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 e-commerce GmbH,

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

0. PREAMBLE

Kaufland e-commerce GmbH (hereinafter referred to as the "Marketplace") operates a sales platform on the website www.kaufland.de (hereinafter referred to as "kaufland.de") through which it sells products to end customers directly and, additionally, facilitates purchase transactions by third-party sellers.

This Agreement also applies as relevant to sales platforms in the future, e.g. the websites www.kaufland.sk and www.kaufland.cz. The use of “kaufland.de”, in this case, also includes all further sales platforms, such as www.kaufland.cz.

Pursuant to a cooperation agreement with the Marketplace (Cooperation Agreement), cflox provides payment services for the purpose of settling contracts for the purchase and sale of products between end customers (as defined in § 1 of this Agreement) and the Seller, which are entered into on the website kaufland.de. cflox accepts payments on behalf of the Seller and pays the Seller the proceeds from the sale of their products, less agreed fees and charges.

Thus, the services provided by cflox represent an essential prerequisite for Kaufland e-commerce to fulfill its function as a sales platform, for the smooth operation of the sales platform to be ensured and for the sales platform kaufland.de, operated by Kaufland e-commerce, to be attractive to both Sellers and End Customers due to its simple and straightforward handling. This agreement is concluded in accordance with the provisions of the cooperation agreement between Kaufland e-commerce and cflox and ensures, on the one hand, a functioning processing of payments for transactions concluded on kaufland.de. On the other hand, it serves to secure the agreements made between Kaufland e-commerce 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 with ID number 148789.

Now, therefore, the Parties hereby agree as follows:

§ 1 Subject matter

As an "entrepreneur" (Unternehmer) (section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB)), the Seller sells goods to end customers ("End Customers") through Kaufland.de, and for this purpose enters into purchase agreements with End Customers (the "Underlying Transaction"). The End Customer may settle the Seller's claims for payment arising from the Underlying Transaction by availing itself of different payment methods (PayPal, credit card, payment through Sofortüberweisung, payment in advance, retail finance, payment on Klarna invoice, payment by Klarna direct debit or payment by Klarna installments). 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.

cflox accepts End Customer payments on trust on behalf of the Seller and Kaufland e-commerce, and forwards the funds to the Seller less the agreed fees and charges.

In addition to collecting funds from End Customers, the Seller also instructs cflox to refund payments received from End Customers in the event that the End Customer withdraws from the Underlying Transaction within the statutory cooling-off period or in other situations in which the End Customer has a legal right to a refund of the purchase price ("Refund") or chargebacks and asserts this claim.

The terms of payments to the Seller and Refunds to End Customers are set forth in § 7 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 or by an escrow account within the meaning of section 13 (1) no. 2 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 Services 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. cflox is entitled to withdraw credit from the escrow account, which results in a cancellation of credit balances due to returns of the purchases of goods on which the credits are based.

§ 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. The payment methods include payment in advance, PayPal, credit card, payment through Sofortüberweisung, retail finance (in partnership with Consors Finanz) as well as payment on invoice, payment per direct debit or payment in installments (in partnership with Klarna AB (publ) ("Klarna").

§ 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 execution 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 receivable 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, when using the above payment methods, 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.

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 warrants to cflox that (i) they have become the owner of the receivables generated through the use of the above 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 defenses (Einreden und Einwendungen); and (v) the receivable is not subject to any prohibition on assignment. Examples of legal barriers and defenses include, without limitation, set-off, avoidance of the underlying transaction, reduction of the contract price, rescission and claims for damages and repair or replacement. If the End Customer invokes legal barriers or defenses 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 warrants that the legal validity of the receivable will not be changed retrospectively. The Seller does not provide any further warranties. 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 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 balance in the Clearing Account. The Seller may view their credit balance at any time via the systems provided by cflox. If an amount in excess of the available credit balance 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 After payment is received in the Clearing Account, cflox must disburse the amounts received on behalf of the Seller on the agreed payment date, less all agreed fees and expenses ("Payment Claim"). The foregoing does not apply to the extent that cflox has a right to withhold funds from the Seller.

8.2 cflox calculates the respective credit balances of Sellers on a daily basis. However, particularly due to the right of consumers to rescind distance contracts, the funds received in the Clearing Account set up for Sellers for this purpose will not become available for payment 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 lien pursuant to section 12.

8.3 The Seller may apply for payment through the system provided by cflox. Payments can generally be made on two dates in the month depending on the Seller's preference (subject to the periods set forth in § 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, payment 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 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.

8.7 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.

8.8 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 under the applicable law 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 Complaints

In the event of complaints, the Seller may contact cflox's Customer Service at the following e-mail address and/or on the following telephone number:

E-mail: seller@kaufland-online.de

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

cflox must respond to complaints within a reasonable time.

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.

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

The Seller may also refer the matter to the Conciliation Office (Schlichtungsstelle) of the German Bundesbank (www.bundesbank.de) instead of or in addition to making a complaint in relation to the settlement of payments and the provision of a payment service. 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

§ 12 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 to the Seller the credit balance attributable to the Seller in the Clearing Account in accordance with § 8.

§ 13 Fees

The remuneration for the payment services of cflox under this Agreement shall be paid by Kaufland e-commerce 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 e-commerce.

§ 14 Liability

14.1 The Seller is precluded from claiming damages against cflox. Excepted herefrom are damages claims 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 willful or grossly negligent breach of duty by the partner bank, its legal representatives or vicarious agents. Material contractual obligations are obligations that must be satisfied in order to achieve the objectives of the contract and on the performance of which the counterparty may reasonably expect to rely.

14.2 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.

14.3 Damages claims against cflox become time-barred twelve months after they arise, unless they are based on tortious 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 12 months after the day of debiting.

14.4 The above limitations or exclusions of liability apply mutatis mutandis to any personal liability of the governing bodies, employees and agents of cflox.

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

15.1 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 shall bear the necessary costs of all measures required as a result thereof, including the necessary costs of a legal defence of cflox caused thereby. This shall not apply if the Seller is not responsible for the infringement. The above obligation shall also apply to the benefit of the executive bodies and employees of cflox.

15.2 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.

§ 16 Term/suspension of services/rights of termination

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

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

16.1.2 the Seller has authorised cflox to direct debit from their Reference Account; and

16.1.3 the Seller registration process is complete.

16.2 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. cflox shall have the right to terminate the Agreement subject to this notice period if required to do so under the law on prudential supervision.

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

(a) the Seller breaches their obligations under this Agreement to a not immaterial 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.

16.4 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.

16.5 The right of both Parties to terminate the Agreement without notice for good cause shall remain 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 § 13.3 continues for more than 14 days; or

(e) the direct debit authority referred to in § 7.7 is revoked; or

(f) the Seller breaches material contractual obligations.

16.6 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 to be directed to the following e-mail address: seller@kaufland-online.de.

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

16.7 Both termination and suspension of this Agreement shall not affect the liability of the Parties to this Agreement for existing claims.

16.8 Purchase contracts already in place as of the date of termination of this Agreement must still be performed and settled in full (including the processing of complaints and refunds). The provisions of this Agreement shall continue to apply to such purchase contracts until such time as they are finally settled.

§ 17 Miscellaneous

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

17.2 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 particularly draw the Seller's attention to the effect of such consent. 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.

17.3 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. The foregoing applies mutatis mutandis 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.

17.4 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).

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