HONG KONG

1. These Terms

1.1. These Online Payment Terms (hereinafter referred to as the “Terms”) apply to payments made by CLYDESTONE (“CLYDESTONE,” “we,” “us,” or “our”) to entities or individuals (“you,” “your” as identified in the customer details, or “Merchant”). CLYDESTONE and the Merchant are each a “Party” and collectively referred to as the “Parties.” 1.2. If you receive services from any other party, we will provide you with the details of such other parties. The entity we notify you of as providing the aforementioned services shall be deemed a Party to these Terms. 1.3. You may not access or use the Services unless you agree to comply with all terms and conditions set forth in these Terms (including any supplementary terms). You must agree to the payment and foreign exchange terms before we are obligated to provide the Services to you under these Terms. 1.4. The Parties agree that the Master Service Agreement (if applicable), the schedules to these Terms, any Additional Terms, and other terms referenced in these Terms are incorporated into these Terms and form part of these Terms, in each case as may be amended, modified, supplemented, or updated from time to time. 1.5. Please review the following supplementary documents, which also apply to your use of the CLYDESTONE platform and Services and should be read in conjunction with this Agreement: (a) Acceptable Use Policy; (b) Privacy Policy; (c) Product Documentation. For the avoidance of doubt, unless otherwise specified, the foregoing documents do not constitute part of this Agreement. 1.6. Capitalized terms not otherwise defined in these Terms shall have the meanings set forth in Schedule 1 (Definitions). 1.7. These Terms shall be effective as of the Effective Date, unless and until terminated by either party in accordance with Section 17. 1.8. During the term of these Terms, we will provide you with a copy of these Terms upon request.

2. Get Started

2.1. You may access the CLYDESTONE platform through the CLYDESTONE API and the web application. However, in order to use our services via the CLYDESTONE API, you must first obtain our approval. If you receive our approval, you will be required to comply with our product documentation and any reasonable instructions regarding the integration and use of the CLYDESTONE API. You warrant and represent that you are not “transacting as a consumer” (for purposes of the Supply of Services (Implied Terms) Regulations (Chapter 457), the Regulation on Exemptions from Regulation (Chapter 71), and other such purposes) or the Unconscionable Contracts Ordinance (Chapter 458), and you hereby acknowledge and agree that if you ever transact as a consumer, you may not continue to use the Services. 2.2. You may designate “Authorized Users” (such as any of your directors, officers, employees, or professional advisors) to access information regarding the Services under these Terms. You must set up a user profile for each Authorized User and promptly provide us with the following details of your proposed Authorized Users: full name, address and billing address, phone number and email address, as well as any other contact or identification information We may reasonably request information regarding Authorized Users. If any previously provided details regarding Authorized Users change or are incorrect, you must notify us immediately. You will ensure that your Authorized Users comply with these Terms and with your obligations and responsibilities under these Terms; for this purpose, any reference to “you” shall (as the context requires) be understood to include your Authorized Users. 2.3. You may set different levels of permissions for your Authorized Users by following the relevant instructions on the CLYDESTONE platform. 2.4. You agree that: (a) your Authorized Users are authorized to provide instructions to us regarding the Services on your behalf; (b) we may rely on instructions given by Authorized Users, and you will be bound by the actions of Authorized Users until you provide us with written notice revoking or otherwise modifying the Authorized Users’ permissions; (c) if we have concerns regarding unauthorized or fraudulent access, we may deny access to your Authorized Users; and (d) you shall immediately report to us any infringement or unauthorized access to the CLYDESTONE Platform, including access via the Web App or the CLYDESTONE API.

3. Due Diligence Information

3.1. You shall provide CLYDESTONE with the following information (“Due Diligence Information”) in the format specified by CLYDESTONE: (a) If applicable, a copy of your articles of incorporation; (b) a description of your core business operations; (c) your business email address; (d) information regarding your legal and beneficial owners (if applicable); (e) business names (your legal name and trade name); (f) Merchant Category Code; (g) the URL of your website; (h) your shipping address; (i) financial statements and information regarding your financial condition; and (j) any other information we may reasonably request. 3.2. You shall provide CLYDESTONE with any other relevant information (including, but not limited to, the personal data of your directors and beneficial owners) in connection with your business and account with CLYDESTONE, as reasonably requested by CLYDESTONE from time to time (including, but not limited to, in connection with CLYDESTONE’s annual or other periodic audits). 3.3. You agree that CLYDESTONE may provide due diligence information to the Network or its affiliates for the purpose of conducting due diligence or complying with Network rules. 3.4. You shall notify CLYDESTONE as soon as reasonably practicable following any change to the due diligence information. 3.5. The parties agree that failure by the Merchant to comply with Sections 3.1 through 3.5 shall constitute a material breach of these Terms.

4. Services

4.1. Under these Terms, CLYDESTONE will provide you with the following services (each, a “Service”; collectively, the “Services”): (a) “Payment Processing Services,” which consist of CLYDESTONE processing and transmitting authorization requests, capture requests, and transaction data between you and the buyer and/or between you and the payment method provider or other payment service providers that connect us to the network, followed by CLYDESTONE collecting and settling the resulting payments from the merchant; and (b) any “Additional Services,” meaning gateway services, fraud control services, encryption services, reporting services, or any other additional services you request and that we agree to provide to you under these Terms. 4.2. If the Merchant uses a hosted checkout page to provide the Services, CLYDESTONE may, at its discretion, allow the Merchant to customize the appearance of the hosted checkout page. The Merchant shall bear any costs associated with such customization. 4.3. Subject to Sections 4.4 and 4.5, you may use the Services beginning on the Start Date. 4.4. You hereby acknowledge and agree that you may not use the Services unless you have provided all information we have requested from you pursuant to Section 3.1, and you agree that, when we request information pursuant to Section 3.1, you will cease using the Services in accordance with Section 3.2 until you have provided us with the requested information and we have confirmed in writing that you may use the Services again. 4.5. You hereby acknowledge and agree that you may only use the Services in accordance with our Acceptable Use Policy applicable to Hong Kong, as published by us from time to time (available on our website www.clydestoneuk.com (found on) to use the Services, and you may not use the Services in connection with prohibited transactions. 4.6. You hereby acknowledge and agree that if we notify you that, through reasonable investigation, we have determined that you have violated the Acceptable Use Policy, you must immediately cease using the Services. If you violate the Acceptable Use Policy, we may immediately terminate these Terms or any Service pursuant to Section 17.5. 4.7. You hereby acknowledge and agree that if your transactions exceed your transaction limits or relate to certain specific industries, your transactions may not be processed, or our Services may be suspended. Unless we otherwise agree with you in writing, you acknowledge that we may set your transaction limits, define specific industries, and change them from time to time in accordance with our internal policies and procedures and/or network rules. 4.8. If Section 4.7 applies, we may require you to enter into an acquiring agreement or similar agreement with us and the acquiring institution, or with the payment method provider or network, before we decide to process your transaction or allow you to access the Services again. 4.9. You hereby acknowledge and agree that we are under no obligation to provide or continue to provide any Services if we have reasonable grounds to believe that doing so would result in non-compliance with any applicable law, sanctions law, or network rules.

5. Service Fees

5.1. CLYDESTONE shall provide services to you in accordance with applicable laws and internet regulations and shall charge service fees. 5.2. The parties agree that you shall pay the service fees immediately upon receipt of the relevant services. 5.3. Unless otherwise specified, all service fees, charges, and other payments made by you under these Terms do not include any applicable taxes or duties prescribed by applicable law or government regulations, and you shall be responsible for such taxes and duties. Any taxes payable in connection with the services provided or payments made under these Terms (other than taxes payable on our net income, profits, or earnings) shall be paid by you. 5.4. If we have not settled funds with you after deducting any amounts you owe us (as described in Section 6.4), all amounts shall become immediately due and payable in accordance with the terms of any invoice we issue to you. 5.5. Subject to Section 21, we may from time to time change the service fees and/or introduce new charges in addition to the service fees. In addition, if the card issuer, local payment method provider, or network increases its fees or charges (including any interchange fees and/or scheme fees), such fees or charges will be added to the service fees you owe us.

6. Settlement

6.1. After we determine the transaction’s interest commencement date, in accordance with Sections 6.4 through 6.10, CLYDESTONE shall instruct that the net settlement amount be paid to the Merchant on the later of the following dates: (a) without undue delay after receiving the cleared funds from the payment method provider; (b) upon the expiration of the interval or period reasonably determined by CLYDESTONE or agreed to in writing by both parties; and (c) upon the expiration of any extension period applicable to the relevant transaction pursuant to Section 6.5. 6.2. We will, at our sole discretion, pay the settlement amount to the Merchant by: (a) by initiating a bank transfer of the net settlement amount to the Merchant’s bank account; or (b) by crediting the net settlement amount to a Global Account in the settlement currency. The Customer agrees that the designated Global Account shall serve as the default method for making settlement payments, unless otherwise agreed in writing by both parties. 6.3. We may deduct permitted deductions from the total payment amount. Accordingly, the parties agree that the “Net Settlement Amount” shall be equal to the total payment amount less any permitted deductions. 6.4. The permitted deductions referred to in Section 6.3 are: (a) service fees; (b) refunds; (c) refund fees; (d) refunds; (e) refund fees; (f) refund fees; (g) assessments; (h) additional reserve amounts; (i) claims; (j) amounts specified by Tenpay; and (k) any other fees or amounts you owe to us or our affiliates pursuant to these Terms or other provisions. 6.5. In addition to our rights under Sections 6.3 and 6.4, we may defer all or part of your settlement payment: (a) if, after any deductions made pursuant to Section 6.3, the amount is below the minimum settlement payment threshold (which we will determine in our sole discretion and notify you of from time to time), until the total net settlement amount payable reaches such threshold; (b) if we reasonably believe that a transaction (including activities that would otherwise constitute a transaction) may involve fraud or other criminal activity, until the investigation by us and/or any regulatory authority, network, or local payment provider—or any other third party—is satisfactorily completed; or (c) if we become aware of or have reasonable grounds to believe that you have breached or may breach your obligations under these Terms, in which case such suspension shall not be limited in amount or duration. 6.6. CLYDESTONE shall provide the Merchant daily with a list of all recorded transactions for which payments were received on the previous day (the “Transaction List”) for the Merchant to download. The Transaction List shall set forth our determination of the total payment amount and the net settlement amount, and, absent a manifest error or valid dispute by the Merchant, the Transaction List shall be final and binding on the Merchant with respect to such amounts. 6.7. If we are able or obligated to do so, and if we have reasonable grounds to believe that a transaction, refund, chargeback, or claim (including activities that originally constituted misconduct) may be fraudulent or involve any criminal activity, we may suspend the processing of all or any transactions, refunds, chargebacks, or claims. until an investigation by us and/or any regulatory authority, network or local payment provider, or any other third party is successfully completed, the transaction, refund, chargeback, or claim may be fraudulent or involve any criminal activity. 6.8. If we exercise our rights under Section 6, we will notify you of any such action and the reasons for it, unless applicable law prohibits us from doing so. Subject to reasonable security measures and applicable law, we will notify you prior to suspending processing under Section 6.7, if we are able to do so, or immediately after the suspension. 6.9. Unless otherwise agreed in writing between you and us from time to time, settlement payments shall be made in the settlement currency. When we perform currency conversions, we will use the prevailing exchange rate on the relevant day as determined by us or such other exchange rate as we may agree to in writing. 6.10. In addition to the foregoing, we may, at our sole discretion, impose a retention on all or part of your settlement payments. If we impose a retention, we will provide you with notice setting forth the terms of the retention. The terms of such notice may require that: (a) a certain percentage of your settlement payment be held for a specified period; (b) that your fixed-amount settlement payment be withheld and not paid to you in accordance with Section 6.2; or (c) other restrictions we deem necessary to prevent us from facing risks associated with our business relationship. In circumstances we reasonably determine, we may immediately impose a reserve and notify you after doing so to mitigate our financial risk. We may change the terms of the reserve at any time and provide you with notice of the new terms. 6.11. Settlement payments subject to a reserve cannot be immediately paid into your merchant bank account or global account (if applicable) for refund purposes. Other restrictions described in Section 6.10(c) above may include: (a) limiting the settlement payments immediately available to you; (b) changes to the speed or method of payment of settlement funds to you; (c) offsetting any amounts you owe against your settlement payments and/or requiring you or a person associated with you to enter into other forms of security arrangements with us (for example, by providing a guarantee or requiring you to deposit funds with us as security for your obligations to us or to third parties) . 6.12. We may, at our sole discretion and for as long as we deem necessary, retain reserves to mitigate any risks associated with your transactions. You agree that, even after the release of any reserves, you will remain liable for all obligations related to your transactions. In addition, we may require you to maintain a commercial bank account, global account, or other account with CLYDESTONE for the purpose of any outstanding settlements, refunds, and other adjustments. 6.13. To ensure your compliance with these Terms, you grant CLYDESTONE a security interest (in the form of a pledge) in any settlement payments held in the reserve fund.

7. Your Obligations

7.1. You shall at all times comply with: (a) the provisions of these Terms; (b) the Network Rules; (c) Applicable Law; and (d) Sanctions Law. 7.2. You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall not store Buyer data or Card data prohibited by the Network Rules and abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Networks and Local Payment Providers including the PCI SSC Standards. 7.3. You agree to pay us the Service Fees for administering the system through which you report your compliance status with PCI SSC Standards or its equivalent to the Networks or Local Payment Providers (‘PCI SSC Service’), and a PCI SSC Standards non-compliance fee or its equivalent (specified in the Fee Schedule) for each month in which you are not compliant with the PCI SSC Standards or its equivalent issued by the Networks or Local Payment Provider. 7.4. You shall: (a) only accept Payments from and/or make Refunds to Buyers in connection with goods and/or services which you have sold and supplied as principal to those Buyers, and only pay such Refunds to the Buyer using the Payment Method used by the Buyer for the original Transaction; (b) only accept Payments and/or make Refunds in respect of goods and/or services the sale and supply of which commonly falls within your business as identified to us. You acknowledge that we may amend the MID assigned to you as required; (c) notify us in writing before you make any change to the nature of the goods and/or services the sale and supply of which fall within your business as identified to us; (d) only accept Payments and submit Transaction Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, the Network Rules and any other information or instructions provided or made available by us to you from time to time, and shall not knowingly submit any Transaction Data to us in respect of Transactions that is illegal or that you should have known was illegal; (e) ensure that you prominently and unequivocally inform Buyers of your identity at all points of interaction with a Buyer (including prominently displaying your company name and any trading name on any website through which you conduct Transactions), so that the Buyer can readily identify you as the counterparty to the relevant Transaction; (f) only submit Transaction Data to us directly from your own staff or systems, or via a third party product which has been approved by us in advance in writing; (g) provide Buyers with details of your goods and services, terms and conditions and complaints procedure and customer service contact point which shall be accessible by e-mail and/or telephone in the local language; (h) have proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with us, Network, Payment Method Provider or Regulator in accordance with Applicable Laws; and (i) refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, our Affiliates, Networks or Local Payment Provider.

8.SANCTIONS LAW AND PREVENTION OF BRIBERY

8.1. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person. 8.2. You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has: (a) committed a Prohibited Act; (b) to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or (c) has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act. 8.3. If you become aware of any suspected breach of clauses 8.1 or 8.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

9.RECURRING TRANSACTIONS

9.1. You hereby acknowledge and agree that you may only accept Recurring Transactions if we have agreed with you in writing that you may do so. You acknowledge that Recurring Transaction may only be permitted or possible with respect to certain Payment Methods. 9.2. Subject to clause 9.1, in respect of Recurring Transactions you shall: (a) obtain a Recurring Transaction Authority from the Buyer; (b) confirm to the Buyer within two (2) Business Days of the date of the Recurring Transaction Authority that the Recurring Transaction Authority has been established; (c) notify the Buyer via the agreed method of communication at least seven (7) Business Days prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method whether: (i) the payment amount or payment date has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) any trial period, special offer or promotion has expired; or as otherwise required in accordance with the applicable Network Rules; (d) not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the it wishes to cancel the Recurring Transaction Authority; (e) securely retain the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of the final Transaction effected under it; and (f) provide us with copies of any Recurring Transaction Authority on demand.

10. Refund

10.1. You should maintain and disclose the policy of returning or canceling services to the buyer at the time of purchase. Unless required by applicable law, you shall not provide cash refunds to buyers for payments made using bank cards or local payment methods, nor shall you accept cash or other compensation for refunds made using bank cards or local payment methods. 10.2. The form and procedure of refund depend on the relevant payment method. Refunds will only occur when the original transaction is revoked or partially revoked. If the refund amount exceeds the original transaction amount, we will not be able to process any refund requests. (ii) There is not enough balance in your total payment amount, or you do not have sufficient funds in your CLYDESTONE account. We will have the right to deduct the refund from your total payment amount and the funds in your CLYDESTONE account. 10.3. Refund requests can only be processed if they are made within one year from the original transaction date or within a shorter period determined by the network or payment method provider. 10.4. If the refund does not meet the conditions in these terms or is prohibited by applicable laws or sanctions, we may refuse to execute the refund. If we refuse to process a refund, during the refund processing, we will notify you (i) (unless prohibited by applicable law or sanctions) of the refusal, (ii) (if possible) of the reasons for the refusal, and (iii) (if reasons for the refusal can be provided and are relevant to the facts) of the procedure for correcting any factual errors that led to the refusal. In terms of the execution time and liability for non execution or execution defects as stipulated by applicable laws, any refund request we refuse will be deemed as not received. 10.5. If we execute a transaction or refund based on the detailed information you provide, the transaction or refund will be deemed to have been correctly executed by us and any other payment service provider involved. If the detailed information you provide is incorrect, we are not responsible for any unexecuted or defective transactions or refunds. However, we will make reasonable efforts to recover the funds involved in such transactions or refunds, and we may charge you for any such efforts. 10.6. Even if the refund is not actually processed, we will charge a refund fee for any requested refund according to the fee schedule. You acknowledge that if you do not have sufficient relevant monetary funds, we may not be able to process refunds. 10.7. You agree that each refund fee represents a debt that is immediately due and payable to us. 10.8. We have the right to initiate refunds or modify and revoke transactions without your consent in the following situations: (i) we suspect that the transaction is fraudulent or violates or breaches these terms, our internal policies and procedures or applicable laws, (ii) we receive guidance, advice or instructions from the internet or government or regulatory agencies, or (iii) we suspend or terminate any of our services.

    CHARGEBACKS

11.1. You agree that each Chargeback and each Assessment represents a debt immediately due and payable by you to us. 11.2. You acknowledge and agree that you are required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction, even if you are under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred. 11.3. Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Transaction Value in the currency of the original Transaction. Unless you have an account with us in the currency in which the Chargeback is charged, the Chargeback amount may be converted to the Settlement Currency from the currency of Chargeback at the exchange rate quoted to us or as we otherwise determine. 11.4. Pre-chargeback Services. (a) We may, in our sole discretion, require you to use pre-chargeback services (“Pre-chargeback Services”) based on the Chargeback ratio or other risk factors of your transactions. The Pre-chargeback Services allow you to automatically refund certain disputed transactions to the Buyer. If you are required to use Pre-chargeback Services, we will provide you with a notice and specify any thresholds applied to automatic refunds. Additionally you agree to pay the relevant service fees (“Pre-chargeback Service Fees”). (b) You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Networks or other third parties (“Pre-chargeback Service Provider”). (c) You acknowledge and agree that we may set up, configure, change or update thresholds or other parameters (“Pre-chargeback Parameters”) in relation to each Pre-chargeback Service. Any changes or updates to the Pre-chargeback Parameters made by us shall become effective immediately and notified to you thereafter. (d) You authorise us to share any Customer Data with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services. 11.5. In the event that you wish to dispute a Chargeback, it is your responsibility: (a) to prove to our reasonable satisfaction (which shall, subject to clause 11.5 and without limitation, be conditional upon the relevant Network or Local Payment Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and (b) (additionally) to provide us with such other evidence as we or any Network or Local Payment Provider may require you to provide in support of your claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly. 11.6. Subject to the Network Rules, we shall not be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Network or Local Payment Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding. 11.7. As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of these Terms for whatever reason, we shall remain, without prejudice to clause 6, entitled to (i) use Pre-chargeback Services on your behalf to process pre-chargeback requests in relation to Transactions effected during the term of these Terms and recover Pre-chargeback Service Fees or other relevant costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms); and (ii) recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Terms. 11.8. If you wish to dispute a Chargeback or Assessment, you will do so in accordance with the applicable procedure set out in the Network Rules. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, the Network or the Local Payment Provider. 11.9. We will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback. 11.10. We may suspend all or part of the Services if the ratio of Chargebacks to Transactions is excessive or we otherwise consider, in our sole and absolute discretion, that the total volume or value of Chargebacks is excessive.

12.INFORMATION REQUEST& PERIODIC REVIEWS

12.1. If we request any transaction data or proof of a Transaction, you shall provide the original receipts and relevant Transaction records to us via e-mail within two (2) Business Days after the receipt of our request. 12.2. You shall assist us and any Payment Method Provider in handling properly all complaints from Buyers on the relevant Payment Method, and shall implement suggestions put forward by us or the Payment Method Provider. 12.3. You shall, at your own expense, cooperate with us, Network, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings and provide any information or records as reasonably requested by the relevant party. 12.4. Silverexpress may carry out a periodic review of your use of the Services once during each calendar year, or at any time if Silverexpress determines that: (a) the Transaction Mix figures differ from the Transaction Mix figures you previously provided to www.Silverexpress.asisa; or (b) the Transaction Mix figures that Silverexpress used to calculate any Service Fee. If the actual or projected Transaction Mix figures materially differ from previous Transaction Mix, then Silverexpress may revise the Service Fees based on the then current or projected Transaction Mix (as reasonably determined by www.Silverexpress.asisa) by giving you thirty (30) days’ written notice (“Fee Change Notice Period“). If you do not accept the revised Service Fees within the Fee Change Notice Period, you must terminate this Agreement by giving thirty (30) days’ written notice to www.Silverexpress.asisa, otherwise those revised Service Fees will become binding on you under these Terms (unless you and Silverexpress otherwise agree in writing) upon the expiration of the Fee Change Notice Period. 12.5. You must promptly provide us with any information reasonably requested by Silverexpress in relation to any periodic review carried out under these Terms.

13.FOREIGN CURRENCY & CURRENCY CONVERSIONS

13.1. Settlement Currency. As and where supported by the relevant Payment Method Providers, Silverexpress will process Transactions and pay Settlement Payments to you in the Settlement Currency. You acknowledge that Silverexpress is not obliged to process any Transaction, or settle a Settlement Payment to you, in a currency that is not a Supported Currency. 13.2. Pricing structure for Card Transactions. You acknowledge that we may agree on a ‘blended’ pricing structure or an ‘Interchange++’ pricing structure with you in respect of Card Transactions. For the ‘blended’ pricing structure, you acknowledge that the underlying interchange and scheme fees component of the Service Fees for Card Transactions is calculated by Silverexpress based on the Transaction Mix figures that you report to Silverexpress from time to time, as required under these Terms. Under the ‘Interchange++’ pricing structure, you acknowledge that Silverexpress calculates the underlying interchange and scheme fees component of the Service Fees for Card Transactions based on the actual interchange fee that is attracted by the relevant Transaction, according to interchange pricing published (and varied) by the Card Networks from time to time. 13.3. Foreign Currency Settlement Fee. Subject to clause 13.5, if the Transaction currency is in any other currency other than Hong Kong Dollars, and we pay the Settlement Payment to you in that other currency, then Silverexpress will charge you a Foreign Currency Settlement Fee on the Transaction Value. For example, if the Transaction currency is USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee. 13.4. FX Conversion Fee. Subject to clause 13.5, if we pay the Settlement Payment to you in a Settlement Currency that is different from the Transaction currency, then Silverexpress will charge you a FX Conversion Fee on the Transaction Value. For example, if the Transaction is in USD and we settle HKD to you, we will charge you a FX Conversion Fee. 13.5. Applicability of Foreign Currency Settlement Fee and FX Conversion Fee. The Parties acknowledge and agree that: (a) the Foreign Currency Settlement Fee and the FX Conversion Fee will apply in respect of all Card Transactions unless an ‘Interchange++’ pricing structure has been agreed with you in writing in respect of Card Transactions, in which case only the FX Conversion Fee will be applicable to such transactions; and (b) the Foreign Currency Settlement Fee is not applicable to LPM Transactions. 13.6. Currency conversions by Silverexpress and Payment Method Providers. You acknowledge and agree that: (a) a Payment Method Provider may convert the Transaction currency into another currency before it is received by Silverexpress using the prevailing exchange rate(s) determined by the Payment Method Provider; and (b) Silverexpress may convert the Transaction currency or, if applicable, the currency received from a Payment Method Provider under clause 13.6(a), using the prevailing exchange rate determined by Silverexpress into the Settlement Currency before making a Settlement Payment to you. In relation to certain Transactions in currencies not directly supported by www.Silverexpress.asisa, more than one currency conversion may be required under this clause 13.6 to convert a Transaction currency to the Settlement Currency. For example, if a Transaction is made via a Payment Method Provider in an exotic currency that Silverexpress does not directly support, that Payment Method Provider may convert and settle the relevant Transaction currency in USD to Silverexpress and, if your Settlement Currency is HKD, Silverexpress may convert that USD amount to HKD and pay it to you as the Settlement Payment. 13.7. Supported Currency changes. Without limiting any of our rights under these Terms, Silverexpress may add, restrict or remove any Supported Currency from time to time during the Term and, without limiting the foregoing, a Payment Method Provider may add, restrict or remove a currency they support from time to time. 13.8. Buyer warnings. You are solely responsible for giving any notices, warnings or disclaimers regarding prices and other amounts displayed to a Buyer when making a proposed Transaction (whether the Transaction is to be in Hong Kong Dollars or any other currency) including, but not limited to, warning a Buyer that they may be charged foreign currency fees by their card issuer and providing any other warnings required by Applicable Law in relation to a Transaction involving a foreign currency. 13.9. You acknowledge and agree that: (c) in the event of a Refund, Chargeback or other reversals of the original Transaction (a ‘Reversal‘) that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Reversal will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by www.Silverexpress.asisa; and (d) to the extent that the FX Conversion Fee applies to any Reversal by us under these Terms, you acknowledge and agree that the Merchant bears the risk of any movement in exchange rate between the time of processing the original Transaction and the time of processing the relevant Reversal.

14.REPRESENTATIONS AND WARRANTIES

14.1. Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms: (a) it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation; (b) it is properly registered to do business in all jurisdictions in which it carries on business; (c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business; (d) it has the corporate power, authority and legal right to execute and perform these Terms and to carry out the transactions and its obligations contemplated by these Terms; (e) these Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these Terms, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into these Terms and perform its obligations; (f) neither (a) the entry into of these Terms, nor (b) the performance by the Party of these Terms will (i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (ii) violate any Applicable Law to a material extent; and (g) there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms. 14.2. You warrant and represent that you have a permanent establishment and/or business registration in the Territory and that you will only use the Services from the Territory; and you have never committed fraud; or been subject to any Payment Scheme’s mandatory risk remediation programme(s). 14.3. You must obtain any necessary authorizations from Data Subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular Personal Data) to www.Silverexpress.asia.

15. Data Privacy

15.1. Your use of the Services is subject to our Privacy Policy, which you agree to by entering into these Terms, and consent to the collection, use, disclosure, processing, management and transfer of Personal Data in accordance therewith. 15.2. When using the Services, you or any third party authorized by you may submit content to www.Silverexpress.asisa. Any collection, use or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of the Services pursuant to these Terms unless your prior consent is obtained. 15.3. If you receive any complaint, notice or communication from the Office of the Privacy Commissioner for Personal Data which relates directly to (i) our processing of Personal Data; or (ii) a potential failure by us to comply with the Personal Data (Privacy) Ordinance in respect of your or our activities under or in connection with these Terms (a ‘Data Complaint’) you shall, to the extent permitted by Applicable Law, promptly notify us of the Data Complaint and provide us any information we request in relation to such a Data Complaint. 15.4. You acknowledge and agree that we may disclose Transaction Data or Personal Data to the Office of the Privacy Commissioner for Personal Data, any law enforcement authority or Regulator in accordance with Applicable Law.

16. Confidentiality

16.1. The Parties agree that they shall: (a) treat as confidential all Confidential Information obtained from the other Parties under these Terms; (b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed; (c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and (d) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure. 16.2. Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information: (a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules; (b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure; (c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16); (d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or (e) is developed independently without access to, or use or knowledge of, the Confidential Information.

17.TERM AND TERMINATION

17.1. These Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Terms, continue thereafter until it is terminated in accordance with clause 17.2, 17.3, 17.4 or 17.5. 17.2. We may terminate these Terms without cause by giving you two (2) calendar months’ written notice. 17.3. You may terminate these Terms without cause by giving us three (3) months’ written notice. 17.4. Either Party may terminate these Terms or any Service with immediate effect by giving written notice if the other Party is: (a) in material breach of these Terms and the breach is either not capable of remedy or is not remedied to the reasonable satisfaction of the non-breaching party within 30 days of service of a notice requiring remedy of the breach in question; (b) insolvent or reasonably suspects that the other Party may become Insolvent; (c) is the subject of a petition, order, or resolution or any step in connection with winding up (whether it is Insolvent or not). 17.5. We may terminate these Terms or any Service with immediate effect by giving written notice to you if: (a) you have violated the Acceptable Use Policy; (b) you fall below any relevant thresholds as determined by us from time to time; (c) you act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider: (i) to be disreputable or capable of damaging the reputation of us or that of any Network, or Payment Method Provider; or (ii) to be detrimental to our systems, business or that of any Network, or Payment Method Provider; or (iii) may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity; or (iv) may or does give rise to increased risk of loss or liability to any of us; (v) may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Terms; or (vi) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law; (d) you include anything in these Terms, the Master Services Agreement (if applicable) or application for the Services which is untrue, inaccurate or misleading; (e) we are required to do so by any Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Terms or the performance of it may be contrary to Applicable Law or Sanctions Law; (f) a Network, Payment Method Provider or any other third party any ceases to provide us with any service which is necessary for us to provide a Service to you; and (g) the ratio of Chargebacks to Transactions exceeds thresholds set by the Payment Method Providers , or we consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive. 17.6. We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Terms or are likely to breach these Terms.

18. Compensation

18.1. You will indemnify us, Networks, Acquirers and the Local Payment Providers and hold us, Networks, Acquirers and the Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Network, Payment Method Provider, Acquirer or Regulator or any other third party, to the extent such Claims arise out of or in consequence of or in connection with: (a) a Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Assessment, Chargeback and/or Chargeback Cost (including any activity which would otherwise constitute a Transaction or Refund); (b) any breach of the requirements or failure by you to comply with: (i) the requirements of a Network or Local Payment Provider; (ii) the Network Rules; (iii) a Regulator; or (iv) Applicable Law, and any reasonable steps taken in the protection of our interests in connection with any such breaches; (c) any security breach compromise or theft of Data held by you or on your behalf, or any other security breach or a security breach relating to Data (whether or not you have complied with PCI SSC Standards as defined above), and any reasonable steps taken in the protection of our interests in connection with such breach; (d) the enforcement or attempted enforcement of these Terms; (e) Any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business; and/or (f) any breach by you of the provisions of clause 16; except if and to the extent such Claim is caused by our fraud or any breach of these Terms by us. 18.2. We shall indemnify and hold you indemnified from and against any Losses in relation to any Claims brought against you by a third party, to the extent such Claims arise out of or in connection with: (a) any actual security breach or security breach reported to you by a Network, Acquirer, other Acquirer, Card Issuer or us relating to Data which is directly attributable to our failure to comply with any PCI SSC Standards or to our gross negligence (but not including any claims made by a Regulator), and any reasonable steps taken in the protection of your interests in connection with such breach; and/or (b) any breach by us of the provisions of clause 16; except if and to the extent caused by or contributed to by your negligence or any breach of these Terms by you.

19. Limitation of Liability

19.1. Nothing in these Terms shall exclude or restrict liability for: (a) Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or wilful default; (b) death or personal injury resulting from a Party’s negligence; (c) Losses suffered by us in respect of any Chargebacks or Assessments; (d) any Service Fees, Permissible Deductions, or other amounts due to us; (e) any indemnity provided under these Terms; or (f) any other liability to the extent it cannot be lawfully excluded or limited. 19.2. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Terms if and to the extent that such failure is due to: (a) circumstances beyond our reasonable control; (b) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Payment Method Providers, Networks, or Acquirers) and is not caused by our breach of these Terms; (c) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law, Sanctions Law, or the requests of any Regulator; (d) your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Terms; (e) a suspension of the Services by us in accordance with these Terms; (f) your breach of these Terms, negligence, wrongful or bad faith acts or omissions; or (g) any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Terms. 19.3. Neither Party shall be liable for: (a) loss of profits, revenue or anticipated savings (including those anticipated or forecast); (b) loss of goodwill (or any other damage to reputation); (c) loss connected with or arising from business interruption; (d) loss of opportunity, business or contracts; (e) loss of bargain; (f) lost or corrupted data (or loss associated with the same); and/or (g) any special, incidental, punitive, consequential or indirect: loss, damage, cost and/or expense whatsoever, in each case whether such losses are direct, indirect or consequential, and even if that Party was aware of the possibility that such losses might be incurred by another Party. 19.4. Our aggregate liability to you in relation to all Claims arising out of, or in connection with the Services or these Terms during each Contract Year shall be limited to: (a) in the first Contract Year, a sum equal to the average monthly Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Effective Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and (b) in each Contract Year thereafter, a sum equal to the Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year.

20. Notice

20.1. Both parties agree that any notice given to CLYDESTONE under or in connection with these terms shall be in writing and delivered as follows (or in any other manner notified to you by CLYDESTONE from time to time): (a) by email tocs001@clydestoneuk.com(b) Mail to Room 811B, Ruijia Capital Building, 135 Haibin Road, Kwun Tong, Kowloon, Hong Kong. 20.2. Both parties agree that any notice given to you under or in connection with these terms shall be in writing and delivered as follows (or in any other manner notified by you from time to time through the CLYDESTONE platform): (a) by mail to any mailing address recorded by us in your CLYDESTONE personal information; (b) Send via email to the email address recorded in your CLYDESTONE profile; (c) Through other electronic communication methods (such as sending you electronic messages and recommending you to use phone or other written records we have recorded for you in your CLYDESTONE profile to view or download notifications online or in web apps). 20.3. If you provide an email address, we may send you a notification and rely on the authenticity of the communication received from that email address to consider it as coming from you and binding on you. You must ensure that only you and personnel authorized to act on your behalf have access to your email address, ensure the security of these addresses, and if you discover or suspect any related unauthorized use or security damage, please contact us immediately. 20.4. Notices sent via email or other electronic communication shall be deemed received on the date of sending the communication, provided that (i) any notice sent after 17:00 (Hong Kong Standard Time) on any business day or any time on a non business day shall be deemed given at 09:00 (Hong Kong Standard Time) on the next business day. Notification sent by mail shall be deemed received seven (7) days after the letter is sent.

21.CHANGES TO THE SERVICES AND THESE TERMS

21.1. From time to time, we may vary the provisions of these Terms, the Schedules to these Terms (including the Fee Schedule) by giving you one (1) month’s written notice. We may also make changes to the Services and our provision thereof which are necessary to comply with any Applicable Law or Network Rules. If such adjustments or changes lead to a change in software, interfaces or operating procedures, we shall notify you as soon as reasonably practicable prior to the implementation of such adjustments or changes. 21.2. If we make changes to the terms and conditions herein affecting the Services, you shall be entitled to terminate these Terms immediately by providing written notice to us, PROVIDED THAT such notice is served upon us within one (1) month of you being notified of the variation. Otherwise, you will be deemed to have accepted any variation of the provisions of these Terms one (1) month from being notified of it. 21.3. We may issue updates for the Silverexpress Platform, including the Silverexpress APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Silverexpress Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you one month’s prior written notice.

22. Overview

22.1 Silverexpress is licensed as a money service operator by the Customs and Excise Department for the provision of “money services” (i.e. “money changing services” and “remittance services”) (as such terms are defined under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615)). 23.2. These Terms is concluded in English and all communications (including any notices or the information being transmitted) shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

23. Applicable Law

23.1. These Terms shall be governed by Hong Kong law. 23.2. The Parties submit to the non-exclusive jurisdiction of the courts of Hong Kong to settle any dispute arising out of, relating to or having any connection with these Terms, and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this clause, a ‘Dispute’). 23.3. For the purposes of clause 23.2, each party waives any objection to the Hong Kong courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

24. Offset

If at any time an amount payable by you under these Terms or any other agreement with Silverexpress is due but unpaid, we may withhold payment of any amount that is payable by Silverexpress to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Silverexpress.

25.FURTHER ASSURANCES

25.1. You agree, at your own expense, to: (a) execute and do everything else reasonably necessary or appropriate to bind you under these Terms; and (b) use your best endeavours to cause relevant third parties to do likewise. 25.2. If we determine that any part of these Terms (or a transaction in connection with it including but not limited to provisions relating to the Reserve) is or contains a security interest under Hong Kong law, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of: (a) ensuring that the security interest is enforceable, perfected and otherwise effective; or (b) enabling us to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by us; or (c) enabling us to exercise rights in connection with the security interest. 25.3. Everything you are required to do under this clause 24 is at your expense (in particular, but not limited to, preparing, registering and maintaining any financing statement or financing change statement as required under Hong Kong law). You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 24.

26.THIRD-PARTY RIGHTS

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) (or any equivalent legislation under Applicable Law) to enforce any term of these Terms save that the obligations of the Merchant under these Terms are owed to www.Silverexpress.asia’s Affiliates each of whom may enforce the terms of these Terms against Merchant.

SCHEDULE 1

Defined in these terms, unless otherwise defined in these terms themselves, the following terms have the following meanings (singular and plural): acquisition refers to (i) a third party that has reached an agreement with you to settle funds for transactions in which we provide gateway services to you, or (ii) a service for transactions in which we provide payment processing to you, whether CLYDESTONE itself or a third party that has reached an agreement with us to settle funds with us; The acquisition agreement refers to the agreement between the merchant and the acquiring institution regarding the acquiring institution's collection and settlement of funds from the merchant; Additional services refer to gateway services, fraud control services, encryption services, customs clearance services, and any other additional services required by CLYDESTONE to be provided to merchants under these terms; Additional terms refer to additional terms that alter or modify these terms, such as Schedule 2 (Card Payment Processing Terms), Schedule 3 (Local Payment Method Processing Terms), Schedule 4 (Customs Declaration Terms), and any other terms you agree to. "Additional terms" refer to: (a) the person's directors, officers, partners, members, managers, executors, or trustees, and (b) any person who directly or indirectly controls, is controlled by, or is under common control with the person. For the purpose of this definition, "control", "control", and "controlled" refer to the power to elect a majority of members of a board of directors or other similar body, who are responsible for managing and directing a person through contracts or shares. Ownership or other; CLYDESTONE API refers to the technical interface that specifies the protocols and specifications required to integrate customer technical systems with the CLYDESTONE platform for authorized users to use services; CLYDESTONE payment refers to the local payment method or network operated by CLYDESTONE and its affiliated companies; CLYDESTONE platform or platform refers to the proprietary technology and related products designed by CLYDESTONE for providing services to customers in accordance with these terms (including but not limited to products found on network applications and through CLYDESTONE API); The total payment amount refers to the total settlement currency of all payments that should be settled with the merchant; Applicable laws refer to any applicable laws, regulations, rules, policies, judgments, decrees, orders or directives at the state or local level, including but not limited to any regulatory guidelines or interpretations or regulatory permits and licenses issued by government or regulatory agencies with jurisdiction, applicable to a party or its business or otherwise subject to the circumstances from time to time in effect; Evaluation refers to any evaluation, penalty, liquidated damages, fees, costs, charges or fees related to the service that may be directly or indirectly levied on you or us by the network, local payment providers or any other third party at any time, or any transaction or any other aspect of our or such third party's relationship with you; Authorization refers to the confirmation by the relevant network or local payment provider at the time of the transaction that the payment method used for the payment transaction has not been blocked or listed as lost or stolen for any reason, or its security has been compromised, and that there are sufficient funds available for the relevant transaction, and that such transaction meets the requirements of the relevant network or local payment provider in other aspects, and "authorization" and "authorization" should be interpreted accordingly; Authorization request refers to an authorization request; Authorized user has the meaning given in Article 2.3; The French National Bank Agreement refers to any agreement that the BNPL provider requires the buyer to sign with you. French bank loan providers instruct buyers to use local payment methods based on BNPL structure for purchases. The structure of the French National Bank refers to the "buy first, pay later" payment structure provided by service providers to buyers, according to which the payment of transaction value should be divided into one or more payments on a deferred basis. French National Bank transactions refer to transactions conducted under the BNPL structure. Business day refers to any day on which banks in Hong Kong are generally open for business (except Saturday, Sunday or Hong Kong public holidays, or any day on which typhoon signal No. 8 or above or black rainstorm warning is hung in Hong Kong); The buyer refers to the person who purchases products or services from the merchant; Capture request refers to the submission of transaction data related to a specific transaction to the payment method provider after receiving authorization, in order to execute payment instructions related to the transaction; Card refers to any card that we allow to accept, including any such card that we agree with you in writing; Cardnet refers to any plan for the issuance and use of management cards that we may approve and notify you in writing from time to time. Card transaction refers to a buying and selling transaction between a merchant and a buyer for a product or service (including shipping costs), where the buyer uses a bank card for payment; Refund refers to any situation where the network or local payment provider and/or its payment service provider refuses to settle the transaction or requests us to settle the transaction and/or pay the settlement payment to you, despite any authorization; Refund fees refer to our management fees for processing refunds, as well as any (i) reasonable costs, expenses, liabilities, and (ii) assessments that we may incur or be related to refunds; Refund fees refer to the fees specified in our fee schedule for processing refunds; Claim refers to any lawsuit, procedure, claim, demand or evaluation (including evaluation), fine or similar expense, whether arising from contract, tort (including negligence or breach of statutory obligations) or other reasons; The effective date refers to the date specified in the main service agreement or the date on which you agree to these terms in the online application (whichever is earlier); Confidential information refers to information related to these terms and conditions (excluding transaction data) or information designated as "confidential" or clearly confidential by its nature provided under these terms, whether presented orally, in physical or electronic form, and disclosed by one party to the other under this agreement, including (but not limited to) pricing and specifications related to the services; The contract year refers to the calendar year starting from the date and month of the start date; Customer information refers to the detailed information specified in the online application or main service agreement (if applicable); Customs clearance services refer to the means defined in Appendix 4; Data complaint has the meaning given to it in Article 15.3; In terms of personal data, the data subject refers to the individual of the data subject; Dispute has the meaning given to it in Article 23.2; Due diligence information has the meaning given to it in Article 3.1; Encryption service refers to CLYDESTONE representing merchants to encrypt and securely transmit transaction data. The cost table refers to CLYDESTONE'sThe fee schedule applicable to the service published on www.clydestoneuk.com or agreed upon in writing between us and you. Foreign currency settlement fees refer to the foreign currency settlement fees specified in the expense table; Fraud control service refers to CLYDESTONE's monitoring and analysis of transactions to identify and prevent fraudulent transactions. Foreign exchange fee refers to the foreign exchange fee specified in the fee schedule; Gateway fee refers to the cost of each transaction attempted or conducted using gateway services; Gateway service refers to CLYDESTONE processing and transmitting authorization requests, capture requests, and transaction data between you and the buyer and/or between you and the acquiring institution through a hosted checkout page. We will not hold any funds at any time when providing gateway services. In terms of gateway services, the acquirer will settle the resulting payments to the merchant according to the acquiring agreement. Global account refers to a unique account ledger registered in your name, which records the amount of funds CLYDESTONE receives from your payer as part of the "collection services" provided under payment and foreign exchange terms; The hosted checkout page refers to the CLYDESTONE hosted payment page used by merchants as part of the gateway service to accept payments; The method of insolvency: (a) for a person who is unable to repay debts as defined in section 178 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32) ("CWUMPO"), unless the definition is interpreted as follows: (i) the phrase "proved to the satisfaction of the court" in section 178 (1) (c) of CWUMPO shall be deemed deleted; (ii) If a party raises a good faith challenge under section 178 (1) (a) of the CWUMPO or section 6A of the Bankruptcy Ordinance (Chapter 6), it shall not be deemed unable to repay its debts. The party has sufficient funds to fulfill the requested amount, or if any such request is satisfied before the expiration of 21 days from the date of submission; (b) If you are an individual, you are the subject of a bankruptcy application or bankruptcy order; (c) If you are an individual, according to the meaning of Section 6A of the Bankruptcy Ordinance (Chapter 6), you are deemed unable to repay your debts or have no reasonable prospect of repaying them, in either case; (d) If you are a partnership enterprise, you have any partners to whom the above provisions apply; (e) If you are an individual, you have died due to illness or disability (whether mental or physical), you are mentally ill and unable to manage your own affairs or become a patient under any mental health legislation, or you have been ordered or appointed a receiver under the Mental Health Ordinance (Chapter 136); Klarna refers to Klarna Bank AB (publ), a company registered in Sweden with its registered office located at Sveav ä gen 46, SE-111 34 Stockholm, Sweden or any affiliated company; The Klarna BNPL Agreement refers to any agreement that Klarna, as a BNPL provider, requires the buyer to sign with you; Local payment method refers to any local payment method brand that we allow you to use from time to time, including any brand that we agree with you in writing; We may from time to time approve and notify you in writing of any plans to manage the issuance and use of local payment methods through our local payment network; Local payment provider refers to the legal entity that provides each local payment method or local payment network; Loss refers to any liability, loss, damage, charge, penalty, cost and/or expense (including reasonable and appropriate legal fees and/or expenses); LPM transaction refers to a buying and selling transaction between a merchant and a buyer regarding products or services (including shipping costs), where the buyer uses local payment methods for payment; Marks refer to names, logos, trade names, logos, trademarks, service marks, trade names, and other names, symbols, and marks owned, managed, licensed, or otherwise controlled by network or local payment providers and available for use. Customers and other authorized entities that have obtained licenses; The main service agreement refers to the agreement titled "Main Service Agreement" (if any) signed between you and us; Merchant bank account refers to the designated bank account of the merchant specified in the online application or main service agreement (if applicable) that can pay settlement payments; Middle finger merchant identifier; Net settlement amount refers to the amount defined in Article 6.3; Network refers to card network and local payment network; We may from time to time approve and notify you in writing of any plans for the issuance and use of management cards or local payment methods; Network rules refer to the rules, regulations, operational guidelines, policies, procedures, manuals, announcements, and notices issued by network or local payment providers from time to time regarding (among other things) cards, payments, transactions, local payment methods, and related data processing, including but not limited to those issued by Visa Inc and Visa Worldwide Pte. Ltd.、Mastercard International Incorporated、Maestro International Inc.、American Express Australia Limited Or any other card network and its respective subsidiaries and affiliates; And such rules, regulations, operational guidelines, policies, procedures, manuals, announcements, and notices published by any local payment method or local payment network, including in each case any requirements for the management of markings, risks associated with the use of the network or local payment method, transaction processing, and any network or local payment method products, plans, or services that you need or choose to participate in. The Office of Foreign Assets Control of the United States Department of the Treasury refers to the Office of Foreign Assets Control of the United States Department of the Treasury; Online application refers to the online application where you apply for services and agree to be bound by these terms (if applicable); Payment refers to the monetary payment made or to be made by the buyer to complete the relevant transaction, representing the value of the transaction; Payment and foreign exchange terms refer to the agreement titled "Payment and Foreign Exchange Terms" signed between you and us; Payment methods refer to bank cards and local payment methods; Payment method fees refer to the fees charged for the transaction amount in the currency in which CLYDESTONE settles funds with you in accordance with these terms for each payment method; Payment method providers refer to providers of bank cards and local payment methods; Payment processing services have the meaning given to them in Article 4.1 (a); PCI SSC Services has the meaning given to it in Section 7.3; The PCI SSC standard refers to the payment card industry data security standards, payment application data security standards, and PIN transaction security standards that are updated and published from time to time by the PCI Security Standards Committee ("PCI SSC") on www_ \. pciseecuritystandards.org; The allowed deduction amount has the meaning given to it in Article 6.4; Personal data refers to (a) any data directly or indirectly related to living individuals; (b) Practical and feasible information that can directly or indirectly determine an individual's identity; (c) Adopt a format that allows for tangible access or processing of data; Privacy Policy refers to our Hong Kong Privacy Policy, which can be found on our websitehttp://www.clydestoneuk.comObtain or provide separately to you and revise from time to time; The product documentation can be found on our websitehttp://www.clydestoneuk.com Found applicable to Documentation and guidelines for CLYDESTONE products and services; Prohibited behavior methods: (a) directly or indirectly providing, promising, or giving financial or other advantages to any person working or employed for CLYDESTONE as an incentive or reward for any improper performance or acquisition of relevant functions or activities related to this clause or any other clause in the contract signed with the merchant; (b) Directly or indirectly requesting, agreeing to accept, or accepting any financial or other benefits as an incentive or reward for improper performance of functions or activities related to this clause; (c) Committed the following crimes: (i) under the Prevention of Bribery Ordinance (Chapter 201); (ii) According to legislation or common law regarding fraudulent behavior; (iii) Fraud, attempted fraud, or conspiracy to defraud CLYDESTONE; (d) Any activity, practice or behavior, if conducted in Hong Kong, shall constitute one of the offenses listed in (c) above; Prohibited trading refers to violating or violatinghttp://www.clydestoneuk.com Transactions that are subject to acceptable usage policies or prohibited by online or local payment providers; Accounts receivable refers to those defined in paragraph 11.1 of Schedule 3; Regular transactions refer to regular transactions, including but not limited to subscriptions or a series of installment payments, where merchants collect fees through the buyer's payment method on a regular basis; Frequent transaction authorization refers to the prior written authorization for repeated transactions (provided by the buyer to the merchant during the checkout process), which includes at least the following contents: (a) the amount of frequent transactions and whether they are fixed or variable; (b) The date on which merchants charge recurring transaction fees based on the buyer's payment method, and whether this date is fixed or variable; (c) The method of communication between merchants and buyers regarding authorization for regular transactions; (d) The buyer has the right to cancel the authorization for regular transactions at any time; Refund refers to the complete or partial reversal of a transaction, including currency exchange; Refund fee refers to the fee specified in the fee schedule for us to process refunds; Regulator refers to any government or regulatory agency, and/or any self regulatory agency, government department, institution, committee, board of directors, court, state-owned company or court, or other legal, rule or regulatory entity, that provides services to any party and/or its business in any region or any local authority, region or other branch thereof (including Hong Kong Customs and the Office of the Privacy Commissioner for Personal Data), or any organization that inherits or replaces any of the above institutions regarding personal data; Booking refers to the amount or percentage of your settlement payment that we hold to prevent refunds, refund risks, or any other risks, risks, and/or liabilities related to your use of the service; Sanctioned person refers to (a) a person listed on any sanction list, or a person owned or controlled by a person listed on any sanction list; (b) A person located in a country or region that is a target of national sanctions, established under the laws of that country or region, owned or controlled by that person, or acting on behalf of that person; (c) Becoming a target of sanctions laws in other ways; Sanctions authorities have the meaning given to them in the definition of sanctions laws; Sanctions laws refer to any economic sanctions laws, regulations, embargoes or restrictive measures managed, promulgated or enforced by the following countries: (a) Australia; (b) The United States; (c) United Nations; (d) European Union; (e) United Kingdom; (e) Their respective government agencies and any of the aforementioned institutions, including but not limited to the Australian Sanctions Office OFAC、 The US State Department and the UK Treasury Department (collectively referred to as the "sanction authorities"); The sanction list refers to the comprehensive list published by the Australian Sanctions Office, the comprehensive list of financial sanction targets published by the UK Treasury, the "Specially Designated Nationals and Blocked Persons" list published by OFAC, or any similar list published, maintained or made public by any sanction authority; Service fee refers to the fees specified in the fee schedule, including but not limited to gateway fees, payment method fees, refund fees, foreign exchange management fees, and pre refund service fees; Service has the meaning given to it in Article 4; Settlement currency refers to: (a) the currency you request for settlement in our approved online application or main service agreement (if applicable); (b) If no such request is made or approved, the currency we reasonably determine to be the US dollar or other supported currency; Settlement payment refers to the net settlement amount we pay to the merchant in accordance with Article 6; Supported currencies refer to each currency approved by CLYDESTONE from time to time for settlement, collection, exchange, and/or payment (if applicable) through the CLYDESTONE platform for the various functions of the service; Territory refers to the areas approved by Hong Kong and CLYDESTONE from time to time; Transaction refers to card transaction or LPM transaction (transaction refers to either of them, depending on the context); Transaction data refers to any type of document, data, and record related to transactions, refunds, or refunds (including data related to bank cards, local payment methods, and buyers for the avoidance of doubt); Transaction limit refers to the maximum total value of one or more transactions that we may determine from time to time or agree in writing with you during any specified period; The transaction list has the meaning given to it in Article 6.6; Transaction portfolio refers to the expected transaction amount, type, and nature for merchants, including transaction volume, average transaction value, buyer type, distribution of transactions across payment methods, geographic distribution of transactions, relevant transaction currencies, and other relevant information related to merchant and service usage; The transaction amount refers to the purchase price amount of the relevant products or services provided by the merchant for each transaction; Network applications refer to the online user interface that customers and their authorized users can use to access the CLYDESTONE platform and services. Appendix 2 Card Payment Processing Terms

GENERAL

1.1. You understand and agree that we have the right to terminate or limit our agreement with you at any time upon the Card Network’s request.

\*\*Get Services

2.1. You understand and agree that we are entering into these Terms on behalf of and as an agent of the Acquirer. 2.2. On an ongoing basis, you shall promptly provide to us with the current address of each of your offices, all “doing business as” (DBA) names used by you, and a complete description of goods sold and services provided. 2.3. You understand and agree that in the event of any inconsistency between any provision of these Terms and the Network Rules, the Network Rules will govern. 2.4. We are responsible for your card acceptance policies and procedures, and may require any changes to your website or otherwise that we deem necessary or appropriate to ensure that you remain in compliance with the Network Rules governing the use of the Marks. 2.5. These Terms shall automatically and immediately terminate if the Card Network de-registers us or if the Acquirer ceases to be a customer of Card Network for any reason or if the Acquirer fails to have a valid license with the Card Network to use any Mark accepted by you. 2.6. You acknowledge and agree: (a) Card Network is the sole and exclusive owner of its Marks; (b) not to contest the ownership of the Card Network’s Marks for any reason; (c) Card Network may at any time, immediately and without advance notice, prohibit you from using any of the Card Network’s Marks for any reason; (d) Card Network has the right to enforce any provision of the Network Rules issued by the relevant Card Network and to prohibit the you and/or us from engaging in any conduct the Card Network deems could injure or could create a risk of injury to the Card Network, including injury to reputation, or that could adversely affect the integrity of the interchange system, Card Network’s Confidential Information (as defined in the Network Rules), or both; and (e) you will not take any action that could interfere with or prevent the exercise of this right by Card Network. 2.7. Any use of the Card Network’s Mark by you in advertising, acceptance decals, or signs, must be in accordance with the Network Rules, including Card Network’s reproduction, usage, and artwork standards, as may be in effect from time to time; and your use or display of any Card Network’s Mark will terminate effective with the termination of these Terms, or upon notification by Card Network to discontinue such use or display.

Additional obligations

3.1. You acknowledge and agree that: 3.1.1. We may disclose transaction data, merchant data, personal information, and other information or personal data regarding merchants to the Card Network and its affiliates, agents, subcontractors, and employees. 3.1.2. The Card Network and its affiliates, agents, subcontractors, and employees may use such information to fulfill their obligations under the relevant agreements entered into with you, to operate and promote the Card Network, to perform analyses and generate reports, and for any other legitimate business purposes. 3.2. When promoting card acceptance, you shall display the logo of each Card Network and provide equal representation for each Card Network through any signage, decals, or other identifiers, and remove them upon termination of these Terms. 3.3. You understand and agree that the refund policy for purchases made with cards from each Card Network must be at least as favorable as the refund policy for purchases made using any other payment method, and that the refund policy must be disclosed to the buyer at the time of purchase or be reasonably accessible to the buyer, and must comply with applicable laws. 3.4. You shall accept all valid cards, provided that such acceptance does not violate any applicable law. 3.5. You may charge a surcharge on transactions paid by card, provided that (i) the surcharge rate is the same for all cards; (ii) your imposition of such a surcharge does not violate applicable law; (iii) you comply with the rules and requirements regarding surcharges established by the card networks and us. 3.6. You shall indemnify us and each card network against any claims, suits, actions, demands, damages, liabilities, losses, costs, expenses (including litigation costs and attorneys“ fees), and liabilities arising from the following: (1) your use of the Card Network; (2) your sale or alleged sale of products or services through the Card Network; (3) your violation of applicable laws or any mandatory regulations, standards, or best practice guidelines issued by any regulatory authority; (4) your breach of these Terms relating to the Card Network. 3.7. You understand and agree that neither any Card Network (including third parties), nor its affiliates, successors, or assigns, shall be liable to you for any malfunction, unavailability, failure, or processing delay of any point-of-sale terminal, direct payment service, or any other device or related equipment directly connected to the Card Network or otherwise beyond its reasonable control. Neither the Card Network nor we shall be liable for any incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based on contract, tort—including negligence, strict liability, fraud, or otherwise—or statute, regulation, or any other legal theory), regardless of how such damages arise out of or in connection with these Terms. Furthermore, neither the Card Network nor we shall be liable for any losses resulting from delays or issues caused by telecommunications carriers or banking systems. 3.8. You understand and agree that each Card Network has third-party beneficiary rights under these Terms, which will enable each Card Network to fully enforce these Terms against you, if necessary, to protect the applicable Card Network. 3.9. You may not include any defamatory, libelous, obscene, pornographic, or blasphemous material that may cause harm to any individual, any entity, or the brands of us or the Card Networks. Schedule 3 \*\* Terms for Processing Local Payment Methods \*\* You agree that the following additional terms apply to all local payment methods. Under these terms, you may use, access, and utilize local payment methods to accept payments from local payment users for the sale of your goods and/or services. Your use of local payment methods is subject to: 2.1. Your right to successfully register for and continue using Local Payment Methods in accordance with the Local Payment Rules; 2.2. Your acceptance of and agreement to be bound by the Local Payment Rules; 2.3. The terms and conditions that the Local Payment Provider may notify us of from time to time. You are solely responsible for procuring the supporting infrastructure and services; under no circumstances shall the Local Payment Provider be liable for any such supporting infrastructure or services, and you shall bear all related fees and costs. You may only use the Local Payment Method for Local Payment transactions involving products and/or services that have been properly registered with and approved by the Local Payment Provider. Failure to comply with this requirement may result in our immediate termination (in whole or in part) of these Terms, and we shall not be liable for any losses you may incur as a result of such termination. You acknowledge and agree that: (1) the Local Payment Provider reserves all rights, title, and interest in and to its intellectual property and that of its affiliates; (2) all rights not expressly granted to you are reserved by the Local Payment Provider, its affiliates, or its licensors, suppliers, publishers, rights holders, or other content providers; (3) you may not reproduce, copy, duplicate, license, sell, or resell the intellectual property of the Local Payment Provider or its affiliates without the Local Payment Provider’s express written consent. You acknowledge and agree that the Local Payment Provider shall own the Local Payment User Data, the Local Payment Provider’s Marks, and all intellectual property rights in the Local Payment User Data and the Local Payment Provider’s Marks. You undertake to assign, or cause to be assigned, all intellectual property rights related to the Local Payment User Data to the Local Payment Provider or its designee immediately upon their creation, without additional consideration. You acknowledge and agree that Local Payment User Data shall be deemed confidential information of the Local Payment Provider, and you may use Local Payment User Data solely to comply with your obligations under these Terms. You shall display the Local Payment Provider’s trademarks in accordance with the Local Payment Rules, and such trademarks shall be at least as prominent as those of other payment method providers. You understand, acknowledge, and agree that: 8.1. You shall ensure the accuracy and completeness of the information and records you maintain regarding Local Payment users and Local Payment transactions. You shall retain such records for at least seven (7) years from the date of the Local Payment transaction or for a longer period as required by the Local Payment Rules; 8.2. You shall bear full responsibility for the legality, authenticity, completeness, and validity of the instructions you issue while using local payment methods. You undertake to bear sole responsibility for all risks associated with actions taken by the local payment provider based on your instructions or purported instructions; 8.3. You shall indemnify the Local Payment Provider, the Local Payment Provider’s partners, and the Local Payment Provider’s affiliates against any claims, lawsuits, proceedings, demands, damages, liabilities, losses, costs, and expenses (including litigation costs and attorneys” fees) (collectively, “Local Payment Claims”) arising from: (1) your use of the Local Payment Method; (2) your sale or alleged sale of products or services through the Local Payment Method; (3) your violation of applicable laws or mandatory regulations, standards, or best practice guidelines; (4) your breach of these Terms; or 8.4. You shall defend each indemnification claim using counsel reasonably satisfactory to us and/or the Local Payment Provider. If we and/or the Local Payment Provider reasonably determine at any time that any indemnification claim may adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may assume control of the defense within our or the Local Payment Provider’s respective organizations. Fees. You may not agree to any judgment or settle any indemnification claim without the prior written consent of us and/or the local payment provider (which consent shall not be unreasonably withheld); 8.5. You shall comply with local payment rules, including but not limited to processing and accepting any refunds and chargebacks in accordance with such rules; 8.6. If you register with any local payment provider, you agree that (1) such local payment provider shall settle the total payment amount with CLYDESTONE for any transactions submitted by CLYDESTONE to such local payment provider; (2) once the local payment provider has paid the total payment amount to CLYDESTONE, it shall be released from its obligation to pay funds; 8.7. The local payment provider has no direct obligations to you, is not responsible for any of your goods, services, acts, or omissions, and is not liable for your losses, expenses, or charges; 8.8. The Local Payment Provider makes no other express or implied representations or warranties to you; 8.9. You may not in any way restrict Local Payment Method users from using the Local Payment Method at checkout on any sales channel, including but not limited to requiring customers to set a minimum or maximum purchase amount; and 8.10. Upon our termination of the Local Payment Method, you shall cease offering the Local Payment Method to buyers at checkout and shall remove all marketing and advertising materials related to the relevant Local Payment Provider. Notwithstanding the completion, rescission, termination, or expiration of these Terms, the provisions of these Terms that, by their nature and content, are express or implied, shall remain in effect, and these Terms shall remain in force and continue to be binding upon you and the Local Payment Provider. You agree that the following additional terms apply to CLYDESTONE Pay: 10.1. The local payment provider for CLYDESTONE Pay is CLYDESTONE and its affiliates (the “CLYDESTONE Group”). 10.2. You acknowledge and agree that: (a) we may disclose transaction data, merchant data, personal information, and other information or personal data regarding merchants to the CLYDESTONE Group and its affiliates, agents, subcontractors, and employees. (b) The CLYDESTONE Group and its affiliates, agents, subcontractors, and employees may use such information to fulfill obligations under relevant agreements entered into with us or you, to operate and promote CLYDESTONE Pay, to perform analytics and generate reports, and for any other legitimate business purposes. You agree that the following additional terms apply to BNPL transactions: 11.1. You shall: (a) accept the buyer’s offer to settle the value of each BNPL transaction under the BNPL structure; (b) enter into a BNPL agreement with the buyer for each BNPL transaction; (c) immediately sell and absolutely assign to us all current and future rights, title, and interest you have under each BNPL Agreement in connection with such BNPL transaction (including the right to receive the value of the BNPL transaction from the BNPL transaction party) the Buyer makes such payments pursuant to the BNPL Agreement (“Receivables”) and authorize us (or the BNPL provider) to notify the Buyer of such assignment; (d) if the Buyer pays you directly for a BNPL transaction, promptly notify us and settle the relevant funds with us. 11.2. You represent and warrant that: (a) you are duly authorized to sign, deliver, and perform each BNPL Agreement, and such actions do not and will not violate any of your other obligations or applicable laws; (b) the BNPL Agreements are valid, legally binding, and enforceable; (c) the accounts receivable are wholly owned by you, free from any deduction, discount, set-off, suspension, or counterclaim, and will be assigned to us free and clear of any claims, liens, security interests, or other encumbrances; (d) Each assignment made by you to us pursuant to Section 11.1(c) above is lawful, valid, effective, and enforceable; and 11.3. You acknowledge that neither CLYDESTONE nor its affiliates provides any loan or credit facility to you or the buyer through the processing of BNPL transactions on your behalf.

Not with standing Clause 11 above, you agree that the following additional terms will apply in connection with Klarna BNPL Agreements:

12.1. you shall not impose any fees or otherwise a higher price for goods or services on the sole basis that the purchase is made through the Klarna, or act in any other way in a manner that is materially discriminatory towards Klarna. You may, to the extent permitted by law, impose fees on the Buyer equal to the fees imposed on us by Klarna for that specific BNPL Transaction. 12.2. you acknowledge that we reserve the right to reassign the Receivables to you and refund Klarna for the relevant BNPL Transaction in certain events, including but not limited to the following: (a) any restrictions or limitations to the pledge or transfer of the Receivables arising; (b) any failure to provide Klarna with the Buyer’s information in connection with the placement of the order, such as IP-address, complete goods list, telephone number and email address; (c) any failed, incorrect, delayed delivery of the goods or services; and/or (d) any failure by you to fulfill any of your obligations as set out in Local Payment Rules; 12.3. further to Clauses 8.3 and 12.2 of this Schedule, you shall indemnify us and hold us harmless and indemnified from, against and in respect of all and any Losses in relation to any reassignment of the Receivables and any refunds to Klarna in that respect, and any Local Payment Method Claim.

SCHEDULE 4 CUSTOMS DECLARATION TERMS Services

1.1. You acknowledge and agree that: (a) To use the Customs Declaration Service, you shall upload the relevant Transaction Data as required by China Customs through the interface provided and maintained by Silverexpress and the Service Provider. You may check the status of the processing and transmission of the relevant Transaction Data on such interface. (b) The Customs Declaration Service shall only be used for the Transactions subject to the Limit. (c) Silverexpress or the Service Provider may suspend or terminate the Customs Declaration Service immediately without notice if: (i) your business license or any similar certificate is revoked; (ii) your business operation or use of the Customs Declaration Service does not comply with any applicable law or regulation, these Terms or any other rules of the Service Provider; (iii) you are directly or indirectly involved in fraud; (iv) you are unable to provide the services or goods under the Transactions by reason of actual or anticipated commercial or financial difficulties; (v) there is any proceeding against you seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law; (vi) you are dissolved or Insolvent; (vii) you have counterfeited the Card or delayed any payment purposely; (viii) Silverexpress or the Service Provider reasonably believes that there is any risk event in respect of the Merchant; or (ix) Any of your actions is detrimental to the interests of Silverexpress or the Service Provider. (d) Upon the request of Silverexpress or the Service Provider, you should provide to us and the Service Provider access to all records and documents for the purpose of reviewing your use of the Customs Declaration Service. (e) Silverexpress or the Service Provider may suspend or terminate the Customs Declaration Service at any time by giving you ten (10) Business Days’ prior written notice. (f) Neither Silverexpress nor the Service Provider shall be liable for: (i) any loss or damage arising out of or relating to your use of the Customs Declaration Service; (ii) the delay or failure to deliver the relevant Transaction Data; and (iii) any dispute (arising out of or relating to the Customs Declaration Service) between you and other entities or individuals. 1.2. You represent and warrant that: (a) All Transaction Data sent to Silverexpress and the Service Provider for using the Customs declaration Service are true, valid, and accurate in any respect, and no material information has been omitted and no information has been withheld that results in the relevant Transaction Data being unlawful, untrue or misleading in any aspect. (b) All Transaction Data sent to Silverexpress and the Service Provider for using the Customs declaration Service are based on the genuinely commercial and valid Transactions which do not and will not conflict with any applicable law or regulation, or are beyond your business scope and category as registered with Silverexpress and Service Providers. Upon the request of Silverexpress or the Service Provider, you should promptly provide, or procure the provision of, all documents, records, statements or other evidence authenticating or validating the Transactions as requested by the Silverexpress or the Service Provider or required under Applicable Laws or the regulatory authorities. (c) You should verify the identity of the Buyer in accordance with the applicable law and regulation. Service Fee We may charge and vary the service fee (as determined by Silverexpress and notified to you) in respect of the Customs Declaration Service at any time. Indemnity 3.1. You should hold Silverexpress and harmless and indemnified from, against and in respect of all and any losses, damages, costs (including reasonable legal fees) and expenses in relation to your use of the Customs Declaration Service, or any Claims brought against Silverexpress or the Service Provider, to the extent such Claims arise out of or in consequence of or in connection with the Customs Declaration Service. 3.2. You agree to indemnify us against all losses damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of any inaccuracy, incompleteness or error of the Transaction Data sent to Silverexpress and the Service Provider. Definition In this Schedule: “Customs Declaration Service” means the processing and transmission by Silverexpress and the Service Provider of the relevant Transaction Data to the Customs of the People’s Republic of China. “Limit” means the aggregate maximum value of one or more Transactions for which you may use the Customs Declaration Service, as determined and adjusted by Silverexpress or the Service Provider from time to time. “Service Provider” means any service provider providing services in connection with the processing and transmission of the Transaction Data for the purpose of the customs declaration.