PAYOK TERMS AND CONDITIONS FOR CONTRACTING AND SERVICES

PayOk Financial Services, S.L. (Payment Institution regulated by the Bank of Spain, license number BE 6928)

Last contract update: 19-06-2025

1. PROVIDER IDENTIFICATION

1.1 Company details

• Company name: PayOk Financial Services, S.L.

• Tax ID (CIF/NIF): B73697567

• LEI: 254900GYRB3SRHK4K565

• Registered office: C/ Concordia, nº 39, 30500, Molina de Segura, Murcia (Spain)

• Basic and legal information: Registered with the Mercantile Registry of Murcia, Volume 2795, Book 0, Page 168, Section 8, Sheet MU75166, Entry 6, Date 11/10/2023

• Official registration with the Bank of Spain: BE 6928, under supervision as an Exempt Payment Institution regulated by Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent financial measures.

1.2 Nature and regulation

PayOk Financial Services, S.L. (hereinafter, “PayOk” or “the Entity”) is a Payment Institution regulated under Spanish and European Union (EU) law, in particular Directive (EU) 2015/2366 (PSD2) and Law 10/2010, of 28 April, on the prevention of money laundering and terrorist financing (“AML/CFT”). Its authorization does not allow deposit-taking, but rather the provision of payment services, subject to the control and supervision of the Bank of Spain.

PayOk maintains agreements with several acquiring banks, whose obligations and internal policies are passed on to the client in these Terms and Conditions.

2. DESCRIPTION OF SERVICES OFFERED

2.1 Virtual POS registration with 3D Secure for the sale of tangible products

• Intended for merchants selling items with physical delivery.
• Includes 3D Secure to minimize fraud and chargebacks.
• Accepts card transactions from different countries, enabling internationalization.
• Integration with logistics or inventory control systems.
• Complies with PSD2 and GDPR guidelines, providing maximum security.

2.2 Virtual POS registration with 3D Secure for the sale of intangible services

• Intended for merchants selling items without physical delivery.
• Includes 3D Secure to minimize fraud and chargebacks.
• Accepts card transactions from different countries, enabling internationalization.
• Integration with logistics or inventory control systems.
• Complies with PSD2 and GDPR guidelines, providing maximum security.

2.3 Limitations or prerequisites

• Subject to prior KYC (Know Your Customer) verification, in accordance with Law 10/2010 and its provisions.
• Subject to final approval by PayOk and/or our acquiring banks, in compliance with anti-fraud and anti-money laundering regulations.

3. CONTRACTING PROCESS

3.1 Steps to contract

• The client chooses the appropriate Virtual POS (tangible products or intangible services).
• Provides their data (identification, business information) on PayOk’s website, accepting the Privacy Policy and these Terms and Conditions.
• Pays the registration fee; without this payment, the contractual relationship will not take effect.

3.2 Formalization

• The contract becomes effective when PayOk verifies the payment and KYC documentation (Law 10/2010).
• Integration keys and the sub-acquiring account are enabled.
• PayOk provides the contract in Spanish (official language), English, and Russian. In the event of discrepancies, the Spanish version prevails.

4. PRICES, TAXES AND ADDITIONAL COSTS

• There are no shipping or additional costs for the registration of a virtual POS.
• The registration fee is shown in euros (€), including 21% VAT (current tax in Spain).
• The client may review the total amount before proceeding with payment.

5. PAYMENT METHODS

• Accepted payment methods: Credit/debit cards (Visa, MasterCard, and Cirrus), and bank transfer to a Spanish account.
• PayOk is PCI DSS certified, using secure encryption for transactions.
• Once payment is received, the invoice is issued and activation procedures for the selected terminal begin.

6. SERVICE DELIVERY AND ACTIVATION

• PayOk will activate the Virtual POS service within approximately 24 business hours after payment confirmation and KYC document validation.
• PayOk reserves the right to temporarily withhold sales funds until compliance with anti-money laundering regulations is confirmed.
• The client will have access to technical support (via email, phone, LiveChat, or WhatsApp) once registration is complete.

7. RIGHT OF WITHDRAWAL AND CANCELLATION

• The client has 14 calendar days to withdraw without giving any reason, starting from the contracting or activation of the service, provided that no transactions have been processed by that time.
• Withdrawal may be requested by email or through a form on PayOk’s website; the registration fee will be refunded within a maximum of 14 days, unless a legal exception applies for services already rendered.
• Early cancellation may be requested at any time; however, if there are outstanding amounts or legal procedures, these must be resolved before effective cancellation.

8. CONTRACT DURATION, RENEWAL AND TERMINATION

• The initial term of the contract is 1 year, automatically renewable for equal periods without charging a new registration fee.
• PayOk may terminate the contract immediately if it detects serious breaches, fraud risks, money laundering, or prohibited activities that compromise its reputation or that of the acquiring banks.
• The client may terminate the contract by notifying PayOk, provided that all outstanding obligations are settled and the established cancellation procedure is followed.

9. OBLIGATIONS AND RIGHTS OF THE PARTIES

9.1 PayOk’s obligations

• Provide the service with due professional diligence, complying with payment services regulations (PSD2) and the guidelines of the Bank of Spain.
• Ensure the integration of anti-fraud measures (3D Secure, PCI DSS) and transparency in payments.
• Convey the contractual requirements of our acquiring banks to the client and ensure compliance.

9.2 Client’s obligations

• Provide complete and updated data, comply with current laws, card network rules, and PayOk’s conditions.
• Refrain from illicit, fraudulent, or prohibited activities, and do not use the gateway for activities not authorized by law or this contract.

9.3 PayOk’s rights

• Require the necessary documentation to comply with KYC and AML/CFT obligations.
• Temporarily suspend operations if potential violations or serious security risks are detected.

9.4 Prohibited businesses

In accordance with regulations and the requirements of acquiring banks, PayOk declares the following businesses or activities inadmissible:

Adult content and services that infringe the law, Binary options, Cryptocurrencies (if not compliant with regulations), Signal jammers or blocking devices, Drug paraphernalia, Drugs (soft or hard), Get-rich-quick schemes, Grow shops or products directly aimed at illicit drug cultivation, Human body parts or bodily fluids (except hair/teeth), Human trafficking, Illegal wildlife trade in protected/endangered species, Intellectual property infringement, Deceptive marketing, Precious metals (gold, silver, platinum, palladium) offered as speculative investment, Products/services that promote hate, violence, discrimination, terrorism or harassment, Pyramid schemes, Real estate (not services), Sale of followers: “likes” or "views" on social media, Spy devices/services/software, Sale of illegal products/services under applicable law, Tobacco (except e-cigarettes with specific regulation), Unlicensed financial advisors, Unlicensed gambling, Credits/coins of virtual worlds redeemable for cash or real goods/services, Unauthorized weapons, ammunition or related items.

PayOk may block the contract or operations if use in violation of this policy is detected, with the corresponding liability claims.

10. LIMITATION OF LIABILITY

• PayOk is not liable for any damages or losses arising from causes beyond its control, such as network failures, internet outages, or force majeure.
• The content and marketing of products/services offered by the client are the sole responsibility of the client. PayOk is not liable for the quality or lawfulness of such products or services.
• There will be no liability for loss of profit, indirect damages, or other special or consequential damages, unless there is intent or gross negligence by PayOk.

11. INTELLECTUAL AND INDUSTRIAL PROPERTY

• PayOk holds the rights to trademarks, software, manuals, and infrastructure associated with the payment platform.
• The client is granted a limited right of use for the duration of the contract; any reproduction, transfer, or unauthorized exploitation is strictly prohibited.

12. PERSONAL DATA PROTECTION

• PayOk acts as the data controller for collected data, in accordance with GDPR (Regulation (EU) 2016/679) and the LOPDGDD (Organic Law 3/2018).
• Purpose: management of the contractual relationship, fraud control, and compliance with AML/CFT.
• Legal basis: consent of the data subject and/or legal requirements (anti-money laundering).
• Exercise of rights: access, rectification, erasure, objection, restriction, and portability by email to [email protected]. More details in our Privacy Policy.

13. CUSTOMER SERVICE AND CLAIMS

• The official customer service channel is available at https://www.payok.app/atencion-al-cliente
• PayOk undertakes to resolve claims in the shortest possible time and with the utmost diligence.
• If the user is not satisfied, they may contact the Complaints Service of the Bank of Spain, as PayOk is a supervised payment institution.

14. ALTERNATIVE DISPUTE RESOLUTION

• For contracts with consumers, there is the possibility of using the EU Online Dispute Resolution platform, in accordance with Regulation (EU) 524/2013.
• The use of this channel does not preclude subsequent ordinary judicial action.

15. APPLICABLE LAW AND JURISDICTION

• Spanish law and European regulations on payment services (PSD2), data protection, and anti-money laundering will apply.
• Any dispute will be subject to the jurisdiction of the Courts of Molina de Segura (Murcia, Spain), waiving any other jurisdiction.

16. OTHER SECTOR-SPECIFIC CLAUSES

16.1 Anti-Money Laundering (AML/CFT)

The client shall provide the information and documentation requested under Law 10/2010, authorizing PayOk to carry out the necessary checks and to withhold funds or block suspicious transactions.

16.2 Risk warnings

Our acquiring banks may impose additional security conditions and may even suspend or withhold payments linked to suspected fraud, security breaches, or regulatory non-compliance.

16.3 Conditions for professional use

Any individual or legal entity may access PayOk’s services, provided they comply with applicable regulations and do not commit legal or contractual violations.

17. AMENDMENT CLAUSE

17.1 Amendment of the Terms and Conditions

PayOk may amend these Terms and Conditions to adapt to legal changes, supervisory requirements, technological improvements, or internal policies. The client will be notified at least thirty (30) calendar days in advance, unless another period is set by law or immediate compliance is legally required.

17.2 Client’s right of termination

If the client does not accept the amendments, they may terminate the contract without penalty by notifying PayOk before the effective date of such changes. Failure to notify within the indicated period will imply acceptance of the new conditions.

18. FORCE MAJEURE AND SERVICE CONTINUITY CLAUSE

18.1 Force majeure

Neither party shall be liable for breaches due to force majeure, such as natural disasters, pandemics, armed conflicts, massive cyberattacks, power issues, or government decisions that make service provision impossible.

18.2 Exemption from liability

During the force majeure event, the affected party shall not be liable for delays or failures, but will take reasonable steps to minimize the effects and restore normality as soon as possible.

18.3 Commitment to restoration

The affected party must immediately notify the other party of the force majeure event and make the necessary efforts to restore the service.

19. ANTI-FRAUD AND ABUSE PREVENTION CLAUSE

19.1 Right to monitor

PayOk reserves the right to monitor all operations carried out on the platform to detect possible fraud, money laundering, abuse, or other improper uses.

19.2 Preventive blocking

If patterns of fraud or abuse are detected, PayOk may block the client’s account or affected operations while investigating their legitimacy, always informing the client as far as possible.

20. NOTIFICATION CLAUSE

20.1 Valid channels

Notices between the parties may be made:

• Through the email provided by the client,
• By internal message on the PayOk platform,
• By certified mail or courier to PayOk’s legal address or the postal address designated by the client.

20.2 Validity of electronic communications

Electronic messages that prove date, authenticity, and destination will be considered valid notifications with full legal effect.

21. SUBCONTRACTING CLAUSE

21.1 Authorization to subcontract

The client expressly authorizes PayOk to subcontract, with specialized entities, those services necessary to provide a reliable and secure infrastructure (IT security, technical support), provided this does not undermine confidentiality and data protection obligations.

21.2 Regulatory compliance

PayOk will ensure that subcontractors comply with the same legal requirements governing this contract (AML/CFT, GDPR, PSD2).

22. PROTECTION AGAINST THIRD-PARTY CLAIMS CLAUSE

22.1 Client’s responsibility

The client shall be solely responsible in case of third-party claims, including those of its own consumers, if such claims are based on unlawful or improper use of the PayOk platform or transactions prohibited by law.

22.2 Exemption of PayOk

The client shall hold PayOk harmless from damages, costs, or legal defense expenses that may arise as a result of the marketing of products or services that are contrary to law or this contract.

23. AUDIT AND CONTROL CLAUSE

23.1 Audit rights

PayOk may, through its own staff or an authorized auditor, verify compliance with contractual and regulatory conditions. The audit will be conducted with reasonable prior notice and during business hours, except in justified emergencies.

23.2 Client’s cooperation

The client undertakes to provide access to the information and documentation necessary for the audit, provided that this does not infringe third-party rights or trade secrets, and complies with legal requirements regarding data protection.

24. DISCLAIMER OF WARRANTIES CLAUSE

24.1 Service availability

PayOk does not guarantee total, continuous, and uninterrupted service availability, although it will make every effort to prevent interruptions or incidents.

24.2 Scope of disclaimer

Unless otherwise required by law, PayOk is not responsible for service deficiencies due to third parties (telecommunications providers, external networks) or to force majeure/fortuitous circumstances.

25. SUPERVISION OF REGULATORY CHANGES CLAUSE

25.1 Impact on operations

If a new regulation or guideline from supervisory authorities (Bank of Spain, EBA) comes into force altering the obligations of PayOk or the client, both parties undertake to update the relevant provisions.

25.2 Adaptation of conditions

PayOk will notify the client of necessary adaptations to safeguard the validity and effectiveness of the service, without this constituting a unilateral contract amendment unrelated to such legal requirement.

26. ASSIGNMENT OF CONTRACT CLAUSE

26.1 Prohibition of assignment by the client

The client may not assign, in whole or in part, their rights or obligations under this contract to third parties without the express prior written consent of PayOk, unless a mandatory rule allows it.

26.2 PayOk’s right to assign

PayOk may, within the corporate group or in favor of third parties, assign this contract in whole or in part, provided that the assignee meets applicable legal and regulatory conditions, and the client is duly notified.

RELEVANT EXTERNAL URLS

• Bank of Spain (BdE): https://www.bde.es
• European Banking Authority (EBA): https://www.eba.europa.eu
• Spanish Data Protection Agency (AEPD): https://www.aepd.es
• ODR Platform – Online Dispute Resolution: https://ec.europa.eu/consumers/odr
• EU Legislative References (EUR-Lex): https://eur-lex.europa.eu
• PayOk Privacy Policy: https://www.payok.app/politica-privacidad

BY SUBSCRIBING TO THIS CONTRACT, THE CLIENT DECLARES THAT HE HAS READ, UNDERSTOOD AND FULLY ACCEPTED ALL SECTIONS OF THESE TERMS AND CONDITIONS, ACKNOWLEDGING THEIR BINDING NATURE AND SUBMITTING TO THE APPLICABLE LAWS AND COMPETENT AUTHORITIES.

In Molina de Segura, Murcia (Spain), on 19-06-2025.

© 2023 PayOk Financial Services, S.L. All rights reserved.