Please note that the German version of this legal text is the legally authoritative version in the event of a dispute.

Master Payment Services Agreement

- hereinafter also referred to as the "Agreement" -

between

1. the registering entity
– hereinafter referred to as the "Seller" –

and

2. cflox GmbH

represented by its managing directors Christoph Kaup, Thomas Krings, Dr. Philipp Tillmanns, Gaußstraße 190c, 22763 Hamburg, Germany, HRB 127858Local Court (Amtsgericht) of Hamburg, – hereinafter referred to as "cflox" –

and

3. Kaufland Marketplace GmbH,

represented by its managing directors Dr. Gerald Schönbucher, Claudia Bolten and Sebastian Schork, Stiftsbergstraße 1, 74172 Stuttgart, Germany, HRB 774318 Local Court (Amtsgericht) of Stuttgart, – hereinafter referred to as “Kaufland Marketplace” or “the Marketplace” – the Seller, cflox and the Marketplace hereinafter referred to individually as the “Party” and collectively as the “Parties” –

0. PREAMBLE

Kaufland Marketplace GmbH operates a sales platform (hereinafter referred to as “kaufland.de”) at the www.kaufland.de domain, other top-level domains and in mobile applications (apps), through which it both sells goods to end customers and acts as an intermediary for purchase transactions by third-party providers.

This Agreement shall also apply to all other Kaufland Marketplace sales platforms. In this case, “kaufland.de” also includes these other sales platforms.

Thanks to a cooperation agreement with the Marketplace (“Cooperation Agreement”), cflox GmbH undertakes all payment services related to processing contracts concluded on the kaufland.de website for the buying and selling of products between end customers (as defined in Section 1 of this Agreement) and the Seller. To that end, cflox accepts payments on behalf of the Seller and pays out the funds from the sale of the products, less the agreed fees and charges, to the Seller. The services provided by cflox are therefore key to Kaufland Marketplace being able to fulfil its function as a sales platform, ensuring the smooth operation of the sales platform and making the kaufland.de sales platform, operated by the Kaufland Marketplace, attractive for both sellers and end customers thanks to its simple and uncomplicated handling. This Agreement is concluded in accordance with the provisions of the Cooperation Agreement between Kaufland Marketplace and cflox and guarantees, on the one hand, the functioning processing of payments for transactions concluded on kaufland.de. On the other hand, it serves to secure the agreements made between Kaufland Marketplace and the Seller regarding the payment concept and the payment conditions of the Marketplace.

cflox is authorised to provide certain payment services and is authorised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) as a payment institution within the meaning of section 1 (1) no. 5 of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz – “ZAG”). It is entered in the Register of Payment Institutions published on BaFin’s website under ID 156868.

Now, therefore, the Parties hereby agree as follows:

§ 1 Subject matter

1.1 The Seller, as a trader within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”), sells goods to end customers (“End Customers”) through Kaufland.de, and for this purpose enters into purchase agreements with End Customers (“Underlying Transaction”). The End Customer may settle the Seller’s claims for payment arising from the Underlying Transaction by using different payment methods. In addition, the Seller grants cflox the right to defer the respective purchase price receivables to the End Customer on behalf of the Seller and to take over these deferred claims directly. cflox is not obligated to provide the aforementioned payment methods or deferral.

1.2 cflox accepts End Customer payments in trust on behalf of the Seller, and forwards the funds, less the fees and charges agreed between the Seller and Kaufland Marketplace, to the Seller.

1.3 In addition to collecting funds from End Customers, the Seller also commissions cflox to refund payments received from End Customers in the event that the End Customer withdraws from the Underlying Transaction or other situations in which the End Customer has a legal right to a refund of the purchase price or asserts this claim (“Refund”).

1.4 The terms of payments to the Seller or the Refund to End Customers are set forth in Section 8 of this Agreement.

1.5 Kaufland Marketplace maintains virtual billing accounts for Sellers and End Customers, as well as for itself. The task of processing the payment data falls first and foremost to the Sellers. The Seller makes use of the support of the Marketplace to fulfil their tasks.

1.6 Within this context, the Marketplace receives payment data from the Sellers for the payment of the funds from the Underlying Transaction. This payment data includes: Amounts from the individual transactions of the Underlying Transaction and the recipient data such as seller IBAN, seller account number and bank details or other information required depending on the means of payment (“Payment File”). The Seller commissions the Marketplace to provide the Payment File to cflox.

1.7 In this context, the Parties clarify that the Marketplace’s activity in connection with the billing accounts takes place based solely on an agreement between the Seller and the Marketplace. As such, the Marketplace does not fulfil any of cflox’s obligations.

1.8 The Parties also agree that, within the scope of this Agreement, cflox is only obligated to pay the Seller once cflox has received the Payment File from the Marketplace. Only once said Payment File is received does a payment order from the Seller vis-à-vis cflox become effective, and cflox is obligated to pay the amounts in accordance with Section 8 of this Agreement.

§ 2 Safeguarding requirement

2.1 cflox shall meet the safeguarding requirements for (i) funds received on behalf of Sellers as payment service users and (ii) Refunds to End Customers by obtaining a bank guarantee within the meaning of section 17 (2) no. 2 ZAG or by escrow accounts within the meaning of section 17 (1) no. 1 ZAG. Upon request, cflox will inform the Seller and the Marketplace of the manner in which it fulfils the aforementioned safeguarding requirements.

2.2 In the case of a bank guarantee, this will be provided by Intesa Sanpaolo S.p.A., Frankfurt am Main branch. Claims on the guarantee are contingent upon cflox becoming insolvent. The maximum amount claimable on the guarantee by any individual Seller is limited to the funds allocated to the Seller in the accounts of cflox at the time of making the claim. The Seller’s notice to Intesa Sanpaolo S.p.A., Frankfurt am Main branch, demanding payment under the bank guarantee must be accompanied by copies of their fully or partially outstanding claims for repayment under the respective payment service framework agreement with cflox. For the purposes of identity verification, all claims under the bank guarantee must be forwarded to Intesa Sanpaolo S.p.A., Frankfurt am Main branch, through the Seller’s bank, which shall confirm that the Seller’s demand for payment has been validly signed by the Seller.

2.3 In the case of safeguarding through escrow accounts, cflox maintains a central open escrow collective account at a German credit institution where cflox accepts funds for settlement for Sellers until disbursement. cflox ensures that the incoming amounts can be allocated to the Sellers at any time. Upon request of the Seller, cflox will name the credit institution where the escrow account is held and provide proof that this credit institution belongs to an institution for the protection of investors’ claims and to what extent the amounts collected by cflox and held in the collective account are secured. Any costs for the use of the escrow account are borne by cflox. Interest granted by the bank for the escrow account is due to cflox. The Seller has no right to claim the interest earned by cflox. cflox is permitted to withdraw any interest and credit notes that have led to a cancellation of credit balances due to returns from the underlying transaction on which the credit note is based, as well as liabilities of the Seller from a foreign currency transaction (section 8.6) from the trust account and to offset them against the Seller's corresponding payment claims.

§ 3 Seller details/communication

3.1 The Seller shall verify their identity to cflox or a service provider commissioned by cflox for this purpose in accordance with the applicable provisions of the German Money Laundering Act (Geldwäschegesetz – GwG) and shall submit online all information necessary for registration on kaufland.de and send all required documents.

3.2 The Seller undertakes to keep all information and documents provided up to date, to submit any documents that subsequently become necessary of their own accord and to notify cflox without undue delay of any changes to the information provided/documents sent.

3.3 The Seller will notify cflox of a reference account to which payments are to be sent ("Reference Account"). The Seller will notify cflox of any change of Reference Account without undue delay, but at least 10 working days prior to the next payment.

§ 4 Settlement of payments/payment methods

cflox alone shall take receipt of payments intended for the Seller in a clearing account (or a subaccount of the clearing account) (the clearing account and the subaccounts are hereinafter referred to as the “Clearing Account”). The End Customer may choose between various payment methods on kaufland.de to pay for the Seller’s products. These payment options are provided either directly by cflox or by third-party providers.

§ 5 Acceptance of credit cards

Pursuant to the rules applicable to the settlement of credit card payments, cflox is required to notify the Seller and have the Seller agree to the following terms:

5.1 cflox has the right to decline the processing of End Customer credit card payments by certain Sellers. Reasons for this may include, in particular:

• an increased volume of anticipated chargebacks;
• a breach by the Seller of the rules of the credit card providers (the "Rules") or applicable law;
• insufficient liquidity on the part of the Seller.

5.2 The Seller specifically undertakes to comply with the Rules of all the credit card organisations which are relevant for the settlement of payments on kaufland.de. The rules of the credit card organisations are available on the Internet or from cflox by request.

5.3 The Seller acknowledges that the credit card providers are the sole and exclusive owners of credit card trademarks. The Seller also undertakes not to dispute ownership of these trademarks for any reason and acknowledges that the credit card providers may prohibit them from using the trademark at any time for any reason, with immediate effect and without prior notice.

5.4 The Seller acknowledges the right of the credit card providers to enforce all provisions of the Rules and to prohibit the Seller from engaging in any conduct deemed by the credit card provider to cause or give rise to the risk of damage to the credit card provider, including damage to reputation, or which could adversely affect the integrity of the payment system and/or the confidentiality of the credit card provider's information, as defined in the Rules.

5.5 The Seller undertakes to refrain from all acts that could prevent or be prejudicial to the exercise of this right by credit card providers.

5.6 The Seller may not require a cardholder to waive their right to avoid a transaction.

5.7 cflox may conduct regular or ad hoc audits of the systems and business premises of Sellers.

§ 6 Assignment of receivables

6.1 The Seller undertakes to assign to cflox on a continuous basis all receivables arising from the sale of products which End Customers pay for using a payment method as offered. The Seller hereby consents to the assignment of such receivables to cflox.

(a) The offer of assignment is made by sending all of the essential details of the receivable to cflox. This usually happens automatically upon completion of the End Customer's order.

(b) cflox hereby accepts the offer to assign the receivables. The foregoing does not apply to offers to assign receivables that are subject to a prohibition on assignment or which conflict with a reservation of title subject to assignment of the right to collect payment (verlängerter Eigentumsvorbehalt) or a blanket assignment. In accordance with section 151 sentence 1 BGB, the Seller dispenses with notice of acceptance.

6.2 The Seller is required to send the goods as soon as possible after the order and within the time frame communicated to the End Customer at the time of the order. Unless otherwise agreed, the Seller may not offer to deliver to someone other than the End Customer or to a delivery address that does not match the End Customer’s billing address when using the above payment methods.

6.3 The Seller undertakes in relation to all assigned receivables to notify cflox of any circumstances that prevent assignment of the receivable. Such circumstances particularly include a prohibition on the assignment or a conflict with a reservation of title subject to assignment of the right to collect payment or a blanket assignment.

6.4 The Seller guarantees cflox that (i) they have become the owner of the receivables generated through the use of the respective payment method (as described in the details provided); (ii) they are the holder of all associated rights; (iii) the receivable is unencumbered by third-party rights; (iv) the receivable is not subject to any legal barriers or defences (Einreden und Einwendungen); and (v) the receivable is not subject to any prohibition on assignment. Examples of legal barriers and defences include, but are not limited to, lack of maturity, offsetting, rescission, reduction, withdrawal and the assertion of claims for damages and subsequent performance. If the End Customer invokes legal barriers or defences to justify a refusal to make payment, cflox may rescind from the agreement to assign the receivable and demand repayment of the purchase price from the Seller. In addition, the Seller guarantees that the legal validity of the receivable will not be changed retrospectively. The Seller does not provide any further guarantees. In particular, the Seller shall not be liable to cflox if the End Customer becomes insolvent.

6.5 cflox therefore bears the risk of non-payment by the End Customer vis-à-vis the Seller with respect to the receivables arising from the Underlying Transactions, which the Seller has transferred to cflox due to the non-payment of the End Customer.

6.6 Upon acquisition of the receivable, cflox is obligated to pay an amount equivalent to the purchase price for the assigned receivables. Without undue delay after assignment of the receivable, cflox will credit a corresponding amount to the Seller in an internal billing account. Payments to the Seller shall be made in accordance with the further terms of this Agreement.

§ 7 Account management/account access

7.1 cflox shall not maintain a current account for the Seller in connection with this Agreement, nor a payment account in accordance with section 1 (17) ZAG.

7.2 cflox will take receipt of incoming payments intended for the Seller on trust and post them to the Clearing Account. An internal billing account will also be set up for the Seller.

7.3 The Seller may demand the transfer of funds only up to the amount of their available credit in the Clearing Account and in such an amount that this credit is not offset by legal claims for repayment or chargeback of the purchase price asserted by End Customers and/or amounts withheld or offset in accordance with Section 8.4 of this Agreement (“Available Balance”). The Seller may view their available credit as well as the Available Balance at any time via the systems provided by cflox. If an amount in excess of the Available Balance and/or the available credit has been paid out, the Seller must repay the excess amount without undue delay into cflox’s Clearing Account.

§ 8 Payment of account credit balance and refunds

8.1 cflox is obligated to the seller to pay out the amounts received on behalf of the seller in the currency in which they were received, after receipt of payment in the clearing account and less all agreed fees, charges, and expenses, at the agreed payout time (the “payout claim”). . This shall not apply to the extent that cflox is entitled to withhold amounts from the seller. In accordance with Section 1.8 of this Agreement, the Parties clarify that cflox's obligation to pay out the amounts received on behalf of the seller shall only arise once cflox has received the payment file from the Marketplace.

8.2 cflox calculates the respective credit balances of Sellers on a daily basis. However, in particular due to the right of consumers to rescind distance contracts as well as different delivery periods, the funds received in the Clearing Account set up for Sellers for this purpose will not become available for payout to the respective Sellers until at least 14 (fourteen) but no more than forty-two (42) days have elapsed since the purchase agreement was entered into. Reference is made to the right of lien in accordance with Section 13 of this Agreement.

8.3 A value date for payments to the Seller is set in accordance with section 675t (1) BGB after receipt of the respective amount in the Clearing Account. The Seller may apply for payout through the system provided by cflox. Payouts are generally possible on two dates per month depending on the Seller’s preference (subject to the periods set forth in Section 8.2). They are displayed in the system. The Seller also has the option of applying for the payment of due and released funds at other times. However, a payout can only ever be made on banking days.

8.4 cflox may refuse to disburse the following amounts to the Seller from the amounts received on behalf of the Seller in the Clearing Account, but rather to retain and directly deduct:

(a) the commission agreed between the Marketplace and the Seller; and

(b) other fees and claims on the part of the Marketplace against the Seller (including refunds);

(c) further fees and claims of third parties in connection with the use of further services which the Seller has made use of on the Marketplace (irrespective of Clause 8.4 (a) and (b)), and

(d) any due and irrefutable claims on the part of cflox against the Seller.

8.5 cflox will arrange for credit balances to be paid to the Seller's Reference Account.

8.6 If the Seller requests a payout of funds in a currency other than the currency in which the funds were received by the Seller (“foreign currency”), the payout requires conversion into that foreign currency (“foreign currency transaction”). Payments in foreign currency are settled at the cflox payout rate. This is calculated based on the requested withdrawal amount in the currency received. The resulting conversion amount is paid into the Seller’s reference account. The cflox payout rate consists of the following two components:

(1) the relevant spot price and
(2) a premium on the spot price.

The basis for the conversion is the spot price published by Deutsche Bank AG, Frankfurt am Main, Germany (“DB”) on the website https://www.db-markets.com/spot (“DB Markets”) for the respective currency pair. Changes to these exchange rates take effect immediately and without prior notice to the Seller. The conversion is carried out at the time of the currency exchange on the settlement date. The settlement date is the bank working day following the day on which the Seller requests the payout. A bank working day is a work day from Monday to Friday on which DB processes payments. If the spot price for converting the relevant currency pair is not published directly on DB Markets, the conversion is carried out using the spot prices published on DB Markets, with the euro as the reference currency (e.g. CZK/PLN = CZK/EUR × EUR/PLN).

The premium on the relevant spot price is 150 basis points (bps), or 1.5%, for each currency pair.

When requesting a payout, the Seller will be shown an estimated cflox payout rate. For clarification, please note that the estimated cflox payout rate may differ from the actual cflox payout rate due to market conditions beyond our control. The spot price applied by DB on the settlement date is decisive for determining the cflox payout rate. The Seller will be informed of the actual cflox payout rate applied in the payment reference. cflox reserves the right not to accept or process a customer’s request for a payout in a foreign currency. There is no entitlement to payment in foreign currency. However, the entitlement to payment under section 8.1 remains in force.

8.7 Unless otherwise agreed, the Seller also authorises cflox until further notice to direct debit its Reference Account for the amounts payable by the Seller if it is not possible to deduct them directly from the Seller's available credit balance with cflox.

8.8 The Seller will be notified of any unusual transactions, such as the levy of cancellation fees, and shall in any case ensure that the account has sufficient funds. A valid direct debit authorisation is a prerequisite for this Agreement and is required for billing purposes.

8.9 The refund to which an End Customer is entitled will be credited to their Virtual Account with cflox and released for payment. This transaction is mirrored by a deduction of the refund amount from the Seller's Virtual Account. The refund to the End Customer is made on behalf of the Seller.

§ 9 Seller's obligations/disclosure of information to the Marketplace

9.1 The Seller undertakes to cflox to comply with all statutory requirements applicable to them and the goods and services they provide. In particular, they must ensure that:

(a) their goods and services are provided in a lawful manner pursuant to the applicable law in each case; and

(b) the statutory requirements applicable to the sale of the Seller's goods and services (e.g., requirements applicable to distance contracts, requirements arising from online transactions, e-commerce requirements) are complied with; and

(c) the disclosure and notification obligations under the law applicable to the Seller are complied with; and

(d) the data protection requirements applicable under the respective applicable law, in particular under Regulation (EU) 2016/679 (General Data Protection Regulation – “GDPR”), are complied with.

9.2 The Seller may only engage third parties to perform the obligations incumbent upon them under this Agreement if they obtain prior written consent. Such consent is hereby granted in relation to the engagement of the Marketplace.

§ 10 Sharing of information with the Marketplace

The Seller agrees that cflox may disclose to the Marketplace all information that it receives about the Seller and their transfers in connection with this Agreement and in the process of registering and administering the Seller's account. To this extent the Seller releases cflox from its data secrecy obligation.

§ 11 Data protection

11.1 The Parties agree and recognise that cflox processes all personal data in connection with the performance of this Agreement, in particular the Seller’s personal data, as an independent and separate controller within the meaning of Art. 4 No. 7 GDPR, in particular in relation to the Seller and the Marketplace. The Seller’s personal data within the above meaning includes personal data of (i) the Seller themselves, if they are a natural person, (ii) the Seller’s beneficial owners and (iii) other natural persons acting on behalf of the Seller, including legal representatives and employees of the Seller.

11.2 cflox’s data protection information for sellers as attached to this Agreement as Annex 1, describe how cflox process the Seller’s personal data in connection with the performance of this Agreement. The Seller undertakes to make the data protection information for Sellers available to the natural persons on the Seller’s side whose personal data is transmitted to cflox within the scope of this Agreement. This includes in particular personal data of beneficial owners and legal representatives of the Seller as well as other natural persons whose data is provided to cflox within the context of the transmission of information and documents in accordance with the applicable provisions of the German Money Laundering Act within the scope of Section 3 of this Agreement.

11.3 Insofar as the Seller transmits personal data to the Marketplace or cflox within the context of the performance of this Agreement, the Seller shall ensure that the collection, transmission and other processing of this personal data is carried out in accordance with the data protection requirements applicable to the Seller, in particular the GDPR.

11.4 The Seller undertakes to provide cflox with appropriate support in responding to (i) requests from data subjects, including End Customers, regarding the processing of their personal data by cflox, in particular to assert data subject rights in accordance with the GDPR, and (ii) requests from supervisory authorities regarding the processing of personal data by cflox in accordance with legal requirements.

§ 12 Complaints

12.1 In the event of complaints, the Seller may contact cflox’s customer service at the following e-mail address and/or the following telephone number:

E-mail: [email protected]

Phone: +49 221 / 56 79 72 03 (Hotline Mon-Fri)

cflox must respond to complaints within a reasonable time.

12.2 Complaints by the Seller relating directly to the settlement of payments and the provision of a payment service will be responded to within no more than 15 workings days following receipt of the complaint. In the exceptional case that cflox is unable to respond within 15 working days for reasons beyond its control, the Seller will receive a provisional reply stating the reasons for the delay and the latest date by which a response to the complaint can be expected. Under no circumstances will it take more than 35 working days from when the complaint was received for a final response to the complaint to be sent.

12.3 Complaints will be responded to either by letter or in electronic form or on another type of durable medium.

12.4 Instead of, or in addition to, making a complaint in relation to the settlement of payments and the provision of a payment service, the Seller may also refer the matter to the Conciliation Office (Schlichtungsstelle) of the German Bundesbank (www.bundesbank.de). Further information about the office responsible for alternative dispute resolution and the prerequisites for invoking this body is available here:

https://www.bundesbank.de/de/service/schlichtungsstelle/-/schlichtungsverfahren-613580 (German language version)

§ 13 Security/lien

In order to secure all of cflox’s existing, future and contingent claims against the Seller under this Agreement, the Seller shall grant cflox a lien (Pfandrecht) over all claims accruing to the Seller now or in the future under this Agreement (particularly claims for the payment of the Seller’s credit balance). cflox accepts the grant of lien. cflox will release the lien by paying the Seller the credit balance attributable to the Seller in the Clearing Account in accordance with Section 8 of this Agreement.

§ 14 Fees

The remuneration for the payment services of cflox under this Agreement shall be paid by Kaufland Marketplace in accordance with the terms and conditions agreed in the Cooperation Agreement, since the payment services are, from the Seller's point of view, a component of the service package of the use of the marketplace from an economic point of view and the Seller pays a uniform remuneration for them within the scope of the service relationship with Kaufland Marketplace.

§ 15 Liability

15.1 The Seller is precluded from claiming damages against cflox and the Marketplace. Exempted herefrom are claims for damages brought by the Seller on account of loss of life, bodily injury or injury to health, the breach of material contractual obligations and liability for other loss or damage caused by a wilful or grossly negligent breach of duty by cflox or the Marketplace, their legal representatives or vicarious agents. Material contractual obligations are obligations that must be satisfied in order to achieve the objectives of the Agreement and on the performance of which the counterparty may reasonably expect to rely.

15.2 In the event that it negligently breaches a material contractual obligation, cflox’s liability shall be limited to reasonably foreseeable loss or damage (limited to one time the average credit balance paid in the three months prior to the emergence of the claim) due to ordinary negligence, unless the Seller is claiming damages for loss of life, bodily injury or injury to health.

15.3 Claims for damages against cflox and the Marketplace expire twelve months after they arise, unless they are based on unauthorised or intentional conduct. In these cases, the limitations period is governed by the statutory time limits. Claims and objections of the Seller against cflox due to payments not executed or incorrectly executed or due to unauthorised payments are excluded if the Seller has not informed cflox about the unauthorised or incorrectly executed payment at the latest twelve months after the day of debiting.

15.4 The above limitations or exclusions of liability apply accordingly to the personal liability of the governing bodies, employees and agents of cflox and the Marketplace.

§ 16 Indemnification of cflox due to infringements of rights as well as the Seller’s duty to cooperate

16.1 The Seller shall indemnify cflox upon first request against all claims and charges asserted by third parties – for whatever legal reason – against cflox due to the infringement of its rights or due to legal violations (e.g. against rules and regulations of credit card organisations, payment method providers). In this regard, the Seller agrees to bear the necessary costs incurred for all necessary measures this requires, including the necessary costs incurred for cflox’s resulting legal defence. This does not apply if the Seller is not responsible for such infringement of rights. The above obligation shall also apply to the benefit of the executive bodies and employees of cflox.

16.2 Furthermore, in the event of inquiries or disputes of cflox with third parties in connection with acts or omissions of the Seller, the Seller shall be obligated to provide cflox upon request with all information relating to the inquiry or dispute.

§ 17 Term/Suspension of services/Rights of termination

17.1 cflox shall notify the Seller of the commencement and term of the Agreement. This shall be the case if:

17.1.1 cflox successfully verifies the Seller’s identity in accordance with anti-money laundering laws (no payments may be transferred via kaufland.de in connection with the sale of goods prior to this time);

17.1.2 the Seller has authorised cflox to direct debit from their reference account; and

17.1.3 the Seller registration process is complete.

17.2 The Agreement runs for an indefinite term and may be terminated by either Party with effect as of the end of any calendar month subject to four weeks’ notice.

17.3 cflox may suspend the provision of its services to the Seller if:

(a) the Seller breaches their obligations under this Agreement to a more than insignificant extent; or

(b) the continued performance of this Agreement is objected to by a competent authority (e.g., BaFin, the Bundesbank), or such an authority bans at least one of the Parties from continuing to perform this Agreement. cflox must notify the Seller without undue delay in the event that services are suspended.

17.4 If the service agreement entered into between the Seller and the Marketplace is terminated, regardless of the reason for termination, either Party may also terminate this Agreement without observing a notice period with effect from the date of termination of the service agreement. Section 675h BGB shall not apply in this situation.

17.5 The right of the Parties to terminate the Agreement without notice for good cause remains unaffected. cflox shall be deemed to have good cause to terminate this Agreement without notice if, in particular:

(a) an application has been made to commence insolvency proceedings in respect of the Seller’s assets; or

(b) insolvency proceedings have been commenced in respect of the Seller’s assets; or

(c) the commencement of such proceedings has been dismissed for lack of assets; or

(d) a legitimate suspension of cflox’s services in accordance with Section 17.3 continues for more than 14 days; or

(e) the direct debit authority referred to in Section 8.6 is revoked; or

(f) the Seller breaches material contractual obligations, or

(g) the Seller is based in or relocates to a country that a) has been classified by the Financial Action Task Force (FATF), the European Commission or BaFin as a high-risk country in relation to money laundering and terrorist financing, b) is considered a tax haven within the meaning of the Tax Haven Defence Regulation (StAbwV) or is on the EU list of non-cooperative countries and territories for tax purposes of the Council of the European Union or c) is not eligible for registration of a seller account on the marketplace; a corresponding list of unsupported countries can be viewed in the seller account on the marketplace. In such a case, it is unreasonable for cflox to continue providing services to the Seller due to the increased legal and regulatory risks and the obligations arising from compliance requirements (including those relating to a trust account maintained for the collection of Seller funds).

17.6 Valid notice of termination must be executed in writing. An e-mail is sufficient to satisfy the written form requirement. The e-mail address provided may also be used by the Parties for other communication in connection with this Agreement.

(a) E-mails to cflox are to be directed to the following e-mail address: [email protected].

(b) The Seller will provide cflox with a contact e-mail address prior to the commencement of the Agreement.

(c) E-mails to the Marketplace are to be directed to the following e-mail address: [email protected].

17.7 Neither termination nor suspension of this Agreement shall affect the liability of the Parties to this Agreement for existing claims.

17.8 Underlying Transactions already concluded by the termination date of this Agreement must still be fully performed and settled (including processing of complaints). The provisions of this Agreement continue to be valid for such Underlying Transactions until final settlement.

§ 18 Final provisions

18.1 The Seller may not assign or transfer any rights or obligations under this Agreement without cflox’s prior written consent.

18.2 Generally speaking, amendments to this Agreement will only be offered to the Seller in electronic form and no later than four weeks prior to the date proposed for their entry into effect. The Seller can either agree to or reject the amendments before the proposed time at which they come into effect. This also applies accordingly to the Marketplace. The Seller’s consent shall be deemed granted if they do not reject the amendments at least ten working days prior to the date proposed for their entry into force. cflox will specifically draw the Seller’s attention to the effect of such consent in a notification. This applies accordingly to consent with regard to the Marketplace. In the event of rejection, the contracting Parties shall attempt to find a mutually agreeable solution within two weeks of rejection by the Seller. In the event that no amicable solution is found, both contracting Parties shall have an extraordinary right of termination.

18.3 If any of the provisions contained in this Agreement are or become invalid or unenforceable, this shall not affect the validity of the other terms. This applies accordingly in the event that terms have been omitted. Instead of the invalid or unenforceable provision, or to rectify an omission, an appropriate term shall be deemed agreed that most closely reflects what the Parties would have intended based on the purpose of the Agreement had they considered the issue at the time of entering into the Agreement.

18.4 This Agreement represents the whole agreement between the Parties. No oral ancillary agreements exist. Any amendment of this Agreement must be executed in writing. The Parties agree that communication between Parties may occur electronically (in particular in the form of e-mails).

18.5 German law applies. The place of performance and place of jurisdiction is the registered office of cflox.

Annex 1 – Data Protection Notice for Sellers

cflox GmbH (hereinafter “cflox” or “we”) takes the protection of personal data very seriously and processes it in accordance with the applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

This Data Protection Notice for Sellers (“Data Protection Notice”) applies to the processing of personal data in connection with the Seller’s application to conclude the Payment Services Framework Agreement between cflox, the Seller and the Marketplace (“Agreement”) as well as the establishment and performance of the Agreement. The Data Protection Notice is aimed at (i) the Seller, if they are a natural person, (ii) the Seller’s beneficial owners and (iii) other natural persons acting on behalf of the Seller, including legal representatives and employees of the Seller (“you”).

In the following, we explain which personal data we collect about you, how we process it and what rights you have with regard to the processing of your data. The sole purpose of this Data Protection Notice is to fulfil our information obligations pursuant to Art. 13 and 14 GDPR. This Data Protection Notice is therefore not part of the Agreement and, as such, does not create any contractual obligations for cflox.

1. Who is responsible for processing my data? How do I contact the responsible party?

Responsible party: cflox GmbH, Gaußstraße 190c, 22765 Hamburg, Germany, Phone: +49 40 22 86 97 85; E-mail: [email protected]

Data protection officer: DDSK GmbH, Annalena Arndt, Dr.-Klein-Straße 29, 88069 Tettnang, Germany; Phone: +49 7542 949 21 06; E-mail: [email protected]

When contacting the data protection officer, please state the company to which your enquiry relates. Please refrain from including sensitive information, such as a copy of your ID, with your enquiry.

2. Which kind of personal data is processed? From which sources is the data taken?

1.4 Master and contact data

Within the scope of the initiation and performance of the Agreement, we collect your master and contact data, in particular:

• First and last name,
• Address,
• Phone number,
• E-mail address.

Generally, we collect this data directly from you or receive it from employees of your company.

2.4 Identification data

We collect certain identification data about you to the extent necessary to comply with money laundering regulations under the German Money Laundering Act (GwG). This includes, in particular:

• Place of birth,
• Date of birth,
• Nationality,
• Residential or postal address,
• Copies of ID and other legitimation documents,
• If applicable, information on the nature and scope of your business interest,
• Audio and/or video recordings.

Generally, we collect this data directly from you or receive it from employees of your company.

3.4 Information on the credit rating

We may request and collect scoring and probability values from credit agencies regarding the creditworthiness of the Seller. This will comprise personal data relating to you if you as a natural person become our contractual partner as a Seller (e.g. retail salesperson). If, on the other hand, the Seller is a legal entity (e.g. GmbH, AG), we only receive company-related information within the context of our creditworthiness enquiries. No personal data relating to you personally will be collected.

4.4 Billing data

Within the scope of the Marketplace’s management of the Seller’s billing accounts, we receive payment data from the Marketplace in order to pay out the funds from the Underlying Transaction to the Seller (“Payment Files”). The Payment Files include:

• Amounts from the individual transactions of the Underlying Transaction
• Recipient data such as Seller IBAN, Seller account number, bank details and other information required depending on the means of payment

This will comprise personal data relating to you if you as a natural person become our contractual partner as a Seller (e.g. retail salesperson). If, on the other hand, the Seller is a legal entity (e.g. GmbH, AG), the Payment File will only include company-related information. No personal data relating to you personally will be collected.

5.4 Agreement and communication data

When performing the Agreement and the related communication with you, we will collect, in particular:

• Agreement data (e.g. contract number, contract content, contract term),
• Communication data (e.g. content of e-mails, phone calls, letters).

Generally, we collect this data directly from you or receive it from employees of your company.

3. Am I obligated to provide my personal data?

You are neither legally nor contractually obligated to provide us with the personal data listed above in point 2 of this Annex. However, without this data we cannot conclude the Agreement and/or perform it properly.

4. For what purposes and on what legal basis is my personal data processed?

6.4 Establishment, performance and fulfilment of the Agreement

We process your data to establish, perform and fulfil the Agreement, in particular to provide the services owed by us under the Agreement, to invoice the services provided by us and to communicate with you in connection with the Agreement. If you, as a natural person, are the Seller (e.g. sole salesperson), we base the processing of your data for the aforementioned purposes on the necessity for the fulfilment of the Agreement and for the performance of pre-contractual measures, insofar as these are carried out at your request (Art. 6 para. 1, sentence 1, lit. b) GDPR). If the Seller is a legal entity, we rely on the necessity of processing your data to safeguard our legitimate interests in the proper establishment and performance of the Agreement (Art. 6 para. 1, sentence 1, lit. f) GDPR).

7.4 Credit check

We process your data, in particular the information we receive about you from the above-mentioned credit agencies (see point 2.3 in this Annex) to assess and check your creditworthiness and solvency. In doing so, we rely on the necessity of processing to safeguard our legitimate interests in being able to better assess and reduce financial risks, in particular defaults on payments (Art. 6 para. 1, sentence 1, lit. f) GDPR).

8.4 Money laundering and other legal requirements

We process your data, in particular the identification data referred to above in point 2.2 of this Annex, for the purposes of identifying you and, where applicable, determining the beneficial owner(s) of the Seller. In this respect, we rely on the necessity of the processing to ensure and document compliance with our legal obligations to verify the identity of our contractual partners and their beneficial owners in accordance with sections 10 et seq. GwG (Art. 6 para. 1, sentence 1, lit. c) GDPR).

We also process your data to ensure and document compliance with other legal obligations, in particular retention obligations under commercial and tax law in accordance with section 257 of the German Commercial Code (HGB) and section 146 of the German Fiscal Code (AO). We base the processing on the necessity to fulfil our legal obligations or on our legitimate interest in the fulfilment of these obligations (Art. 6 para. 1, sentence 1, lit. c) and lit. f) GDPR).

Furthermore, we may process your data insofar as this is necessary to protect our legitimate interests in the assertion, exercise and defence of legal claims (Art. 6 para. 1, sentence 1, lit. f) GDPR).

9.4 Fraud prevention, systems security and product improvement

We process your data in order to

• create analyses for needs-based offers to improve our services;
• detect, track and prevent fraudulent behaviour;
• protect our IT infrastructure and recognise, track and prevent cyber-attacks.

We base this processing on our legitimate interests as well as the legitimate interests of our customers and contractual partners in continuously improving our offers and services, preventing and detecting fraudulent activities and ensuring the security of our services and IT infrastructure (Art. 6 para. 1, sentence 1, lit. f) GDPR).

5. Who will my personal data be shared with?

We will only pass on your data to other organisations if this is necessary to achieve the processing purposes listed above in point 4 of this Annex. In particular, we pass on your data to the following recipients in accordance with this provision:

• Marketplace (as defined in the Agreement)
• Bank of the Seller
• Credit card organisations (e.g. VISA, MasterCard) and payment providers
• Group companies (affiliated companies in the cflox group of companies)
• Credit agencies
• Authorities (in particular investigating authorities) in the event of justified requests for information

In addition, we may pass on your data to service providers who act on our behalf and in accordance with our instructions (Processors). These Processors support us in the provision and operation of our company IT, among other things.

6. Will my personal data be processed outside the EU and the EEA?

Some of the recipients of your personal data listed above in point 5 of this Annex may be located in countries outside the European Union (EU) or the European Economic Area (EEA), i.e. third countries. Should cflox transfer your personal data to recipients in third countries which do not guarantee a level of data protection deemed adequate by the European Commission in an adequacy decision pursuant to Art. 45 GDPR, cflox has taken appropriate protective measures to ensure that your data is always adequately protected in accordance with any imminent risks. This is done in particular by agreeing to the standard contractual clauses approved by the EU Commission (pursuant to Art. 46 para. 2 lit. c) GDPR) and, where necessary, by implementing supplementary measures such as additional technical, organisational and contractual protective measures. If appropriate protective measures cannot be concluded due to special conditions, a transfer to third countries without an adequacy decision will only take place on the basis of a legal exception within the meaning of Art. 49 GDPR. You can obtain a copy of the measures we have taken and further information on the recipients and third countries on request using the contact details provided in point 1 of this Annex.

7. How long will my personal data be stored?

Your data will only be stored for as long as is necessary to fulfil the purposes listed in point 4 of this Annex. As a rule, your data will be stored for the duration of the Agreement and for a period of up to 10 years following its termination in compliance with retention obligations under commercial and tax law. Your data will be deleted thereafter, unless deletion conflicts with statutory retention obligations in individual cases or longer storage is necessary in a specific case so as to fulfil other legal obligations or protect the legitimate interests of cflox (assertion, exercise or defence of legal claims).

8. Do any automated decision-making processes take place? How is my personal data protected?

No decision-making takes place based solely on automated processing. We take technical and organisational measures pursuant with the requirements outlined in Art. 32 GDPR to protect your personal data.

9. What rights do I have in relation to the processing of my personal data and how can I exercise them?

In accordance with statutory provisions, you have the right vis-à-vis cflox as the controller responsible for the processing of your personal data to

• request information about the processed personal data as well as a copy of this data (right to information);
• request the rectification of inaccurate data and, taking into account the purposes of the processing, the completion of incomplete data (right to rectification);
• request the erasure of your data where there are legitimate grounds (right to erasure; “right to be forgotten”); demand the restriction of the processing of your data, provided that the legal requirements are met (right to restriction of processing);
• if the legal requirements are met, receive the data provided by you in a structured, commonly used and machine-readable format and to transmit this data to another controller or, if technically feasible, to have it transmitted by cflox (right to data portability).

You also have the right to object to the processing of your data for reasons arising from your particular situation in accordance with the statutory provisions (right to object). If personal data is processed for the purpose of direct marketing, you have the right to object to this processing at any time without the need for special reasons.

To exercise your rights, please use the contact details listed in point 1 of this Annex. In addition, without prejudice to any other legal remedies, you have the right to lodge a complaint with a supervisory authority at any time. This can be exercised, for example, with the supervisory authority responsible for cflox: Der Hamburgische Beauftragte für Datenschutz und Informationsfreiheit, Ludwig-Erhard-Str. 22, 20459 Hamburg, Germany.