SOFTWARE-AS-A-SERVICE (SaaS) LICENSE AGREEMENT

Version 4 | August 2026

This Software-as-a-Service License Contract (the “SaaS License Contract” or simply the “Contract”) is concluded by and between the legal entity operating under the SDK.finance brand and identified as the Licensor in the Terms Sheet to this Contract (“SDK.finance” or the “Licensor”), and the Licensee whose details are set out in the INFORMATION ABOUT THE LICENSEE section of this Contract (the “Licensee”).

For the purposes of this Contract, the Licensor and the Licensee may each be individually referred to as a “Party” and collectively as the “Parties”.

By executing this Contract, each Party acknowledges that it has read, understood and agreed to be bound by all terms and conditions contained herein.

INFORMATION ABOUT THE LICENSEE

Information	Details
Company name
Country of incorporation
Company address
Company registration number
VAT ID number
Company representative name
Company representative capacity
Company representative email
Company shareholding structure / persons with significant control (25%+)
Company email for correspondence
Company email for billing
Company website
Licensee’s Product Name (the Licensee’s Product in connection with which the right to access and use the Software is granted)

TERMS SHEET

DETAILS OF THE PARTIES
Licensor
Licensee	The Licensee whose details are set out in the “Information About the Licensee” section of this Contract.
SAAS LICENSE CONTRACT
Effective Date
Term	The Contract enters into force on the Effective Date. The initial Subscription Period shall commence on the Subscription Start Date specified in the applicable Product-Specific SaaS Schedule and shall continue for the Minimum Subscription Term specified therein, unless terminated earlier in accordance with this Contract.
Software	The Software Products and Software Components specified in the applicable Product-Specific SaaS Schedule (Annex B).
Intellectual Property	Ownership of the Software and the scope of the licence granted under this Contract are governed by Clause 3.
Licensee’s Product	As specified in the Information About the Licensee chart.
LICENSE TERMS
License Model	Software-as-a-Service (SaaS) subscription licence.
License Territory	Worldwide, subject to the terms of this Contract and any limitations specified in the applicable Annex.
Deployment / Hosting Model	Governed by Clause 6 and Appendix 3 (Hosting and Security Schedule).
COMMERCIAL TERMS
Setup Fee	As specified in Annex A (Commercial Price Book) and the applicable Product-Specific SaaS Schedule.
Subscription Fee	As specified in Annex A (Commercial Price Book) and the applicable Product-Specific SaaS Schedule.
Transaction Fee	As specified in Annex A (Commercial Price Book) and the applicable Product-Specific SaaS Schedule, where applicable.
Posted Ledger Event Fee	As specified in Annex A (Commercial Price Book) and the applicable Product-Specific SaaS Schedule, where applicable.
Minimum Subscription Term	As specified in the applicable Product-Specific SaaS Schedule.
Payment Terms	Governed by Clause 8 and the applicable Annex(es).
SERVICES AND OPERATIONS
Support Services	As specified in Appendix 1 (Support and Service Levels).
Support Business Hours	As specified in Appendix 1.
Updates and Upgrades	Provided in accordance with Clause 10.
Data Processing	Where the Licensor processes personal data on behalf of the Licensee, such processing shall be governed by Appendix 2 (Data Processing Agreement).
Hosting and Security	Governed by Clause 6 and Appendix 3 (Hosting and Security Schedule).

DEFINITIONS USED IN THE CONTRACT

“Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting rights or the power to direct the management and policies of such entity.

“API / Application Programming Interface” means the application programming interfaces forming part of the Software that enable the Licensee to access, integrate with and utilise Software functionality through documented protocols, endpoints, tools and technical specifications.

“Back-end” means the server-side software comprising the business logic, processing functionality and APIs of the Software.

“Back-office” means the administrative user interface used to configure, manage and administer the Software.

“Billable Transaction” means any successfully completed transaction or operation processed or executed through the SDK.finance Transaction Platform that is subject to a Transaction Fee under Annex A. Unless otherwise specified in Annex B, failed, rejected, cancelled or otherwise unsuccessful transactions or operations shall not constitute Billable Transactions. The number of Billable Transactions shall be determined based on the records generated by the Software.

“Business Day” means Monday through Friday, excluding public holidays observed at the Licensor’s primary place of business. Unless expressly stated otherwise, references to Business Days do not define Support Business Hours.

“Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Contract that is designated confidential or reasonably should be understood to be confidential by its nature or circumstances of disclosure, including Software, Documentation, business, technical, financial, security and proprietary information.

“Contract” means this SaaS License Contract, including the Terms Sheet, Appendices, Annexes, schedules and amendments executed by the Parties.

“Development Environment / DEV” means a non-production instance of the Software made available for development, configuration, integration, testing and other non-production purposes.

“Documentation” means manuals, user guides, API documentation, implementation guides, configuration materials, release notes and other materials made available by the Licensor describing the Software.

“Effective Date” means the date on which this Contract has been executed by both Parties, unless another date is expressly specified in the Terms Sheet.

“Licensee Data” means all data, content, records and other information submitted to, stored within, transmitted through or otherwise processed through the Software by or on behalf of the Licensee or its authorised users, including data relating to the Licensee’s customers and end users.

“Licensee’s Product” means distinct product, platform or service developed, operated or offered by the Licensee in connection with which access to the Software is granted and which is identified in the Information About the Licensee chart.

“Licensor” means the legal entity operating under the SDK.finance brand identified as the Licensor in the Terms Sheet and authorised to provide access to and license the Software under this Contract.

“Production Environment / PROD / LIVE” means the live production instance of the Software made available for operation of the Licensee’s Product and processing of live production activities and transactions.

“Posted Ledger Event” means one unique Journal Entry in the Production Environment that has successfully completed the applicable posting validations of the SDK.finance General Ledger and transitioned to “POSTED” status. One Journal Entry constitutes one Posted Ledger Event irrespective of the number of debit or credit entries, accounts, currencies, source records or mapping rules comprised in that Journal Entry. A Journal Entry that has not transitioned to “POSTED” status shall not constitute a Posted Ledger Event. For billing purposes, duplicate messages, repeated API calls, retries and reprocessing attempts shall not constitute additional Posted Ledger Events unless they result in an additional distinct Journal Entry transitioning to “POSTED” status. A reversal, correction or adjustment shall constitute a separate Posted Ledger Event where it results in a separate Journal Entry transitioning to “POSTED” status. Where multiple Journal Entries are submitted or processed as part of a batch, each individual Journal Entry that transitions to “POSTED” status shall constitute a separate Posted Ledger Event. Journal Entries processed solely in Development, test, sandbox, demonstration or other non-Production Environments shall not constitute Posted Ledger Events.

“SDK.finance General Ledger / General Ledger” means the double-entry general ledger Software Product designed to receive business events from the SDK.finance Transaction Platform or other source systems and convert them into balanced and auditable journal entries, as further described in the Documentation.

“SDK.finance Transaction Platform / Software Platform for Transaction Processing / SPTP” means the SDK.finance software platform designed for development and operation of digital financial products and services, consisting of the Software Components specified in the applicable Product-Specific SaaS Schedule and Documentation.

“Setup Fee” means the one-time, non-refundable fee payable in connection with initial setup and provisioning of the Software environments, as specified in the applicable Annex.

“Software / Software Products / SDK.finance Product Suite” means the software products made available under the SDK.finance brand, including the SDK.finance Transaction Platform, SDK.finance General Ledger and other products identified in the applicable Product-Specific SaaS Schedule.

“Software Components” means the individual functional components, modules, interfaces or other elements comprising a Software Product, including Back-end APIs, Back-office interfaces, End-User Interfaces, Merchant Portal interfaces and other components identified in the applicable Product-Specific SaaS Schedule.

“Subscription Fee” means the recurring fee payable for continued access to and use of the applicable Software during the Subscription Period.

“Subscription Period” means the period during which the Licensee is entitled to access and use the Software, subject to payment of applicable fees and compliance with this Contract.

“Subscription Start Date” means the date on which the Subscription Period commences, being the Effective Date unless another date is expressly specified in Annex B.

“Support Business Hours” means the hours during which the Licensor ordinarily provides Support Services, as specified in Appendix 1.

“Support Services” means technical support, maintenance, incident investigation, assistance and other support services provided to the extent specified in this Contract and Appendix 1.

“Transaction Fee” means the usage-based fee payable for each Billable Transaction processed through the SDK.finance Transaction Platform, at the applicable rate specified in Annex A.

“Posted Ledger Event Fee” means the usage-based fee payable for each Posted Ledger Event processed through the SDK.finance General Ledger at the applicable rate specified in Annex A.

“Updates” means modifications, enhancements, fixes, patches, security updates or revisions to the Software released to improve functionality, performance, security, reliability or usability without constituting a materially new Software Product.

“Upgrades” means new versions or substantial enhancements that introduce significant improvements, additional functionality, architectural changes or new features beyond those generally available in the existing version.

“User Interface / UI” means any graphical, web-based or mobile interface through which users interact with Software functionality.

1. GRANT OF SAAS LICENSE

1.1. Subject to payment of all applicable fees and compliance with this Contract, the Licensor grants the Licensee, during the Subscription Period, a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software on a SaaS basis solely for the operation of the Licensee’s Product.

1.2. The licence is granted per Licensee’s Product. Unless expressly stated otherwise in an Annex, access granted for one Licensee’s Product may not be used to operate a separate product, platform or service.

1.3. The Licensee may permit its employees, contractors and authorised users to access the Software solely on its behalf and remains responsible for their compliance with this Contract.

1.4. No Source Code or ownership rights are transferred or licensed to the Licensee under this Contract. Any source-code licence must be granted under a separate Source Code License Contract.

1.5. Except to the extent expressly permitted by mandatory law, the Licensee shall not sublicense, sell, rent, lease, distribute or make the Software available as a standalone product to third parties; reverse engineer, decompile or disassemble the Software; remove proprietary notices; use the Software to develop a competing software product; circumvent technical or access restrictions; or use the Software unlawfully.

2. SCOPE OF LICENSE AND USE

2.1. The Software Products and Software Components made available to the Licensee, the applicable environments, or any additional conditions and/or usage limitations shall be specified in Annex B.

2.2. The Licensee may integrate the Software with third-party systems and service providers at its own responsibility. Unless expressly agreed otherwise, the Licensor is not responsible for the availability, security, performance, regulatory status or acts or omissions of third-party systems or providers.

2.3. The Licensee is responsible for its business configuration, workflows, end-user relationships, customer communications and operational use of the Software.

2.4. The Licensor may apply reasonable technical measures to protect the Software, maintain service integrity, prevent abuse, verify compliance with the agreed scope of use and measure usage for billing purposes, including monitoring usage volumes and maintaining access, transaction and system logs, in each case subject to applicable data protection requirements. Such measures shall not involve access to Licensee Data beyond what is reasonably necessary for those purposes and shall not materially reduce the contracted functionality without justification.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. Except for the limited SaaS access rights expressly granted under this Contract, all right, title and interest in and to the Software, Documentation, Updates, Upgrades and related intellectual property rights remain vested in TechFin UAB and/or its applicable licensors. Where the Licensor is an SDK.finance entity other than TechFin UAB, the Licensee acknowledges that such Licensor is authorised by TechFin UAB to provide and license access to the Software under this Contract.

3.2. Nothing in this Contract transfers ownership of the Software or any intellectual property rights to the Licensee.

3.3. All generic developments, enhancements, configurations, features, integrations, fixes, Updates and Upgrades developed by or for the Licensor in connection with the Software shall remain the property of TechFin UAB and/or the applicable rights holder, even where developed following a request from the Licensee, unless the Parties expressly agree otherwise in writing.

3.4. The Licensee retains all right, title and interest in Licensee Data and in materials independently owned by the Licensee and supplied to the Licensor.

3.5. If a third party claims that the unmodified Software, when used in accordance with this Contract, infringes its intellectual property rights, the Licensor shall, subject to prompt written notice, control of the defence and reasonable cooperation by the Licensee, defend the claim and indemnify the Licensee against damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Licensee modifications, combinations not supplied or approved by the Licensor, use contrary to Documentation or this Contract, or continued use after the Licensor has provided a non-infringing alternative.

3.6. If an infringement claim is made or reasonably anticipated, the Licensor may procure continued use rights, modify or replace the affected Software, or, if neither is commercially reasonable, terminate the affected subscription and refund any prepaid Subscription Fees attributable to the unused period.

4. DATA AND PRIVACY

4.1. The Licensee retains ownership of Licensee Data and is responsible for the legality, accuracy and integrity of Licensee Data and for ensuring that it has all necessary rights, notices, consents and lawful bases for its processing.

4.2. The Licensee shall retain control of and responsibility for its databases and transactional data. Such databases and transactional data shall remain hosted within infrastructure controlled by or on behalf of the Licensee and shall not be hosted by the Licensor. To the extent the Licensor processes Licensee Data in connection with the provision of the Software, Support Services or other functionality under this Contract, such processing shall be governed by this Contract and, where applicable, Appendix 2.

4.3. To the extent the Licensor processes personal data on behalf of the Licensee, Appendix 2 (Data Processing Agreement) applies and forms an integral part of this Contract.

4.4. The Licensor may process business contact, account, billing, security and compliance information as an independent controller where necessary to administer the contractual relationship, protect the Software, comply with law and conduct reasonable corporate KYC or sanctions screening.

4.5. The Licensee shall maintain appropriate security for its credentials and promptly notify the Licensor of any actual or suspected unauthorised access, compromise or security incident relevant to the Software.

5. COMMUNICATION AND COOPERATION

5.1. The Parties shall use the official correspondence details in the Terms Sheet for contractual notices and the support channels specified in Appendix 1 for technical support.

5.2. Each Party shall provide reasonably timely information and cooperation necessary for implementation, support, security and incident handling.

5.3. The Licensee shall ensure that personnel interacting with the Licensor have sufficient authority and technical competence for the relevant matter.

6. SOFTWARE INFRASTRUCTURE, HOSTING AND SECURITY

6.1. The Licensor shall provide the Software environments specified in Annex B. The Licensor shall be responsible for hosting and operating the Software application layer and other infrastructure expressly under its control. The Licensee shall be responsible for hosting, operating and securing its databases and transactional data, including database infrastructure, access controls, backups and recovery, unless expressly agreed otherwise in writing by the Parties.

6.2. Where the Licensor hosts any part of the Software, it may use reputable cloud and infrastructure providers, including AWS, and may change providers or regions where reasonably necessary, subject to applicable data protection obligations and the requirements of Appendix 3.

6.3. The Licensee shall timely provide configuration information, credentials and materials reasonably required for setup. Delay in providing such information may correspondingly delay implementation or go-live.

6.4. Each Party is responsible for the security of systems and credentials under its control. The Licensor is not responsible for incidents caused by Licensee-controlled infrastructure, databases, credentials, integrations or configurations except to the extent caused by the Licensor’s breach of this Contract.

6.5. The security measures applicable to Licensor-controlled processing and infrastructure are set out in Appendix 3.

7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. The Licensor shall provide access to the Software substantially in accordance with this Contract, maintain the Software in accordance with its standard development and release practices, and provide Support Services as specified in Appendix 1.

7.2. The Licensee shall use the Software in accordance with this Contract and Documentation; maintain qualified personnel and appropriate operational controls; cooperate in incident investigation; keep its contact and billing information current; and pay all applicable fees when due.

7.3. The Licensee is solely responsible for its end users, business model, regulated activities, KYC/AML programme, sanctions compliance, fraud controls, consumer disclosures, licensing and regulatory permissions, integrations and operational decisions.

7.4. The Licensee shall not use the Software for fraudulent, unlawful or unauthorised purposes or in a manner that materially threatens the security, availability or integrity of the Software or infrastructure.

8. FEES, PAYMENT AND TAXES

8.1. The Licensee shall pay the Setup Fee, Subscription Fees, Transaction Fees, Posted Ledger Event Fees and any other agreed fees in accordance with Annex A and Annex B.

8.2. Invoices shall be issued according to the applicable billing cycle and are payable within the payment period stated in Annex A or Annex B.

8.3. Unless expressly stated otherwise, fees are exclusive of applicable taxes. Each Party shall bear its own taxes and banking charges imposed on it by applicable law or its financial institutions. The Licensee shall pay any VAT, sales, use or similar indirect taxes properly chargeable on the services, excluding taxes on the Licensor’s net income.

8.4. The Licensee shall notify the Licensor in writing of any good-faith dispute concerning an invoice within ten (10) Business Days after receipt of the invoice, specifying the disputed amount and reasonable details of the basis for the dispute. The Licensee shall timely pay all undisputed amounts. If no such notice is provided within that period, the invoice shall be deemed accepted, except in the case of manifest error. The Parties shall cooperate in good faith to resolve any properly notified dispute.

8.5. If any undisputed amount remains unpaid after its due date, the Licensor may issue a payment reminder and written notice of intended suspension. If payment remains outstanding for ten (10) calendar days after such notice, the Licensor may suspend access until all overdue amounts and any applicable reactivation fee are paid.

8.6. If payment remains outstanding for thirty (30) calendar days after suspension, the Licensor may issue a written deletion notice providing at least fifteen (15) calendar days for the Licensee to settle all outstanding amounts and, where applicable, request an export of Licensee Data held in Licensor-controlled environments. Any such export may be conditioned upon payment of all overdue undisputed amounts and shall be provided, where technically available and legally permitted, in a standard format reasonably available to the Licensor. Custom data extraction, transformation, migration or other professional services are not included and may be subject to additional fees. Following expiry of that period, the Licensor may permanently delete Licensor-controlled environments and data, subject to applicable law and Appendix 2.

8.7. Following permanent deletion, any new environment shall be subject to the applicable New Setup Fee stated in Annex A.

8.8. Unless expressly agreed otherwise, all fees are non-refundable and no prorated refunds are provided for unused subscription periods.

8.9. The Licensee shall remain liable for the applicable minimum Subscription Term commitment notwithstanding early termination by the Licensee, except where the Licensee terminates for an uncured material breach by the Licensor.

9. SUPPORT AND SERVICE LEVELS

9.1. Support Services are governed by Appendix 1.

9.2. Support response and mitigation/workaround periods stated in Appendix 1 are service targets, not warranties or guaranteed resolution commitments, unless expressly identified as binding service levels in Annex B.

9.3. Support does not include implementation, training, bespoke development or professional services unless expressly included in Annex B or separately agreed.

9.4. The Licensee shall provide sufficient diagnostic information reasonably requested by the Licensor, including logs, timestamps, screenshots, API requests/responses and reproduction steps, subject to applicable security and data protection requirements.

9.5. The Licensor may make available, as part of or in connection with the Software, a cloud-based AI-assisted functionality known as the SDK.finance Product Assistant (“Product Assistant”). The Product Assistant is a read-only informational tool designed to assist authorised users in understanding and using the Software, including its interfaces, functionality, roles, APIs and integration scenarios, by generating responses based on Documentation and other product-related knowledge sources made available or approved by the Licensor. The Product Assistant does not execute transactions, initiate payments, modify Software configurations or data, make decisions on behalf of the Licensee, or independently access Licensee databases or transaction records. It does not constitute or replace Support Services, professional services, financial, legal, regulatory or compliance advice, or operational support relating to particular end users, transactions or incidents. The Product Assistant may use third-party cloud-based artificial intelligence, large language model and related technology providers (“AI Service Providers”) to process user queries and generate responses. The Licensor may appoint, replace or otherwise change AI Service Providers in accordance with Appendix 2 where their activities involve processing personal data on behalf of the Licensee. The Licensee acknowledges that responses generated by the Product Assistant may be incomplete, inaccurate or not applicable to a particular configuration or use case and shall be independently verified where appropriate against the applicable Documentation or through Support Services. The Licensor does not warrant the accuracy, completeness or suitability of individual Product Assistant responses.

9.6. The Product Assistant is intended solely for product-related questions concerning the use and functionality of the Software and is not intended as a channel for submitting information relating to specific end users, transactions, accounts, payments or operational incidents. The Licensee shall ensure that its authorised users do not submit through the Product Assistant: (a) personal data relating to the Licensee’s customers, end users or other individuals that is not reasonably necessary for the authorised user’s use of the Product Assistant, provided that limited business-user identification and technical metadata may be processed automatically as necessary to provide the Product Assistant; (b) KYC/KYB information, identity documents, photographs or biometric data; (c) transaction data, account balances, account, card or wallet numbers, payment details or other financial information relating to particular persons or transactions; (d) passwords, API keys, authentication tokens, secrets, credentials or other security-sensitive information; (e) information subject to banking, payment, professional or other legally protected secrecy obligations; or (f) information concerning particular customer cases, transactions or security incidents. Where prohibited or sensitive information is submitted, the Licensor may, to the extent technically feasible, reject, block, redact, restrict, quarantine or delete the relevant query or content and may direct the user to an appropriate secure Support Services channel. Any automated filtering, detection or redaction functionality is provided as a risk-reduction measure only, and the Licensor does not warrant that such functionality will identify, prevent transmission of or remove all prohibited or sensitive information.

9.7. Subject to applicable data protection and confidentiality requirements, the Licensor may process Product Assistant queries, generated responses and associated technical metadata for the purposes of: (a) providing and securing the Product Assistant; (b) generating and delivering responses; (c) troubleshooting and investigating errors, misuse and security issues; (d) monitoring performance and quality; (e) maintaining audit and operational records; and (f) improving the Product Assistant, its instructions, retrieval mechanisms, knowledge base, Documentation and response quality. The Licensor may use aggregated or anonymised information derived from Product Assistant interactions for product analytics and improvement purposes, provided such information does not identify the Licensee, its users or other individuals and cannot reasonably be used to reconstruct Licensee Confidential Information. The Licensor shall not intentionally permit raw Product Assistant conversations containing Licensee Data or personal data to be used by an AI Service Provider to train or fine-tune general-purpose models for that provider or third parties, unless the Licensee has expressly agreed to such use in writing. Nothing in this paragraph prevents processing by an AI Service Provider to the extent technically necessary to generate the requested response, maintain security or provide the contracted AI service, subject to the applicable data protection and confidentiality requirements.

10. UPDATES AND UPGRADES

10.1. The Licensor may release Updates and Upgrades at its discretion and does not guarantee a specific release frequency.

10.2. The Licensor may apply Updates to Development Environments in accordance with its standard release practices. Production changes that may materially affect availability shall be scheduled with reasonable notice where practicable, except for urgent security, legal or stability measures.

10.3. The Licensee shall review Release Notes and cooperate with reasonable testing and deployment requirements. Where the Licensee controls any database or infrastructure affected by an Update, it is responsible for appropriate backups and rollback capabilities.

10.4. The Licensor is not required to maintain indefinitely any obsolete or deprecated version, feature, API or integration, provided that material deprecations affecting Production use are communicated with reasonable notice where practicable.

11. FEATURE DEVELOPMENT AND PROFESSIONAL SERVICES

11.1. The Software is provided as a standard product. The Licensor is not obliged to develop custom features, enhancements or integrations unless separately agreed.

11.2. Any agreed bespoke work may be subject to separate scope, fees, timelines and acceptance terms.

11.3. Unless otherwise expressly agreed in writing, developments that form part of or are reusable with the Software remain the property of TechFin UAB and/or the applicable rights holder and may be made available to other customers.

11.4. The Licensor retains control over its product roadmap, architecture and development priorities.

12. WARRANTY; REGULATORY DISCLAIMER

12.1. The Licensor warrants that it has the right and authority to grant the SaaS access rights under this Contract.

12.2. The Licensor warrants that, during the Subscription Period, the Software will materially conform to the Documentation when used in accordance with this Contract. The Licensee’s exclusive remedy for a breach of this warranty is for the Licensor to use commercially reasonable efforts to correct the material non-conformity through Support Services.

12.3. The warranty does not apply to issues caused by Licensee-controlled infrastructure, third-party systems, unauthorised modifications, misuse, failure to follow Documentation, unsupported configurations or factors outside the Licensor’s reasonable control.

12.4. Except as expressly stated in this Contract and to the maximum extent permitted by law, the Software is provided without other warranties, conditions or representations, whether express, implied or statutory, including implied warranties of merchantability, satisfactory quality or fitness for a particular purpose.

12.5. SDK.finance is a software technology vendor. Neither the Licensor nor TechFin UAB acts under this Contract as a bank, payment institution, electronic money institution, financial institution, custodian, payment processor, regulated financial services provider, legal adviser, regulatory adviser or outsourced compliance provider.

12.6. The Software is a technology tool and does not itself provide regulated financial services or guarantee compliance with any law, licence, regulatory requirement, accounting rule or business objective. The Licensee remains solely responsible for determining and maintaining the legal and regulatory compliance of its business and use of the Software.

13. CONFIDENTIALITY

13.1. Each Party shall keep the other Party’s Confidential Information confidential and use it only as necessary to perform or exercise rights under this Contract.

13.2. A receiving Party may disclose Confidential Information to its Affiliates, employees, professional advisers, contractors and service providers who need to know it and are subject to confidentiality obligations, and where required by law or competent authority.

13.3. Confidential Information does not include information that is or becomes public without breach; was lawfully known without restriction before disclosure; is lawfully received from a third party without confidentiality restriction; or is independently developed without use of the Confidential Information.

13.4. Each Party shall apply at least reasonable care to protect Confidential Information. Upon termination, each Party shall return or destroy Confidential Information on reasonable request, subject to legal retention requirements and routine backup systems.

13.5. The confidentiality obligations survive termination for five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

14. PUBLICITY AND MARKETING

14.1. The Licensor may reference the Licensee’s name and its use of SDK.finance in customer lists and factual marketing communications, provided no Licensee Confidential Information is disclosed.

14.2. For case studies, press releases, use of the Licensee’s logo or other substantive marketing materials, the Licensor shall provide the proposed material to the Licensee for review. The Licensee shall have ten (10) Business Days to object on reasonable grounds relating to factual accuracy, brand guidelines, confidentiality or regulatory restrictions. If no response is received within that period, the material shall be deemed approved.

14.3. The Licensee is not obliged to provide testimonials, interviews or other active promotional participation.

14.4. Unless otherwise agreed, materials lawfully published before termination may remain in historical marketing materials, provided they are not materially misleading.

15. LIABILITY AND INDEMNITIES

15.1. Nothing in this Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

15.2. Subject to Clause 15.1, neither Party shall be liable for indirect, special, incidental, consequential, exemplary or punitive loss, or for loss of profit, revenue, anticipated savings, business opportunity or goodwill, except to the extent such loss forms part of a third-party claim covered by an express indemnity.

15.3. Subject to Clause 15.1 and any liability that cannot lawfully be limited, the Licensor’s aggregate liability arising out of or in connection with this Contract shall not exceed the greater of (a) the Setup Fee actually paid by the Licensee and (b) the Subscription Fees actually paid by the Licensee to the Licensor during the twelve (12) months immediately preceding the event giving rise to the claim.

15.4. The Licensee shall indemnify the Licensor and its Affiliates, directors, officers and employees against third-party claims, liabilities, damages, costs and reasonable legal fees arising from the Licensee’s unlawful use of the Software, violation of third-party rights, Licensee Data, or regulated activities conducted by or on behalf of the Licensee, except to the extent caused by the Licensor’s breach of this Contract.

15.5. The IP infringement indemnity in Clause 3.5 is the Licensor’s exclusive indemnity obligation in respect of third-party intellectual property claims concerning the Software and is subject to the exclusions and limitations of liability set out in this Clause 15, including the aggregate liability cap in Clause 15.3.

16. FORCE MAJEURE

16.1. Neither Party shall be liable for failure or delay in performing obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, governmental action, epidemic, labour disruption, widespread utility, cloud, telecommunications or internet failure, or cyberattack not caused by that Party’s failure to maintain reasonable security.

16.2. The affected Party shall notify the other Party without undue delay and use commercially reasonable efforts to mitigate the effects and resume performance.

17. TERM, RENEWAL, SUSPENSION AND TERMINATION

17.1. This Contract enters into force on the Effective Date. The Subscription Period for the applicable Software shall commence on the Subscription Start Date and continue for the Minimum Subscription Term specified in Annex B.

17.2. Following the minimum Subscription Term, the Contract renews month-to-month unless Annex B specifies another renewal period. Either Party may terminate a month-to-month renewal by at least thirty (30) calendar days’ written notice.

17.3. Either Party may terminate for material breach if the breaching Party fails to remedy a remediable breach within thirty (30) calendar days after written notice specifying the breach.

17.4. The Licensor may suspend access immediately where reasonably necessary to prevent fraud, unlawful use, material security risk, infringement of intellectual property rights, or to comply with law. Where practicable, the Licensor shall provide notice and an opportunity to remedy.

17.5. Non-payment suspension and deletion are governed by Clause 8.

17.6. Upon expiry or termination, the Licensee’s right to access and use the Software ceases, subject to any agreed transition or data-export period. Outstanding payment obligations remain due.

17.7. Clauses concerning intellectual property, accrued payment obligations, confidentiality, liability, dispute resolution and provisions intended by their nature to survive shall survive termination.

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1. This Contract and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales.

18.2. The Parties shall first attempt in good faith to resolve any dispute through negotiations for thirty (30) calendar days following written notice of the dispute.

18.3. The courts of England and Wales shall have exclusive jurisdiction. The Parties may mutually agree to mediation, including under the CEDR Model Mediation Procedure, before commencing proceedings.

19. OTHER CONDITIONS

19.1. Entire Agreement. This Contract constitutes the entire agreement concerning its subject matter and supersedes prior proposals, communications and understandings relating to that subject matter.

19.2. Order of Precedence. In case of conflict, the following order applies unless expressly stated otherwise: (1) a signed amendment; (2) Annex B; (3) the Terms Sheet; (4) Appendix 2 for data protection matters and Appendix 3 for security/hosting matters; (5) the main body of this Contract; and (6) Annex A.

19.3. Amendments. Any amendment must be in writing and signed by authorised representatives of both Parties, except operational or technical information that this Contract expressly permits to be updated through Documentation or notices.

19.4. Notices. Contractual notices shall be in writing and sent to the official correspondence addresses in the Terms Sheet. A notice sent by email is deemed received when transmitted if no automated non-delivery notice is received.

19.5. Electronic Signatures. This Contract may be executed in counterparts and by electronic signature, each of which shall have the same effect as an original signature to the fullest extent permitted by law.

19.6. Severability. If any provision is invalid or unenforceable, it shall be interpreted or severed to the minimum extent necessary without affecting the remaining provisions.

19.7. Waiver. No failure or delay in exercising a right constitutes a waiver. A waiver is effective only if made in writing.

19.8. Assignment. Neither Party may assign this Contract without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, except that the Licensor may assign the Contract to an Affiliate or in connection with a corporate reorganisation, merger, sale of substantially all relevant assets or transfer of the SDK.finance business, upon written notice, provided the assignee assumes the Licensor’s obligations.

19.9. No Partnership. Nothing creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the Parties.

19.10. Language. This Contract is executed in English. Any translation is for convenience only unless expressly agreed otherwise.

19.11. Integral Parts of the Contract. The Terms Sheet, the main body of this Contract and all Appendices and Annexes attached to this Contract together constitute the entire Contract and shall form an integral and binding whole. The Contract, including all such integral parts, shall be executed by the Parties through the single signature block appearing at the end of Annex B. No separate execution or signature of any Appendix or Annex is required unless expressly stated otherwise therein.

APPENDIX 1 – SUPPORT AND SERVICE LEVELS

1.1. Support Business Hours are Monday through Friday, 09:00–18:00 EET/EEST, excluding public holidays observed by the Licensor’s primary support team, unless Annex B states otherwise.

1.2. Support inquiries may be submitted via email or through other designated communication channels notified or agreed by the Parties. The Licensee may also access support resources made available by the Licensor from time to time, including the SDK.finance Knowledge Portal and Product Assistant. Such self-service resources are provided for convenience and do not replace or expand the Support Services or service targets set out in this Appendix.

1.3. To facilitate and accelerate investigation and resolution of a support request, the Licensor may request the Licensee to provide information reasonably necessary for diagnosis, including screenshots, error descriptions, relevant API URLs or endpoints, request bodies, response bodies, logs, timestamps, screen recordings, reproduction steps and other relevant technical information. The Licensee shall avoid providing personal data, credentials, authentication tokens or other sensitive information unless reasonably necessary and requested through an appropriate secure channel.

1.4. The Licensor shall prioritise support requests having regard to their severity, affected environment and operational impact, with Blocker issues affecting the Production Environment receiving the highest priority.

Severity	Description	Initial Response Target	Mitigation / Workaround Target
Blocker – Production	Production Environment is unavailable or primary functionality is materially unavailable, resulting in material service disruption and no reasonable workaround is available.	4 Support Business Hours	1 Business Day
Critical – Production	Material impairment of functionality in the Production Environment, but the service remains operational or a reasonable workaround is available.	1 Business Day	5 Business Days
Development / Pre-Production	Issue affecting a Development or Pre-Production Environment without material impact on live Production operations.	2 Business Days	10 Business Days
Minor / General Support	General questions, cosmetic issues or other matters having no material operational impact.	2 Business Days	In accordance with normal support and product planning

1.5. The response and mitigation/workaround periods set out above are service targets only and do not constitute guaranteed resolution commitments, warranties or conditions of this Contract, unless expressly designated as binding service levels in the applicable Product-Specific SaaS Schedule. Such targets are subject to the nature and complexity of the issue, the Licensee’s timely cooperation, the availability of information reasonably required for investigation, third-party dependencies, and applicable testing, deployment and release requirements. Final resolution of an issue may require additional investigation, development, testing or release activities and may therefore occur after the applicable mitigation/workaround target.

1.6. Initial response targets are measured during Support Business Hours. Mitigation/workaround targets expressed in Business Days are measured in accordance with the definition of Business Day. All applicable targets pause while the Licensor reasonably awaits information, access, confirmation or action from the Licensee.

1.7. Targets do not apply to issues caused by Licensee-controlled infrastructure or databases, third-party providers, unauthorised changes, misuse, force majeure, scheduled maintenance, unsupported configurations or failure to implement required security or compatibility measures.

1.8. Unless Annex B expressly designates a target as a binding SLA with a stated remedy, the targets are operational service objectives and do not create service credits, penalties or warranties.

1.9. Support Services do not include implementation assistance, training, data migration, bespoke development, regulatory advice or other professional services unless expressly included in Annex B or separately agreed in writing. Such services may be subject to additional fees.

APPENDIX 2 – DATA PROCESSING AGREEMENT

This Appendix applies only to the extent the Licensor processes personal data on behalf of the Licensee in connection with the Contract.

2.1. Roles. For such processing, the Licensee acts as controller and the Licensor acts as processor, unless applicable law requires a different allocation for a specific processing activity.

2.2. Processing Details. The subject matter is the provision, application-layer hosting, support, maintenance and security of the Software and any related processing of personal data necessary for those purposes; duration is the Subscription Period plus any permitted retention period; nature and purpose are those necessary to provide the contracted SaaS services.

2.3. Instructions. The Licensor shall process personal data only on documented instructions from the Licensee, including this Contract, unless required by applicable law, in which case it shall inform the Licensee before processing unless prohibited by law.

2.4. Confidentiality. The Licensor shall ensure persons authorised to process personal data are subject to appropriate confidentiality obligations.

2.5. Security. The Licensor shall implement appropriate technical and organisational measures, taking into account the nature, scope, context and purposes of processing and the risks to individuals. Appendix 3 describes baseline measures.

2.6. Sub-processors. The Licensee grants general authorisation for the Licensor to engage sub-processors necessary to provide the services, including cloud infrastructure, hosting, support and, where applicable, AI Service Providers used in connection with the Product Assistant. The Licensor may appoint, replace or otherwise change its sub-processors from time to time. The Licensor shall maintain and make available to the Licensee upon request a current list of material sub-processors. The Licensor shall impose on each sub-processor data protection obligations as required by applicable data protection law and shall remain responsible for the performance of its sub-processors to the extent required by applicable law. Where applicable data protection law requires notification of changes concerning sub-processors or provides the Licensee with a right to object to such changes, the Licensor shall comply with such requirements to the extent legally required.

2.7. International Transfers. Where personal data subject to the EU GDPR or UK GDPR is transferred internationally without an applicable adequacy mechanism, the Parties shall implement an appropriate lawful transfer mechanism, including applicable Standard Contractual Clauses and/or the UK International Data Transfer Addendum where required. Where such transfer mechanism is required, the applicable Standard Contractual Clauses and/or UK International Data Transfer Addendum shall be deemed incorporated into this Appendix by reference to the extent necessary to provide a lawful transfer mechanism, and the Parties shall complete or execute any additional information reasonably necessary to give effect to them.

2.8. Data Subject Requests. Taking into account the nature of processing, the Licensor shall provide reasonable assistance to enable the Licensee to respond to requests by data subjects where the Licensee cannot reasonably fulfil the request without such assistance.

2.9. Security Incidents. The Licensor shall notify the Licensee without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the Licensee and shall provide information reasonably available to assist the Licensee with its legal obligations.

2.10. Compliance Assistance. Taking into account the nature of processing and information available, the Licensor shall provide reasonable assistance concerning security, breach notification, DPIAs and prior consultation obligations applicable to the processing.

2.11. Deletion or Return. Upon termination and at the Licensee’s written choice, the Licensor shall delete or return personal data processed on behalf of the Licensee, unless applicable law requires retention, subject to technical limitations of backup systems and the data-export/deletion process in Clause 8.

2.12. Audit Information. The Licensor shall make available information reasonably necessary to demonstrate compliance with applicable processor obligations and permit reasonable audits no more than once annually, unless required by a competent authority or following a material incident. Audits shall be subject to reasonable notice, confidentiality, security and non-disruption requirements and may be satisfied through independent reports or certifications where appropriate.

2.13. Conflict. For personal data processing matters, this Appendix prevails over inconsistent provisions of the main Contract.

2.14. Product Assistant Processing. Personal data processed through Product Assistant queries, responses and associated technical metadata shall be processed by the Licensor as processor on behalf of the Licensee to the extent such processing is undertaken for the purpose of providing, securing, maintaining or supporting the Product Assistant. Such processing may include business-user identifiers or roles, timestamps, Software version, environment, interface context, query and response content, quality indicators, error information and escalation status. The Licensee instructs the Licensor to process such data for the purposes described in Clause 9.7. The Licensor may generate and use aggregated or anonymised information from Product Assistant interactions in accordance with Clause 9.7, provided that the resulting information does not constitute personal data and does not identify or reasonably permit identification of the Licensee or disclose Licensee Confidential Information.

2.15. Product Assistant Retention. Identifiable Product Assistant interaction data and associated technical logs shall be retained only for so long as reasonably necessary for the purposes described in Clause 9.7 and in accordance with the Licensor’s applicable retention policy communicated or otherwise made available to the Licensee. Thereafter, such data shall be deleted or anonymised, subject to applicable legal, security, backup and dispute-related retention requirements. Aggregated or anonymised information that no longer constitutes personal data may be retained for product analytics, Documentation and Product Assistant improvement purposes.

APPENDIX 3 – HOSTING AND SECURITY SCHEDULE

3.1. Architecture. The Software is provided using an architecture under which the Licensor hosts and operates the Software application layer and the Licensee retains control of and responsibility for its databases and transactional data. The Licensee shall host its databases within infrastructure controlled by or on behalf of the Licensee and shall be responsible for the configuration, security, access control, availability and operation of such database infrastructure.

3.2. Access Control. For Licensor-controlled systems, the Licensor shall maintain role-based access controls, authentication controls appropriate to risk, access revocation procedures and least-privilege principles.

3.3. Security Operations. The Licensor shall maintain reasonable vulnerability management, patching, logging and monitoring practices for systems under its control.

3.4. Encryption. Where technically appropriate, Licensor-controlled production data shall be protected in transit using industry-standard encryption and at rest using cloud/platform encryption or equivalent controls.

3.5. Backups and Recovery. Each Party shall be responsible for backup and recovery of the systems, infrastructure and data under its control. Without limiting the foregoing, the Licensee shall be responsible for maintaining appropriate backups and recovery capabilities for its databases and transactional data.

3.6. Incident Management. Each Party shall maintain reasonable incident response procedures for systems under its control and cooperate in investigating material incidents affecting the Software or Licensee Data.

3.7. Third-Party Infrastructure. The Licensor may use cloud, communications, monitoring and support providers. Availability or performance failures originating solely in third-party infrastructure are subject to the exclusions and force majeure provisions of the Contract, except to the extent the Licensor failed to exercise reasonable care in provider selection or configuration.

3.8. Changes. The Licensor may modify its security controls as technology and risks evolve, provided the overall level of protection is not materially reduced during the Subscription Period.

ANNEX A – COMMERCIAL PRICE BOOK

Item	Rate	Commercial Terms / Billing Basis
Setup Fee (one-time, non-refundable)		One-time fee, non-refundable. Includes access to the Software Components specified in Annex B for the first three (3) months commencing on the Subscription Start Date.
Subscription Fee per month		Monthly, commencing upon expiry of the first three (3) months following the Subscription Start Date.
Transaction Platform Transaction Fee	per Billable Transaction	Accrues based on the total number of Billable Transactions during each calendar month and is invoiced monthly in arrears.
General Ledger Posted Ledger Event Fee	per Posted Ledger Event	Accrues based on the total number of Posted Ledger Events during each calendar month and is invoiced monthly in arrears.
Reactivation Fee	€2,500	Following suspension where applicable under the Contract.
New Setup Fee	€5,500	For establishment of a new Software environment following permanent deletion.
Invoice Frequency	—	Monthly.
Payment Due Date	—	Within twenty (20) calendar days from the invoice date.
Minimum Subscription Term	—	Twelve (12) months from the Subscription Start Date, unless Annex B states otherwise.
Refund Policy	—	Unless expressly agreed otherwise, all fees are non-refundable.

ANNEX B – PRODUCT-SPECIFIC SAAS SCHEDULE

Item	Deal-Specific Terms
Licensee’s Product(s) Name(s)	As identified in Information About the Licensee chart
Software Product(s)	SDK.finance Transaction Platform SDK.finance General Ledger Both
Software Components	Product 1 — SDK.finance Transaction Platform Back-End APIs Back-Office End-User Interfaces (Web / iOS / Android) Merchant Portal Interfaces Product 2 — SDK.finance General Ledger Back-End APIs Back-Office
Subscription Start Date	Effective Date Other:
Minimum Subscription Term	Twelve (12) months
Setup Fee	As per Annex A
Subscription Fee	As per Annex A
Development Environment	Included
Production Environment	Included
Special Terms (if any)	None Other:

PRODUCT DESCRIPTION

Product 1 — SDK.finance Transaction Platform

• Back-End APIs — RESTful APIs supporting platform functionality.
• Back-Office — web-based administrative interface for system configuration and operational management.
• End-User Interfaces (Web / iOS / Android) — interfaces for customer interaction, including onboarding and account operations.
• Merchant Portal Interfaces — interfaces enabling merchant-related operational functionality.

Product 2 — SDK.finance General Ledger

• Back-End APIs — RESTful APIs supporting general ledger functionality.
• Back-Office — web-based administrative interface for configuration and operational management.

The SDK.finance General Ledger provides double-entry journal management functionality, including chart of accounts, journal entries, accounting balances and turnovers, accounting reports, reconciliation support, audit-ready financial records and accounting integration capabilities.

The exact Software Products and Software Components made available to the Licensee under the Subscription are those specified in this Annex B. Product Documentation and setup guides made available by the Licensor form part of the Documentation but do not expand the scope of the Software made available to the Licensee unless expressly stated otherwise in this Annex B.

SETUP INFORMATION

For setup of the Development and Production Environments, the Licensee shall timely provide the configuration information, credentials, branding materials and other inputs reasonably requested by the Licensor in the applicable setup guide or implementation communications. Any delay or incompleteness may correspondingly delay provisioning or go-live.

EXECUTION OF THE CONTRACT

The Terms Sheet, main body of this Contract, Appendices and Annexes to this Contract, including:

(a) Appendix 1 – Support and Service Levels;
(b) Appendix 2 – Data Processing Agreement;
(c) Appendix 3 – Hosting and Security Schedule;
(d) Annex A – Commercial Price Book;
(e) Annex B – Product-Specific SaaS Schedule,

form an integral and binding part of this Contract.

By signing below, each Party confirms that it has reviewed and agrees to be bound by this Contract in its entirety, including the Terms Sheet, the main body of this Contract and all Appendices and Annexes listed above. The signatures below constitute execution of the entire Contract, and no separate signature of any Appendix or Annex is required unless expressly stated otherwise therein.

LICENSOR	LICENSEE
By: _____________________	By: _____________________
Name:	Name:
Capacity: Director	Capacity: