Terms & Conditions

CREOPAY – TERMS & CONDITIONS

By and between
CREOPAY S.A.R.L., a private limited liability company validly existing under the laws of the Grand
Duchy of Luxembourg, having its registered office at RUE DU PUITS ROMAIN 33, L-8070 – BERTRANGE (LUXEMBOURG), Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies
Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 237.051 (“Creopay”),

/

CUSTOMER (as defined below) – this agreement must be subscripted by an Administrator (as defined
below), authorized to represent and enter into commitments on behalf of the Customer.
Creopay and the Customer, herein together referred to as “Parties”.
Recitals
The Customer has before purchased or is going to purchase, by the Dealer (as defined below), Platform
Credits (as defined below) to use Creopay Software as Services (the “Creopay SaaS” or the
“Platform”).
Before using the Creopay SaaS, the Customer has to read and accept this term of use (the
“Agreement”). By using the Creopay SaaS or browsing the Platform, creating an Account, this implies
that Customer has read, understood and agreed to be bound by this Agreement. If the Customer does
not comply with this Agreement, the latter must (shall) not use the Creopay SaaS.
By using the Creopay SaaS (i.e. application or application plug-ins), the Customer also agrees to comply
with all applicable laws and regulations in accordance with the present Agreement.
The purpose of this Agreement is to specify the terms and conditions of use for the Creopay SaaS,
which enables the Customers to improve the management of their accounts receivables and enables
alternative payment methods in order to collect their invoices, through a multi-channel message, with
an embedded payment link. The payment will be processed by a virtual POS, even by installments, that
will collect immediately the receivable amount. For this purpose, the Customer has to enter into a direct
contractual relationship with [Alfa] regarding the performance of payments.
The acceptance of this Agreement is formally confirmed by a tick box on the registration Account
form. This acceptance shall be made without reservation and will be indivisible. Any acceptance subject
to reservations or conditions will be considered as null and void.
This Agreement may be accessed and printed at any time by means of a hyperlink available on
Creopay’s website.
1. Definitions
1.1 When used with initial capital letters, the following terms will be considered as having the meanings
attributed to them hereafter:
Account: the digital account (i.e. user-id and password) of the Customer, enabling the Administrator to
access and use the Creopay SaaS via the Customer UI, after the registration to the Platform has been
approved.
Administrator: the individual authorized to enter into commitments on behalf of the Customer and/or
the individual designated as the contact person authorized by the Customer to manage the use of
Creopay SaaS.
Business Day: any weekday where the banks are open for non-automated business other than a bank or
public holiday in Luxembourg.
Customer: the client in favur of which the Platform (i.e. the Platform Credits) has been sold by the
Dealer, who is acting, including through any other person acting in his name or on his behalf, for
purposes relating to his trade, business, craft or profession, pursuant to Directive 2011/83/EU. For the
avoidance of doubt, the Creopay SaaS are intended exclusively for professionals.

Customer Bank Account: the Customer’s SEPA bank account and any information required by [Alfa]
to fulfil its banking obligations, which must be supplied by the Customer, pursuant to term and
conditions of the contract by and between the Customer and [Alfa].
Customer Data: all the data, contents, invoices and information, transmitted by the Customer, for
registering to, uploading to, transmission by or storage on, the Platform or generated by the Platform as
the result of the use of the Creopay SaaS by the Customer, including Customer’s Debtors data.
Customer UI: the digital user-interface made available to the Customer to enable access to the Creopay
SaaS and manage use.
Customer’s Debtor: the Customer’s clients, to whom the Customer sends multi-channel message with
an embedded payment link, through use of the Platform.
Customer’s Debtors data: the personal data and/or any information (even financial) concerning the
Customer’s Debtors.
Data Protection Laws: all the applicable laws and regulations relating to the processing of personal data
including, while it is in force and applicable to Customer, Luxembourg Law of August 1, 2018 on the
organization of the National Data Protection Commission (CNPD) and the general data protection
framework and the General Data Protection Regulation (Regulation no. 2016/679/EU).
Dealer: a reseller for the Platform appointed by Creopay whose sold Platform Credits to the Customer.
Force Majeure Event: an event, or a series of related events, that is outside the reasonable control of
the affected Party (including failures of the internet or any public telecommunications network, hacker
attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures,
industrial disputes affecting any third-party, changes to the applicable law and regulations, disasters,
explosions, fires, floods, riots, pandemics, terrorist attacks and wars).
Intellectual Property Rights: all the intellectual property rights wherever in the world, whether
registrable or unregistrable, registered or unregistered, including any application or right of application
for such rights (and these “Intellectual Property Rights” include copyright and related rights, database
rights, confidential information, trade secrets, know-how, business names, trade names, trademarks,

service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-
conductor topography rights and rights in designs).

Month: a period of thirty (30) calendar days.
Payment Transactions: the financial transactions, via a virtual POS, performed or accessible in the
context of the utilization of Creopay SaaS and/or on Customer Bank Account, which are achieved by
[Alfa] under its sole responsibility and pursuant to terms and conditions of the contract by and between
the Customer and [Alfa].
Platform Credits: credits sold by Dealer to its Customer, expendable for use of Platform by Customer.
[Alfa]: the company performing the Payment Transactions. [Alfa] is a company registered in [●] having
its registered office at [●], operating as payment service provider.
[Alfa] Contract: the agreement concluded by and between the Customer and [Alfa], governing the
performance of the Payment Transactions, accessible via the Platform.
Service Levels: the minimum levels of service that Customer will receive from Creopay in accordance
to the [SLA Annex] attached herein.
Subscription Date: the date (Luxembourg local time) where Creopay confirms the Customer that the
Account is enabled by Administrator for use of the Platform, succeeding [Alfa]’s acceptance of
Customer’s as a user for its own Payment Transaction services.
Update: the hotfix, patch or minor update to the Platform.
Upgrade: the hardware or software upgrade of the Platform.
2. Subject matter
2.1 The purpose of this Agreement is to define the conditions under which the Creopay SaaS will be
made available to the Customer and specifying the rights and obligations of both Creopay and the

Customer. The Creopay SaaS are provided only for Customers who have a registered office within the
territory of European Union or the United Kingdom. Subject to the terms and conditions of this

Agreement, Creopay hereby grants the Customer a non-transferable, non-sublicensable and non-
exclusive right and license to use the Platform, provided that the Customer shall not (and shall not

allow any third-party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble
or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any
right in any such materials.
2.2 The Creopay SaaS is a tool that allows the Customer to access and manage account information and
interactions with the Customer’s Debtors. The Customer acknowledges and agrees that it has full
control over the use of all features offered via the Platform, including all monitoring, payments,
collection and lettering tools offered through the Creopay SaaS, and that Creopay does not engage in
any action that may be deemed a debt collection activity on behalf of the Customer. The Customer
further acknowledges and agrees that Creopay does not hold, receive or disburse funds on the
Customer’s behalf.
2.3 The Platform is developed on MongoDB®, provided through an application browser installed on
the Customer’s device. The underlying technology SEDesk® by Blu5 Group guarantees access
confidentially only to authorized parties. The Platform encloses a custom relationship management
(CRM) implemented into a virtual POS. The Platform enables the Customer to send the Customer’s
Debtors – massively, multi-channel and, also, individually – link by means of which the latter are able to

pay the due amount in favor of the former. Creopay outsources the e-mail transmission to its third-
party partner, MailUp®, which maps the e-mail address to the Creopay domain. Text messages are sent

through Creopay’s third-party partner, Twilio®. The Customer’s Debtors are offered multiple solutions
and payment sources, which can be registered for scheduled installments (by means of payment source
customized by token). The virtual POS registers and classifies the occurred Payment Transactions in
real-time, issues the receipt for the Customer’s Debtors and accounts the payment for the Customer.
Payment Transactions are performed by the payment system of [Alfa]. For avoidance of doubt,
Creopay partners with [Alfa] for completely off-Platform transactions, and Creopay does not receive,
hold or manage any funds or receive any detailed financial or other sensitive information from
Customers or Customer’s Debtors, through the processing of Payment Transactions. The Customer
acknowledges and agrees that Creopay is neither a payment nor an electronic money institution.
2.4 As stated above, the Platform involves the utilization of third-party partner’s services, licensed to
use, specified as follows: Red Hat® (cloud) MongoDB® (encrypted database), SEDesk® (user desktop
interface), MailUp® (e-mail messages), Twilio® (text messages). The Customer acknowledges and
agrees that Creopay reserves the right to change its primary third-party partners providers at any time,
in its sole discretion.
2.5 The Platform is provided for use by Customer’s Debtors free of charge, by means of Creopay
[End-User License Agreement – EULA], attached herein. The Customer acknowledges and agrees to
terms and conditions of such Creopay EULA.
2.6 By subscription to this Agreement together with the linked [Alfa] Contract, the Customer has the
possibility to use the following features, simplifying the tracking of invoices and recovering unpaid
amounts:
(i) upload an excel/csv file of the Customer’s Debtor and select the batch. The Creopay SaaS will
automatically identify what is ready to be operated;

(ii) send out invoices to the Customer’s Debtor with a customized message via sms, e-mails, certified e-
mails, and a link to pay the bill;

(iii) reconcile payments (this being understood as the reconciliation between a given invoice and its
payment by the Customer’s Debtor). By clicking the link to pay, the Customer’s Debtor will be
redirected to the virtual POS terminal where he will be able to pay its specific bill/amount or choose

the source and token it for installments. When the required amount is paid, the Platform will
immediately produce receipts;
(iv) access all invoicing and payment data via Customer UI. Access analytics and personalized
reminders to the Customer’s Debtor. Access live report on pending invoices, engagement rate, hit rate,
amount collected. Customer will be also able to verify contacts data and classify the Customer’s
Debtor.
2.7 E-mail statements, payment reminders and notices sent to Customer’s Debtors may include
“Powered by Creopay” or similar messaging. With regards to every invoice, collection reminder or
other notice sent outside of the Customer’s organization via the Platform, the Customer acknowledges
and agrees that Creopay shall have the right to automatically add an identifying footer in accordance
with Creopay’s standard policies then in effect.
2.8 The Customer is required to accept the Attachments and acknowledges terms and conditions of
third-party partners providers.
3. Term and withdrawal
3.1 This Agreement shall come into force upon the Subscription Date. This Agreement shall continue
to be in force indefinitely, subject to termination in accordance with any clause of this Agreement.
3.2 Should the Creopay SaaS be unused by the Customer for a continuous period of 12 (twelve)
Months, the Account will be automatically disabled, this Agreement will terminate and the outstanding
Platform Credits (if any) will be withheld by Creopay, in accordance with the terms of Section
“Termination – Effect of termination”.
3.3 The Customer may terminate this Agreement at any time, by means of removal of its Account from
the Creopay SaaS (withdrawal without cause), in accordance with the terms of Section “Termination –
Effect of termination”. In that case, the Customer is not entitled to require refund of any amounts paid
for Platform Credits not yet used. In any such case, if the Customer reactivates its Account within
twelve (12) Months from the removal of the same, the Customer shall have the right to use Platform
Credits, not yet used before removal of its Account.
3.4 Creopay is entitled to terminate this Agreement according to its sole discretion (withdrawal without
cause), by written mean, including e-mail, in accordance with the terms of Section “Termination –
Effect of termination”. In any such case Creopay shall refund Customer of any amounts paid for
Platform Credits not yet used.
4. Account Set-up
4.1 To use the Creopay SaaS, the Customer has to register for an Account on the Creopay SaaS, via the
Customer UI, in accordance with the conditions stated below.
4.2 As part of the registration process and as part of the continued use of the Creopay SaaS, the
Customer will be required to provide business and personal information (such as identification, contact
details, Customer Bank Account, and other data). In particular, the Customer has to supply the required
information concerning the professional and the Administrator contact details. The Customer
acknowledges and agrees that any incomplete registration request will be declined, and any Customer

Data given to Creopay as part of the registration process will always be accurate, correct and up-to-
date. Consequently, the individual (i.e. Administrator) submitting the registration request certifies that

she/he is authorized to represent the Customer, to enter into commitments with Creopay on behalf of
the professional. The Customer has also to acknowledge and agree the pricing conditions for use of the
Creopay SaaS, via the acceptance of the [Pricing Plans] attached herein.
4.3 The Customer acknowledges and agrees that Creopay may and will hold any Administrator’s
personal data provided to register an Account and also Customer’s personal data (if any), in accordance
with the [Privacy Policy] attached herein and with Data Protection Laws.
4.4 Creopay reserves the right to verify any Customer Data provided to Creopay as part of the
registration process in order to approve the registration and reserves expressly the right to refuse any registration request without needing to justify its decision. The Customer acknowledges and agrees that
due to the nature of the Creopay SaaS, the Administrator may be required to verify its own identity to
ensure that she/he is not using the Platform in an illegal or fraudulent manner. The Customer warrants
that where Creopay requests further verification of the Administrator’s identity, the Customer will
make all reasonable endeavors to comply with this request, within seven (7) Business Days from receipt
of same. The Customer warrants that any information provided pursuant to this Agreement will be true
and correct to the best of its knowledge and belief. Failure to comply with this Section will warrant an
immediate termination of the provision of the Creopay SaaS, in accordance with the terms of Section
“Termination – Effect of termination”. If the registration request is not approved, the Customer will be
informed of this refusal through written means, including e-mails. The Customer shall not seek any
compensation on such grounds.
4.5 If the registration is approved, Creopay sends a confirmation to the Customer by any appropriate
written mean, including e-mails and this will also result in the opening of the Account. This Account
provides the Administrator the access to the Customer UI. The Customer agrees to update any
Customer Data given to Creopay through the Customer UI in the event of modifications (if any).
4.6 The Customer is responsible for keeping its user-id and password strictly secret. The Customer shall
use reasonable endeavors, including reasonable security measures relating to its Account access details,
to ensure that no unauthorized person may gain access to the Creopay SaaS using the Account. The
Customer has to immediately contact Creopay by means of the contact details provided, if it discovers
that the Account has been used without its authorization. The Customer authorizes Creopay to take all
appropriate measures in such circumstance. The Customer bears sole responsibility and liability for
access to the Platform issued to the Administrator, and for access to the Platform by other users (if
any). Any use of the Platform with the Account (i.e. user-id and password) is considered to have been
performed by the Customer. The Customer is therefore solely responsible and liable for the use of the
Creopay SaaS by means of its own Account.
5. Linked subscription of [Alfa] Contract for Payment Transactions
5.1 The Customer expressly acknowledges and agrees that all Payment Transactions made via the
Platform are managed by [Alfa], a company approved as payment service provider, whose contact
details are mentioned in Section 1.
5.2 To use the Platform the Customer has to enter into a direct contractual relationship with [Alfa]
regarding the performance of virtual POS, necessary for Payment Transactions, accepting the [Alfa
Contract], attached herein. As for the implementation of the Payment Transactions, the Customer
acknowledges and agrees that termination of the contract between the Customer and [Alfa], regardless
of grounds for this, will automatically render unavailable the use of the Creopay SaaS, due to fault and
responsibility of the Customer.
5.3 Regarding Payment Transactions, the Customer shall issue payment instructions performed by
[Alfa] via the Creopay SaaS, by means of automatic processes built into the Customer UI.
Consequently, the Customer expressly agrees that Creopay may transmit the instructions to [Alfa] in its
name and on its behalf.
5.4 All sums paid by the Customer’s Debtor by means of the Platform are executed automatically into
the Customer Bank Account. The Administrator is the only individual authorized to access and modify
the information of the Customer Bank Account, strictly following the procedure specified by [Alfa],
whose details are available via the Customer UI.
6. Consideration
6.1 In exchange for the use of the Platform and for the buying of Platform Credits, the Customer has
paid or agrees to pay, in favor of Dealer a given price, agreed upon with the Dealer.
6.2 Except as expressly stated in this Agreement, Platform Credits are non-refundable, for any reason whatsoever.
6.3 The Customer expressly acknowledges and agrees: (i) that the data gathered via the Platform
accurately reflects the reality of the operations occurring with regard to this Agreement; (ii) that this
data constitutes the main form of proof accepted between the Parties, including for the calculation of
use of the Platform and therefore for calculation of Platform Credits that have been used by the
Customer. The Customer may access this data via the Customer UI, at any time.
7. Platform general usage rules
7.1 Without prejudice to other clauses stated in this Agreement, when using the Platform, the Customer
agrees to comply with the following obligations.
7.2 In its use of the Creopay SaaS, the Customer agrees to comply with this Agreement, the applicable
laws and regulations and (agrees) not to infringe the rights of third-parties or public policy.
7.3 The Customer bears sole responsibility:
(i) for its use of the Creopay SaaS. In particular, the Customer is solely responsible for all data,
information (including without limitation Customer’s Debtor information) feedback, suggestions, text,
content and other materials that Customer uploads, posts, delivers, provides or otherwise transmits or
stores in connection with or relating to, the Creopay SaaS. The Customer is therefore solely responsible
for dealing with the Customer’s Debtors, for the accuracy and completeness of all information on
which invoices to Customer’s Debtors are based, including, without limitation, the identity of, and
contact information for, Customer’s Debtor who are being invoiced, the transactions for which the
Customer is invoicing them, and the cost thereof, including applicable discounts and taxes, if any. The
Customer will consequently fulfil all of its obligations to each Customer’s Debtor with whom it engages
and will resolve any Customer’s Debtor dispute or complaint, directly with such Customer’s Debtor;
(ii) for the information and bank details supplied regarding its Customer Bank Account;
(iii) for compliance with any applicable legal and regulatory provisions in relation to information
provided through use of the Platform. Therefore, the Customer shall remain solely responsible for
assessing the implications and risks of using the Platform;
(iv) for obtaining and maintaining any equipment and ancillary services needed to connect to, access or
otherwise use the Platform, including, without limitation, modems, hardware, server, software (e.g.
third-party accounting software) operating system, networking, web servers, long distance and local
communication service. The Customer shall be responsible for ensuring that such equipment is
compatible with the Platform (and, to the extent applicable, any software included as part of the
Creopay SaaS) and complies with all configurations and specifications set forth in Creopay’s published
policies then in effect. The Customer shall also be responsible for maintaining the security of the
equipment, the Customer’s Account (including but not limited to, user-id and password) and files, and
for all uses of its Account or of its equipment with or without the Customer’s knowledge or consent;
7.4 The Customer must not use the Creopay SaaS:
(i) in any way that is unlawful, illegal, fraudulent, deceptive or harmful or in connection with any
unlawful, illegal, fraudulent, deceptive or harmful purpose or activity. In particular, the Customer agrees
to comply with the applicable laws and regulations and measures against money laundering. Customer
Data (i.e. content) transmitted by the Customer by means of the Platform, must not be illegal or
unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal
action against any individual (in each case in any jurisdiction and under any law);
(ii) for reverse engineer, derive the source code of, tamper with any function of the Creopay SaaS
and/or to copy and/or misuse the concept, the technologies, all or part of the data or any other aspect
of the Creopay SaaS. For the avoidance of doubt, the Customer has no right to access the source code
(including object code, intermediate code and source code) of the Platform, either during or after the term;

(iii) to introduce, directly or indirectly, any virus, worm, trojan or other harmful or malicious code that
could damage any function of the Creopay SaaS or otherwise corrupt, degrade or disrupt any function
of the Creopay SaaS.
(iv) to circumvent any technological measures that are designed to prevent unauthorized use and/or
access to any part of the Platform;
(v) for any other activities misusing the Platform for any purpose other than those for which it was

designed. In particular, for any acts likely to adversely affect the rights and financial, business or non-
pecuniary interests of Creopay, including but not limited to, any behavior likely to interrupt, suspend,

slow down or impede the continuity of the Platform (e.g. any acts likely to disproportionately overload
the Creopay’s infrastructure or likely to cause damage to the Platform or impairment of the availability
or accessibility of the Creopay SaaS).
7.5 The Customer expressly acknowledges and agrees:
(i) that [Alfa] may suspend Payment Transactions in order to perform the necessary verifications
concerning a payment, a Customer’s Debtor or the Customer itself. The Customer acknowledges that
Creopay is not liable for such a possible suspension;
(ii) that the operation of the Platform, including transmission of Customer Data (e.g. invoices, messages
etc.) entered therein, may be unencrypted and involve: (a) transmissions over various networks; (b)
changes to conform and adapt to technical requirements of connecting networks or devices; and (c)
transmission to third-party partners – vendors and hosting – to provide the necessary hardware,
software, networking, storage, and related technology, required to operate and maintain the Platform.
Accordingly, the Customer acknowledges and agrees that it bears sole responsibility for adequate
security, protection and backup of its Customer Data;
(iii) that complex software (even Creopay SaaS) is never wholly free from defects, errors and bugs.
Subject to other provisions of this Agreement, Creopay gives no warranty or representation that the
Platform will be wholly free from defects, errors and bugs;
(iv) that access to the Platform may be temporarily interrupted for maintenance reasons, also related to
regular Updates and Upgrades. Creopay will make its best commercial efforts to anticipate such
maintenance windows, with prior notification to the Customer;
(v) that complex software (even Creopay SaaS) is never entirely free from security vulnerabilities.
Subject to the other provisions of this Agreement, Creopay gives no warranty or representation that the
Platform will be entirely secure;
(vi) that the Creopay SaaS is designed to be compatible only with that format file and systems specified
as compatible in the services specification and Creopay does not warrant or represent that the Platform
will be compatible with any other format file or systems;
(vii) that use of the Platform requires a connection to the Internet and that the quality of the Creopay
SaaS is directly dependent on this connectivity;
(viii) that this Agreement does not create a relationship of employment, trust, joint venture, agency,
partnership or other relationship of a fiduciary nature between the Parties;
(ix) to use the Creopay SaaS solely for its internal business and strictly personal purposes (which, for
the avoidance of doubt, does include use of any of Customer’s related body corporate);
(x) that, by providing the Customer with the ability to store, communicate and distribute its Customer
Data by means of the Platform, Creopay is merely acting as a passive provider for such distribution
(pursuant to article 12 “Mere conduit” and 14 “Hosting”, of Directive 2000/31/EU) and therefore,
Creopay is not undertaking any obligation or liability relating to any Customer Data or activity over the
Platform;
(xi) that the Creopay SaaS is not to be deemed exclusively in favor of the Customer and Creopay or any
affiliate thereof, shall be free to render the Creopay SaaS or similar services to other companies and
other clients.
8. Mutual representations and warranties
8.1 Each Party represents and warrants that it has the full right, power, and authority to enter into this
Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder.
9. Customer’s representation and warranties
9.1 Without prejudice to other clauses stated in this Agreement, the Customer shall remain solely
responsible for the data flow and for the correctness and completeness of the data (personal and not)
transmitted by means of the Platform. The use of the Creopay SaaS is under the sole responsibility of
the Customer that cannot use it for scope not assented by the applicable laws and regulations or this
Agreement.
9.2 In particular, the Customer represents and warrants to Creopay that:
(i) it owns all Customer Data or has obtained all permissions, releases, rights or licenses required to
engage in the Customer’s posting and other activities in connection with the Creopay SaaS, without
obtaining any further releases or consents;
(ii) Customer Data and other activities in connection with the Creopay SaaS do not and will not violate,
infringe, or misappropriate any third-party’s copyright, trademark, right of privacy or publicity, or other
personal or proprietary right, nor does Customer Data contain any matter that is defamatory, obscene,
unlawful, threatening, abusive, tortious, offensive or harassing or that may expose Creopay to harm or
liability of any nature;
(iii) the amounts invoiced are owed pursuant to a contractual relationship between the Customer and
the Customer’s Debtor, the schedule that the Customer selects for invoicing, reflects the payment
terms to which the Customer’s Debtor has agreed, and invoicing, collection reminders and, if
applicable, collection calls to a Customer’s Debtor do not violate the terms of any agreement between
the Customer and the Customer’s Debtor.
9.3 The Customer shall hold Creopay harmless against all complaints, claims, legal action and/or
proceedings of any kind which Creopay may face due to a violation by the Customer of any of its
obligations or guarantees under this Agreement and/or to its use of the Platform. The Customer
therefore agrees to compensate Creopay for any loss it may suffer and to pay it all costs, charges
and/or awards incurred by it as a result.
9.4 In particular, the Customer has to defend, indemnify, and hold harmless Creopay – its principals,
officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents –
from and against any claims, actions or demands, including without limitation reasonable legal and
accounting fees, arising or resulting from Customer’s breach of this Agreement, any Customer Data,
violations of applicable laws and regulations or Customer’s other access, contribution to, use or misuse
of the Platform. This includes any negligent or illegal conduct by any person or entity accessing the
Platform using Customer’s Account whether such access is obtained via fraudulent or illegal means.
Creopay shall provide notice to the Customer of any such claim, suit or demand. Creopay reserves the
right to assume the exclusive defense and control of any matter which is subject to indemnification
under this Section. In such case, the Customer agrees to cooperate with any reasonable requests
assisting Creopay’s defense of such matter.
10. Prohibition to resell
10.1 The Customer cannot sell, transfer or make available to third-parties the Creopay SaaS, except for
the possibility to allow the use in favor of the Customer’s related body corporate. The Customer
consequently agrees that it will not transfer, grant or assign any of its rights or obligations under this
Agreement to a third-party, in any way or form. It is therefore prohibited to seek, to obtain payment
for, to sell or to assign, all or part of the access to the Platform.
11. Exclusive services provider
11.1 During the term of this Agreement, within the territory of European Union and the United
Kingdom, Creopay shall be the exclusive Customer’s third-party provider for joint offer of CRM
(custom relation management) and virtual POS (online payments) online services.
11.2 The Customer shall not seek or accept similar services from other third-party providers, unless the
prior approval is obtained from Creopay, by any appropriate written mean, including e-mail.
12. Measures for infringements
12.1 The Customer expressly acknowledges and agrees that Dealer may require Creopay to suspend or
terminate Customer’s access to the Platform (i.e. Account blocking), due to breaches to terms of the
agreement between Dealer and Customer, in accordance with the terms of Section “Termination –
Effect of termination”.
12.2 In the event of the Customer’s non-compliance with any clauses of this Agreement or more
generally any infringement of the applicable laws and regulations by the Customer, Creopay reserves
the right to take all appropriate measures without prejudice to termination of this Agreement, in
accordance with the terms of Section “Termination – Effect of termination”.
In particular, Creopay is entitled to:
(i) suspending access to the Platform (temporary disabling the Account);
(ii) whether necessary or appropriate, inform the relevant public authorities, cooperating with them and
supplying them with all useful information to assist in the identification and prevention of illegal or
illicit activities.
13. Creopay’s representation and warranties
13.1 All Creopay’s warranties and representations in respect or subject matter of this Agreement are
expressly set out in this Section. Therefore, Creopay shall be considered liable towards the Customer
solely to the extent that are expressly set out under this Section. To the maximum extent permitted by
applicable laws and regulations, no other warranties or representations concerning the subject matter of
this Agreement will be implied into this Agreement. The limitations under this Section apply therefore
with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by
applicable laws and regulations. The provisions of this Section allocate the risks under this Agreement
between the Parties, and the latter have relied on these limitations in determining whether to enter into
this Agreement.
13.2 It being hereby understood that Creopay is subject to an obligation of due diligence, with the
exclusion of any absolute obligation – which the Customer expressly acknowledges and agrees –
Creopay represents and warrants that:
(i) it will comply with applicable laws and regulations for operating the Platform and generally as a
provider of information technology products and services;
(ii) that the Platform, when used in its specified operating environment, will conform to its
specifications and it will comply with the Service Levels, pursuant to the [SLA Annex] attached herein.
The Creopay SaaS specifications, and specified operating environment information, can be found in
documentation accompanying the Platform (such as a read-me file) or other information published by
Creopay. The Customer agrees that such documentation may be supplied only in the English, unless
otherwise required without the possibility of contractual waiver or limitation;
13.3 Subject to the other provisions of this Agreement, Creopay moreover does not guarantee to the
Customer:
(i) that the Creopay SaaS is completely free of errors or defects, as it is subject to ongoing efforts to
improve it, particularly regarding performance and regular Updates and Upgrades;
(ii) that the Creopay SaaS will specifically meet the Customer’s own needs and expectations, as the
Platform is designed to be standardized and in no way designed solely for a single given client,
according to its specific constraints and requirements.
13.4 Subject to the other provisions of this Agreement, and to the fullest extent permitted by applicable
laws and regulations, Creopay, its directors, employees, partners, agents, suppliers, or affiliates, shall not be deemed responsible or liable for any loss or damage, direct or indirect, incidental, special,
consequential or punitive damages, including without limitation, economic loss, loss or damage to
electronic media or data, goodwill, or other intangible losses, resulting from (by way of example and
not limitation):
(i) any payment made by Customer’s Debtor. Therefore, Creopay will not have any liability to the
Customer for any unauthorized Payment Transactions or money transfer, made using the Customer’s
Account;
(ii) contractual or any other type of disputes arising between the Customer and the Customer’s Debtor
regarding Payment Transactions and/or use of the Platform and/or contractual or any other type of
disputes arising between the Customer and the Dealer for the use of the Platform and for the buying of
Platform Credits;
(iii) malicious intrusion into Customer’s IT systems by a third-party. It being understood that not all
errors or defects might be corrected, and the Platform might be not free of viruses or other harmful
components;
(iv) failure to perform the Creopay SaaS, due to failings or inefficiency because of third-party service
providers. Due to the circumstance that Creopay uses third-party service providers for the
implementation of the Platform, in the event of unavailability of the services rendered by those service
providers, Creopay will make its best commercial effort to maintain in effect the Creopay SaaS.
However, under no circumstances Creopay shall be considered liable to the Customer;
(v) failure to perform the Creopay SaaS due to failings of [Alfa]. Because of the circumstance that all
Payment Transactions made via the Platform are managed by [Alfa] and the Customer has entered a
direct contractual relationship with [Alfa], under no circumstances Creopay shall be considered liable to
the Customer;
(vi) temporary difficulty or impossibility to access and/or operate the Platform, due to circumstances
outside of Creopay’s control, in particular but not limited to, in case of Force Majeure Events (e.g. due
to disruption of telecommunications networks).
13.5 The Customer shall have the burden to communicate to Creopay any inefficiency or failure of the
Platform, which affects the [SLA Annex] attached herein and for which Creopay shall be considered
liable towards the Customer pursuant to this Section. Creopay will have to restore the Service Levels
flow within [forty-eight (48) hours] and if there is no remedy in such term, if not otherwise provided
for in the agreement with the Dealer, Customer may:
(i) terminate this Agreement, in accordance with the terms of Section “Termination – Effect of
termination”; and
(iii) obtain refund of amounts paid for Platform Credits not yet used by Customer; and/or
(ii) obtain performance or compensation of damages (if any), pursuant to provisions and limits set out
in this Section.
13.6 Circumstances may arise where, because of a default by Creopay in performance of its obligations
under this Agreement or other liability, the Customer is entitled to recover damages from Creopay,
pursuant to this Section. Creopay’s liability will arise only in case of serious fault, fraudulent intent or
purport to deprive the contract of any economic reason. Creopay may only be held responsible for
foreseeable damages (dommages prévisible), arising in the course of its performances subject this
Agreement or in connection with use of the Platform, and in any case will not exceed the aggregate
amount of Platform Credits purchased by the Dealer, that have been used by the Customer, during the
[six (6) Months] period preceding the date on which the claim arises.
13.7 In the event of such criteria will not be applicable, due to the fact that (a) no Platform Credits have
been used by Customer during the [six (6) Months] period preceding the date on which the claim
arises or (b) this Agreement is in force for less than six (6) Months as of Subscription Date,
compensation is limited to the maximum sum of [€ 2.000,00]. 
13.8 Unless a serious fault, a fraudulent intent or the intent to deprive the contract of any economic
purpose demonstrated by Creopay can be evidenced by the Customer, Creopay, its subcontractors or
developers are not liable for any of the following, even if informed of their possibility:
(i) loss of, or damage to, Customer Data;
(ii) foreseeable damages (dommages prévisible); or
(iii) lost profits, business, revenue, goodwill, or anticipated savings.
13.9 If a default by Creopay in performance of its obligations under this Agreement arises the
Customer has to issue a complaint [by registered letter with acknowledgement of receipt within a
period of [one (1) Month] following the occurrence of the said event]. If no claim for compensation,
in the forms described above, has been received by Creopay within the aforementioned deadline, the
Customer’s claim for compensation shall be deemed to have been finally waived.
14. Force Majeure Event
14.1 If a Force Majeure Event gives rise to a failure or delay in either Party performing any obligation
under this Agreement (other than any obligation to make a payment), that obligation will be suspended
for the duration of the Force Majeure Event.
14.2 A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give
rise to, any failure or delay in that Party performing any obligation under this Agreement, has to:
(i) promptly notify the other Party; and
(ii) inform the other Party of the period for which it is estimated that such failure or delay will continue.
14.3 A Party whose performance of its obligations under this Agreement is affected by a Force Majeure
Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
15 Dispute Resolution
15.1 Each Party will allow the other reasonable opportunity to comply before it claims for damages.
The Parties will attempt in good faith to resolve all disputes, disagreements, or claims between the
Parties relating to this Agreement.
16. Confidentiality
16.1 By virtue of this Agreement, the Parties may have access to information that is confidential to one
another. Each Party agrees to handle only information that is required for the performance of
obligations under this Agreement. Confidential information shall be limited to special terms and pricing
(if any) under this Agreement, to Customer Data (e.g. invoices, messages etc.) be present in the
Platform, and to all information clearly identified as confidential at the time of disclosure.
16.2 A Party’s confidential information shall not include information that:
(a) is or becomes a part of the public domain through no act or omission of the other Party;
(b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the
other Party either directly or indirectly from the disclosing Party;
(c) is lawfully disclosed to the other Party by a third-party without restriction on the disclosure; or
(d) is independently developed by the other Party.
16.3 Creopay will hold Customer Data provided to the Platform confidential for as long as such
information resides, by means of technological environment (i.e. encrypted database).
16.4 Creopay does not become aware of any available Customer Data on the Platform but it only stores
and transmits data files, on behalf of the Customer. For the avoidance of doubt, the Customer itself
uploads data and information (personal and non-personal) necessary for the use of the Platform (in file
data formats allowed by Creopay). Therefore, Creopay has no access to the data entered (personal and
non-personal) for use of the Platform. Creopay only has access to the analytics of use of the Creopay
SaaS, for calculation of use of the Platform (i.e. to calculate Platform Credits used by Customer).
Anyhow, Creopay is authorized to store any document or data required to provide proof of its
performance of the Creopay SaaS, for the period provided for under the terms of the applicable laws
and regulations with reference to these obligations and/or the applicable limitation period, based on the
longest of these periods. Each Party agrees to not disclose any such confidential information to any third-party (except for third-party partners providers) unless authorized in writing by the disclosing
Party to do so.
16.5 In the event the receiving Party becomes or may become legally compelled to disclose any
confidential information , the receiving Party shall provide to the disclosing Party prompt prior written
notice of such requirement so that the disclosing Party may seek a protective order or other appropriate
remedy and/or waive compliance with the terms of this Section. In the event that such protective order
or other remedy is not obtained, or that the disclosing Party waives compliance with the provisions
hereof, the receiving Party shall furnish only that portion of the confidential information which is
advised by counsel as legally required to be disclosed, and shall use its best efforts to insure that
confidential treatment shall be afforded such disclosed portion of the confidential information.
17. Intellectual Property Rights
17.1 Each Party agrees that, except and to the extent provided herein, it shall acquire no right, title or
interest in or to, the other Party’s information, database rights, data, tools, processes or methods, or any
patents, copyrights, trademarks, service marks, trade secrets (or any improvements, updates or upgrades
thereto), or any other Intellectual Property Rights of the other Party by virtue of the provision or use of
the Platform pursuant to this Agreement.
17.2 As between Creopay and the Customer, Creopay shall own all right, title, and interest in and to,
the Creopay SaaS, including all source code, object code, operating instructions, and interfaces
developed for or relating to the Platform, together with all modifications, enhancements, revisions,
changes, copies, partial copies, translations, compilations, and derivative works thereto, including all
copyrights and other Intellectual Property Rights relating thereto. Customer will have no rights with
respect to the Creopay Intellectual Property Rights other than those expressly granted under this
Agreement.
17.3 Whilst using the Creopay SaaS, Creopay grants the Customer a non-exclusive, royalty-free,
revocable license, during while the Customer has an active Account and has a purchased Platform
Credits, and solely for its internal business and strictly personal purposes (which, for the avoidance of
doubt, does include use of for any of Customer’s related body corporate).
17.4 Creopay does not grant the Customer any other rights whatsoever in relation to the Platform, the
source code (including object code, intermediate code and source code) of the Platform, either during
or after the term. All other rights are expressly reserved by Creopay.
18. Customer’s Debtors data
18.1 During term of this Agreement, Creopay may be required to process the Customer’s Debtors data.
18.2 In such case the Parties herby expressly acknowledge and agree that the Customer is data
controller for the Customer’s Debtors data and is required to fulfil the obligations incumbent to them
in its data controller capacity and the Customer bears the full responsibility and liability for the
collection, control and management of such Customer’s Debtors data. The Customer acknowledges
and agrees that Creopay may and will hold any Customer’s Debtors, in accordance with the [Data
Processing Agreement] attached herein.
18.3 Creopay is involved exclusively as a processor for the Customer’s Debtors data and represents that
it will handle it exclusively for the performance of the Creopay SaaS. The terms and functions for the
use of the Creopay SaaS by the Customer constitute instructions issued by Customer to Creopay,
regarding processing to be performed for the Customer’s Debtors data. The Customer therefore
remains responsible for submitting any other instructions to Creopay deemed to be appropriate. The
purpose of processing such Customer’s Debtor data is to manage the tracking of (a) messages and
invoices sent by the Customer by means of the Platform and (b) payments made by the Customer’s
Debtor.
18.4 As a data processor, Creopay agrees to comply with Data Protection Laws and to this end to fulfil
the resulting obligations. Creopay shall deploy the appropriate technical and organizational measures to
guarantee the security and integrity of the Customer’s Debtors data, for the event of any physical or technical incident. Creopay shall notify the Customer of any Customer’s Debtors data breach as soon
as possible, after it becomes aware of this.
19. Termination – Effect of termination
19.1 This Agreement will continue until terminated, having been the Creopay SaaS unused by the
Customer for a continuous period of twelve (12) Months, or otherwise until terminated as set out in
this Agreement.
19.2 Creopay may at any time, terminate this Agreement if:
(i) the Customer has breached any provision of this Agreement and/or has used the Creopay SaaS in a
way that is misleading or deceptive, otherwise in a manner which can or does bring Creopay into
disrepute or could damage Creopay’s reputation, as determined by Creopay at its sole discretion;
(ii) Creopay is required to do so by applicable laws and regulations;
(iii) Creopay is transitioning to no longer providing the Platform in the Country in which the Customer
has its registered office, having refunded of any amounts paid for Platform Credits not yet used.
19.3 Creopay reserves the right to discontinue the Customer’s access to the Platform at any time and
may suspend or deny, in its sole discretion, access to all or any portion of the Platform if the Customer
breaches any provision of this Agreement or of the agreement between Dealer and Customer or
applicable laws and regulations or if the Customer’s conduct damages Creopay’s name or reputation or
violates the rights of any third-parties.
19.4 Unless otherwise provided in this Agreement, in the event of any termination or expiration of this
Agreement, there shall be no right of refund to the Customer for Platform Credits paid and unused by
Customer.
19.5 All rights granted hereunder to the Customer will immediately cease, and the Customer will
immediately cease access to, and use of the Platform.
19.6 Creopay shall not retain any Customer Data after termination and may delete all such Customer
Data in its possession within [thirty (30)] Business Days after termination of this Agreement; it being
understood that, upon the Customer’s written request within [thirty (30)] Business Days after
termination of this Agreement, Creopay will send the Customer an hyperlink for downloading
Customer Data stored by Creopay.
19.7 Either Party may immediately terminate this Agreement, upon written notice to the other Party, if
the other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a
receiver is appointed with or without its consent, if the other Party assigns its property to its creditors
or performs any other act of bankruptcy or if it becomes insolvent and cannot pay its debts when they
are due.
19.8 Upon the termination of this Agreement, all of the legal rights, obligations and liabilities that the
Customer and Creopay have benefited from, been subject to (or which have accrued over time whilst
this Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected
by termination, and the provisions of this Section shall continue to apply to such rights, obligations and
liabilities indefinitely.
20. Helpdesk
20.1 Creopay shall make available to the Customer a helpdesk in accordance with the provisions of the
[Helpdesk Annex] attached herein.
20.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable,
receiving the support services; and the Customer must not use the helpdesk for any other purpose.
20.3 The support services shall be provided remotely, save to the extent that the Parties agree otherwise
in writing.
21. Beta Tester
21.1 Occasionally, Creopay may look for beta testers to help development of new features. These
features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each a
“Beta Product”). Beta Products may not be ready for prime time, so they are made available “as is”. 

Should the Customer encounter any faults with Beta Products any warranties or contractual
commitments made by Creopay do not apply.
22. Assignment
22.1 The Customer may not assign this Agreement (or otherwise transfer any of its rights or obligations
under this Agreement) without the prior, written consent of Creopay, it being understood that it may
transfer this Agreement:
(i) to any of its affiliates, or
(ii) in connection with a change of control resulting from a corporate transaction (whether by merger,
de-merger, consolidation or any other type of corporate reconstruction or restructuring, sale of all or
substantially all assets, or otherwise).
22.2 Any assignment or other transfer in violation of this Section will be null and void.
22.3 Creopay may assign this Agreement (or otherwise transfer any of its rights or obligations under
this Agreement), upon written notice to the Customer and without the Customer’s consent.
22.4 Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the
Parties hereto and their permitted successors and assigns.
23. Changes to terms and conditions
23.1 Creopay reserves the right to modify this Agreement at any time. The Customer will be informed
of such modifications, by any appropriate written mean, including e-mail, with a notification period of
at least [1 (one) Month], before such modifications will take effect. Once they have taken effect, the
new terms of this Agreement will apply to the use of the Platform. If the Customer does not accept
such modifications, it may terminate this Agreement, by any appropriate written mean, including e-mail,
in accordance with the terms of Section “Termination – Effect of termination”, being entitled to spend
its Platform Credits, at previous terms of this Agreement, within a period of [three (3) Months] from
the date of the new terms of this Agreement have taken effect. Failing the required termination
notification within the date of the new terms of this Agreement have taken effect, the Customer will be
deemed to have accepted the new terms of this Agreement.
24. Applicable law and jurisdiction

24.1 This Agreement is governed by and is to be constructed in accordance with the laws of the Grand-
Duchy of Luxembourg (i.e. applicable laws and regulations).

24.2 In the event of any dispute concerning, directly or indirectly, the validity, interpretation and/or
implementation of this Agreement, the Parties hereby agree that the Court of Luxembourg City will
have sole jurisdiction to judge the matter. Each Party hereby irrevocably submits to the jurisdiction of
the Court of Luxembourg City in any suits, actions or proceedings arising out of or relating to this
Agreement.
25. Miscellaneous provisions
25.1 In the event that this Agreement is translated into one or several languages, the language used for
interpretation purposes will only be the English language.
25.2 The rights and remedies of the Parties to this Agreement are cumulative and not alternative. No
waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an
authorized representative of the Party, so charged. Neither the failure nor any delay by any Party in
exercising any right, power, or privilege under this Agreement, will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power, or privilege, will preclude
any other or further exercise of such right, power, or privilege or the exercise of any other right, power,
or privilege (no waiver).
25.3 This Agreement (including all orders and any referenced and/or attached policies, documents and
Attachments) contains the entire understanding of the Parties with respect to the subject matter
hereof and supersedes all prior agreements and commitments with respect thereto (if any). There are no
other oral or written understandings, terms or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. In the event of a conflict between
the terms of an order and this Agreement, the terms of this Agreement shall govern (entire agreement).
25.4 If any provision of this Agreement is held invalid or unenforceable by Court of competent
jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally
permitted, such offending provision will be replaced with an enforceable provision that, as nearly as
possible, effects the Parties’ intent (severability).
25.5 The Customer grants Creopay the right to use the Customer’s name and logo, as client of Creopay,
for advertising, publicity and promotional purposes (client portfolio).
Luxembourg, 9 october 2020 Creopay Sàrl