COMO Partner Ecosystem Agreement

1. Scope, Structure and Definitions

1.1 Scope

These COMO Partner Ecosystem Agreement (“Partners General Terms and Conditions”) govern the participation of the Partner in the COMO partner program operated by CDL S.à r.l. The Partner introduces, promotes or embeds the COMO Services as set out in the applicable Partner Agreement, and these Partners General Terms apply to every Partner regardless of tier.

1.2 Structure and Precedence

The Agreement between CDL S.à r.l. and the Partner consists of the Partner Agreement and these Partners General Terms and Conditions, together with the annexes and schedules they reference. In the event of conflict, the Partner Agreement prevails over these Partners General Terms and Conditions. 

The partner relationship and the client relationship are two separate relationships, and each have its own contract. These Partners General Terms and Conditions and the Partner Agreement govern only the Partner's participation in the partner program with CDL S.à r.l.

The Platform Agreement is a separate agreement between the COMO entities and each Client, and it governs the use of the COMO Services, including by the Partner where the Partner is itself a Client of COMO entities. Neither document forms part of the other, and these Partners General Terms and Conditions do not amend, and are not amended by, the Platform Agreement.

1.3 Definitions

CDL S.à r.l. means COMO Digital Life S.à r.l.(“CDL S.à r.l.”), a société à responsabilité limitée, R.C.S. Luxembourg B 189542, with registered office at 1-5, rue de l'Innovation, L-1896 Kockelscheuer, Luxembourg.

COMO DL S.A. means COMO DL S.A. (“CDL S.A.”), a société anonyme, R.C.S. Luxembourg B 208603, authorized as a payment institution and supervised by the Commission de Surveillance du Secteur Financier under license number Z00000013, with registered office at 1-5, rue de l'Innovation, L-1896 Kockelscheuer, Luxembourg.

Partner means the business entity that concludes a Partner Agreement with CDL S.à r.l., regardless of the partner tier.

Applicable Law means any law, regulation, regulatory rule, binding guideline, court order or instruction of a competent authority applicable to a Party.

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Luxembourg.

Client means a business entity introduced or directed to COMO by the Partner that accepts the COMO Platform Agreement.

COMO means CDL S.à r.l. and CDL S.A., each a “COMO entity”.

COMO Services means the Services provided by the COMO entities to Clients under the Platform Agreement and its Service Annexes, the regulated payment services among them provided exclusively by CDL S.A.

Platform Agreement means the COMO Platform Agreement concluded between the CDL S.à r.l.   and Client, also referred to as the COMO Platform General Terms and Conditions, as amended from time to time.

Service Annex, Pricing Schedule and COMO Pay PSD2 Framework Contract have the meanings given in the Platform Agreement.

Effective Date means the date stated in the Partner Agreement or, where no date is stated, the date on which the Partner Agreement is concluded, whether by electronic signature or by acceptance on the COMO Website.

Fees means the fees payable by a Client referred by Partner to a COMO entity for the Services under the Platform Agreement and any activated Service Annex, as set out in the applicable Pricing Schedule.

Incentive means the compensation payable to the Partner for the successful sign-up and continued activity of Clients referred by Partner, as set out in the Partner Incentive Program.

Partner Incentive Program means the schedule of partner incentives published on the COMO Website, as updated from time to time.

Sanctions means any economic, financial or trade restrictive measure administered or enforced by Luxembourg, the European Union, the United Nations, the United States or any other authority whose measures apply to a Party.

Partner Agreement means the specific terms and conditions of the partner tier accepted by the Partner.

COMO Website means www.como-dl.com and any other website notified by CDL S.à r.l. to the Partner.

2. Allocation Among the COMO Entities

2.1 Onboarding of Clients

CDL S.A. performs the onboarding, due diligence, and compliance checks of the Clients introduced by the Partner, and CDL S.à r.l. confirms their successful completion and opens access to the COMO Financial Platform to Clients that accept the Platform Agreement. Each Service is then provided by the entity designated in the respective Service Annex: CDL S.à r.l. for technology-based Services and CDL S.A. for regulated payment services. CDL S.A. may decline any Client at its sole discretion and at any stage, without stating reasons where Applicable Law permits.

2.2 Support

CDL S.à r.l. shall use commercially reasonable efforts to support the Partner during Client onboarding and in the ongoing use of the partner program, through the channels it makes available.

3. Partner Role

3.1 Introductions

The Partner shall introduce or direct to CDL S.A. only businesses that, to the Partner's knowledge, meet the client acceptance criteria communicated by CDL S.à r.l.

Classic Partner and a Premium Partner shall activate COMO Pay, in accordance with the COMO Pay Framework Contract, within thirty (30) days from the date of signature of the Partner Agreement. If the Partner has not activated COMO Pay within that period, the Partner Agreement and the Partners General Terms and Conditions terminate automatically, without notice and without compensation, upon expiry of that period.

3.2 Conduct

The Partner shall act professionally and in good faith, shall not engage in fraud or misrepresentation, shall not act in a manner that brings a COMO entity into disrepute and shall cooperate with CDL S.à r.l. in onboarding and ongoing engagement of Clients.

3.3 Marketing

The Partner shall use only marketing materials that CDL S.à r.l. provides or approves, shall make no representation about the COMO Services beyond those materials, shall comply with the COMO brand guidelines and shall send no unsolicited communications in connection with the partner program.

3.4 Sanctions and Anti-Corruption

The Partner represents and warrants, on a continuing basis, that neither the Partner nor, to the best of its knowledge, any of its directors or beneficial owners is subject to Sanctions. The Partner shall comply with all anti-bribery, anti-corruption, anti-money laundering, and Sanctions laws applicable to it, and shall notify CDL S.à r.l. in writing and without undue delay if this representation ceases to be true and accurate. Any breach of this Section constitutes an Event of Default.

4. Incentives

4.1 Entitlement

Where the Partner Agreement provides for incentives, CDL S.à r.l. shall pay the Partner the Incentives set out in the Partner Incentive Program for each Client that signs up through the Partner and activates a subscription under the COMO Pay Framework Contract.

For each Client, the version of the Partner Incentive Program in force on the date that Client activates its subscription, and the bonus tier determined for that Client under it, apply for the lifetime of that Client's subscription, subject to the Partner Agreement. CDL S.à r.l. may update the Partner Incentive Program for future sign-ups at any time by publishing the updated version on the COMO Website.

Where a Client referred by Partner changes its subscription plan, the applicable incentive adjusts automatically to the category of the new plan from the date of the change.

For avoidance of doubt, Incentives accrue only for periods during which the Partner maintains its own active subscription under the Platform Agreement and the COMO Pay Framework Contract and is not in arrears on any Fees it owes to a COMO entity.

4.2 Attribution

 A Client is considered introduced by the Partner only where the sign-up is completed through the referral link, referral code or branded sign-up flow assigned to the Partner. CDL S.à r.l.'s records of attribution are subject to Section 4.6.

4.3 Payment and calculation of Incentives

Incentives accrue only on Fees actually received by CDL S.A. from the relevant Client referred by the Partner. Incentives are calculated by CDL S.à r.l. and paid quarterly or annually, in accordance with the billing frequency of the relevant Client referred by the Partner, by the 25th calendar day of the month following the payment date of that Client's invoice, as further set out in the Partner Incentive Program. All incentives are exclusive of VAT and of any other applicable taxes. CDL S.à r.l. may set off against incentives any amount the Partner owes to a COMO entity.

4.4 Clawback

No incentive is due, and any incentive paid is repayable or deductible from future incentives, in respect of a Client whose subscription is refunded or reversed, whose sign-up results from fraud or misrepresentation, or whose Platform Agreement is terminated for cause within twelve (12) months of activation.

4.5 No Artificial Sign-Ups

No incentive is due for sign-ups of the Partner itself, of its affiliates or of persons acting on its instructions, or for sign-ups generated artificially or in breach of this Agreement.

4.6 Records

CDL S.à r.l.'s records of sign-ups, activations and subscriptions constitute prima facie evidence between the Parties for the calculation of incentives, subject to proof to the contrary.

4.7 Effect of Termination

Upon termination of the Agreement by CDL S.à r.l. for convenience, upon termination by the Partner for CDL S.à r.l.'s Event of Default, or upon termination in connection with an amendment under Section 13, incentives accrued and incentives that continue to accrue for Clients with active subscriptions remain payable in accordance with this Section 4.

Upon termination by the Partner for convenience, all entitlement to future incentives ends on the termination date, and incentives accrued and unpaid at that date remain payable.

Upon termination by CDL S.à r.l. for the Partner's Event of Default, all entitlement to incentives ends on the termination date.

4.8 Partners Subject to Professional Rules

CDL S.à r.l.  welcomes partners whose professional rules limit the receipt of referral Incentives. For such partners, CDL S.à r.l. designs a customized partnership arrangement upon request, replacing incentives with other benefits compatible with the rules applicable to the Partner, such as preferential conditions for the Partner or enhanced support. The Partner assesses whether such rules apply to it and informs CDL S.à r.l. before the Partner Agreement is concluded.

5. Relationship of the Parties

5.1 Independent Businesses

The Partner acts solely as an independent business. It does not provide payment services on behalf of any COMO entity and is not an agent of CDL S.A. within the meaning of Articles 1 and 18 of the Law of 10 November 2009 on payment services. Nothing in the Agreement establishes a partnership, joint venture or agency relationship between the Parties. Each Party bears its own costs in performing the Agreement. The Partner has no authority to act for, bind or make any commitment on behalf of any COMO entity and shall not represent otherwise to any person.

5.2 Clients of COMO

Clients referred by Partner are direct clients of the relevant COMO entity under the Platform Agreement, and all COMO policies, procedures, terms and pricing apply to them in accordance with the Platform Agreement, as amended from time to time.

5.3 Non-Exclusivity

The partner program is non-exclusive for both Parties. CDL S.à r.l. may work with other partners, and the Partner may work with other providers, unless the Partner Agreement provides otherwise.

6. Intellectual Property and Brand

6.1 Ownership

Each Party retains all intellectual property rights in its name, logos, trademarks, materials, technology and know-how. Nothing in the Agreement transfers any intellectual property right, and no license is granted except as expressly stated in this Section 6.

6.2 Use of the COMO Brand

CDL S.à r.l. grants the Partner a non-exclusive, non-transferable, non-sublicensable and revocable right to use the COMO name and logo during the term of the Agreement, solely to promote the COMO Services in accordance with the COMO brand guidelines and with the marketing materials CDL S.à r.l. provides or approves. CDL S.à r.l. may withdraw or condition this right at any time by notice, and it ends automatically upon termination of the Agreement. All use of the COMO name and logo, and all goodwill arising from it, inure exclusively to the benefit of the COMO entities. The Partner shall not register, or apply to register, any name, trademark or domain name containing or confusingly similar to a COMO name or logo, and shall not contest the COMO entities' rights in them.

6.3 Use of the Partner Brand

The Partner grants CDL S.à r.l. a non-exclusive, non-transferable and royalty-free right to use the Partner's name and logo during the term of the Agreement for the performance of the Agreement, including co-branded materials and, where the Partner Agreement provides for it, the Partner's branded environment, and to identify the Partner as a partner of COMO. This right ends upon termination of the Agreement, save for materials already in circulation.

7. Data Protection

7.1 Independent Controllers

Each Party acts as an independent controller for the personal data it processes under the Agreement and is solely responsible for its own compliance with Regulation (EU) 2016/679 and applicable Luxembourg data protection law. Each Party maintains technical and organizational measures appropriate to the risk and ensures the reliability and confidentiality of personnel with access to personal data. Where the Partner directs a prospective Client to CDL S.A., the CDL S.A. becomes an independent controller of the data received from the moment of receipt.

8. Confidentiality

8.1 Obligation

Each Party shall keep the Agreement, its terms and the commercially sensitive information of the other Party confidential, shall use such information solely to perform the Agreement and shall disclose it only to its affiliates, officers, employees and advisers who need it and are bound by equivalent obligations, or where Applicable Law or a competent authority requires disclosure. The obligation does not apply to information that is or becomes public otherwise than through a breach, was lawfully known to the recipient without an obligation of confidence or is independently developed. The obligation applies during the term of the Agreement and for five (5) years thereafter, and indefinitely in respect of trade secrets.

9. Warranties

9.1 Mutual Warranties

Each Party warrants that it is validly existing, has the power and authority to enter into and perform the Agreement and has taken all corporate action required to authorize its execution. Each Party shall comply with all laws applicable to its performance of the Agreement. Except as expressly stated in the Agreement, neither Party makes any warranty or representation, express or implied, to the fullest extent permitted by Luxembourg law.

10. Liability and Indemnity

10.1 Exclusions of Liability

Except in cases of fraud, willful misconduct, gross negligence or breach of confidentiality, neither Party is liable to the other for indirect or consequential damages, including loss of profits, business opportunities, goodwill or reputation.

Each Party's aggregate liability under or in connection with the Agreement is limited to the total incentives paid or payable by CDL S.à r.l. to the Partner in the twelve (12) months preceding the event giving rise to the liability, or to EUR 10.000, whichever is higher.

10.2 Indemnity

The Partner shall indemnify each COMO entity against any third-party claim, and any resulting loss, liability, cost or expense, arising from the Partner's platform, its marketing, its breach of the Agreement or its misrepresentation.

11. Suspension

11.1 Right to Suspend

CDL S.à r.l. may suspend the Partner's participation in the partner program, including any integration and branded environment, with immediate effect where it reasonably suspects an Event of Default, where a competent authority so requires or where suspension is necessary to protect the security or integrity of the COMO Services. CDL S.à r.l. informs the Partner of the suspension and lifts it once the ground has ceased.

12. Term and Termination

12.1  Term

The Agreement takes effect on the Effective Date and remains in force until terminated in accordance with this Section.

12.2 Termination for Convenience

Either Party may terminate the Agreement for convenience, with or without cause, by giving the other Party at least sixty (60) days' prior written notice.

12.3 Event of Default

A material breach of the Agreement constitutes an “Event of Default”. Where the defaulting Party does not remedy a curable Event of Default within thirty (30) days of written notice, the other Party may terminate the Agreement immediately. Either Party may terminate the Agreement immediately where it reasonably suspects fraud or other illegal activity by the other Party in connection with the Agreement, or where the other Party becomes subject to Sanctions.

12.4 Survival

Termination is without prejudice to rights accrued before it. The confidentiality, data protection, intellectual property, liability and indemnity provisions, together with Section 4 (Incentives) to the extent it governs accrued incentives, survive termination for as long as their subject matter requires.

13. Amendments

13.1 Amendment Regime

CDL S.à r.l. may amend these Partner General Terms and Conditions and the Partner Incentive Program upon one (1) month's written notice, or with immediate effect where the amendment is required by Applicable Law, corrects an error or is not to the Partner's detriment. A Partner that does not accept an amendment may terminate the Partner General Terms and Conditions and Partner Agreement before the amendment takes effect, in which case the amendment does not apply to it. Where the Partner does not terminate before the amendment takes effect, the amendment is deemed accepted.

The Partner Agreement changes only by agreement of the Parties.

14. Notices

14.1 Notices by CDL S.à r.l.

CDL S.à r.l. may give any notice under the Agreement by email to the address stated in the Partner Agreement or through the Partner's account on the COMO Platform or by registered letter. Such a notice is deemed received on the Business Day of transmission where transmitted during business hours in Luxembourg, and otherwise on the following Business Day. The Partner shall keep its notice details current.

14.2 Notices by the Partner

The Partner shall give notices of termination, of an Event of Default and of any claim in writing by courier with return receipt to CDL S.à r.l.'s registered office, with a copy by email to legal@como-dl.com. Any other notice of the Partner may be given by email to sales@como-dl.com. A notice of the Partner is effective upon actual receipt, and a notice sent to any other address is without effect.

15. General

15.1 Successors and Assignment

The Agreement binds and benefits the Parties and their legal successors. The Partner shall not assign the Agreement without the prior written consent of CDL S.à r.l. CDL S.à r.l. may assign the Agreement to another COMO entity, in whole or in part, upon thirty (30) days' written notice to the Partner.

15.2 Severability and No Waiver

Where any provision is or becomes illegal, void or unenforceable, it is deemed deleted and the remainder continues in force. No failure or delay by a Party in exercising a right operates as a waiver, and no single or partial exercise precludes any further exercise.

15.3 Entire Agreement

The Agreement, consisting of the Partner Agreement and these COMO Partners General Terms and Conditions, together with all annexes and schedules they reference, constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior agreements and understandings.

15.4 Electronic Signature

The Agreement may be signed electronically or concluded by ticking the acceptance box presented on the COMO Website. Electronic signatures and acceptance by ticking the box have the same legal effect as handwritten signatures under Luxembourg law, and no Party shall contest the validity of the Agreement on the ground that it was concluded by electronic means.

15.5 Governing Law and Jurisdiction

The Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of the Grand Duchy of Luxembourg. Before commencing proceedings, the Parties shall attempt in good faith to resolve any dispute through discussion between senior representatives within thirty (30) days of a written request. Any unresolved dispute is subject to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. This Section does not prevent an application for interim or protective measures.