquirer	means a bank or other third-party financial institution and/or their affiliates, which has a contractual relationship with the Company, in connection with which it enables the Parties to accept payments by End Users and receive value in relation to such payments.
Affiliate	means a legal entity Controlling, Controlled by, or under common Control with/by Company, Solidgate, or other entity.
Agreement	means any Agreement entered into by and between Solidgate and the Company and which has these Standard Clauses as its integral part.
Alternative Payment Method (APM)	means any supported Payment Method not operated by a Card Scheme which may be used by End Users to enable payment to Company for a Transaction.
Anti–Corruption Laws	means the U.S. Foreign Corrupt Practices Act (“FCPA”) and any other applicable anti–bribery and anti–corruption laws and regulations, including, without limitation, any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997 (the “OECD Convention”).
Applicable Law	means Payment Method Rules, Anti-Corruption Laws, Data Protection Laws, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a respective Regulatory Authority that is binding upon or applicable to Parties, as amended unless expressly specified otherwise.
Authorised User	means a user who is granted access to the Customer Portal by Company.
Business Day	means a day (excluding Saturdays and Sundays) on which banks are open for general business in Cyprus.
Card	means a credit, debit, pre-paid, charge or purchase or other card issued by a Card Issuer and any other cards in relation to which Solidgate is able and has agreed to provide the Services.
Card Schemes	means a payment card network, including the networks operated by Visa, MasterCard, American Express, JCB, Diners, Discover and/or such other organisation governing the issuance and use of the Cards, including, but not limited to, their respective members, as may be approved and notified by Solidgate to Company in writing from time to time. Approval to process certain Cards is subject to Solidgate’s sole discretion.
Chargeback	means any End User charge, which is identified as being invalid or non-collectable after initial acceptance, on account of fraud, lost, cancelled, unissued, or invalid account identification, an unresolved End User complaint, or other cause.
Company Information	means all information reasonably requested by Solidgate and provided by the Company necessary for the KYC processes with Solidgate and/or the Acquirers, Third-Party Services Providers or Payment Method Owners and proper provision of the Services, including information about Company itself and its activities, including its directors, authorised signatories, shareholders and ultimate beneficial owner(s).
Company Materials	means all electronic data, information, content, materials, or other intellectual property submitted, uploaded, transmitted, or otherwise provided by Company to Solidgate in connection with Company's use of the Services (excluding any Personal Data).
Confidential Information	means any information, including but not limited to, the Proprietary Information, information about the existence of this Agreement, its terms, and the relationship between the Parties and any information or material: concerning this Agreement, either Party’s internal business, employees, policies and/or actual or potential customers; which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; or and any other information that would be regarded as confidential by a reasonable business person. Provided, however, that the Confidential Information excludes any information or material: which is or subsequently becomes known to the general public other than through a breach by the receiving Party; which is already known to the receiving Party before disclosure by the disclosing Party; which is independently developed by the receiving Party without use or reference to the Confidential Information of the other; or which the receiving Party rightfully receives from third parties without restriction as to use or disclosure.
Control	means, in relation to any person, the possession, directly or indirectly, of: the power to direct, or cause the direction of, the management and policies of that person; or such securities (or other rights) as confer on the holder thereof the right to exercise in excess of fifty per cent (50%) in number of all votes exercisable in a general meeting of all the members of such person, and "Controlling" and "Controlled" shall be construed accordingly.
Customer Portal	means a web portal hosted by Solidgate, which allows Company to configure Authorised Users and account settings, enable or disable specific services, manage user permissions, generate reports, and receive communications and other relevant information from Solidgate regarding the Company’s account or the Services.
Data Protection Laws	means any applicable data protection, privacy or secrecy laws or regulations, including, if applicable, Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Documentation	Means the document(s) and other materials made available to the Company by Solidgate online via https://docs.solidgate.com/payments/payments-overview/ or such other web address notified by Solidgate to the Company from time to time, which sets out a description of the Services and the user instructions for the Services.
Effective Date	means the date of the Agreement, stated on the first page of the Agreement or of Schedule A to this Agreement or, if the Agreement is accepted by checking the box on Solidgate’s website, the date indicated on Solidgate’s website.
End User	means (i) an Account Holder, and/or (ii) another individual or legal entity who makes a payment for Goods to Company using means provided by Solidgate.
Fees	means the consideration payments under this Agreement that are paid by Company to Solidgate and that are defined in Schedule(s) to this Agreement.
Fine	means any fine, fee, charge and any type of expenses charged to Solidgate or the Company by a Payment Method Owner, a Regulatory Authority or any other third party that is related to this Agreement or to the Services provided to the Company.
Force Majeure Event	an unusual and unforeseeable event, outside the Party’s (or its permitted sub-contractor or assignees) reasonable control and the consequences of which could not have been avoided even if all due care had been exercised (e.g. force majeure, supply chain disruption, events of war and acts of God, strike, lockout, traﬃc disruption, acts of domestic or foreign governmental authorities).
Goods	means goods and/or services that are sold or agreed to be sold in connection with a Transaction and which have been approved by Solidgate (Goods shall also include, where context requires, the payment flow, terms of use, business model, nature of business, projected monthly turnover, average and maximum Transaction’s amount, geo and other terms and conditions of the sale of Goods).
Issuer	means an institution that issues or otherwise makes available accounts and/or Payment Methods to an End User and whose name appears on the Card or account statement as the Issuer.
Limits	means certain Chargeback, fraud or other limits (ratios), as updated from time to time, that Solidgate, Payment Method Owners and/or Third-Party Services Providers may impose.
Losses	means claims, liabilities, losses, damages, proceedings, penalties, Fines, Chargebacks, Refunds, Fees, costs, charges and expenses (including any reasonable and properly incurred legal fees and costs).
MID	means merchant identification number, a unique code provided to Company by its payment processor.
Parties	mean Solidgate and the Company.
Payment Method	means a method of enabling payments by End Users to the Company and specifically includes Cards and APMs.
Payment Method Rules	means the collective set of bylaws, rules, operating regulations, requirements and procedures issued by a Payment Method Owner, including those maintained by Visa ( https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf ) and Mastercard ( https://www.mastercard.com/global/en/business/support/rules.html ) and other rules of Card Schemes and Payment Method Owners. If any third party (e.g., Third-Party Services Provider or technical service provider) is used in connection with a Payment Method, any additional or deviating rules set by such third party will be considered part of the Payment Method Rules for that Payment Method. Payment Method Rules may be amended or supplemented by Payment Method Owners or third parties from time to time.
Payment Method Owner	means a party offering and/or regulating the relevant Payment Method and specifically includes Card Schemes and APM operators.
PCI DSS	means Payment Card Industry Data Security Standards as released from time to time by the Security Standards Council.
Proprietary Information	means all right, title and interest, including without limitation any patent, copyright, design, trade name, trademark, service mark or other intellectual property right (whether registered or not) including without limitation ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models and other information relating to any such intellectual property and other intellectual property rights, in and in relation to the Services and all components used in the provision thereof, including without limitation, any Software delivered to Company, any technology embodied or implemented in the Services, any computer code provided by Solidgate to Company, websites and computer networks, business methods, business processes, website designs, graphics, text, content, trade names, trade secrets and know-how, and all documentation in relation to the foregoing, used in the provision of the Services.
Refund	means the procedure of full or partial return of a Transaction amount to the Account Holder on the initiative of the Company.
Regulatory Authority	means a competent government or regulatory authority, law enforcement department or agency, court of law or other law, rule or regulation-making body that has jurisdiction over a party or in respect of which a party submits or is subject to.
Representatives	means the beneficial owners, principals, officers, authorised representatives, and employees.
Software	means the collective set of programs and data developed and/or operated by Solidgate as needed to provide the Services to Company, including the Customer Portal and Technical Solution, where applicable.
Taxes	any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to such taxes, including value-added tax, digital service, sales, goods and service tax, duties, withholdings, retentions, levies or any other taxes under Applicable Law.
Technical Solution	means a technical solution offered by Solidgate to the Company for the purpose of facilitating Transactions by the transfer of information between the Company and the Acquirer (and other third-party service providers, if applicable). Technical Solution includes technical platform (including its designs), manner of integration between the Company and Solidgate, collection of Payment Method and/or other Transaction data, processing them to obtain appropriate authorisation, and sending the authorised Transaction data, same as the data on requested Chargebacks, for the settlement.
Third-Party Services Provider	means any third party that provides a service, product, or promotion that either integrates with, enhances, or is complementary to the Services.
Transaction	means any payment by a Payment Method or Refund for payment of Goods sold to End Users by Company, regardless of whether the Transaction is approved or declined.
Website	means website(s), domain(s), sub-domain(s) and IT environments owned and operated by Company where Company accepts or states that it will accept, Transactions in relation to Goods which are purchased by End Users; the initial Website(s) being those which have been presented to and approved by Solidgate, together with any future Website(s) presented to and approved by Solidgate.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each Party warrants, represents, covenants and agrees that:

4.1.1. As of the date of this Agreement, it has full power and lawful authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

4.1.2. It is duly organised and validly existing under the laws of its domicile and has the legal capacity and corporate authority to own its property and carry on its business as now conducted and is not in breach of its by-laws.

4.1.3. There is no action, suit or proceeding at law or in equity now pending or, to the best of its knowledge, threatened by or against or affecting the Party which would impair its right to carry on its business as now conducted or affect its financial conditions or operations or its ability to perform the obligations required under this Agreement.

4.1.4. It has knowledge of all applicable Anti–Corruption Laws and that neither it nor any of its officers, directors, employees, agents, contractors, designees, ultimate beneficial owners or shareholders, nor any other party acting on its behalf, will directly or indirectly take any action that would constitute a violation of the Anti–Corruption Laws with respect to any activities related to any business for Solidgate or the Company. Neither it nor any of its direct or indirect Representatives has or will pay, offer, promise to pay or authorize the payment of, offer or promise to pay, directly or indirectly, any monies or anything else of value to any current or former official, political party or official of a political party, or any candidate for public office in connection with this Agreement. Each party acknowledges that, for purposes of this Agreement, an “official” is (i) any officer or employee of a government or any department, agency or instrumentality of a government, (ii) any officer or employee of a public international organization such as the United Nations or the World Bank, (iii) any individual acting in an official capacity for or on behalf of a government agency, department, instrumentality or of a public international organization, (iv) any officer or employee of a company owned or controlled by a government or (v) any member of a royal family who may lack formal authority but who may otherwise be influential, including by owning or managing state–owned or controlled companies. Each party represents and warrants that all representations, warranties and covenants set forth in this clause are truthful and accurate. Each party shall notify the other party in writing immediately upon the occurrence of any event which would render the representations, warranties or covenants contained herein incorrect. If, in good faith, Solidgate believes that any action under this Agreement will likely cause a violation of the Anti–Corruption Laws, nonperformance shall be excused, and this Agreement may be terminated at Solidgate’s option.

4.1.5. It will comply at all times with all applicable laws, rules, regulations, decrees and prohibitions of whatsoever nature relating (a) to the sale, export or transfer of items or (b) to transactions of any kind with restricted or embargoed countries or territories, restricted or blocked persons or restricted or blocked entities (together, “Embargoed Targets”), including, without limitation, those of the United States, Switzerland and the European Union or its member states ((a) and (b) together, the “Sanctions Laws”). Each party warrants, represents and covenants that (c) it is not located, organised under, ordinarily resident in or acting on behalf of an Embargoed Target and (d) that it is not an Embargoed Target and is not owned or controlled by an Embargoed Target, as defined either expressly or substantively, by the Sanctions Laws. Each party warrants, represents and covenants that it is not aware of any reason why it should be named on any list identifying Embargoed Targets maintained by implementing authorities of, without limitation, the United States, Switzerland or the European Union or member states thereof (together, “Lists”), as such Lists may be amended from time to time. Each party agrees that it shall not (e) sell, directly or indirectly, resell or deliver any good, software or technology to an Embargoed Target, (f) transport any such item on any vessel or other carrier that is owned, operated, flagged or chartered by an Embargoed Target or (g) broker, finance or otherwise facilitate any sale or resale of any such item or transaction that would cause a violation of any Sanctions Law. Each party agrees that it will provide immediately to the other party all information, including, without limitation, information concerning end customer, transit and final destination, shipping and intended end–use, to enable an assessment of compliance with the Sanctions Laws. If, in good faith, Solidgate believes that any action under this Agreement will likely cause a violation of the Sanctions Laws, nonperformance shall be excused, and this Agreement may be terminated at Solidgate’s option.

4.2. The Company additionally warrants, represents, covenants and agrees that:

4.2.1. It is in all material respects in compliance with and has at all times been, and is not in material default or violation in any respect of any Applicable Law.

4.2.2. Any and all information and documentation provided by the Company hereunder is true, accurate, complete and updated, and no information, document or statement provided or made available is untrue, false, incorrect, incomplete or misleading.

4.2.3. It will not knowingly do anything or allow anything to be done which is likely to harm Solidgate's reputation or the reputation of Payment Method Owners and/or Acquirers.

4.2.4. To the extent the Company signs this Agreement electronically, including by checking the box through Solidgate's website, this Agreement is signed by an authorised signatory, and the electronic signature is the legally binding equivalent to a handwritten physical signature.

4.3. The Company should promptly notify Solidgate if it believes there has been or will be a misappropriation or unauthorised checking of the box or other usage of Solidgate's website. The Company must give Solidgate all the information in its possession as to the circumstances of any misappropriation or unauthorised use of Solidgate’s website, including, but not limited to, unauthorised online acceptance of this Agreement by checking the box. Solidgate may provide third parties with the information it considers relevant in such circumstances.

4.4. Each Party undertakes that it shall not, for the term of the Agreement and for a period of 2 years thereafter on its own behalf, or on behalf of any person directly or indirectly, canvass, solicit or endeavour to entice away from the other Party any person who has at any time during the term of the Agreement been employed or engaged by that Party.

4.5. If any of those representations and warranties are affected at any time during the term of this Agreement, immediately, but no later than 5 Business Days, the Party shall inform the other Party of any changes.

4.6. Except as expressly stated in this Agreement, no representation, inducement, or warranty was, prior to the execution of this Agreement, given or made by one of the Parties hereto with the intent of inducing the other Party to enter into this Agreement, and any representations, inducements or warranties that may have been so given are hereby denied and negated.

4.7. Except as expressly stated in this Agreement, the Services, Software, and Documentation are provided on an "as is" and "as available" basis and to the maximum extent permitted by Applicable Law, Solidgate specifically disclaims all representations, warranties and conditions whether express or implied, arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. The Company may not rely on any representation or warranty regarding the Services by any third party in contravention of the foregoing statements.

5. INDEMNIFICATION

5.1. Company agrees to defend, indemnify and hold Solidgate (including its officers, directors, employees, agents, successors, and assigns) harmless from any claim or demand, actions, proceedings, damages, expenses, costs (including without limitation court costs and reasonable legal fees) and any other Losses made due to or arising out of any act or omission of Company, including:

5.1.1. Company’s breach of this Agreement;

5.1.2. Company’s use of the Services;

5.1.3. Company Materials;

5.1.4. Company’s negligence or willful misconduct, and/or

5.1.5. Company’s violation of Applicable Law or the rights of a third party.

5.2. Solidgate agrees to defend, indemnify and hold Company harmless from any claim or demand (including reasonable legal fees) made by any third party asserting that the Company’s use of the Services and/or Software in accordance with this the terms of this Agreement infringes any third-party intellectual property rights, provided that the Company shall immediately notify Solidgate of any such claim, give Solidgate sole control over the defense and settlement of such claim, and cooperate with Solidgate in good faith in its defence or settlement.

5.3. Solidgate’s obligations in clause 5.2 above shall not apply to the extent any claim arising from or relating to (i) misuse of the Services (including any use not in accordance with the Documentation, Solidgate’s instructions, and this Agreement); (ii) any modification, alteration or conversion of the Services not created or approved in writing by Solidgate; (iii) any combination of the Service with any computer, hardware, software or service not provided by Solidgate; (iv) Solidgate’s compliance with specifications or other requests of Company; or (v) any third party data or Company Materials.

5.4. If the Service is or may be subject to a claim of infringement described in clause 5.2 above, Solidgate may, at its cost and sole discretion: (i) obtain the right for Company to continue using the Service as contemplated herein; (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Company any pre-paid fees for the Service. Solidgate’s obligations in this clause 5 shall be Solidgate’s sole obligations, and Company’s sole remedies, in the event of any infringement of intellectual property or proprietary rights by or related to the Service.

6. LIMITATION OF LIABILITY

6.1. Save for liability arising under clause 5 (“Indemnification”), neither Party (or either of its affiliates, directors, officers, employees, contractors or representatives) shall be liable for special, incidental or consequential damages or lost profits (however arising, including negligence) arising out of or in any way relating to this agreement, even if there was prior notice of the possibility of such damage arising.

6.2. In no event shall Solidgate be liable for an amount exceeding any amounts paid to Solidgate under this Agreement in the 6 (six) months preceding the occurrence of facts that first give rise to any liability hereunder. The existence of more than one claim or event from which liability arises will not enlarge this aggregate limitation. This aggregate limit is a single, global limit that applies to Solidgate.

6.3. Solidgate shall not bear contractual or non-contractual liability for any delay or failure to perform its obligations under this Agreement to the extent that the delay or failure is caused by any of the following:

6.3.1. failure, interruption, infiltration or corruption of any hardware, software or other telecommunications or data transmission system;

6.3.2. Solidgate's belief that the Transaction is unauthorised, fraudulent, or poses a security risk;

6.3.3. interception or seizure compelled by Applicable Law;

6.3.4. acts or omissions of any third parties, including the Company, Payment Method Owners, Third-Party Services Providers or Issuers; or

6.3.5. other circumstances beyond Solidgate’s reasonable control.

6.4. The Company shall be liable and responsible for the actions of its Representatives, Affiliates, and service providers, acting in connection with the Services or in any manner that may impact the Services and any other party acting on its behalf. Company accepts full responsibility for its Affiliates and service providers in connection with the Services as if the acts and omissions of the Affiliates and service providers were those of the Company.

6.5. Company understands and acknowledges that during the term of this Agreement and after its termination for any reason whatsoever, Company shall continue to bear total responsibility for the Chargebacks, Refunds, reversed payments, penalties, any other Losses, Fees, credits and adjustments resulting in any way from receiving Services and all other amounts then due or which thereafter may become due under this Agreement.

6.6. Any compensation claim for faults or damages must be presented in writing by the Company to Solidgate within 12 (twelve) months after the occurrence of the alleged fault or damage. Otherwise, the claim shall be considered invalid.

6.7. Nothing in this Agreement excludes or restricts a Party's liability for death or personal injury, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by Applicable Law, nor for the Company’s payment obligations.

6.8. The Parties agree that the limitations of liability set forth in this clause 6 are a fundamental basis of the bargain, that Solidgate has set its fees in reliance on the enforceability of these provisions, and that they shall apply notwithstanding that any remedy shall fail its essential purpose.

6.9. All references to Solidgate in this clause 6 shall, for the purposes of this clause, be treated as including all Representatives, subcontractors and suppliers of Solidgate and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

7. REMEDIES

7.1. Except where expressly provided otherwise in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

7.2. Each Party agrees that breach of clause 8, “Intellectual Property”, and clause 9 “Confidentiality” of this Agreement will give rise to irreparable injury for which:

7.2.1. money damages may not be a sufficient remedy for any breach of this Agreement by such Party;

7.2.2. the other Party may be entitled to specific performance, injunction, and other equitable relief with respect to any such breach;

7.3. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one Party, or any of its representatives, has breached this Agreement, such Party will be liable for reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including, but not limited to, any appeals.

8. INTELLECTUAL PROPERTY

8.1. Solidgate or its licensors own the Proprietary Information.

8.2. Except as expressly stated herein, this Agreement does not transfer any right, title or interest in the Services or the Proprietary Information to the Company.

8.3. Solidgate grants to the Company a limited, revocable, non-exclusive, non-transferable, worldwide right to use the Services and the Proprietary Information, solely for the Company's own internal business purposes and subject to the terms and for the duration of this Agreement.

8.4. Solidgate grants to the Company a non-exclusive, non-transferable license to display certain logos and trademarks of Solidgate as Solidgate may from time to time designate (provided the prior written approval of Solidgate for such display has been obtained by the Company), on the Company's Websites for the sole purpose of advising the Company's customers of the availability of the Services. For the avoidance of doubt, any use of logos and/or trademarks of Solidgate, and/or Third-Party Services Provider shall occur only upon the prior written approval obtained by the Company. Solidgate and/or Third-Party Services Provider shall have the right to prohibit usage of logos/trademarks at any time for any reason or for no reason.

8.5. The Company acknowledges that it is prohibited from any use, reproduction, decompilation, reverse engineering, modification or distribution of any Proprietary Information that is not expressly authorised in this Agreement. The Company may not sell, resell, assign or otherwise transfer rights to Solidgate Services or any Proprietary Information. Company must comply with Solidgate’s instructions for using the Services and the Proprietary Information, including those set out in the Documentation.

8.6. Company grants to Solidgate, without additional remuneration, for the duration of the Agreement, a non-exclusive, irrevocable and not territorially limited license to use Company's name, trademark, and other identifying marks and brand assets for marketing of Solidgate’s services.

8.7. If Company provides to Solidgate any feedback (e.g., questions, comments, suggestions, or the like) regarding the Services (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and Solidgate shall have a non-exclusive, royalty-free, worldwide, perpetual license to use such Feedback for any purpose.

9. CONFIDENTIALITY

9.1. Each Party agrees to maintain all Confidential Information of the other Party in confidence to the same extent that it protects its similar confidential information and to use such Confidential Information only to exercise its rights or perform its obligations under or in connection with this Agreement. Each Party agrees to take all reasonable precautions to prevent any unauthorised disclosure or use of the Confidential Information of the other Party, including, without limitation, disclosing such Confidential Information only to its employees or contractors with a need to know and who are parties to appropriate agreements sufficient to comply with this clause.

9.2. Solidgate is entitled to disclose Confidential Information to its Affiliates, Payment Method Owners, its Third-Party Services Providers or any third parties involved in the provision of the Services, where such information is reasonably required to provide their services and/or carry out their own risk assessments (provided that such third parties are bound by equivalent or stronger obligations of confidentiality).

9.3. Each Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed:

9.3.1. to a third party for the purposes of (i) equity or debt financing, (ii) acquisition or sale of a business or assets, or (iii) acquisition or sale of a corporate entity or the shares in such entity (provided that such third party is bound by equivalent or stronger obligations of confidentiality).

9.3.2. by law or by any Regulatory Authority, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of the disclosure as possible.

9.4. The obligation of confidentiality shall extend for a period of three years after the termination of this Agreement, but shall not apply with respect to information that lawfully becomes a part of the public domain, or of which the Parties gained knowledge or possession free of any confidentiality obligation.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. This Agreement and any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this Agreement, including any question regarding its existence, validity, formation or termination, shall be governed by and construed in accordance with the substantive laws of England and Wales.

10.2. The competent courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of, or in connection with, this Agreement. Any dispute must be brought in the competent courts of England and Wales. For these purposes, each Party irrevocably submits to the jurisdiction of the English courts.

11. ENTIRE AGREEMENT

11.1. This Agreement, together with any Schedule(s) and other provisions expressed to be an integral part hereof, constitutes the entire understanding of the Parties concerning the subject matter hereof and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral.

11.2. If any provision of the Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.

12. ASSIGNMENT

12.1. Company may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of the rights and obligations under this Agreement without the written consent of Solidgate.

12.2. Solidgate may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of the rights and obligations under this Agreement.

13. NOTICES

13.1. All communication, notices or reports permitted or required under this Agreement shall be in writing and in English.

13.2. All notices shall be by personal delivery, nationally recognized overnight courier service or by certified or registered mail, return receipt requested or by email, stated herein, and shall be deemed given upon the earlier of actual receipt or 1 (one) day after deposit with the courier service, 5 (five) days after deposit in the mail, or receipt by sender of confirmation of electronic transmission or on the date when the email has been sent. Notices shall be sent to the addresses set forth herein or such other address as either Party may specify in writing.

14. EXECUTION

14.1. This Agreement may be executed in two or more counterparts in English (which both Parties understand properly), all of which, when taken together, shall be considered one and the same agreement and shall become effective when counterparts of the Schedule have been signed by each Party and delivered to the other Party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

14.2. The Agreement can be accepted and thus executed in electronic form (e.g., by an electronic or other means of demonstrating assent), including by checking the box through Solidgate's website or the Customer Portal. Each party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of its intention to be bound by this Agreement as if signed by its manuscript signature. The Company cannot contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records, when produced in hard copy form, shall constitute business records and shall have the same validity as any other generally recognised business records.

14.3. For the avoidance of doubt, should either party fail to sign this Agreement, and despite the lack of signature by an authorised signatory of the Company, the Services under this Agreement are still provided by Solidgate to the Company, the performance of the Services shall constitute the Company's acceptance of the terms and conditions of this Agreement. The further may inter alia confirm the Company’s acceptance of this Agreement:

14.3.1. completing integration with Solidgate, including through the Technical Solution where applicable;

14.3.2. starting processing Transactions or otherwise accepting payments through Solidgate’s Services and/or the Technical Solution;

14.3.3. opening merchant processing account(s) with Solidgate's facilitation;

14.3.4. provision of any other Services to the Company;

14.3.5. payment of the Fees by the Company;

14.3.6. any other acts or omissions by the Company and/or Solidgate that are consistent with, or otherwise evidence the performance of, this Agreement, including where Solidgate has expressly communicated to the Company that a specific act or omission will be treated as constituting the Company's acceptance hereof.

14.4. If the Agreement was accepted electronically via Solidgate’s website, Customer Portal, or any other online means, Solidgate may request that the parties reconfirm their acceptance of the terms of the Agreement by means of a written document signed by both parties’ authorised signatories. Solidgate may request such re-confirmation by providing notice of the same to the Company via the email stated herein. If Company does not comply with such a request within ten (10) business days following the request, Solidgate may suspend its provision or use of part or all of the Services until Company has complied with such request.

15. INTEGRATION

15.1. Where integration is required to use the Services, the Company will be solely responsible for the configuration, installation, servicing, maintenance, security and operation of the equipment and software needed to access the Services and/or connect to the Technical Solution (where applicable).

15.2. At the request of the Company, Solidgate may provide guidelines and support for the integration with the Services and/or Technical Solution, assist in reviewing integrations, and provide advice and guidance. However, the Company remains responsible for ensuring the correct integration with, and implementation and use of, the Services in its own systems in accordance with the guidelines provided by Solidgate, either directly or through Documentation. The Company should implement monitoring and periodically perform end-to-end tests to assess the correct functioning of the Services and report any identified problems to Solidgate’s support team.

15.3. The Company shall keep all passwords and API keys provided to it safe and secure, share them only with people who require access to them, and rotate them if users who had access to these keys leave the Company. The Company shall be responsible for all use of the Service using passwords or API keys issued to the Company. Company shall notify Solidgate immediately of any actual or suspected unauthorised use of its passwords or API keys for the Services.

15.4. If Solidgate intends to make any material changes to the API that will require the Company to make changes to its integration with the API, where reasonably possible, Solidgate will provide the Company with reasonable notice in advance of implementation of the same to allow the Company to prepare for any potential impact from such changes. The Company shall promptly and without unreasonable delay update to the most up-to-date API and SDK versions for the Services when requested to do so by Solidgate. Failure to do so may impact the provision of the Services.

15.5. The Company acknowledges that there may be instances when upgrading to a specific version of the API or SDKs is deemed urgent due to security reasons, Applicable Law, changes made by third-party providers, or other reasons outside of Solidgate’s control. In these instances, Solidgate will notify the Company, and the Company shall provide prompt action and cooperation in coordinating and completing such upgrade. Solidgate reserves the right to refuse calls and connections coming from older versions of the API/SDK to maintain the security of the Services.

16. CUSTOMER PORTAL

16.1. Solidgate will provide access to the Customer Portal to the Company.

16.2. Solidgate may rely on any information, instructions and confirmations submitted by the Company’s Authorised Users through the Customer Portal or by other approved means. Any use of the Services by Authorised Users or by anyone using their accounts remains the sole liability of the Company and will legally bind the Company.

16.3. The Company is responsible for monitoring notifications and communications sent by Solidgate via the Customer Portal. The Company is solely responsible for registering and deregistering the Authorised Users, managing their access permissions, and for the actions and omissions of the Authorised Users. When granting access to the Customer Portal, the Company shall ensure that (i) User permissions align with their job functions and authority to represent the Company; (ii) Authorised User credentials are not shared, including other Authorised Users; and (iii) access credentials are immediately revoked when a User is no longer authorised to represent the Company. Where required by Applicable Law, the Company agrees to provide Solidgate with the necessary information to verify the identity of its Authorised Users.

16.4. The Company must promptly notify and cooperate with Solidgate if it suspects any credentials have been compromised or if it becomes aware of unauthorised access to the Customer Portal, misappropriation of Authorised User credentials or any unauthorised actions on behalf of the Company, including, but not limited to, unauthorised online acceptance of this Agreement by checking the box.

16.5. Solidgate shall not be responsible or liable to the Company for any losses arising from a compromise of an Authorised User's access credentials.

17. COMPANY MATERIALS AND DATA

17.1. As between the Parties and subject to the limited license grant set forth in this clause, the Company shall own and retain all right, title, and interest in and to all Company Materials. During the term of this Agreement, the Company hereby grants to Solidgate a non-exclusive, royalty-free, worldwide, sublicensable license to access, collect, use, process, store, transmit, modify, copy, display, and create derivative works of all Company Materials solely in connection with and to the extent necessary for the provision of the Services to the Company in accordance with this Agreement.

17.2. The Company represents and warrants that:

17.2.1. it has obtained all necessary rights, licenses, consents, permissions, and authorisations necessary to grant Solidgate the rights outlined in this Agreement with respect to all Company Materials;

17.2.2. all Company Materials have been collected, stored, transferred, processed, used, disclosed, and otherwise handled in full compliance with Applicable Law;

17.2.3. Company Materials do not and will not infringe, violate, or misappropriate any third-party rights, including intellectual property rights, privacy rights, or contractual rights;

17.2.4. Company Materials do not and will not contain any viruses, malware, or other harmful or malicious code; and

17.2.5. Company Materials do not violate Applicable Law and Payment Method Rules.

17.3. The Company acknowledges and agrees that Solidgate may monitor, collect, use, and store anonymous, aggregated statistics and performance data about the use of the Services, transaction patterns, system performance metrics, and other non-personally identifiable information related to the provision of the Services, which will be aggregated and anonymised such that it cannot identify the Company or any specific individuals. Solidgate may use such data for service improvement, research and development, industry benchmarking, regulatory reporting, and other business purposes. The Company acknowledges that such aggregated and anonymised data does not constitute Company Materials or Confidential Information of the Company and may be retained and used by Solidgate indefinitely.

17.4. The Company agrees to receive commercial and marketing information from Solidgate.

18. NO AGENCY

18.1. It is agreed and understood that, except where this Agreement expressly provides otherwise, neither Party is the agent or representative of the other Party and has no authority or power to bind or contract in the name of or to create any liability against the other Party in any way or for any purpose. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.

19. EXPENSES

19.1. Notwithstanding any other provision in this Agreement to the contrary, in no event will Solidgate be obligated to pay any expenses, fees, costs or other amounts to any subcontractor, person, or entity under this Agreement.

20. NO WAIVER

20.1. All waivers by a party must be in writing to be effective. No failure or delay by either Party in enforcing any provision of this Agreement will be deemed a waiver of such Party’s ability to enforce the same provision of this Agreement at a future date. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

21. FORCE MAJEURE

21.1. Except for the Company’s payment obligations hereunder, neither Party will be liable for any delay or failure to perform any obligation under this Agreement due to a Force Majeure Event. In the event of such a failure, the Parties’ obligations shall be suspended until such time as the cessation of all causes of such failure.

22. SET-OFF

22.1. Solidgate or its Affiliate may, at any time, with reasonable prior written notice to Company, deduct, recoup or set-off any liability of Company or its Affiliate to Solidgate or its Affiliate against any liability of Solidgate or its Affiliate to Company or its Affiliate, whether either liability is present or future, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, Solidgate or its Affiliate may convert either liability at a market rate of exchange for the purpose of set-off.

23. COOPERATION

23.1. The Parties covenant and agree to make all applications, execute all other deeds, documents, instruments and assurances, and do such further and other acts as may be necessary or desirable to carry out the real intent and meaning of this Agreement, and to give full effect to the transactions contemplated or intended hereby.

24. SURVIVAL

24.1. The following clauses shall survive termination of this Agreement: clause 2 (Interpretations), clause 3 (Definitions), clause 5 (Indemnification), clause 6 (Liability), clause 7 (Remedies), clause 8 (Intellectual Property), clause 9 (Confidentiality), clause 10 (Governing Law and Dispute Resolution), clause 12 (Assignment), clause 22 (Set-Off), this clause 24 (Survival), as well as any other terms which by their nature should survive termination of this Agreement.