End-User terms and conditions

Preamble

These are the terms and conditions of the contract concluded between you as a user of our services (“User”) and Ivy GmbH, Sandstraße 33, 80335 Munich (“Ivy”), which govern the setup and use of your Ivy Payment. These terms and conditions apply to all such contracts.

If you are receiving the Service in the European Economic Area, Ivy Pay Oy operates a Payment Institution based on the authorisation of the Finnish Financial Supervision Authority. Ivy Pay Oy is authorised to provide payment services indicated in the aforementioned authorisation on the territory of the European Union and the European Economic Area (EEA) on the basis of the service passporting. A list of countries is available in the EUCLID register maintained by the EBA.

Ivy further supports the following authorised payment institutions in conducting payment services for End-Users:

• Token GmbH, regulated by BaFin as an Authorised Payment Institution, and licensed to carry out Payment Initiation and Account Information Services;

• Yapily Connect UAB, licensed by the Bank of Lithuania as an Authorised Payment Institution; and

• SWAN in its capacity as an Electronic Money institution offering payment services under French law approved by the ACPR (4 Place de Budapest CS 92459, 75436 Paris), Swan is registered with the latter under number 17328 and is subject to all the regulatory obligations inherent to institutions meeting the criteria of Article L. 314-1 of the Monetary and Financial Code (2°, 3° and 5°). Swan's T&Cs apply as well

In these Terms, when we refer to “we“, “us” or “our“, this shall refer to Ivy. When we refer to “you” or “your” we mean the person receiving the Service and accessing the Solution.

1. Definitions

“Merchant“: a merchant with whom you have entered into, or will enter into, a Merchant Agreement in respect of the Merchant Supplies and to whom you will make a payment by the use of the Service;

“Merchant Agreement” means an agreement, however created or recorded, between you and a Merchant related to the provision of the Merchant Supplies;

“Merchant Provider” means a person appointed by the Merchant and to whom a Ivy Initiated Payment may be made, with such person collecting the funds on behalf of the Merchant;

“Merchant Supplies” means the goods or services agreed to be provided to you by a Merchant under a Merchant Agreement;

“Payment Account“: an online account which you maintain with a Payment Account Provider and which you select to make a Ivy Initiated Payment from;

“Payment Account Provider” an account servicing payment service provider (as defined in the Payment Services Regulations) providing and maintaining a Payment Account for you as a payment service user in respect of which we are able to provide Payment Initiation Services and Account Services;

“Restricted Person” means a person that is listed in a Sanctions List or otherwise located in a country or territory that is subject to Sanctions;

“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States; (ii) the United Nations; (iii) the European Union and its Member States; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing (collectively referred to in this Agreement as “Sanctions Authorities“);

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list issued by OFAC, the EU Consolidated Financial Sanctions List, the UK Sanctions List and the Consolidated List of Financial Sanctions Targets issued by OFIS, or any similar list issued or maintained by any of the Sanctions Authorities.

“Service” means a service of submitting instructions at your request to a Payment Account Provider to make a Ivy Initiated Payment from your Payment Account to a Merchant or Merchant Provider in respect of Merchant Supplies (the “Payment Services”) and/or Account Services as defined in clause 2c);

“Solution“: means the interface, incorporated into the Merchant’s or Merchant Provider’s website, through which we will provide you with the Service; and

“Ivy Initiated Payment” as defined in clause 2b).

2. Term, Onboarding

a. These Terms set out the terms and conditions on which we will provide you with the Service.

b. The Service, which we provide you through the Solution, allows you to initiate payments (“Ivy Initiated Payment“) from your Payment Account to the Merchant. You acknowledge and agree that, in respect of some Merchants, a Ivy Initiated Payment may be made to a Merchant Provider rather than directly to the Merchant.

c. We also provide an account information service, allowing a Merchant to request from your Payment Account Provider, with your consent, access to some or all of your account information, including balances and transactional information (together, the “Financial Information”), on a ‘read only’ basis (“Account Services”) and in order for our Merchants to be able to provide their services to you. We provide the Financial Information to the Merchant directly, and the Merchant may choose to make some or all of the Financial Information available for you to view.

d. We may use a third party provider to assist in providing the Services to you, including the Payment Service Providers mentioned above (“Third Party Providers”). In this instance, the relevant Third Party Provider’s terms will also be applicable and will appear in the user flow prior at the payment checkout page, prior to any successful completion of a Ivy Initiated Payment or Account Service.

e. You acknowledge and agree that you will only be able to use the Service if your Payment Account Provider has been integrated into the Solution. It is entirely at our discretion which Payment Account Providers we decide to integrate into the Solution.

3. The Service

‍a. In order for you to utilise the Service in respect of any Payment Account, you represent, warrant and undertake to us that:

• you are the lawful holder of the relevant Payment Account and have full rights and access to the relevant Payment Account and procure that we carry out the requested Service on your behalf; and

• you are not a Restricted Person.

b. In the event we become aware of any suspected or actual fraud or security threats in respect of any Payment Account in relation to the provision of the Service, we will notify you of this in the way which appears most secure to us and we may suspend your use of the Service for your own protection pending the situation being resolved. We will suspend your use of the Service where we are required to in accordance with any applicable law (including any anti-money laundering law.

c. If you wish to make a Ivy Initiated Payment to a Merchant via the Payment Service then you will need to confirm the following details (“Initiated Payment Details“):

• certain details in relation to your Payment Account (including security details which your Payment Account Provider may require for the purposes of applying strong customer authentication);

• the amount of the Ivy Initiated Payment to be paid to the Merchant or Merchant Provider; and

• the account details of the Merchant or the Merchant Provider.

d. We may automatically complete some of the Ivy Initiated Payment Details, (for example, the Merchant’s or Merchant Provider’s account number and sort code) but you agree that it is your responsibility to ensure that the Ivy Initiated Payment details are correct. If the Ivy Initiated Payment Details are incorrect there is a risk of delay and a risk that you may not be able to recover any funds.

e. When you confirm that you wish to make the Ivy Initiated Payment to the Merchant or Merchant Provider using the Ivy Initiated Payment Details, this will be taken as your explicit consent for us to send the Initiated Payment Details to your Payment Account Provider.

f. If the Ivy Initiated Payment is successful, we will notify you and the Merchant or Merchant Provider of this. We will also confirm the payment reference number and the amount of the payment. If the Ivy Initiated Payment is unsuccessful (because, for example, you have insufficient funds in your Payment Account), we will notify you and the Merchant or Merchant Provider of this.

g. You acknowledge and agree that the successful and timely execution of a Ivy Initiated Payment is dependent upon the co-operation of your Payment Account Provider (and the account provider of the Merchant or Merchant Provider) and the correct functioning of the banking infrastructure. Once we have submitted the Ivy Initiated Payment Details to your Payment Account Provider, the execution of the Ivy Initiated Payment is the responsibility of your Payment Account Provider and we are not responsible for any delays in this respect.

h. You may be redirected to your Payment Account Provider’s website or mobile application in order to authenticate yourself so that your Payment Account Provider knows that you consent to the Ivy Initiated Payment. The method of authentication will be determined by your Payment Account Provider.

i. If the Ivy Initiated Payment relates to a transaction that is to be executed by your Payment Account Provider immediately, you will not be able to cancel the Ivy Initiated Payment after you have provided your consent in accordance with clause 3e). If you have approved the Ivy Initiated Payment during a banking day, it will be considered as received by us and approved by you on that day. If you have approved the Ivy Initiated Payment during a day which is not a banking day, it will be considered as received by us and approved by you the following banking day although this is subject to your terms with your Payment Account Provider.

j. You should be aware that the Payment Account Provider may contact you directly (and not through the Merchant Website or the Solution) if there is an issue with the Ivy Initiated Payment submitted through the Service (for example, if there are insufficient funds or an issue with your authorisation). You will need to resolve any such issues directly with your Payment Account Provider.

k. In order to authorise us to access Financial Information on behalf of a Merchant, you will need to redirect via our software to your Payment Account Provider and expressly authorise us to access your account with your Payment Account Provider on a ‘read only’ basis (“Authorisation”). If you expressly authorise us to provide your Financial Information to a Merchant through the Account Services, directly or through identified third parties, we will do this acting as agent for you and the Merchant.

l. When you grant Authorisation to us, you agree and confirm that:

• you are over 18 years old;

• the account with your Payment Account Provider to which the Authorisation relates is in the UK or in the EU;

• all of the information you have provided to us or our nominated Third Party Provider is accurate and correct and the details you have provided relate and belong to you;

• you can enter into a legally binding agreement with us;

• where any intellectual property rights subsist in the Financial Information and such intellectual property rights belong to you, you grant us a non-exclusive license to use such Financial Information in order to perform our obligations under these Terms; and

• where your Payment Account Provider requires a re-authentication periodically, you will re-authorise us.

m. You acknowledge and agree that we are entitled to proceed with Account Services on the assumption that any Authorisation provided to us in relation to your Financial Information has been provided by you.

n. In our sole discretion, we reserve the right to refuse to accept your Authorisation (and therefore to refuse to provide the Account Services) without any liability to you.

o. Upon granting Authorisation to us, you authorise us, through your Payment Account Provider, to act solely as an account information services provider (“AISP”) to:

• collect your Financial Information;

• process such Financial Information in accordance with a Merchant’s requirements; and

• present such Financial Information to the Merchant.

p. Where providing Account Services to a Merchant (who may then provide it to you), we make no warranties that the Account Services will be uninterrupted, timely or error free, nor that the information presented will be accurate or reliable.

q. Our Account Services are provided on an ‘AS IS’ basis and we make no representation, guarantee or agreement of any kind as to the accuracy nor functionality produced by our tools and solution, or provided to our Merchants.

r. We are not responsible for any decision our Merchants make in relation to your Financial Information that we provide to them.

s. You acknowledge that any product or service offered by a Merchant or Payment Account Provider to you is governed by the terms between you and such Merchant or Payment Account Provider. We are not liable to you for any harm, damage or loss whatsoever and howsoever caused or arising from your use or those products and services

t. We may use Third Party Providers to deliver some or all of the Account Services subject to clause 3c) of these Terms.

u. You must take all reasonable steps to keep the security details relating to your Payment Account (including an account number, password or any other factor which your Payment Account Provider uses to authenticate you) safe and you must not disclose them or allow them to be used by anyone else other than an authorised payment services provider. You must not leave the device you are using unattended while you are using the Service and you must make sure that any security details stored or displayed on your device is kept secure.

v. If you suspect that an unauthorised, defective, late or otherwise incorrect Ivy Initiated Payment has been made using the Service you must notify us of this as soon as possible (and no later than 13 months after the date of the relevant Initiated Payment) by emailing support@ivy.io. You should also contact your Payment Account Provider.

w. You agree not to:

• use the Services in way that breaches these Terms or any applicable local, national or international law or regulation;

• copy, or otherwise reproduce or re-sell any part of the Services or the Solution unless expressly permitted to do so in accordance with these Terms;

• do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Services or any equipment, network or software used in operating the Service; or

• misuse the Services or the Solution by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service.

x. Because, in respect of the utilisation of the Service, you will have been referred to us by a Merchant or Merchant Provider for the provision of the Service, the Merchant or Merchant Provider may provide information to us for the pre-completion of the instruction by you to us to be given in accordance with clause 3f) above. You acknowledge that we have no ability or responsibility to check the accuracy of any such information provided by a Merchant or Merchant Provider and that it will be your responsibility to verify the accuracy and completeness of any information contained in any such instruction.

y. We carry out no verification of, and do not take any responsibility for, the adequacy, quality or legality of any Merchant Supplies which is solely a matter between you and the Merchant in accordance with the terms of the Merchant Agreement.

4. Amendments

‍a. We may amend these Terms from time to time (if, for example, there is a change in the law that means we need to change these Terms).

b. Every time you use the Service or access the Solution, please check the then current Terms to ensure you understand the Terms that apply at that time.

c. In the course of the authentification process, you will be asked to provide various data. Insofar as the corresponding input fields are not marked as “Optional”, this is information that is required for the correct processing of payments. You are obliged to provide accurate information in this respect.

d. The respective status of the GTC at the time of conclusion of the contract shall not be stored subsequently and shall not be accessible to the customer.

5. Fee

We do not currently make any charge to you for the Service or access to the Solution. Instead we have financial arrangements in place with the Merchant or Merchant Provider who has directed you to us for the provision of the Service. Your Payment Account Provider may charge you in order to execute the Ivy Initiated Payment – you should contact your Payment Account Provider if you have any queries concerning their charges.

6. Terms of use

‍It is not permitted to process payments using Ivy,

• that violate any laws, ordinances, rules or regulations (e.g. purchase of prohibited narcotics, stolen goods or illegal weapons);

• which infringe any third party rights (e.g. trademarks, copyright or data protection rights); or

• which involve an activity requiring a permit, without a permit having been obtained.

7. Limitations of liability

‍a. Ivy shall only be liable for damages to the user – for whatever legal reason – in the following cases

• with intent with

• in case of gross negligence of our organs or executive employees

• in case of culpable injury to life, body, health,

• in the case of fraudulently concealed defects or defects whose absence we have guaranteed

• in the case of compulsory liability under special law.

b. In the event of culpable breach of essential contractual obligations, we shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.

c. The above exclusions or limitations of liability also apply in favour of our employees, representatives and other vicarious agents.

d. Ivy furthermore assumes no liability whatsoever for the processing of payment transactions or the execution of your purchase by our aforementioned partner companies.

8. Intellectual property

‍a. We are the owner or the licensee of all intellectual property rights in the Service and the Solution, and its content and the Ivy name and mark. Those works are protected by copyright laws and treaties around the world. All such rights are reserved

b. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms.

c. No part of the Solution may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way without our prior written consent.

9. Applicable law

a. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Federal Republic of Germany. You agree that the courts of the Federal Republic of Germany shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

b. As a consumer, if you are resident in the European Union and the Services have been made available to you in the member state in which you are resident, you will benefit from any mandatory provisions of the law of that member state. Nothing in these Terms, including clause 8.1, affects your rights as a consumer to rely on such mandatory provisions.