Volt Merchant Services Agreement — Europe

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General Terms
Definitions
Services Terms
Charges

This Volt PL Services Agreement includes the Order Form, these General Terms, schedules and any documents and terms incorporated herein (“Agreement”).   

This Agreement is formed between Volt Technologies spółka z ograniczoną odpowiedzialnością with its registered seat in Kraków, at: ul. Stefana Rogozińskiego 6, 31-559 Kraków, entered into the Register of Entrepreneurs of the National Court Register, maintained by District Court for Kraków-Śródmieście in Kraków, XI Division of the National Court Register, under the KRS number: 0000835557, Tax Identification Number (NIP): 6751727042 and REGON number: 385842485 (“Volt”) and the entity  which has signed the Order Form in order to receive the Services (“you”, “your”).  

Volt is authorised and regulated by the Polish Financial Supervision Authority as a Domestic Payment Institution, under registration number IP57/2023, with permissions to provide payment services. 

As agreed with you and confirmed in the Order Form, the services may include maintaining your Volt Account and providing the Payment Services, Payment Initiation Service, Account Information Services, Matchmeter, Circuit Breaker, Virtual IBANs and/or any other associated services (together the “Services”).

Volt’s provision of the Services is supported by the Volt Solution (as defined later) which it makes available by way of remote internet access to merchants for integration in their websites so they may allow their Authorised Users (as defined later) to access and use the Services.  

This Agreement governs Volt’s provision to you of access to and use of the Volt Solution and the Services as detailed in the Order Form.  

This Agreement is effective upon the date on which you have (i) signed the Order Form; and (ii) Volt notifies you that you have successfully passed the KYC Checks (the “Effective Date”) and continues until you or Volt terminates it (this period, the “Term”). 

GENERAL TERMS

1. DEFINITIONS AND INTERPRETATION
   1. In this Agreement, unless otherwise stated, capitalised terms will have the meaning set out in Schedule 1 (Definitions). The rules of interpretation are also set out in Schedule 1 (Definitions).
   2. If and to the extent of any conflict or inconsistency between the terms of this Agreement, the order of priority for the purposes of construction is, in descending order: 
       
      1. Order Form.
      2. Agreement.
      3. Schedules.
      4. Other documents incorporated by reference.
   3. This Agreement will not ​​prevent Volt from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
2. CAPACITY TO CONTRACT 
    
   1. Volt will provide the Payment Initiation Service and Matchmeter to End Users whose ASPSP is located in the European Union, Norway, Iceland or Liechtenstein.
   2. Where an End User’s ASPSP is located outside the European Union, Norway or Liechtenstein, an affiliate in Volt’s Group may provide a payment initiation service and Matchmeter to such End Users under a separate agreement.
   3. Each Party represents, warrants and undertakes that it has the requisite power, right and authority to enter into and perform its obligations under this Agreement, and this Agreement, when executed, will constitute valid, lawful and binding obligations on it, enforceable in accordance with its terms.
3. REGULATORY COMPLIANCE 
    
   1. You acknowledge that Volt will not make the Services available to you and your End Users until you have passed Volt’s know-your-client checks (“KYC Checks”). Volt’s continued provision of the Services is subject to (i) ongoing successful Integration (as confirmed by Volt); and (ii) compliance with all Volt KYC and Documentation requirements.
   2. You warrant and represent that the information provided to Volt for purposes of Volt’s compliance with Applicable Laws is complete and accurate at the date it is provided. You shall promptly update Volt of any changes to such information.
   3. You will provide Volt and any Regulatory Body with such additional information as to your identity, management structure, beneficial ownership and business nature as Volt may request for the purposes of compliance with all Applicable Laws.
4. INTEGRATION OF THE VOLT SOLUTION 
    
   1. This clause applies where you are integrating with Volt directly:
      1. On the Effective Date Volt will provide you with access to relevant elements of the Volt Solution (and, in particular, the Volt API) and Documentation to enable you to implement the same into your Merchant Website as is required for you to take the benefit of the Services you have requested.
      2. Integration of the Volt Solution has been designed to be a straightforward operation within the competency of your information technology support teams. Nevertheless, Volt will provide such reasonable support and assistance to support you in its Integration of the relevant elements of the Volt Solution.
      3. You will notify Volt when you consider you have successfully implemented the relevant elements of the Volt Solution. Volt will then promptly test the Integration to assure itself that Integration has been successfully carried out. Volt will notify you of the results of its test. In the event Integration has not been carried out adequately, Volt will detail the deficiencies to you and will provide reasonable support and assistance to help you resolve the same. When Volt is satisfied that the Integration is satisfactory it will confirm that Integration has been successful in writing to you and at that point the Services will commence.
   2. Where you are integrating Volt via a partner as identified in the Order Form (the “Partner”) in order to use the Volt Solution via the Partner, you will need to successfully implement the Partner Solution into the Merchant Website.
   3. Where you are integrating any part of the Services or Volt Solution via the Volt API, you will display to the End User the End User Terms of Service and the Volt privacy policy (as updated by Volt from time to time) during the checkout flow.
   4. You accept that the operation of the Volt Solution and the performance of the Services are dependent upon you having a system and technical environment that at least satisfies the minimum system requirements set out in the Documentation (the “Minimum System Requirements”).
   5. In the event your system and technical environment does not at least comply with the Minimum System Requirements, Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services.
   6. For the avoidance of doubt, the implementation process referred to in this clause 4 shall herein be referred to as the “Integration” for the purposes of this Agreement.
5. THE VOLT SOLUTION
   1. Following successful Integration as confirmed by Volt in accordance with clause 4.1.3, Volt will use reasonable endeavours to make the Volt Solution available to you and your Authorised Users in accordance with the terms and conditions of this Agreement.
   2. Subject to you complying with the terms and conditions of this Agreement, Volt grants you a non-exclusive, non-transferable right to permit you and your Authorised Users to access and use the Volt Solution and Documentation during the Term solely for your legitimate business purposes.
   3. Volt may suspend the provision of the Volt Solution by giving you no less than 10 (ten) Business Days’ notice, in circumstances where it is necessary for Volt to update or maintain Volt’s system and/or the Volt Solution. Volt may also suspend the provision of the Volt Solution for unscheduled maintenance provided it does so outside Business Hours and provided Volt has used reasonable endeavours to give you at least 48 hours’ prior notice. You accept that Volt may in emergency circumstances be unable to provide advanced notice. In those circumstances, Volt will notify you as soon as it is practically able to do so. Volt will, in its notice, inform you of the timing, the duration and the reasons for the proposed suspension.
   4. Volt may suspend your right to access and use the Volt Solution immediately upon notice to you if Volt determines:
      1. that your (or an Authorised User’s) use of or access to the Volt Solution (i) poses a security risk to Volt, the Volt Solution or any third party; (ii) may adversely impact availability or performance of the Volt Solution or Volt’s system; (iii) may subject Volt to liability; (iv) may be fraudulent; or (v) may cause a breach of Applicable Laws; or
      2. that you are (or any Authorised User is) in breach of this Agreement.
   5. Volt will reinstate the suspended access once it has established the cause of the suspension under clause 5.4 has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, Volt may terminate this Agreement on notice.
6. VARIATION OF THE VOLT SOLUTION 
    
   1. During the Term and on the provision of thirty (30) days’ notice, Volt will be entitled to: 
       
      1. change the Volt Solution to improve the functionalities of the Volt Solution; and/or
      2. fix defects, bugs, malfunctioning or errors; and/or
      3. cure security vulnerabilities and assure compliance with any Applicable Laws.
   2. In the event of a change to the Volt Solution, you will upgrade your Merchant Website and system to implement the change to the Volt Solution. Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services until you carry out such upgrade.
7. PROVISION OF SERVICES
    
   1. Following satisfactory Integration of the Volt Solution, Volt will provide the Services commissioned by you (as identified in the Order Form) using its reasonable endeavours to comply in all material respects with the provisions set out in the services description in the relevant Services Schedule to this Agreement and with due skill, care and diligence in accordance with good industry practice and in compliance with all Applicable Laws.
   2. Volt confirms that its personnel assigned to the Services will possess such qualifications, skill and experience necessary for the proper performance of the Services and its other obligations under this Agreement.
8. VOLT’S OBLIGATIONS
   1. Volt undertakes that:
      1. it is able to perform the Services, and does not have any agreement with anyone else that restricts its ability to perform such Services;
      2. the Volt Solution will perform materially in accordance with the Documentation;
      3. to the best of its knowledge at the Effective Date, the Services and your normal use of the Volt Solution in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party; and
      4. in the event that any aspect of the Services is dependent upon licences from a third party, Volt will obtain all necessary rights, permissions and approvals and pay any and all royalties, fees or other compensation in connection with your use thereof, as applicable.
   2. To the extent permitted by Applicable Laws, the undertakings at clause 8.1 will not apply to the extent any non-conformance is caused by use of the Services or Volt Solution contrary to Volt’s instructions, or any modification or alteration of the Services or Volt Solution by any party other than Volt. Volt is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services, Volt Solution and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. Without prejudice to clause 8.2, if the Services and/or the Volt Solution do not materially conform with the undertakings at clause 8.1 Volt will: 
       
      1. investigate to seek to establish the cause of the non-conformance;
      2. determine whether a suitable workaround is available to provide you with an alternative means of accomplishing the affected performance and implement the same;
      3. discuss the outcome of its investigation in clause 8.3.1 with you and propose a set of remediation steps Volt considers appropriate promptly to remedy the identified cause of non-conformance; and
      4. use reasonable commercial endeavours to implement the remediation steps at its expense to correct any such non-conformance promptly.
   4. To the extent permitted by Applicable Laws, Volt’s compliance with clause 8.3 will constitute your sole and exclusive remedy for any failure to comply with clause 7.1 and/or for any breach of the undertaking set out in clause 8.1. However, in the event Volt fails to implement the remediation steps as set out in clause 8.3, such failure will constitute a material breach of this Agreement.
   5. Volt does not warrant that your use of the Services or Volt Solution will be uninterrupted or error-free, or that the Services, Volt Solution, Documentation and/or the information obtained by you through the Services will meet your requirements.
   6. To the extent permitted by law, Volt disclaims all other conditions, representations, warranties or other terms which might have effect between the Parties with respect to the Services, the Volt Solution or Documentation, or be implied or incorporated into this Agreement, whether by statute, common law or otherwise.
9. ACCEPTABLE USE 
    
   1. You (and your Authorised Users) will not, except as may be allowed by any Applicable Laws which is incapable of exclusion by agreement between the Parties:
       
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, reverse compile, disassemble, reverse engineer all or any portion of the Services, the Volt Solution and/or Documentation (as applicable) in any form or media or by any means;
      2. do or permit to be done anything which may adversely materially affect the reputation, goodwill or image of Volt;
      3. access or attempt to access any part or parts of the Volt Solution to which you have not been granted access to by Volt as evidenced in the Order Form;
      4. access all or any part of the Services, the Volt Solution and Documentation in order to build a product or provide a service which competes with the Services and/or, the Volt Solution;
      5. undertake any security testing of the Volt Solution without the prior written consent of Volt;
      6. attempt to obtain, or assist third parties in obtaining, access to the Services, the Volt Solution and/or Documentation, other than as provided under this Agreement; or
      7. introduce any Virus into the Volt Solution or Volt’s system (and will adopt and maintain cyber security measures, procedures and protections at least to a good industry standard).
   2. For the purposes of this Agreement, any breach of clause 9.1 will be a material breach of this Agreement.
10. AUTHORISED USERS
    1. You will:
       1. ensure that each Authorised User is a single individual;
       2. ensure that each Authorised User keeps any password(s) for the Volt Solution and Documentation secure and confidential and that such password(s) are changed no less frequently than once every ninety (90) days;
       3. ensure that Authorised Users do not share their password(s) with any other entity;
       4. disable Authorised Users passwords promptly when appropriate to do so, or notify Volt so that Volt may disable such user access;
       5. ensure that the Authorised Users use the Volt Solution and Documentation in accordance with the terms and conditions of this Agreement; and
       6. use your best endeavours to prevent any unauthorised access to, or use of, the Volt Solution. You will notify Volt promptly if you become aware of any such unauthorised access or use.
11. YOUR RESPONSIBILITIES 
     
    1. You will provide Volt with reasonable:
       1. co-operation in relation to the performance of this Agreement; and
       2. access to such information as may be required by Volt in order to provide the Services, including to Merchant Data, security access information and configuration services.
    2. You will:
       1. at all times comply with all Applicable Laws with respect to your activities under this Agreement;
       2. carry out your responsibilities set out in this Agreement in a timely and efficient manner;
       3. obtain and maintain all necessary licences, consents, and permissions necessary for Volt, its contractors and agents to perform their obligations under this Agreement, including without limitation, the Services;
       4. undertake appropriate back-ups to your Merchant Data so as to be able to restore such data and media in the event of data loss or corruption from any cause;
       5. ensure End Users are aware that the Payment Initiation Service is entirely independent of any contract between you and such End User;
       6. procure and maintain all network connections and telecommunications links to Volt’s data centres; and
       7. notify Volt promptly if you become aware of any Security Incident.
    3. Should you fail to comply with your obligations under this Agreement, without prejudice to any other right or remedy it may have, Volt will be relieved from the requirement to fulfil its obligations under this Agreement, will be granted an adjustment to any agreed timetable or delivery schedule as necessary and will be entitled to invoice you for any associated additional costs.
12. CHARGES
    1. You shall pay the Charges due to Volt as set out in the Order Form.
    2. Volt will be entitled to alter the Charges by the greater of 5% or the increase in the Consumer Prices Index (as published by the Polish Central Statistical Office) in the preceding 12 months once annually on providing you with sixty (60) days’ written notice. In addition, where a change to Applicable Laws results in Volt incurring additional costs to achieve compliance in relation to Volt’s obligations under this Agreement, Volt reserves the right to amend the Charges commensurately to reflect such additional or increased costs on no less than thirty (30) days' prior written notice.
    3. On or before the tenth (10th) day of each calendar month, Volt will invoice you for the Charges in electronic form by email together with information relevant to the calculation of the Charges in respect of the previous calendar month.
    4. You will make payment in full in cleared funds (in the currency specified in the invoice) within thirty (30) days of receipt of the invoice to a bank account nominated in writing by Volt from time to time.
    5. All Charges are exclusive of VAT which where applicable will be charged in accordance with the relevant regulations in force and will be paid by you against receipt from Volt of a valid VAT invoice at the time of making the relevant taxable supply thereof. If you are required to deduct or withhold any taxes from such payments, you shall pay Volt such additional amount as will, after such deduction or withholding has been made, leave Volt with the same amount as it would have been entitled to receive had no such deductions and withholding been made.
    6. All Charges payable to Volt under this Agreement will be paid in full without any set-off, counterclaim, exception, deduction or withholding (other than any deduction or withholding of tax as required by regulations). The Charges are non-refundable.
    7. If you fail to make payment in accordance with this clause 12 then Volt will be entitled to charge interest at a rate of 6% per year above the base rate of the European Central (such amount compounded on a monthly basis) until payment is made. If the interest referred to in the preceding sentence will exceed maximum interest for late payment permitted by Applicable Laws, Volt will be entitled to charge maximum interest for delay permitted by Applicable Laws.
13. INTELLECTUAL PROPERTY
    1. All Intellectual Property Rights belonging to a Party prior to the execution of the Agreement or created by a Party independently of the Agreement will remain vested in that Party. In the event that any Intellectual Property Rights arise out of the joint efforts of the Parties, those rights will vest in Volt unless otherwise agreed in writing.
    2. Volt owns all Intellectual Property Rights in the Volt Solution and the Documentation together with the Intellectual Property Rights in any improvement, enhancements, adaptation or development (“Improvement”) of the same (irrespective of who makes such Improvement). Should you make an Improvement, you will transfer all relevant Intellectual Property Rights to Volt and will sign or procure the signature of any documentation needed to effect such a transfer.
    3. Volt hereby grants you a non-exclusive, worldwide, royalty free, non-transferable and non-sub-licensable licence to use the Volt Solution and the Documentation for the Term of this Agreement.
    4. You shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Merchant Data provided to Volt by or on behalf of you.
    5. You confirm you have and will maintain all rights and consents necessary to provide Merchant Data to Volt for the purposes set out in this Agreement.
    6. Volt shall not acquire any right, title or interest in or to your Merchant Data and you shall not acquire any right, title or interest in or to the Aggregated Data.
    7. You hereby grant Volt a limited, non-exclusive, royalty-free, non-transferable licence together with the right to grant sub-licenses to its Subcontractors, to collect, store, aggregate, analyse or otherwise process and use your Merchant Data to facilitate Volt to:
        
       1. perform its obligations under this Agreement and to create Aggregated Data;
       2. address security and operational issues concerning the Volt Solution; and
       3. improve and develop existing services, technologies, products and/or software and developing new services, technologies, products and/or software, provided that any Personal Data needed for the above purposes is anonymised or pseudonymised.
    8. You agree that Volt may use Aggregated Data for its internal purposes and share such Aggregated Data with third parties, as long as doing so does not disclose or otherwise identify you or any Authorised User.
    9. You warrant and represent that Volt’s and its Subcontractors’ use of the Merchant Data provided by you to Volt in accordance with the rights granted under this Agreement will not:
        
       1. infringe the rights of any third party;
       2. breach any laws or regulations;
       3. give rise to any cause of action against Volt or its Subcontractors, in each case in any jurisdiction and under any Applicable Laws.
    10. If Volt is requested by you to install Third Party Content on its system, you warrant and represent you hold all such consent and license necessary to permit such installation and hold Volt harmless from any loss, cost or damage howsoever incurred from the breach of such warranty and representation.
    11. You grant Volt a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use, or incorporate into the Volt Solution, any enhancement requests or feedback provided by you.
14. VOLT BRANDING 
     
    1. Unless agreed otherwise in the Order Form, you shall include the Volt Branding on your Merchant Website as set out in the Brand and Style Guidelines.
    2. Subject to your compliance with clauses 14.3 to 14.8 inclusive, Volt hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Volt Branding during the term of this Agreement, to:
       1. include the Volt Branding on your Merchant Website to advertise the option to pay for Merchant Products and Services using the Payment Initiation Service;
       2. to generally market the Payment Initiation Service (and other Services) as part of the payment methods that you offer to your customers; and
       3. at all times in compliance with the Brand and Style Guidelines and any other specifications, standards and directions relating to the Volt Branding as notified in writing by Volt from time to time.
    3. You shall ensure that your use of the Volt Branding shall in no way reduce or diminish the reputation, image and prestige of the Volt Branding. You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Volt Branding or the reputation or goodwill associated with the Volt Branding, Volt or the Volt Group, or that may invalidate or jeopardise any registration of the Volt Branding.
    4. You shall not use in your business any other trade mark confusingly similar to the Volt Branding and shall not use the Volt Branding or any word confusingly similar to the Volt Branding as, or as part of it, your corporate or trading name, or as part of any domain name.
    5. You shall not apply for, or obtain, registration of:
       1. the Volt Branding for any goods or services in any country; and/or
       2. any trade or service mark in any country which consists of, or comprises, or is confusingly similar to the Volt Branding.
    6. You shall immediately notify Volt in writing giving full particulars, if any of the following matters come to your attention:
        
       1. any actual, suspected or threatened infringement of Intellectual Property Rights in the Volt Branding;
       2. any actual or threatened claim that Intellectual Property Rights in the Volt Branding are invalid;
       3. any actual or threatened opposition to Intellectual Property Rights in the Volt Branding; and/or

       4. any other form of attack, charge or claim to which the Intellectual Property Rights in the Volt Branding may be subject, 

          and shall not make any admissions relating to these matters, other than to Volt, and shall provide Volt with all assistance that it may reasonably require in the conduct of any claims or proceedings.

    7. Volt makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Volt Branding nor as to whether the same infringe on any Intellectual Property Rights of third parties.
    8. Volt may at any time and for any reason, require you to change any use of the Volt Branding (and/or remove/replace any Volt Branding), in which case you shall promptly do so.
15. CONFIDENTIALITY OBLIGATIONS
     
    1. The Parties expect that Confidential Information of each Party may be disclosed to, learnt, developed or otherwise acquired by the other.
    2. The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.
    3. Clause 15.2 will not apply to the extent that the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its Group, or any Subcontractor in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party will ensure that every person to whom disclosure is made pursuant to this clause 15 uses such Confidential Information solely for such purposes, and complies with this clause 15 to the same extent as if it were a Party to this Agreement.
    4. Clause 15.2 will not apply to any Confidential Information to the extent that:
       1. such Confidential Information is in the public domain at the Effective Date, or at a later date comes into the public domain, where such Confidential Information has come into the public domain other than as a result of breach of this Agreement;
       2. the Receiving Party can show that such Confidential Information was known to it before receipt pursuant to this Agreement, and had not previously been obtained or otherwise learnt under an obligation of confidence;
       3. the Receiving Party obtains or has available to it, such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;
       4. such Confidential Information is required by Applicable Laws or recognised stock exchange to be disclosed by the Receiving Party provided that the Receiving Party will, where not prohibited, give to the Disclosing Party prompt notice of such request and the opportunity to oppose such disclosure or obtain a protective order at its request;
       5. the Receiving Party can show such Confidential Information was independently developed or created by or on behalf of itself or any member of its Group otherwise than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information; or
       6. Information which the Disclosing Party confirms in writing is not required to be treated as Confidential Information.
    5. Each Party as a Receiving Party agrees to implement and maintain reasonable security measures to safeguard the Disclosing Party’s Confidential Information from unauthorised access, use or disclosure and to ensure proper and secure storage of all Confidential Information and any copies thereof. Such measures will be at least the same standard, whichever is the higher, as:
       1. the Receiving Party keeps its own Confidential Information; or
       2. the standard reasonably accepted as in line with the practices practiced in the same market.
    6. The Receiving Party will not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
    7. Upon the termination or expiration of this Agreement or otherwise at the request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all documents or materials in its control, custody or possession which contain, reflect, incorporate or are based on the Disclosing Party’s Confidential Information and not retain any copies, extracts or other reproductions thereof or will at the request of the Disclosing Party destroy all of the Disclosing Party’s Confidential Information (erasing all Confidential Information from its computer systems or which is stored electronically) and certify in writing to the Disclosing Party that it has complied with the requirements of this clause.
    8. The obligations laid down in this clause 15 will remain the responsibility of each of the Parties, even after the termination or expiration of the Agreement on any ground, for the period of five (5) years from the said termination or expiration. With reference to any Confidential Information expressly identified as a trade secret, as defined by at subsection 1 of Article 2 of the European Directive 943/2016, confidentiality obligations will extend indefinitely until a time when such information ceases to be a trade secret.
    9. Notwithstanding the provisions of this clause 15, you agree that Volt shall be entitled to include your name and standard logo (as published by you) in Volt’s list of customers on its website and in its promotional materials. Volt shall be entitled to use such list and promotional materials freely in its commercial efforts. Any other use of your name, logo or information shall only occur with your prior written approval.
16. DATA PROTECTION
     
    1. In this clause 16, the terms "controller", "data subject", "personal data" and "processing" shall have the meaning given in the Data Protection Legislation relevant to the processing in question.
    2. The Parties acknowledge and agree that, except as set out at clause 16.6, each is a separate data controller in respect of personal data which is shared and processed by the Parties pursuant to this Agreement relating to each Party’s personnel and Authorised Users.
    3. Each Party shall, and shall procure that its personnel and agents to comply with:
       1. Data Protection Legislation when it processes personal data in connection with this Agreement; and
       2. good industry practice relating to data protection, and implementation and maintenance of information security policies, processes and back-up systems.
    4. You shall provide each member of your personnel whose personal data is provided to Volt a copy of Volt’s privacy notice, located at https://www.volt.io/generalprivacy.
    5. Without limitation to clause 16.3 the Parties agree to:
       1. only process the data for the purposes agreed between the Parties from time to time, namely the fulfilment of each Party’s obligations under this Agreement and the provision of the Services to End Users;
       2. ensure that all data subjects are notified, in a manner that complies with Data Protection Legislation, about the nature of the data being shared, the type of recipient that will be receiving the personal data and the nature of the activities that will be carried out by the respective parties;
       3. ensure that the personal data they share is accurate and, where necessary, kept up to date;
       4. respond to requests or notices from data subjects as required as a data controller and, where a request or notice received by a Party relates to the other Party's processing, notify the data subject that the other Party is a separate data controller and that the data subject should contact the other Party separately if he or she wishes to send a notice or make a request to that Party;
       5. notify the receiving Party without undue delay where it receives a request from a data subject that might reasonably be expected to affect the receiving Party's data processing;
       6. notify the receiving Party as soon as reasonably practical (in writing with full details) if it suspects or becomes aware of any breach of security of personal data, or loss or corruption or deletion of, or damage to personal data which has been shared with the receiving Party where this has the potential to cause business disruption or reputational damage to the receiving Party; and
       7. ensure that personal data will not be kept for longer than necessary and will be destroyed in an appropriate manner when no longer required.
          
          Data Processor Obligations
           
    6. In certain circumstances, Volt may act as a data processor on behalf of you in relation to certain activities (“Processing Activities”) where it procures or provides data processing services on behalf of you as set out at clause 16.7 (the “Processing Services”).

    7. The table below sets out the subject matter and the duration of the processing, the nature and purpose of the processing under this Agreement, the types of personal data that Volt will process and the categories of data subject whose personal data is processed:
       
        

       Required details	Description
       Subject matter	The provision of the Services to you.
       Duration of processing	The Term of this Agreement plus the period following the expiry or termination of this Agreement until the destruction or return of all your personal data in accordance with the requirements of this Agreement.
       Nature and purpose of the processing	Volt will process your personal data for the purpose of providing the Services to you in accordance with the terms of this Agreement.
       Data subjects	a) employees, temporary workers or contractors of you or your Group; b) customers of you or your Group; and/or; c) employees, temporary workers or contractors of (i) third party suppliers to you and/or your Group; and (ii) corporate customers of you and/or your Group.
       Categories of data	Full name, email address, home address, phone number, mother’s maiden name, full date of birth, user names combined with passwords, location information, cookies and online identifiers, security questions plus answers, unique financial identifiers (e.g. credit card number), scanned or photocopied images of passports or driving licenses.
       Special categories of data (if applicable)	n/a

    8. Where you appoint Volt as your data processor for the purposes of providing the Processor Services as indicated in clause 16.6, you authorise Volt to subcontract such processing to third parties provided that such subcontracting complies with clause 16.12 of this Agreement.
    9. Where Volt acts as a data processor, it undertakes to you that it shall comply with this Agreement, and that it shall only process personal data shared as part of a Processing Activity as a data processor. In particular, Volt shall:
       1. process the personal data only in accordance with written instruction from you (as set out in this Agreement or as otherwise agreed between the Parties) and not for Volt’s own purposes, unless the Parties agree that Volt acts as a data controller for certain data processing (in which case, clauses 16.1 to 16.5 inclusive shall apply to those activities). If Volt is required to process the personal data for any other purpose by European Union or Member State law to which it is subject, it shall inform you of this requirement before the processing, unless that law prohibits this on important grounds of public interest;
       2. notify you if, in Volt’s opinion, an instruction for the processing of personal data given by you infringes applicable Data Protection Legislation;
       3. taking into account the nature of the processing, assist you by appropriate technical and organisational measures and in so far as it is possible, in fulfilling your obligations to respond to requests from data subjects exercising their rights;
       4. taking into account the nature of the processing and the information available to Volt, assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR;
       5. implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected and the nature of the processing;
       6. ensure that personnel required to access the personal data have committed to keep personal data confidential and comply with the obligations set out in this clause 16 or are under an appropriate statutory obligation of confidentiality;
       7. at the end of the Processor Services, upon your request, securely destroy or return personal data to you and delete existing copies (unless European Union or Member state law requires or permits Volt to continue storing the personal data, or the personal data is otherwise held by Volt as a data controller in accordance with this Agreement); and
       8. allow you and your respective auditors or authorised agents to conduct audits or inspections during the term of the Agreement which will include providing reasonable access to the premises, resources, personnel, Volt or Volt’s Subcontractors used in connection with the provision of the Processor Services, and provide all reasonable assistance in order to assist you in exercising your audit rights under this clause 16.9.8. The purposes of an audit pursuant to this clause 16.9.8 includes verifying that Volt and its Subcontractors are processing personal data in accordance with the obligations under this Agreement and applicable Data Protection Legislation. The scope, timing and cost of any audit to be carried out under this clause shall be agreed in writing by the Parties in advance.
    10. If Volt becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that Volt processes in the course of providing the Processor Services, it shall notify you without undue delay.
    11. Volt must not give access to or transfer any personal data to any third party (including any Group companies or Subcontractors) without the prior written consent of you. You consent to Volt appointing Subcontractors as necessary to perform the Processor Services as listed in the table at clause 16.7 and subject to clause 16.12 below.
    12. Where you do consent to Volt engaging a Subcontractor to carry out any part of the Processor Services, Volt must:
        1. ensure the reliability and competence of the third party, its employees and agents who may have access to the personal data;
        2. include in any contract with the third party, provisions which are the same or substantially similar to those in this clause 16 and as are required by applicable Data Protection Legislation; and
        3. inform you of any intended changes concerning the addition or replacement of any Subcontractors. You shall have the right to object to, and prevent, any such addition or replacement of Subcontractors within such class.
    13. For the avoidance of doubt, where a third party fails to fulfil its obligations under any sub-processing agreement or any applicable Data Protection Legislation, Volt will remain fully liable to you for the fulfilment of Volt’s obligations under this clause 16.
    14. Volt shall not transfer the personal data outside the EEA without the prior written consent of you and by taking such steps as may reasonably be requested by you on an ongoing basis to ensure there is adequate protection for such personal data in accordance with applicable data protection laws. Each Party gives its approval, in this Agreement, to transfers of personal data which are within the EU Equivalent Protection Area, and also to Volt entering into Standard Contractual Clauses (in the form adopted by decision 2010/87/EU of 5 February 2010, or as subsequently replaced, and with Appendices substantially in the form of the table set out at clause 16.2) with a relevant Subcontractor on your behalf in order to provide adequate protection for such personal data.
    15. If the European Commission lays down, or an applicable supervisory authority adopts, standard contractual clauses for the matters referred to in Article 28(3) and Article 28(4) of the GDPR pursuant to Article 28(7) or Article 28(8) of the GDPR (as appropriate) and the Parties agree that they wish to incorporate any element of any such standard contractual clauses into this Agreement, the Parties shall enter into appropriate discussions to agree to such changes to the Agreement as are reasonably required.
    16. Volt shall not perform its obligations under this clause 16 in such a way as to cause you to breach any of its obligations under applicable Data Protection Legislation.
17. INDEMNITIES
    1. You indemnify and hold Volt, its Group and Subcontractors harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses arising from any third party claims or actions arising out of or in connection with: 
        
       1. your or your Authorised Users’ use (or misuse) of the Volt Solution in breach of this Agreement;
       2. breaches of this Agreement and of any Applicable Laws by you; and/or
       3. your Merchant Products and Services.
    2. You shall give Volt prompt notice of any contact from any Regulatory Body or law enforcement authorities which may invoke the provisions of clause 17.1.
    3. Subject to the provisions of this clause 17.3, clause 17.4 and clause 17.5, Volt shall indemnify you and hold you harmless in respect of all damages and reasonable costs (including court costs and legal fees) awarded by a court of competent jurisdiction arising directly from any claim that your use of the Services or access to the Volt Solution and/or Documentation infringes a third party’s intellectual property rights (an “IPR Claim”) provided that:
       1. you shall give Volt prompt notice of any actual or threatened IPR Claim;
       2. you shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of Volt;
       3. Volt shall be entitled at any time to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);
       4. you shall, at Volt's request, cost and expense, give Volt all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable Volt to assume conduct of the IPR Claim pursuant to clause 17.3.3); and
       5. you take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this clause 17.3.
    4. If any IPR Claim is made, or in Volt's reasonable opinion is likely to be made, against you, Volt may at its option and expense:
       1. obtain for you the right to continue using the Volt Solution in the manner permitted under this Agreement; or
       2. modify or replace the infringing part of the Volt Solution so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Volt Solution; or
       3. terminate this Agreement immediately by providing written notice to you.
    5. Under no circumstances shall Volt be liable to you under clause 17.3 or 17.4 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to the Volt Solution other than by Volt; (b) any use of the Volt Solution by you in a manner contrary to Volt's instructions and/or in breach of this Agreement; or (c) your use of the Volt Solution after notice or becoming aware of the actual or threatened IPR Claim.
18. LIMITATION OF LIABILITY
     
    1. Nothing in this Agreement shall limit or exclude either Party's liability to the other for:
       1. any liability arising under any indemnity provided under this Agreement;
       2. death or personal injury caused by negligence;
       3. fraud or fraudulent misrepresentation by it or its employees; or
       4. any other liability that cannot be excluded or limited by Applicable Law.
    2. Subject to clause 18.1 neither Party shall be liable to the other whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise, even if such Party has been advised of the possibility thereof, for:
       1. any loss of profits, loss of business, loss of savings, depletion of goodwill and/or similar losses, or pure economic loss or any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or
       2. any special, indirect, exemplary, punitive, incidental or consequential loss or damage whatsoever.
    3. Provided that Volt has performed its obligations under this Agreement, Volt shall have no liability to you if you fail to receive any amount into your External Account.
    4. Subject to clauses 18.1 and 18.2 and 18.3 the maximum aggregate liability of each Party to the other under or in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise, shall not exceed:
       1. in relation to any event or series of events giving rise to a claim during a Contract Year, an amount equal to the total amount of Charges received by Volt under this Agreement from you in the relevant Contract Year (to be ascertained at the end of the relevant Contract Year); and
       2. in relation to all events or series of events giving rise to a claim which occur after the end of the Term, an amount equal to the total Charges received by Volt from you under this Agreement in the last complete Contract Year prior to the termination of this Agreement.
    5. For the purposes of this clause 18 “Contract Year” means any twelve (12) month period commencing on the Effective Date and any anniversary of that date, and a claim will fall within a particular Contract Year where the event which is the basis of the claim or the first event in a series of events forming the basis of the claim occurred during that Contract Year.
19. TERM AND TERMINATION
     
    1. This Agreement will commence on the Effective Date and will continue in force unless terminated in accordance with this clause 19 for an initial term of two (2) years ("Initial Term") unless otherwise specified in the Order Form at the end of which the Agreement will automatically renew for a further twelve (12) months unless either Party has served prior written notice of termination of at least sixty (60) days at the end of the extension term and subsequent extension terms the same renewal process will occur.
    2. Without prejudice to any other rights pursuant to Applicable Laws and this Agreement, if either Party is in material breach of any term of this Agreement, the other Party will have the right to terminate this Agreement: 
        
       1. with immediate effect, at its discretion, if such breach is irremediable, or;
       2. if such breach is remediable and the other Party fails to remedy such breach within fourteen (14) days of written notice via registered mail of any such breach.
    3. Either Party may by written notice to the other Party immediately terminate this Agreement where in its reasonable opinion, the other Party loses the ability to perform its obligations as they become due, and specifically, it is considered, within the meaning of law, and in particular the Bankruptcy Law or Restructuring Law, to be unable to pay its debts, or stops repaying all of its debts or a particular group thereof, or declares in writing its intention to stop the repayment of the above mentioned debts.
    4. Volt may terminate this Agreement immediately on written notice where it deems it necessary to do so for compliance with Applicable Laws.
    5. Volt may terminate this Agreement and/or suspend your access to and use of the Volt Solution, Volt API and Volt Branding immediately if:
       1. you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
       2. where you subscribe for a Volt Account, you fail to use Volt Account service as intended and your Volt Account is dormant for at least ninety (90) days;
       3. Volt is instructed to terminate this Agreement by a Regulatory Body (or any other person appointed by them) including if the Regulatory Body (or any other person appointed by them) is no longer in a position to effectively supervise Volt;
       4. Volt believes (in its sole discretion) that by continuing to provide the services under this Agreement Volt would be in breach of Applicable Laws or you have failed to provide any information requested by Volt under clause 3.3 within seven (7) days of the date of request;
       5. there has been a material increase in the risk profile of you since KYC Checks were carried out (or updated);
       6. Volt has reasonable grounds to suspect that: (i) you may be breaching any Applicable Laws with respect to your activities under this Agreement; or (ii) you are engaged (or will be engaged) in activities that can harm the reputation of Volt;
       7. in Volt's reasonable opinion, it is required to prevent any imminent threat to the security of the Volt Solution and/or Volt API;
       8. the cooperation between Volt and any Technical Service Provider involved in the provision of the Payment Initiation Service ceases or is terminated for any reason, unless Volt represents that it has entered into another agreement with an alternative third-party technical service provider (that is licensed and/or passported within the European Union to provide the Payment Initiation Service) which shall enable Volt to continue providing the Volt Solution. In the latter case, the Parties may renegotiate the terms of this Agreement which may need to be modified according to the new circumstances; or
       9. where you access and use the Volt Solution via a Partner (pursuant to clause 4.2), Volt’s relationship with that Partner ceases or is terminated for any reason, or your Integration with that Partner terminates.
20. CONSEQUENCES OF TERMINATION AND EXPIRATION 
     
    1. The Parties agree that in case of the expiration or termination of this Agreement for any reason:
       1. you will pay before the expiration or termination date any outstanding unpaid Charges upon receipt of the relevant invoice;
       2. Volt will not delete the existing Merchant Data until the Retrieval Period or the Transfer Period under clauses 20.1.3 and 20.1.4 have expired;
       3. upon request by you after the termination or expiration date (and to be sent to you by Volt within fifteen (15) days of Volt receiving such request), you will be entitled to retrieve Merchant Data stored on the Volt Solution in a structured and widely-used format, capable of ensuring portability of Merchant Data, for a period of thirty (30) days after the expiration or termination date ("Retrieval Period"). Should Volt be requested to assist the retrieval process it will be entitled to charge you for its reasonable costs in doing so;
       4. upon request of you to be sent within fifteen (15) days after the expiration or termination date, Volt, at your expense, will transfer Merchant Data in the format under clause 20.1.3 to you or to any third party designated by you within the agreed timing ("Transfer Period");
       5. once the Retrieval Period has expired, or upon completion of the Transfer Period, Volt will definitively destroy copies of, and erase, all Merchant Data stored in the Volt Solution and all storage media and provide proof thereof to you within thirty (30) days following the expiration of the Retrieval Period or the Transfer Period, as applicable. You have the right to ask the deletion of Merchant Data without any retrieval or transfer of Merchant Data;
       6. at Volt’s request, you will return or erase any Volt Content, Documentation, data or Software delivered or licensed to you for the purposes of providing the Volt Solution;
       7. the Parties may agree any other possible activities or services connected with the expiration or termination of this Agreement upon the mutual agreement of the Parties on the terms and conditions of such activities.
    2. Without prejudice to clause 20.1, in case of termination or expiration of the Agreement the following provisions will apply:
        
       1. the rights, remedies, obligations or liabilities of either Party which have accrued up to the date of termination or expiry, will not be affected;
       2. you will stop any use of and immediately return to Volt any equipment, material, Software, Documentation or Confidential Information of Volt and you will be responsible for their loss or for any damage occurred thereto up to the return to Volt. You may not withhold such delivery for any reason, including because a dispute is ongoing;
       3. all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the Volt Solution; and
       4. any provisions of this Agreement which expressly, or by implication, are intended to come into or remain in force on or after termination or expiry of this Agreement, will remain in full force and effect.
21. SUBCONTRACTING
    1. Volt may subcontract any or all of the Services under this Agreement to other members of Volt’s Group or to Subcontractors.
    2. Volt will use reasonable endeavours to procure that its Subcontractors comply with the terms of this Agreement and will be liable for any breaches of the obligations hereunder by such parties.
    3. Volt will:
       1. remain your sole point of contact regarding the Services, including with respect to payment of the Charges; and
       2. not disclose Confidential Information of you to a Subcontractor unless and until such Subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Volt under this Agreement.
    4. Notwithstanding the above, the Parties agree that while Volt may subcontract the performance of appropriate obligations to Amazon Web Services ("AWS") as an approved Subcontractor. Volt’s liability to you for breaches of any such subcontracted obligations by AWS will in all circumstances be limited to such recovery as Volt achieves from AWS in respect of such breaches.
22. NOTICE
    1. Unless otherwise agreed, all communications between the Parties shall be in the English language.
    2. Any notice sent by a Party under this Agreement shall be sent by prepaid registered mail or by e-mail to the relevant contact persons set out in Clause 22.3, except that the following notices may not be delivered by e-mail: 
        
       1. any notice of a dispute;
       2. any notice under clause 24.2 (Force Majeure), each a “Formal Notice”.

    3. The details of the parties for the purpose of delivery of notices are as follows: 
       Volt
        

       For attention of	Legal Department
       Address	42 Berners Street, London, W1T 3ND, United Kingdom
       Email	legal@volt.io

       
       Merchant (You)
       As set out in the Order Form under the heading “Merchant details for notices”.

    4. Each Party may alter the above details which relate to itself and must promptly notify the other Party of any such change by a Formal Notice in accordance with this clause 22. The change will take effect seven (7) days after the day on which the Formal Notice of the change is deemed to be delivered in accordance with clause 22.5.
    5. A notice shall be deemed delivered on the date of recorded delivery for registered mail or one (1) Business Day after it has been sent by e-mail.
    6. The sender of a notice must:
       1. where the notice is delivered by email, send the notice as a pdf attachment and keep a saved sent copy of the email; or
       2. where the notice is delivered by recorded delivery or any equivalent postal service, keep a receipt issued by the relevant postal service.
23. CORPORATE OPT-OUT PROVISIONS
    1. Each Party agrees that the Corporate Opt-Out Provisions under the Payment Services Regulations (PSRs) shall apply to the agreement and: 
        
       1. all provisions set out in Part II (excl. Article 32a) and Article 51, 34, 35-37, 40(3) and (4), 45, 46(2)-(5), 47, 48, 51 and 144-146 of the PSRs are excluded;
       2. the time period for notifying Volt of any unauthorised or incorrectly executed payment under Article 44(2) of the PSRs is amended to thirty (30) days.
24. GENERAL PROVISIONS
     
    1. You shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Agreement, or with any or all of your rights or obligations under this Agreement, without the prior written consent of Volt (which may be withheld at Volt’s absolute discretion). Volt may at any time assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Agreement, or with any or all of its rights or obligations under this Agreement, provided that it has given prior written notice of such dealing to you. You shall execute any document reasonably required by Volt to give effect to any such dealing.
    2. Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except, in the case of you, payment of the Charges) if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (including, in the case of Volt, its own workforce), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of suppliers or Subcontractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either Party may terminate this Agreement by giving twenty (20) days' written notice to the other Party.
    3. Volt may audit your compliance with this Agreement and you shall provide all reasonable assistance and information to Volt necessary to enable Volt to conduct such audits, including to establish that the Volt Solution is only being accessed and used in accordance with this Agreement.
    4. Where you receive any complaint from an End User in relation to any Service provided by Volt to an End User, you shall:
       1. within one (1) Business Day of receipt of such complaint, refer the End User to support@volt.io raise a complaint with Volt;
       2. promptly inform the End User in a response (which shall be subject to Volt's sign-off (acting reasonably)) prior to it being sent to the End User) of why the complaint has been forwarded to Volt, and include Volt's contact details in such response; and
       3. provide to the End User with any transaction reference and all cooperation reasonably required by Volt in order to resolve the complaint and achieve the best possible outcome for all parties.
    5. The following provisions apply in respect of amendments to this Agreement:
        
       1. Non-material amendments: Volt, acting in its sole discretion, may make non-material amendments to this Agreement from time to time.
       2. Material amendments: Volt may make material amendments to this Agreement from time to time by providing thirty (30) days’ prior notice to you (an “Update Notice”). Any material changes to this Agreement will be binding on you from the date set out in the Update Notice. If you do not agree to the changes to this Agreement as identified in an Update Notice, you may terminate this Agreement by providing written notice to Volt in advance of the date on which the amendments would become binding, save that this termination right does not apply for any changes to this Agreement that are required for compliance with Applicable Laws. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Volt Solution and/or receiving Services, you agree that it consents to any such changes to this Agreement.
    6. Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.  Volt and you may agree to rescind or vary this Agreement without the consent of any other person or entity.
    7. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement will not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance will not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach will not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement will, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the Party granting it and is communicated to the other Party.
    8. This Agreement (together with all Schedules and other documents referred to herein) constitutes the entire agreement between the Parties and, to the extent permissible by law, it supersedes any and all prior agreements, understandings, promises, warranties and representations made by each to the other concerning this subject matter. The Schedules and other documents referred to herein will be governed by the terms and conditions of this Agreement as well and made a part hereof.
    9. Each Party confirms that in entering into this Agreement it does not rely on any oral or written statement, collateral or other warranty, assurance, undertaking promise or representation made by the other Party (“Pre-Contractual Statements”) other than those as are set out expressly in this Agreement. Each Party waives all rights and remedies which might otherwise be available to it in relation to any Pre-Contractual Statement provided that nothing shall exclude or limit the liability of either Party arising out of any pre-contractual fraudulent misrepresentation or from fraudulent concealment.
    10. Should any provision of this Agreement be deemed unenforceable, invalid or illegal, the remaining provisions will nevertheless continue in full force and effect. The remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the Parties. The Parties further agree that any such illegal, invalid or unenforceable provisions will be deemed replaced with valid, legal and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid, illegal or unenforceable provisions.
    11. Volt is providing the Services as an independent contractor. Nothing herein contained will be deemed to create an agency, joint venture, partnership or fiduciary relationship between the Parties hereto. Neither Party may bind the other to any agreement with anyone else based upon this Agreement.
    12. Unless otherwise expressly stated in this Agreement, all remedies provided in this Agreement based on a Party's failure of performance will be cumulative and in addition to all other remedies.
    13. This Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with Polish law.
    14. The Parties agree that the courts of Republic of Poland shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 - DEFINITIONS AND INTERPRETATION

1. The following interpretation rules apply:
    
   1. a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
   2. the Schedules hereto form part of this Agreement and will have effect as if set out in full in the body of this Agreement;
   3. a reference to a "company" will include any company, corporation or other corporate body, wherever and however incorporated or established;
   4. unless the context otherwise requires, words in the singular will include the plural and words in the plural will include the singular;
   5. a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement;
   6. a reference to "writing" or "written" includes e-mail;
   7. any obligation on a Party not to do something includes an obligation not to allow that thing to be done; and
   8. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the preceding phrase.
2. The following definitions apply to this Agreement:

"Account Information" means, in relation to an End User, information on one or more Payment Accounts held by that End User with a Payment Service Provider or with more than one Payment Service Provider;

“Account Information Services” or “AIS” has the meaning given to it in regulation 3(6) of the Payment Services Regulations;

“Aggregated Data” means, aggregated, pseudonymised or non-identifying information obtained by Volt through the provision of the Volt Solution and performance of the Payment Initiation Service, such as statistics about your customers and their users and traffic patterns;

"Applicable Laws" means legislation, regulations, codes of practice, guidance and other requirements or directions of any relevant government, governmental, competent Regulatory Body or other relevant body; 

“Approved Currency” means the currency the Volt Account funds are held in, as set out in the Order Form;

"ASPSP" means a third-party payment account servicing payment services provider that has been licensed to operate Payment Accounts and provide and execute payment services in accordance with Directive (EU) 2015/2366 (PSD2) and/or the Payment Services Regulations (as applicable); 

"Authorised Users" means those persons who are authorised by you to use the Volt Solution and the Documentation in accordance with this Agreement;  

“Bankruptcy Law” means Act of 28 February 2003 on Bankruptcy Law (unified text in Journal of Laws of 2022, item 1520, as amended);

"Brand and Style Guidelines" means the brand and style guidelines relating to the Volt Branding notified by Volt to you, as may be updated by Volt from time to time;

"Business Days" means any day which is not a Saturday or Sunday or a bank or public holiday in the countries from which the Services are performed.

"Business Hours" means between 8.00 am and 6.00 pm during Business Days;

“Circuit Breaker" is the anti-fraud tool which Volt provides to you via the Fuzebox Portal, as the same may be updated from time to time whose specification and more particular description is available at https://docs.volt.io/circuit-breaker/ as the same may be updated from time to time;

"Charges" means collectively the charges payable by you to Volt, as described in the Charges Schedule of this Agreement and specified in the Order Form; 

"Confidential Information" means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the disclosing Party (hereinafter, "Disclosing Party") to the receiving Party (hereinafter, "Receiving Party") in writing, orally, through visual means, or by the Receiving Party’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the Effective Date of this Agreement, owned or controlled by the Disclosing Party. Confidential Information will include i) Merchant Data; ii) the Charges and any applied discount; iii) the trade secrets, discoveries, know how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information, and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the Parties’ customers, which is of a confidential nature; and iv) all the information under point iii concerning or related to the Group of the Disclosing Party;

"Controller" or "Data Controller" means the natural or legal person, public authority, organisation, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data;

"Contract Year” means as described in clause 18.5; 

“Corporate Opt Out” means if the payment service user is not a consumer, both parties to the contract will exclude or amend certain provisions of the Payment Services Regulations; 

"Data Protection Legislation" means the GDPR, the Directive on Privacy and Electronic Communications 2002/58/EC and national data protection laws and regulations enacted under those laws or otherwise, and any successor laws and regulations as amended from time to time and any and all other Applicable Laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;

"Data Subject" means an identified or identifiable person to whom the Personal Data relate;

"Documentation" means all and any user specifications, guides and operating or other similar manuals and/or documentation, provided in hard copy or soft copy, necessary to enable you to make full and proper use of the Volt Solution and/or the Services;

"Effective Date" means the date of this Agreement;

"End User" means a natural or legal person who has executed the End User Terms of Service and who intends to initiate a transfer from its Payment Account to you in order to pay for Merchant Products and Services; 

“End User Terms of Service” means those terms of service between Volt and the End User in respect of the Payment Initiation Service;

“External Account” means any payment account (for instance, a bank account);

“Fuzebox Portal” means Volt’s software application described at https://docs.volt.io/fuzebox/;

"GDPR" means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679 and as relevant ii) the UK GDPR, as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; 

"Group" means in relation to each Party, means that Party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time; 

“IBAN” means International Bank Account Number and is a specific code that identifies your specific merchant account.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and proprietary rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Initial Term” means as described in clause 19.1;

“Improvement” means as described in clause 13.2;

“KYC Checks” means know-your-client checks, as referred to in clause 3.1;

"Matchmeter” means the End User matching service provided by Volt to you, as further described in the Services Schedule; 

“Matchmeter Score” means the matching score provided by Volt to you in respect of an End User, as part of Matchmeter;

"Merchant Account” means the Volt Account, or where you have not opted to receive a Volt Account, your selected External Account;

"Merchant Data" means any and all data, information and content which is i) uploaded, stored or installed by you and/or any Authorised User onto the Volt Solution or ii) created, realised or developed by you and/or any Authorised User while using the Volt Solution, including, data, information, software, data-base, documents, pictures, images, photographs, text, files, music, video;

"Merchant Products and Services" means the products and/or services that are offered by you via your Merchant Website and are, following the successful completion of the Integration in accordance with this Agreement, available to be paid for by End Users by using the Payment Initiation Service;

“Merchant Website” means the website and its subdomains, mobile application or similar related platforms or interfaces as identified in the Order Form under the heading “Merchant Website” through which you, following the successful completion of the Integration in accordance with this Agreement, enable End Users to use the Payment Initiation Service; 

“Minimum System Requirements” means the system and technical environment that at least satisfies the minimum system requirements set out in the Documentation, which is required to be able to operate the Volt Solution, as referred to in clause 4; 

“Notification” means a transaction status displayed on the Fuzebox Portal; 

"Order Form" means a document setting out the commercial terms and any special terms upon which Volt provides the Volt Solution to you; “Partner” means as described in clause 4.2; 

“Partner Services" means, where you are Integrating with a Partner pursuant to clause 4.2, the payment services, which Partner provides to your customers (via the Partner Solution) to enable your customers to pay for the Merchant Products and Services, which will, following the Integration, include the provision to End Users of the Payment Initiation Service;

“Partner Solution” means, where you are Integrating with a Partner pursuant to clause 4.2, the business solution provided by Partner by way of remote internet access, which allows your customers to pay for Merchant Products and Services using the Partner Services (and will, following the Integration, include the provision of the Payment Initiation Service to End Users);

"Party" means you or Volt (together, the "Parties");

“Payment Account” means the payment account provided by the ASPSP to the End User and operated by an End User when initiating a transfer;

"Payment Initiation Service" means the payment initiation service (as defined in Directive (EU) 2015/2366 (PSD2) and/or the Payment Services Regulations, as applicable) which Volt is providing to the End Users for the purposes of enabling such End Users to pay for Merchant Products and Services via the Volt Solution;

“Payment Services” means maintaining the Volt Account for you and providing related payment services (as described the Volt Account Service Schedule); 

“Payment Services Provider” and “PSP” means a provider of payment services, including without limitation, credit institutions, electronic money institutions and payment institutions, as defined in the relevant laws and regulations; 

"Payment Services Regulations" and “PSRs” means the Payment Services Act of 19 August 2011 (Journal of Laws of 2022, item 2360, as amended);

“Payment Transaction” means an act, initiated by the payer or recipient, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the recipient;

"Personal Data" means any information relating to an identified or identifiable natural person (as defined pursuant to Article 4(1) of the Regulation (EU) 2016/679 - General Data Protection Regulation). This includes information that can be linked, directly or indirectly, to a natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or using all means which can reasonably be used by the Data Controller or a third party to identify a natural person (e.g. one or more factors specific to his physical, physiological, mental, economic, cultural or social identity);

“Pre-Contractual Statements” means as described to in clause 24.9;

"Processing of Personal Data" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;

"Processor" or "Data Processor" means the natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of Controller and according to its written instructions;

"Regulatory Body" means any person or professional body or law enforcement agency anywhere in the world having regulatory, supervisory or governmental authority (whether under a statutory scheme or otherwise) to regulate, investigate or influence all or any part of the Volt Solution (or any other services provided by Volt under this Agreement) or all or any part of the businesses, assets, resources, operations or employees of Volt and/or you, including the Polish Financial Supervision Authority or a supervisory body;

"Restructuring Law” means Act of 15 May 2012 on Restructuring Law (unified text in Journal of Laws of 2022, item 2309, as amended);

“Retrieval Period” means as described in clause 20.1.3;

“Transfer Period” means as described in clause 20.1.4;

"Rules" means (where you or an Authorised User are using Circuit Breaker) the rules according to which payments will be initiated by Volt following a request from an End User, as configured by you (or an Authorised User) using Circuit Breaker;

“Security and Log-in Details” mean the log-in details, passwords, personal identification number or any other identification or security features relating to an Authorised User’s use of the Volt Account;

“Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed;

"Services" means the services to be provided by Volt to you under this Agreement;

"Successful Information Receipt" means information provided by the ASPSP as requested by Volt;

"Software" means the software and online services applications used by Volt in delivering the Volt Solution;

"Subcontractor" means any third party appointed by you in the ordinary course of your business, or by Volt to perform some activities of the Services in accordance with clause 21;

"Successful Transaction" means any Transaction in respect of which Volt notifies you that the status is “completed”;

"Technical Service Provider" means a third-party technical service provider that is licensed and/or passported within the European Union to provide the Payment Initiation Service; 

"Term" means the term of this Agreement;

"Third Party Content" means any and all content owned by a third party made available or provided by Volt to you through the Volt Solution including, without limitation, data, information, software (including open source software), data-base, documents, pictures, images, photographs, text, files, music, video;

"Trademark" means any trademark, service mark, logo, trade, business or domain name;  

"Transaction" means any successful or attempted payment initiation made by an End User using the Volt Solution to pay for Merchant Products and Services; 

“Update Notice” means as described in clause 24.5;

"VAT" means value added tax or any equivalent tax chargeable elsewhere;

“Virtual IBAN” means the virtual IBANs (child IBANs) issued under the relevant parent IBAN in your Merchant Account;

"Virus" means computer malware, including any software, code, file or program which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, or device or the user experience in relation to the same, including worms, trojan horses, viruses and similar things;   

"Volt Account" means the provision of the Electronic Money Account and the associated cash management services described in the Volt Services Schedules;

“Volt Account Pay In” means as described at paragraph 1.1.3 of the Volt Account Service Schedule;

"Volt API" means the application programming interface provided by Volt to you so that you can integrate the Volt Solution into your Merchant Website (the Volt API is an element of the Volt Solution); 

“Volt Branding” means the branding, logos and/or trade names (including all Intellectual Property Rights subsisting within such branding, logos and/or trade names) of Volt as set out in the Brand and Style Guidelines;

"Volt Content" means any and all content made available by Volt to you through the Volt Solution, including, without limitation, data, information, software, database, documents, pictures, images, photographs, text, files, music, video; and

"Volt Solution" means the solution provided by Volt to support the provision of the Services (including the Volt API and the Fuzebox Portal) that, amongst other things, allows End Users to initiate payments from their Payment Account to your Merchant Account to pay for Merchant Products and Services.

VOLT SERVICES SCHEDULES

Payment Initiation Service

1. For you to offer Payment Initiation Service to End Users:
    
   1. the relevant End User shall be directed through the Volt Solution to where the End User shall be required to accept Volt's End User Terms of Service and provide explicit consent to Volt to initiate a payment on the End User’s behalf; and
   2. Volt shall, in its sole discretion, decide whether it is prepared to provide the Payment Initiation Service to your End User (which shall be subject to successful completion of on-boarding checks in relation to such End User in accordance with Applicable Laws).
2. The Payment Initiation Service operates on the basis that following instruction from the End User, Volt will initiate the payment from the Payment Account to your Merchant Account in respect of any Merchant Products and Services purchased by the End User using the Payment Initiation Service.
3. You acknowledge that the provision of the Payment Account by the ASPSP to the End User is subject to terms agreed between the ASPSP and the End User, and that Volt has no ability to affect the operation of these terms.
4. You acknowledge and agree that the successful Integration and subsequent use of the Volt Solution and the Services by you does not guarantee that you will receive payment from the End User in respect of the relevant Merchant Products and Services purchased by the End User using the Payment Initiation Service.
5. In order for Volt to meet its legal and regulatory obligations, Volt needs to be able to identify the URL or other source from which Volt initiates payments on behalf of you. As such your Merchant Website policy must be set to “no-referrer-when-downgrade", so that Volt can identify where payment instructions have originated.
6. You accept that receipt of payment from the End User is contingent upon:
    
   1. the successful Integration and maintenance of the Volt Solution (which includes you implementing any updates to the Volt Solution, as required and notified by Volt to you from time to time, in accordance with this Agreement);
   2. the End User providing explicit consent to Volt to initiate a payment and such End User complying with the End User Terms of Service;
   3. the Payment Account having sufficient funds to pay for Merchant Products and Services and the ASPSP complying with the payment initiation request from the End User; and
   4. the correct functioning of your External Account and the banking infrastructure used by the ASPSP of the End User and you to facilitate the payment (including the provision of initial access to the data by the ASPSP).
7. You confirm that it is your sole discretion to decide whether to provide your Merchant Products and Services to the End User based on: (i) any confirmation supplied by the ASPSP in respect of the payment initiated from the relevant Payment Account; or (ii) any Notification.

The Volt Account Service

1.  ​​​Provision of the Merchant Account and the Payment Services
    
   1. Where you have chosen to receive the Volt Account Service (as confirmed in the Order Form) and subject to your compliance with the Agreement, Volt will provide you with a Volt Account which enables you to: 
       
      1. hold and store funds in (“Approved Currency”);
      2. send funds from your Volt Account to an External Account; and
      3. where approved by Volt, receive funds into its Volt Account from any External Account as a result of a Payment Transaction in relation to the sale or refund of Merchant Products and Services (“Volt Account Pay In”).
   2. Volt will perform its obligations under this Agreement and carry out the Payment Services with reasonable care and skill.
   3. When Volt hold funds in the Merchant Account, that holding of funds differs from a bank holding money for you in that: (a) Volt cannot and will not use the funds to invest or lend to other persons or entities; (b) the funds in the Merchant Account will not accrue interest; and (c) your funds in the Merchant Account are not covered by the compensation scheme of the Polish Bank Guarantee Scheme (in Polish: Bankowy Fundusz Gwarancyjny). Your funds will be held in compliance with the provisions of the Payment Services Regulations.
   4. Volt will not commingle your funds with funds of other Volt merchant account holders or Volt’s funds. Your funds accepted for the execution of payment transactions that have not been transferred to the payee or to another provider by the end of the Business Day following the date of receipt of those funds, will be placed in a separate bank account established for this purpose in a domestic bank, a credit institution, or a branch of a foreign bank. Your funds do not have protection under the compensation scheme of the Bank Guarantee Scheme (in Polish: Bankowy Fundusz Gwarancyjny). In the event of initiation of enforcement proceedings against Volt, funds held in will be exempted from seizure on the basis of a judicial or administrative enforcement order. In the event of declaring bankruptcy by Volt, the funds held in Merchant Account(s) will be excluded from the bankruptcy estate. These exemptions do not extend to your potential claims against Volt for non-performance or defective performance of payment orders by Volt or any other entity for which Volt is liable to you.
   5. Volt’s records will show the amount of funds in each Volt Account. A transaction history showing details of the payments you make and receive from your Volt Account will be available from the Fuzebox Portal.
   6. You will need to use your Security and Log-in Details in order to check the balance of your Volt Account via the Fuzebox Portal.
   7. You acknowledge that the Volt Account is not for individual or personal use.
   8. You may withdraw the full value of your funds in your Volt Account at any time and on demand. Volt will charge a fee for you withdrawing funds in accordance with the Order Form and/or Volt’s fees list as updated from time to time.
   9. Volt reserves the right to deny third party service providers access to your Volt Account for reasonably justified and duly evidenced reasons relating to fraud or lack of authority, including the unauthorised or fraudulent initiation of a Payment Transaction. If Volt denies a payment initiation service provider or an account information service provider access to your Volt Account, Volt will notify you of Volt’s decision and of the reasons for that decision through the Fuzebox Portal, unless that notification is unlawful or could compromise the security of your Volt Account.
2. Account Currency Exchange
   1. When providing the Volt Account to you, Volt may need to make a currency exchange if you receive a payment into your Volt Account in a currency other than an Approved Currency.
   2. In each case, you accept that the conversion rate used will be the rate used by Volt’s bank as indicated on the Volt website. The conversion rate that Volt uses will be indicated in your Volt Account after Volt makes the conversion. Volt will invoice any fees you have agreed to pay for currency conversions.
3. Conditions relevant to the use of the Payment Services
   1. You may use the Volt Account to hold funds in an Approved Currency and send electronic payments either to an account held by Volt or to an External Account.
   2. If a payment would bring the balance of your Volt Account to less than zero (in the Approved Currency of the relevant Volt Account) then Volt will refuse to process the payment. There is no overdraft facility available on the Volt Account.
   3. If for any reason the Volt Account goes into negative balance, you are required to immediately repay such negative balance by loading sufficient funds into the Merchant to bring it back to at least a zero balance. Any failure to do so is a breach of this Agreement.
   4. Volt reserves the right to automatically apply any fund transfers to your Merchant Account to offset any negative balance. Volt will also be entitled to charge you for any reasonable expenses incurred as a result of any negative balance on your Merchant Account.
   5. Volt will make payments from your Volt Account in accordance with the payment instructions given unless Volt cannot do so for the reasons described in this Agreement. You must give Volt instructions in accordance with this Agreement.
   6. When requested to do so before making payment from your Volt Account, Volt will provide you with the following information:
       
      1. approximately how long it will take Volt to process the payment;
      2. any fees that Volt will apply in order to process the payment; and
      3. where applicable, a breakdown of the amounts that make up these fees.
   7. As soon as reasonably practicable after Volt has made a payment from your Volt Account, Volt will supply you with:
       
      1. a reference to identify the payment and payee;
      2. the amount transferred to the payee (in the Approved Currency which you requested the payment to be made);
      3. the fees you must pay for Volt to process the payment with a breakdown of the amounts Volt has charged (if applicable);
      4. any exchange rate which Volt has applied in order to process the payment; and
      5. the date the Volt Account was debited.
   8. As soon as reasonably practicable after Volt receives a payment into your Volt Account Volt will supply you with:
       
      1. a reference to identify the payment and payer and any information that was transferred with the payment;
      2. the amount of the payment (in the Approved Currency) which has been credited to the Volt Account;
      3. the charges payable to receive the payment with a breakdown of the amount charged, if applicable; and
      4. the date the Volt Account was credited.
   9. You will be able to view, at any time through the Fuzebox Portal, the information contained in paragraphs 3.7 and 3.8 above, as well as information on any exchange rates Volt has applied when carrying out currency conversions. That information may be viewed by Payment Transaction or on consolidated statements of account for different monthly periods.
   10. Volt may limit the value and/or the number of transfers of funds you can instruct Volt to make into or out of the Volt Account depending on your country of residence, verification status, and other factors Volt considers reasonable. Volt’s current limits are shown in the Fuzebox Portal. Such limits may be changed from time to time as posted to the Volt website or otherwise notified to you.
   11. To receive the Payment Services, you must:
        
       1. comply with any reasonable instructions for the use of the Payment Services, including those within any operational or user documentation that Volt issues;
       2. check that the instructions given to Volt to make a payment are accurate and correct;
       3. not use the Volt Account (or Payment Services) in any unlawful way or for money laundering, tax evasion or for any other unlawful purpose;
       4. comply with all Applicable Laws to pay and report all taxes to the applicable authority in relation to funds paid into the Volt Account;
       5. not introduce any viruses or harmful code to Volt’s systems; and
       6. not allow the Volt Account to remain dormant for a period of ninety (90) days or more.
   12. You must pay for any costs or losses Volt suffers as a result of claims arising from any:
        
       1. failure by you to comply with paragraph 3.11; or
       2. misuse of the Volt Account; or
       3. intentional inaccuracy in:
           
          1. any information given to Volt (including any customer due diligence information); or
          2. any instructions given for Payment Services.
   13. RefundsWhere you instruct a payment which is a refund to an End User, the following terms apply:
       1. you confirm that you are solely responsible for processing refunds and providing support to End Users regarding refunds. You agree to maintain and make available to End Users a reasonable return, refund, cancellation, or adjustment policy, and clearly explain the process by which End Users can receive a refund;
       2. refunds may only be instructed by Authorised Users who have been given specific permissions in the Fuzebox Portal; and
       3. you may only issue refunds: (i) to an account in the name of the End User which initiated the relevant payment ; and (ii) in respect of the full value of the payment. Any refund instruction which does not comply with these requirements will not be processed.
4. Merchant Account Security
    
   1. You must:
       
      1. treat the funds held in your Volt Account prudently;
      2. take all reasonable steps to keep all Security and Log-in Details safe, secure and confidential; and
      3. use your Security and Log-in Details in accordance with the instructions given by Volt on issue.
   2. Volt takes no responsibility and accepts no liability for the use of the Volt Account by someone other than you, unless such third party gained access to the Volt Account as a result of acts or omissions for which Volt is responsible
   3. If you suspect any Security and Log-in Details have been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you must contact Volt immediately by emailing support@volt.io.
   4. Volt may stop you using any Security and Log-in Details if Volt has reasonable grounds to believe they are no longer confidential or have been used fraudulently or without your authorisation. Where possible and lawful, Volt will use reasonable endeavours to notify you by email, telephone or SMS using the latest contact details supplied to Volt before stopping use of such identification or security feature.
   5. Volt will either reinstate the Security or Log-in Details as soon as practicable after the reasons for stopping its use have ceased or, at that time, issue you with replacement Security or Log-in Details to use.
5. Reporting Payment Transaction disputes
    
   1. If you believe that any Payment Transaction in respect of your Volt Account was:
       
      1. not authorised by you; or
      2. incorrectly paid into or paid out from the Volt Account, then you must notify Volt without delay as soon as becoming aware of it.
   2. If you are the recipient of a Payment Transaction that has been executed late, and Volt receives a request from your payer’s PSP, Volt will ensure that the credit value date used in the Volt Account is no later than the date the amount of the Payment Transaction would have been value dated if the Payment Transaction had been executed on time. Conversely, where you are the payer to a Payment Transaction that is executed late, you may ask Volt to request the recipient’s PSP to credit value date the recipient’s account as if the Payment Transaction had been executed correctly.
   3. Unless you have acted fraudulently or with gross negligence, you will not be liable for any losses resulting from an unauthorised, non-executed or incorrectly executed Payment Transactions:
       
      1. if you have notified Volt in accordance with this Agreement within thirty (30) days of becoming aware of any unauthorised, non-executed or incorrectly executed Payment Transactions;
      2. if you could not notify Volt due to Volt’s failure to provide the means to tell Volt about Security and Log-in Details that have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised; or
      3. if Volt fails to apply strong customer authentication, where this is required by Applicable Laws.
   4. Volt accepts responsibility for such reasonable charges or interest you are required to pay as a result of Volt not carrying out your payment instruction or doing so incorrectly.
6. Payment Transactions with Incorrect Information
    
   1. For payments to External Accounts, you must ensure that the information you provide is correct and complete. Volt will not be responsible for money sent to the wrong recipient or losses incurred as a result of incorrect information provided by you.
   2. If you provide incorrect information, then:
       
      1. Volt is not responsible for failing to carry the Payment Transaction out or for carrying it out in accordance with instructions;
      2. Volt will make reasonable efforts to recover the transferred funds and may charge reasonable fees to cover its administration costs for this; and
      3. if Volt is unable to recover the funds, Volt will, upon written request, provide you with all relevant information available to Volt (subject to Applicable Laws) in order for you to attempt to claim repayment of the funds.
   3. If you are the recipient of a Payment Transaction made with incorrect information or instructions, you instruct Volt to cooperate with the payer's PSP in its efforts to recover the funds, in particular by providing it with all relevant information for the collection of the funds.
   4. If you instruct Volt to make a Payment Transaction, Volt will use its reasonable endeavours to carry it out correctly.
   5. If you have provided the wrong information to Volt, you may ask Volt to assist you in recovering the money, but Volt cannot guarantee such efforts will be successful and Volt reserves the right to charge you a fee to cover its reasonable costs for doing this.
7. Instructions relating to the making of Payment Transactions
   1. Volt will consider any instruction for a Payment Transaction to be authorised by you once you have given Volt consent to carry it out. You consent to making a payment by following the on-screen prompts when using the Fuzebox Portal and using one of the tools Volt makes available to confirm payments. When making a payment to a merchant account held with Volt you will be prompted to provide the relevant account number. If you are making a payment to an External Account, you must provide Volt with the sort code and account number you want to make the payment to (such as the Sort Code, account number, IBAN or SWIFT, as appropriate).
   2. Unless there is a problem with the Fuzebox Portal, Volt will ordinarily receive the Payment Transaction instruction at the time you confirm it but:
       
      1. if the function is available in Fuzebox Portal, and you instruct Volt to carry out a Payment Transaction on a specific day, then Volt will treat the time of receipt of the instruction as being on that specified day;
      2. if Volt receives the instruction on a day which is not a Business Day, Volt will treat the instruction as being received on the next Business Day; and
      3. if Volt receives the instruction after 2pm on a Business Day, Volt will treat the instruction as being received on the next Business Day.
   3. Once Volt has received confirmation of a payment instruction ordinarily it cannot be withdrawn it unless Volt agrees or unless the payment instruction is to make a payment on a specified future date. For payments on a specified future date, you can revoke the payment instruction up until the end of the Business Day preceding the day that you instructed Volt to make the payment on unless Volt agrees to revoke it later. Volt’s charges for revocation of a payment instruction are set out in the applicable fees list. If a Payment Transaction is made through a payment initiation service provider, you may not revoke the payment instruction after giving consent to the payment initiation service provider to initiate the payment.
   4. If Volt declines to carry out an instruction, Volt will notify you where lawful to do so, by displaying a message on the Fuzebox Portal at the time Volt refuses to make the payment, and, if possible, will confirm the reason.
8. Suspension and termination
    
   1. The Payment Services will continue until terminated or suspended under this paragraph 8.
   2. If Volt:
       
      1. reasonably believes that there has been a breach of any conditions applicable to the Payment Services;
      2. has reasonable suspicion of fraudulent or criminal activity concerning the use of the Payment Services;
      3. has a reasonable belief that it is required to do so by Applicable Laws; or
      4. is given a direction to do so by any Regulatory Body, tax or other authority, Volt may, by providing you with immediate notice in writing:
          
         1. terminate or suspend any or all of the Payment Services; and/or
         2. withhold funds from you or restrict your access to funds; and/or
         3. refuse to make payments from/to your Volt Account.
   3. Volt will inform you of any such actions it takes under paragraph 8.2 above, unless Volt has a reasonable belief that it is prevented from doing so by Applicable Laws.
   4. Volt may terminate the Payment Services, for any reason, by providing you with at least two (2) months' notice in writing.
   5. You may terminate the Payment Services at any time by providing Volt with one (1) months' notice.
9. Closing your Volt Account
    
   1. If the Payment Services are terminated for any reason:
       
      1. Volt will ask you to provide it with details of where you would like Volt to transfer the balance of your Volt Account to, provided that your chosen option is available and there is no limit or other restriction for Volt to do so, after deducting any charges due and payable by you; and
      2. any of your or Volt’s rights or liabilities which have accrued prior to the termination shall continue until fully discharged by the relevant Party, save for any rights or liabilities which are expressed to continue after this Agreement ends.
   2. Volt reserves the right not to provide an explanation on its decision regarding restricting, blocking, or closing the Volt Account where providing this information would compromise reasonable security measures or would be unlawful.
   3. You may not instruct Volt to carry out any further payment services on your Volt Account after the Payment Services have been terminated.
   4. When you give Volt notice to close your Volt Account you will not be entitled to a refund of any transactions you have made or of any fees or costs that you may have incurred on the Volt Account, which are then due and payable by you. Volt may deduct these fees from the balance on your Volt Account. Volt will close your Volt Account after all amounts have been paid by you or deducted by Volt. Volt will transfer any balance remaining on your Volt Account to the most recent details you have given Volt of either a debit card or bank account in your name.
   5. You acknowledge that Volt will store personal information about you, Authorised Users and your transactions for at least six (6) years after your Volt Account is closed.

Account Information Services

1. Volt will use reasonable endeavours to transmit Account Information to you where you have chosen to receive the Account Information Services (as confirmed in the Order Form).
2. The transfer of Account Information through the Volt Solution is subject to the following: 
    
   1. the End User’s agreement to the End User Terms of Service;
   2. the End User providing correct and accurate credentials to access the Account Information; and
   3. your compliance with the terms and conditions of this Agreement.
3. Volt will use reasonable endeavours to protect Account Information and ensure the End Users’ privacy in accordance with Applicable Laws.
4. You may only download Account Information pursuant to, and in accordance with, the data parameters and intended use that the End User has provided explicit consent to.
5. You will:
   1. ensure each End User is aware that Volt is the provider of the Account Information Services; and
   2. ensure that you are regulated by the Polish Financial Supervision Authority for the provision of Account Information Services in your own right, if you are showing the End User a consolidated view of the End User’s data that you obtain through the Volt Solution amalgamated with data of the End User obtained by you from elsewhere.
6. Volt:
   1. does not give any warranties, conditions, guarantees or other commitments to you in respect of its obligations or the functionality, performance, service levels, latency or accuracy of the provision of Account Information as part of the Volt Solution;
   2. does not warrant, represent or give any guarantee or commitment that the Account Information obtained by your (or your Authorised Users’) use of the Volt Solution will be accurate or complete or meet your requirements; and
   3. is not responsible for any delays, delivery failures, or any loss damages, costs or expenses resulting from the transfer of Account Information over communications networks and facilities, including the internet.
7. You acknowledge that an End User may, pursuant to the End User Terms of Service, withdraw any consent it has granted to Volt to process Account Information at any time and Volt will not be liable to you to the extent that it is prevented from providing you with Account Information in these circumstances.
8. Any Account Information transferred to you pursuant to this Agreement will be owned by, and will constitute the Confidential Information of, the relevant End User and/or the PSP that such Account Information relates to.

The Circuit Breaker Service

1. Where you have chosen to receive the Circuit Breaker Service (as confirmed in the Order Form) and subject to your compliance with the Agreement, Volt will grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to use and access Circuit Breaker via the Fuzebox Portal for your internal business purposes.
2. You acknowledge that:
   1. you are solely responsible for and assume all risks in respect of the configuration of the Rules; and
   2. Volt will act strictly in accordance with the Rules when determining whether to initiate a payment following a request from an End User.
3. Volt accepts no responsibility or liability for the outcomes of your use of Circuit Breaker (including your configuration of the Rules).
4. Nothing in this Agreement or your use of Circuit Breaker shall constitute any professional advice provided by Volt. You assume all risks in acting upon any of the information made available or produced in the access and use of Circuit Breaker and in your use of the Circuit Breaker Services.
5. Volt does not warrant, represent, undertake or agree that the use of Circuit Breaker by you will meet your requirements nor that the Rules will deliver any particular benefits if implemented.
6. You warrant that you shall not, and that you shall ensure that your Authorised Users shall not, configure the Rules or use Circuit Breaker in any way which would breach Applicable Laws. You are solely responsible for ensuring that your configuration of the Rules is compliant with all Applicable Laws.

Matchmeter

1. Volt may provide you with Matchmeter (as confirmed in the Order Form), subject to your compliance with this Agreement including the relevant Services schedules.
2. Matchmeter may assist you in matching the name of an End User which such End User provides during the Payment Initiation Service against such End User’s name as provided by their respective ASPSP after the payment is initiated.
3. As part of Matchmeter, Volt shall provide a percentage score where a higher percentage reflects a more accurate match (the “Matchmeter Score”). Volt will issue the Matchmeter Score to you upon receipt of a Matchmeter API call via the Matchmeter API endpoint. For the avoidance of doubt, you shall be charged the Matchmeter Fees per API call.
4. As part of Matchmeter, you hereby grant Volt a limited, non-exclusive, royalty-free, non-transferable licence together with the right to grant sub-licenses to its Subcontractors, to collect, store, aggregate, analyse or otherwise process (both manually and through machine learning) and use Merchant Data (including any data provided by the End User and the End User’s ASPSP) to:
   1. provide Matchmeter to you; and
   2. improve and develop Matchmeter.
5. Nothing in this Agreement or your use of Matchmeter shall constitute any professional advice provided by Volt. You assume all risks in acting upon any of the information made available or produced in the access and use of Matchmeter and in your use of the Matchmeter Score. Volt accepts no responsibility or liability for the outcomes of your use of any Matchmeter Score provided that Matchmeter is performing materially in compliance with the Documentation.

Virtual IBAN (for reconciliation purposes only)

1. Where you have chosen to receive a Volt Account (as confirmed in the Order Form), Volt may provide the ability to issue child IBANs in the same name as the parent IBAN linked to your Volt Account.
2. All child IBANS must match the name of the parent IBAN when displayed externally including, without limitation, to an End User.
3. All payments under parent and child IBANs will be displayed as a combined amount under the parent IBAN of your Volt Account.
4. Any refunds or payouts will be made from the relevant parent IBAN only.
5. Nothing in this Agreement or your use shall constitute you acting in the capacity of agent of Volt in any way as all funds will be received into your Volt Account rather than any External Account of an End User.

Verification of Payee Services

1. General

1.1. The Verification of Payee (“VoP” or the "Service”) service allows you to check whether the account name provided in a payment instruction corresponds to the name held by the relevant payment account provider. This is a check that takes place before your payment instruction is processed.

1.2. The VoP service is provided to Volt by one or more of its banking partners, which may use third-party data sources to perform name-matching. Volt shall, during the provision of the applicable Services, make the VoP service available to you solely for lawful payment-related purposes and in compliance with the Instant Payments Regulation (Regulation (EU) 2024/886).

2. Nature of Service

2.1. VoP results are indicative only and are based on information supplied by you and by external third parties to Volt, which Volt has not independently verified. 

2.2. The Service is provided solely to check and confirm payee information. It does not form part of the payment process and does not guarantee the execution or crediting of any payment, or the accuracy, completeness, or currency of any beneficiary details.

2.3. Where Volt initiates payments or refunds using information that you have provided or configured (including but not limited to payout details), you are responsible for the accuracy and lawful collection of that information.

2.4. Where refund or payout details are automatically generated from prior payment transactions, such as payer account information received directly from the payer’s bank, you are not responsible for the accuracy of those details but must ensure that any use or viewing of such data by you complies with applicable data-protection and privacy laws.

3. Provision of VoP Service

3.1. We may modify the VoP process or its application in response to changes in regulation, industry standards, or technological advancements. Notice of material changes will be provided through updates to these terms and conditions or other appropriate communication methods. 

3.2. Volt will make the Service available to you on an “as is” and “as available” basis. The availability of the Service may be subject to interruption, delay, or suspension, including for maintenance, system updates, technical faults, compliance reviews, or interruptions or failures caused by third-party providers or banking partners. Volt does not guarantee that the VoP Service will be uninterrupted, error-free, or continuously available, and shall not be liable for any delay, interruption, or unavailability of the Service. In this instance, Volt will not provide the Service and should you wish to proceed with your payment instruction, you do so at your own risk.

4. Data and Consent

4.1. By using VoP, you authorise Volt and its providers to transmit, process and compare limited payment account data, including account name, IBAN, account number, and sort code  for the purpose of performing VoP checks.

4.2. Such processing shall be carried out in accordance with applicable data protection and privacy laws, including the Data Protection Act 2018 (UK) and GDPR (EU), and subject to appropriate security measures.

4.3. You must ensure that any individuals whose data is submitted for VoP have been informed of such processing.

5. Your Obligations

5.1. You must:

5.1.1. provide accurate, current and lawful data for VoP checks;

5.1.2. use VoP results only to verify payee identity for the purpose of preventing mis-directed or fraudulent payments; and

5.1.3. not copy, store, disclose, or use any VoP Data for any purpose other than as necessary to access and use the VoP Service. For these purposes, “VoP Data” includes any and all data, information, or results produced by, through, or for the VoP Service, including any data supplied to, generated by, or returned from the Service.

5.2. You immediately inform the Volt of any suspected misuse, breach of security, or data inaccuracy connected to the use of VoP.

5.3. Volt may immediately suspend or block access to VoP if it reasonably suspects misuse, non-compliance, or unlawful activity without prior notice.

6. Result Categories

6.1. Where a match is confirmed, the payment will proceed if and as instructed by you.

6.2. Where a match is not confirmed, a VoP response may indicate one of the following:

6.2.1. Close Match -  a similar name has been found;

6.2.2. No Match -  no corresponding account name found; or

6.2.3. Error - for any reason a check is unable to be performed.

6.3. If there is no match or a close match, and if our banking partner(s) so request, we may request further confirmation or action before proceeding. 

6.4. Where we display a ‘close match’, ‘no match’ or ‘error,’ and you confirm that you wish to continue, we will process the payment based on your instruction. If you choose to proceed despite this warning response, we will not be responsible for any resulting loss, even where fraud may be suspected. 

6.5. If you confirm that you choose not to proceed with a payment instruction following a warning response, the payment instruction will not be processed.

6.6. Where available, you may have the option to opt out of VoP for bulk or packaged payment instructions. You may opt back in at any time. 

6.7. The VoP service may not apply to some transactions, including without limitation:

6.7.1. payments to international accounts where local VoP processes differ;

6.7.2. payments to accounts not enrolled in VoP or where account holder data is unavailable, in which case an error message may be returned; and

6.7.3 payments below thresholds defined by Applicable Law and/or Requirements.

7. Liability and Limitation

7.1. To the fullest extent permitted by Applicable Law, Volt and their suppliers exclude all warranties (express or implied) and limit liability for losses arising from:

7.1.1. inaccurate or unavailable VoP data;

7.1.2. reliance on a VoP result; or

7.1.3. delays or failures in performing VoP checks.

7.2. The VoP service is provided for information purposes only. Volt does not warrant or represent that any information returned through the Service is accurate, complete, or up to date, as the VoP response and any data are obtained by you and/or third parties. Volt is not responsible for, and accepts no liability arising from, any reliance placed on the results of a VoP check or any decision made based on them.  

7.3. Nothing in this Schedule excludes liability for fraud, wilful misconduct or other liability which cannot lawfully be excluded.

7.4. Volt shall not be liable for any delay, interruption, or failure in your access to or use of the VoP Service to the extent arising from any act or omission of a banking partner, third-party provider, or any technical outage, compliance-related restriction, or other event beyond Volt’s reasonable control. In this case, Volt will ensure it undertakes reasonable efforts to restore the Service in accordance with its incident management procedures. 

8. Fraud Prevention 

8.1. Volt may delay, reject or block a payment instruction while conducting VoP or related fraud or sanctions checks.

8.2. Volt is not liable for any resulting delay where such action is taken in good faith or in line with its regulatory obligations.

9. Regulatory Compliance / Audit

9.1. You shall provide all reasonable assistance and information to Volt necessary to enable Volt, its banking providers, or a Regulatory Body to audit and inspect your use of VoP or investigations into suspicious activity. The scope, timing and cost of any audit to be carried out under this clause shall be agreed in writing by the Parties in advance.

9.2. You may disclose VoP usage data to any Regulatory Body, law enforcement authority or banking providers as required by Applicable Law or contractual obligation.

10. Termination

10.1. Volt may suspend or terminate the provision of VoP at any time, including where a banking partner supporting the service withdraws or modifies the Service.

10.2. Termination or suspension of the VoP service does not affect the continuation of any other payment services provided under the Agreement, except where continued provision of those services would result in non-compliance with Applicable Law or regulatory requirements, in which case Volt may suspend or adapt the affected services as necessary to remain compliant.

CHARGES SCHEDULE

You shall pay Charges in accordance with the Order Form and this Schedule as follows:

1. Activation Fee
   Volt shall invoice you the Activation Fee set out in the Order Form on the Effective Date. You shall pay the Activation Fee within ten (10) days of the date of such invoice.
2. Processing Fees
   Processing Fees are charged per API Call, calculated based on monthly API Call volumes, in accordance with the Order Form. The Processing Fee is payable in relation to all API Calls regardless of whether the subsequent Transaction is successful (including those not acted on by the ASPSP).
3. Transaction Fees
   Transaction Fees are charged per Successful Transaction, calculated based on monthly Successful Transaction volumes and monetary value, in accordance with the table set out in the Order Form. Where Volt provides you with a Volt Account in accordance with the Order Form, the Transaction Fees include the costs of the Volt Account.
4. Circuit Breaker Fees
   You shall pay to Volt the Circuit Breaker Fees as set out in the Order Form.
5. Merchant Account Fees
   You shall pay to Volt the Merchant Account Fees as set out in the Order Form.
6. Volt Account Fees
   You shall pay to Volt the Volt Account Fees as set out in the Order Form.
7. Verify Fees
   In respect of AIS you shall pay Volt the Successful AIS Charges which are charged per Successful Information Receipt, calculated based on monthly Successful Information Receipt volumes and monetary value, in accordance with the table set out in the Order Form.
   Volt will invoice you for the Successful AIS Charges in arrears on a monthly basis.
8. Matchmeter Fees
   You shall pay to Volt the Matchmeter Fees as set out in the Order Form.
9. Virtual IBAN Fees
   You shall pay to Volt the Virtual IBAN Fees as set out in the Order Form.
10. Additional Service Fees
    You shall pay to Volt any Additional Service Fees as set out in the Order Form.
11. Monthly Minimum Fees
    You shall pay to Volt the monthly minimum amount from the minimum start date as set out in the Order Form.