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[Terms of Services]

Website: https://moneymotion.io
Last Updated: 9th September 2025

1. Acceptance of Terms

moneymotion RESERVES THE RIGHT TO AMEND, UPDATE, OR MODIFY THESE TERMS OF SERVICE AT ANY TIME, IN ITS SOLE DISCRETION. ANY CHANGES WILL TAKE EFFECT UPON BEING POSTED ON THE moneymotion WEBSITE (OR BY OTHER REASONABLE MEANS OF NOTIFICATION), UNLESS A LATER EFFECTIVE DATE IS SPECIFIED. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS. This Term of Services, can be found at https://moneymotion.io/tos (or such other URLs that may be provided from time to time) and any Order Form, where applicable (collectively, the "Agreement") govern the services provided to you ("Merchant" or "you") by moneymotion (as defined below) BY SIGNING USING THE SERVICES (AS DEFINED BELOW), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY THE TERMS CONTAINED HEREIN AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED IN THE AGREEMENT BY REFERENCE (INCLUDING THE PRIVACY POLICY WHICH CAN BE FOUND AT https://moneymotion.io/privacy (OR SUCH OTHER URLS PROVIDED FROM TIME TO TIME)). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES (AS DEFINED BELOW). YOUR USE OF THE SERVICES IS CONDITIONAL UPON YOUR ACCEPTANCE OF THIS AGREEMENT.

2. Definitions and Interpretation

The following legal terms shall be interpreted as set out below. Please note that the terms and conditions are not exhaustive and are subject to change at any time.

Definitions

Merchant of Record
means the legal entity that, for each Transaction, sells the Products to the Buyer in its own name, receives and holds the Buyer's payment as principal, and is responsible for applicable taxes, refunds, chargebacks, and compliance obligations.
Buyer
means an individual or entity that purchases Products from the Merchant through the moneymotion platform or any associated platform (including SellHub), where moneymotion acts as the Merchant of Record.
moneymotion Fee
means the total commercial deductions retained by moneymotion from the gross proceeds of Transactions in connection with its role as Merchant of Record under this Agreement, including, without limitation, the Merchant Fee, instant payout fees, and any other applicable charges agreed between the parties.
Products
means any digital goods, digital content, software, licences, subscriptions, or other items or services listed by the Merchant in their stores.
Merchant Information
means all information, documents, and data provided by the Merchant to moneymotion in connection with onboarding, verification, due diligence, compliance, or the ongoing use of the Services, including but not limited to the Merchant's legal name, business or trade name, registered address, email, phone number, nature of activities, beneficial ownership, principals, URLs, financial statements, proof of operational capability, and any other details or records requested by moneymotion.
Services
means the commercial services provided by moneymotion under this Agreement in its capacity as Merchant of Record, whereby moneymotion sells the Merchant's Products to Buyers in its own name, collects payment from Buyers, retains amounts agreed under the Financial Terms, and pays the Merchant the agreed amount of the sale proceeds. These services include, where applicable, calculating and remitting taxes, issuing sales documentation to Buyers, managing refunds and chargebacks, providing transaction reporting, and performing fraud prevention and compliance checks.
Settlement Schedule
means the agreed schedule for payments from moneymotion to the Merchant, as set out in this Agreement or otherwise agreed in writing between the parties.
Tax or Taxes
means any value-added tax (VAT), goods and services tax (GST), sales tax, withholding tax, duties, levies, or similar governmental charges applicable to the Transactions, Services, or Fees, other than taxes imposed on moneymotion's net income.
Transaction
means the sale of a Product by moneymotion, as Merchant of Record, to a Buyer under this Agreement, where the Product is supplied by the Merchant and payment is collected by moneymotion. The term includes any subsequent actions related to that sale, such as refunds, chargebacks, or reversals.

3. Merchant of Record Role

moneymotion acts as the Merchant of Record for Transactions in the territories it supports. As Merchant of Record, moneymotion sells the Products to Buyers in its own name, receives and holds Buyer payments as principal, and is responsible for applicable taxes, refunds, chargebacks, and compliance obligations. moneymotion works with regulated third-party to accept payments for its own retail sales as Merchant of Record; moneymotion does not provide payment services to Merchants or Buyers.

4. Territorial Scope

moneymotion provides the Services only in the territories it supports, as determined by moneymotion in its sole discretion and subject to change from time to time. moneymotion does not provide the Services, either directly or indirectly, to or for the benefit of any Buyer, Merchant, or other party located in, ordinarily resident in, established under the laws of, or conducting business from any jurisdiction that is subject to comprehensive trade or economic sanctions, embargoes, or other restrictions under applicable laws. Without limitation, the Services are not available in the following jurisdictions: Afghanistan, Belarus, Central African Republic, Cuba, Democratic Republic of the Congo, Ethiopia, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, and Zimbabwe.

5. Services

You appoint moneymotion as your non-exclusive Merchant of Record ("MoR") for the Products in all territories we support except as provided in Clause 4.

As your MoR, moneymotion will:

1

Set up your Merchant Account on our platform, giving you access to the Merchant Dashboard to track sales, payments, and amounts due to you.

2

Act as the Merchant of Record for your Products in the territories we support. This includes selling the Products to Buyers in our own name, receiving payment from Buyers as the seller of record, and remitting the net amount to you after applicable fees, taxes, refunds, and chargebacks. moneymotion is not required to act as Merchant of Record in all territories and may limit the territories in which it offers the Services at its discretion according Clause 4.

3

Confirm payment to you and facilitate Buyer access, download, or receipt of the Products.

4

Provide order support related to payments and handle calculation, collection, and remittance of applicable sales and transaction taxes.

Additional Services

You may activate optional additional services at any time through the Merchant Dashboard.

6. Transfer Account

You acknowledge and agree that your Merchant Account is non-transferable. If you wish to transfer or assign any of your registered business URLs to another entity or individual, such transfer will only be permitted with moneymotion's prior written consent and subject to the following conditions:

Transfer Conditions

1

Security Deposit Requirement

As a condition of approving any transfer of business URLs, moneymotion may require you (or the transferee) to provide a security deposit. The amount and form of the deposit will be determined by moneymotion, in its sole discretion, based on the assessed risk level of the transfer, including but not limited to the transferee's business model, jurisdiction, compliance profile, and transaction history.

2

Risk Assessment

The transfer will be subject to a full risk and compliance review, including Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions screening, and fraud checks.

3

No Automatic Rights

You have no automatic right to transfer URLs, and any attempted transfer without moneymotion's prior written consent shall be void.

4

Liability Beyond Deposit

The security deposit is a risk-mitigation measure only and does not limit your or the transferee's liability. If chargebacks, refunds, penalties, fines, or other liabilities exceed the amount of the security deposit, you and/or the transferee remain fully responsible for promptly paying the outstanding balance to moneymotion on demand.

5

Continuing Liability

Until the transfer is formally approved in writing by moneymotion and all requirements (including the provision of the security deposit) are satisfied, you remain fully liable for all obligations relating to the business URLs and any associated transactions.

7. Transactions

For each Transaction, moneymotion shall receive payment from the Buyer, deduct the applicable fees, charges, taxes, and any other amounts due under this Agreement, and pay the agreed net amount to the Merchant in accordance with the Settlement Schedule.

Applicable deductions include:

1

any Tax due or incurred;

2

moneymotion Fee as described in Section 5.

3

any other charges payable by you pursuant to this Agreement.

8. Financial Terms

Please note that the financial terms are subject to change at any time and will be communicated to the Merchant in writing. Listed below are the financial terms that apply to the Merchant.

Payments to Merchant

Payment Commitment
moneymotion will pay to the Merchant the amount agreed after deducting all applicable fees, charges, taxes, refunds, chargebacks, and any other amounts owed under this Agreement, in accordance with the Set-Off provision.
Settlement of Funds
Unless otherwise agreed in writing, payouts will be initiated every Friday for all cleared Transactions. A Transaction is considered cleared once it has been successfully settled, is not subject to dispute, refund, or chargeback, and has passed all fraud and compliance checks.
No Minimum Payout
There is no minimum payout amount required for funds to be released, unless a minimum is set as part of a rolling reserve, risk mitigation measure, or specific arrangement between the Merchant and moneymotion.
Instant Payouts
Merchants may request instant payouts for eligible Transactions, subject to: an additional 7% instant payout fee applied to the payout amount; system availability and payment method capability; and fraud and compliance review. moneymotion may, at its sole discretion, limit or refuse instant payouts.
Payment Method and Account
Payouts will be made to the bank account designated by the Merchant ("Payout Account"), which must be in the Merchant's name or legal entity's name. The Merchant is responsible for ensuring that account details are accurate and valid. moneymotion will not be liable for funds sent to an incorrect or invalid account due to inaccurate information provided by the Merchant.
Withholding and Delays
moneymotion may withhold or delay payouts if: a Transaction or the Merchant's account is under investigation; there are pending or excessive chargebacks, disputes, or refunds; moneymotion suspects fraudulent, illegal, or prohibited activity; required by law, regulation, or payment scheme rules; or the Merchant has breached this Agreement. In such cases, payouts may be held until the issue is resolved to moneymotion's satisfaction or applied in accordance with the Set-Off provision.
Currency and Conversion
Payouts will be made in the currency of the Payout Account unless otherwise agreed. If currency conversion is required, moneymotion will apply its prevailing exchange rate at the time of settlement, and currency conversion fees may apply.
Finality of Payments
All payouts are provisional and subject to reversal in the event of chargebacks, refunds, disputes, errors, or other adjustments. The Merchant remains liable for all amounts paid in error or later reversed and must repay such amounts promptly upon demand.

moneymotion Fees

Standard Fees
For each purchase processed by moneymotion as Merchant of Record, a standard fee of 10% of the transaction amount will be deducted from the Merchant's proceeds ("Merchant Fee"). In addition, a 10% surcharge will be added to the Buyer's purchase price ("Buyer Surcharge"). Both the Merchant Fee and Buyer Surcharge are exclusive of applicable taxes.
Instant Payouts
An additional 7% fee applies to instant payouts, as set out in clause 5.1.
Deductions and Adjustments
moneymotion may deduct from any payout any fees, charges, taxes, penalties, refunds, chargebacks, or other amounts owed by the Merchant to moneymotion, in accordance with the Set-Off provision.
Changes to Fees
moneymotion reserves the right to amend its fees, surcharges, payout schedules, or fee structures at any time. Any change will be effective upon notice to the Merchant, which may be given by email, through the Merchant Dashboard, or by updating these Terms on the moneymotion website. Continued use of the Services after such changes take effect constitutes acceptance of the revised fees.
Taxes
Fees do not include applicable value-added tax (VAT), goods and services tax (GST), sales tax, or other similar taxes. The Merchant is responsible for any taxes applicable to the Fees, except for taxes based on moneymotion's income.

Set-Off

Set-Off Rights
moneymotion may, at any time and without prior notice, set off, deduct, or withhold from any amounts payable to the Merchant any amounts owed by the Merchant to moneymotion, whether arising under this Agreement or otherwise. Such amounts may include, without limitation: refunds, chargebacks, transaction reversals, or associated fees; penalties, fines, or assessments imposed by payment networks, regulators, or tax authorities; applicable taxes, duties, or other governmental charges; any other fees, costs, or liabilities owed by the Merchant to moneymotion.
Outstanding Balance
If the amounts payable to the Merchant are insufficient to cover such amounts, the Merchant must promptly pay the outstanding balance to moneymotion upon demand. The rights in this clause survive termination or expiration of this Agreement and apply to any amounts owed at or after termination.

9. Merchant Onboarding

For the use of our services, the Merchant must follow the onboarding process set out below.

Product Listing and Payment Method Selection

Before listing Products on the platform, you must provide complete and accurate details of your store, including your store name, business description, contact information, and applicable website or marketplace links; a description of each Product you intend to offer, including pricing, categories, and any applicable restrictions; and select your preferred payment method. If you choose moneymotion as your payment method, the onboarding requirements set out in this section apply.

Registration

To use moneymotion as your Merchant of Record, you must first register on the moneymotion Platform, complete email verification, and enable two-factor authentication (2FA) in your account settings.

Know Your Customer (KYC) Requirement

Before you select moneymotion as Merchant of Record, you must successfully complete our KYC process.

Automated KYC Process

KYC verification is performed through our third-party provider, and includes, without limitation: Passport or government-issued ID checks; Liveness verification; and Device and network analysis.

Additional Screening

Certain merchants, including those offering digital goods, are subject to enhanced screening to identify prohibited content or high-risk activities (including but not limited to IPTV streaming, adult services, and carding tools).

Ongoing Monitoring

All approved merchants are subject to ongoing monitoring, including daily transaction and activity reviews. moneymotion reserves the right to reclassify your risk tier or suspend/terminate services at any time if your activities pose an increased risk or violate these Terms.

10. Merchant Obligations

Provision of Information

Before using moneymotion services, and at any time upon request, you must provide complete, accurate, and up-to-date information about your business, including your legal name, business or trade name, registered address, email, phone number, nature of activities, beneficial ownership, principals, URLs, and any other details we may require for our due diligence, KYC, and risk assessment processes ("Merchant Information"). moneymotion may also request financial statements, proof of operational capability, or other documentation to assess your risk profile.

Accuracy and Updates

You must keep your Merchant Information current and notify moneymotion promptly (and no later than three business days) of any changes affecting your ownership, control, business activities, financial condition, or regulatory status. This includes, but is not limited to: Bankruptcy or insolvency events; Adverse changes to your financial condition; Planned liquidation or sale of substantial assets; Regulatory investigations or enforcement actions; Judgments, liens, or levies against significant assets.

Use of Services

You may only use moneymotion services for legitimate transactions with your customers. You are solely responsible for: The legality, quality, and delivery of your products or services; Customer support, refunds, and returns; Clear disclosure of terms, policies, and pricing; Compliance with all applicable laws, payment scheme rules, and moneymotion's Acceptable Use Policy.

Compliance and Restrictions

You must comply with all applicable laws and must not use the services to engage in or facilitate prohibited or restricted activities as determined by moneymotion, payment networks, or regulators. You agree to provide any requested evidence of compliance, including PCI-DSS certification if applicable.

Additional Screening and Verification

moneymotion may perform ongoing screening and monitoring of your activities, including enhanced due diligence where required. We may request further documentation at any time to verify information, assess your financial stability, or investigate potential compliance risks.

Risk Management and Cooperation

You are responsible for managing chargeback rates, fraud risk, and disputes. moneymotion may implement additional controls (such as rolling reserves, delayed settlements, or transaction limits) if we determine your risk level is elevated. You must cooperate fully with any investigation, audit, or regulatory inquiry and provide all requested records without delay.

Representation and Warranties

You represent and warrant that:

1

All Merchant Information provided is accurate and complete.

2

All transactions submitted are genuine, authorised, and comply with applicable laws.

3

You will fulfil all obligations to customers and resolve disputes directly with them.

4

You will not use the services for personal, family, or household purposes, peer-to-peer transfers, or any prohibited activity.

Suspension and Termination

moneymotion may suspend or terminate your access to the services if:

1

Your chargeback or fraud rates exceed acceptable thresholds

2

You fail to provide required information or updates

3

You engage in prohibited activities

4

Your activities expose moneymotion or payment partners to unacceptable risk.

Additional Consequences

In such cases, moneymotion may also withhold payouts and apply any amounts owed to you against amounts you owe under the Set-Off provision.

11. Refunds and Chargebacks

Refund Process

You acknowledge and agree that, as moneymotion is the Merchant of Record, you shall not issue any invoice or make any direct demand for payment to any Buyer in a Transaction. If you agree with a Buyer to issue a refund or repay any portion of the sale price, you must not make this payment directly to the Buyer. Instead, you must notify moneymotion of the agreed refund, and moneymotion will process the relevant refund to the Buyer, only in respect of eligible transactions for physical goods.

Digital Goods Policy

You acknowledge and agree that digital goods, digital content, software, licences, subscriptions, or other intangible items are deemed delivered, opened, and used in full at the time the sale is completed. Accordingly, no refunds will be processed for digital goods unless required by applicable law.

moneymotion Refund Rights

As Merchant of Record, moneymotion shall be entitled to cancel a Transaction and grant the Buyer for physical goods a refund of the full price paid if:

1

the Buyer requests a refund within fourteen (14) days of the date of a one-off Transaction, or, in the case of a subscription service, within fourteen (14) days from the date on which the subscription was last renewed, and moneymotion determines, in its sole discretion, that a refund is appropriate;

2

moneymotion reasonably believes that the Transaction was made in error or fraudulently;

3

moneymotion reasonably believes that the Transaction may become subject to a Chargeback; or

4

required by any applicable law, regulation, payment method provider, or payment scheme rules.

Excessive Chargeback Response

If moneymotion determines, in its sole discretion, that one or more of your Products, or your Products as a whole, have an excessive Chargeback or refund rate, moneymotion shall be entitled to immediately:

1

suspend the sale of all or part of your Products through one, multiple, or all payment methods;

2

implement additional content or controls to the checkout process or related communications (including email notifications to Buyers);

3

terminate the Services with immediate effect in accordance with clause [Termination Clause]; and/or

4

Share information about your business and/or accounts with its payment service providers, acquirers, and relevant card schemes.

Recovery Rights

If moneymotion prevents a Chargeback or refunds a Buyer (including, but not limited to, as a result of a Chargeback, Pre-Chargeback Alert, or other dispute), moneymotion is entitled to recover from you:

1

the full amount of the refund or Chargeback;

2

any fees and expenses incurred by moneymotion in processing the refund or Chargeback;

Set-Off Application

moneymotion may set off any amounts owed under this clause against amounts payable to you, in accordance with the Set-Off provision of these Terms.

12. Billing and Invoicing

Self-Billing Arrangement

You agree that moneymotion, acting as Merchant of Record for Transactions, will operate under a self-billing arrangement for all settlements made to you under this Agreement. This means moneymotion will generate and issue settlement statements and corresponding self-billed invoices on your behalf for the amounts payable to you.

Authority to Issue Invoices

You hereby authorise moneymotion to:

1

raise and issue invoices in your name for the sale of your products or services to Buyers, as processed by moneymotion;

2

issue credit notes in your name where necessary (including for refunds, chargebacks, or adjustments); and

3

maintain these records for accounting, tax, and regulatory purposes.

Invoice Detail

Each self-billed invoice will state:

1

Your legal name and trading name (if applicable)

2

Your business address and tax identification number (where applicable)

3

The description of products or services sold

4

The total transaction amount and currency

5

Applicable fees, deductions, and taxes

6

The net amount payable to you

Tax Obligations

You are responsible for providing moneymotion with accurate tax details (including VAT/GST registration numbers where applicable) and for updating them promptly. You remain solely responsible for assessing, reporting, and remitting any taxes applicable to your business, except where moneymotion is expressly responsible under this Agreement.

No Tax Liability for moneymotion

moneymotion acts solely as the issuer of self-billed invoices for settlement purposes and does not assume responsibility or liability for your tax compliance obligations. You acknowledge and agree that any failure to comply with applicable tax laws, including but not limited to VAT/GST registration, reporting, and remittance, remains your sole responsibility. moneymotion shall have no liability for any penalties, interest, or other consequences arising from your failure to meet such obligations.

Retention of Records

moneymotion will retain copies of all self-billed invoices and settlement statements for the period required by applicable law. You must also retain your own copies for your records.

Duration and Termination of Self-Billing

This self-billing arrangement will remain in force for the duration of this Agreement unless terminated earlier by either party upon thirty (30) days' written notice. Upon termination, moneymotion will no longer generate invoices on your behalf and you will be responsible for issuing your own invoices for any future transactions.

13. Representations and Warranties

By entering into this Agreement and using moneymotion's services, you represent, warrant, and undertake that:

Warranties

1

You are duly organised, validly existing, and in good standing under the laws of your jurisdiction of incorporation or residence, and you have full power, legal right, and authority to enter into and perform your obligations under this Agreement. If you are an individual, you are at least eighteen (18) years of age and have full legal capacity to enter into binding agreements.

2

All information, documents, and materials you provide to moneymotion, including Merchant Information and Product Information, are true, accurate, complete, and up-to-date, and you will promptly notify moneymotion of any changes.

3

You will comply with all applicable laws, regulations, payment scheme rules, and moneymotion's Acceptable Use Policy in connection with your use of the services, your business activities, and your sale of products or services.

4

ALL TRANSACTIONS SUBMITTED TO moneymotion ARE GENUINE, AUTHORISED BY THE BUYER, AND REPRESENT A BONA FIDE SALE OF PRODUCTS OR SERVICES THAT YOU HAVE THE LEGAL RIGHT TO SELL.

5

You will ensure that the products or services you sell: are accurately described and priced; are delivered to the Buyer in the manner and within the time promised; comply with all applicable safety, quality, and labelling requirements; and do not infringe the intellectual property rights or other rights of any third party.

6

You are solely responsible for your relationship with Buyers, including all customer service, fulfilment, returns, refunds, cancellations, warranties, and other post-sale obligations.

7

You are solely responsible for assessing, collecting, reporting, and remitting all applicable taxes in relation to your business, except where moneymotion is expressly responsible for collecting and remitting such taxes under this Agreement.

8

You will not use moneymotion's services for any illegal, fraudulent, deceptive, or prohibited activities, including those set out in the Acceptable Use Policy.

9

You confirm that all of the representations and warranties you make under this Agreement — including, without limitation, statements about your identity, business activities, compliance with laws, and the legality of the products or services you offer — are and will remain true, accurate, and complete at all times while you use moneymotion's services. By using the services on any given day, you are deemed to be making and confirming these representations and warranties again on that day. If any of these statements becomes untrue or inaccurate at any time, you must immediately stop using the services and notify moneymotion in writing.

14. Disclaimer of Warranties and Limitation of Liability

Disclaimer of Warranties

moneymotion disclaims any and all warranties, representations, and conditions, whether express, implied, or statutory, regarding the Services to the fullest extent permitted by law. Without limiting the generality of the foregoing, the Services are provided "as is" and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. moneymotion does not make, and has not made, any representation or warranty that:

1

the Services will be uninterrupted, timely, secure, or error-free;

2

the results obtained from the use of the Services will be accurate, complete, reliable, current, or free from viruses or harmful code; or

3

all risks of fraudulent, disputed, or unlawful transactions can be eliminated

4

Some jurisdictions do not allow exclusion of implied warranties, so certain limitations in this clause may not apply to you.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event will moneymotion, its partners, payment processors, acquiring banks, service providers, affiliates, or any of their respective directors, officers, employees, or agents be liable to you or any third party for any special, incidental, indirect, punitive, exemplary, or consequential damages, whether foreseeable or unforeseeable, arising out of or in connection with this Agreement or the Services, regardless of whether moneymotion has been advised of the possibility of such damages and regardless of the legal theory (contract, tort, or otherwise) on which such damages are based.

15. Confidentiality

Confidential Information Sharing

The parties acknowledge that they may share Confidential Information for the purposes of this Agreement. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in this Agreement.

Standard of Care

Each party shall exercise the same degree of care to avoid the publication or dissemination of the other party's Confidential Information as it affords to its own Confidential Information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.

Purpose Limitation

Confidential Information disclosed under this Agreement shall only be used by the receiving party for the purposes of this Agreement or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party's Confidential Information for its own benefit or for the benefit of any third party.

Survival

The obligation not to disclose Confidential Information shall survive termination or expiry of this Agreement.

Exceptions

This obligation does not apply to information that:

1

is rightfully received from another party without confidentiality obligations;

2

is independently developed without use of the Confidential Information; or

3

becomes public other than through a breach of this Agreement.

Legal Disclosure

The receiving party may disclose Confidential Information if required by law or a governmental authority, provided it gives prompt notice to the disclosing party (where legally permitted).

16. Privacy

Data Sharing Necessity

The parties acknowledge that data sharing is necessary to fulfil the provision of the Services under this Agreement.

Data Controller Status

Each party acts as an independent Data Controller for the purposes of Data Protection Laws and agrees to comply at all times with such laws, including GDPR, and with any applicable data sharing agreements.

Security Safeguards

moneymotion will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of personal data of Buyers and your data, as described in its Privacy Policy.

17. Dormant Accounts

Dormancy Definition and Fees

If you have no sales for a period of two (2) consecutive months and there is an outstanding balance payable to you, moneymotion reserves the right to charge an account dormancy fee and/or deactivate your account.

Immediate Deactivation

Dormant accounts with a negative balance and no sales activity in the preceding fifteen (15) days may be deactivated immediately. Following a Dormancy Period, moneymotion may revoke access to your account without notice.

18. Termination

Standard Termination

Either party may terminate this Agreement by giving the other party at least 30 days' written notice.

Immediate Termination - General

Either party may terminate this Agreement immediately if:

1

the other commits a material breach of its obligations under this Agreement that is not remediable;

2

the other commits a material breach that is not remedied within 14 days of written notice;

3

any required license or authorisation is revoked; or

4

the other becomes insolvent or ceases business.

Immediate Termination - moneymotion

moneymotion may terminate this Agreement immediately if:

1

required by its payment processors or acquiring banks;

2

you, or a controlling entity or person associated with you, appear on a high-risk or restricted merchant list;

3

any of your representations or warranties are found to be false;

4

there is suspected fraud, criminal activity, or regulatory non-compliance;

5

your chargeback rate is excessive; or

6

your products or services breach the Acceptable Use Policy.

19. Rights and Obligations on Termination or Suspension

Payment Obligations

Termination or suspension does not release either party from payment obligations accrued before termination.

Fund Retention

moneymotion may retain any amounts payable to you to cover potential refunds, chargebacks, and other liabilities.

Termination Actions

Upon termination:

1

moneymotion will cease providing Services and disable access to systems and APIs;

2

moneymotion will return or destroy confidential information unless legally required to retain it.

3

Retained funds will be released on the later of six (6) months after termination or the expiry of the longest subscription period sold before termination, minus any deductions.

20. General Provisions

These General Provisions apply to this Agreement and any other agreements between the parties.

Entire Agreement

This Agreement constitutes the entire agreement between the parties.

No Reliance

No party has relied on statements not set out in this Agreement.

Assignment

Neither party may assign or subcontract without written consent.

Force Majeure

Neither party will be liable for delays caused by events beyond its reasonable control.

Waiver

No delay or omission in enforcing rights shall be deemed a waiver.

Severability

If any clause is found invalid, the remainder of the Agreement remains in effect.

Compliance

Each party shall comply with all applicable laws.

Independent Contractors

The parties are independent contractors and not agents, partners, or employees.

Notices

Notices must be given in writing or by email to the addresses provided.

21. Governing Law and Jurisdiction

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including any non-contractual disputes or claims).

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