Terms of Service

General Payment Service Agreement

Effective date: July 24, 2026

This General Payment Service Agreement (the "Agreement") is entered into as of the date of acceptance by the Customer (the "Effective Date") between the Customer and the applicable PanPay contracting entity determined by the Customer's Account Jurisdiction ("PanPay", "we", "us", or "our").

PanPay provides payment-related services for business and commercial use, including the receipt of funds from approved platforms or senders, maintenance of payment accounts, outbound payments, currency exchange, electronic-money services where applicable, and related ancillary services. The Customer wishes to use PanPay Services for commercial purposes and agrees to be bound by this Agreement. By accepting this Agreement, the Customer confirms that it has read, understood, and agreed to it, including the Privacy Policy incorporated by reference.

Article 1: Definitions

Account Jurisdiction: The jurisdiction associated with the Payment Account into which PanPay receives funds from a Platform or Sender, and by reference to which the relevant PanPay contracting entity, governing law, and jurisdiction-specific terms are determined.

Agreement: This General Payment Service Agreement, including Appendix A, the Fee Schedule, the Privacy Policy, and any other document expressly incorporated by name. In the event of conflict, the order of precedence in Section 2.5 applies.

Applicable Law: Any law, regulation, rule, court order, binding regulatory requirement, sanctions requirement, payment-scheme rule, generally accepted regulatory practice, or mandatory guideline applicable to PanPay, the Customer, the PanPay Services, or any Transaction in any relevant jurisdiction.

Approved Payee: A natural or legal person approved by PanPay to receive payments, including a Tax Authority, third-party service company, supplier, or other payee approved by PanPay.

Beneficiary Account: The Customer's approved local beneficiary bank account, held in the Customer's own name and specified through the PanPay Account, into which the Customer wishes to receive all or part of the PanPay Balance.

Business Day: Any calendar day other than a Saturday, Sunday, or public holiday in the relevant Account Jurisdiction on which the relevant payment infrastructures and banks are open for ordinary business.

Buyer: A person or entity that purchases goods or services from the Customer, whether directly or through a Platform.

Chargeback: Any chargeback, refund, reversal, platform clawback, debit, fine, penalty, claim, deduction, or similar liability arising from or relating to the Customer's Transactions, Platform activity, Buyer disputes, payment schemes, Service Providers, or Applicable Law.

Confidential Information: All non-public information disclosed by one Party to the other in connection with this Agreement, including business, technical, commercial, financial, operational, security, compliance, customer, transaction, and pricing information, whether disclosed orally, visually, electronically, or in writing.

Consumer: A natural person acting for purposes outside their trade, business, craft, profession, or commercial activity, or as otherwise defined by Applicable Law.

Customer: The natural person or legal entity entering into this Agreement and in whose name the PanPay Account is registered. The Customer is also referred to as the "Merchant".

Cut-off Time: The time on a Business Day, as published on the Website, Internet Banking System, Fee Schedule, or otherwise notified by PanPay, after which a payment order or instruction received by PanPay is treated as received on the following Business Day.

Electronic Money: Monetary value represented by a claim on the relevant PanPay contracting entity that issues it (the "Issuer") that is stored electronically, issued on receipt of funds for the purpose of making payment transactions, and accepted by persons other than the Issuer. For UK Accounts, Electronic Money is issued under the EMRs/PSRs, is safeguarded accordingly, is redeemable in accordance with this Agreement and Applicable Law, and is not protected by the Financial Services Compensation Scheme.

Electronic Signature: Electronic acceptance, click-wrap acceptance, mobile confirmation, typed signature, e-signature platform execution, or other electronic method used to identify the Customer or User and evidence acceptance of this Agreement or an Instruction.

Fee Schedule: The schedule of fees, charges, margins, interest, costs, and other amounts applicable to PanPay Services, as published on the Website, displayed in the Internet Banking System, or otherwise agreed in writing.

Fees: The charges, commissions, margins, interest, costs, and other amounts payable by the Customer for PanPay Services, as set out in the Fee Schedule or otherwise agreed in writing.

Funds: Any amount received or held by PanPay or its Service Providers on the Customer's behalf in connection with PanPay Services, including Electronic Money where applicable.

Group Companies: PanPay entities and any affiliates, subsidiaries, holding companies, or entities under common control or common branding that provide, support, process, risk-manage, or administer all or any part of the PanPay Services.

Identification Tools: Login IDs, passwords, one-time passwords, multi-factor authentication tokens, SMS codes, password generators, electronic signatures, APIs, credentials, certificates, or other tools used to authenticate a User or confirm an Instruction.

Inbound Payment: Funds received or intended to be received into a designated Payment Account from an approved Platform or Sender.

Instruction: Any order, request, consent, confirmation, data submission, API call, or instruction issued by the Customer or an authorized User to PanPay, including through the Internet Banking System.

Internet Banking System: PanPay's online, API, mobile, or electronic service environment through which PanPay Services are accessed or Instructions are submitted.

Jurisdiction-Specific Terms: The terms set out in Appendix A that apply based on the relevant Account Jurisdiction.

KYC: PanPay's know-your-customer, customer due diligence, enhanced due diligence, business verification, sanctions, fraud, tax, and ongoing monitoring processes.

KYC Questionnaire: The questionnaire or form, together with supporting documents, that the Customer must complete as part of PanPay's KYC and onboarding process.

Outbound Payment: A payment from a Payment Account to an Approved Payee pursuant to an Outbound Payment Order.

Outbound Payment Order: An Instruction requesting PanPay to transfer funds to an Approved Payee.

PanPay Account: The online account registered in the Customer's name for the use of PanPay Services.

PanPay Balance: The amount of Funds, including Electronic Money where applicable, available and displayed in a Customer's PanPay Account.

PanPay Service Credentials: Payment Account credentials and identifiers provided for the purpose of using PanPay Services, including account number, sort code, ABA/routing number, IBAN, virtual account number, SWIFT/BIC, or other details.

PanPay Services: The payment-related services supplied by PanPay, including account opening and maintenance, receipt of Inbound Payments, issuance and redemption of Electronic Money where applicable, money remittance, currency exchange, Outbound Payments, settlement, compliance screening, and ancillary services.

Payment Account: The account or sub-account that holds or records the PanPay Balance.

Platform: An e-commerce marketplace or other third-party platform approved by PanPay where the Customer sells goods or services under a separate agreement.

Platform Transaction: A transfer initiated by a Platform to the Customer's Payment Account of funds to which the Customer claims entitlement.

Protected User: For UK Accounts, a Customer that is a consumer, micro-enterprise, charity, or other person entitled to mandatory protections under the PSRs, EMRs, or FCA DISP rules.

Reserve: Funds withheld, retained, blocked, delayed, set aside, or otherwise reserved by PanPay to cover actual or reasonably anticipated liabilities of the Customer, including Chargebacks, reversals, negative balances, fees, fines, penalties, platform clawbacks, legal process, or regulatory requirements.

Sanctioned Jurisdiction: A country, territory, region, government, or area subject to comprehensive or material sanctions imposed by the United Nations, United States, United Kingdom, European Union, Hong Kong, or any other relevant authority.

Sanctioned Person: Any person or entity that is listed, owned, controlled, located, resident, incorporated, operating, acting on behalf of, or otherwise connected with a person or jurisdiction subject to sanctions administered or enforced by a relevant sanctions authority.

Sender: A legal entity or natural person that sends or intends to send an Inbound Payment to the Customer.

Service Providers: Banks, payment service providers, electronic-money institutions, money transmitters, clearing networks, card schemes, correspondent banks, FX providers, technology providers, compliance vendors, and other third parties used by PanPay.

Settlement Order: An Instruction requesting PanPay to transfer all or part of the PanPay Balance to an approved Beneficiary Account.

Settlement Transaction: The payment or transfer of funds from the Payment Account to the Customer's approved Beneficiary Account following a Settlement Order.

Tax Authority: The competent tax authority in the relevant jurisdiction, including HM Revenue & Customs in the United Kingdom where applicable.

Transaction: A Platform Transaction, Inbound Payment, Outbound Payment, Settlement Transaction, currency exchange, debit, credit, reversal, or other account movement.

Unique Identifier: A combination of letters, numbers, symbols, or account credentials specified to or required by PanPay, such as account number, sort code, ABA/routing number, IBAN, SWIFT/BIC, virtual account number, or similar identifier, that is used to identify a payment account, payment service user, payee, payer, or Transaction.

User: The Customer or an authorized natural-person representative entitled to access or operate the PanPay Account.

VAT: Value added tax or any equivalent indirect tax applicable in any relevant jurisdiction.

Website: PanPay's website at https://www.panpay.com, and any successor or related website notified by PanPay.

Article 2: Agreement, PanPay Services, and Order of Precedence

2.1 Scope

This Agreement governs the Customer's use of PanPay Services. Mandatory provisions of Applicable Law apply and prevail over any inconsistent term.

2.2 B2B Use Only

PanPay Services are intended exclusively for business, commercial, professional, or trade purposes. The Customer must not use PanPay Services as a Consumer or for personal, family, or household purposes.

2.3 Overview of Services

PanPay may provide facilities enabling the Customer to receive payments from approved Platforms or Senders, hold or record balances, exchange currencies, initiate local and international payments, settle funds to approved Beneficiary Accounts, and use related ancillary services. Availability, currencies, limits, channels, and processing times may vary based on Account Jurisdiction, risk controls, Service Providers, regulatory requirements, scheme rules, and PanPay policies.

2.4 PanPay's Role

PanPay acts as an independent contractor. Except for receiving, holding, issuing or redeeming Electronic Money where applicable, and disbursing funds in accordance with Instructions and Applicable Law, PanPay is not a fiduciary, trustee, escrow agent, bank, deposit-taking institution, broker, tax adviser, or party to underlying sales transactions. Payment Accounts are not bank deposits and do not earn interest. PanPay has no duty to monitor, verify, or become involved in the Customer's underlying transactions with Buyers, Platforms, Senders, Approved Payees, or third parties. PanPay may rely on Group Companies and Service Providers, including banks, correspondent banks, clearing systems, payment schemes, payment processors, electronic-money institutions, money transmitters, FX providers, compliance vendors, technology providers, and communications networks. To the fullest extent permitted by Applicable Law, PanPay is not liable for their acts, omissions, delays, insolvency, service interruptions, system failures, settlement failures, network failures, or changes to their requirements, except where liability cannot lawfully be excluded. PanPay may, acting reasonably and in accordance with Applicable Law and its internal risk policies, determine whether to provide, continue, restrict, suspend, or terminate any PanPay Service and may delay, reject, decline, reverse, freeze, block, set off, withhold, return, recall, or investigate any Transaction, PanPay Balance, or PanPay Account to comply with Applicable Law, sanctions, AML/CTF, fraud prevention, SCA, scheme rules, regulatory expectations, legal process, Service Provider requirements, or risk policies. PanPay's decisions regarding the availability, restriction, suspension, or termination of any PanPay Service are made in accordance with Applicable Law, regulatory obligations, Service Provider requirements, and PanPay's internal risk policies. Nothing in this Agreement limits any mandatory right or remedy available to the Customer under Applicable Law.

2.5 Order of Precedence

If there is any conflict or inconsistency among the documents comprising this Agreement, the following order applies, highest first: (a) Appendix A: Jurisdiction-Specific Terms; (b) the main body of this Agreement; (c) the Fee Schedule; and (d) the Privacy Policy, provided that the Privacy Policy prevails in respect of the processing of personal data.

2.6 Electronic Acceptance

The Customer agrees that an Electronic Signature, click-wrap acceptance, login acceptance, use of PanPay Services after notice, or submission of an Instruction may evidence acceptance of this Agreement and may be retained by PanPay as binding evidence of acceptance, to the fullest extent permitted by Applicable Law.

2.7 Regulatory, Banking, and Service Changes

PanPay may modify, suspend, restrict, replace, or discontinue any PanPay Service, currency, payment route, account feature, settlement method, Service Provider, or processing arrangement where reasonably necessary because of Applicable Law, regulatory expectations, sanctions, scheme rules, banking-partner requirements, Service Provider requirements, security concerns, market conditions, operational constraints, or changes to PanPay's risk appetite. Where reasonably practicable and permitted by Applicable Law, PanPay will provide advance notice; however, changes may take effect immediately where delay could expose PanPay, any Group Company, any Service Provider, or any Customer to legal, regulatory, sanctions, financial-crime, security, credit, operational, or reputational risk.

2.8 Regulatory, Financial-Crime, and Risk Override

Notwithstanding any other provision of this Agreement, PanPay may, where reasonably necessary and (except where prior notice is required by Applicable Law) without prior notice, suspend, delay, refuse, reverse, return, freeze, block, restrict, or terminate any PanPay Service, PanPay Account, or Transaction where PanPay, in its sole discretion acting reasonably and in good faith, considers such action necessary or appropriate to: (a) comply with Applicable Law; (b) comply with any direction, request, guidance, or expectation of any regulator, court, or competent authority; (c) comply with any requirement, condition, restriction, or request of a correspondent bank, safeguarding bank, payment system, scheme operator, Service Provider, or financial institution; (d) comply with sanctions, AML, CTF, fraud-prevention, or tax obligations; or (e) protect PanPay, any Group Company, any Service Provider, or any customer from financial crime, fraud, or legal, regulatory, credit, settlement, security, or operational risk. PanPay will notify the Customer where required and permitted by Applicable Law, and may withhold reasons where disclosure is restricted under Section 4.6. This Section does not limit any mandatory right or remedy of a Protected User or other customer under Applicable Law, and PanPay will exercise the rights in this Section consistently with its obligations under the PSRs, the EMRs, and the FCA rules (including the Consumer Duty) where applicable.

2.9 Correspondent, Safeguarding, and Settlement Bank Requirements

PanPay's ability to provide PanPay Services depends on arrangements with correspondent banks, safeguarding banks, settlement banks, sponsor banks, and other Service Providers. Where any such institution imposes, changes, or withdraws a requirement, condition, limit, restriction, due-diligence or enhanced-due-diligence request, or approval affecting the Customer, a User, a Transaction, a currency, a payment route, or the PanPay Account, PanPay may take any action reasonably necessary to comply, including requesting further information or documents, applying limits or holds, re-routing or restricting Transactions, or suspending, restricting, or terminating the relevant PanPay Service, in each case in accordance with Section 2.8. PanPay is not liable for any resulting delay, restriction, or unavailability, except where liability cannot lawfully be excluded and subject to the mandatory rights of any Protected User.

Article 3: Customer Onboarding and Account Registration

3.1 Eligibility

To open and maintain a PanPay Account, the Customer must: be at least 18 years old if a natural person, or a legally formed and registered business entity; have full legal capacity and authority; use PanPay Services only for lawful business purposes; transact only on its own behalf unless expressly approved by PanPay; and not be a Sanctioned Person or owned, controlled, located, organized, or resident in or by a Sanctioned Jurisdiction.

3.2 Application Process

The Customer must complete PanPay's onboarding process, submit the KYC Questionnaire, provide requested documents and information, and satisfy PanPay's internal risk and compliance requirements. PanPay may approve, reject, suspend, or condition an application at its discretion where permitted by Applicable Law.

3.3 KYC and Verification

PanPay may verify the Customer, Users, directors, officers, managers, authorized representatives, beneficial owners, business activities, source of funds, source of wealth, tax status, expected activity, and transaction counterparties. PanPay may request additional documents or information at any time, including during onboarding, periodic review, transaction monitoring, investigation, or account closure.

3.4 Beneficial Ownership

Legal-entity Customers must identify all beneficial owners and controllers, including individuals who directly or indirectly own or control 25% or more of shares, voting rights, or equivalent interests, or any lower threshold required by Applicable Law or PanPay policy. If beneficial ownership cannot be verified, PanPay may reject, restrict, suspend, or terminate the PanPay Account.

3.5 Ongoing Updates

The Customer warrants that all information provided to PanPay is true, accurate, complete, and current. The Customer must notify PanPay of any change to ownership, control, directors, authorized representatives, business activities, contact details, tax status, sanctions status, or other KYC information within five Business Days, or sooner where required by Applicable Law. PanPay may require periodic or event-driven refresh of KYC information and may restrict services until completed.

3.6 Separate Personal Guarantees

Where PanPay requires additional credit, fraud, recovery, or settlement protection, the Customer must procure that directors, beneficial owners, or other persons execute a separate written personal guarantee, indemnity, or security document in PanPay's favor. No person who is not a party to such separate document assumes personal liability merely by acting as a director, beneficial owner, officer, employee, agent, or representative of the Customer.

Article 4: Use and Management of the PanPay Account

4.1 Account Security

The Customer is responsible for safeguarding its PanPay Account, Identification Tools, PanPay Service Credentials, devices, email accounts, API credentials, and access channels. The Customer must not disclose or permit unauthorized use of credentials and must immediately notify PanPay of any loss, theft, compromise, unauthorized access, suspected fraud, or security incident. The Customer is responsible for the actions of its Users and persons to whom it grants access, subject to any mandatory protections under Applicable Law applicable to Protected Users. Except to the extent of any mandatory protection applicable to a Protected User under the PSRs or EMRs (including any limit on the payer's liability for unauthorised payment transactions), the Customer is responsible for all Transactions, Instructions, and activity carried out using its Identification Tools, PanPay Service Credentials, API keys, passwords, or one-time passcodes, including where these have been lost, stolen, shared, or otherwise compromised, up to the point at which the Customer has notified PanPay in accordance with this Section.

4.2 Authorized Use

The PanPay Account may be used only by the Customer and authorized Users for lawful business purposes permitted by this Agreement. The Customer must not allow any third party, including a Platform, to debit or control the Payment Account without PanPay's prior written approval. The Customer must not use PanPay Services to collect, hold, transfer, settle, remit, process, or distribute funds on behalf of any third party, including affiliates, marketplaces, buyers, suppliers, payment intermediaries, money services businesses, agents, nominees, undisclosed principals, or undisclosed beneficial owners, unless expressly approved by PanPay in writing and permitted by Applicable Law.

4.3 Restricted Use and Prohibited Activities

The Customer must not use PanPay Services to breach this Agreement or Applicable Law; provide false or misleading information; refuse cooperation in KYC, investigation, or verification; engage in counterfeit goods, intellectual-property infringement, fraud, money laundering, terrorist financing, sanctions evasion, illegal gambling, illegal drugs, weapons, adult exploitation, human trafficking, tax evasion, or other prohibited activities; or send or receive funds involving Sanctioned Persons or Sanctioned Jurisdictions. PanPay may publish and update a Prohibited and Restricted Businesses list or policy. PanPay may reject, freeze, reverse, suspend, or terminate activity that PanPay reasonably believes is prohibited, restricted, illegal, high-risk, or inconsistent with its risk appetite.

4.4 Account History and Review

PanPay will make account activity summaries available through the Internet Banking System or other channels. The Customer must regularly review account history and notify PanPay immediately of any error, discrepancy, unauthorized Transaction, or incorrectly executed Transaction. Unless Applicable Law requires a longer period, the Customer must notify PanPay within 30 days after the statement, account entry, or notice becomes available, failing which the relevant statement and Transaction will be deemed accepted and final.

4.5 Erroneous Credits and Unauthorized Transactions

If funds that do not belong to the Customer are credited to the PanPay Account, the Customer must immediately notify PanPay and return the funds as directed. PanPay may debit incorrectly credited amounts without separate consent. If the PanPay Balance is insufficient, the Customer must repay the amount within three Business Days of PanPay's request. Unauthorized or incorrectly executed Transactions must be notified within the period in Section 4.4 or any longer period required by Applicable Law.

4.6 Legal, Regulatory, and Risk Actions

PanPay may withhold, freeze, block, release, return, transfer, or — where required or authorized by Applicable Law or a competent authority — forfeit, or otherwise deal with funds in response to Applicable Law, court order, regulatory instruction, sanctions, AML/CTF, fraud, security concern, tax requirement, legal process, Service Provider requirement, or risk policy. PanPay will notify the Customer unless prohibited by law or where notice would compromise an investigation or risk controls. PanPay is not required to disclose details of its risk rules, monitoring systems, investigation methods, suspicious-activity assessments, sanctions-screening logic, transaction-monitoring parameters, fraud-detection models, internal compliance thresholds, bank or Service Provider concerns, or the reasons for any action where disclosure is prohibited by law, could facilitate circumvention, could prejudice an investigation, or could compromise compliance, security, fraud prevention, or risk controls. To the fullest extent permitted by Applicable Law, PanPay is not liable for loss caused by lawful or risk-based compliance actions.

4.7 Records and Audit Cooperation

The Customer must retain business, transaction, tax, shipping, invoice, counterparty, platform, customs, and compliance records sufficient to evidence the legitimacy, source of funds, commercial purpose, and beneficial ownership of Transactions and must provide them promptly upon request. PanPay may suspend or delay services if requested records are not provided or if PanPay reasonably determines that records are incomplete, inconsistent, unreliable, or insufficient for KYC, AML/CTF, sanctions, tax, bank, Service Provider, audit, or regulatory purposes.

4.8 Bona Fide Trade, No False Trade, and No Circumvention

The Customer must use PanPay Services only for bona fide, lawful, documented, and commercially substantive transactions. The Customer must not use PanPay Services for false trade, disguised financing, circular funds movement, undisclosed third-party collection or payment, tax evasion, sanctions evasion, foreign-exchange-control circumvention, money laundering, terrorist financing, market manipulation, or any transaction lacking genuine commercial substance. PanPay may require platform statements, invoices, contracts, logistics records, customs documents, tax records, buyer or supplier information, proof of delivery, payment-purpose evidence, source-of-funds evidence, source-of-wealth evidence, and other documentation that PanPay, a bank, Service Provider, regulator, tax authority, auditor, or law-enforcement authority may require. PanPay may delay, reject, return, freeze, reverse, restrict, offboard, or terminate any Transaction, Customer, or activity if PanPay reasonably determines that the documentation is insufficient, the activity is inconsistent with the Customer's approved profile, or the activity may expose PanPay, any Group Company, bank, or Service Provider to legal, regulatory, sanctions, AML/CTF, tax, reputational, or operational risk.

4.9 Confidential Investigations

PanPay may conduct investigations relating to the Customer, a User, a Transaction, or the PanPay Account for compliance, fraud, AML/CTF, sanctions, security, tax, legal, or regulatory purposes. Where permitted by Applicable Law, PanPay may conduct such investigations confidentially and is not required to inform the Customer that an investigation is taking place, or to disclose its existence, scope, methods, findings, or reasons, where disclosure is prohibited by Applicable Law, could amount to unlawful "tipping-off", could prejudice an investigation, or could compromise compliance, security, fraud prevention, or risk controls. PanPay will provide information to the Customer to the extent required by Applicable Law.

Article 5: Payment Transactions

5.1 Approved Senders

The Customer may receive Inbound Payments only from Platforms or Senders approved by PanPay. PanPay may reject, return, delay, or investigate payments from unapproved or high-risk sources. Associated costs may be charged to the Customer.

5.2 Receipt of Inbound Payments

An Inbound Payment is deemed received by PanPay when the payment order is delivered to PanPay's designated server or account, subject to payment-system rules. If receipt occurs outside Business Days or after a Cut-off Time, it may be treated as received on the next Business Day. PanPay will use commercially reasonable efforts to credit the Customer's PanPay Balance after required sanctions, AML/CTF, fraud, risk, and legal-hold checks and subject to payment-system, correspondent-bank, Service Provider, cut-off, time-zone, and market-holiday availability. Timeframes are estimates only and not guarantees.

5.3 Processing Times and Investigations

Inbound Payments typically require one to five Business Days, but timing is not within PanPay's sole control. If a payment is not received within five Business Days, the Customer may request an internal investigation. Platform payment-policy disputes must be resolved directly between the Customer and the Platform.

5.4 Initiating Outbound Payment Orders

To initiate an Outbound Payment, the Customer must submit all information required by PanPay, including payee name, Unique Identifier, payee payment service provider details, destination country, currency, amount, purpose, supporting documents, and any other information required by Applicable Law, Service Providers, or PanPay policy.

5.5 Reliance on Unique Identifier

Where a Unique Identifier is provided, PanPay and its Service Providers may rely solely on the Unique Identifier, even if it conflicts with the payee name or other information. If the Unique Identifier is incorrect, PanPay is not liable where the order is executed in accordance with that Unique Identifier, except where liability cannot be excluded under Applicable Law. Upon request, PanPay will use reasonable efforts to trace or recover funds; charges apply and recovery is not guaranteed.

5.6 Execution, Timing, and Irrevocability

An Outbound Payment Order is deemed received when submitted through the Internet Banking System and accepted for processing by PanPay. If received after the Cut-off Time or on a non-Business Day, it may be treated as received on the next Business Day. Once received and accepted, an Outbound Payment Order is irrevocable except where Applicable Law gives the Customer a mandatory cancellation right. PanPay will use commercially reasonable efforts to process the payment subject to sufficient PanPay Balance, required checks, system availability, correspondent-bank availability, scheme rules, cut-off times, market holidays, time zones, and force majeure. Timeframes are targets only and not guarantees.

5.7 Refusal of Orders

PanPay may refuse, delay, or reject an Instruction or payment order if information is incomplete, incorrect, suspicious, prohibited, technically invalid, unsupported, inconsistent with risk policies, or otherwise not permitted by Applicable Law or Service Provider requirements. PanPay will notify the Customer where required and permitted via secure message center, email, SMS, telephone, the Internet Banking System, or other electronic channel. Reasons may be limited where restricted by law, investigation needs, or risk policies.

5.8 Settlement Orders

Once a Platform Transaction is complete and the PanPay Balance is positive and available, the Customer may submit a Settlement Order to transfer all or part of the PanPay Balance to an approved Beneficiary Account, net of Fees, reserves, withholdings, set-offs, and other deductions permitted under this Agreement.

5.9 Beneficiary Account Requirements

The Customer may withdraw funds only to a Beneficiary Account held in its own name and approved by PanPay. The Customer is solely responsible for the accuracy of account details. PanPay is not liable for misdirected funds caused by incorrect or incomplete information provided by the Customer. PanPay may reject a Beneficiary Account that does not meet compliance, risk, or Service Provider requirements.

5.10 Settlement Processing

A Settlement Order is irrevocable once received and accepted, except where Applicable Law requires otherwise. PanPay will use commercially reasonable efforts to process Settlement Orders subject to checks, system availability, cut-off times, time-zone and market-holiday constraints, scheme rules, Service Provider requirements, and force majeure. Fees charged by beneficiary or intermediary banks are the Customer's responsibility. PanPay may offset amounts owed by the Customer before settlement.

5.11 Use of Bank Accounts, Subaccounts, and Settlement Accounts

PanPay and its Service Providers may use escrow accounts, subaccounts, payment-distribution settlement accounts, pooled accounts, safeguarding accounts, settlement accounts, virtual account credentials, or similar arrangements to receive, identify, reconcile, sweep, hold, distribute, or settle funds for Customers. Any subaccount, account credential, or virtual account number may be used for identification, reconciliation, or payment-routing purposes; it does not necessarily constitute a separately titled deposit account owned or directly controlled by the Customer, and is not a bank deposit of the Customer. The Customer must not represent to any Platform, Buyer, Sender, payer, bank, Service Provider, or third party that any underlying bank account, pooled account, escrow account, settlement account, subaccount, virtual account credential, or payment credential is owned, held, or directly controlled by the Customer unless PanPay expressly confirms this in writing.

Article 6: Fees, Charges, Currency Exchange, Taxes, and Default Interest

6.1 Fees

The Customer must pay all Fees specified in the Fee Schedule or otherwise agreed in writing. PanPay may adjust standard fees or introduce new fees by giving at least 30 calendar days' notice, unless a different period is required by Applicable Law for the Customer or Account Jurisdiction. For UK Protected Users, mandatory PSR/EMR notice periods apply.

6.2 Deduction of Fees

Fees may be deducted directly from any PanPay Balance or Payment Account held by the Customer. PanPay may deduct, set off, or recover Fees from any funds due to the Customer.

6.3 Insufficient Funds

The Customer must maintain sufficient funds to cover Fees, Transactions, reserves, and liabilities. PanPay may decline, suspend, or delay services where funds are insufficient. Negative balances are immediately due and payable.

6.4 Currency Exchange

If a Transaction involves currency conversion, the exchange rate is determined by PanPay at the time of processing or at the time otherwise disclosed in the Internet Banking System. Rates may include a margin, spread, or fee and may differ from wholesale or benchmark rates. Rates displayed before processing are indicative unless expressly confirmed. Exchange rates may change between quotation, acceptance, funding, execution, settlement, reversal, recall, or refund. The Customer bears currency risk until processing is complete.

6.5 Default Interest

If the Customer fails to pay any Fee, negative balance, indemnity, reimbursement, or other amount when due, the Customer must pay interest on the overdue amount at 0.05% per day, or the maximum rate permitted by Applicable Law if lower, from the due date until payment in full. The Parties agree this is a substantial commercial remedy for late payment and is not a penalty. For UK Accounts, this clause is intended to operate as a substantial contractual remedy under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.

6.6 Taxes

All Fees are exclusive of VAT, sales tax, goods and services tax, withholding tax, duties, or other taxes unless stated otherwise. The Customer is responsible for taxes arising from its business, Transactions, and use of PanPay Services, other than taxes on PanPay's net income. PanPay may withhold or report amounts where required by Applicable Law.

6.7 Set-Off, Combination, and Recovery

In addition to any general right of set-off, combination, retention, or lien available under Applicable Law, PanPay may at any time, and (except where prior notice is mandatory) without prior notice, set off, combine, deduct, withhold, or recover any amount owed by the Customer to PanPay or any Group Company — including Fees, negative balances, Chargebacks, reversals, platform clawbacks, reserve shortfalls, indemnities, taxes, and default interest — against: (a) any PanPay Balance or Payment Account of the Customer; (b) any Reserve; (c) any current or future Settlement Transaction, Inbound Payment, or other amount due or becoming due to the Customer; (d) any refund, rebate, or other amount otherwise payable to the Customer; and (e) any amount held by any Group Company for the Customer, in each case where permitted by Applicable Law. Where amounts are in different currencies, PanPay may convert at its applicable exchange rate under Section 6.4. This Section does not apply to the extent set-off, combination, or deduction is prohibited or restricted by Applicable Law, including any mandatory protection of a Protected User and any safeguarding requirement applicable to relevant funds or Electronic Money under the EMRs.

6.8 Determination of Fees, Limits, Reserves, and Service Parameters

PanPay may determine and adjust Fees, transaction and account limits, Reserve requirements, settlement and processing timing, credit exposure, risk classification, and the availability of particular Services, currencies, or payment routes in accordance with its risk assessment, Service Provider and bank requirements, scheme rules, and Applicable Law. Any such change is subject to the notice requirements in Sections 6.1, 7, and 11.4 and Appendix A, including any mandatory PSR/EMR notice period applicable to a Protected User, and this Section does not override the variation-notice or termination-notice provisions applicable to a Protected User.

Article 7: Reserves, Chargebacks, Negative Balances, Term, Suspension, and Termination

7.1 Reserves

PanPay may, acting reasonably and to the fullest extent permitted by Applicable Law, require the Customer to maintain a Reserve or may withhold, delay, block, set off, or hold in reserve any amount in or due to any Payment Account to cover actual or reasonably anticipated Chargebacks, refunds, reversals, platform clawbacks, fines, penalties, legal process, regulatory actions, negative balances, fees, taxes, indemnities, or other liabilities. Reserve amount, duration, release timing, form, and funding method may be determined, increased, renewed, extended, or maintained by PanPay without further Customer consent based on risk, transaction history, Platform rules, Service Provider requirements, anticipated liabilities, and Applicable Law. PanPay is not required to pay interest on a Reserve unless required by Applicable Law.

7.2 Chargebacks and Reversals

The Customer is liable for all Chargebacks and related costs, whether occurring before or after termination. PanPay may debit any Payment Account, use any Reserve, set off against funds due, or recover shortfalls as a debt. Chargeback rights of Platforms, schemes, buyers, Service Providers, or banks are not controlled by PanPay.

7.3 Negative Balances

If any Payment Account has a negative balance, the Customer must immediately pay PanPay the amount necessary to restore it to zero. PanPay may debit any other Payment Account of the Customer, withhold incoming funds, set off amounts, or take collection action.

7.4 Term

This Agreement begins on the Effective Date and continues indefinitely until terminated in accordance with this Agreement.

7.5 Termination by Customer

The Customer may terminate this Agreement by giving at least 30 days' prior written notice, subject to settlement of all amounts due and PanPay's rights to set off, withhold, investigate, maintain Reserves, and complete compliance checks. PanPay's reserve, set-off, withholding, indemnity, repayment, and recovery rights survive termination.

7.6 Suspension or Termination by PanPay

PanPay may suspend, restrict, or terminate PanPay Services by giving notice where reasonably practicable. PanPay may act immediately without prior notice if the Customer provides false information, breaches this Agreement, creates security concerns, is suspected of fraud, money laundering, terrorist financing, sanctions breach, prohibited activity, or illegal activity, or if required by court order, regulator, Service Provider, scheme rule, or Applicable Law. For UK Protected Users and other customers entitled to mandatory notice periods, any mandatory notice period applies unless immediate action is permitted by Applicable Law.

Where the Customer is a UK Protected User and this Agreement is a framework contract of no fixed duration, any termination of this Agreement on PanPay's own initiative is subject to the UK notice regime in Section A.6 of Appendix A. In summary, for such contracts entered into on or after 28 April 2026, PanPay will give at least 90 days' prior notice, will state the reasons for termination in sufficient detail to enable the Customer to understand why the Agreement is being terminated, and will inform the Customer of the right to complain to the Financial Ombudsman Service; for such contracts entered into before 28 April 2026, PanPay will give at least two months' prior notice. This does not affect PanPay's right to terminate, suspend, or restrict with immediate effect, or on shorter notice, in the circumstances described in this Section 7.6 or otherwise where permitted by Applicable Law.

7.7 Consequences of Termination

Upon termination, further use of PanPay Services may be rejected. PanPay may provide instructions for withdrawal of remaining available funds, provided withdrawal is not prohibited by Applicable Law, legal process, reserve requirements, sanctions, AML/CTF, fraud checks, or PanPay's set-off and withholding rights. The Customer remains responsible for Fees, rejected payments, Chargebacks, negative balances, and liabilities arising before or after termination.

7.8 UK Electronic Money Redemption

For UK Accounts, the Customer may redeem the monetary value of Electronic Money at par value in accordance with the EMRs, subject to PanPay first exercising any lawful set-off, withholding, reserve, and investigation rights and completing required sanctions, AML/CTF, fraud, security, and legal checks. PanPay may charge redemption fees only where permitted by the EMRs and disclosed as required.

7.9 Inactive Accounts

A PanPay Account may be deemed inactive if it has no transactions for six consecutive months. PanPay may notify the Customer, charge reasonable administrative fees where permitted by law, close the account, remit dormant or unclaimed funds to a relevant authority where required, or otherwise handle funds in accordance with Applicable Law. If the Customer is uncontactable, fails to complete required KYC or closure steps, does not provide valid settlement instructions, or otherwise fails to cooperate with the continued provision or closure of the PanPay Services, PanPay may transfer any unresolved balance to a restricted or special-management account, apply reasonable administration or management fees where permitted by Applicable Law and disclosed in the Fee Schedule, and otherwise deal with the remaining funds in accordance with Applicable Law, including remitting dormant or unclaimed funds to the relevant authority where required.

7.10 Survival

Provisions relating to Fees, payment obligations, taxes, reserves, Chargebacks, negative balances, set-off, withholding, confidentiality, data protection, intellectual property, disclaimers, liability limits, indemnities, dispute resolution, governing law and jurisdiction, audit cooperation, records, record retention, default interest, outstanding charges, the contractual limitation period in Section 9.2A, the evidential provisions in Section 11.12, scheme-rule compliance, and any provision that by nature should survive, will survive termination or expiry of this Agreement and continue for so long as is necessary to give them effect.

Article 8: Representations, Warranties, Covenants, and Disclaimers

8.1 Customer Representations

The Customer represents and warrants on a continuing basis that: it has the capacity and authority to enter into and perform this Agreement; all information provided to PanPay is and will remain true, accurate, complete, and current; it is acting on its own behalf and not as agent, nominee, trustee, payment processor, intermediary, or undisclosed representative for any other person unless expressly approved by PanPay in writing; it will comply with Applicable Law; neither it nor its directors, officers, employees, representatives, beneficial owners, controllers, or relevant counterparties is a Sanctioned Person or located, organized, resident, owned, or controlled in or by a Sanctioned Jurisdiction; and its funds are not derived from and its use of PanPay Services will not involve proceeds of crime, money laundering, terrorist financing, sanctions evasion, fraud, tax evasion, or illegal activity.

8.2 Customer Covenants

The Customer must: comply with Applicable Law; use PanPay Services only for permitted business purposes; cooperate fully with PanPay investigations and KYC; provide records and information on request; notify PanPay of changes within five Business Days; ensure Users comply with this Agreement; and not take any action that would cause PanPay, Group Companies, or Service Providers to breach Applicable Law or risk policies.

8.2A Customer Cooperation; Failure as Material Breach

The Customer must promptly, and in any event within the time PanPay specifies, provide any KYC, CDD, EDD, source-of-funds, source-of-wealth, beneficial-ownership, invoice, contract, shipping, logistics, customs, tax, or transaction information or document that PanPay requests for compliance, risk, audit, bank, Service Provider, or regulatory purposes. Failure to do so within the specified time, or the provision of false, incomplete, or misleading information, constitutes a material breach of this Agreement and entitles PanPay to suspend, restrict, or terminate PanPay Services in accordance with Section 7.6 and Appendix A, subject to any mandatory notice period applicable to a Protected User.

8.3 Disclaimer of Warranties

PanPay Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Law, PanPay and its Service Providers disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted access, error-free operation, and availability of particular currencies, routes, platforms, Service Providers, or processing times. This Section does not exclude any warranty, duty, or liability that cannot lawfully be excluded, including mandatory duties owed to UK Protected Users where applicable.

8.4 No Advice

PanPay does not provide legal, tax, accounting, investment, foreign-exchange, financial, customs, or business advice. The Customer must obtain its own advice and remains responsible for its commercial decisions, tax obligations, regulatory obligations, and underlying transactions.

8.5 No Reliance on Platforms

PanPay does not operate, control, endorse, or guarantee any Platform, marketplace, or third-party service (including Amazon, Shopify, eBay, TikTok, or similar), the continuation of the Customer's access to any Platform, or the release, timing, or amount of any Platform payment. The relationship between the Customer and any Platform is governed by a separate agreement to which PanPay is not a party. PanPay is not responsible for any Platform's decision to suspend, restrict, close, withhold funds from, or terminate the Customer's account, or for any Platform policy, dispute, clawback, or reserve, except where liability cannot lawfully be excluded.

Article 9: Liability, Indemnification, and Third-Party Rights

9.1 Limitation of Liability

Subject to Section 9.4 and to the fullest extent permitted by Applicable Law, PanPay, Group Companies, and Service Providers are not liable for special, indirect, incidental, punitive, exemplary, or consequential damages; loss of profits, revenue, business, goodwill, opportunity, anticipated savings, data, or contracts; substitute services; interruption of use; or losses caused by matters beyond reasonable control. Subject to Section 9.4, the aggregate liability of PanPay and the Group Companies arising out of or relating to this Agreement will not exceed the greater of (a) the Fees paid by the Customer to PanPay during the 12 months before the event giving rise to liability, or (b) USD 10,000 or the equivalent in the relevant currency. This cap does not increase liability where Applicable Law permits a lower cap or exclusion.

9.2 Specific Exclusions

PanPay is not liable for non-execution, defective execution, delay, rejection, reversal, return, recall, blocking, freezing, withholding, suspension, account closure, or misdirection caused by inaccurate, incomplete, false, or incorrect information provided by the Customer; reliance on a Unique Identifier; insufficient funds; Service Provider or payment-system failure; Platform disputes; Buyer disputes; quality or delivery of goods or services; tax obligations; regulatory or legal holds; sanctions screening; fraud or AML/CTF checks; compliance with Applicable Law, regulatory expectations, court orders, lawful authority requests, scheme rules, banking-partner requirements, or Service Provider requirements; force majeure; or the Customer's breach of this Agreement, except where liability cannot lawfully be excluded.

9.2A Duty to Mitigate, Notification, and Contractual Limitation Period

The Customer must take reasonable steps to prevent and mitigate any loss and must notify PanPay without undue delay after becoming aware, or when it ought reasonably to have become aware, of any matter that may give rise to a claim.

To the fullest extent permitted by Applicable Law, no claim arising out of or in connection with this Agreement may be commenced more than 12 months after the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

This Section is subject to Section 9.4 and does not apply to the extent that a longer mandatory limitation period applies under Applicable Law.

9.3 Customer Indemnification

The Customer must indemnify, defend, and hold harmless PanPay, Group Companies, Service Providers where applicable, and their respective directors, officers, employees, agents, and representatives (the "Indemnified Persons") from and against all claims, losses, liabilities, damages, penalties, fines, costs, expenses, and professional fees arising out of or relating to the Customer's use of PanPay Services; breach of this Agreement; violation of Applicable Law; underlying business activities; Buyer, Platform, Sender, Approved Payee, Tax Authority, or third-party claims; Chargebacks; negative balances; taxes; false information; fraud; prohibited activity; sanctions, AML/CTF, or regulatory issues; or instructions given by the Customer or Users. Indemnified costs include reasonable costs incurred in responding to, investigating, remediating, or cooperating with any bank, Service Provider, regulator, law-enforcement authority, court, tax authority, sanctions authority, AML/CTF authority, auditor, subpoena, information request, account review, account closure, transaction recall, transaction return, or investigation arising from the Customer, its Transactions, or its use of PanPay Services, including reasonable legal counsel, forensic accounting, compliance consultant, translation, data extraction, and operational remediation costs. The Customer's indemnity obligations do not apply to the extent a claim or loss results directly from the relevant Indemnified Person's own fraud, willful misconduct, or breach of this Agreement.

9.4 Liabilities Not Excluded

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; willful misconduct where it cannot lawfully be limited; liability that cannot be excluded under the PSRs or EMRs in respect of a UK Protected User; the duty to provide services with reasonable care and skill where it cannot lawfully be excluded; or any other liability that cannot be excluded or limited by Applicable Law.

9.5 Third-Party Rights

Except for the Indemnified Persons and Group Companies, who may enforce Sections 2.4, 8.3, 9.1, 9.2, 9.3, 9.4, and 9.5 to the extent permitted by Applicable Law, a person who is not a Party has no right to enforce any term of this Agreement under any applicable third-party rights law, including the Contracts (Rights of Third Parties) Act 1999 where the Agreement is governed by the laws of England and Wales, or any equivalent law. The Parties may vary or rescind this Agreement without the consent of any third party, including any Indemnified Person or Group Company.

9.6 Remedies

To the fullest extent permitted by Applicable Law, and subject to Section 9.4 and to the mandatory rights and remedies of any Protected User under the PSRs, the EMRs, and the FCA rules, the Customer's remedy for any claim arising out of or in connection with this Agreement is limited to a claim in damages subject to the limitations in this Article 9, and the Customer will not seek or be entitled to an injunction, an order for specific performance, or any order freezing, restraining, or compelling the release of any Funds, Reserve, or PanPay Balance, save where such relief cannot lawfully be excluded. Nothing in this Section prevents the Customer from exercising any mandatory right or remedy under Applicable Law, referring a complaint to the Financial Ombudsman Service, or applying to a court where the exclusion of a remedy would not be enforceable.

Article 10: Complaints, Dispute Resolution, Governing Law, and Jurisdiction

10.1 Complaints Process

Complaints must be submitted in writing to customer@panpay.com or any other channel notified by PanPay and must include the Customer's name, account details, contact information, date, facts, nature of complaint, rights alleged to have been violated, relevant Transactions, and requested remedy.

10.2 PanPay Response

PanPay will examine complaints and seek to resolve them amicably. For UK Accounts, PanPay will provide a final response within 15 Business Days, or in exceptional circumstances within 35 Business Days, where required by the PSRs/DISP framework. For non-UK Accounts, PanPay will respond within the period required by Applicable Law and, where no specific period applies, within 30 Business Days where reasonably practicable.

10.3 Amicable Negotiation

The Parties will first attempt to resolve disputes through good-faith negotiation.

10.4 Governing Law and Courts

Subject to Appendix A and any mandatory law, disputes are governed by the law specified for the relevant Account Jurisdiction in Section 10.6 and will be submitted to the competent courts of that jurisdiction. Mandatory rights of eligible complainants or Protected Users are preserved.

10.5 Escalation and Ombudsman Rights

Where Applicable Law gives the Customer a right to refer a complaint to an ombudsman, dispute-resolution body, regulator, or supervisory authority, PanPay will provide the relevant information in its final response or as otherwise required. For UK Accounts, eligible complainants under the FCA DISP rules, including consumers, micro-enterprises, certain small businesses, and charities, may refer complaints to the Financial Ombudsman Service within six months of PanPay's final response. The Financial Conduct Authority is PanPay UK's regulator but does not adjudicate individual complaints.

10.6 Contracting Entities, Regulatory Status, and Governing Law

Article 11: Confidentiality, Data Protection, Notices, Amendments, and Miscellaneous

11.1 Confidentiality

Each Party must keep the other Party's Confidential Information confidential and may use or disclose it only as necessary to perform this Agreement, exercise rights, comply with Applicable Law, respond to regulators, auditors, Service Providers, professional advisers, courts, or law enforcement, or with consent. Confidentiality does not apply to information that is public other than by breach, lawfully known before disclosure, lawfully received from a third party, independently developed, or required to be disclosed by Applicable Law. This clause survives for three years after termination, and trade secrets remain protected for as long as they remain trade secrets.

11.2 Data Protection

PanPay processes personal data in accordance with its Privacy Policy and Applicable Law. The Customer must ensure that it has provided all notices and obtained all consents necessary for PanPay to process personal data relating to Users, directors, beneficial owners, representatives, employees, counterparties, and other individuals connected with the Customer.

11.3 Notices

Notices may be provided by posting on the Website, through the Internet Banking System or secure message center, by email, mail, phone, SMS, or other electronic means to the contact details registered in the PanPay Account. Notices are deemed received 24 hours after posting or electronic transmission and three Business Days after mailing, unless Applicable Law requires otherwise. The Customer is responsible for keeping contact information current.

11.4 Amendments

PanPay may amend this Agreement or the Fee Schedule. Changes required or reasonably considered necessary because of Applicable Law, regulatory expectations, security, sanctions, scheme rules, banking-partner or Service Provider requirements, product changes, fraud trends, operational resilience, or risk controls may take effect immediately upon notice where permitted by Applicable Law. Other changes take effect after 30 days' prior notice unless Applicable Law requires a longer notice period. For UK Protected Users, mandatory PSR/EMR notice and termination rights apply. Continued use after the effective date constitutes acceptance where permitted by Applicable Law. The Customer may terminate before the change takes effect after settling all amounts due; PanPay's set-off, withholding, reserve, and investigation rights survive.

11.5 Force Majeure

Neither Party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, strikes, epidemics, pandemics, government restrictions, sanctions changes, legal process, payment-system outages, clearing or settlement failures, cyberattacks, cloud-service outages, telecommunications or internet failures, data-center failures, power failures, bank or Service Provider failures, liquidity or market disruptions, or shortages of essential services. The affected Party must notify the other where reasonably practicable.

11.6 Assignment

The Customer may not assign, transfer, or delegate rights or obligations without PanPay's prior written consent. PanPay may assign, transfer, novate, subcontract, delegate, charge, or otherwise deal with any of its rights or obligations to or in favor of Group Companies, successors, acquirers, financing providers, Service Providers, or other third parties where permitted by Applicable Law and provided mandatory customer protections are preserved. The Customer must execute any document and take any reasonable step required to give effect to such arrangement.

11.7 Severability

If any provision is invalid, unlawful, or unenforceable, it will be severed or modified to the minimum extent necessary, and the remainder will continue in force.

11.8 Entire Agreement and Non-Reliance

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes prior discussions or agreements. Each Party acknowledges that it has not relied on any statement, representation, assurance, or warranty not expressly set out in this Agreement. Nothing in this Section limits liability for fraud.

11.9 No Waiver

Failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and applies only to the specific instance stated.

11.10 Relationship of Parties

The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, fiduciary, trustee, escrow, or deposit relationship.

11.11 Headings and Interpretation

Headings are for convenience only. References to "including" or "includes" mean "including without limitation". The singular includes the plural and vice versa. English is the prevailing language for interpretation unless mandatory law requires otherwise. PanPay may communicate in English or Chinese.

11.12 Electronic Records and Evidence

PanPay's electronic and business systems, logs, audit trails, records, communications, timestamps, authentication data, and data relating to Instructions, access, and Transactions constitute admissible evidence and, in the absence of manifest error, prima facie evidence of the matters recorded. The Customer agrees not to object to the admissibility of such records solely on the basis that they are electronic, are not originals, or are produced by a computer. This Section does not reverse or diminish any burden of proof that Applicable Law places on PanPay, including any obligation owed to a Protected User under the PSRs or EMRs to prove that a payment transaction was authenticated, accurately recorded, and not affected by a technical breakdown.

11.13 Payment Scheme and System Rules

The Customer's use of PanPay Services may be subject to the rules of payment schemes, systems, and networks, including Visa, Mastercard, Faster Payments, BACS, CHAPS, SEPA, SWIFT, and applicable local clearing systems. To the extent of any conflict between such scheme or system rules and this Agreement in respect of the relevant Transaction, the scheme or system rules prevail, save where Applicable Law or a mandatory protection of a Protected User provides otherwise. PanPay may take, or refrain from taking, any action reasonably required to comply with such rules without liability, except where liability cannot lawfully be excluded.

11.14 Record Retention

PanPay may retain records, data, documents, and communications relating to the Customer, the PanPay Account, Users, and Transactions for at least the period required by Applicable Law — generally not less than five years, and up to ten years or longer where required or permitted — following the end of the business relationship or the relevant Transaction, for AML/CTF, tax, regulatory, audit, legal-defence, and record-keeping purposes, in accordance with the Privacy Policy and Applicable Law.

11.15 Exercise of Discretion

Except where this Agreement or Applicable Law expressly provides otherwise, where PanPay is entitled under this Agreement to form a view, make a determination, or take action in relation to risk, compliance, KYC, CDD, EDD, monitoring, source of funds, source of wealth, beneficial ownership, sanctions, fraud, or the acceptance, review, restriction, suspension, or offboarding of a Customer, User, or Transaction, PanPay may do so in its sole discretion, acting reasonably and in good faith and consistently with its obligations under Applicable Law and, where applicable, the FCA rules and the Consumer Duty. This Section does not diminish any mandatory right or remedy of a Protected User.

Appendix A: Jurisdiction-Specific Terms

A. United Kingdom

A.1 Applicable UK Laws. PanPay UK Ltd services may be subject to the Electronic Money Regulations 2011, the Payment Services Regulations 2017, the Financial Services and Markets Act 2000, the FCA Handbook (including PRIN, SYSC, SUP, and DISP), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Sanctions and Anti-Money Laundering Act 2018, the Data Protection Act 2018, UK GDPR, the Companies Act 2006, and other applicable requirements.

A.2 Corporate Opt-Out (Customers that are not Protected Users). Where the Customer is not a Protected User, the Parties agree, to the fullest extent permitted by and in accordance with regulations 40(7) and 63(5) of the PSRs (and any equivalent provision of the EMRs), that the following do not apply to this Agreement or to the relevant PanPay Services:

(a) the information requirements in Part 6 of the PSRs;

(b) regulations 66(1) (charges for information), 67(3) and 67(4) (revocation of a payment order), 75 (evidence on authentication and execution), 76 (PanPay's liability for unauthorised payment transactions), 77 (payer's liability for unauthorised payment transactions), 79 (refunds for payment transactions initiated by or through a payee), and 80 (PanPay's liability for non-execution, defective or late execution) of the PSRs;

(c) the time period for notification of unauthorised or incorrectly executed payment transactions in regulation 74(1) of the PSRs, which is replaced by the period set out in Section 4.4; and

(d) any other provision of the PSRs or the EMRs that may lawfully be disapplied where the Customer is not a consumer, micro-enterprise, or charity, to the extent the Parties may so agree.

The opt-out in this Section A.2 applies only to the extent lawfully permitted. In particular, following the Payment Services and Payment Accounts (Contract Termination) (Amendment) Regulations 2025 (SI 2025/688), the anti-avoidance rule in regulation 51(6) of the PSRs provides that a discharge by agreement may not be relied upon to avoid the requirements of regulations 51B and 51D(1)(b). Accordingly, nothing in this Section A.2 is intended to disapply any requirement that cannot lawfully be disapplied by agreement in respect of a Protected User, including the termination-notice, reasons, and Financial Ombudsman Service requirements described in Section A.6.

Where the Customer is a Protected User, the mandatory provisions of the PSRs, the EMRs, and the FCA rules apply and prevail over any inconsistent term of this Agreement.

A.3 UK Electronic Money. Electronic Money issued for UK Accounts is safeguarded in accordance with the EMRs but is not covered by the Financial Services Compensation Scheme. Redemption rights apply as stated in Section 7.8 and the EMRs.

A.4 Strong Customer Authentication and Security. PanPay may require SCA, multi-factor authentication, additional confirmation, transaction holds, or additional evidence for security, fraud, AML/CTF, or regulatory reasons. The Customer must follow PanPay security instructions and promptly report suspected unauthorized access.

A.5 Complaints and FOS. Eligible complainants may refer unresolved complaints to the Financial Ombudsman Service within six months of PanPay's final response. PanPay's final response will include the relevant FOS details where required.

A.6 Termination of the Framework Contract (90-Day Notice). This Section A.6 gives effect to the Payment Services and Payment Accounts (Contract Termination) (Amendment) Regulations 2025 (SI 2025/688), which replaced regulation 51 of the PSRs with new regulations 51 and 51A to 51D with effect from 28 April 2026. It applies only where this Agreement is a framework contract of no fixed duration and the Customer is a Protected User, and it prevails over any inconsistent term of this Agreement in respect of such a Customer.

(a) New contracts (entered into on or after 28 April 2026). Where PanPay terminates this Agreement on its own initiative, PanPay will: (i) give the Customer at least 90 days' prior notice; (ii) state in that notice the reasons for the termination in sufficient detail to enable the Customer to understand why the Agreement is being terminated; and (iii) inform the Customer of the right to complain to the Financial Ombudsman Service. These requirements are mandatory and may not be reduced or excluded by agreement in respect of a Protected User.

(b) Existing contracts (entered into before 28 April 2026). In accordance with the transitional rule in regulation 51A of the PSRs, PanPay will give the Customer at least two months' prior notice of any termination on PanPay's own initiative, unless PanPay elects to apply the requirements in paragraph (a) above.

(c) Immediate or shorter notice preserved. Paragraphs (a) and (b) do not affect any right of PanPay to terminate, suspend, or restrict this Agreement or the PanPay Services with immediate effect, or on shorter notice, where permitted or required by Applicable Law, including on grounds of fraud, financial crime, money laundering, terrorist financing, sanctions, breach of this Agreement, security, or a legal, regulatory, court, or Service Provider requirement.

(d) Variation distinguished from termination. The notice periods in this Section A.6 apply only to termination of this Agreement. Variations of this Agreement or the Fee Schedule (including changes to Fees) are not governed by this Section A.6 but by regulation 50 of the PSRs and Sections 6.1 and 11.4 of this Agreement, under which mandatory PSR/EMR notice periods (generally two months) apply to Protected Users.

(e) Customers that are not Protected Users. Where the Customer is not a Protected User, this Section A.6 does not apply and the corporate opt-out in Section A.2 applies. Termination by PanPay in that case is governed by Sections 7.5 to 7.7 and 11.4 and the notice periods stated there, subject to the extent-of-lawfulness proviso in Section A.2.

B. United States

B.1 Applicable US Laws. PanPay USA Inc. is registered with FinCEN as a Money Services Business. Services may be subject to the Bank Secrecy Act, the USA PATRIOT Act, FinCEN rules and guidance, OFAC regulations, FATCA, privacy and data-security laws, and other federal or state requirements.

B.2 US-Related Services; Non-US Customers and US-Person Restrictions. The US-related collection and payment-distribution Services under this Agreement are offered only to non-US business customers engaged in bona fide cross-border trade, e-commerce, marketplace, or B2B export activities. The Customer represents and warrants on a continuing basis that, unless expressly approved by PanPay in writing, it is not a US Person, a US-registered entity, or a US resident, and is not a person acting from within or through the United States, and that it will not use PanPay USA Services on behalf of, for the benefit of, or as agent, nominee, intermediary, payment processor, or undisclosed representative for any US Person or US-registered entity. PanPay may reject, restrict, suspend, offboard, return funds to, or terminate any customer or activity that PanPay determines would require a license, authorization, approval, disclosure, due diligence, or control that PanPay does not hold or cannot satisfy. This Section B.2 applies only to the US-related collection and payment-distribution Services provided by PanPay USA Inc. under this Section B; it does not limit the eligibility of, or impose any US-Person-related restriction on, customers of PanPay UK Ltd. or PanPay Hong Kong Limited, whose services are governed by Sections A and C respectively.

B.3 OFAC and Sanctions. The Customer must not directly or indirectly use PanPay Services for transactions involving Sanctioned Persons, Sanctioned Jurisdictions, or prohibited dealings under OFAC or other applicable sanctions programs.

C. Hong Kong

C.1 Applicable Hong Kong Laws. PanPay Hong Kong Limited services may be subject to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap. 405), the Organized and Serious Crimes Ordinance (Cap. 455), the United Nations (Anti-Terrorism Measures) Ordinance (Cap. 575), MSO licensing and AML/CTF guidelines, the Personal Data (Privacy) Ordinance, and other applicable requirements.

C.2 MSO Compliance. The Customer must provide the information and documents required for Hong Kong MSO AML/CTF compliance, including identity, beneficial ownership, transaction purpose, source of funds, and counterparty information. PanPay may refuse, suspend, or delay transactions to comply with Hong Kong legal or regulatory obligations.

C.3 No Third-Party Collection, Pooling, or Undisclosed Remittance Without Approval. The Customer must not use any Hong Kong-related PanPay Service or Payment Account to collect, pool, layer, settle, distribute, remit, or transfer funds on behalf of third parties, undisclosed principals, affiliated or unaffiliated payment intermediaries, money services businesses, or persons other than the Customer unless expressly approved by PanPay in writing and permitted under Applicable Law. PanPay Hong Kong Limited may refuse, delay, freeze, return, or terminate any transaction or service if it determines that the activity may constitute unapproved third-party money service, undisclosed remittance, pooling, layering, settlement for persons other than the Customer, or activity inconsistent with Hong Kong MSO AML/CTF obligations.

D. Cross-Border Trade Compliance

D.1 Cross-Border Trade Compliance. Where the Customer, its business, counterparties, beneficial owners, settlement accounts, goods, services, funds, or transaction documents have a connection with mainland China or any other jurisdiction subject to foreign-exchange, customs, tax, data-protection, sanctions, AML/CTF, or trade-control requirements, the Customer remains solely responsible for complying with those requirements. PanPay does not provide legal, tax, customs, foreign-exchange-control, capital-control, import/export, or domestic payment advice or services unless expressly agreed in writing and permitted by Applicable Law. The Customer must not use PanPay Services for false trade, disguised financing, circular transactions, split transactions intended to avoid controls, tax evasion, sanctions evasion, foreign-exchange-control circumvention, or settlement for persons or activities that are not disclosed to and approved by PanPay. PanPay may request additional documentation, apply enhanced due diligence, delay, reject, return, freeze, restrict, offboard, or terminate Transactions or services where PanPay determines that documentation, trade substance, customer profile, beneficial ownership, funds source, tax position, customs status, sanctions status, or regulatory basis is insufficient or inconsistent with PanPay's risk appetite, bank requirements, Service Provider requirements, or Applicable Law.

D.2 Enforcement and Dispute Arrangements. For such cross-border enterprise Customers, PanPay and the Customer may agree separate arbitration, security, or settlement arrangements in a separate addendum where commercially appropriate.