General Terms and Conditions

OBJECT

UPDATED: September 23, 2026

1.1 INPRIMEPAY Srl (hereinafter INPRIMEPAY) is responsible for providing access to the platform with integrated payment systems and card payment solutions, Tap to Pay, deferred and recurring payments via the Stripe Connect infrastructure and other integrated payment systems described below, available on www.inprimepay.com, on dedicated applications and on any additional pages.

1.2 Payment Systems Integration: Activation Costs

Please note that integrated payment services such as Klarna, Alma, Stripe, and other payment systems made available through Inprimepay do not require any activation fees. These services are accessible free of charge, according to the terms of the respective platforms. This agreement is intended to provide a dedicated and optimized infrastructure for these payment systems, ensuring merchants a seamless and highly functional integration, while adhering to the required security parameters and protocols.

2.1 INPRIMEPAY is responsible for developing an e-commerce page with unlimited product page uploads, discount codes, and innovative, automated checkout payments.

3.1 INPRIMEPAY is responsible for providing a dedicated panel for “pay by link” functions and a QR code with information on transactions, payments, bank transfers, transfers, discount codes, shipments and statistics.

3.2 INPRIMEMAY Mobile Applications

INPRIMEPAY offers its customers two official applications available on the App Store and Google Play:

– INPRIMEPAY Merchant

Application dedicated to complete account management, which allows you to monitor transactions, transfers, payments, statistics, QR codes and payment links.

– INPRIMEPAY POS

An application dedicated to accepting payments via Tap to Pay technology, which allows you to collect payments directly from compatible iOS and Android devices, without using a physical POS.

3.3 Digital POS – Tap to Pay

The Tap to Pay service is available through the INPRIMEPAY POS app and is associated with the Inprimepay POS plan. Activation and use of the plan are free, with no fixed fees or annual renewal fees. Transaction fees as set forth in Article 14.5 remain applicable.

This technology allows the Customer to accept contactless payments directly from compatible devices, without the need for additional hardware.

The Customer is responsible for ensuring the device used is compatible with Tap to Pay technology, in accordance with the hardware, software, NFC, security, and regional requirements indicated in the application and the provider documentation. The availability of the application for iOS or Android does not imply compatibility with every device using those operating systems. The Customer is responsible for keeping the device and application up to date and safeguarding their login credentials.

The service is provided through integration with Stripe Connect.

All financial flows, authorizations, collections, refunds and transfers are handled exclusively by Stripe or other authorized providers.

INPRIMEPAY does not manage funds and does not carry out financial activities.

Accepting payments requires an active and enabled Stripe account, completion of the required provider verifications, and acceptance of the Stripe Services Agreement (SSA), available at https://stripe.com/legal/ssa, as well as the specific terms applicable to Stripe Terminal and Tap to Pay. Provider fees are those applicable to the Customer's account according to the accepted Stripe agreements and pricing schedule.

The Customer verifies the amount, value, and outcome of each transaction before delivering goods or providing services. Transactions must be confirmed by the provider's systems; simply holding the card up to the device does not constitute confirmation of payment. Refunds, disputes, chargebacks, availability of funds, and credits are governed by the provider's terms and conditions.

3.4 INPRIMEPAY provides a reserved control area in a dedicated environment, in addition to the apps mentioned above, with access to app.inprimepay.com

3.5 Inprimepay plugin for WooCommerce

The Inprimepay for WooCommerce plugin is available free of charge to all merchants and professionals in the official WordPress plugin directory, at https://wordpress.org/plugins/inprimepay/, and via the Inprimepay website at https://inprimepay.com/woocommerce. There are no activation costs, fixed fees, or paid annual renewals for the plugin. The transaction fees indicated in Article 14.6 apply.

The plugin can be used in the WooCommerce checkout or standalone on a WordPress site using a shortcode; WooCommerce installation is not required. Accepting payments requires setting up an Inprimepay account, connecting to an enabled Stripe account, and accepting the provider's terms and applicable fees.

3.6 Plugin installation and update compatibility

The technical requirements are listed in the official specifications for the distributed version. As of the date of this contractual version, the specifications state WordPress 5.8 or higher, testing up to WordPress 7.1, and PHP 7.4 or higher. Performance also depends on the hosting environment, themes, other plugins, and site customizations; compatibility with any combination of components or unsupported versions is not guaranteed.

The Customer is responsible for installing, configuring, backing up, and updating WordPress, the plugin, and other components of their site, verifying the correct functioning of payments before using them in production. The free plugin does not include site creation or maintenance, hosting, customizations, or third-party developer interventions. The terms and conditions of any additional services purchased pursuant to Article 14.1 and the rights recognized by the license of the distributed software remain unchanged.

The Customer is responsible for the accuracy of prices, amounts, currencies, content, and orders on their website, as well as for verifying payment results. INPRIMEPAY is responsible for any integrations it is responsible for within the limits of the contract and the law; any malfunctions resulting from Customer modifications, incompatible third-party components, or failed updates are not attributable to INPRIMEPAY unless they are due to its own actions.

REQUIREMENTS

4.1 The customer acknowledges that INPRIMEPAY is an autonomous web platform and is not part of WooCommerce, Stripe, Klarna, Alma, Scalapay, SEPA or other companies whose services are integrated.

5.1 To provide services and payment systems (e.g., Tap to Pay, installment payments, e-commerce checkout), onboarding and the creation of a Stripe account (stripe.com) is required.

The customer guarantees that they have an active and functioning Stripe account and that they are eligible to use the enabled payment methods (e.g., Klarna, Scalapay, Alma).

The customer indemnifies INPRIMEPAY from any liability in the event of account suspension for reasons not attributable to Inprimepay.

6.1 INPRIMEPAY uses API and Webhook technologies via Stripe Connect, which manage all banking functions, fund regulations, transfers and account review according to Stripe Connect

6.2 Free API keys and scope of use

Inprimepay API keys are issued free of charge to enable the integration of the services enabled on the Customer's account with websites, applications, and management systems. Issuing the keys and accessing the APIs do not require a separate fee or annual renewal fee. The pricing conditions of the plan or service actually used remain applicable, pursuant to Article 14.7. Availability of the keys does not enable inactive services nor does it replace provider approval.

6.3 Key custody and authorized access

The Customer shall safeguard the keys and any webhook signing secrets with appropriate measures, limit access to authorized persons, and shall not publish them in publicly accessible code, repositories, web pages, or client applications when secret credentials are involved. Access granted to designated developers must be limited to integration needs. The Customer shall promptly report any suspected compromise and shall revoke or replace the keys using the available features or by requesting assistance. The Customer shall be liable for any unauthorized use attributable to its own conduct or that of its designated persons, subject to legal limitations.

6.4 Technical rules and responsibilities for integration

The Client and its developers comply with the technical documentation, the communicated usage limits, and the API security measures. Unauthorized access to data or accounts, circumvention of security measures, fraudulent use, and requests aimed at compromising the service are prohibited. The integration must verify the results of operations, the authenticity of webhooks where applicable, and manage duplication and retries according to the documentation. Test keys, when available, must not be confused with production keys.

The development, testing, and maintenance of the code created by the Customer or third parties appointed by them are their responsibility. The Customer processes and transmits only necessary and legitimately usable data. The free API does not include customized development, unlimited development support, or service levels beyond those expressly agreed upon.

6.5 Suspension, Revocation and API Updates

INPRIMEPAY may suspend or revoke keys in the event of compromise, fraudulent use, or violation of technical rules or contractual obligations. It will limit intervention to what is necessary and provide notification when compatible with security requirements and legal obligations. Technical changes will be communicated in accordance with Article 24, with the exception of urgent interventions. The Customer will adapt its integrations to the supported versions and the terms communicated.

6.6 Termination and related services

The Customer may cease using the APIs and revoke the keys through the available features or by requesting support. Revoking the keys does not constitute cancellation of any paid subscriptions, which must be done pursuant to Article 23.3. The keys do not allow the Customer to continue using deactivated or no longer enabled services. Termination of a paid service does not, in itself, terminate any separately active free services that may be used with the required requirements.

7.1 The client agrees to comply with Alma's guidelines for activating the relevant services and accepts Alma's terms of service. Learn more

DELIVERY TIMELINES

8.1 The service, once activated and paid for, where an initial fee is required, will be activated and made available and usable immediately and unlimitedly. Delays in registration or onboarding on Stripe or other participating platforms by the client, and verifications by the providers, may cause delays not attributable to INPRIMEPAY.

CONTRACTUAL CLAUSES

9.1 INPRIMEPAY allows the use of the following integrated payment methods: card payments via Stripe, payments via Tap to Pay, QR codes and links, installment payments via Klarna, Scalapay or Alma, and recurring payments by card or SEPA debit.

10.1 The available circuits are Visa, Mastercard, Maestro, Diners Club, Amex, Sofort, Klarna, Scalapay, SEPA and, upon request, Alma Pay, Satispay, Google Pay, Apple Pay, Paypal

11.1 The customer undertakes to comply with the rules of conduct and INPRIMEPAY, Stripe and other involved parties may suspend services in the event of violations or fraudulent use.

12.1 INPRIMEPAY reserves the right to publish a page dedicated to the client on www.inprimepay.com and authorizes the publication of company content on its marketing channels.

13.1 INPRIMEPAY Srl is an independent entity, not affiliated with Klarna or Stripe. The service provided is access to the platform with a virtual POS and e-commerce space. The customer acknowledges that they do not have a direct agreement with Klarna, but are using the service through Stripe.

• Stripe
• Klarna
• scalapay
• Alma

These checks and decisions are adopted autonomously and unquestionably by the respective providers, without the possibility of intervention by INPRIMEPAY SRL

Any denials, suspensions, delays, operational limitations, or document requests are not attributable to INPRIMEPAY.

ECONOMIC CONDITIONS

14.1 Economic conditions – Service packages

At the time of subscription, the Customer chooses the service package available for their target market.

Activation costs, platform fees, and renewal terms are listed in the tables below. Payment amounts are shown excluding VAT, where applicable.

The Inprimepay platform fees are additional to the fees applied by payment providers, which remain the responsibility of the Customer according to the conditions of the provider used.

a) Packages for the Italian market

The LITE, STANDARD, and PREMIUM packages are available exclusively for the Italian market. After the first 12 months, annual renewal costs €99,00 + VAT for each package.

There is no obligation to renew: the Customer can deactivate automatic renewal from the reserved area by accessing Settings → Change subscription → Cancel , before the current period expires. The service remains available until the end of the activated period. If no cancellation is made, the renewal will be automatically charged according to the terms of this contract.

b) Package for Austria, Germany, Switzerland and other markets

The CORE package does not include initial activation costs, fixed fees, or paid annual renewals. Platform fees on transactions and those of the providers used still apply.

c) Free services available in all markets

The availability of services is subject to the technical compatibility and operation of the providers in the reference market.

The free LITE POS and WooCommerce plugin only include activation and access to the service and do not exempt you from transaction fees. The platform fees set forth in the respective terms and conditions and those of the providers used remain applicable.

Activation or use of LITE POS or the WooCommerce plugin does not, in itself, constitute a subscription to a paid plan or the application of an annual renewal. If the Customer separately subscribes to a LITE, STANDARD, or PREMIUM plan, the costs and any renewals related only to the subscribed plan remain due.

14.2 Payment Methods for the Plan and Annual Renewal of Services

The contract does not include any additional activation costs beyond the chosen package, which is paid for during registration.

After the first 12 (twelve) months, paid plans are subject to an annual renewal fee of €99,00 + VAT. The LITE POS package, the Inprimepay POS plan, and the Inprimepay for WooCommerce plugin are exempt from the annual renewal fee. Releasing the API keys does not automatically require a paid annual renewal; the terms and conditions of the associated plan or service remain unchanged.

For packages subject to annual renewal for a fee, a valid payment card must be associated during registration, which will be used for automatic debiting of the annual renewal. The Customer is required to maintain a valid and up-to-date payment method for the entire duration of these subscriptions, promptly replacing any expired, revoked, or no longer usable card, and ensuring the availability of funds for the due charges.

On the renewal date, the amount will be automatically charged to the associated card, unless the renewal is cancelled before that expiration date in accordance with the procedures set out in Article 23.3.

If the Customer uses alternative payment methods for plan renewal and activation (e.g. bank transfer), the payment must be posted within 5 (five) days. After this deadline, the Customer expressly authorizes INPRIMEPAY to charge the associated card.

In the event of non-payment, services will be automatically suspended without notice. Suspension does not cancel any amounts already accrued and due.

Reactivation of the service suspended due to non-payment is subject to regularization of the amounts due and updating the payment method.

An expired, unfunded, revoked, or otherwise unusable card, as well as the removal of the payment method or a failed charge, does not constitute cancellation or termination of the subscription. If the renewal date has passed without timely cancellation, the Customer remains bound to the new annual period and must pay the corresponding amount, even if the automatic charge was unsuccessful.

The provisions of this article regarding the annual renewal fee, the associated card, and the debit for the renewed year apply exclusively to subscriptions that include a paid renewal. They do not introduce fees or annual renewal obligations for Inprimepay POS, the free plugin, or the issuance of API keys alone. Fees for actual transactions remain due.

14.3 Package Modification

The Customer may request a switch to a different package at any time if available in the specific market. The upgrade takes effect immediately upon payment of the difference in cost, while the downgrade will be applicable upon the annual expiration.

14.4 Updating the Conditions

Inprimepay reserves the right to modify packages, fees, and commissions, providing the Customer with at least 30 (thirty) days' notice. Failure to notify the Customer of termination within this period will constitute tacit acceptance of the modification.

14.5 Inprimepay POS plan and Tap to Pay fees

The Inprimepay POS plan is free to activate and use, with no fixed fees or annual renewal fees. For each transaction processed via Tap to Pay under this plan, an Inprimepay platform fee of 1,2% of the transaction amount applies, in addition to any Stripe fees applicable to the Customer's account according to the Stripe Services Agreement and the accepted fee schedule.

14.6 Free plugin and transaction fees

The Inprimepay for WooCommerce plugin is free for all merchants and professionals, with no fixed fees or annual renewal fees, whether used with WooCommerce or as a standalone plugin on WordPress. Transactions processed through the plugin are subject to an Inprimepay platform fee of 1,2% of the transaction amount for installment payments via enabled BNPL providers and 0,3% for card payments. Any Stripe fees and fees from other providers used are separate and additional, according to the terms and conditions applicable to the payment method and the customer's account.

The platform fees in Articles 14.5 and 14.6 constitute specific conditions for the respective services and, for the same transaction, replace and are not added to the other platform fees indicated in Article 14.1. Provider fees remain separate. The free service applies to activation, access, and the absence of fees, not transaction fees.

14.7 Economic conditions of the APIs

The following conditions apply to Customers based in Italy, Germany, Austria and Switzerland.

15.1 Fees for payments with Klarna, Scalapay and Billie

The fees shown are applied for each successfully completed transaction. The country of the customer's account determines the target market, although for Klarna, the buyer's country also determines the target market.

Rates for Germany, Austria, and Switzerland refer to Stripe's standard price lists, unless otherwise specified. The Scalapay rate indicated for Italy is a specific condition, applicable only if actually recognized by the Customer.

16.1 Fees for installment payments with Alma

Percentages apply to the amount of each transaction. The specific conditions for Italy do not automatically apply to transactions processed through Stripe or other integrations subject to a different price list.

Commissions may vary depending on the risk profile and the type of card used, including corporate cards and American Express, according to the conditions accepted by the Customer.

17.1 Fees for card payments via Stripe

The following fees apply to online payments and apply to each successfully completed transaction.

a) Italy – specific economic conditions

The above rates are specific to this agreement and do not represent Stripe's standard public price list. Their application is subject to effective assignment to the Customer's account. In the absence of such conditions, the Stripe price list communicated and accepted by the Customer will apply.

b) Germany and Austria – Stripe standard price list

c) Switzerland – Stripe standard price list

d) Conditions common to Articles 15.1, 16.1 and 17.1

17.2 Information note

For informational purposes only and independent of Inprimepay, the percentages indicated above represent the main commissions collected directly by payment providers (Stripe, Klarna, Alma and other integrated circuits).

These fees may vary independently by the providers, without the need for prior notice and without Inprimepay being able to intervene or modify their amount.

For Inprimepay POS and the Inprimepay for WooCommerce plugin, Stripe fees are those actually applicable to the account and services activated by the Customer according to the provider's terms and price list accepted; the informative percentages reported above do not replace these conditions.

18.1 INPRIMEPAY may include third-party advertisements through Google Adsense.

PAYMENT TERMS AND CUSTOMER RESPONSIBILITIES

19.1 Klarna, Alma, Scalapay and Accepted Cards

BNPL providers accept almost all consumer payment cards, including many prepaid cards. The complete list of accepted cards is available on their respective portals. The customer agrees that INPRIMEPAY is not responsible for any failed payments due to the use of cards not supported by the Klarna network (e.g., Money), Scalapay, and Alma.

19.2 Sales Crediting

The entire sale amount, net of commissions, will be credited to the bank account/IBAN specified by the customer upon registration, directly from Stripe. This can be changed independently via the customer's personal area. Bank transfers to the bank account are set to automatic daily transfers by default, with delivery times within three business days. Initial transactions using standard bank transfers may experience a delay of up to five business days. INPRIMEPAY is not responsible for delays caused by third parties, such as bank connection issues, and the customer accepts these conditions.

All payments made by end users are collected exclusively by payment providers (e.g., Stripe), who act as the only entities authorized to manage financial flows.

INPRIMEPAY does not receive, hold, or manage in any way the funds resulting from transactions.

19.3 Payments by Installments and Liability Klarna, Alma, Scalapay

Approval of installment payments is managed exclusively by Klarna, Alma, and Scalapay, independently and without appeal. Any refusals to approve installment payments are not attributable to INPRIMEPAY. In most cases, the end user can resolve any issues by contacting Klarna directly. Klarna's terms and conditions for installment payments are available at the following link: https://cdn.klarna.com/1.0/shared/content/legal/terms/0/it_it/paylaterin3. INPRIMEPAY SRL is not responsible for failed approvals, card limits, or number of purchases, which are decisions made at Klarna's sole discretion.

19.4 Installment Payments and Alma Liability

Alma manages installment approvals independently and at its sole discretion. INPRIMEPAY is not responsible for installment failures. Generally, the end user can resolve the issue by contacting Alma directly. Alma's installment payment terms and conditions are available at the following link: https://almapay.com/it-IT/legale/termini-e-condizioni. INPRIMEPAY SRL is not responsible for failed approvals, card limits, or number of purchases, which remain at the sole discretion of Alma.

20.1 Commission Billing

Commission billing will be handled as follows:

For payments made via QR code and tap to pay, the fees relating to the dispensers will be invoiced by Stripe on a monthly basis, by automatically sending the invoice to the account holder's tax drawer.

Platform fees resulting from the selected package (LitePos, Lite, Standard, Premium), the Inprimepay POS plan, the Inprimepay for WooCommerce plugin, or services used via API will be invoiced by INPRIMEPAY SRL on a monthly basis, through the issuance of a regular electronic invoice.

21.1 Indemnity Clause

The customer releases Inprimepay from any liability arising from:

Suspensions, blocks, or penalties applied by Stripe, Klarna, Alma, Scalapay, and any other provider

Chargebacks, disputes and disputes

Failure to complete onboarding due to reasons not attributable to Inprimepay

TERMINATION CLAUSES AND LIMITATIONS OF LIABILITY

22.1 Express Termination Clause

This agreement is automatically terminated pursuant to art. 1456 of the Italian Civil Code, authorizing INPRIMEPAY to discontinue services without notice if the Client: a) sells all or part of the products or services to third parties without INPRIMEPAY's prior written consent; b) fails to provide the paid services; c) is subject to or admitted to bankruptcy proceedings. INPRIMEPAY SRL reserves the right to take legal action if one or more of the aforementioned conditions cause damage.

22.2 INPRIMEPAY Limitation of Liability

INPRIMEPAY is not responsible for the content of information provided by the Client and/or published by the Client online. INPRIMEPAY is not liable for any damages caused, directly or indirectly, by the use of the services by the Client or third parties.

22.3 Obligation of Performance and Payment

This Agreement binds the Parties with immediate effect.

The Client is required to pay the initial fee, where provided for in the signed plan, at the same time as signing this contract.

INPRIMEPAY, following payment where applicable, undertakes to activate the management panel and the services provided within 1 (one) business day. The technical requirements and provider verifications required for the operation of individual services remain necessary.

If the Client sends a payment receipt (e.g., bank transfer receipt) for early activation purposes, INPRIMEPAY will activate the service even before the final payment date. However, if such payment is cancelled, reversed, or unsuccessful, the Company reserves the right to:

Report the incident to the relevant authorities for investigation into possible fraudulent insolvency;

Immediately suspend active services;

Take legal action, including civil and criminal proceedings, to protect your financial and reputational interests.

22.4 Suspension of Service for Non-Compliance

In the event of serious breaches, unlawful conduct, unfair commercial practices, or persistent insolvency of INPRIMEPAY or any third parties involved, INPRIMEPAY reserves the right to temporarily or permanently suspend the service and access to the control panel.

DURATION RENEWAL CANCELLATION AND DEACTIVATION

23.1 Contract Duration and Costs

For packages subject to an annual paid subscription, this contract lasts for 12 (twelve) months from the date of subscription. Once the service is activated and the initial fee has been paid, the Customer will be able to use the service unlimitedly, without any additional maintenance costs or fixed fees for the first 12 months. For Inprimepay POS, the free plugin, and the APIs, the specific provisions of Article 23.9 apply.

23.2 Automatic Renewal

At the end of the first year and each subsequent annual period, unless otherwise agreed in writing by the parties or cancelled pursuant to Article 23.3, packages subject to annual paid renewal will automatically renew for an additional 12 (twelve) months, with the fee automatically charged to the associated card. A fee of €99,00 + VAT applies, subject to the exclusions set forth in Article 14.2.

23.3 Cancellation in Autonomy and Deactivation

Customers can cancel their subscription renewal independently from their personal area by accessing the "Settings" page, selecting "Change Subscription," and pressing the "Cancel" button. This cancellation will take effect at the end of the current billing period. This cancellation must be completed before the end of the billing period indicated on the subscription management page. No minimum notice is required, as long as the cancellation is completed before the end of the current billing period. The service remains active until the end of the current billing period and is deactivated at its expiration, without further renewals.

23.4 Cancellation Following Renewal

If cancellation occurs after the annual expiration date and subsequent renewal, even if the relevant amount has already been charged, it will only take effect at the end of the new annual billing period. In this case, cancellation blocks renewal for the following year and does not result in early termination of the already renewed annual subscription or reimbursement of the fee due for that year, without prejudice to the rights set forth in Article 23.6.

23.5 Failure to Charge and Payment Obligations

Contract renewal upon expiration is not subject to successful debiting. If cancellation is not completed before expiration, an expired, unfunded, or otherwise unusable card does not release the Customer from the obligations related to the renewed annual subscription. Accrued amounts remain due, even in the event of suspension or non-use of the service, pursuant to Article 14.2.

23.6 Withdrawal and Rights Provided by the Contract or by Law

Ordinary subscription cancellation takes effect only at the end of the current billing period and does not grant the right of early termination. The right of termination provided in the event of contractual changes in Articles 14.4 and 24.3 and any other mandatory rights provided by law remain unaffected.

23.7 Payment Processing Regulations

Terms and conditions relating to payments, balances, transfers, and any aspect not specified in this agreement are governed by Stripe's terms and conditions, which can be consulted upon registration and at https://stripe.com/en-it/legal/ssa. INPRIMEPAY is not responsible for these regulations.

23.8 Applicable Law and Jurisdiction

The applicable law is Italian law. For all matters not covered by these Terms and Conditions, the applicable law shall apply. The Parties undertake to resolve any disputes amicably, using, where appropriate, the conciliation service of the Milan Chamber of Commerce. For any dispute relating to the interpretation, execution, termination, or cancellation of this agreement, the exclusive jurisdiction shall be that of Milan, Italy.

23.9 Duration and termination of free services

The Inprimepay POS plan and use of the Inprimepay for WooCommerce plugin are not subject to an annual commitment, paid annual renewal, or termination fees. The Customer may terminate use at any time and request deactivation through the features available in the reserved area or official support channels. Termination does not cancel any accrued commissions or obligations relating to previous transactions, refunds, disputes, and chargebacks.

Uninstalling a plugin or application will stop its use on the affected device or website, but will not automatically close your Inprimepay or Stripe account or cancel any other paid subscriptions, which will remain governed by their respective terms. Free services may continue to be used regardless of the termination of a different paid plan, as long as your account and provider requirements remain valid.

For APIs, the free issuance of keys does not affect the duration of the associated services; Articles 6.6 and 14.7 apply. The rules for annual renewal and cancellation at the end of the billing period set forth in Articles 23.1–23.6 apply only to paid subscriptions.

UNILATERAL MODIFICATIONS TO THE CONTRACT

24.1 Right to Change. INPRIMEPAY Srl reserves the right to unilaterally change the terms and conditions of this agreement (including, but not limited to, operational, technical, procedural, and documentary clauses), without prejudice to the specific provisions for financial updates set forth in section 14.4.

24.2 Notice and form of communication. Changes will be communicated to the Client at least 30 (thirty) days in advance via one or more of the following channels: email to the address indicated in the client's profile, certified email (PEC), reserved area, and/or notice on the platform. The communication will indicate the effective date of the changes.

24.3 Right of withdrawal without penalties. Within the notice period, the Client may withdraw without penalties and without incurring costs other than those accrued up to the effective date of the withdrawal, by written communication (email/certified email). In the absence of withdrawal within the indicated deadline, the changes will be deemed accepted by tacit consent.

24.4 Exceptions with immediate effect or reduced notice. The following changes may be effective immediately (or with reduced notice, where necessary):

1. a) adjustments required by law, regulation by authorities or orders by the judicial authorities;
2. b) security, fraud prevention, service continuity, or bug fixes;
3. c) non-deteriorating and/or merely technical updates that do not significantly impact the economic conditions or the main functions.

24.5 Third-party providers and network pricing. Changes to the terms or fees applied by third-party providers (Stripe, Klarna, Alma, Satispay, and other integrated networks) do not constitute unilateral modifications to this contract; they apply automatically in accordance with the provisions of the respective providers, as already indicated in section 17.2 (Information Notice).

24.6 Proof of Communication. Posting in the reserved area and/or sending an email constitutes adequate proof of communication. Continued use of the services after the effective date of the changes constitutes acceptance of the changes.

24.7 Clause requiring specific approval. This clause is considered unfair pursuant to Articles 1341 and 1342 of the Italian Civil Code and requires specific written approval.

25.1 – Commercial mandates, white-labels and absence of financial activity

INPRIMEPAY exclusively provides technological infrastructure, software applications, and integration with third-party providers.

INPRIMEPAY does not provide physical POS devices and does not carry out acquiring activities.

Acquiring and payment management services are provided exclusively by Stripe Payments Europe Ltd.

Stripe Payments Europe Ltd. is INPRIMEPAY's technology partner through the Stripe Connect infrastructure for technical payment integration.

INPRIMEPAY does not act as a commercial agent of Stripe, but exclusively as a technology integration provider.

The Customer acknowledges and accepts that:

All approvals, risk policies, suspensions, crediting timelines, and financial terms are governed solely by the individual third-party providers;

INPRIMEPAY has no decision-making power or financial responsibility over payment transactions.

26 EXCLUSIVE DISTRIBUTOR OUTSIDE THE EU

For the distribution and assistance of its products and services in non-EU territories, INPRIMEPAY SRL uses, exclusively, the authorized distributor Inplatforms Ltd. Inplatforms Ltd is responsible for the sales and post-sales administrative support for INPRIMEPAY services, acting in close collaboration with INPLATFORMS LTD.

Inplatforms Ltd data

Company name: Inplatforms ltd 128 City Road London Uk

ID: EC1V 2NX Email: info@inplatforms.co.uk Website: INPLATFORMS.CO.UK

The distributor is responsible for commercial management and assistance in Italy and follows the directives and policies indicated by INPLATFORMS LTD.

27 ASSISTANCE AND SUPPORT

INPRIMEPAY provides dedicated customer service and support to ensure an optimal experience for its customers. For any assistance, technical support, or clarification requests regarding the services provided, the Client can contact our team through the following channels:

General Support Email: info@inprimepay.com

Support ticket: inprimepay.com/assistenza or reserved area

Customer Service Italy: +39 02 99948876

Support Hours: Monday to Friday, 10:00 am to 16:00 pm (CET)

The INPRIMEPAY team is available to answer questions, provide technical support, and resolve any issues related to using the platform.

28 CONFIDENTIALITY CLAUSE AND PROHIBITION OF DISCLOSURE

 Obligation of Confidentiality and Prohibition of Public Disclosure

The Contracting Party undertakes not to publish, disclose, review or mention in any way information relating to the services provided by INPRIMEPAY Srl, including but not limited to technical, operational, functional and commercial details, on any public or private platform, including but not limited to:

Review sites (e.g. Trustpilot, Google Reviews, TrustRadius, G2);

Social media (LinkedIn, Facebook, Twitter, Instagram, Reddit, etc.);

Forums, blogs, press releases, or any other means of public or private dissemination.

Any disclosure requires the prior written consent of INPRIMEPAY SRL

 Prohibition of Sharing with Third Parties

The Contracting Party undertakes not to communicate confidential information to third parties, including consultants, competitors, media, regulatory bodies or other companies, without the written authorization of INPRIMEPAY SRL

 Consequences of Violation

Any breach of this clause will result in:

Immediate termination of the contract for serious breach;

Obligation to remove within 24 hours any content posted in violation of this clause;

Immediate application of a €25.000 penalty for each violation found, in addition to any compensation for financial and reputational damages;

An additional fine of €500 will be applied for each day the violation persists after written notification of removal.

 Duration of the Clause

The disclosure ban remains in effect for a period of 5 years from the termination of the contract.

 Competent Court and Arbitration

For contracts concluded in the United Kingdom: this clause is governed by the law of England and Wales, with the exclusive jurisdiction of the courts of London.

For contracts concluded in the European Union: the clause is governed by the law of the EU Member State in which INPRIMEPAY Srl is domiciled.

For subscriptions in Italy through the distributor INPRIMEPAY SRL: the clause is governed by Italian law, with the exclusive jurisdiction of the Court of Milan.

International Arbitration: Alternatively, the Parties may resolve disputes through binding arbitration, in accordance with the Rules of the International Chamber of Commerce (ICC) or the London Court of International Arbitration (LCIA) for the UK, or the Milan Chamber of Arbitration for Italy.

29 GDPR COMPLIANCE AND DATA PROCESSING

In accordance with the General Data Protection Regulation (GDPR) 679/2016 and subsequent amendments, INPRIMEPAY Srl and INPRIMEPAY guarantee the protection and processing of personal data in accordance with applicable regulations. The data of the Client and its customers will be processed exclusively for the purposes indicated in this agreement, such as:

Accounting and administrative management

Provision of the expected services

Commercial communications relating to the existing contractual relationship

Company data, including any system access information (e.g., FTP), will be used with the utmost confidentiality and will not be shared with third parties except for the provision of services or as required by law.

The Client authorizes INPRIMEPAY SRL to send commercial information via email. The Client may request the deletion of personal data at any time by sending a request to INPRIMEPAY Srl. The data controller is the administrator of INPRIMEPAY Srl, who is committed to protecting the data in accordance with the GDPR.

INPRIMEPAY Srl is expressly prohibited from carrying out activities reserved for supervised entities, operating exclusively as a technology supplier, systems integrator, and non-financial commercial agent.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Client declares to have read and specifically approve the following clauses: 3.3, 3.5 and 3.6 (Tap to Pay, plugins, technical requirements and configuration responsibilities); 4.1 and 5.1 (provider requirements and limitations); 6.2–6.6 (free APIs, key custody, integration responsibilities, suspension, revocation and termination); 8.1 (exclusion of liability for provider delays); 9.1 (payment types); 11.1 (suspension for violations); 14.1–14.7 (Financial Terms, Automatic Renewal, Charge Authorization, Obligation to Maintain a Valid and Up-to-Date Payment Method, Payment Obligations in the Event of a Failed Charge, Package Modifications and Updates, Free Inprimepay POS, Plugins, and API, Specific Fees of 1,2% for the POS Plan and, for the Plugin, 1,2% for BNPL Payments and 0,3% for Card Payments, and Provider Terms and Conditions); 15.1–17.2 (Third-Party Provider Fees and Information Notice); 19.2–19.4 (Sales Crediting and Installment Approvals); 20.1 (Fee Billing: Stripe/INPRIMEPAY Srl); 22.1–22.4 (Express Termination, Limitations of Liability, Payment Obligation, and Suspension); 23.1–23.9 (term, automatic annual renewal, independent cancellation and deactivation at the end of the billing period, effects of cancellation following renewal, payment obligations even in the event of an expired or out-of-fund card, withdrawal, payment regulations, jurisdiction, and termination of free services); 24.1–24.7 (unilateral changes to the contract); 28 (Confidentiality Clause and Prohibition of Disclosure).