General Terms and Conditions for Merchants

Scope of Application

These General Terms and Conditions ("GTC") are entered into between SwizzX GmbH, Baarerstrasse 107, 6300 Zug, Switzerland ("SwizzX") and the Merchant as specified in the Order Form ("Merchant Name") (SwizzX and the Merchant together the "Parties"). These GTC and the online form that refers to the GTC ("Order Form") together constitute a legally binding agreement ("Agreement") between SwizzX and the Merchant. The online registration of the Merchant in the Solution, together with the fee plan and price sheet shown there, also constitutes an Order Form; the order is confirmed when SwizzX activates the Merchant account. The Agreement enters into force on the date on which the Order Form has been fully signed by both Parties or, in the case of conclusion via the website, upon the explicit confirmation of the order by the company ("Effective Date").

The Merchant acknowledges that all information made available on the website constitutes non-binding price and service information only and that, unless otherwise agreed, only an Order Form accepted by the company together with these GTC form part of the contract.

Solution

SwizzX provides the services and solutions listed in the respective Order Form for the term specified therein and in accordance with the terms of this Agreement.

SwizzX develops and offers the Merchant a software solution which enables the Merchant to accept payments in cryptocurrencies and to have the equivalent credited in the fiat currency chosen by the Merchant (CHF, EUR, USD or GBP) ("Solution"). The technical execution of the exchange of cryptocurrencies into fiat currencies is carried out by the execution partner engaged by SwizzX, a financial intermediary affiliated with the VQF ("Execution Partner"). The Merchant enters into this Agreement exclusively with SwizzX. The Execution Partner is not a party to the contract but acts as a technical and regulatory subcontractor on behalf of SwizzX.

Technical Integration of the Solution

SwizzX provides the Merchant with the technical details and documentation for integrating the Solution free of charge. The Merchant is responsible for connecting the Solution to its systems. SwizzX may adjust the technical requirements and the documentation for the integration at any time and will in such case inform the Merchant as early as possible. Unless otherwise agreed, the Merchant shall bear all of its own costs associated with the integration and its updates.

Operation, Maintenance, Support

SwizzX makes the Solution available to the Merchant for the term of the contract and applies reasonable care and skill in providing the services in order to keep the Solution free of viruses and other harmful software programs.

SwizzX provides the Merchant with reasonable support and endeavours to ensure reasonable availability during SwizzX's business hours. Downtime (e.g. for maintenance work) that SwizzX announces reasonably in advance is not counted towards the minimum availability.

However, SwizzX provides the Solution "as is" and "as available" and is not liable for interruptions in availability. SwizzX cannot guarantee that the Solution will always run error-free and without interruptions or disruptions. SwizzX reserves the right to carry out maintenance work or improvements to the Solution and its infrastructure at its own discretion. The Merchant is aware that this may temporarily result in delays or outages. SwizzX will, where possible, inform the Merchant in advance of planned interruptions. Any further warranty is excluded.

Access & Use

The Solution is accessible to the Merchant via individual user accounts ("User Account").

The Merchant must provide accurate, current and complete information during registration and keep its account information up to date.

The Merchant is responsible:

• for controlling access to its User Accounts and for granting access to the User Accounts to its personnel;
• for training its personnel in the use of the Solution;
• for maintaining the confidentiality and security of its User Account access credentials, and must not disclose its access credentials to third parties.

The Merchant is liable for activities carried out through the User Accounts of its personnel and must notify SwizzX immediately if it suspects that its access credentials have been lost or stolen or that its account has otherwise been compromised.

The Merchant undertakes:

• not to circumvent or attempt to circumvent the security measures of the Solution;
• not to use the Solution in an unlawful or fraudulent manner or for unlawful or fraudulent purposes or with corresponding effects;
• not to access the Solution via an automated system or take any action that places an unreasonable load on the infrastructure of the Solution;
• not to circumvent the measures that SwizzX may take to prevent or restrict access to or use of the service.

The Merchant may not sell, sublicense, grant access to or otherwise make available the Solution or parts thereof to third parties.

The Merchant shall designate a responsible contact person, provide SwizzX with current contact details at all times and ensure that the contact person can be reached.

Blocking and Deletion of the User Account

SwizzX has the right, and upon the Merchant's request, in particular in the event of a report requesting an account block, is obliged, to block or delete the account or the access credentials. An account may also be blocked or deleted for the following reasons: (i) if there is good cause for termination of the terms of use, (ii) if there are reasons that make it necessary from a security perspective (regarding the access credentials, the secure operation of the software or the account itself), (iii) if false information was provided during registration or updates were not made, (iv) if the account was transferred to third parties or access to it was granted to third parties, (v) in the event of violations of applicable law, public morals or the terms of use, (vi) in the event of a report by the Execution Partner relating to compliance violations, in which case SwizzX is obliged to block or delete the account. A Merchant whose account has been blocked or deleted may not use the platform with another account.

SwizzX informs the Merchant, where possible before, but at the latest after, the blocking or deletion of the account. As soon as the reasons for a block no longer exist, SwizzX lifts the block or replaces the access credentials and informs the Merchant accordingly.

End User Payments

Payment Processing

Once the Solution has been correctly integrated, an End User can settle claims of the Merchant arising from the purchase of goods and services via the Solution using the payment options made available.

As part of the payment process, the End User must enter the fiat amount of the underlying transaction, whereupon the user is shown payment options in various cryptocurrencies with current exchange rates. In addition, a notice is displayed that, upon selection of one of the payment options made available, the claim is assigned by the Merchant to SwizzX. SwizzX is entitled, at its own discretion, to make further payment options available to the End User or to discontinue existing payment options.

Assignment of Claims

The Merchant hereby assigns to SwizzX the claims in the currency selected by the End User and in the confirmed amount according to the payment option. Each assignment takes effect upon confirmation of the payment transaction by SwizzX in the Solution. Confirmation takes place as soon as the user has transferred the specified amount to the wallet address indicated in the Solution. The confirmation is displayed to the Merchant by e-mail and directly in the Solution. If the amount transferred falls short of the stated amount by no more than the underpayment tolerance set by the Merchant in the Solution, a confirmation is issued for the amount actually transferred; the claim is assigned and purchased in that amount, the agreed fees are calculated on that amount, and the Merchant bears the shortfall. If the shortfall is larger, no confirmation is issued unless the Merchant accepts the payment in the Solution, in which case the preceding sentence applies. If the amount transferred is too high, a confirmation is issued. In the case of an unconfirmed payment or an overpayment, it is up to the user to contact SwizzX to reclaim the amount. SwizzX may charge fees for a refund. From the time of confirmation, the collection risk lies entirely with SwizzX.

The Merchant expressly confirms that it has not assigned its claims, either individually or globally, in favour of other creditors and that it is entitled to assign the claim to SwizzX.

SwizzX is entitled at any time to notify the users of the assignment of claims in writing (including by e-mail) and to collect the amounts directly.

Purchase of Claims and Payout

SwizzX purchases the assigned claims from the Merchant at the purchase price of the services or goods less the agreed fees. The Merchant's balance on the Merchant account is kept in the fiat currency that the Merchant chooses in the Solution from CHF, EUR, USD and GBP (the "Account Currency"); unless the Merchant chooses otherwise, the Account Currency is CHF. Each confirmed payment is credited to the Merchant's balance in the Account Currency at the exchange rate fixed in the quote shown to the End User at checkout (Payment Processing), less the Conversion Spread where the Merchant bears it. The Merchant may change the Account Currency in the Solution. The change takes effect immediately: payments quoted after the change are credited in the new Account Currency, while a payment quoted before the change is credited in the currency of its quote. A balance held in a previous Account Currency remains payable in that currency, and payouts from it are made as before. The Merchant may at any time convert a balance held in a previous Account Currency into the current Account Currency in the Solution at the reference exchange rate applicable at the time of the conversion; the conversion is not subject to any conversion fee, exchange spread or other charge. Payouts to a bank account are made in the Account Currency or in another currency supported in the Solution; the payout fees according to the price sheet apply. A payout in a currency other than the Account Currency is converted at the market rate at the time of the payout request. Payouts to the Merchant's bank account are not subject to any conversion fee, exchange spread or other charge beyond the fees stated in the price sheet. Where SwizzX offers payouts in cryptocurrencies, the amount paid out is converted from the Account Currency at the market rate at the time of the payout request and transferred to a wallet address of the Merchant approved in the Solution. Unless otherwise agreed, payouts to the Merchant are made on the Merchant's request or, if automatic payouts have been activated for the Merchant and the Merchant has chosen a payout schedule in the Solution, according to that schedule (daily, weekly or monthly), in each case subject to the minimum payout amount and the holding period, to the account specified by the Merchant. The Merchant is responsible for providing correct bank account and company details and for promptly notifying any changes.

Credited amounts become available for payout after a holding period of two days from confirmation. SwizzX may set a different holding period of one to seven days for an individual Merchant; the holding period that applies to the Merchant is shown in the Solution.

The Execution Partner, on behalf of SwizzX, converts the amount received in accordance with the selected payment option, less any additional fees, into fiat currency and transfers payouts to the Merchant's bank account. SwizzX and the Execution Partner carry out the conversion at their own risk and at their own discretion as to its timing and manner; from the time of the quote, the Merchant bears neither the price risk of the cryptocurrency paid nor the exchange-rate risk of its conversion into the Account Currency.

Verification of the Merchant and of Transactions

SwizzX and/or the Execution Partner may be obliged to collect, process and disclose to third parties data in connection with the business relationship with the Merchant, including data that identifies the Merchant or enables its identification, or data relating to end customers and their transactions, including but not limited to banks and payment systems involved in the execution of payments. This includes in particular customer identification documents (Know Your Customer, "KYC", and Know Your Business, "KYB"). By entering into this Agreement, the Merchant authorises SwizzX and the Execution Partner to collect the relevant data of the Merchant and, where necessary, to disclose it to third parties, including authorities and group companies, in order to fulfil regulatory or statutory requirements, to comply with official requests or to protect their own legitimate interests. The Merchant undertakes to cooperate in the collection of the data and to provide all data necessary for the fulfilment of its KYC/KYB obligations.

The Merchant acknowledges that neither SwizzX nor the Execution Partner enters into a business relationship with the end customers and that they are not responsible for the anti-money-laundering verification of the end customers. In cases of suspicion, however, SwizzX and the Execution Partner are authorised to delay or block transactions of end customers or to request additional documents. The Merchant is obliged to cooperate fully in cases of suspicion.

Fees and Payment Terms

SwizzX invoices the Merchant the fees set out in the Order Form (the "Fees").

The Fees comprise in particular the agreed service commission, which is deducted immediately upon receipt of the end customer's payment, as well as any payout fees in accordance with the price sheet referenced in the Order Form. These fees are likewise deducted immediately upon payout to the Merchant. The price sheet forms part of the Order Form.

The service commission is collected as a spread on the conversion of the End User's payment (the "Conversion Spread"). The Conversion Spread is the service commission and not an additional charge; no further conversion fee, exchange spread or FX charge is levied on the End User's payment or on the amount credited to the Merchant. The Merchant chooses in the Solution whether the Conversion Spread is borne by the Merchant and deducted from the amount credited (default setting) or passed on to the End User and added to the amount payable by the End User. SwizzX collects the Conversion Spread in either case.

The following conditions apply to payouts:

• Payouts in CHF to a Swiss bank account are possible without any additional payout fee. Neither a minimum nor a maximum amount applies.
• For payouts in EUR to a Swiss bank account with a CH IBAN, in CHF to a foreign bank account, or in another foreign currency, the Merchant's balance must first reach an equivalent value of at least CHF 5'000. The balance is accumulated per Merchant. Once this minimum amount has been reached, the payout is free of charge.
• If the Merchant requests a payout before the minimum amount of CHF 5'000 has been reached, a fee of CHF 25 is deducted from the payout amount. Where the Merchant has set a minimum balance for automatic payouts in the Solution, this counts as such a request for every automatic payout made before the minimum amount of CHF 5'000 has been reached.

Any additional invoices/fees, or the fees named above where a separate deduction arrangement has been agreed with the Merchant, are due within 14 days of invoicing. In the event of late payment, default interest of 5% p.a. is charged. All fees are in CHF and exclusive of value added tax unless otherwise stated.

If the Merchant fails to pay the agreed fees, SwizzX may suspend the provision of its services. The Merchant remains liable for all costs and fees incurred during a suspension.

Payments are made via the payment methods provided by SwizzX.

To the extent permitted by law, all fees are non-refundable.

Early Termination

In the event of early termination of the contract by the Merchant, (i) fees already paid will not be refunded and (ii) fees not yet paid for the remaining term of the contract are payable in full and will be invoiced up to the time of termination. Point (ii) does not apply where the Merchant terminates the Agreement at any time under "Term and Termination"; in that case, only the fees incurred up to the time the termination takes effect and not yet paid remain due.

Adjustment of Fees

SwizzX is entitled to unilaterally adjust all fees in line with:

• changes in the Swiss consumer price index
• additional costs resulting from price adjustments by SwizzX's suppliers and partners, as well as from currency fluctuations

SwizzX notifies the Merchant of such price adjustments in writing, including the reasons and the basis of calculation, at least 30 days in advance.

In addition, SwizzX may revise the standard Fees that apply to all Merchants and, if a Merchant's transaction volume or risk classification changes or in the event of suspicious activity, the Fees individually agreed with that Merchant, by notice in the Solution and by e-mail. Individually agreed Fees are set and shown in the Solution, and a change of such Fees is also notified there. The notice states the revised Fees, the reason for the revision and the date from which the revised Fees apply, which is at least 30 days after the notice. The revised Fees apply from that date without any further acceptance by the Merchant; until then the previous Fees apply. The Merchant's right to terminate the Agreement at any time under "Term and Termination" remains unaffected.

Confidentiality

The Parties may disclose confidential information to each other. Confidential information includes, without limitation, all information that is marked as confidential or has otherwise been designated as confidential or can reasonably be regarded as confidential and is attributable to the Merchant or SwizzX. This obligation extends to all information relating both to the internal organisation of the Parties and to their relationships with third parties. Information that is publicly available or accessible, as well as information that the receiving Party has lawfully obtained without restriction or developed independently, is not deemed confidential.

Each Party will: (i) protect the other Party's confidential information with the same degree of care it uses to protect its own confidential information, but in no event with less than reasonable care; and (ii) not disclose the confidential information except to affiliates, employees, agents and professional advisers who need to know such information and who have committed to treat it confidentially.

The Parties remain bound by this confidentiality obligation towards the other Party even after termination of the Agreement.

Data Protection

The Parties undertake to comply with the applicable data protection provisions in the performance of this Agreement. The Parties are aware that the conclusion and performance of this Agreement may result in the processing of personal data of the Parties or of their affiliated companies, shareholders, members, executives and employees. The Parties agree, to the extent required by the applicable statutory provisions, to enter into a data processing agreement in order to specify their data protection obligations in more detail.

The retention and deletion of data follow the Data Retention Schedule published in the Legal section of the Qint website (qint.ch). Requests for deletion are executed when the applicable statutory retention period ends; for business records under Swiss law, this period is ten years. SwizzX confirms the deletion date to the requesting party in writing.

Intellectual Property

All intellectual property rights, including all copyrights, trademarks, know-how and other intellectual property rights in the Solution ("IPR"), remain with SwizzX.

SwizzX grants the Merchant a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Solution in accordance with the Agreement. Any other use of the IPR, in particular the modification, copying, transfer, distribution, display, performance, reproduction, publication, licensing, framing, creation of derivative works, transmission or commercialisation of the available content or any part thereof, is prohibited.

For the purpose of improving its platform, SwizzX reserves the right to ask the Merchant to provide feedback via forms, questionnaires and surveys ("Feedback"). SwizzX is entitled to use or not use this Feedback without incurring any financial or other obligation towards the Merchant. The Merchant assigns to SwizzX all rights (including but not limited to intellectual property rights), title and interest in the Feedback and acknowledges that it has no claims with respect to the Feedback.

Liability and Indemnification

SwizzX is fully liable to the Merchant for damage resulting from gross negligence or wilful misconduct on the part of SwizzX.

In all other cases, SwizzX's liability under the Agreement is excluded to the maximum extent permitted by applicable law.

Neither Party is liable for breaches of this Agreement (with the exception of payment obligations) that are attributable to circumstances beyond the Parties' control (force majeure).

Advertising

SwizzX has the right to use the Merchant's name and logo for advertising purposes, both online and offline.

Further marketing measures will be coordinated between the Parties. The Parties undertake to cooperate in a reasonable manner and to act in good faith in joint marketing measures within the scope of the Parties' cooperation.

Term and Termination

Unless otherwise agreed in the Order Form, the term of the contract is one year. At the end of the contract term, the term is extended by a further year in each case unless the Agreement has been terminated in due time before the end of the contract term.

Unless otherwise agreed, the Merchant may terminate the Agreement at any time by closing its Merchant account in the Solution; the termination takes effect once the remaining balance has been paid out to the Merchant. SwizzX may terminate the Agreement subject to a notice period of 90 days.

In addition, either Party may terminate the Agreement at any time with immediate effect if:

• I. the other Party commits a material breach of this Agreement (including default in payment) and such breach cannot be remedied within 14 days of notification; or
• II. the other Party becomes insolvent or is the subject of bankruptcy or other insolvency proceedings.

Upon request, the Parties are obliged, after termination of the Agreement, to return all files, documents, data or other materials provided by the other Party.

Miscellaneous

Entire Agreement: This Agreement constitutes the final agreement of the Parties with respect to the matters referred to herein and supersedes all prior agreements and understandings.

Any deviation from the GTC in the Order Form or other documents that is not provided for in the GTC requires an express reference to the amended clause of the GTC. The Merchant's general terms and conditions are excluded unless they have been expressly acknowledged by SwizzX.

Amendments to the GTC: SwizzX may publish a revised version of these GTC. SwizzX notifies the Merchant of the publication in the Solution and by e-mail, and the Merchant is asked to accept the revised GTC at its next sign-in to the Solution. The Merchant may accept the revised GTC within 90 days of their publication; until acceptance, the previous GTC continue to apply and the Solution remains available to the Merchant without restriction. If the Merchant has not accepted the revised GTC within 90 days of their publication, SwizzX may suspend the acceptance of new payments for the Merchant until the Merchant accepts them; the Merchant's existing balance remains payable, payouts continue to be made and the Merchant retains access to the Solution. The Merchant's right to terminate the Agreement at any time under "Term and Termination" remains unaffected.

Notices: Notices must be made in text form and are to be sent:

• To SwizzX: by e-mail to: legal@qint.ch;
• To the Merchant: by e-mail to the last e-mail address provided by the Merchant for this purpose. It is the Merchant's responsibility to keep the contact information provided up to date.

No Assignment: The Merchant may not assign its rights, obligations or claims under the Agreement without the prior consent of SwizzX.

Severability: Should any provision of these GTC or the content of any annex to these GTC be found to be unlawful, invalid or otherwise unenforceable, this shall not affect the validity of the remaining provisions of this Agreement. The Parties will replace such provision or content with a valid provision or content that comes as close as possible to the original economic purpose.

Governing Law and Jurisdiction: These GTC and all legal relationships arising from this contractual relationship are governed by Swiss law, excluding the conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the registered seat of SwizzX have exclusive jurisdiction for all disputes arising from or in connection with the GTC.

Links: All content on the platform is provided with the greatest care and to the best of our knowledge and serves information purposes only. Where SwizzX refers to third-party websites by means of hyperlinks in the software, SwizzX assumes no liability for the continued currency, correctness and completeness of such external content, as it lies outside its sphere of influence and SwizzX has no control over its future design. Should you notice content that violates applicable law or otherwise appears inappropriate, SwizzX requests that you notify it accordingly.