WELLET TERMS AND CONDITIONS

To download the pdf version, please right-click and select "Print"
Introduction

Wellet GmbH ("Wellet") is a German FinTech company which provides a software point-of-sale ("SoftPOS") application for accepting contactless payments for digital commerce ("Wellet App"). Wellet acts as an entry point into the world of contactless payments and, via the Wellet App, provides seamless access to the payment services provided by third party licensed institutions. To achieve a positive merchant experience, Wellet manages the merchant's individual user account and provides consultancy services and customer support around the SoftPOS application.

Additional information can be found on www.wellet.de (for customers from Germany), www.wellet.es (for customers from Spain) and www.wellet.io (for customers from other jurisdictions) (together "Wellet Web").
1. Scope of application

These Terms and Conditions ("T&Cs") apply to the entire business relationship between you ("You") and Wellet for the use of the services provided by Wellet ("Wellet Services") as defined in 4. below.

You have to be a Merchant to use the Wellet Services. A "Merchant" can only be a natural or legal person with permanent residence/registered seat within the territory of the European Union (official Member States) and the United Kingdom who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity, and who or which has a business bank account. Natural persons are only "Merchants" within the meaning of these T&Cs where they are at least 18 years old.

The Merchant must ensure that he/she has at all times all requisite licenses and permits in place to engage in its activity as Merchant.

2. Identity of Wellet

Wellet is a German Limited Liability Company (Gesellschaft mit beschränkter Haftung) with statutory seat in Düsseldorf and is registered with the Commercial Register of the local court (Amtsgericht) of Düsseldorf, Germany, under docket number HRB 91634.

The address of Wellet is: c/o Dr. Brandenburg GmbH, Am Wehrhahn 50, 40211 Düsseldorf.

You can contact Wellet via:

(a) email: support@wellet.io

(b) the chat function provided on Wellet App and Wellet Web.

For further means of communication offered by Wellet please refer to the dedicated support sections on Wellet Web.

Wellet is a software company focussing on the development and distribution of software products, including mobile applications, and the provision of Software-as-a-Service.

3. One agreement

These T&Cs together with the pricing information on the Wellet Services and the Wellet Privacy Policy constitute the framework agreement under which Wellet provides the Wellet Services to You. You can find the most up-to-date version of these T&Cs and the Wellet Privacy Policy on Wellet Web.

Terms in these T&Cs shall have the meaning as defined herein.

4. Wellet Services

The Wellet Services comprise:

(a) provision of the Wellet App for supported smartphone operating systems which enables Merchants to accept digital payments at the point-of-sale ("POS") with contactless payments;

(b) provision and management of the Merchant's individual user account within the Wellet App ("Wellet User Account (Profile)");

(c) provision of (technical) access to the payment services provided by Paynetics AD, 76A James Bouchier, Sofia, Bulgaria ("Paynetics" and "Paynetics Services");

(d) provision of the Wellet Web; and

(e) customer support and consultancy services for the Wellet Services and the Paynetics Services.

For the provision of the Wellet Services, Wellet cooperates with Paynetics and further partners.

Wellet App

The Wellet App is a technical application enabling the Merchant to accept digital payments from customers at the POS without physical contact via near-field-communication technology (acceptance of payments) (the mobile phone with the activated Wellet App being a "Wellet Terminal"). Upon the successful onboarding (registration) and installation of the Wellet App, the Merchant can start using the Wellet App and install the Wellet App on different mobile devices each of which has an individual terminal ID ("Terminal ID").

As a technical provider, Wellet assists Paynetics with the processing of payment transactions and the settlement with the Merchant's own bank account (payout/settlement). Using the Wellet App and software and acceptance of payments via the Wellet App (the Wellet Terminal) requires the use of a stable internet connection. The Wellet App can only be used in the territory of the European Union and the United Kingdom.

For details on the functionalities of the Wellet App, the requirements for an operational Wellet Terminal, the processing of transactions, the different roles of Paynetics and Wellet and conduct of business guidelines for Merchants please see the Paynetics Documents as defined under 5. below and the information on Wellet Web.

Wellet User Account (Profile)

Upon successful onboarding (registration), Wellet creates an individual Wellet User Account (Profile) and Merchant ID ("Merchant ID") for the Merchant. The Wellet User Account (Profile) is accessible via the Wellet App. Wellet manages the Wellet User Account (Profile) and provides customer support. In the Wellet User Account (Profile), the Merchant is inter alia able to update, amend and supplement the Merchant information.

A Merchant can only have one Wellet User Account (Profile). However, the Merchant can allow his employees ("Merchant Employees") to log into the Wellet User Account (Profile) of the Merchant and use the Wellet App. The Merchant can define the rights of the Merchant Employees (together multi-user interface).

For details on the functionalities of the Wellet User Account (Profile) please refer to the dedicated support sections and Paynetics Documents on Wellet Web.

Wellet Web

Wellet grants natural and legal persons that visit Wellet Web a revocable permission to access and use Wellet Web in good faith and in accordance with the provisions of these Wellet T&Cs. Access Wellet Web requires a working internet connection.

Wellet Web contains general information on the Wellet Services provided by Wellet (or a partner with whom Wellet cooperates specifically for this purpose). Further, Wellet Web provides the infrastructure for the onboarding of Merchants with Wellet and Paynetics (registration). Wellet reserves the right to offer onboarding with Wellet and Paynetics (registration) also or exclusively via Wellet App in future.

Wellet Web is not directed to persons who reside or have their registered seat in jurisdictions outside of the European Union (official Member States) and the United Kingdom. Persons who are subject to such restrictions must not use Wellet Web.

Access to Paynetics Services

Wellet provides technical access to the Paynetics Services by offering the Wellet App and assisting Paynetics with the payment processing. Wellet is not a licensed payment or financial services institution and does not provide any regulated banking or payment services. Paynetics is the acquirer and solely responsible for the provision of the Paynetics Services.

Customer support and consultancy services

Wellet provides consultancy services and customer support in all instances regarding the SoftPOS application and the Wellet App. The customer support team of Wellet can be reached via the chat function on Wellet Web and Wellet App and email (support@wellet.io).

5. Services provided by partners and additional agreements

Wellet is only responsible for providing the Wellet Services on the bases of these T&Cs.

The payment services accessible via the Wellet App are exclusively provided by Paynetics. Paynetics is a regulated e-money institution operating under the laws of the Republic of Bulgaria, registered under the unified identification code (UIC) 131574695 and operating under the supervision of the Bulgarian National Bank. Paynetics provides its services across the EU (European Passport) and in the UK.

Paynetics' contact details are the following:

Paynetics AD

76A James Bourchier, Sofia, Bulgaria

Telephone: +359 2 806 56 15

Email: office@paynetics.digital

Agreements between You and Paynetics, in particular the Paynetics Terms and Conditions ("Paynetcis T&Cs"), the Paynetics Merchants Payment Acceptance Guide ("Paynetics Merchants Guide") and the Paynetics Privacy and Security Policy ("Paynetics Documents"), apply in addition to the agreements between You and Wellet. The Paynetics Documents are accessible via Wellet Web.

6. Onboarding with Wellet and Paynetics: Registration

The Merchant must successfully register with Wellet and Paynetics to be able to use the Wellet Services and the Paynetics Services.

(a) Wellet Web and Wellet App registration

Wellet offers registration via Wellet Web and/or (as soon as available) Wellet App. For registration via

(i) Wellet Web, You need to login to Wellet Web with a supported email address or Your Facebook login details, run through the registration process and download the Wellet App;

(ii) Wellet App, You need to download the Wellet App and run through the registration process.

You can download the Wellet App on Your smartphone from the GooglePlay Store. Information on eligible smartphones operating systems can be found on Wellet Web.

For using the Wellet App, You need to create a security feature, e.g. password ("Wellet App Security Feature"). In order to accept payments exceeding legally specified transaction amounts (CVM limit) You will need to download a special PIN entry expansion application from the GooglePlay Store.

Further, You need to have an email address with an inbox to which only You have access.

(b) Registration process

During the registration process You must:

(i) agree to these T&Cs, the Wellet Privacy Policy and the Paynetics Documents;

These T&Cs, the Wellet Privacy Policy and the Paynetics Documents in the version the Merchant has accepted, are either sent to Your email address for your recording or stored in a separate section on Wellet App. You are also able to download these documents from the link provided during the registration process.

and

(ii) provide all data requested for Know-Your-Customer checks ("KYC Checks") checks by Wellet and Panetics.

Further steps within the KYC process, e.g. a video identification interview, might be required and You might be requested to provide additional information.

The KYC checks are regulatory requirements to make sure Paynetics and Wellet can accept You as a Merchant. You must provide all requested data to enable Paynetics and Wellet to complete these checks. In case You do not submit all information, You might unfortunately not be able to use the Wellet Services and the Paynetics Services or make payouts.

By providing the requested information, You make binding offers to Wellet and Paynetics for entering into a contract on the use of the Wellet Services and Paynetic Services on the basis of these T&Cs and the Paynetics Documents.

Wellet will inform You about the contractual acceptance of Your offers and that You can start using the Wellet App. Wellet will also store in its systems the contractual documents agreed with You for documentary purposes.

Wellet reserves the right to refuse registration to You without providing reasons.

7. Content of Wellet App and Wellet Web; IP rights

Wellet (or a partner with whom Wellet cooperates specifically for this purpose) is exclusively responsible for and retains all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all information and content (including all information, images, videos, databases and computer programs) available on Wellet App and Wellet Web and in the software underlying Wellet App and Wellet Web ("Wellet Software").

No permission given by Wellet to use or access the Wellet App and Wellet Web shall convey any proprietary or ownership rights in the Wellet App, Wellet Web or the Wellet Software. The Merchant shall not attempt to modify, translate, disassemble, de-compile, copy or reverse engineer the Wellet App, the Wellet Web or the Wellet Software or create any derivative product based thereon.

Any use of the Wellet App and Wellet Web that goes beyond normal use, in particular the private and commercial reproduction, modification, distribution or storage of information or files, in particular of texts, parts of texts, images and film material, requires the prior express written consent by Wellet. This also applies to inclusion in electronic databases and reproduction on CD-ROM, DVD etc. or any kind of social media, in applications or in the internet, as well as modification, distribution or other misuse. By downloading or sending the source code, the Merchant does not acquire any ownership rights to the Wellet App. No copyrights or other ancillary copyrights shall be transferred. If the service is discontinued the Merchant is obliged to delete the software provided immediately. In all other respects the legal limits arising from copyright law and other applicable legal provisions shall apply.

Wellet App and Wellet Web may contain links to other websites that may contain information produced or disclosed by persons that are independent from Wellet. Wellet is not responsible for such information and cannot accept liability therefor. The existence of a link to another website on Wellet App or Wellet Web may not be seen as a recommendation, endorsement or other kind of support to such websites or its provider by Wellet.

8. Merchant's duties of cooperation and diligence

8.1 General

The Merchant shall always comply with the safety instructions of Wellet and Paynetics, in particular as set out in the Paynetics Merchants Guide.

The Merchant is obliged to keep his/her information provided to Wellet (in particular in the User Account (Profile)) up-to-date and to make required updates of information via the Wellet App.

The Merchant shall check the messages sent by Wellet to the email address of the Merchant on a regular basis. The Merchant shall promptly notify Wellet of any changes to his/her data provided to Wellet.

The Merchant is obliged to install all updates of the Wellet App, when available.

8.2 Wellet App Security Feature

The Merchant is allowed to provide access to his Wellet User Account (Profile) to the Merchant Employees. However, each Merchant Employee must download the Wellet App and create his/her own Wellet App Security Feature. Sharing of Wellet App Security Features is not permitted.

The Merchant is responsible to ensure that the Merchant and the Merchant Employees keep

(a) the Merchant ID confidential and secured against access by third parties; and

(b) their respective Wellet App Security Features confidential and secured against access by third parties.

In particular the Merchant shall ensure the following and instruct the Merchant Employees accordingly:

(a) the Wellet App Security Feature and the Merchant ID must not be stored electronically in an unsecured way;

(b) when entering the Wellet App Security Feature, it must be ensured that other persons cannot spy out such features;

(c) the Wellet App Security Feature must not be forwarded outside the authentication process as provided for in the Wellet App;

(d) the different elements of the Wellet App Security Feature must not be stored together; and

(e) the combination of the Wellet App Security Feature and the Merchant data must not be used for any other service.

If the Merchant discovers that his/her Wellet App Security Feature or a Wellet App Security Feature of a Merchant Employee has been retrieved by any third party other than the Merchant or the Merchant Employee (as applicable), that the Merchant ID has been retrieved by any third party other than the Merchant or the Merchant Employees, or that the Wellet App or Wellet User Account (Profile) was used without permission, the Merchant shall promptly (i) notify Wellet thereof by email or any means of communication offered to the Merchant on Wellet Web, (ii) notify Paynetics thereof via email (support@paynetics.digital) and – in case of the Wellet App Security Feature – (iii) change the Wellet App Security Feature or instruct the respective Merchant Employee to do so (where applicable), without undue delay (unverzüglich).

9. Unauthorized use of the Wellet App by the Merchant

The Merchant may only use the Wellet App for legal purposes (in compliance with all applicable laws and regulations in force) and in accordance with the purpose set out in these T&Cs and the Paynetics Documents and not in a manner that could violate the integrity of Wellet, Paynetics or any of their affiliated companies.

The Wellet App may only be used by the Merchant that applied for Registration in his/her own name and for his/her own account and, as far as the Merchant has allowed the Merchant Employees access, the Merchant Employees.

The use of the Wellet App with an access device that circumvents the manufacturer's restrictions on use or security functions especially with respect to the operating system, e.g. through a process such as jailbreaking or by means of rooting, is expressly prohibited.

Unless expressly permitted in these Wellet T&Cs, the Merchant shall not:

(a) publish, distribute, sell, rent, lease or transfer the Wellet App and the Wellet Terminal or allow the use of the Wellet Terminal or the Merchant ID by third parties (other than the Merchant or the Merchant Employees);

(b) reproduce the Wellet App;

(c) store the Wellet App on a server or another storage device connected to a network, or set up a database by systematically retrieving and storing data from the Wellet App;

(d) remove or modify the contents of the Wellet App or circumvent security measures or interfere with the proper functioning of the Wellet App or the server on which the Wellet App is hosted; or

(e) do anything else that is not expressly permitted by these Wellet T&Cs.

The Merchant shall ensure that the Merchant Employees comply with this section 9. of the T&Cs.

10. Merchant's own responsibility

The Merchant shall use the Wellet App and Wellet Web at his/her own risk. Any damage to the Merchant's equipment resulting from the downloading of devices from or other uses of the Wellet App and Wellet Web (including the infection with a virus or malicious codes or destructive elements) shall be borne by the Merchant.

11. Availability of and modifications of the Wellet App and Wellet Web

Wellet will use all reasonable endeavours to provide the Wellet Services twenty four (24) hours a day, seven (7) days a week, the whole year. It is possible, however, at reasonable judgement of Wellet, to suspend temporarily the Wellet Services or to limit the functioning of the Wellet Services in order to perform the activities of maintenance or if Wellet is obligated by law or if the Merchant fails to fulfil his/her material obligations under these T&Cs (including unauthorized use of the Wellet App by the Merchant or a Merchant Employee), or if Wellet has grounded suspicions that the Merchant or a Merchant Employee is engaged in illegal activities, money laundering or financial terrorist activities.

To the extent permitted by applicable law, Wellet shall inform the Merchant of a suspension or limitation and, if possible, the steps required to enable Wellet to undo the suspension or limitation of the Merchant's access to the Wellet Services.

Wellet may modify or discontinue the Wellet App and Wellet Web or parts thereof. In particular, Wellet may modify the format and content of the Wellet App and/or the requirements for the access devices from time to time. This may mean that Wellet may discontinue the service for certain or out-dated versions of an smartphone operating system and out-dated versions of the Wellet App.

It is the responsibility of the Merchant to ensure that his/her equipment meets all technical requirements necessary to use the Wellet App at all times. The Merchant is also responsible for all fees and costs arising from the use of his/her equipment in connection with the Wellet App, including network usage and the fees of the respective smartphone provider.

The "Special Terms of Use for Users who download the Wellet App from Google's Googe Play Store" as set out in Annex 1 to these Wellet T&Cs apply in addition if the Merchant downloads the Wellet App via the Google Play Store by Google Inc.

12. No advice

In providing the Wellet Services, Wellet is not providing any investment, other financial, legal or tax advice.

13. Language of contract

These T&Cs and all further documents referred to herein are provided to You and concluded and all communication between Wellet and You during the term of the contract will be in German (for German customers), Spanish (for Spanish customers) and English (for customers from other jurisdictions). Wellet may offer further languages of contract and communication in the future.

14. Communications

Communications between Wellet and the Merchant in connection with the Wellet Services and the Wellet App and Wellet Web will be in electronic form. Notifications by Wellet to the Merchant will be

(a) made through the Wellet App by push notification,

(b) placed into a separate section on the Wellet App or sent to the email address of the Merchant,

(c) Short Message Service (SMS),

(d) or, where Wellet offers such means of communication, provided to the Merchant via WhatsApp message

unless a notification in paper form is mandatorily required by law.

You can contact Wellet via email (support@wellet.io) or via the chat function provided in the Wellet App and on Wellet Web. Please also see section 19. below for filing termination notices to Wellet.

For further means of communication offered by Wellet please refer to the dedicated support sections on Wellet Web.

15. Pricing

An up-to-date list of fees and other costs for using the Wellet Services and the Paynetics Services is available on Wellet Web ("Cost Table").

Wellet may introduce and from time-to-time charge or amend fees for the Wellet Services and/or introduce new fees for the Wellet Services. In such case, Wellet will notify the Merchant at least 30 days in advance.

16. Details on payment

Once Wellet has introduced fees for Wellet Services, Wellet will notify the Merchant of available payment methods via Wellet App.

17. Amendments to the T&Cs

These T&Cs including the Cost Table may be amended and updated from time to time.

The most recent version of these documents will be available on Wellet Web and can be accessed via the Wellet App.

In case of major changes, Wellet will notify the Merchant via of any proposed amendments.

18. Liability of Wellet

Wellet is liable for Your damages as provided for in applicable laws subject to the following provisions.

Wellet shall only be liable for foreseeable damages. Liability for indirect damage, in particular consequential damage, unforeseeable damage or atypical damage as well as loss of profit shall be excluded. The same applies to the consequences of industrial disputes, accidental damage and force majeure.

Wellet does not accept liability for damages arising to a client as a result of using the services provided or contents published by Wellet.

The above stated limitation of liability shall not apply (i) in cases of intentional or grossly negligent behaviour on the part of Wellet or any of its vicarious agents, (ii) to any damage arising from injury to life, body, or health resulting from a breach of duty by Wellet or an of its vicarious agents; and (iii) to the breach of any obligations, the proper fulfilment of which is essential for the proper performance of the contract and on the fulfilment of which the client may reasonably rely.

19. Contractual termination and penalties

The T&Cs are valid for an indefinite period.

The Merchant can pause or stop using the Wellet Services and Paynetics Services at any time without any fines. However, if the Merchant does not use the Wellet Services and Paynetics Services for a period of two (2) years, Wellet might close the Merchant User Account (Profile) after a thirty (30) days prior notice where the Merchant fails to declare that he/she wishes to preserve the User Account (Profile). Upon such closure, the Merchant will not be able to accept any payments or make any payouts. If the Merchant want to continue using the Wellet Services and the Paynetics Services after closure of Your Wellet User Account (Profile), You need to successfully register with Wellet and Paynetics again according to the procedure set out in section 6. above.

The Merchant may terminate the entire business relationship or individual parts thereof with Wellet unilaterally upon a thirty (30) days prior notice by submitting an email to support@wellet.io. Where Wellet or Paynetics have increased any rates, fees or changes for the Wellet Services or the Paynetics Services, except for any amendments necessitated and required by any card associations. The Merchant may also send termination notices for Paynetics Services via email (support@wellet.io) to Wellet. Wellet will process such termination notices to Paynetics.

Wellet may terminate the entire business relationship with the Merchant, or individual parts thereof, unilaterally

(a) Upon thirty (30) days' prior written notice to the Merchant; or

(b) by way of a termination for good cause (aus wichtigem Grund) without observing a notice period.

Examples for good causes for a termination are

repeated violations or a serious one-time breach of these T&Cs (including attempted deception of Wellet or of other partners by the Merchant deliberately providing false information);

the termination for good cause for the Paynetics Services by Paynetics, or with respect to individual services provided by Paynetics;

where Wellet has clear evidence or a strong suspicion of any malicious or fraudulent activity by the Merchant or a Merchant Employee; or

where the Merchant has undertaken a manipulation of the Wellet App or abuse of any latency that might exist in the Wellet App.

On termination, the Merchant must remove any references to Wellet from an all of its promotional materials or literature, agreements or on the Merchant's website.

Contractual penalties are not provided for in the event of termination.

20. Accessing the Wellet Services in case of termination

The Merchant's right to access the Wellet Services ceases in case of

(a) an ordinary termination with the expiry of the applicable notice period; or

(b) a termination for good causes with immediate effect.

Upon the effective date of the termination, the Merchant will no longer be able to accept any payments or make any payouts via the Wellet App. The Merchant will, however be able, to view the history of transactions in the Wellet Services for a period of fifteen (15) days.

21. Governing law and legal venue

The T&Cs and all further agreements between Wellet and the Merchant shall be governed by German law.

The exclusive place of jurisdiction for all disputes in connection with these proceedings is Düsseldorf, Germany.

22. Assignment

You may not assign any right or obligations You have under these T&Cs without the prior written consent of Wellet.

23. Severability

If any provision of these T&Cs is held to be invalid in whole or in part, the validity of the remaining provisions will not be affected. The same applies if the T&Cs should have a gap. If any provision of the T&Cs is held to be unenforceable, the enforceability of all remaining provisions shall not be affected thereby.

ANNEX 1

"Special Terms of Use for Users who download the Wellet App from Google's Google Play Store"

The following conditions apply in addition to these T&Cs if the customer download the Wellet App via the Google Play Store by Google Inc. ("Google"):

1. The customer accepts that these terms of use are only effective between the customer and Wellet, not with Google.

2. The customer's use of the Android App must meet the current terms of use of Google Play.

3. Google is only the provider of Google Play where the customer downloaded Wellet's Android App. Only Wellet, and not Google, is solely responsible for the Android App, services and content, which are accessible via these. Google has neither an obligation nor a liability regarding the Android App or this agreement.

4. The customer acknowledges that Google is a third-party beneficiary of these terms of usage, as far as a connection to Wellet's Android App is established.