COMO Gateway Framework Contract

Section 1. Purpose and Relationship with the Platform Agreement

1.1 The COMO Gateway Service

COMO Gateway is COMO's payment orchestration service. Through a single integration with the API, COMO Gateway connects the Client to multiple acquirers, card schemes, and alternative payment method providers. It routes each Transaction to the connection best suited to it in accordance with the Client's plan, and it provides the Client with one dashboard and one set of reporting and reconciliation tools across all of those connections. COMO Gateway is a technical service and does not itself execute payments or hold funds. The execution and settlement of payments within the COMO Platform are provided exclusively by COMO DL S.A. under the COMO Pay Framework Contract, and the Gateway Services operate on that regulated settlement layer.

1.2 Provider of COMO Gateway Services

This COMO Gateway Framework Contract (this “Gateway Contract”) governs the provision of the Gateway Services by COMO Digital Life S.à r.l., a société à responsabilité limitée, Luxembourg Trade Register Number B189542, with registered office at 1-5, rue de l'Innovation, L-1896 Kockelscheuer, Luxembourg (“CDL S.à r.l.”), to the Client.

CDL S.à r.l. is the sole and provider of the Gateway Services and the Client's sole counterparty under this Gateway Contract.

1.3 Service Annex

This Gateway Contract is the Service Annex identified as COMO Gateway in Section 19 of the COMO Platform Agreement (the “Platform Agreement”). The Client activates it in accordance with Section 2.2 of the Platform Agreement, and it enters into force upon CDL S.à r.l.'s acceptance and the completion of the checks CDL S.à r.l. considers necessary, including any approval required from the providers of the underlying gateway technology.

Within its subject matter, this Gateway Contract prevails in accordance with the order of precedence set out in Section 2.3 of the Platform Agreement. Any matter that this Gateway Contract does not address is governed by the Platform Agreement and its Supplementary Annexes, including the COMO Platform SLA, the Data Processing Agreement, and the Acceptable Use Policy.

In the event of any conflict between this Gateway Contract and the COMO Pay PSD2 Framework Contract, the COMO Pay Framework Contract prevails. Capitalized terms not defined in this Gateway Contract have the meanings given in the Platform Agreement.

Section 2. Definitions

“API” means the application programming interfaces that CDL S.à r.l. provides and documents for the delivery of Transactions to the Gateway Services.

“Gateway Services” means the COMO Gateway payment orchestration services, by which payment data is collected, transmitted, and routed between the Client's environment and the relevant acquirers, card schemes, and alternative payment method providers (the “Payment Providers”), comprising, per the plan selected in the COMO Gateway Pricing Schedule, the dashboard, separate test and production environments accessible through the API, transaction routing, and the associated reporting and reconciliation.

“Go-Live Date” means the date of the Client's first production use of the Gateway Services.

“COMO Gateway Pricing Schedule” means the Pricing Schedule applicable to this Gateway Contract, made available by COMO on the COMO Website or the COMO Platform, as amended from time to time in accordance with Section 5.5 of this Gateway Contract.

“Transaction” means any payment initiation, authorization, capture, refund, chargeback, reversal, dispute representation, or other instruction logged through the Gateway Services.

Section 3. The Gateway Services

3.1 Provision

CDL S.à r.l. provides the Gateway Services on the plan the Client selects under the COMO Gateway Pricing Schedule, with reasonable skill and care and in accordance with Applicable Law and the applicable card scheme rules. The features, transaction volumes, and connections included in each plan are stated in the COMO Gateway Pricing Schedule.

CDL S.à r.l. may modify, substitute, or withdraw individual features, connections, or components of the underlying gateway technology where a Payment Provider or the provider of the underlying gateway technology changes, substitutes, or withdraws them, provided that the Gateway Services as a whole retain materially equivalent functionality.

3.2 Subcontracting

CDL S.à r.l. may subcontract the performance of all or part of the Gateway Services to any member of the COMO group or to any third-party provider necessary for the delivery of the Gateway Services, including the provider of the underlying gateway technology. CDL S.à r.l. remains responsible to the Client for the acts and omissions of its subcontractors in accordance with the Platform Agreement.

3.3 No Payment Services

CDL S.à r.l. is not a payment service provider, does not hold the Client's funds, does not operate a payment account for the Client, and does not provide regulated payment services. All regulated payment services within the COMO Platform are provided exclusively by COMO DL S.A. under the COMO Pay PSD2 Framework Contract, and the Gateway Services operate on that regulated settlement layer.

3.4 Underlying Technology

The Gateway Services incorporate software and services licensed from third-party technology providers (the “Technology Licensors”), whose identity CDL S.à r.l. discloses to the Client on request. Technology Licensors make no representation or warranty of any kind to the Client, and all warranties of the Technology Licensors, whether express or implied, are excluded to the fullest extent Applicable Law permits.

The Technology Licensors have no liability to the Client for any damages arising out of the use of, or the inability to use, the Gateway Services, except for any liability that cannot lawfully be excluded. The Client's confidentiality and intellectual property obligations under this Gateway Contract and the Platform Agreement extend to the software, documentation, and confidential information of the Technology Licensors. The Technology Licensors are third-party beneficiaries of this Section 3.4 and are entitled to enforce it directly against the Client.

3.5 Suspension

CDL S.à r.l. may suspend the Gateway Services in whole or in part, without liability, where the suspension is required by Applicable Law, a competent authority, a card scheme, a Payment Provider, or the provider of the underlying gateway technology, or where CDL S.à r.l. reasonably believes that the Client's use of the Gateway Services corrupts or jeopardizes the systems through which they are delivered, constitutes fraudulent or unlawful activity, or breaches the Acceptable Use Policy. The suspension continues until the cause for it no longer exists, and it does not suspend the accrual of fees. The suspension rights in the Platform Agreement remain unaffected.

Section 4. COMO Pay Condition

4.1 Condition

An active COMO Pay subscription under the COMO Pay PSD2 Framework Contract is a condition of this Gateway Contract and an integral operational component of the Gateway Services, because Transactions settle through the Client's payment account with COMO DL S.A.

The COMO Pay plan required for each Gateway plan is stated in the COMO Gateway Pricing Schedule. The Client shall hold and maintain the required COMO Pay plan at all times during the term of this Gateway Contract, and the fees for COMO Pay are governed exclusively by the COMO Pay PSD2 Framework Contract and its Pricing Schedule.

4.2 Failure to Maintain

If the Client ceases to hold the required COMO Pay plan and does not cure the failure within thirty (30) days of CDL S.à r.l.'s written notice, CDL S.à r.l. may suspend or terminate this Gateway Contract without liability. Where the failure results from a decision of COMO DL S.A. or of a competent authority, CDL S.à r.l. may suspend or terminate with immediate effect in reliance on that decision. Where the COMO Pay PSD2 Framework Contract terminates, Section 3.1 of the Platform Agreement applies to this Gateway Contract together with every other Annex.

Section 5. Fees

5.1 Fees and Invoicing

The Client shall pay the fees stated in the COMO Gateway Pricing Schedule. All fees are payable in advance. Subscription fees are due on or before the first day of the billing period to which they relate, in accordance with the billing cycle stated in the COMO Gateway Pricing Schedule. One-time fees, including the setup fee, are due upon activation of this Gateway Contract, and CDL S.à r.l. is not obliged to make the Gateway Services available before their receipt in full. Transaction-based and operational fees are invoiced monthly for the preceding month and are due upon issuance of the invoice. All fees are quoted in EUR and are exclusive of VAT and any other applicable tax.

5.2 Minimum Commitment

Each plan carries a minimum commitment period of twelve (12) months from the entry into force of this Gateway Contract. Subscription fees for the minimum commitment period remain due in full regardless of actual use, and no termination before the end of the minimum commitment period entitles the Client to any refund or reduction of them.

5.3 Accrual

Subscription fees accrue from the earlier of the Go-Live Date and the date falling three (3) months after the activation of this Gateway Contract. The setup fee and transaction-based fees are invoiced in accordance with Section 5.1 of this Gateway Contract regardless of the Go-Live Date.

5.4 Collection, Late Payment, and Deactivation upon Renewal

The invoicing, collection, set-off, and default interest provisions of Section 4 of the Platform Agreement apply to all amounts due under this Gateway Contract. If the subscription fees due for a renewal period are not received in full within three (3) calendar days of the first day of that renewal period, CDL S.à r.l. may deactivate the Gateway Services without further notice and without liability, and may reactivate them upon receipt of full payment. Deactivation does not suspend the accrual of subscription fees or the running of the then-current period, and it does not affect any other right or remedy of CDL S.à r.l., including termination in accordance with Section 11 of this Gateway Contract.

5.5 Fee Changes

CDL S.à r.l. may revise the COMO Gateway Pricing Schedule upon not less than one (1) month prior written notice, including to reflect a documented increase imposed by the providers of the underlying gateway technology. Plan upgrades take effect mid-term with pro-rated fees, and plan downgrades take effect at renewal only, as stated in the COMO Gateway Pricing Schedule.

Section 6. Client Obligations

The Client shall deliver Transactions to the Gateway Services exclusively through the API provided by CDL S.à r.l. The Client shall comply with the applicable card scheme rules and, to the extent applicable to its environment, with the Payment Card Industry Data Security Standard (PCI DSS), and shall implement and maintain its own technical and organizational security measures appropriate to the risk. Before extending its business to a product category, jurisdiction, or sales channel materially different from the business declared at onboarding, the Client shall notify CDL S.à r.l. and obtain its prior written consent.

The Client shall use the Gateway Services solely for its own business and is not entitled to resell, lease, sublicense, share, or otherwise make the Gateway Services or any part of them available to any third party, to operate them as a service bureau or outsourcing arrangement, or to modify, decompile, reverse engineer, or otherwise attempt to derive the software underlying the Gateway Services, except to the extent Applicable Law permits notwithstanding this restriction.

The Client shall further comply with the technical and operational requirements that the providers of the underlying gateway technology impose, as notified to the Client by CDL S.à r.l. from time to time. The Acceptable Use Policy and Sections 5.1 to 5.4 of the Platform Agreement apply to the Client's use of the Gateway Services.

Section 7. Security, Incidents, and Availability

CDL S.à r.l. implements and maintains technical and organizational measures appropriate to the risk, consistent with the industry standards applicable to its activities, including PCI DSS to the extent applicable, and maintains a vulnerability management program and business continuity arrangements reflecting the criticality of the Gateway Services.

CDL S.à r.l. notifies the Client of any ICT incident materially affecting the Gateway Services without undue delay and in any event within twenty-four (24) hours of detection. The availability of the COMO Platform, the support channels, and the incident severity and response framework are governed by the COMO Platform SLA.

Section 8. Data Protection

The processing of personal data in connection with the Gateway Services is governed by Section 9 of the Platform Agreement and by the Data Processing Agreement. For personal data of the Client's end customers processed through the Gateway Services on the Client's behalf, including payment instrument identifiers and transaction data, the Client acts as controller and CDL S.à r.l. acts as processor under the Data Processing Agreement.

The processing that CDL S.à r.l. carries out for its own legal, security, fraud prevention, and service integrity purposes is described in the Privacy Notice. The Client authorizes CDL S.à r.l. to transmit transaction data, including personal data of the Client's end customers, to the Payment Providers and to the providers of the underlying gateway technology, and to permit its use for transaction processing, fraud prevention, and risk management, to the extent necessary for the delivery of the Gateway Services; the applicable sub-processors and safeguards are identified in accordance with the Data Processing Agreement.

Section 9. Intellectual Property

The ownership and license provisions of Section 8 of the Platform Agreement apply to the Gateway Services, the API, and the Documentation. CDL S.à r.l. shall defend and indemnify the Client against any third-party claim that the Gateway Services, as provided by CDL S.à r.l. and used by the Client in accordance with this Gateway Contract and the Platform Agreement, infringe the intellectual property rights of a third party, except where the claim arises from a combination with software or systems not provided by CDL S.à r.l., from a modification not made by CDL S.à r.l., or from use in breach of this Gateway Contract.

Section 10. Liability

The liability of the Parties under this Gateway Contract is governed by Sections 10, 11, and 12 of the Platform Agreement. In addition, CDL S.à r.l. is not liable for the acts, omissions, availability, or decisions of any Payment Provider, acquirer, card scheme, or other third party in the payment chain, or for the execution of payment transactions, which is governed exclusively by the COMO Pay PSD2 Framework Contract.

CDL S.à r.l. does not warrant that the Gateway Services are or remain compatible with the systems of any particular Payment Provider or with any third-party product or system not approved by CDL S.à r.l., and any reduced functionality resulting from such third-party products or systems does not constitute a breach of this Gateway Contract.

Section 11. Term and Termination

11.1 Term

This Gateway Contract enters into force upon activation in accordance with Section 1.3 of this Gateway Contract and continues for an initial term of twelve (12) months, corresponding to the minimum commitment period under Section 5.2 of this Gateway Contract. It then renews automatically for successive periods of twelve (12) months unless a Party gives written notice of non-renewal at least ninety (90) days before the end of the then-current period.

11.2 Termination

The termination rights and consequences in Section 14 of the Platform Agreement apply to this Gateway Contract, including immediate termination for cause. Termination of this Gateway Contract does not affect the Platform Agreement, the COMO Pay PSD2 Framework Contract, or any other Annex. Upon termination, all amounts due under this Gateway Contract become immediately payable, including the subscription fees for the remainder of any running minimum commitment period, and Section 14.6 of the Platform Agreement governs the further consequences.

Section 12. General

Notices, amendments, assignment, governing law, and jurisdiction are governed by the Platform Agreement, except that fee changes are governed by Section 5.5 of this Gateway Contract. This Gateway Contract, together with the COMO Gateway Pricing Schedule and the Platform Agreement of which it forms a Service Annex, constitutes the entire agreement of the Parties with respect to the Gateway Services.