COMO DL S.A. (“COMO DL” or the “Company”) is a company incorporated under Luxembourg law, with registered office at 1 Rue de l’Innovation, L-1896 Kockelscheuer, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B208603. COMO DL is authorized as a payment institution in Luxembourg and is supervised by the Commission de Surveillance du Secteur Financier (“CSSF”) under license number Z00000013.

By accepting these Terms and Conditions through an electronic checkbox or similar online method, the client company (the “Client”) confirms its agreement to all terms herein. Such electronic acceptance constitutes a legally binding agreement between the Client and COMO DL S.A. for the provision of the services described below.

1. Definitions

For the purposes of this Agreement, the capitalized terms below shall have the following meanings:

• Account: any account(s) opened with COMO DL in the Client's name.

• Agreement: These Terms and Conditions, together with any other contractual documents and annexes (if any), form the legal agreement between the Client and COMO DL.

• Applicable Law: any law, statute, regulation, court order, or legally binding requirement applicable to either Party, including instructions from competent authorities and any sanctions or embargo rules imposed by Luxembourg, the European Union, the United States, the United Nations, or any other relevant jurisdiction.

• Authorized User: any individual authorized by the Client to access and use the Platform and Services on the Client’s behalf.

• Beneficial owner: Any natural person(s) who ultimately owns or controls the Client and/or any natural person(s) on whose behalf a transaction or activity is being conducted.

• Business Day: any day on which banks are open for general business in Luxembourg and, where relevant to a Transaction, in the jurisdiction(s) whose currency or payment system is involved in that Transaction.

• Business Hours: 09:00 to 17:00 Central European Time (Luxembourg local time) on Business Days.

• Client: the corporate customer entering into this Agreement with COMO DL for using the Services (also referred to as “you” in specific contexts).

• Compliance Obligations: any obligations for COMO DL to comply with laws, regulations, international guidance, internal policies, or requests from authorities regarding anti-money laundering, counter-terrorist financing, fraud prevention, sanctions, or similar requirements.

• Insolvency Event: the occurrence of any event in which a Party is unable to pay its debts or becomes subject to bankruptcy, insolvency, restructuring, liquidation, or similar proceedings, or any analogous event in any jurisdiction.

• Instruction: any payment order or transaction request submitted by the Client (or an Authorized User) to COMO DL through the Platform.

• Loss: any loss, cost, damage, expense, tax, or liability of any kind (including but not limited to lost profits or consequential damages).

• Platform: the online banking platform, application programming interface (API), dashboards, and related systems provided by COMO DL for access to the Services.

• Website: the official website of COMO DL, currently accessible at www.como-dl.com, and any replacement or additional domain notified by COMO DL from time to time.

• Services: the payment services and related financial services provided by COMO DL to the Client under this Agreement, as described in Section 3 (“Services Provided”).

• Transaction: any transfer, payment, currency exchange, or other payment-related operation executed by COMO DL on behalf of the Client.

• Party: either the Client or COMO DL, and Parties refers to both collectively.

2. Scope and Applicability

2.1. Scope of Agreement – These Terms and Conditions (“General Terms and Conditions”) set out the legal framework governing the business relationship between COMO DL and the Client in relation to all products and Services provided by COMO DL to the Client. By agreeing to these Terms and Conditions, the Client confirms that it is a corporate entity (business customer) and that the Services will be used for business purposes only, not for personal, family, or household purposes.

2.2. Hierarchy – If there is any conflict between these General Terms and Conditions and any specific contract or service agreement individually negotiated between COMO DL and the Client, the terms of the individually negotiated agreement shall prevail to the extent of the inconsistency, unless otherwise expressly stated or required by Applicable Law.

2.3. Acceptance by Related Entities – These General Terms and Conditions also apply to any functions or activities performed by the Client’s subsidiaries, affiliates, or any other entities or persons acting on the Client’s behalf in connection with the Services. The Client shall ensure that any such parties comply with these Terms and Conditions when using the Services

2.4. Headings and Definitions – Section and clause headings in this Agreement are for reference only and shall not affect interpretation. Capitalized terms are defined in Section 1 (Definitions) or otherwise in the text of this Agreement.

2.5. Electronic Agreement – The Client acknowledges that acceptance of these Terms and Conditions through an electronic process (for example, clicking “Accept” on the Website or platform) is legally equivalent to the Client’s signature on a physical contract. The date of electronic acceptance shall be deemed the Effective Date of the Agreement. No separate signature or hard-copy agreement is required for these Terms and Conditions to be fully enforceable.

3. Services Provided

3.1. Overview of Services – COMO DL operates a modular global payments platform and offers the Client a range of multi-currency account services and payment services. The Services available to the Client may include, without limitation:

• Account Services: Provision of multi-currency payment account(s) with IBAN(s) for the Client, enabling the execution and settlement of payment transactions (including credit transfers, direct debits, and money remittance).

• Domestic and International Transfers: Execution of credit transfers (including SEPA transfers and standing orders) and international wire transfers via SWIFT.

• Direct Debits: Execution of direct debit transactions (one-off or recurring) from or to the Client’s account.

• Card Payments: Execution of payment transactions initiated using payment cards or similar devices (including card issuing or processing, as applicable).

• Payment Acquisition and Remittance: Acquiring of payment transactions (e.g., processing card transactions for the Client as a merchant) and money remittance services (including payment or collection on behalf of third parties).

• FX Services: Foreign exchange services related to payment transactions (e.g., currency conversion for payments). Such FX services are provided for transactional purposes only and not for speculative trading or currency holding for profit. The Client acknowledges that any foreign exchange transaction may involve the transfer of funds to an external foreign exchange provider outside of COMO DL’s safeguarded accounts for a short period (typically minutes or hours) until the conversion is completed.

• Other Ancillary Services: Any additional services or features that COMO DL may offer to the Client from time to time, which may be subject to supplementary terms.

3.2. Services Agreements – COMO DL may require a separate agreement or annex for certain Services, in which case those Services will be governed both by these General Terms and Conditions and any additional terms provided at the time.

3.3. No Obligation to Provide All Services – COMO DL is not obligated to provide every service listed in Section 3.1 to the Client. Services are provided at COMO DL’s discretion and according to what has been contractually agreed with the Client. COMO DL may refuse to provide or suspend any particular Service for which the Client has not met the eligibility criteria or in the cases described in the Section 3.6 of this Agreement. The Client also acknowledges that COMO DL does not provide investment or investment advisory services, and COMO DL will not monitor the Client’s financial standing or objectives beyond required regulatory screening.

3.4. Access to Platform – Upon acceptance of this Agreement and completion of onboarding requirements, including but not limited to KYC/KYB/AML checks, the Client will be granted access to COMO DL’s online platform (including any web or mobile interfaces and dashboards). The Platform enables the Client to use the Services and initiate Transactions electronically. The Client is responsible for having the necessary technology and internet access to use the Platform.

3.5. Third-Party Services – Some Services (such as certain foreign exchange conversions or payment processing networks) may be provided through third-party service providers or banks integrated with the COMO DL Platform. The Client acknowledges the execution of certain Transactions (for example, SWIFT transfers or card transactions) may involve third-party networks and intermediaries outside the control of COMO DL.

3.6. Where COMO DL uses an external foreign exchange provider, the Client’s funds remain safeguarded in accordance with applicable law.

3.7. Suspension of Services – COMO DL may withdraw or suspend any Service, in whole or in part, without prior notice if it reasonably suspects that: (a) the Service is being used in furtherance of fraud, financial crime or in violation of Applicable Law or this Agreement; (b) the security or integrity of the Platform or Services is at risk; or due to any other objectively justified reasons. In such cases, COMO DL will, unless prohibited by law, inform the Client of the suspension and may require additional information from the Client. COMO DL shall not be liable for any losses incurred by the Client due to a justified suspension or withdrawal of Services under this clause.

3.8. Blocking of Accounts – The Client authorizes COMO DL to block or freeze any Account or Transaction without prior notice if required by law or if a third-party claim or legal notice is received regarding the assets in the Account, or if COMO DL becomes aware of any alleged unlawful activity by the Client or any beneficial owner of the Account. COMO DL may maintain such block until the issue is resolved, provided that the block shall be reviewed on a regular basis and lifted once the legal grounds no longer apply. COMO DL will inform the Client as appropriate, unless legally restricted from doing so.

3.9. Insolvency – If the Client becomes subject to an Insolvency Event or COMO DL has reasonable grounds to suspect that the Client is or will be unable to meet its obligations, COMO DL may refuse to execute new Instructions or Transactions for the Client (except as may be ordered by a court or insolvency practitioner). The Client must inform COMO DL promptly if it is the subject of any Insolvency Event or is imminently likely to be. Upon receiving evidence of the appointment of an administrator, liquidator, or similar official for the Client, COMO DL will act in accordance with instructions from such duly appointed person.

3.10. Service Limitations – COMO DL will execute Transactions based on the Instructions it receives from the Client, but COMO DL is not liable for any loss arising from the rejection or delay of an Instruction in accordance with this Agreement. The Client is responsible for ensuring that all Instructions are clear, correct, and authorized; COMO DL is not liable for errors or misunderstandings arising from unclear or incomplete Instructions. Furthermore, unless otherwise agreed in writing by COMO DL, the Client may not use the Services to execute transactions on behalf of third parties (such as the Client’s own customers) except where the Client has entered into a specific arrangement with COMO DL to act as a payment facilitator or intermediary for identified end clients or merchants.

3.11. Execution Times & Value Dates – Unless otherwise agreed, transactions in euros within the EEA shall be credited to the payee’s payment service provider no later than the end of the next Business Day following receipt of the payment order. For paper-initiated transactions, execution may take up to two Business Days, or two Business Days if initiated on paper. Transactions involving other currencies or conversions may take up to four Business Days. The value date for the payer’s account shall not be earlier than the time the funds were debited, and the value date for the payee’s account shall be no later than the Business Day on which the funds are credited.

4. Account Use and Authorized Users

4.1. Authorized Users – The Client may designate one or more representatives to act on its behalf in using the Platform and Services (“Authorized Users”). By default, the individuals who complete the account registration process or otherwise are identified in the onboarding documentation as having access rights shall be considered Authorized Users for the Client. The Client confirms that each Authorized User is duly authorized to represent and bind the Client in all dealings with COMO DL (including but not limited to giving Instructions) unless the Client notifies COMO DL otherwise in writing in advance. Authorized Users may perform actions on the Platform such as adding or removing other Authorized Users (with appropriate roles/administrator rights) or activating or deactivating features and services, as permitted by the Platform’s functionality.

4.2. User Approval and Removal – The designation of an Authorized User is subject to verification and identification by COMO DL. COMO DL may require evidence of the identity and authority of any proposed Authorized User and may, in its discretion, refuse to approve or may revoke an Authorized User’s access at any time, where justified on grounds of identity, authority, compliance, or security risk.. The Client is responsible for promptly informing COMO DL (through the Platform or via designated channels) of any changes in Authorized Users, including if an Authorized User should be removed or if their permissions should be altered. Upon receipt of such notice, COMO DL will update its records and the Client’s account permissions accordingly. Until such notice is given and processed, COMO DL may rely on the last instructions regarding Authorized Users it has on record.

4.3. Security Credentials – COMO DL will issue (or enable the Client to set) personalized security credentials (such as usernames, passwords, two-factor authentication codes or devices) for each Authorized User to access the Platform. The Client and each Authorized User must keep these security credentials confidential and secure. Credentials are strictly personal to the Authorized User and may not be shared or used by any other person. The Client is responsible for ensuring that Authorized Users: (a) protect the security of their access devices and credentials; (b) use strong passwords and update them regularly; and (c) follow any security guidelines provided by COMO DL for accessing the Services. If the Client or an Authorized User suspects that any security credentials or devices have been lost, stolen, or compromised, the Client must notify COMO DL immediately. In such an event, COMO DL may suspend access to the Platform or take other appropriate measures to prevent unauthorized transactions.

4.4. Proper Use of Platform – The Client and its Authorized Users shall use the Accounts, Platform, and Services only for legitimate business purposes and in accordance with this Agreement and Applicable Law. The Client is responsible for all acts and omissions of its Authorized Users when accessing the Services, and any Instruction or agreement made by an Authorized User within the scope of their authority will be binding on the Client. The Client shall ensure that all devices, software, and internet connections used by Authorized Users meet the security standards and technical requirements communicated by COMO DL (such as up-to-date antivirus protection, firewall, and software updates). The Client and Authorized Users must not attempt to compromise, circumvent, or interfere with the security or functionality of the Platform. Any attempt to tamper with, hack, reverse-engineer, or otherwise misuse the Platform or Services is a material breach of this Agreement.

4.5. Notification of Irregularities – The Client (and its Authorized Users) must promptly notify COMO DL if they become aware of any irregularities or unauthorized access regarding the Accounts or the Platform. This includes incidents of actual or suspected hacking, fraud, misuse of the Platform, or unauthorized transactions. Upon such notification (or if COMO DL otherwise discovers such issues), COMO DL may block or turn off relevant access credentials, freeze affected Account(s), or take other necessary steps to ensure security.

4.6. Account Usage Restrictions – The Client shall only use the Accounts and Services for the purposes for which they are provided. The Client may not use the Account to hold funds or manage transactions on behalf of third parties (other than as specifically permitted under a written agreement with COMO DL). The Client must not use the Services for any unlawful activity, including but not limited to money laundering, tax evasion, financing of terrorism, fraud, or transactions involving sanctioned persons or countries. COMO DL reserves the right to impose further reasonable restrictions on account usage, transaction volume, or types of transactions, based on risk considerations or to comply with regulatory requirements. The Client shall comply with any such restrictions notified to it by COMO DL.

4.7. Periodic Transaction Information – Upon request, the Client may receive or access, at least once per month and free of charge, a statement showing all executed payment transactions, including transaction references, amounts, charges, applicable exchange rates, and value dates, in a format that can be saved and reproduced without alteration.

5. Client Obligations and KYC

5.1. General Legal Compliance and Declarations – The Client shall conduct its business with COMO DL in full compliance with all Applicable Laws, including anti-money laundering (“AML”), counter-terrorist financing (“CTF”), and sanctions regulations. The Client represents and warrants that all assets or funds deposited or transferred through COMO DL are not derived from criminal activity and will not be used for illicit purposes. The Client also confirms that using the Services, fulfilling its obligations under this Agreement, and entering Transactions will not breach any Applicable Law, order of a competent authority, court judgment, or the Client’s own constitutional documents. The Client shall immediately inform COMO DL if it becomes unable to meet these obligations or if any declaration in this clause ceases to be true.

5.2. Cooperation and Information Requests – The Client shall cooperate promptly and fully with COMO DL in all operational, compliance, and regulatory matters. This includes providing, upon request, information on specific Transactions, their nature and purpose, and details of beneficiaries, payers, payees, or counterparties. If COMO DL designates a request as urgent (e.g., suspected fraud or regulatory inquiry), the Client shall respond as soon as possible and no later than four (4) Business Days from the date of the request. Other requests shall be answered promptly and within ten (10) Business Days. Failure to respond without a valid reason constitutes a material breach.

5.3. Accuracy and Updates – All information and documentation provided by the Client must be true, accurate, current, and not misleading. The Client shall notify COMO DL immediately of any changes, including but not limited to name, address, ownership or control structure, directors or representatives, beneficial owners, tax residence, VAT number, business activities, licenses, or contact details. The Client must also inform COMO DL in advance of any significant changes to its business model, use of the Account, or transaction patterns, and of any planned change in control or expansion into new geographies or industries. Notice should be given at least 60 days in advance, where feasible.

5.4. Know-Your-Customer (KYC) and Due Diligence – As a regulated payment institution, COMO DL is legally required to perform due diligence to understand the Client’s business and Transactions. The Client shall provide all requested documents and information at onboarding and on an ongoing basis. This may include corporate formation documents, licenses, proof of address, ownership charts, and identification for directors, signatories, and beneficial owners, as well as information on activities, sources of funds, financials, and counterparties. COMO DL may obtain such information from third-party sources. Completion of KYC to COMO DL’s satisfaction is a condition of providing Services. COMO DL may postpone or refuse Services until KYC is complete and verified.

5.5. Ongoing Compliance and Reviews – The Client shall participate in any KYC refresh or re-validation requested by COMO DL, whether periodically or upon trigger events (e.g., changes in law or the Client’s activity). The Client shall provide reasonable access to personnel, records, and systems, and will bear reasonable costs if material non-compliance is found.

5.6. Liability for Information – COMO DL will maintain confidentiality and security of Client data in accordance with law. However, the Client is liable for any losses caused by failure to provide requested information, or by providing false, inaccurate, or misleading information. Providing false information or concealing the true nature of Transactions may result in reporting to authorities.

5.7. Own Legal Obligations – The Client is solely responsible for complying with all laws applicable to its business, including tax, reporting, and data protection obligations. COMO DL does not provide legal or tax advice and accepts no liability for the Client’s non-compliance with its own obligations.

5.8. AML/CTF and Sanctions Compliance – The Client shall not use the Services for activities that breach AML/CTF laws or involve sanctioned persons or countries. “Sanctions” include measures enacted by Luxembourg, the EU, the United Nations, or other relevant authorities. The Client warrants that it and its beneficial owners and officers are not sanctioned or located in sanctioned jurisdictions. The Client shall not directly or indirectly use the Services in a way that could cause COMO DL to breach sanctions.

5.9. Monitoring, Blocking, and Reporting – COMO DL monitors Transactions and account activity for compliance with AML, CTF, and sanctions laws. It may refuse, delay, or block any Transaction it reasonably suspects to be unlawful, non-compliant, or inconsistent with the Client’s profile, and may request further information to verify its legitimacy. The Client shall provide such information promptly and accurately.

Where permitted by law, COMO DL will inform the Client if a Transaction is not executed and give the general reason. COMO DL may, where required, file suspicious activity or suspicious transaction reports, freeze accounts, or terminate the Agreement. The Client acknowledges that legal restrictions (including “tipping-off” prohibitions) may prevent COMO DL from notifying the Client about such actions or any related investigation.

5.10. Regulatory Reporting – The Client acknowledges that COMO DL may be legally required to report certain cross-border payments, tax-related data, and other information to authorities, including under FATCA/CRS and AML regulations. The Client shall provide any statements or certifications necessary for COMO DL to meet these obligations. Failure to do so may result in reporting based on available data and could lead to service restrictions or penalties.

6. Fees, Charges, and Payment Terms

6.1. Pricing Schedule – The Client shall pay to COMO DL the fees, charges, and commissions applicable to the Services provided. Fees and rates are set forth in the “Pricing Schedule” published on the Website, or in a specific agreement between the Client and COMO DL. Unless otherwise stated, all fees are denominated in Euros (EUR) or another currency specified in the Pricing Schedule and are exclusive of any value-added tax (VAT) or similar taxes, which, if applicable, will be added as required by law.

6.2. Additional Charges – In addition to standard service fees, the Client agrees to reimburse COMO DL for any out-of-pocket expenses and ancillary charges reasonably incurred in connection with the Client’s use of the Services. These may include, for example:

• Delivery costs or courier fees for sending documents or cards to the Client;

• Postage, telephone, or other communication costs incurred on behalf of the Client;

• Any taxes, duties, or levies imposed on transactions or on the relationship by Luxembourg or foreign authorities, to the extent the Client is ultimately liable for such amounts;

• Costs of any action taken by COMO DL to enforce its rights against the Client (such as collection costs or legal fees due to the Client’s breach).

• Fees for attempting to recover funds sent using an incorrect unique identifier provided by the Client, as stated in the Pricing Schedule.

COMO DL is authorized to debit any such amounts from the Client’s Account(s) as they become due, regardless of the original transaction’s settlement date, provided that the Client is informed of such debits in advance or without undue delay.

6.3. Tax Responsibilities - the Client is solely responsible for determining, declaring, and paying any taxes, duties, or other governmental charges arising in connection with its use of the Services, whether in Luxembourg or in any other jurisdiction where it is resident, incorporated, or operates. COMO DL does not provide tax or legal advice and assumes no responsibility for the Client’s compliance with its own tax obligations. Where required by Applicable Law, COMO DL may request tax information, certifications, or documentation from the Client and may disclose such information to competent authorities.

6.4. KYC and Compliance Costs – COMO DL reserves the right to charge administrative fees related to compliance and KYC obligations in accordance with the Pricing Schedule.  This includes, for example,  onboarding due diligence and annual review fees, additional charges for complex transactions or enhanced due diligence, and administrative fees for responding to auditors’ or authorities’ requests. Such fees will be applied as specified in the Pricing Schedule, and may be debited from the Client’s Account.

6.5. Payment of Fees – Unless otherwise agreed, fees and charges are due and payable in accordance with the Pricing Schedule. COMO DL may deduct any payable fees, charges, or accrued interest directly from the funds held in the Client’s Account(s) at the applicable billing frequency. The Client shall ensure that its Account maintains a sufficient balance to cover all fees and charges as they become due. If an Account lacks sufficient funds to cover fees, COMO DL will notify the Client, and the Client must promptly fund the Account or pay the amount due through other means. The Client is not entitled to withhold or set off any fees against any claim or alleged liability.

6.6. Fee Changes – COMO DL may adjust its Pricing Schedule at its own discretion from time to time. COMO DL will provide at least two (2) months prior notice to the Client before the change takes effect. Notice may be given via email or by updating the Pricing Schedule on the Website with supporting notice to the Client on a durable medium. If the Client objects to the change, the Client has the right to terminate the affected Service or the Agreement free of charge, as described in Section 10, provided such notice of termination is given before the effective date of the Pricing Schedule change. If the Client does not terminate the Service or Agreement before the effective date, the Client will be deemed to have accepted the Pricing Schedule change . For changes that are in the Client’s favor (such as fee reductions) COMO DL may implement such changes with or without prior notice at its discretion.

6.7. No Set-off – The Client shall pay all amounts due in full without any set-off, counterclaim, or deduction, except as may be required by law. If the Client is required by law to deduct any withholding tax or similar on any payment to COMO DL, the Client will notify COMO DL in advance and cooperate in providing documentation or receipts for such deductions, and will pay additional amounts, if necessary, such that COMO DL receives the full amount it would have received but for the deduction.

7. Communications and Notices

7.1. Language of Communication – Unless otherwise agreed, the official language for communications between the Client and COMO DL shall be English. The Client affirms that it is able to read and understand English or will have these Terms and any communications translated at its own cost. Documents or communications provided in any other language are for convenience only.

7.2. Means of Communication – COMO DL will communicate with the Client through various channels appropriate to the relationship. This includes correspondence via:

• Electronic means such as the Platform’s internal messaging, email to the address provided by the Client, or notifications within an online dashboard;

• Postal mail or courier to the most recent address the Client has provided;

• Telephone calls to the contact numbers provided;

• Notices or documents made available through the Website or the Platform (with notification to the Client of their availability).

Unless required otherwise by law, COMO DL may choose the medium it deems most suitable for any particular notice or information. The Client agrees that electronic delivery of information (including via email or posting on a secure Website) satisfies any requirement for information to be provided “in writing.”

7.3. Client Contact Information – The Client is responsible for providing COMO DL with accurate and up-to-date contact details (including a valid email address, phone number, and physical mailing address). The Client confirms that it has regular access to the internet and to the email address provided to COMO DL. COMO DL will send notices and other communications to the Client via the last email or physical address on file. The Client shall promptly notify COMO DL of any change in its contact details. If the Client fails to update its contact information and COMO DL is unable to deliver any notice or document, the Client will be deemed to have received any message or notification sent to the old address. The Client bears all consequences of not promptly updating contact information or of not monitoring its designated email or Platform notifications.

7.4. Deemed Receipt of Notices – Communications from COMO DL to the Client are deemed received by the Client as follows: (a) if sent by email, at the time of sending to the Client’s email server, provided that the email is sent during Business Hours (otherwise, it will be deemed received at the start of the next Business Day); (b) if posted on the Platform or Website, at the time the Client next logs in and no later than 24 hours after posting (provided that a separate electronic notice is sent informing the Client of the posting location); (c) if delivered by postal mail, on the fifth Business Day after mailing to an address in the same country or tenth Business Day if international. The above are subject to evidence to the contrary.

7.5. Reliance on Communications – COMO DL may treat any communication from the Client or an Authorized User through accepted channels as genuine and binding, unless there is clear evidence of tampering. Copies or electronic records have the same evidentiary value as originals.

7.6. Security and Email Risks – The Client acknowledges that email and internet communications are not fully secure and accepts the risk of interception unless secure methods are agreed or required. COMO DL is not liable for losses from such risks unless caused by its fraud or gross negligence. The Client must maintain reasonable email/device security.

7.7. Use of the Platform for Support – The Client and its Authorized Users shall use official COMO DL channels for day-to-day inquiries and instructions. Loss, theft, or compromise of Platform credentials, or suspected unauthorized access, must be reported immediately. COMO DL will never request passwords by email or phone.

7.8. Information on the Website – Certain information regarding COMO DL’s services, fees, and changes to terms may be provided to the Client by making it available on the Website or within the Platform. When such information is provided via Website posting, COMO DL will inform the Client electronically (for example, via email or Platform notification) of the website address and where  the information can be found on the site. The Client agrees to regularly consult the Website and/or Platform for updates, including checking for updates to these Terms and Conditions, Pricing Schedule, and service information.

7.9. Change of Language or Address – If the Client wishes to change the language of communication or its contact addresses, it may request this through the Platform or in writing. COMO DL will make reasonable efforts to accommodate changes in communication preferences and will confirm once the change is implemented.

7.10. Call Recording – The Client acknowledges and agrees that COMO DL may record telephone conversations and other communications with the Client or Authorized Users for the purposes of verifying instructions, quality assurance, and record-keeping. Such recordings shall remain the property of COMO DL and may be used as evidence of communications or Instructions given.

7.11. Notices from Client to COMO DL – Formal notices must be sent in writing to COMO DL’s registered office or other designated address, signed by an authorized representative, and are effective upon receipt in legible form. Day-to-day operational communications may be sent via the usual channels.

7.12. Security Notifications – If COMO DL becomes aware of suspected or actual fraud, or of a security threat affecting the Client’s Account or the Services, COMO DL will notify the Client promptly using secure communication channels, such as encrypted in-Platform messages, secure email, or verified telephone contact with an Authorized User. The notification will include, where lawfully permitted, the nature of the issue and any actions the Client should take to protect its Account.

8. Confidentiality, Legal Disclosures, and Data Protection

8.1. General Confidentiality – COMO DL is bound by banking secrecy and confidentiality obligations under Applicable Law. All information about the Client, its accounts, and transactions will be treated as confidential and not disclosed to third parties except as: (a) permitted in this Agreement or the Privacy Policy; (b) required by law, regulation, or a competent authority; or (c) expressly authorized by the Client in writing.

8.2. Permitted Disclosures – The Client agrees that disclosures in the following situations do not breach confidentiality: to COMO DL’s affiliates, agents, or service providers under equivalent confidentiality obligations; to auditors, legal counsel, and consultants; to supervisory authorities such as the CSSF; or where COMO DL has a legitimate interest (e.g., defending legal claims, preventing fraud) and such interest is not overridden by the Client’s rights.

8.3. Government and Regulatory Requests – COMO DL may be legally obliged under Luxembourg or international laws to share Client information with courts, law enforcement, tax authorities, or financial intelligence units, including under cross-border reporting regimes for AML, FATCA, and CRS. Where legally permitted, COMO DL will inform the Client; in some cases (e.g., AML investigations), notification is prohibited.

8.4. Tax Authorities Reporting – Where required, COMO DL will report Client and (if applicable) beneficial owner/controlling person details to Luxembourg tax authorities, who may share them with other jurisdictions’ tax authorities. The Client must provide all documents and certifications needed to determine its tax status and may request access to and correction of reported data.

8.5. Duty to Provide Information – To comply with disclosure/reporting duties as per section 8.4, the Client must promptly supply accurate information on its identity, tax residence, beneficial owners, controlling persons, or other required data. Failure to do so may result in reporting based on available indicia.

8.6. Payment Processing Data – For international transactions, certain personal/transaction data must be shared with banks, intermediaries, and payment systems (e.g., SWIFT, card networks), possibly in jurisdictions with different data protection laws, where it may be accessed by authorities. By using such services, the Client consents to these transfers.

8.7. Client’s Duty to Inform Others – The Client confirms it has informed any related individuals (e.g., directors, signatories, beneficial owners) about potential data processing/disclosure as set out here and in the Privacy Policy and has obtained any required consents. The Client will indemnify COMO DL against claims from such persons if the Client has not met these obligations.

8.8. Data Protection Law Compliance – Each Party will comply with applicable data protection laws, including GDPR. COMO DL, as a data controller, will process personal data for legitimate purposes (e.g., KYC, service provision, fraud/AML monitoring, communications, risk management) and not for incompatible purposes without consent or another legal basis.

8.9. Privacy Policy – Details on how COMO DL collects, uses, stores, and protects personal data, as well as the rights of data subjects, are in COMO DL’s Privacy Policy on its Website. The Client acknowledges reading and understanding it.

8.10. Data Subject Rights – Individuals whose data is processed by COMO DL may exercise their rights under GDPR (access, rectification, erasure, restriction, objection, portability) subject to legal limitations (e.g., AML retention duties). Requests should be sent to COMO DL’s designated contact.

8.11. Third-Party Data – If the Client provides personal data of third parties to COMO DL, it must have a legal basis to do so, inform those persons, and direct them to COMO DL’s Privacy Policy. Where required, consent must be obtained.

8.12. Data Security – COMO DL will apply appropriate technical/organizational measures to protect personal data against unauthorized or unlawful processing, loss, or damage. The Client must also safeguard data that is within its control.

8.13. Policy Changes – COMO DL may update its Privacy Policy to reflect changes in law or practice, notifying the Client of material changes. If new consent is legally required, COMO DL will obtain it.

8.14. Survival – Confidentiality and data protection obligations continue after termination, for as long as the information remains non-public or as required by law.

9. Amendments

9.1. Changes by COMO DL – COMO DL may amend the terms of this Agreement or any supplemental terms (such as Pricing Schedules) in accordance with this Section. If an amendment is required to comply with Applicable Law or official instructions, or to correct an obvious error, COMO DL may implement it with immediate effect and will notify the Client as soon as practicable (this includes corrections of typographical errors or clarifications that do not negatively impact the Client’s rights).

9.2. Notice of Amendments – For any other changes to the Agreement that are not exclusively for the Client’s benefit, COMO DL will provide the Client with at least two (2) months prior notice before the proposed changes take effect. Notification of changes may be given via email or through the Platform, or by other durable medium. The notice will clearly indicate the new or amended provisions and the proposed effective date.

9.3. Client’s Right to Object – If the Client does not agree to the proposed amendment, the Client has the right to terminate the Agreement or the affected Service without charge by providing written notice to COMO DL before the amendment’s effective date. If the Client does not exercise this right to terminate and continues to use the Services after the effective date, the Client will be deemed to have accepted the changes.

9.4. Mid-Term Termination by COMO DL – If the Client notifies COMO DL that it rejects an amendment proposed by COMO DL (in cases where such rejection is permitted), COMO DL shall have the right to terminate the business relationship with the Client and close the Account, by giving notice to the Client to that effect, to coincide with or immediately follow the date the amendment would have applied.

9.5. Form of Amendments – Amendments to these Terms and Conditions will typically be provided in the form of an updated version of the General Terms and Conditions published on the Website or Platform. The latest version of the Terms and Conditions will always be available to the Client. No unilateral amendment by the Client is valid; any changes to the Agreement must be made by COMO DL as per this Section or by mutual written agreement of the Parties.

9.6. Regulatory Changes – Notwithstanding the notice periods mentioned above, if any law or regulation or the interpretation thereof by authorities changes in a way that necessitates an immediate amendment to any term of this Agreement, COMO DL will be entitled to make such amendment effective on shorter notice or even immediately, to the extent required. In such a case, COMO DL will inform the Client as soon as possible, and the Client will not have the right to object to changes that are strictly required by law or regulatory directive. However, if such a change materially alters the Client’s use of the Services and is not favorable to the Client, the Client may still choose to terminate the Agreement as provided in Section 10.

9.7. Continued Applicability – Unless expressly amended, all other terms of the Agreement remain in full force and effect. An amendment does not retroactively affect transactions or obligations that have arisen prior to the effective date of the amendment unless the amendment is of a statutory nature and is required to be retroactive.

10. Term and Termination

10.1. Term of Agreement – This Agreement shall apply from the Effective Date (the date the Client accepts these Terms and Conditions) and shall continue in force for an indefinite period, unless and until terminated in accordance with this Agreement.

10.2. Termination (Without Cause) – The Client may terminate this Agreement (or any specific Service) at any time by giving COMO DL at least 1-month prior written notice. Such termination shall be free of charge if the Agreement has been in force for six (6) months or longer. If the Agreement has been in force for less than six (6) months, COMO DL may charge an early termination fee or deduct it from the amount to be returned to Client in accordance with Section 10.6. Such fee shall be proportionate to, and shall not exceed, the actual costs incurred by

COMO DL in connection with the Client’s onboarding and account setup. COMO DL may terminate this Agreement (or any specific Service) by giving a 2-months’ notice to the Client.

10.3. Immediate Termination for Cause – Either Party may terminate this Agreement (and close all Accounts) with immediate effect by written notice to the other if the other Party is in material breach of its obligations under the Agreement and (if the breach is capable of remedy) fails to remedy it within any reasonable cure period granted. In addition, COMO DL may terminate the Agreement or suspend Services immediately (without prejudice to its other rights) in any of the following circumstances:

• The Client is in material breach of this Agreement or has repeatedly breached the Agreement in such a manner that overall constitutes a material breach.

• The Client becomes subject to an Insolvency Event (bankruptcy, liquidation, etc.) or is reasonably likely to become insolvent.

• The Client’s situation or the information provided during onboarding has materially changed such that COMO DL determines the Client no longer meets its acceptance criteria or poses an unacceptable risk. For example, if applicable law (including AML/CTF regulations or international sanctions regimes) changes or the Client’s profile changes in a way that would have precluded acceptance initially.

• COMO DL discovers or has reasonable grounds to suspect that fraud, tax evasion, money laundering, terrorist financing, or other criminal activity has taken place or is imminent in connection with the Client’s Account or any Transaction. In such a case, COMO DL is under no obligation to disclose details to the Client if doing so may be prohibited by law (e.g., tipping off regulations).

• COMO DL has reasonable evidence that the Client (or any person acting on the Client’s behalf) has engaged in conduct that could violate anti-corruption or anti-bribery laws.

• Continuing the business relationship or a particular Transaction with the Client would, in COMO DL’s reasonable opinion, cause COMO DL to breach any Applicable Law or expose it to sanctions, enforcement action, or reputational harm.

• The Client fails to satisfy or pass required compliance checks, such as not completing KYC procedures to COMO DL’s satisfaction, providing false or misleading information during onboarding, or failing to provide updated information when requested.

• A regulatory authority or court requires or advises COMO DL to terminate the relationship, or either Party loses a license or authorization necessary to perform its obligations (for example, if the Client loses a required regulatory license for its business).

• It becomes apparent that the Client is using the Services for purposes significantly different from those declared at onboarding, or for any purpose that the Client did not disclose and that COMO DL would deem outside its risk appetite.

• The Client is found to be using the Services to engage in or facilitate illegal activities, including money laundering or terrorist financing.

• The Client or its owners become subject to Sanctions or have substantial connections to a country that is on a sanctions list such that continuing to provide Services would be unlawful or impermissible for COMO DL.

• The Client is making use of pooled accounts or anonymous instruments like bearer shares in connection with the Services without an acceptable justification or regulatory permission.

If feasible and lawful, COMO DL will inform the Client of the reason for termination or suspension. However, in cases involving suspicions of criminal or unlawful activity, COMO DL may be legally restricted from providing details to the Client.

10.4. Opportunity to Cure – At COMO DL’s sole discretion, it may give the Client a chance to remedy a breach or issue that would otherwise justify termination. For example, COMO DL may provide a notice to the Client describing the breach and give up to thirty (30) days for the Client to cure it if COMO DL believes the situation can be rectified in good faith. Granting a cure period in one instance does not obligate COMO DL to do so in other instances.

10.5. Effects of Termination – Upon termination of this Agreement (whether by expiration or early termination), any and all outstanding obligations of each Party shall become immediately due. In particular:

• The Client must immediately pay any unpaid fees or charges to COMO DL. If only certain Services are terminated while others remain, the fees related to the terminated Services up to the termination date shall be due, and any costs associated with termination (such as transaction reversal costs) will be payable by the Client.

• COMO DL may close out or cancel any pending Transactions that have not been completed or take any other action it deems necessary to prevent loss, in accordance with Applicable Law. If any losses, costs, or charges are incurred by COMO DL in doing so (for example, exchange rate differences on closing out an FX deal early), the Client will be responsible for those.

• The Client remains liable for any Transactions initiated or Instructions given prior to termination. COMO DL will not be responsible for any loss to the Client resulting from COMO DL executing authorized Instructions that were provided before termination but carried out afterward (e.g., an automated payment that was set up before termination and executed shortly after).

• Provisions of the Agreement which by their nature or by explicit terms are meant to survive termination (such as clauses on confidentiality, data protection, liability, and governing law) shall continue to bind the Parties even after the Agreement ends.

10.6. Return of Funds – When an Account is closed or the Agreement terminates, COMO DL will, after deducting any amounts due to it, return the remaining funds to the Client. Such funds will be remitted to an account in the Client’s name at another financial institution as instructed by the Client. The Client agrees to cooperate in promptly providing alternative bank account details for this purpose and to undertake any necessary actions to move its funds. If the Client does not respond to COMO DL’s request for instructions on where to send remaining funds within a reasonable time, COMO DL may (where lawful) send the funds to the last known bank account of the Client, or issue a bank draft to the Client’s last known address, or otherwise safeguard the funds as required by law. During any period after termination before funds are transferred out, the funds may be held in a non-interest-bearing account (or a term deposit to mature, if applicable), and no transactions other than the outgoing transfer of the balance will be permitted.

10.7. Closure of Account and Platform Access – Once the Agreement or an Account is terminated, the Client’s access to the Platform for that Account will be disabled (aside from limited access necessary to retrieve records, if provided). The Client should ensure it has downloaded or secured copies of all needed statements or records prior to termination. COMO DL may provide, upon the Client’s request, closing statements or records after termination, but reserves the right to charge an administrative fee for any extensive records requests post-termination.

10.8. Termination Not Affecting Prior Rights – Termination or expiration of this Agreement shall not affect any rights, remedies, obligations, or liabilities of either Party that have accrued up to the date of termination, including the right to claim damages for prior breaches. Any Transactions that were initiated prior to termination will be settled in accordance with the terms of this Agreement.

10.9. Account Transfers – In the event of termination, the Client agrees to work in good faith with COMO DL to transition any ongoing payment arrangements to a new provider smoothly. If regulatory rules require COMO DL to assist in transferring payment services (for example, under account switching regulations), COMO DL will comply as necessary. However, the responsibility to find an alternative provider lies with the Client. Three (3) Business Days after notice of termination has been given by either Party (or immediately, if termination is immediate), COMO DL may begin to refuse new Instructions from the Client and will focus only on winding down and returning funds as described.

10.10. Termination of Certain Services – If the Client or COMO DL terminates one type of Service under this Agreement (for example, card acquiring) without terminating the entire Agreement, COMO DL may, in its discretion, close or suspend only the components of the Account or Platform related to that service. All provisions of this Agreement relating to that service will cease to apply, except any that by their nature should survive (such as indemnities or chargeback obligations in the case of acquiring). Termination of a specific service by itself shall not relieve the Client from the obligation to pay any fees or fulfill any liabilities that arose from that service prior to termination.

11. Liability and Indemnification

11.1. COMO DL’s Liability – COMO DL shall be liable to the Client for unauthorized, non-executed or incorrectly executed payment transactions in accordance with Articles 87–90 of the Luxembourg Law of 10 November 2009 on Payment Services. In all other cases, COMO DL shall be liable to the Client only for losses or damages directly caused by COMO DL’s fraud, willful misconduct, or gross negligence in performing its obligations under this Agreement. In no event shall COMO DL be liable for any indirect, incidental, or consequential losses of the Client, including but not limited to loss of profit, loss of business opportunity, loss of revenue, loss of data, loss of goodwill, or any similar harm, even if COMO DL was advised of the possibility of such losses. Any liability of COMO DL is further subject to the limitations and exclusions set forth in this Section and elsewhere in this Agreement.

11.2. Client’s Liability – The Client shall be responsible for any loss or damage suffered by COMO DL as a result of the Client’s breach of this Agreement or the Client’s negligence, fraud, or willful misconduct. The Client is also responsible for all actions and omissions of its Authorized Users, employees, agents, or any other third parties engaged by the Client in connection with the use of the Services, as if such actions or omissions were those of the Client. In relation to unauthorized payment transactions:

• The Client shall only be liable up to EUR 50 for losses resulting from the use of a lost, stolen or misappropriated payment instrument, prior to notifying COMO DL of the loss, theft, or misappropriation.

• The Client shall not bear any liability for unauthorized payment transactions occurring after such notification, unless the Client acted fraudulently.

• If the Client has acted fraudulently or with gross negligence in failing to fulfil its obligations under Applicable Law (including the obligation to keep personalized security credentials safe and to notify COMO DL without undue delay), the Client shall bear all resulting losses.

11.3. Liability Cap – To the extent permitted by law, and except in cases of COMO DL’s fraud or willful misconduct, COMO DL’s total aggregate liability to the Client for all claims arising under or related to this Agreement in any calendar year shall not exceed the total fees paid by the Client to COMO DL for the Services in that year. This cap does not apply to any liability which cannot be limited by law (such as death or personal injury caused by negligence, if applicable, or fraud), including COMO DL’s liability for unauthorized, non-executed or incorrectly executed payment transactions.

11.4. No Liability for Regulatory Actions – COMO DL shall not be liable for any action it takes or omits to take where it reasonably believes such action or omission is necessary to comply with Applicable Law or an order or request of a competent authority. For example, if COMO DL blocks a transaction or freezes an Account based on a regulatory directive or suspicion of unlawful activity, the Client shall not hold COMO DL liable for any resulting loss, if COMO DL acted in good faith in alignment with its legal obligations.

11.5. Indemnification by Client – The Client agrees to indemnify, defend and hold harmless COMO DL, its affiliated companies, and their respective directors, officers, employees, and agents (each a “COMO DL Entity”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• any breach by the Client of this Agreement or violation of any Applicable Law in connection with the use of the Services;

• any transaction, instruction, or activity initiated by the Client that results in claims, disputes, reversals, refunds, chargebacks, fines, or penalties imposed on a COMO DL Entity by a third party (for example, a card network or regulatory fine) due to the Client’s conduct;

• the acts or omissions of the Client’s employees, Authorized Users, contractors, or agents in the use of the Services, including any negligent or wrongful conduct;

• any infringement of a third party’s intellectual property or privacy rights by the Client’s provision of data or use of the Services.

This indemnity shall continue in effect after the termination of the Agreement. COMO DL will promptly notify the Client of any claim for which it seeks indemnification and will cooperate (at the Client’s expense) in the defense or settlement of such claim. The Client shall not settle any claim in a manner that imposes any liability or obligation on COMO DL without COMO DL’s prior written consent (not to be unreasonably withheld).

11.6. No Warranty – The Services and Platform are provided on an “as is” and “as available” basis. Except as expressly set forth in this Agreement, and except where obligations are imposed by Applicable Law, COMO DL makes no representations or warranties, express or implied, regarding the Services, including any warranties of merchantability, fitness for a particular purpose, or non-infringement. While COMO DL will take reasonable care in providing the Services, it does not guarantee that the Services will be uninterrupted, error-free, or entirely risk-free from security threats. Section 12 (Force Majeure) further describes circumstances where performance may be impacted beyond COMO DL’s control.

12. Force Majeure

12.1. No Liability for Force Majeure – Neither Party shall be liable or considered in breach of this Agreement for any delay or failure to fulfil its obligations (except any payment obligations) if such delay or failure is due to an event of force majeure. For purposes of this Agreement, force majeure means any event or circumstance beyond the reasonable control of a Party, which is unforeseeable or, if foreseeable, unavoidable, and which prevents that Party from performing its obligations. Such events may include, but are not limited to: natural disasters; acts of war or terrorism; civil disturbances; strikes or industrial actions; breakdowns or failures of utility services (such as electricity or telecommunications); cyberattacks or major internet outages; actions or interventions by civil or military authorities; or any other events considered force majeure under applicable law.

12.2. Payment Obligations – The Client’s obligation to pay any fees, charges, or sums due under this Agreement remains in effect notwithstanding any force majeure event. Payment may be deferred only where the force majeure event directly prevents the Client from making payment (for example, where banking systems are inoperative). In such case, the Client shall make the payment as soon as reasonably possible after the event is resolved. The accrual of interest or fees on overdue amounts shall not be suspended by a force majeure event unless expressly waived by COMO DL.

12.3. Notification and Mitigation – The Party affected by a force majeure event shall notify the other Party as soon as reasonably practicable of the occurrence of the event and its expected duration (if known). The affected Party will use its reasonable efforts to mitigate the impact of the force majeure event and to resume full performance as soon as possible. If COMO DL is the affected Party, it will implement its business continuity or disaster recovery plan to minimize service disruption.

12.4. Right to Terminate – If a force majeure event persists for an extended period (for example, longer than thirty (30) days) such that it fundamentally frustrates the purpose of this Agreement, either Party may, by written notice, terminate the Agreement without liability, upon providing a reasonable deadline (e.g., 10 Business Days’ notice) after which termination will occur if the force majeure situation continues.

12.5. Regulatory Actions – In addition to the above, if a regulatory or governmental action (such as license revocation or imposition of sanctions) occurs that is not due to either Party’s wrongful act but prevents COMO DL from lawfully providing the Services, such action shall be treated as a force majeure event allowing suspension and/or termination as needed.

13. Complaints

13.1. How to Submit a Complaint – If the Client is dissatisfied with any aspect of the Services or has a complaint, the Client should first contact COMO DL’s client support or account manager. If the issue is not resolved to the Client’s satisfaction, the Client may lodge a formal complaint. Complaints can be submitted in writing by mail or by email. Written complaints should be addressed to:

COMO DL S.A. – Complaints Manager

1 Rue de l’Innovation,L-1896 Kockelscheuer, Luxembourg.

Email: complaints@como-dl.com.

13.2. Complaint Handling – Upon receipt of a complaint, COMO DL will acknowledge the complaint and investigate the matter. COMO DL is committed to addressing complaints fairly and promptly. The Client may be contacted for further information or clarification during the investigation. COMO DL will strive to send a final response to the Client within 15 business days of receiving the complaint. If a full response cannot be provided within 15 business days, COMO DL will inform the Client of the causes of the delay and indicate when a final response can be expected. In any event, the final response will be provided no later than 50 business days after receipt of the complaint, in accordance with Applicable Law.

13.3. Alternative Dispute Resolution (CSSF) – If the Client is not satisfied with COMO DL’s final response to a complaint, or if no final response is provided within one month from the date the complaint was sent to COMO DL’s management, the Client (if qualifying as a “customer” under the CSSF regulations) has the right to seek out-of-court complaint resolution with the Luxembourg financial regulator, the CSSF. The CSSF acts as an alternative dispute resolution body for financial services complaints. A request for CSSF mediation must be filed within one year of the Client’s original complaint to COMO DL. The Client can contact the CSSF at:

Commission de Surveillance du Secteur Financier (CSSF)Département Juridique – CC283, route d’ArlonL-1150 Luxembourg

Email: reclamation@cssf.lu

Website: www.cssf.lu (for information on the out-of-court complaint resolution process).

The CSSF’s service is free of charge and aims to facilitate an amicable settlement. Filing a complaint with the CSSF does not waive the Client’s right to take legal action in courts.

13.4. Governing Law for Complaints – This complaints procedure is governed by the CSSF Regulation N°16-07 on out-of-court complaint resolution and relevant provisions of Luxembourg law. The availability of the CSSF process may depend on the status of the Client (e.g., certain large corporate clients might not fall under the scope of the consumer ADR, but CSSF may still handle complaints from legal persons on a discretionary basis).

13.5. Records of Complaints – COMO DL will maintain records of complaints and their resolution in accordance with regulatory requirements. These records help COMO DL monitor service quality and compliance.

14. Evidence and Recordkeeping

14.1. Records as Evidence – The Client agrees that COMO DL’s records and books (including electronic logs, transaction histories, authentication records, and correspondence archives) shall be admissible and sufficient evidence of the facts they contain, unless the Client can demonstrate manifest error. In the event of any dispute between the Client and COMO DL, the data and records held by COMO DL (for example, details of Instructions received, account balances, or communications sent) will constitute prima facie proof of their content and timing. COMO DL may produce reproductions or printouts of electronic records, and the Client shall not object to the admissibility of such evidence on the basis that it is not an original. Copies or reproductions of original documents (including in a different format, such as an electronic scan of a paper document) shall have the same evidentiary value as the originals, in accordance with applicable law.

14.2. Record Retention – COMO DL will retain records of the Client’s identification information, account opening documents, transaction history, and communications for the period required by law or regulation. At the time of writing, Luxembourg financial law requires a retention period of at least 5 to 10 years for certain records (for example, 5 years after the end of the business relationship for AML/KYC data, subject to any extensions permitted by law). These records may be stored electronically and will be available to be reproduced as needed.

14.3. Evidence of Communications – The delivery and content of communications between the Parties may be established by producing copies of letters, emails, or logs from the Platform. For instance, an email sent by COMO DL to the Client’s registered email address, as saved on COMO DL’s mail server, shall constitute evidence of that notice. Likewise, connection logs and audit trails from the Platform evidencing actions taken by Authorized Users will be considered valid proof of those actions.

14.4. Probative Value – The Client will not object to the admissibility of COMO DL’s records in any legal or administrative proceeding on the basis that such records are not original or are produced in electronic form. This provision is subject to any mandatory rules on evidence that apply in a given jurisdiction but is intended to allow both Parties to make full use of modern record-keeping methods (e.g., digital archives) without diminishing their evidentiary value.

15. Miscellaneous Provisions

15.1. Latest Version and Publication – These Terms and Conditions are effective as of the date indicated at the end of this document and will remain in force until replaced by a new version. COMO DL may amend and publish updated versions of these General Terms and Conditions on its Website. The currently applicable version of these Terms and Conditions is always available on the Website and/or Platform.

15.2. Entire Agreement – This Agreement (including any schedules or annexes, and any supplemental agreements for specific Services) constitutes the entire agreement between the Client and COMO DL with respect to the subject matter hereof, and supersedes all prior discussions, agreements, and understandings (whether written or oral) between the Parties relating to that subject matter. Each Party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, or warranty not expressly set out in this Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.

15.3. Severability – If any provision of this Agreement is determined by a competent court or authority to be invalid, illegal, or unenforceable in whole or in part, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if not possible, it shall be deemed deleted. The validity and enforceability of the other provisions of the Agreement shall not be affected. In place of any invalid provision, a valid provision that most closely approximates the original intent and economic effect shall be inserted. This clause also applies in the event of any contractual gap or omission.

15.4. Assignment – The Client may not assign, transfer, or pledge any of its rights or obligations under this Agreement to any third party without the prior written consent of COMO DL. Any purported assignment by the Client in violation of this clause shall be null and void. COMO DL may assign or transfer this Agreement (in whole or in part) or any right or obligation hereunder to another entity, such as an affiliate or a successor in interest (for example, in the event of a merger or acquisition), by giving notice to the Client. This Agreement shall be binding on and inure to the benefit of the permitted successors and assigns of each Party.

15.5. Use of Platform and Intellectual Property – All intellectual property rights in and to the Platform, APIs, websites, software, documentation, and any COMO DL materials are and shall remain the property of COMO DL or its licensors. The Client is granted a limited, non-exclusive, non-transferable right to use the Platform and related software solely for the purpose of receiving the Services during the term of this Agreement. The Client shall not (and shall not permit any third party to) copy, modify, decompile, reverse-engineer, disassemble, or attempt to derive the source code of any software provided by COMO DL. The Client shall not remove or obscure any proprietary notices on any software or documentation. All rights not expressly granted to the Client are reserved by COMO DL.

15.6. Publicity – Unless otherwise agreed in writing, COMO DL may identify the Client as a customer or business partner in its marketing or publicity materials. This may include using the Client’s name and logo on the Website or in presentations, and referencing the general nature of the Services provided to the Client. COMO DL will not disclose any confidential details of the relationship. If the Client does not wish to be included in such publicity, it can notify COMO DL in writing.

15.7. Prohibited Activities – The Client confirms that it will not use the Services to process transactions or activities that COMO DL has identified as outside its risk appetite or prohibited.

15.8. Amendments and Waivers – Except as otherwise provided herein, any amendment to this Agreement must be made in accordance with Section 9 (Amendments). A waiver of any term or condition of this Agreement by either Party shall not be construed as a waiver of any other term or condition, nor shall any waiver of a default or breach be construed as a waiver of any later default or breach. The failure of a Party to enforce strict performance of any term of this Agreement shall not be considered a waiver of that term or of that Party’s rights.

15.9. References to Laws – Any reference in this Agreement to a law, regulation, directive, or other legislative measure includes that law or measure as amended, modified, re-enacted, or replaced from time to time, and includes any subordinate legislation made under it. References to regulatory guidelines or industry standards apply to updated versions as they evolve.

15.10. Interpretation – In this Agreement, “including” (and similar terms like “include” or “for example”) shall be understood as meaning “including without limitation,” and are not intended to list all possibilities exhaustively. Titles and headings of sections are for convenience only and shall not affect the construction of the Agreement. Words denoting the singular include the plural and vice versa, as the context may require.

15.11. Relationship of Parties – Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or fiduciary relationship between the Parties. Each Party is acting as an independent party and is entering into this Agreement as principal (on its own behalf, and not for the benefit of any other person). Neither Party has authority to act for or bind the other in any manner except as expressly provided in this Agreement.

16. Governing Law and Jurisdiction

16.1. Governing Law – This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Unless superseded by specific European Union regulations having direct effect, Luxembourg law (being the law of COMO DL’s jurisdiction of authorization) shall apply to the provision of the Services and the interpretation of these Terms and Conditions.

16.2. Jurisdiction – The Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the business relationship between the Parties shall be submitted to the exclusive jurisdiction of the competent courts of Luxembourg, Grand Duchy of Luxembourg. The Client and COMO DL each irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in those courts on the grounds of venue or that the forum is inconvenient.

16.3. Special Provisions – Notwithstanding the above, COMO DL reserves the right to initiate and pursue collection proceedings or seek interim relief (such as injunctions) against the Client in any jurisdiction where the Client has assets or a place of business, if necessary to enforce COMO DL’s rights. However, the foregoing shall not be construed as a waiver of the exclusive jurisdiction clause for the merits of any dispute.

Updated on 31/10/2025

Previous version of COMO DL S.A. Terms & Conditions

Valid up to January 1, 2026