T&Cs

LEGAL NOTICE AND TERMS AND CONDITIONS OF USE OF PAGONXT DEVELOPER PORTAL

Last Updated: 27th February 2024

IMPORTANT INFORMATION

Please carefully read these terms and conditions (hereinafter, the "Terms") before using our portal for developers (hereinafter, the "Portal") or any of the services and materials therein.

By downloading or using the Portal, clicking on the “accept” button, or otherwise indicating assent, You (as defined below) are agreeing to be bound by the Terms and affirming that you are of legal age to enter into this Terms. If you do not agree to the Terms, do not download, or use the Portal.

For clarity purposes, the term “use” includes, but is not limited to, accessing, browsing, inputting information, and registering into the Portal to use the Services. Any reference to “you”, “You” or “Your”, means You as a user of the Portal and/or the API Services available through the Portal (“User” or “Registered User” if you registered yourself as set forth under clause 3 of the Terms), and any reference to “we”, “We”, “us”, “Us” or “our” is to PagoNxt Trade Services, S.L. You and We mutually acknowledge sufficient legal capacity and competence for executing these Terms.

Access to the Portal is not restricted, but access to API Services in Live Environment (as defined below) is restricted, as explained below.

1. INTRODUCTION

PagoNxt Trade Services, S.L. (“PagoNxt”) is a Spanish company domiciled in Avda. de Cantabria s/n, Ciudad Grupo Santander, 28660, Boadilla del Monte (Madrid) and with tax identification number B87959326. PagoNxt Trade Services, S.L. is registered in the Corporate Registry of Madrid, volume 41220, sheet 29, page M-655666, entry 13.

PagoNxt is the owner or licensee of all intellectual property rights and of any other type of rights on the Portal.

PagoNxt provides payments processing technology services and swift bureau services to financial services companies (“Direct Customers”). Direct Customers may, in certain circumstances, allow to use such technology directly by their final customers (“Indirect User”).

The use of the Portal, the API Services in Sandbox Environment and the Materials will be governed by these Terms. However, API Services in Live Environment shall be governed by the following:

a. If You are or act on behalf of a Direct Customer, Your use of the API Services in Live Environment will be governed by the Terms and the services agreement signed between such Direct Customer and Us (“Direct Agreement”). In case of discrepancy, the Direct Agreement shall prevail.

b. If You are an Indirect User, the relevant Direct Customer will be Your only counterparty for the API Services in Live Environment. For this, Your agreement with the relevant Direct Customer (“Indirect Agreement”) shall govern Your use of the API Services in Live Environment. In these cases, PagoNxt will only be acting as a technology provider of the Direct Customer and will not be liable for the API Services in Live Environment towards the Indirect User in any case.

The Privacy Policy in which we explain the terms under which We process personal data of Users is available here.

2. ABOUT THE PORTAL

The Portal is a technological tool that allows access to certain services (the “API Services") and informative or educational information or materials associated with the API Services (“Materials”), as described below.

Without the need to create an account or contract any Services, the User may browse the Portal, access the API Services in Sandbox Environment and use the Materials. Access to the API Services in Live Environment requires the User or the company it represents to have a Direct Agreement or an Indirect Agreement in place. For this, please, contact Us through paymentshubonboarding@pagonxt.com so We can explain how to proceed.

2.1. API SERVICES

The API Services may include:

• API services: the services and/or functionalities accessible or executed through an specific API. An API is an Application Programming Interface (or any other similar technology or software component), which is offered by Us through the Portal and which allows You to access and use any of Our API Services as available at any given time, through Your application(s).

• SDKs: Software Development Kits offered by Us to facilitate use of the Portal and time to market.

The API Services may be available in Sandbox Environment and Live Environment, as described below:

2.1.1. SANDBOX ENVIRONMENT

Some API Services might be available in sandbox environment (“Sandbox Environment”).

The Sandbox Environment constitutes a trial or evaluation period and is based on a controlled (and therefore fictitious) environment that has no impact on the real world. Thus, any use that You make of the API Services offered through the Portal in Sandbox Environment is limited to a testing environment with the specific purpose of trying out the functionalities of the API Services and verifying the interoperability of Your systems prior to submitting Your application to enter live environment (as described below).

Access to Sandbox Environment does not a Direct or Indirect Agreement.

You also acknowledge that Your use of the API Services in Sandbox Environment will not constitute access or connection to databases of the entity providing the Services. Instead, the data that shall appear during Your use of the API Services will be completely fictitious and for testing purposes only.

Likewise, You acknowledge and accept that, to the extent that the Sandbox Environment is based on a controlled trial environment, We may, but do not assume the obligation to, provide support or assistance. This is a fictitious environment made available to You for testing purposes only.

2.1.2. LIVE ENVIRONMENT

Live environment is a production environment with impact on the real world and with access (connection) to the databases and information of the entity which provides the particular Service (“Live Environment”), please, contact Us through paymentshubonboarding@pagonxt.com so We can explain how to proceed.

Access to Live Environment requires a Direct Agreement with Us or an Indirect Agreement with one of our Direct Customers. The contracting process will take place offline.

You expressly acknowledge and accept that We reserve the right to discretionally approve or reject your request, without having to justify the decision. Once approved, Your use of the API Services in Live Environment will be governed by:

a. If You are or act on behalf of a Direct Customer, Your use of the API Services in Live Environment will be governed by the Terms and the Direct Agreement. In case of discrepancy, the Direct Agreement shall prevail.

b. If You are an Indirect User, the relevant Direct Customer will be Your only counterparty for the API Services in Live Environment. For this, the Indirect Agreement shall govern Your use of the API Services in Live Environment. In these cases, PagoNxt will only be acting as a technology provider of the Direct Customer and will not be liable for the API Services in Live Environment towards the Indirect User in any case.

2.2. MATERIALS

Apart from informative or educational information associated with the Services, Materials also include very simple simulations of the API Services and pseudocode or portions of code alluding to a specific resource. These portions are merely exemplificative and are provided to You by Us merely for informative purposes, so that You may assess whether You are interested in accessing that specific resource.

To the extent that such Materials are informative and do not have a real application to Your products or services, You acknowledge that We assume no liability for any decisions taken by You particularly on the basis of the Materials available on the Portal for these purposes, and We make no warranties as to their fitness for any particular purpose.

We make no warranties regarding the type, number and availability of the Materials. Additionally, We expressly reserve the right to limit access, at any given time and at our discretion, to any of the Materials available on the Portal.

3. USE OF THE PORTAL

It is expressly forbidden to use or access the Portal for illegal or non-authorised purposes. Obligations under this clause apply to all Users, including non-registered Users. In particular, the following actions are not allowed:

• make available through or in connection with the Portal any materials that are defamatory, offensive or otherwise objectionable;

• post any virus that is potentially harmful or invasive or intended to damage the operation of, or to monitor the use of the Portal;

• scrape, gather Portal content, or circumvent the navigational structure or presentation of the Portal, without our prior written consent;

• exploit the Portal without our prior written consent;

• make alterations to the Portal, or permit the Portal or any part of it to be combined with, or become incorporated in, any other programs;

• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal or attempt to do any such thing except solely to the extent that applicable law specifically prohibits such restrictions (such as under sec. 100.5 of the Spanish Copyright Act, provided that You shall first ask us to provide the necessary information, shall set a reasonable deadline for us to do so, and such deadline has passed without us having provided such information);

• provide or otherwise make available the Portal (including object and source code) to a third party, without our prior written consent;

• create Internet links to the Portal or frame or mirror the Portal, or host the Portal on a server (including a website) or in any other manner;

• to the maximum extent permitted by applicable law, access or use the Portal in order to build a competitive product or service;

• use the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms;

• infringe our intellectual property rights or those of any third party in relation to Your use of the Portal (to the extent that such use is not licensed by these Terms); and

• use the Portal in a way that could damage or compromise our systems or security or interfere with other users of the Portal.

Failure to comply with any of the aforementioned obligations may entail the application of any measures that We deem necessary or merely convenient, without the obligation to compensate You for any damages which may arise as a result and regardless of the possible action for damages against You.

We expressly reserve the right to suspend, block, modify, restrict, or temporarily or permanently interrupt Your access, navigation and/or use of the Portal, with or without prior notice, if We notice that You are infringing applicable legislation, these Terms or for unforeseen risks derived from the use of the Portal.

4. THIRD PARTY WEBSITES AND SERVICES

4.1. SERVICES

If You are an Indirect User, Your use of the API Services in Live Environment is at Your own risk. Your use of the API Services in Live Environment may be subject to additional or different terms, conditions and policies with third parties as described in paragraph 2.1.2 above.

4.2. LINK TO THIRD-PARTY WEBSITES

In the event that the Portal displays hyperlinks to other websites by means of buttons, links, banners or embedded content, We inform You that, unless otherwise specified, these are managed and under the control of third parties. We have no control or means, whether technical or human, to monitor, control or approve the information, contents or services provided by other platforms or websites that may be linked to from our Portal.

Consequently, We shall not be held liable for any aspect of the linked website, including, but not limited to, its performance, access, data, information, quality, reliability of the services, any links available in the website and/or any of its contents in general.

In any case, the establishment of any kind of hyperlink in the Portal to another website does not imply any type of relationship, collaboration or dependency between Us and the owners of the third-party website.

4.3. LINKS TO THE PORTAL FROM OTHER WEBSITES

We do not allow introducing links to the Portal in websites that include content or information that is in any way illicit, degrading, or obscene, or that in general contravene the law, morality, public order or generally accepted social standards.

We have no control nor human or technical resources to access or approve the information, contents and services provided by other websites that may establish links to our Portal. We shall not be liable for any aspect related to the website that contains the link, including, but not limited to, aspects relating to its operation, access, data, information, reliance and quality of its services, its own links and/or any of its contents in general. The existence of any links to the Portal does not imply any type of relationship, collaboration or dependency between Us and the owners of the third-party website.

5. INTELLECTUAL PROPERTY RIGHTS OVER THE PORTAL, SERVICES AND MATERIALS

All intellectual and industrial property rights (including under patent law, copyright law, trade secret law, trade mark law, and all other proprietary rights) over the Portal and the Materials, including but not limited to, the Portal and the Materials themselves, texts, photographs or illustrations, logos, brands, graphs, designs, interfaces and any other information, resource, content or service available through the Portal are owned by Us or have been licensed to Us accordingly by their corresponding owner for their display and/or availability on the Portal.

Your intellectual and industrial property rights over the Services, Portal and Materials shall be limited as follows:

Services: The license over third-party API Services will be governed by the relevant terms and conditions applicable to each of the API Services and established by the PagoNxt Entity who renders the Services.

Portal and Materials: We only grant You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license of the intellectual property rights over the Portal and the Materials to access and use the Portal and the Materials for Your internal business purpose and without commercial use.

Nothwithstanding the above and unless otherwise authorized, Your access to and use of the Portal and the Materials shall in no case involve any waiver, transmission, license or transfer, whether in whole or in part, of any intellectual and industrial property rights.

We expressly reserve all our respective intellectual and industrial property rights over the Portal and its contents and Services. Particularly, We do not allow modification, copy, reproduction, communication, transformation or distribution in any media or form, in whole or in part, of the Portal or any of its content for any public or commercial purpose, except under our prior, explicit and written authorisation.

Moreover, it is forbidden to remove or manipulate copyright indications or any other credit that may identify Portal lawful content holders, as well as technical protection devices, digital prints or any protective mechanism or information incorporated to the Portal.

In the event that You submit or send Us information of any kind through the Portal, You acknowledge, warrant and accept that You have the necessary rights to do so, and that such information does not infringe intellectual and industrial property rights of any third party, and that such information is not confidential or detrimental to third parties. In this sense, You grant Us a license to use the information provided through the Portal, as necessary in order to provide You the requested services and/or contents.

6. LIMITATION OF LIABILITY

The Portal, Materials and Services, including without limitation the technology forming part of it, to the fullest extent permitted under applicable law, are provided on an “as is,” “where is” and “where available” basis, without any warranties or conditions of any kind, whether express or implied, statutory or otherwise. We disclaim all warranties and conditions with respect to the Portal, API Services and Materials, including but not limited to warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, title and/or availability.

We do not guarantee that the Portal, Materials and API Services are or will remain updated, uninterrupted, complete, correct and/or secure. Third parties may make unauthorised alterations to the Portal, Materials and Services. If You become aware of any such alteration, contact us and provide us with a description of such alteration and its location on the Portal.

To the fullest extent permitted under applicable law: (i) we will not be liable for damages of any kind; (ii) without limiting the foregoing, we will not be liable for damages of any kind resulting from Your use of or inability to use the Portal, the API Services or the Materials, including from any virus that may be transmitted in connection therewith; (c) Your sole and exclusive remedy for dissatisfaction with the Portal, API Services or Materials is to stop using the Portal, the Materials and the Services; and (d) our maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be fifty euros (EUR50).

IF YOU ARE ACTING AS A CONSUMER, i.e., for purposes which are outside your trade, craft, business or profession, the following two paragraphs fully replace the foregoing three paragraphs of this Section (Limitation on Liability):

“Nothing in these Terms shall have the effect of excluding or limiting our legal liability under applicable law in the event of (i) death or personal injury; (ii) fraudulent misrepresentation or fraudulent concealment of defects of the Portal, the Materials and the Services; (iii) loss and futile expenses caused by willful intent or gross negligence; (iv) a breach of a contractual guarantee as to the quality of the Portal, the Materials and the API Services (if any); or (v) other cases where liability cannot be excluded or limited by agreement in advance (such as e.g. under applicable product liability laws). Subject to the foregoing sentence only:

• We will not be liable for your loss and expenses (jointly the “Damages”) caused without any negligence or intent on our part;

• We will not be liable for your Damages caused by the breach of a non-material contractual obligation caused with only slight negligence;

• Our liability for the breach of material contractual obligations with only slight negligence will be limited to those Damages foreseeable to the parties at the time of the conclusion of the agreement between You and us that typically arise in transactions of this kind. For this purpose, a material contractual obligation is deemed an obligation, the fulfilment of which is a prerequisite for enabling the proper fulfilment of the contract and on the fulfilment of which You may generally rely.

• Where we provide the Portal and the Materials to You free of charge, We will not be liable for damages caused with only slight negligence.

If you are acting as a consumer, i.e., for purposes which are outside your trade, craft, business or profession, your use of the Portal, the Material and the API Services may be covered by warranties against defects under applicable law. Nothing in these Terms limits or excludes your statutory warranty rights and claims.”

All limitations of liability of any kind in these Terms are made for the benefit of us and our affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, and service providers (collectively, the “Affiliated Entities”), and our and their respective successors and assigns. We do not exclude or limit in any way our liability to You where it would be unlawful to do so.

To the fullest extent permitted under applicable law, You agree to defend, indemnify and hold harmless us, the Affiliated Entities and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) (“Claims”) arising out of or relating to (i) Your use of, or activities in connection with the Portal, the Materials and the Services; and (ii) any violation or alleged violation of these Terms by You (except for Claims caused by an act or omission of us or our Affiliated Entities).

7. WARRANTIES BY US

We cannot warrant the reliability, usefulness and veracity of all the information, services and/or content available on the Portal, nor the usefulness or veracity of the documentation provided therein. As a consequence, We cannot warrant and shall not be liable for:

• The continuity of the contents and API Services available on the Portal;

• The absence of errors on the Portal and/or available Services;

• The absence of virus and/or any other damaging components in the Portal or the server providing the Portal;

• The invulnerability of the Portal or the security measures adopted;

• The lack of usefulness or the malfunction of any of the contents of the Portal;

• The damages or losses caused by any person who violates the Terms, whether caused to themselves or to third parties.

8. WARRANTIES BY YOU

You undertake to comply with the Terms and to always act in accordance with applicable legislation. Likewise, You will refrain from using the Portal in any way that may prevent, damage or deteriorate its normal operation, the assets or rights of PagoNxt, the rest of Users or, in general, any third party.

You warrant and represent that:

• The information that You have provided is accurate, true and up to date, and that You are not, and will not, hide or provide false information regarding Your identity, and that You will not provide third party information without their explicit consent;

• You have a legitimate and lawful reason to access and use the Portal, the Materials and the Services;

• You will not perform acts that may harm Us and/or Our rights and interests over the Portal, the Materials and the Services;

• You will comply with these Terms any other legal documents available on the Portal and/or made available to You through any means

• and all laws and regulations applicable to You;

• You will block your User account and inform Us as soon as possible if You suspect or have knowledge of an inappropriate, unauthorized or prohibited use by third parties of Your credentials, the Portal or any Material or Services;

• If You are using Our Portal on behalf of a third-party (i.e., Your company), You have the necessary capacity to act on behalf of Your company and have obtained all necessary consents and approvals to disclose and/or use any data that You and/or Your application(s) collect, generate or use;

• During the term of these Terms, Your application(s) is not and shall not be identified or considered as a service addressed to minors and that You are not included in a website or online service addressed to minors; and

• Your electronic acceptance of these Terms, where applicable, is authentic and is an advance electronic signature from a duly authorized representative, being the signature valid for al purposes according to eIDAS Regulation (Regulation (EU) nº 910/2014 on electronic identification and trust services for electronic transactions in the internal market).

9. UPDATES OR MODIFICATIONS OF THE TERMS, THE PORTAL, THE SERVICES AND THE MATERIALS

We may update these Terms at any time and We will post the updated Terms on the Portal. In addition, if You are a Direct Customer or an Indirect User, any material update will be notified to You by e-mail. We will provide You with the right to terminate Your agreement during a termination period of at least thirty (30) natural days since the update notification from Us. If you do not terminate Your agreement within the termination period, your continued access to or use of the Portal will constitute acceptance of the updated Terms. In our notification, we will inform You of Your right to terminate the agreement, and the legal consequences of non-termination.

Additionally, on occasion, particularly when necessary for any technical, security or business reasons or business continuity, We may perform changes in relation to the Portal and/or any API Services or Materials (“Modifications”). In such cases, the Modifications to the Portal and/or to an available API Services or Materials will be published on the Portal. You shall comply with any new requirements set by any Modification thereto. Any Modifications to the API Services will be notified as established in their specific terms and conditions, if any.

You acknowledge and accept that Modifications may adversely affect Your application(s), including but not limited to:

• Changes in the way Your application(s) communicates with any of the Services;

• Changes in the manner in which Your application requests, receives, accesses, displays, transmits and/or uses any Services;

• Changes to any of Our API Services related to a particular API or SDK.

We shall not be liable to You or to any User for any damages or consequences of any kind arising from any Modification or from its unfavorable effects.

10. TERMINATION

These Terms are effective until terminated.

You may terminate these Terms by sending a notice of termination to us via e-mail to paymentshub.support@pagonxt.com , prior notice of fifteen (15) working days. Termination of these Terms may not suppose the termination of the API Services you have hired or contracted under a Direct or Indirect Agreement, which will survive in case of termination of the Terms. To access the API Services once these Terms are terminated, please, contact XXX. The termination of the API Services will be governed by the applicable terms and conditions.

We may terminate these Terms by written notice to You: (i) on five (5) working days prior notice via e-mail to You for any reason; or (ii) immediately by notice via e-mail to You if You commit a material or persistent breach of these Terms which You fail to remedy (if remediable) within seven (7) natural days after the service of notice via e-mail requiring You to do so.

Notwithstanding anything to the contrary in these Terms, no termination of these Terms will relieve any party of any of such party’s obligations or liabilities accrued prior to such termination. Termination of these Terms by us will be without prejudice to any other right or remedy that we may have, now or in the future. Upon termination for any reason: (i) all rights granted to You under these Terms shall immediately cease; (ii) we may, without liability to You or any third party, immediately deactivate or delete Your account, and all associated API Services or Materials, without any obligation to provide any further access to them; and (iii) You must immediately cease Your use of the Portal, the Materials and the Services.

11. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).

If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms We will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed.

12. CUSTOMER SUPPORT

As owners of the Portal, We offer You a customer service in which We will give due attention to all Your queries, complaints and suggestions in relation to the Portal. However, please note that, to the extent that Your query, request, complaint or suggestion refers to a Service or Material provided by a Direct Customer, We may need to refer it to the entity or We shall indicate You to contact the relevant entity for support. Nonetheless, we do not always have the capacity, means or control to provide You support regarding third-party resources or tools.

You will be able to access the customer service through paymentshub.support@pagonxt.com.

Our customer service will respond to complaints or inquiries received in the shortest possible time that, in any case, within the deadline provided under applicable law, depending on the type of complaint or inquiries.

Likewise, You can use our contact form to get in touch with Us in order to inform Us of the existence of contents within the Portal which You consider that are contrary to law, to these Terms and/or violate the legitimate rights of any third party.

If You provide to us any ideas, proposals, suggestions or other materials (“Feedback”), You agree that such Feedback is not confidential, and that Your provision of such Feedback is free, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.

13. CONFIDENTIAL INFORMATION

You undertake that it shall not at any time reproduce, use, sell, licence, exhibit, publish or otherwise disclose to any person any proprietary, secret or private information obtained as a result of these Terms (“Confidential Information”), except as permitted in this Section.

You shall not use the Confidential Information for any purpose other than to exercise Your rights and perform Your obligations under or in connection with these Terms.

Confidential Information does not include, and the obligations under this shall not apply to, information that the receiving party can evidence: (a) is, or later becomes, publicly available through no act or default of the receiving party or any third party; (b) is rightfully in its possession prior to disclosure to receiving party by disclosing party; (c) is received in good faith by the receiving party from a third party, free of any obligation of confidentiality; or (d) is independently developed without use of the disclosing parties Confidential Information.

14. MISCELANEA

Each of the provisions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

We may transfer our rights and obligations under these Terms. You may only transfer Your rights or obligations under these Terms to another person if We agree in writing.

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between You and us.

Any words following the terms: “including”, “include”, “in particular” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

15. GOVERNING LAW AND JURISDICTION

This Portal, including Your use of the same, and particularly these Terms shall be subject to, interpreted and enforced in accordance with Spanish law.

For all disputes, actions or claims that may arise regarding the interpretation and application of these Terms, You and We agree to submit to the jurisdiction of the Courts of the city of Madrid (Spain) with express and voluntary waiver to any other jurisdiction. If You are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, the foregoing choice of forum and venue does not apply to You, and the forum for any disputes between You and us shall instead be determined by applicable law.

The EU Commission provides a platform for online dispute resolution at https://ec.europa.eu/consumers/odr . We are neither obligated nor ready to participate in online dispute resolution.

Madrid, on 27th February 2024