1. INTRODUCTION

1. These Platform Terms of Use (the "Terms") govern access to and use of the Splink platform, applications, payment infrastructure, software, terminal applications and associated services (collectively, the "Services") provided by Splink Limited ("Splink", "we", "our" or "us").
2. By registering for, accessing, browsing or using the Platform or Services, you ("you", "your" or the "Merchant") confirm that you have read, understood and agreed to be legally bound by these Terms and all policies incorporated into them by reference.
3. These Terms apply in addition to the Privacy Policy, Cookie Policy, Acceptable Use Policy, applicable Payment Processor Terms, and any commercial agreement entered into between you and Splink or an authorised Partner. In the event of any conflict between these Terms and a separately executed commercial agreement, the terms of the commercial agreement shall prevail to the extent of the inconsistency.
4. If you do not agree to these Terms, you must immediately cease using the Platform and Services.

2. INFORMATION ABOUT SPLINK

1. Splink Limited is a company incorporated in Ireland under company number 647572 with its registered office at Two Haddington Buildings, 20 Haddington Road, Dublin D04 HE94, Ireland.
2. Splink operates a hosted software and payment orchestration platform enabling merchants, partners and authorised users to onboard merchants digitally, create and manage payment flows, process and manage electronic transactions, deploy payment terminals and terminal applications, integrate payment functionality into third-party systems, and access analytics, reporting and operational tooling.
3. Splink may provide the Services directly, or through authorised resellers, ISOs, white-label providers or strategic partners.

3. DEFINITIONS

In these Terms, unless the context otherwise requires:

• "Account" means the Merchant account created to access the Platform;
• "Chargeback" means any disputed, reversed or reclaimed Transaction initiated by an End Customer, issuer, acquiring bank, Payment Processor or Payment Network;
• "End Customer" means any individual or entity making a payment to a Merchant through the Platform;
• "Financial Services Provider" means any acquiring bank, payment institution, card scheme, processor or regulated entity involved in processing Transactions;
• "Force Majeure Event" means any event outside the reasonable control of the affected party, including acts of God, pandemic, epidemic, war, terrorism, civil disorder, government action, regulatory change, failure of third-party infrastructure, internet outages or Payment Network failure;
• "Merchant" means any business, organisation or entity using the Platform or Services;
• "Merchant Materials" means any content, data, branding, images, logos or other materials uploaded to or used on the Platform by the Merchant;
• "Partner" means any authorised reseller, ISO, white-label provider or commercial distribution partner approved by Splink;
• "Payment Network" means any card scheme, clearing system or payment network including Visa, Mastercard, American Express, SEPA or equivalent systems;
• "Payment Processor" means any third-party processor, acquirer or regulated entity facilitating the processing or settlement of Transactions;
• "Platform" means the Splink hosted software platform, mobile applications, terminal applications, APIs and associated infrastructure;
• "Services" means all software, payment, onboarding, orchestration, reporting, support and associated services provided by Splink; and
• "Transaction" means any payment, refund, reversal, payout or chargeback processed through the Platform.

4. ELIGIBILITY AND ACCEPTANCE

1. You may only use the Platform if you are legally capable of entering into binding agreements, you are duly authorised to act on behalf of the Merchant, and all information supplied is accurate, complete and current. By accessing or using the Platform, you represent and warrant that these conditions are satisfied.
2. By accessing or using the Platform, you: represent and warrant that you have full authority to bind the Merchant to these Terms; agree to comply with these Terms and all applicable policies; and acknowledge that continued use of the Platform following any amendment to these Terms constitutes acceptance of the amended Terms.
3. Splink may amend these Terms at any time by publishing updated Terms on the Platform or by notifying you electronically. Updated Terms become effective immediately upon publication unless otherwise stated. Where amendments are material, Splink will use reasonable endeavours to provide advance notice. It is the Merchant's responsibility to review these Terms regularly.

5. SERVICES

1. Splink provides software and payment infrastructure enabling Merchants to accept payments, create payment links and QR codes, onboard merchants digitally, deploy and manage terminal applications, integrate payment functionality into external systems, and manage reporting and analytics.
2. Splink will use commercially reasonable efforts to maintain availability of the Platform. However, the Merchant acknowledges that uninterrupted access cannot be guaranteed, that outages and interruptions may occur due to maintenance, updates or circumstances beyond Splink's control, and that third-party infrastructure and Financial Services Providers may impact availability.
3. Splink reserves the right to modify, suspend or discontinue any feature or element of the Services at any time, with or without notice, where reasonably necessary for security, regulatory compliance, operational stability, fraud prevention, or the fulfilment of legal obligations. Splink shall not be liable to the Merchant for any such modification, suspension or discontinuation.

6. DIGITAL ONBOARDING SERVICES

1. Splink may provide digital onboarding functionality, including application forms, identity verification, KYC and KYB data collection, risk assessment and document collection. Such processes are carried out as a condition of access to the Platform and to satisfy requirements imposed by Splink's Financial Services Providers and acquiring partners, and not pursuant to any regulatory obligation imposed directly on Splink. The Merchant agrees to provide accurate, complete and up-to-date information in connection with the onboarding process.
2. Where the onboarding services are integrated with a third-party CRM or Partner platform, onboarding data may be exchanged between systems, the Partner or Merchant may remain responsible for operational workflows, and Splink may rely on data provided by third parties in connection with its verification and risk assessment processes.
3. Splink reserves the right, at any time and without liability, to request additional information from the Merchant, conduct enhanced due diligence, reject or delay onboarding applications, suspend onboarding flows, or re-verify Merchant information periodically. The Merchant's failure to provide requested information within five (5) business days may result in rejection of the application or suspension of the Account.

7. PAYMENT SERVICES

1. Splink facilitates payment services through Financial Services Providers and Payment Processors. Transactions processed through the Platform may include card payments, account-to-account payments, SEPA payments, ACH payments, refunds, reversals and chargebacks.
2. Settlement of funds is performed by applicable acquiring banks or Payment Processors and remains subject to their terms and conditions. Splink does not hold settlement funds on behalf of Merchants unless expressly agreed in writing, does not guarantee the performance of any Payment Processor, and is not liable for settlement delays caused by processors, acquiring banks or banking systems.
3. Splink reserves the right to block or decline Transactions, delay or withhold settlement, impose reserves, suspend payment processing, or conduct fraud reviews where Splink reasonably determines this to be necessary for fraud prevention, risk management, adherence to Payment Network Rules, or where required by Splink's Financial Services Providers in connection with their AML, CTF or sanctions compliance obligations. Splink may exercise these rights without prior notice to the Merchant.
4. Splink may offset any amounts owed by the Merchant, including in respect of Chargebacks, refunds, Fees, fines or penalties, against settlement amounts due to the Merchant. Where Splink does not itself control settlement funds, Splink may instruct its Financial Services Providers to delay, withhold or adjust settlement for as long as reasonably necessary to manage risk, fraud exposure or compliance obligations, and the Merchant consents to Splink issuing such instructions on its behalf.

8. TERMINALS AND TERMINAL APPLICATIONS

1. Splink may provide terminal applications, configuration services, remote management tools and deployment services to Merchants as part of the Services. Where payment terminals are supplied by third parties, including Adyen, Financial Services Providers or authorised hardware vendors, Splink does not guarantee compatibility with all third-party devices or environments.
2. Splink may deploy updates to terminal applications remotely, configure terminal environments, and suspend terminal functionality where required for security, compliance or operational reasons. The Merchant shall ensure that terminals are used in accordance with Splink's instructions and applicable Payment Network Rules.

9. PROCESSOR TERMS

1. Use of the Services may require acceptance of separate Payment Processor terms ("Processor Terms"). Processor Terms constitute a separate legal agreement between the Merchant and the applicable Payment Processor or acquirer. Splink is not a party to the Processor Terms and has no obligations to the Merchant thereunder.
2. Splink may replace Payment Processors, add additional processors, or reroute Transactions without prior notice where operationally, legally or commercially necessary. Continued use of the Platform following any such change constitutes the Merchant's acceptance of the updated processor arrangements and any applicable Processor Terms.

10. ACCEPTABLE USE

1. The Merchant shall use the Platform and Services in compliance with all applicable laws, regulations and Payment Network Rules, and only for lawful and genuine commercial purposes. Without limiting the generality of the foregoing, the Merchant shall not:
   1. use the Platform to process Transactions relating to unlawful, prohibited or high-risk goods or services;
   2. submit fraudulent, fictitious or unauthorised Transactions;
   3. misuse, reverse-engineer or tamper with APIs, integrations or Platform infrastructure;
   4. attempt to gain unauthorised access to any part of the Platform, any Account not belonging to the Merchant, or any Splink systems or networks;
   5. upload or transmit malicious code, viruses, worms or any software intended to interfere with the Platform or any connected systems;
   6. use the Platform in a manner that imposes an unreasonable or disproportionate load on Splink's infrastructure;
   7. use the Platform to transmit unsolicited communications or engage in any form of data harvesting;
   8. use or display Splink's name, branding, trade marks or intellectual property without prior written consent; or
   9. facilitate, assist or enable any third party to do any of the foregoing.
2. The Merchant remains solely responsible for the management of customer disputes, refunds and Chargebacks, and for the delivery of all goods and services sold through the Platform.

11. MERCHANT OBLIGATIONS

1. The Merchant shall at all times: maintain accurate and up-to-date account information and promptly notify Splink of any material change to the Merchant's business, ownership, financial position or activities; comply with all applicable laws, Payment Network Rules and regulatory requirements; maintain appropriate customer service, refund and complaints handling processes; and ensure that all Transactions processed through the Platform relate to genuine, lawful goods and services supplied by the Merchant.
2. The Merchant shall implement and maintain appropriate data protection measures in compliance with GDPR, the Data Protection Acts 1988-2018 and all applicable successor legislation, and shall ensure that all End Customer data is kept secure and confidential.
3. The Merchant warrants to Splink that all Merchant Materials uploaded to or used on the Platform are lawful, accurate and do not infringe the rights of any third party, including intellectual property rights, privacy rights or rights of publicity. The Merchant shall indemnify Splink against all claims arising from any breach of this warranty.
4. The Merchant shall not submit, copy, supply, resell, distribute or make available to any person any information, data or communications received from Splink without Splink's prior written consent.
5. The Merchant confirms that Splink may publicise the Merchant's use of the Platform in marketing campaigns, proposals to prospective customers and advertising materials, subject to the Merchant's right to withdraw this consent on reasonable written notice to Splink.

12. PCI DSS COMPLIANCE

1. Merchants who process, store or transmit payment card data must comply with all applicable Payment Card Industry Data Security Standards (PCI DSS), Payment Network security requirements and acquiring bank requirements. The Merchant shall not store, transmit or process cardholder data except in strict compliance with PCI DSS and applicable Payment Network Rules.
2. Splink reserves the right to request evidence of PCI DSS compliance at any time and may suspend or restrict access to payment processing services where the Merchant fails to demonstrate or maintain such compliance. The Merchant shall promptly notify Splink of any actual or suspected compromise of cardholder data or breach of PCI DSS requirements.

13. DATA PROTECTION AND PRIVACY

1. Splink processes Personal Data in connection with the provision of the Services in accordance with the Privacy Policy, which is incorporated into these Terms by reference. The Merchant agrees to the terms of the Privacy Policy and, where applicable, to enter into any data processing agreement required under Applicable Data Protection Laws.
2. Depending on the context, Splink may act as Data Controller or Data Processor in relation to Personal Data processed through the Platform. Where Splink acts as a Data Processor on behalf of the Merchant, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR, the terms of which will govern the processing of Personal Data by Splink on the Merchant's behalf. In the absence of a separately executed data processing agreement, Splink's Privacy Policy shall govern such processing to the extent permitted by law.
3. The Merchant is responsible for ensuring that it has a lawful basis for providing Personal Data to Splink and for notifying its End Customers of the processing of their Personal Data in connection with Transactions processed through the Platform.

14. FEES AND PAYMENT

1. Fees applicable to the Merchant for use of the Services may be set by Splink or by an authorised Partner or reseller, as applicable. Fees may include transaction fees, monthly or periodic platform fees, terminal fees, support fees, Chargeback fees and reserve or compliance-related fees.
2. Fees may be invoiced separately, deducted directly from settlement proceeds, or collected through authorised Partners. Splink reserves the right to vary Fees upon reasonable notice to the Merchant. The Merchant's continued use of the Services following notification of a Fee change constitutes acceptance of the revised Fees.
3. Splink reserves the right to withhold settlement, impose a reserve or suspend the Merchant's Account where any Fees, Chargebacks or other amounts are outstanding and unpaid.

15. CHARGEBACKS, FRAUD AND RISK MANAGEMENT

1. The Merchant remains fully liable for all Chargebacks, disputes, reversals, scheme fines and fraud losses arising in connection with Transactions processed through the Platform, regardless of the reason for or timing of any such Chargeback or reversal. The Merchant shall promptly reimburse Splink for all amounts paid or incurred by Splink in connection with Chargebacks or disputes.
2. Splink and its Financial Services Providers may monitor Transactions for fraud, risk management and financial crime purposes, including to support the AML and CTF compliance obligations of Financial Services Providers. Splink may investigate suspicious activity, impose reserves, restrict or delay settlement, or suspend the Merchant's Account where elevated risk is identified. Splink shall not be liable to the Merchant for any loss or damage arising from the exercise of these risk controls.
3. Where Chargeback, refund or fraud rates exceed thresholds acceptable to Splink or required by applicable Payment Networks or Financial Services Providers, Splink reserves the right to impose additional restrictions, delay settlement, terminate the Services, and report the Merchant's activity to the relevant Payment Networks or processors.

16. INTELLECTUAL PROPERTY

1. All intellectual property rights in the Platform, software, APIs, terminal applications, documentation, branding, analytics tools, and content created by Splink remain the exclusive property of Splink or its licensors. Nothing in these Terms transfers any ownership interest in Splink's intellectual property to the Merchant.
2. Splink grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to use the Platform and Services during the term of these Terms, solely for the Merchant's own internal business purposes and in accordance with these Terms. The Merchant shall not sublicence, assign, copy, modify, adapt, reverse-engineer or create derivative works from the Platform or any part of it without Splink's prior written consent.
3. The Merchant retains ownership of all Merchant Materials. By uploading Merchant Materials to the Platform, the Merchant grants Splink a non-exclusive, royalty-free licence to use, host and display such materials solely as necessary to provide the Services.

17. SUPPORT

1. Splink will use commercially reasonable efforts to provide support to Merchants in relation to the Platform through available support portals, email channels or Partner support arrangements. Support availability may vary depending on the Merchant's service tier, applicable Partner arrangements and operational requirements.
2. The Merchant is solely responsible for providing first-line support to its End Customers in relation to goods and services purchased through the Platform. Splink's support obligations extend to the operation of the Platform and Services only, and do not include support in relation to the Merchant's products, services or business operations.

18. LIABILITY

1. To the maximum extent permitted by applicable law, Splink excludes all liability for: indirect, special, incidental, punitive or consequential loss; loss of profits, revenue or business; loss of data or goodwill; business interruption; processor or banking delays; and failures of third-party infrastructure, networks or services, whether arising in contract, tort (including negligence), statute or otherwise, even if Splink has been advised of the possibility of such losses.
2. The Platform is provided on an "as is" and "as available" basis. Splink makes no representation or warranty, express or implied, as to the fitness for purpose, merchantability, accuracy, reliability or uninterrupted availability of the Platform or that the Platform will be compatible with all external systems or free from errors, viruses or other harmful components.
3. Splink's total aggregate liability to the Merchant arising from or in connection with these Terms, whether in contract, tort, statute or otherwise, shall not exceed the total Fees paid by the Merchant to Splink during the twelve (12) months immediately preceding the event giving rise to the claim.
4. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

19. INDEMNITY

1. The Merchant shall defend, indemnify and hold harmless Splink and its officers, directors, employees, agents and contractors against all claims, actions, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising from or in connection with: the Merchant's use of the Platform or Services; any breach of these Terms; any fraudulent, unlawful or negligent act or omission of the Merchant; any Chargebacks, disputes or reversals; any breach of applicable law or Payment Network Rules; and any claim by a third party arising from the Merchant's business activities or Merchant Materials.

20. FORCE MAJEURE

1. Neither party shall be liable to the other for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party: promptly notifies the other party of the Force Majeure Event and its expected duration; uses reasonable endeavours to mitigate the effects of the Force Majeure Event; and resumes performance as soon as reasonably practicable.
2. For the avoidance of doubt, Force Majeure Events include failures of Payment Networks, acquiring banks or third-party payment infrastructure, regulatory interventions, and internet or telecommunications outages that are outside Splink's reasonable control. Financial hardship or commercial difficulty shall not constitute a Force Majeure Event.
3. If a Force Majeure Event continues for a period of more than thirty (30) days, either party may terminate the affected Services on written notice to the other party, without liability to the other.

21. TERMINATION

1. Splink may suspend or terminate the Merchant's access to the Platform and Services with immediate effect, without prior notice and without liability, where: the Merchant has breached these Terms or any applicable policy; fraud, money laundering, or elevated chargeback or fraud risk is identified; suspension or termination is required by a Payment Network, Financial Services Provider or regulatory authority; the information provided by the Merchant during onboarding is found to be inaccurate or misleading; or the Merchant becomes insolvent, enters administration, receivership or liquidation, or ceases trading.
2. The Merchant may cease use of the Services at any time, subject to providing reasonable notice to Splink and settling all outstanding Fees, Chargebacks and other amounts owing.
3. Following termination of these Terms for any reason: the Merchant's licence to use the Platform shall terminate immediately; Splink may retain reserves and delay settlement for such period as Splink reasonably determines to be necessary to manage Chargeback exposure, outstanding liabilities or compliance obligations; Splink may continue to exercise its rights of set-off and deduction; and Sections 10, 11, 15, 16, 18, 19, 23 and 24 shall survive termination.

22. REGULATORY COMPLIANCE

1. The Merchant shall at all times comply with all laws and regulations applicable to its business and to its use of the Services, including Payment Network Rules and any obligations imposed on the Merchant by its own regulators or licences. Where the Merchant is itself subject to AML, sanctions or financial services regulation, it shall ensure its use of the Platform is consistent with those obligations. The Merchant shall implement and maintain such internal compliance policies and procedures as are required by applicable law or by the Merchant's own regulatory obligations.
2. Splink may disclose information about the Merchant, its Account and Transactions where required to do so by law, regulatory authority, court order, Payment Network or Financial Services Provider. The Merchant consents to such disclosure and shall not hold Splink liable for any loss arising therefrom.
3. The Merchant shall promptly notify Splink of any actual or suspected breach of applicable financial crime law by the Merchant, any regulatory investigation involving the Merchant, or any material change in the Merchant's business, ownership or risk profile that may affect the Merchant's continued access to the Services or the requirements of Splink's Financial Services Providers.

23. DISPUTE RESOLUTION

1. In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute by negotiation in good faith. Either party may initiate the dispute resolution process by providing written notice to the other party setting out the nature of the dispute and the resolution sought.
2. If the parties are unable to resolve the dispute within thirty (30) days of such written notice (or such longer period as the parties may agree in writing), either party may refer the dispute to mediation administered by a mutually agreed mediator or, failing agreement, by a mediator appointed by the Centre for Effective Dispute Resolution (CEDR) in accordance with its mediation rules.
3. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights pending the outcome of the dispute resolution process.

24. GOVERNING LAW AND JURISDICTION

1. These Terms shall be governed by and construed in accordance with the laws of Ireland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland in respect of any dispute arising out of or in connection with these Terms, save that either party may seek urgent interim relief in any court of competent jurisdiction.

25. GENERAL

1. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy and any applicable commercial agreement, constitute the entire agreement between Splink and the Merchant relating to the subject matter hereof and supersede all prior representations, negotiations, agreements and understandings.
2. Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision shall be deemed severed from these Terms and the remaining provisions shall continue in full force and effect.
3. Waiver. No failure or delay by Splink in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise thereof.
4. Set-Off. Splink may at any time, without notice, set off any amounts owed by the Merchant to Splink (including Fees, Chargeback amounts, fines or penalties) against any amounts payable by Splink to the Merchant.
5. Assignment. Splink may assign or transfer its rights and obligations under these Terms to any affiliate or successor entity or in connection with a merger, acquisition or sale of assets, without the Merchant's consent. The Merchant may not assign or transfer its rights or obligations under these Terms without Splink's prior written consent.
6. Notices. Notices under these Terms shall be given in writing by email to [email protected] (in the case of Splink) or to the email address registered to the Merchant's Account (in the case of the Merchant). Notices shall be deemed received upon confirmation of delivery.
7. Relationship of Parties. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between Splink and the Merchant.

26. COMPLAINTS

1. If you have a complaint regarding the Services, you may contact Splink at [email protected]. Splink will acknowledge receipt of your complaint and will aim to investigate and respond within 14 working days. Where a complaint is complex, Splink will notify you of this and provide a revised timeframe.
2. Where a complaint relates to a Financial Services Provider, Splink may direct or escalate the complaint to the relevant provider as appropriate. Nothing in this section affects your statutory rights.

27. CONTACT