Merchant Terms
& Conditions

The following terms and conditions (the "Terms") form a legal agreement between you (referred to as "you," "your," or the "Merchant") and the SplitPay entity identified in the applicable Purchase Order (referred to as "SplitPay," "we," "us," or "our").

These Terms govern (i) your access to and use of the technology and services provided by SplitPay and, where applicable, (ii) your provision of catering, hospitality, food, and beverage services to customers at your Establishments (the "Users") on our behalf.

By signing a Purchase Order and/or accessing, using, or providing any services described in these Terms, you acknowledge that you have read, understood, and agreed to these Terms, together with any policies or additional terms referenced in connection with the Services.

SplitPay provides technology and payment solutions intended to improve the User experience at your Establishments (the "SplitPay Services") and enables Users to access and use some or all of the features included in the Solution.

Where applicable and in order to use the Solution, excluding any PDQ Application where relevant, you agree that catering and hospitality services (the "Your Services") may be provided to Users on behalf of SplitPay. SplitPay may appoint you to provide such services, in which case you will act as SplitPay's disclosed agent solely for the purposes described in these Terms.

Section 1 — Definitions

For purposes of these Terms, the following definitions apply:

• "Agreement" means the legal agreement between SplitPay and the Merchant consisting of these Terms, the applicable Purchase Order, the Privacy Policy, and any additional or special conditions provided by SplitPay and accepted by the Merchant.
• "Anomaly" means any failure of the Solution to materially conform to the applicable Documentation.
• "Beneficiary Companies" means companies within the same corporate group or franchise network that receive or use SplitPay Services and for which the Merchant has obtained all required authority and approvals to enter into these Terms.
• "Back-office Platform" means the SplitPay web-based software-as-a-service interface made available to the Merchant. Together with applicable QR Code Applications and payment applications, it enables the Merchant to access and manage the SplitPay Services.
• "Merchant Account" means an account that allows the Merchant to manage and control access to SplitPay Services for one or more Establishments, including the ability to create different levels of access for authorized personnel.
• "Data" means any information, records, content, or other data that the Merchant provides to SplitPay or makes available to SplitPay in connection with the SplitPay Services or Your Services.
• "Digital Fee" means any fee charged to Users for accessing or using the Solution.
• "Documentation" means any manuals, instructions, technical specifications, operating procedures, or other documentation provided by SplitPay regarding the use of the SplitPay Services or the provision of Your Services to Users.
• "Effective Date" means the date specified in the applicable Purchase Order on which the Agreement becomes effective. Where no Purchase Order is required under Section 3.2, the Effective Date will be the date on which the applicable service or product is purchased by the Merchant.
• "Establishment(s)" means any location or venue open to the public where the Merchant provides food and/or beverage services, including restaurants, bars, festivals, food courts, stadiums, entertainment venues, and similar businesses.
• "Fees" means all amounts payable by the Merchant to SplitPay for the SplitPay Services.
• "Order" means an order placed by a User at an Establishment.
• "Payment Link" means a SplitPay feature that enables a Merchant to electronically send a payment link to a customer for the purchase of catering or hospitality services.
• "Payment Service Provider" means a secure third-party payment processor or financial service provider used to process transactions between SplitPay, the Merchant, and/or Users.
• "PDQ Application" means any SplitPay payment application made available through a compatible payment processing device.
• "Pre-Requirements" means the technical, operational, hardware, software, connectivity, and other requirements necessary to install and operate the Solution and SplitPay Services.
• "Purchase Order" means a document signed by the parties describing the SplitPay Services purchased by the Merchant and the applicable commercial terms.
• "QR Code Application" means the SplitPay payment solution made available to Users through a Quick Response Code or similar digital access method.
• "Solution" means the SplitPay Services, SplitPay Applications, software, technology, payment functionality, and any other products or services provided by SplitPay to Users and/or Merchants.
• "SplitPay Check-In" means any service that allows Users to make online reservations through a SplitPay interface connected to a third-party booking provider, simplify check-in, and/or facilitate faster checkout.

For clarity, additional definitions may be included elsewhere in these Terms when applicable to a specific section. Any capitalized terms not otherwise defined will have the meanings assigned to them in the applicable Purchase Order.

Section 2 — Services Provided by SplitPay

2.1 Availability of Services

SplitPay will provide the SplitPay Services in accordance with the applicable Purchase Order and these Terms. Unless expressly stated otherwise, SplitPay Services are provided on a non-exclusive basis.

2.2 Service Availability and Support

Except during scheduled maintenance or circumstances outside of SplitPay's reasonable control, SplitPay Services are intended to be available on a continuous basis.

If the SplitPay Services experience a malfunction, interruption, or Anomaly, the Merchant should notify SplitPay through the designated support channel. SplitPay will use commercially reasonable efforts to investigate the issue and restore the affected Services as soon as reasonably practicable.

Additional information regarding technical support, maintenance, and troubleshooting may be provided in the applicable Documentation.

Section 3 — Subscription and Onboarding

3.1 Acceptance of Terms

By signing a Purchase Order for SplitPay Services, the Merchant agrees to be bound by these Terms. Certain products or services may be subject to additional terms and conditions. Any such additional terms will form part of the Agreement when accepted by the Merchant.

3.2 Products Purchased Through the Platform

Certain portions of the SplitPay Solution, including payment links or other optional products, may not require a separate Purchase Order and may instead be purchased directly through the Back-office Platform.

Before completing any such purchase, the Merchant will be provided with the applicable commercial terms and conditions through the relevant SplitPay interface.

3.3 Merchant Requirements

To access and use the SplitPay Services, the Merchant must:

• Accept and comply with the Agreement, including all applicable Documentation and additional terms.
• Provide all documentation and information reasonably requested by SplitPay, which may include business licenses, identification documents, tax information, VAT or sales-tax information, food and alcohol licenses where applicable, banking information, business details, and other information necessary for onboarding, compliance, payment processing, or accurate invoicing.
• Maintain accurate and current banking and payment information and remain solely responsible for ensuring that the information supplied to SplitPay is correct.
• Meet all applicable Pre-Requirements to ensure that the Merchant's hardware, POS system, software, internet connection, and other equipment are compatible with the Solution.
• Notify SplitPay at least thirty (30) days before changing its POS system or other material technology that may affect compatibility with the Solution, where technically possible.

If the Merchant changes its POS provider or system in a manner that is incompatible with the Pre-Requirements, SplitPay may terminate the Agreement in accordance with Section 5.

Where SplitPay Check-In is enabled, the Merchant may be required to provide SplitPay with the necessary API credentials or access information from its existing third-party reservation or booking provider.

SplitPay Check-In may be configured to allow Users to:

• make online reservations through a SplitPay interface connected to a third-party booking platform;
• complete or simplify the check-in process; and/or
• complete checkout more efficiently.

The Merchant acknowledges that SplitPay may communicate with Users following a reservation or check-in. Such communications may include payment links, instructions, notifications, or other information intended to facilitate the User's payment or checkout experience.

3.4 Invoicing and Receipts

The Merchant authorizes SplitPay, where applicable, to issue invoices and/or receipts to Users for catering or hospitality services provided through Orders paid using the QR Code Application.

Where necessary, SplitPay may also issue amended invoices or receipts relating to canceled or adjusted Orders.

The Merchant may dispute an invoice or receipt issued by SplitPay within three (3) business days after its issuance. If no dispute is submitted within that period, the invoice or receipt will be deemed accepted by the Merchant.

The Merchant remains responsible for storing and retaining invoices and receipts in accordance with all applicable laws and regulations.

Section 4 — Use of SplitPay Services

4.1 Merchant Access

The Merchant must establish a Merchant Account and provide accurate and current information regarding its business and Establishments, including applicable locations, menus, pricing, Beneficiary Companies, and other information required by SplitPay.

Upon registration or activation, SplitPay may provide the Merchant with login credentials and a temporary password. The Merchant is responsible for changing the temporary password when required and maintaining appropriate password security.

Login credentials are personal to the authorized user and must not be shared with unauthorized individuals.

If login credentials are lost, compromised, or suspected of being used without authorization, the Merchant must notify SplitPay promptly so that appropriate credentials can be issued or access can be restricted.

The Merchant is responsible for determining which employees, contractors, or other representatives within its organization may access the Merchant Account and what level of access each individual should receive.

The Merchant must ensure that all authorized users comply with these Terms and all applicable SplitPay policies.

SplitPay will not be responsible for losses or damages resulting from the Merchant's failure to maintain appropriate account security or comply with these requirements.

4.2 Use of SplitPay Services, Solution, and Merchant Services

4.2.1 Merchant Information and Orders

The Merchant must ensure that all information relating to its business and Establishments remains accurate and current. This includes, where applicable:

• menus;
• prices;
• product availability;
• ingredients;
• allergens;
• business information;
• operating information; and
• other information displayed to Users through the Solution.

The Merchant must properly fulfill Orders placed by Users in accordance with the applicable terms communicated by SplitPay and all laws, regulations, health requirements, food-safety standards, and other rules applicable to the Merchant's operations.

4.2.2 Payments

Users may be able to pay for all or part of an Order through SplitPay Applications using supported payment methods.

SplitPay will provide the Merchant with information regarding payments processed through the SplitPay system in accordance with the applicable Solution and payment-processing arrangements.

Section 5 — Term and Termination

5.1 Agreement Term

The Agreement begins on the Effective Date and remains in effect until all applicable Purchase Orders have expired or been terminated, unless otherwise provided in the Agreement.

5.2 Termination for Material Breach

Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to remedy the breach within five (5) days after receiving written notice describing the breach.

If the breach is not cured within the applicable period, the non-breaching party may terminate the Agreement immediately, without limiting any other rights or remedies available under the Agreement or applicable law.

A material breach may include, without limitation, changing the Merchant's POS provider or system to one that is incompatible with the Solution in violation of the applicable Pre-Requirements.

5.3 Notice of Termination

Any termination notice must be delivered in accordance with the applicable Purchase Order.

5.4 Consequences of Termination

Upon termination of the Agreement for any reason:

• The Merchant must immediately stop using the SplitPay Services and Solution, discontinue any applicable services provided on behalf of SplitPay, and stop using SplitPay-related communication materials and systems.
• SplitPay will be entitled to collect all Fees and other amounts accrued under the Purchase Order or Agreement, including charges relating to payments processed through SplitPay between the date termination is notified and the date the Services are actually disabled.
• Any amounts owed to the Merchant for Your Services, subject to applicable deductions, fees, adjustments, chargebacks, or other amounts permitted under the Agreement, will be paid after termination in accordance with the applicable payment terms.
• Any provisions that by their nature are intended to survive termination will remain effective, including provisions concerning confidentiality, intellectual property, liability, indemnification, and ownership.

Section 6 — Fees and Payment

6.1 Fees

The applicable Purchase Order will specify the Fees and payment terms applicable to the Merchant.

Where applicable, SplitPay may charge a service fee on digital payments processed through the QR Code Application or other SplitPay payment functionality (the "Service Fee").

6.2 Amounts Payable to Merchant

Where SplitPay processes transactions on behalf of the Merchant, SplitPay will pay the Merchant the applicable transaction amount less the applicable Service Fee and any other deductions expressly permitted under the Agreement (the "SplitPay Payable Amount").

The Merchant acknowledges that SplitPay's obligation to remit amounts relating to User transactions is subject to SplitPay receiving the corresponding funds from the applicable Users or payment processor.

Amounts due under the applicable Purchase Order or invoices will be payable according to the payment schedule established in the Agreement.

6.3 SplitPay Invoices

Unless otherwise specified in the Purchase Order, invoices issued by SplitPay are due and payable within thirty (30) days of the invoice date.

6.4 Additional Services

SplitPay may provide additional services requested by the Merchant. Unless otherwise agreed, such services will be subject to a prior quotation and may result in additional charges.

6.5 Billing Disputes

Questions or disputes relating to invoices should be submitted to SplitPay through the designated billing or support contact.

Any billing dispute must be raised within thirty (30) days after the Merchant receives the applicable invoice. If the Merchant does not dispute the invoice within that period, the invoice may be deemed accepted.

6.6 User Fees

SplitPay may charge Users a Digital Fee or other applicable fee for accessing or using the Solution, where permitted by applicable law and the applicable product terms.

Section 7 — Intellectual Property and Ownership

7.1 SplitPay Property

7.1.1 Ownership of SplitPay Technology

SplitPay retains all ownership rights, including intellectual property rights, in and to its websites, applications, brands, trademarks, logos, domain names, technology, software, hardware infrastructure, Solution, SplitPay Services, documentation, and other materials supplied or developed by SplitPay in connection with the Agreement.

During the term of the Agreement, SplitPay grants the Merchant a limited, personal, non-exclusive, non-transferable, and non-sublicensable right to access and use the Solution and SplitPay Services solely for the Merchant's authorized business purposes.

The Merchant may use SplitPay trademarks and branding only as reasonably necessary to communicate the availability or use of the Solution with Users.

Nothing in the Agreement transfers ownership of SplitPay's intellectual property to the Merchant.

The Merchant may not remove, alter, obscure, or modify proprietary notices, copyright notices, trademarks, or other ownership information contained within the Solution.

Unauthorized use of SplitPay's intellectual property may constitute infringement and may be subject to enforcement under applicable law.

7.1.2 Intellectual Property Claims

SplitPay will defend or indemnify the Merchant against a final judgment arising from a third-party claim that the SplitPay trademarks, Services, Solution, or software provided by SplitPay infringe a third party's intellectual property rights, subject to the limitations and conditions of the Agreement.

Except as expressly stated, SplitPay provides no other intellectual property warranties. SplitPay does not guarantee that:

• the Services will always be error-free or continuously available;
• all errors will be corrected;
• the Services will operate with the Merchant's content or applications; or
• the Services will operate with hardware, software, systems, services, or data not supplied or approved by SplitPay.

This section sets forth SplitPay's sole liability and the Merchant's exclusive remedy regarding third-party intellectual property infringement claims.

7.1.3 No Additional Warranties

Except for warranties expressly stated in the Agreement, SplitPay makes no additional warranties regarding the Services.

In particular, SplitPay does not warrant uninterrupted or error-free operation or compatibility with third-party systems, applications, hardware, software, services, or data not provided by SplitPay.

7.2 Merchant Property

7.2.1 Merchant Ownership

The Merchant retains ownership of its Data and all rights relating to information, materials, and content that it provides to SplitPay in connection with its business and use of the Services.

This includes, without limitation, the Merchant's menus, logos, trademarks, designs, photographs, branding, business information, and other materials supplied to SplitPay.

7.2.2 License to Merchant Content

The Merchant grants SplitPay a non-exclusive license to use, reproduce, display, and distribute the Merchant's trademarks, logos, designs, trade names, company names, and other content supplied through the Solution to the extent reasonably necessary to operate, market, promote, and provide the SplitPay Services.

The Merchant also authorizes SplitPay to reference the Merchant's business, trademarks, logos, and related materials in marketing materials, presentations, websites, brochures, case studies, and other promotional materials, subject to applicable law and any restrictions expressly agreed by the parties.

7.2.3 Merchant Representations and Indemnification

The Merchant represents and warrants that it has all rights, licenses, permissions, and authorizations necessary to:

• provide Your Services;
• subscribe to the SplitPay Services;
• use the Solution; and
• upload or provide its content to SplitPay.

The Merchant agrees to indemnify and hold SplitPay harmless from third-party claims, damages, liabilities, losses, costs, and expenses arising from allegations that the Merchant's trademarks, logos, menus, photographs, content, or other materials supplied to SplitPay infringe the rights of another party.

The Merchant is responsible for related defense costs, judgments, settlements, and other expenses to the extent permitted by applicable law.

7.2.4 POS and Transaction Data

To operate the Solution and SplitPay Services, provide real-time payment information, generate statistical and operational information, and improve the Services, the Merchant authorizes SplitPay, subject to applicable law and contractual limitations, to connect to and access the Merchant's POS system, payment systems, aggregators, middleware, and related systems.

The Merchant further authorizes SplitPay to collect and process transaction information relating to activity at the Merchant's Establishments as reasonably necessary to provide and improve the Solution.

Section 8 — Liability and Merchant Responsibilities

8.1 General Liability

Each party is responsible for performing its obligations under the Agreement and may be liable for foreseeable, direct damages resulting from its material failure to perform, partial performance, or improper performance of those obligations, subject to the limitations contained in these Terms.

8.2 SplitPay Liability

If SplitPay materially fails to perform its obligations, the Merchant may seek recovery for direct and proven damages caused by such failure, subject to the exclusions and limitations in the Agreement.

SplitPay will not be liable for indirect, consequential, incidental, special, commercial, reputational, or similar damages, including loss of business opportunities, profits, revenue, goodwill, or expected earnings.

SplitPay will not be liable for failures resulting from the Merchant, a Beneficiary Company, or an Establishment violating these Terms or using the Solution or Services improperly.

To the maximum extent permitted by applicable law, if SplitPay is found liable under the Agreement, its aggregate liability will not exceed the total amount of Fees, excluding taxes, actually invoiced by SplitPay to the affected Establishment(s) during the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Merchant Responsibilities

The Merchant is solely responsible for:

• complying with these Terms, applicable Purchase Orders, additional terms, special conditions, and Documentation;
• maintaining accurate and current Data provided to SplitPay;
• obtaining and maintaining all licenses, permits, registrations, and authorizations required to operate its business and use the Solution;
• ensuring that Beneficiary Companies and Establishments are properly authorized to use the SplitPay Services;
• protecting its Merchant Account and preventing identity theft, unauthorized access, fraud, misuse, or third-party access resulting from the Merchant's failure to comply with these Terms;
• fulfilling Orders submitted by Users through the Solution;
• maintaining accurate menus, prices, product availability, product quality, and other information presented to Users;
• ensuring that Orders are properly prepared and fulfilled;
• providing accurate information regarding ingredients, allergens, calories, and other legally required product information;
• complying with all applicable food safety, health, sanitation, consumer protection, and other laws and regulations;
• complying with payment network requirements and applicable laws relating to the use of the SplitPay Services;
• complying with requirements imposed by SplitPay's Payment Service Provider, where applicable;
• assuming all tax, employment, social-security, licensing, and regulatory consequences associated with the Merchant's business and its use of the Solution; and
• maintaining appropriate food safety and hygiene practices, including applicable HACCP requirements where relevant.

The Merchant acknowledges that SplitPay provides technology designed to facilitate ordering, payment, transaction management, and related processes. SplitPay does not control the Merchant's food preparation, service quality, product availability, staffing, or other operational aspects of the Merchant's business.

The Merchant agrees to defend, indemnify, and hold SplitPay harmless from claims, losses, damages, liabilities, costs, or expenses arising from the Merchant's responsibilities under this Section, to the extent permitted by applicable law.

8.4 Disclaimer of Implied Terms

To the fullest extent permitted by applicable law, any implied terms, conditions, warranties, representations, or obligations relating to the SplitPay Services that are not expressly stated in the Agreement are excluded.

8.5 Internet Connectivity

The Solution may require an active and reliable Internet connection at the Merchant's Establishments.

The Merchant acknowledges the risks associated with Internet connectivity and agrees that SplitPay will not be responsible for interruptions, losses, delays, or damages resulting from the Merchant's inability to maintain an adequate Internet connection.

Section 9 — Personal Data and Privacy

Each party agrees to process personal information in accordance with applicable data protection and privacy laws.

The parties will implement reasonable technical and organizational safeguards designed to protect Personal Data and support the rights of individuals whose information is processed.

Where applicable, the parties will comply with applicable data protection legislation, including the UK Data Protection Act 2018, the EU General Data Protection Regulation ("GDPR"), and other privacy laws that apply to the Services or the parties.

Each party will provide the other with the privacy policies, notices, agreements, and other documentation applicable to its processing activities where reasonably required.

Personal information relating to Merchant employees, personnel, contractors, or representatives that is provided to or collected by SplitPay in connection with the Services will be processed in accordance with SplitPay's applicable Privacy Policy.

The applicable privacy policy will describe, among other matters, the types of information collected, the purposes for which information is used, how information is stored and shared, applicable data subject rights, and available methods for contacting SplitPay or relevant supervisory authorities.

Personal information relating to Users will be processed in accordance with the applicable SplitPay User Privacy Policy, which may be made available through SplitPay's website, applications, or other digital interfaces.

Section 10 — Confidentiality

10.1 Confidential Information

"Confidential Information" includes information relating to the Solution, SplitPay Services, Your Services, business operations, know-how, commercial strategies, organizational plans, financial information, business prospects, technical information, and any information identified as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances in which it was disclosed.

Each party agrees to protect the other party's Confidential Information during the term of the Agreement and for five (5) years following its expiration or termination.

During this period, each party will:

• disclose Confidential Information only to employees, representatives, contractors, or service providers who need the information to perform or receive services under the Agreement;
• ensure that such individuals are subject to confidentiality obligations appropriate to the nature of the information; and
• use reasonable safeguards to prevent unauthorized disclosure or access.

10.2 Exclusions

Confidentiality obligations will not apply to information that the receiving party can demonstrate:

• was already lawfully in its possession before disclosure by the other party and was not subject to a confidentiality obligation;
• was publicly available at the time of disclosure or later became publicly available through no fault of the receiving party;
• was lawfully obtained from a third party that was not prohibited from disclosing it;
• was approved for disclosure in writing by the disclosing party;
• must be disclosed under applicable law, regulation, court order, governmental requirement, or other legal process; or
• must be disclosed to protect the party's legal rights or interests in judicial or administrative proceedings.

Section 11 — Insurance

Each party must be able, upon reasonable request, to demonstrate that it maintains appropriate commercial or civil liability insurance with a financially sound and reputable insurer covering risks and damages arising from its activities and the actions of its employees in connection with the Agreement.

The Merchant is responsible for ensuring that its Establishments and Beneficiary Companies maintain any insurance required under applicable law or the Agreement.

Section 12 — Force Majeure

Neither party will be responsible for delays, losses, interruptions, or failures caused by circumstances beyond its reasonable control ("Force Majeure").

A Force Majeure event may include circumstances such as natural disasters, governmental actions, major infrastructure failures, telecommunications interruptions, widespread Internet outages, labor disruptions, war, terrorism, or other events that could not reasonably have been prevented or controlled by the affected party.

The affected party must notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure event and will use commercially reasonable efforts to minimize its impact.

If the effects of the Force Majeure event continue for more than fifteen (15) consecutive days, either party may terminate the Agreement immediately without further notice or liability for compensation arising solely from the Force Majeure event.

Section 13 — Legal Compliance and Anti-Bribery

13.1 Compliance with Laws

Each party agrees to comply with all laws, regulations, rules, statutes, payment network requirements, and governmental requirements applicable to its performance under the Agreement.

Neither party will knowingly engage in, authorize, or permit any activity that:

• violates applicable law; or
• would cause the other party to violate applicable law in any jurisdiction where the SplitPay Services are provided.

13.2 Anti-Bribery and Anti-Corruption

Each party agrees that it and its employees, officers, directors, agents, partners, contractors, subcontractors, and other persons acting on its behalf ("Associated Persons") will comply with all applicable anti-bribery and anti-corruption laws.

These laws may include, where applicable, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable anti-corruption laws and regulations.

Neither party nor its Associated Persons will offer, authorize, promise, request, or accept any improper payment, benefit, gift, or other advantage intended to improperly influence a business decision or governmental action.

Each party represents that, to its knowledge, neither it nor its Associated Persons have engaged in conduct that would cause the other party to violate applicable anti-bribery or anti-corruption laws.

Section 14 — Miscellaneous

14.1 Governing Law and Disputes

The Agreement will be governed by the laws specified in the applicable Purchase Order or, if no different governing law is specified, by the laws of the jurisdiction designated by SplitPay.

The parties will first attempt in good faith to resolve any dispute arising from the Agreement through amicable discussions.

If the dispute cannot be resolved within thirty (30) days after written notice of the dispute, either party may pursue any remedies available under applicable law in the courts having appropriate jurisdiction.

14.2 Entire Agreement

The Agreement represents the complete understanding between the parties regarding its subject matter and replaces all prior discussions, negotiations, representations, and agreements relating to that subject matter.

If there is a conflict between these Terms and a Purchase Order, the Purchase Order will control to the extent of the conflict unless the parties expressly agree otherwise.

If any provision of the Agreement is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect.

14.3 Changes to the Agreement

SplitPay may modify these Terms or the description of its Services from time to time.

If SplitPay makes a material change, it will provide notice through reasonable means, which may include an announcement on its website, the Back-office Platform, email, or another communication method.

14.4 Assignment

Neither party may assign or transfer its rights or obligations under the Agreement or a Purchase Order without the prior written consent of the other party, which may not be unreasonably withheld.

Notwithstanding the foregoing, either party may transfer or assign the Agreement as part of a merger, acquisition, sale of substantially all of its business or assets, corporate restructuring, or transfer to a subsidiary or affiliate, provided that reasonable notice is provided to the other party.

14.5 Personnel

Employees, contractors, and personnel of each party remain under the exclusive direction, control, and supervision of the party that employs or engages them.

Nothing in the Agreement creates an employment relationship between one party and the personnel of the other party.

14.6 Independent Parties

The parties are independent businesses and contractors.

Nothing in the Agreement creates a partnership, joint venture, employment relationship, agency relationship except where expressly stated for a specific purpose, franchise relationship, or other form of legal association between the parties.

Each party remains responsible for its own business operations, expenses, employees, obligations, and commercial risks.

14.7 Independent Revenue

SplitPay acknowledges that its relationship with the Merchant does not constitute its sole or primary source of revenue and that SplitPay may provide services to other businesses and customers.

14.8 Severability

If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will continue to apply.

The parties will, where appropriate, work in good faith to replace the invalid provision with a valid provision that most closely achieves the original commercial purpose of the affected provision.

14.9 Waiver

A party's failure or delay in enforcing any provision of the Agreement will not constitute a waiver of that provision or prevent the party from enforcing it at a later time.

A waiver of one provision will not constitute a waiver of any other provision.

14.10 Changes in Circumstances

To the extent permitted by applicable law, each party assumes the commercial risks associated with unforeseen changes in circumstances occurring after the Agreement is entered into.

14.11 Third-Party Rights

Except where expressly stated otherwise in the Agreement or required by applicable law, no person or entity that is not a party to the Agreement will have the right to enforce any provision of the Agreement.

Section 15 — Taxes

The parties acknowledge that transactions and services provided under the Agreement may have tax consequences.

Where the applicable Solution requires the Merchant to provide catering or hospitality services in connection with an Order paid through SplitPay:

• The Merchant remains responsible for taxes, VAT, sales taxes, or similar taxes arising from the Merchant's provision of food, beverage, catering, or hospitality services, except to the extent the Agreement or applicable law expressly provides otherwise.
• The Merchant will provide the services associated with Orders placed and paid through the Solution in accordance with the Agreement and applicable law.
• SplitPay may issue invoices or receipts relating to transactions processed through the Solution where authorized or required.
• Each party is responsible for determining and satisfying its own tax reporting, payment, withholding, and compliance obligations arising from its activities under the Agreement.
• Where SplitPay acts as an intermediary or disclosed agent in connection with User transactions, the parties will cooperate to ensure that the applicable tax treatment is properly reflected in the transaction documentation and records.

Nothing in these Terms is intended to eliminate, transfer, or modify a party's tax obligations where such obligations are imposed by applicable law.