Partner Agreement

1. Parties, scope and acceptance

1.1 This Partner Agreement (the "Agreement") is concluded between PaySaxas Oy, Business ID 3387454-8, Lapinlahdenkatu 16, 00180 Helsinki, Finland, an electronic money institution authorised by the Finnish Financial Supervisory Authority ("PaySaxas"), and the individual or legal entity accepted as a partner under clause 3.1 (the "Partner"). PaySaxas and the Partner are each a "party".

1.2 Under the PaySaxas Partner Programme (the "Programme"), PaySaxas rewards incorporation agents, law, accounting, audit and tax firms and other approved partners for introducing prospective clients, whether businesses, sole traders or private individuals. The Partner only introduces prospective clients. It does not provide, distribute or arrange the Services and does not act on behalf of PaySaxas.

1.3 The Programme covers the payment accounts, electronic money and payment services that PaySaxas provides to its clients (the "Services"). Crypto-asset services are not Services.

2. Definitions and interpretation

2.1 In this Agreement:

"Accepted Countries" means the countries listed as such in the Partner Portal for the Partner's residence or incorporation and for its payout account.
"Applicable Law" means the laws, regulations and binding requirements of authorities that apply to a party's activities under this Agreement.
"Approved Materials" means materials and descriptions of the Services provided or approved in writing by PaySaxas.
"Approved Territories" means the countries that PaySaxas approves for the Partner in the Partner Portal or in writing, including by email. Unless PaySaxas notifies otherwise, the Approved Territories are the Accepted Countries.
"Business Day" means a day on which banks are generally open for business in Helsinki.
"Designated Person" means a person subject to an asset freeze or equivalent restrictive measure under European Union or United Nations sanctions, or under a decision made under the Finnish Act on the Freezing of Funds with a View to Combating Terrorism (325/2013); a person owned or controlled by such a person; and a person listed under another sanctions regime that PaySaxas applies under its risk policy, unless applying that regime would breach Council Regulation (EC) No 2271/96.
"Fees Collected" means the fees that a Referred Customer pays to PaySaxas, including fees for separately invoiced services, excluding VAT and other taxes and excluding Onboarding Fees. No costs are deducted.
"Gate Date" means the first day of each month or, for a payout requested under clause 5.3, the date of the request.
"Hold Period" means the period until the first day of the second calendar month after the month in which a Reward accrued (a Reward accrued in September becomes payable on 1 November).
"Onboarding" means the completion of PaySaxas's client acceptance process and the opening of the client's account.
"Onboarding Fees" means the onboarding fees in PaySaxas’s price list, including the review fee and the account set-up fee, received from a Referred Customer and not refunded, excluding VAT.
"Owner" means the individual who acts for the Partner in the Partner Portal: the Partner itself if it is an individual, or the person registered as its owner if it is a legal entity.
"Partner Portal" means the online partner area designated by PaySaxas.
"Payable Balance" means accrued Rewards whose Hold Period has ended, less reductions under clause 4.3 and set-off under clause 5.7, before any tax withheld under clause 13.4.
"Payment Date" means the 10th day of each month or, if that day is not a Business Day, the next Business Day.
"Payout Document" means a self-billed invoice or a payment statement issued under clause 13.
"PaySaxas group company" means PaySaxas and any company controlling, controlled by or under common control with it.
"Referral Link" means the personal link that PaySaxas makes available to the Partner in the Partner Portal.
"Referred Customer" has the meaning given in clause 3.3.
"Restricted Territory" means a territory subject to comprehensive EU or UN sanctions, a high-risk third country identified by the European Commission, and any other territory that PaySaxas notifies to the Partner as restricted in the Partner Portal or in writing.
"Revenue Share Period" means the period stated on the Rewards Page, starting on a Referred Customer's Onboarding.
"Rewards" means the onboarding reward and the revenue share under clause 4, and “Reward” means either of them.
"Rewards Page" means the page published by PaySaxas in the Partner Portal that states the reward rates and the Revenue Share Period.

2.2 All times in this Agreement are Helsinki time. "Including" means including without limitation. Headings do not affect interpretation.

3. Joining the Programme and attribution

3.1 The Partner registers in the Partner Portal, and its Owner accepts this Agreement there on the Partner’s behalf. This Agreement is concluded when the Owner accepts it. PaySaxas may refuse a registration without giving reasons, in which case this Agreement ends immediately.

3.2 The Partner receives its Referral Link in the Partner Portal once the Owner has accepted this Agreement. This Agreement also covers Referred Customers whose applications started before it was concluded.

3.3 A person becomes a "Referred Customer" of the Partner if all of the following apply:

(a) it starts its application through the Partner's Referral Link, or PaySaxas assigns it to the Partner at the Partner's or the applicant's request;

(b) when the Partner introduced it, it was not, and had not been, a client or applicant of any PaySaxas group company, and PaySaxas's records did not already show it as a prospective client from another source; and

3.4 Once an applicant has started its application through one partner's Referral Link, a later link or claim of another partner does not change the attribution. PaySaxas decides on requests for assignment and may correct an attribution made in error; a correction applies only to Rewards accruing after it. The Partner requests an assignment before the applicant completes Onboarding; if PaySaxas agrees to a later request, the assignment applies only to Rewards accruing after it. PaySaxas's records of links and assignments apply unless the Partner shows that they are wrong.

3.5 No Reward accrues for:

(a) the Partner itself, its group companies, or a company in which the Partner, its owners, directors or staff hold shares, a directorship, a nominee position or a power of attorney, unless PaySaxas approved it in writing after the Partner disclosed the relationship. Acting as a user authorised by the client under PaySaxas’s client terms, as clause 6.2 permits, does not by itself exclude the Reward; or

(b) a person introduced in breach of clause 6.

3.6 PaySaxas alone decides whether to accept an applicant and may end any client relationship. No Reward accrues for an applicant whose application is declined, even if it paid a non-refundable fee.

3.7 Only the Owner may accept this Agreement, accept or reject Payout Documents, request payouts and change payout details for the Partner; other users added to the Partner Portal at the Partner's request cannot. The Partner keeps its log-in details and the mobile phone used for log-in codes secure, removes the access of users who no longer act for it, is responsible for everything done through its portal accounts, and tells PaySaxas without delay if they may have been misused.

4. Rewards

4.1 The Partner earns, at the rates stated on the Rewards Page or other rates agreed with it in writing: (a) an onboarding reward on the Onboarding Fees paid by each Referred Customer; and (b) a revenue share on the Fees Collected from each Referred Customer during its Revenue Share Period. No onboarding reward is earned if a Referred Customer paid no Onboarding Fee.

4.2 A Reward accrues in the month in which PaySaxas receives the relevant fee in full. The onboarding reward accrues in that month or, if later, in the month in which the Referred Customer completes Onboarding. A partly paid fee earns no Reward until it is paid in full. A fee received after the monthly statement has been issued accrues in the next statement.

4.3 A refund, credit note, chargeback or reversal of a fee that earned a Reward reduces the Rewards in the month in which it occurs, even after the Revenue Share Period has ended. The same applies when PaySaxas establishes that Applicable Law does not allow it to pay a Reward on a fee. If a credit note is cancelled, the reduction is reversed in the month of cancellation. A reduction during the Hold Period reduces the accrued Reward; a reduction after payment is set off under clause 5.7.

4.4 On the first day of each month PaySaxas makes available in the Partner Portal a statement for the previous month showing, for each Referred Customer identified only by a reference number, the Rewards accrued, reduced and pending.

4.5 The Partner may object to a statement, with reasons, within 30 days after it becomes available. PaySaxas responds within 30 days and explains its calculation without disclosing client information. Any correction is made in the next statement. Accepting a Payout Document does not waive an objection made in time. A statement not objected to in time is binding, except for manifest errors and reductions under clause 4.3.

4.6 Rewards under this Agreement are calculated on fees collected by PaySaxas and are paid by PaySaxas. Fees that a Referred Customer pays to another PaySaxas group company do not earn Rewards under this Agreement.

5. Payouts, holds and set-off

5.1 PaySaxas initiates payment of the Payable Balance on the Payment Date if, on the Gate Date:

(a) at least three persons introduced by the Partner completed onboarding with a PaySaxas group company in the preceding 365 days;

(b) the Payable Balance is at least EUR 500;

(d) the tax information required under clause 7.4 has been provided and no tax review under clause 13.6 is pending; and

(e) the Partner has accepted the version of this Agreement in force on the Gate Date,

and if the Payout Document has been accepted under clause 13.2 or 13.3 by 23:59 on the 5th day of the month, even if that day is not a Business Day. PaySaxas notifies the Owner in the Partner Portal and by email when a Payout Document is issued. A Payout Document accepted after that time is paid on the Payment Date of the following month.

5.2 If a condition in clause 5.1 is not met, no payout is made that month, PaySaxas tells the Partner which condition was not met, and the balance carries over. A balance never lapses. Conditions 5.1(a) and (b) do not apply to final settlement under clause 17.

5.3 The first payout, and the first payout after a change of payout details, are made at the Partner's request in the Partner Portal for the whole Payable Balance. The conditions in clause 5.1(a) to (e) are checked on the date of the request, and PaySaxas initiates the payment within 10 Business Days after the Owner accepts the Payout Document under clause 13.2 or 13.3. Afterwards the Partner is paid on Payment Dates.

5.4 Payouts are made by SEPA credit transfer in euro, only to the single verified account (IBAN) held in the Partner’s own name.

5.5 The Partner keeps its payout details up to date in the Partner Portal. Only the Owner may change them; new details are verified before use, and the next payout is then made under clause 5.3. A payout made to the details verified at the time of payment discharges PaySaxas.

5.6 PaySaxas screens the Partner before each payout. PaySaxas may hold a payout, without being in breach of this Agreement, while:

(a) a screening match, an approval required because the Partner or its beneficial owner is a politically exposed person, or another compliance review is pending;

(b) the Partner's verification is incomplete or, for a legal entity, has expired; or

PaySaxas tells the Partner about a hold under (b) and, under (c), that its payout details are being checked, unless Applicable Law prevents it or a hold under (a) applies to the same payout, and need not give reasons for a hold under (a). A held amount is paid no later than the first Payment Date after the hold ends.

5.7 PaySaxas may set off against later Rewards any amount paid in excess of the Rewards due, including Rewards later reduced under clause 4.3 and Rewards paid for a person who was not a Referred Customer or for whom clause 3.5 excludes Rewards. If this Agreement has ended or the excess has not been set off within three months, the Partner repays the excess within 14 days after PaySaxas's written notice stating the calculation.

6. The Partner's role and conduct

6.1 The Partner acts only as an introducer. Its role is limited to pointing prospective clients to PaySaxas, giving them Approved Materials and, at their request, passing their contact details to PaySaxas. It is not an agent of PaySaxas within the meaning of Directive (EU) 2015/2366, not a distributor of electronic money within the meaning of Article 3(4) of Directive 2009/110/EC, and not a third party on whose customer due diligence PaySaxas relies. PaySaxas carries out all client due diligence itself.

6.2 The Partner shall not:

(a) collect or receive any applicant's identification or due-diligence documents or information for an application to PaySaxas, transmit them to PaySaxas, or complete any part of an application on the applicant's behalf. Paragraph (a) does not prevent the Partner from advising its own client on the client’s own application, provided that the client completes and submits the application itself and the Partner does not collect, receive or transmit the client’s documents or information for it;

(b) receive, hold or transfer funds on behalf of an applicant, a client or PaySaxas, including funds to be paid into or out of an account with PaySaxas, other than payment to the Partner for its own goods or services;

(c) act, or present itself, as PaySaxas's representative or agent, make any statement or commitment on behalf of PaySaxas, or use any title or description suggesting this;

(d) negotiate prices or terms for the Services, or promise that an account will be opened or opened faster;

(e) make any statement about PaySaxas or the Services that is not contained in or consistent with Approved Materials, or give the impression that the Partner itself provides the Services;

(f) handle client enquiries or complaints about the Services, which it refers to PaySaxas;

(g) charge an applicant any fee for opening, or assisting with opening, an account with PaySaxas;

(h) call PaySaxas a bank, call account balances deposits or say that they are protected by a deposit guarantee scheme, or describe PaySaxas's authorisation in words other than those of the Approved Materials; or

(i) use a website, page, profile or application that copies or frames a website or application of PaySaxas or could be mistaken for one.

Paragraph (b) does not apply where the Partner acts, for its own client and not for PaySaxas, as a user authorised by that client under PaySaxas’s client terms.

6.3 Before or when introducing a prospective client, the Partner tells it clearly, in writing, that the Partner may receive remuneration from PaySaxas for the introduction. Every publication of the Partner that mentions PaySaxas or contains the Referral Link says so as well, in the wording given in the Approved Materials.

6.4 The Partner uses only Approved Materials and follows the partner marketing guidelines published in the Partner Portal, which form part of the Approved Materials. Any other material or publication mentioning PaySaxas, and any public posting of the Referral Link, requires PaySaxas's prior written approval. The Partner keeps copies of the materials it used, and a record of where it used them, for five years after their last use, and provides them to PaySaxas within 10 Business Days on request. On request, the Partner also tells PaySaxas how it came into contact with a person it introduced.

6.5 The Partner shall not:

(a) bid on PaySaxas's names or trademarks, or variations of them, in paid search or social media advertising;

(b) register domain names, social media accounts or application names containing them;

(d) offer cashback or other incentives to prospective clients without PaySaxas's written approval;

(e) use sub-affiliates or other third parties to promote the Services without PaySaxas's written approval; or

(f) conceal the source of traffic or alter the Referral Link.

6.6 The Partner promotes the Services only in the Approved Territories, and not to any person it knows or suspects to be a Designated Person, located in a Restricted Territory, or engaged in activities prohibited by PaySaxas's client terms. The Partner does not promote crypto-asset services of any PaySaxas group company to persons established or located in the European Economic Area. The Partner does not introduce a person that it knows or suspects to be applying for someone it does not disclose to PaySaxas, to be using false information, or to be applying mainly so that a Reward is earned. If the Partner learns that a person it introduced gave PaySaxas false information, it tells PaySaxas without delay.

6.7 PaySaxas does not tell the Partner who has applied through its Referral Link, or whether or why an application was accepted or refused; the Partner Portal shows each client attributed to the Partner only by a reference number, with the Rewards earned on it. The Partner does not request this information from PaySaxas staff. A client remains free to tell the Partner about its own application.

6.8 The Partner complies with applicable anti-bribery laws and does not offer or give any improper advantage to any person, including a public official, a prospective client’s staff or PaySaxas staff, in connection with the Programme; incentives approved under clause 6.5(d) are not an advantage for this purpose.

6.9 The Partner ensures that its staff, its group companies and any third party it uses under clause 6.5(e) comply with clauses 6, 10 and 12, and is responsible for them as for itself. Only the Partner earns Rewards.

7. Verification, screening and tax information

7.1 A Partner who is an individual provides the identification data requested in the Partner Portal, including its name, date of birth, country of residence and contact details. PaySaxas does not require an identity document at registration.

7.2 A Partner that is a legal entity completes PaySaxas's business verification at registration and in any case before its first payout. Business verification includes a current registry extract, information on the Partner's beneficial owners and evidence of its representative's authority.

7.3 PaySaxas screens the Partner and, for a legal entity, its directors and beneficial owners, against sanctions lists, lists of politically exposed persons and adverse-media sources before each payout. If a potential match cannot be cleared otherwise, PaySaxas may ask for an identity document, which the Partner uploads in the Partner Portal and which is used only to clear that match and, if the match is confirmed, kept to establish or defend legal claims as described in the Partner Privacy Notice. PaySaxas may use third-party providers for verification and screening.

7.4 Before its first payout, the Partner provides, through the Partner Portal, the tax information PaySaxas requests, including its tax residence, whether it carries on business, whether it performs its activities under this Agreement in Finland, partly in Finland or outside Finland, its tax identification number (for an individual whose payments are reported to the Finnish Incomes Register, the Finnish personal identity code or a foreign tax identification number and its issuing country), VAT status, prepayment register status and, where relevant, its tax card, together with any evidence of this information that PaySaxas reasonably requests. Tax identifiers are accepted only through the Partner Portal.

7.5 Within 10 Business Days, the Partner updates in the Partner Portal, or notifies PaySaxas where the Partner Portal does not allow the change, any change to the information provided under this clause 7 or clause 8, including its country of residence, its tax status and the place where it performs its activities.

8. Representations

8.1 Each party represents that it has full power and authority to enter into and perform this Agreement, and that doing so does not breach any law or obligation binding on it. A Partner that is a legal entity also represents that it is duly incorporated and validly existing, and that its Owner is authorised to accept this Agreement and to accept or reject Payout Documents on its behalf.

8.2 The Partner represents, on acceptance of this Agreement and on each Payment Date, that:

(a) it is resident or incorporated, and holds its payout account, in an Accepted Country;

(b) neither it nor, for a legal entity, any of its beneficial owners, directors or representatives is a Designated Person or located in a Restricted Territory;

(c) it holds every licence, registration or authorisation that its business and its activities under this Agreement require in each country where it carries them out and, for a legal entity, has disclosed to PaySaxas any regulatory investigation concerning its compliance with financial services or anti-money laundering rules;

(d) neither it nor its owners or directors are employees, officers or contractors of a PaySaxas group company; and

(e) all information it has provided is true, complete and up to date.

8.3 The Partner notifies PaySaxas without delay if any representation ceases to be true, including if the Partner or its beneficial owner is or becomes a politically exposed person.

9. Relationship of the parties

9.1 This Agreement is non-exclusive. It does not create a partnership, joint venture, franchise, agency or employment relationship, and the Partner has no authority to bind PaySaxas.

9.2 The Partner bears its own costs, taxes, insurance and licences.

10. Personal data

10.1 Each party is a separate controller of the personal data it processes under this Agreement and complies with Regulation (EU) 2016/679 (GDPR) and other applicable data protection law.

10.2 PaySaxas processes the personal data of the Partner, and of a corporate Partner's representatives, directors, beneficial owners and portal users, as described in the Partner Privacy Notice. A corporate Partner makes the notice available to them.

10.3 PaySaxas does not share applicants' or clients' personal data with the Partner beyond the reference numbers and Rewards shown in the Partner Portal.

10.4 Where the Partner gives PaySaxas personal data of a prospective client (for example, to request an assignment under clause 3.3), it does so only at that person's request or with its agreement, on a valid legal basis, after informing the person as Articles 13 and 14 GDPR require, and never includes identification or due-diligence documents.

10.5 The Partner is responsible for its own marketing communications, including any consent required for electronic direct marketing.

11. Intellectual property

11.1 PaySaxas grants the Partner a revocable, non-exclusive, non-transferable, royalty-free licence to use PaySaxas's names, logos and Approved Materials, unchanged and only for the Programme. The licence ends when this Agreement ends.

11.2 The Partner does not use PaySaxas's intellectual property in a way that is misleading or could harm PaySaxas's reputation.

12. Confidentiality

12.1 The Partner keeps confidential, and uses only for this Agreement, all non-public information about PaySaxas, its group, clients and applicants, including any information about a compliance review or screening, and ensures that its staff and advisers do the same.

12.2 Clause 12.1 does not apply to information that is public through no fault of the Partner, or that must be disclosed by law or to a competent authority.

13. Invoicing and taxes

13.1 Rewards are stated exclusive of VAT. VAT is added, or the reverse-charge mechanism applies, as required by law.

13.2 The Partner agrees that PaySaxas issues self-billed invoices for the Rewards in the Partner’s name and on its behalf under Article 224 of Directive 2006/112/EC. Each invoice is marked “Self-billing” and is numbered in a separate series controlled by PaySaxas. The Partner checks each invoice and, if it is incorrect, rejects it, with reasons, by objecting to it in the Partner Portal or by notice under clause 19.1; PaySaxas then cancels it and issues a corrected invoice. An invoice is accepted when the Owner accepts it in the Partner Portal. Acceptance does not limit the Partner’s right to object under clause 4.5. The Partner does not issue its own invoice for the same Rewards.

13.3 For a Partner who is an individual not carrying on business, PaySaxas issues a payment statement instead of an invoice. The Partner checks, rejects and accepts the payment statement as clause 13.2 provides for invoices.

13.4 PaySaxas withholds tax where Finnish law requires it, including under the Prepayment Act (1118/1996), on the basis of the information provided under clause 7.4, and reports payments to the Incomes Register where required. If the Partner's tax card is missing or has expired, or its prepayment register status is missing, withholding is made at the rate the law prescribes for that case. Where tax is withheld, the Payout Document states the gross amount, the tax withheld and the amount paid.

13.5 Each party bears its own taxes. The Partner indemnifies PaySaxas against taxes, interest and penalties resulting from incorrect or incomplete information it provided.

13.6 If the information provided does not allow PaySaxas to determine the correct tax treatment, PaySaxas places the Partner in tax review and tells it why. No payout is made until PaySaxas has recorded the Partner's tax treatment, which applies from the next Gate Date; the balance carries over. A change in the information the treatment was based on may require a new review.

14. Liability

14.1 Neither party is liable for indirect or consequential loss, including loss of profit or business.

14.2 PaySaxas’s total liability under this Agreement is limited to the greater of EUR 1,000 and the Rewards paid or payable to the Partner in the 12 months before the event giving rise to the claim. This limit does not apply to the payment of Rewards that have become payable.

14.3 The limitations in this clause 14 do not apply to loss caused intentionally or by gross negligence.

14.4 The Partner indemnifies PaySaxas against losses, fines, penalties and third-party claims arising from: (a) the Partner's breach of clause 6, 8, 10 or 12; (b) statements about PaySaxas or the Services not contained in Approved Materials; or (c) the Partner's fraud or wilful misconduct.

15. Changes to this Agreement

15.1 PaySaxas may amend this Agreement or the Rewards Page by notice in the Partner Portal and by email at least 30 days before the change takes effect. A change required by Applicable Law or an authority may take effect earlier, and a change solely in the Partner's favour may take effect immediately.

15.2 A change to Rewards or payout terms applies only to Rewards accruing after the change takes effect and does not reduce Rewards for Referred Customers who completed Onboarding before that date.

15.3 A Partner that does not accept a change may terminate this Agreement before the change takes effect. Its final settlement, and any revenue share continuing under clause 16.5, then follow the terms in force before the change.

15.4 A Partner that has not accepted a change that has taken effect is not paid until it accepts it (clause 5.1(e)); its balance carries over and does not lapse. This does not apply to final settlement under clause 17.

15.5 Previous versions of this Agreement and of the Rewards Page, with their dates of validity, remain available in the Partner Portal.

16. Term, suspension and termination

16.1 This Agreement continues until terminated.

16.2 The Partner may terminate this Agreement at any time by notice in the Partner Portal or by email to partners@paysaxas.com. PaySaxas may terminate it without cause on 30 days’ notice, including where, for 24 months, no person has started an application through the Partner’s Referral Link or been assigned to the Partner. A notice given for that reason lapses if, during the notice period, a person starts an application through the Partner’s Referral Link or is assigned to the Partner.

16.3 Either party may terminate this Agreement with immediate effect if the other party materially breaches it and, where the breach can be remedied, does not remedy it within 14 days after notice. PaySaxas may also terminate this Agreement with immediate effect if:

(a) Applicable Law or a competent authority requires it;

(b) the Partner breaches clause 6.2 or 6.6, or the representation in clause 8.2(b) is untrue;

(d) information provided by the Partner is materially false, or is not updated within 10 Business Days after PaySaxas's request; or

(e) the Partner becomes insolvent or ceases business.

PaySaxas need not give reasons for a termination under (a) or (c).

16.4 PaySaxas may stop assigning new clients to the Partner while it investigates a suspected breach of this Agreement.

16.5 No person becomes a Referred Customer of the Partner after termination. No Reward accrues on fees received after the end of the month in which termination takes effect, except that, where PaySaxas terminates this Agreement under clause 16.2 or the Partner terminates it under clause 15.3, the revenue share continues to accrue on the Fees Collected from Referred Customers who completed Onboarding before termination until the end of their Revenue Share Periods.

16.6 Within 5 Business Days after termination, the Partner removes PaySaxas's materials, trademarks and Referral Links from all its channels and deletes PaySaxas's confidential information, unless the law requires it to keep it.

16.7 Clauses 3.7, 4.1 to 4.5, 5, 6.4 (record-keeping), 7.3 to 7.5, 10, 12, 13, 14, 16.5 to 16.7, 17, 19, 20 and 21, and any other provision that by its nature is intended to apply after termination, survive termination.

17. Final settlement

17.1 On termination, PaySaxas pays the Partner’s balance in one final settlement on the first Payment Date after the last Hold Period ends, without conditions 5.1(a) and (b) and without a payout request. Where the revenue share continues to accrue under clause 16.5, PaySaxas instead pays the Payable Balance on each Payment Date under clause 5, without conditions 5.1(a), (b) and (e) and without a payout request, and makes the final settlement on the first Payment Date after the Hold Period of the last Reward accruing under clause 16.5 ends. A Partner that terminated under clause 15.3 is paid without accepting the change.

17.2 If the Partner has no verified payout details, PaySaxas notifies the Partner and holds the balance until they are verified. The balance does not lapse except by limitation. The limitation period under the Act on Limitation of Debts (728/2003) runs from the Payment Date on which the final settlement first became due.

17.3 If PaySaxas terminates this Agreement for the Partner's breach, PaySaxas may withhold from the final settlement, for no longer than 60 days after termination, an amount not exceeding its reasonably estimated loss. PaySaxas may set off only loss that it has documented and notified to the Partner in writing, with its calculation, within that period. The rest is paid on the next Payment Date. No balance is forfeited. Where clause 17.4 also applies, clause 17.4 prevails.

17.4 If this Agreement is terminated on grounds relating to money laundering, terrorist financing or sanctions, or while a compliance review concerning the Partner is pending, the balance is withheld until the review is completed and is then paid, unless Applicable Law prohibits the payment. The balance is not forfeited.

17.5 Until its final settlement has been paid, the Partner keeps access to the Partner Portal to see its earnings and to view, accept or reject Payout Documents.

18. Force majeure

18.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including war, sanctions and other restrictive measures, orders of authorities, failures of payment systems or telecommunications, natural disasters and epidemics, provided that it notifies the other party without undue delay. Payment obligations are postponed, not cancelled, and are performed promptly after the event ends.

19. Notices

19.1 PaySaxas gives notices in the Partner Portal and to the email address registered for the Owner in the Partner Portal. The Partner gives notices in the Partner Portal or to partners@paysaxas.com. An email is deemed received on the Business Day after it is sent, unless the sender receives a delivery failure message.

20. General

20.1 This Agreement is governed by the laws of Finland, excluding their conflict-of-laws rules. Disputes are resolved by the District Court of Helsinki as the court of first instance.

20.2 This Agreement is concluded in English. Translations are for information only, and the English version prevails.

20.3 This Agreement and the Rewards Page form the entire agreement on the Programme, including the Partner's use of the Partner Portal. If the Partner is also a client of PaySaxas, its client terms govern its own account, not its participation in the Programme. The Rewards Page prevails on the rates, subject to rates agreed in writing under clause 4.1, and on the length of the Revenue Share Period; otherwise this Agreement prevails.

20.4 The Partner may not assign or transfer this Agreement without PaySaxas's written consent. PaySaxas may transfer this Agreement to another PaySaxas group company on 30 days' notice if the transferee assumes all obligations under it, including payment of accrued balances.

20.5 If a provision of this Agreement is invalid, the rest of it remains in force. A failure to exercise a right is not a waiver. No third party has rights under this Agreement.

21. Transitional provisions

21.1 This clause applies to a Partner that participated in the affiliate programme under the Affiliate Program Rules of 20 December 2025 with PaySaxas Financial Solutions Corporation ("FSC") and accepts this Agreement.

21.2 Rewards accrued and unpaid under those Rules are carried into this Agreement once PaySaxas has reconciled the balance with the Partner and confirmed it in the Partner Portal, and are then paid under clause 5. Conditions 5.1(a) and (b) do not apply to a carried balance. Those Rules end for the Partner when it accepts this Agreement. Until the carried balance is confirmed, FSC remains liable for it.

21.3 A customer who became the Partner’s referred customer under those Rules before the Partner accepted this Agreement is a Referred Customer of the Partner under this Agreement, even if clause 3.3 is not met. The Partner earns revenue share on the Fees Collected from that customer from the date the Partner accepts this Agreement until the end of that customer’s 12-month period under those Rules. Onboarding Fees received before that date earn no onboarding reward under this Agreement.

21.4 Referral links issued under those Rules work as the Partner's Referral Link until PaySaxas asks the Partner to replace them. Materials the Partner used under those Rules may be used only after PaySaxas has approved them under clause 6.4.