Platform Service Provider Agreement

Recitals

This agreement is prepared for freelancers, digital service producers and independent service providers. Individuals and businesses who wish to offer their services to global customers through the Payoup platform operate as a "Service Provider" under this agreement.

THIS AGREEMENT IS ENTERED INTO ON THE BASIS THAT:

1. Payoup operates a technology and commercial infrastructure platform that sources products and services from independent service providers and resells such products and services to customers as principal seller;
2. Payoup acts as the seller and Merchant of Record ("MoR") towards customers in connection with customer sales conducted through the Platform;
3. The Service Provider is not the seller, agent, representative or recipient of payment from the customer, but is an independent supplier providing the relevant Service to Payoup;
4. The Service Provider is responsible to Payoup for the production, quality, delivery, legality and technical content of the Service, as well as for providing the related technical support and revisions; this responsibility runs to Payoup rather than directly to the customer;
5. The Service Provider may list its products and services on the Platform by setting the selling price; Payoup, as a rule, adopts and approves this price as the Retail Price applicable to the customer or may modify it in accordance with its own commercial policies; in all cases, the sale to the customer shall be made by Payoup in its own name;
6. The Service Provider's entitlement against Payoup is not an entitlement to any funds received from a customer, but a Supplier Price receivable arising from the Service purchased by Payoup from the Service Provider;
7. Customer payments may be processed through licensed third-party payment service providers on behalf of Payoup and in connection with Payoup's own commercial receivable arising from the customer sale;
8. Payoup does not accept, hold, safeguard or transfer customer funds on behalf of the Service Provider;
9. The Parties wish to establish the commercial terms governing the Service Provider's supply of services to Payoup and Payoup's resale of such services to customers.

In consideration of the above, the Parties agree as follows.

Article 1 — Definitions

1. "Platform": www.payoup.com operated by Payoup, together with the relevant applications, payment interfaces, store tools, APIs, payment links and all related technology services.
2. "Payoup": ENEXFI LTD, which sells the Services to customers in its own name and for its own account and acts as the seller and Merchant of Record towards customers.
3. "Service Provider": An independent individual or legal entity that supplies Services to Payoup for resale to customers by Payoup. This term includes freelancers, digital service producers and independent service providers, and the Service Provider acts as Payoup's independent supplier and subcontractor. The Service Provider is not a party to the customer sale.
4. "Customer": The end user or business purchasing the Service from Payoup through the Platform or any sales channel provided by Payoup.
5. "Service" (also referred to, interchangeably, as "Products and Services" or "products and services"): Any digital or other permitted products and services produced, provided, supplied or delivered by the Service Provider and resold by Payoup to customers. References in this Agreement to "Service" shall be construed to include both products and services offered through the Platform.
6. "Retail Price": The final sales price applied by Payoup to the customer in its own name. The Customer's obligation to pay this amount is owed to Payoup.
7. "Supplier Price": The commercial amount payable by Payoup to the Service Provider for purchasing the relevant Service from the Service Provider, calculated in accordance with the applicable pricing and commercial terms. The Supplier Price is a separate and independent commercial debt, distinct from any customer payment.
8. "Payoup Margin" or "Resale Margin": The commercial difference between the Retail Price at which Payoup sells the relevant Service to the customer and the Supplier Price that Payoup pays to the Service Provider (5.9% + $0.50 per transaction). This is not a commission deducted from customer funds belonging to the Service Provider, but Payoup's commercial revenue derived from its resale activity as principal seller.
9. "Order": A Service transaction sold by Payoup to a customer and fulfilled by the Service Provider in its capacity as Payoup's supplier.
10. "Supplier Payment": A payment made by Payoup to the Service Provider in satisfaction of Payoup's own Supplier Price liability to the Service Provider.
11. "Payment Processor": A licensed third-party payment service provider, acquiring institution or relevant payment institution used by Payoup for processing and settling customer payments.
12. "Payment Service Provider": A licensed third-party payment service provider or financial institution used by Payoup to make payments of its own supplier liabilities to Service Providers.
13. "Settlement": The transfer of Payoup's receivables arising from customer sales by the Payment Processor to Payoup's merchant account or to an account designated in Payoup's name, in accordance with the Payment Processor's own rules, risk policies and contractual terms.
14. "Settlement Period": The T+N or similar settlement period determined by the Payment Processor. This period does not constitute a period during which Service Provider funds are held by Payoup.
15. "Reserve": A temporary risk management mechanism that may be applied by the Payment Processor to cover fraud, chargebacks, refunds or other payment-related risks.

Article 2 — Business Model and Roles of the Parties

2.1 Merchant of Record and Principal Seller Model

Payoup acts as the Merchant of Record and principal seller for customer sales conducted through the Platform.

The Customer purchases the relevant Service from Payoup and not from the Service Provider. In connection with that customer sale, Payoup separately purchases the Service from the Service Provider; these two transactions are economically linked but are legally separate commercial transactions.

The Service Provider supplies the Service to Payoup. Payoup then sells the Service to the Customer in its own commercial name and under its own customer agreement.

No direct sales, payment or collection relationship is established between the Service Provider and the Customer in connection with the relevant Order conducted through the Platform.

2.2 Independent Supplier Relationship

The Service Provider is an independent supplier. Nothing in this Agreement creates an employment, partnership, franchise, agency or representative relationship.

When a product or service is offered for sale by Payoup, the relevant freelancer or independent service provider acts not as an independent seller or party towards the customer, but as Payoup's independent supplier and subcontractor (Service Provider/Supplier).

2.3 Role of Payoup

Payoup shall:

1. Sell the Service to the Customer in its own name and for its own account;
2. Act as the seller and Merchant of Record towards the Customer;
3. Manage customer orders, invoicing and customer relationships;
4. Process customer payments through licensed Payment Processors;
5. Manage customer refunds, chargebacks and customer disputes;
6. Purchase Services from Service Providers for resale;
7. Pay the Supplier Price to the Service Provider in satisfaction of its own commercial liability;
8. Provide Platform, payment, store, CRM, invoicing, analytics and other technology services.

2.4 Role of the Service Provider

The Service Provider shall:

1. Supply Services to Payoup;
2. Produce and deliver the Service within the agreed scope and timeframe;
3. Be responsible to Payoup for the quality, accuracy, legality and delivery of the Service, and for providing the related technical support and revisions;
4. Ensure that Service descriptions are accurate and complete;
5. Respond in a timely manner to reasonable service-related requests communicated by Payoup;
6. Ensure that the Service complies with the Platform's Prohibited Categories and Acceptable Use requirements;
7. Not request direct payment from Customers or solicit customer funds.

2.5 Pricing

The Service Provider lists its products and services on the Platform by setting the customer-facing selling price for the products and services it offers. As a rule, Payoup adopts and approves this price as the Retail Price applicable to the customer and may, at its own commercial discretion and in accordance with the Platform's pricing policies, apply it as submitted, modify it, or set a different Retail Price. The Supplier Price at which Payoup purchases from the Service Provider is then calculated by Payoup on the basis of that price, taking into account its applicable commercial margin and the deductions applied under the relevant commercial terms. The final Retail Price presented to and collected from the customer is, in all cases, the price of the sale made by Payoup to the customer and does not create any right of sale, payment or receivable on the part of the Service Provider against the customer.

2.6 Supply and Resale

When a Customer places an Order, two separate commercial relationships arise:

1. the sale of the Service between Payoup and the Customer; and
2. the supply of the Service between Payoup and the Service Provider.

These two transactions may be economically connected but are legally distinct transactions.

Each customer Order automatically creates, in connection with the customer sale, Payoup's purchase of the relevant Service from the Service Provider at the Supplier Price. This purchase and the customer sale are economically linked but are legally separate commercial transactions. Payoup's purchase from the Service Provider is a back-to-back transaction that matches the customer sale and occurs automatically upon each Order; it does not require any separate negotiation or prior stock.

The Service Provider's right against Payoup is not an ownership, trust, custodial or direct receivable right in respect of any payment made by the Customer, but a Supplier Price receivable arising under this Agreement.

2.7 Customers Referred by the Service Provider

The Service Provider may refer potential Customers to Payoup through its own website, social media, payment links, API, embed or other channels.

However, the fact that a Customer was introduced by the Service Provider does not mean that the relevant customer sale was made by the Service Provider.

For the relevant transaction completed through the Platform, the Customer purchases the Service from Payoup and satisfies its payment obligation to Payoup.

Article 3 — Customer Payments and Flow of Funds

3.1 Customer Payment

The Customer pays the Retail Price of the purchased Service to Payoup.

The Customer payment is processed through a licensed Payment Processor used by Payoup.

The payment made by the Customer is not a fund collected on behalf of the Service Provider and is not deemed to constitute funds belonging to the Service Provider. Such payment constitutes Payoup's own commercial receivable arising from its sale to the Customer.

3.2 Settlement

The Payment Processor settles customer payments to Payoup in accordance with its own processing, risk, acquiring and settlement rules.

The Settlement Period may vary depending on the card network, acquiring institution, transaction risk, fraud controls, reserve, transaction type and other rules of the Payment Processor.

Payoup does not determine or guarantee the Settlement Period applied by the Payment Processor. Payoup does not apply any additional customer-fund holding period of its own beyond the Payment Processor's settlement schedule, and does not itself hold customer funds; only the Payment Processor's own settlement schedule applies. Once the relevant customer payment has been settled to Payoup by the Payment Processor, Payoup pays its own commercial debt, namely the Supplier Price, to the Service Provider in accordance with Articles 3.4 and 3.5.

3.3 Service Provider's Position in Respect of Customer Funds

3.4 Supplier Payment

Following settlement of the relevant customer payment by the Payment Processor to Payoup, and subject to the conditions set out in Article 3.5, Payoup shall pay the Supplier Price to the Service Provider in satisfaction of its own commercial purchase obligation.

The Supplier Payment may be made through a licensed Payment Service Provider or bank selected by Payoup to the Service Provider's verified bank account.

The Supplier Payment does not constitute the transfer of Customer money to the Service Provider or the transfer of Customer funds on behalf of the Service Provider.

The Supplier Payment constitutes the settlement of Payoup's own commercial debt to its supplier.

3.5 When the Supplier Price Becomes Payable

The Supplier Price becoming eligible for payment may be subject to the following commercial and risk conditions:

1. The relevant Service having been delivered in accordance with the Agreement;
2. The applicable payment and settlement processes for the relevant Order having been completed;
3. There being no active fraud, chargeback or payment review;
4. Applicable reserves, holds or risk measures having been taken into account;
5. The Service Provider having completed the required KYC/KYB and bank verification procedures.

These conditions do not mean that the Service Provider has any entitlement to Customer funds. They are solely contractual and operational conditions determining when and to what extent Payoup's own commercial Supplier Price liability becomes payable.

3.6 Payment Schedule

Supplier Payments shall be processed in accordance with the payment schedule specified on the Platform following the relevant Supplier Price becoming eligible for payment or, unless otherwise specified, within a commercially reasonable period.

The timing of Supplier Payments shall remain subject to the applicable settlement, risk, verification and contractual conditions. The Service Provider has no right to any particular Customer payment or Customer funds.

3.7 Reserve, Hold and Risk Measures

Rolling reserves, delayed settlements, holds, chargeback reserves or similar risk measures applied by the Payment Processor are outside Payoup's control.

Payoup may also apply reasonable risk controls as part of its own commercial risk management.

Article 4 — Payoup Margin and Commercial Terms

4.1 Resale Margin

Payoup's commercial revenue consists of the Resale Margin between the Retail Price at which Payoup sells the Service to the Customer and the Supplier Price at which Payoup purchases the Service from the Service Provider.

Determination of the Supplier Price: The price the Service Provider enters when listing its products and services on the Platform is the starting Retail Price. The Supplier Price payable to the Service Provider is calculated on the basis of the selling price the Service Provider sets on the Platform, taking into account Payoup's applicable Resale Margin (5.9% + $0.50 per transaction, or 3.9% for Premium members) and the deductions applied under the relevant commercial terms. The exact Supplier Price is calculated and displayed transparently to the Service Provider in the dashboard before and after each sale.

The Resale Margin is not a commission deducted from Customer funds belonging to the Service Provider.

As the principal seller of the customer sale, Payoup manages its own sales price and supply cost at its commercial discretion.

4.2 Commercial Terms

The Supplier Price applicable to the Service Provider may be calculated according to the relevant Service, account conditions, Platform plan or separate commercial terms agreed between the Parties.

Current commercial terms may be displayed on the Platform or in the relevant Order or commercial terms.

4.3 Premium Services

Payoup may offer optional Premium or similar subscriptions. Such services may include enhanced store features, higher limits, priority support, advanced analytics or other additional features.

4.4 Payment Processor Costs

Card processing fees, acquiring fees, chargeback fees, reserves, currency conversion fees and other payment infrastructure costs may be determined by the relevant Payment Processor.

The impact of such costs on the Supplier Price or Payoup's commercial margin may be calculated in accordance with the applicable commercial terms.

Article 5 — Service Provider Obligations

5.1 Service Delivery

1. Deliver the Service within the specified scope and timeframe;
2. Ensure that Service descriptions are accurate and not misleading;
3. Comply with the specified quality and professional standards;
4. Respond to revision and support requests within a reasonable period;
5. Promptly notify Payoup of any delivery delays.

5.2 Service Deficiency

If the Service Provider fails to deliver the Service, delivers it late or provides a Service that does not comply with the agreed terms, Payoup may:

1. Provide the Customer with a full or partial refund;
2. Cancel the Order;
3. Reduce or withhold the relevant Supplier Price;
4. Set off amounts previously paid against future Supplier Prices;
5. Seek compensation for the relevant losses and costs;
6. Restrict or terminate the Service Provider's account.

5.3 Customer Support

The Service Provider shall, as a general rule, respond within 24 hours to reasonable Service-related requests forwarded to it by Payoup.

The Service Provider shall not direct Customers outside the Platform for the purpose of circumventing Payoup's customer sales relationship, avoiding the Supplier Price structure or bypassing Platform rules.

5.4 Off-Platform Transactions

The Service Provider shall not establish a direct payment, billing or sales relationship with Customers acquired through the Platform or referred to the Service Provider by Payoup on the Platform for the purpose of bypassing Payoup.

Article 6 — Prohibited Services and Content

The Service Provider shall not list or supply services prohibited on the Platform or not accepted under the rules of the applicable Payment Processors.

Prohibited activities include, without limitation:

1. Illegal goods or services;
2. Adult, sexual or obscene services;
3. Escort or paid sexual services;
4. Weapons, ammunition and explosives;
5. Controlled or prohibited substances;
6. Counterfeit products and intellectual property infringements;
7. Regulated financial services provided without the required licence;
8. Gambling and unauthorised betting activities;
9. Unauthorised crypto or investment services;
10. Hacking, malware or abuse tools;
11. Fake reviews or engagement manipulation;
12. Services facilitating fraud;
13. Terrorist, extremist, hateful or child-harmful content;
14. Other activities specified in Payoup's Prohibited Categories or Acceptable Use Policies.

Payoup may, in accordance with Platform security requirements and the requirements of its Payment Processors, review Services automatically and/or manually, remove listings, block Orders or restrict accounts. Payoup may assess product and service listings before and/or after they go live, through automated risk controls and, where necessary, manual review, and may reject, remove or restrict listings that are prohibited, high-risk or contrary to the Payment Processors' rules. Payoup may also detect service providers who have previously been removed from the Platform through device fingerprinting, IP address and similar technical indicators, and may prevent such persons from creating new accounts or listings. These reviews do not create any guarantee or continuous monitoring obligation on the part of Payoup.

Article 7 — KYC, AML and Compliance

7.1 Identity and Eligibility Verification

The Service Provider must complete the identity, eligibility and verification procedures requested by Payoup in order to operate as a supplier on the Platform and access Supplier Payments.

Such procedures may, where necessary, include:

1. Identity document;
2. Proof of address;
3. Biometric verification;
4. Company and authorised representative verification;
5. Tax information;
6. Bank account and account holder verification.

7.2 AML and Sanctions

The Service Provider shall comply with applicable AML, sanctions, fraud prevention and other relevant laws and regulations.

Payoup may investigate suspicious or high-risk activities and, where permitted or required by applicable law, report relevant matters to payment institutions or competent authorities.

7.3 Taxes

The Service Provider is solely responsible for determining and fulfilling its own obligations relating to income, tax residency, income tax, social security, VAT and other applicable taxes and statutory obligations.

Invoices, transaction records and payment records provided by Payoup do not constitute tax advice.

Article 8 — Chargebacks, Refunds and Disputes

8.1 Customer Disputes

As Payoup acts as Merchant of Record and seller towards the Customer, Payoup manages customer complaints, refunds and chargeback processes with the relevant payment institutions and Customers.

8.2 Service Provider Cooperation

Where a chargeback or dispute relates to a Service provided by the Service Provider, the Service Provider must provide Payoup with the information and evidence reasonably required.

Upon Payoup's request, the Service Provider shall provide proof of delivery, customer communication records, Service outputs and other relevant documentation.

8.3 Financial Liability Arising from the Service Provider

If a refund, chargeback, penalty, fee or customer claim arises directly or primarily from the Service Provider's:

1. Failure to deliver the Service;
2. Incorrect or incomplete delivery of the Service;
3. Provision of prohibited or unlawful Services;
4. Intellectual property infringement;
5. False or misleading statements;
6. Breach of this Agreement,

the Service Provider shall indemnify Payoup for the relevant losses and reasonable costs.

8.4 Set-Off

Payoup may set off any due or reasonably calculable refund, chargeback, loss or indemnification amount owed by the Service Provider against Supplier Prices payable to the Service Provider.

8.5 Refunds

Customer refunds shall be managed by Payoup.

Where a refund arises from the Service Provider's Service, Payoup may reduce the relevant Supplier Price or contractually recover any Supplier Price previously paid.

Article 9 — Platform Services

Payoup may provide the Service Provider with the following tools:

1. Payment links;
2. Online store builder;
3. E-commerce infrastructure;
4. Invoicing and transaction records;
5. CRM;
6. Order management;
7. Subscription and recurring payment tools;
8. Revenue and performance analytics;
9. API and embed tools;
10. Payoup Global listings;
11. International sales and payment infrastructure.

9.1 Nature of the Platform

The Platform provides technology and commercial infrastructure through which the Service Provider may supply Services to Payoup for resale to Customers.

These services do not create a direct payment or sales relationship between the Service Provider and the Customer.

9.2 Availability

Payoup will use commercially reasonable efforts to maintain Platform availability but does not guarantee uninterrupted or error-free access.

9.3 Risk Assessment

For Platform security and commercial risk management purposes, Payoup may assess the Service Provider's transaction history, customer satisfaction, delivery performance, chargeback rates, KYC status and other appropriate risk indicators.

Following a risk assessment, Payoup may restrict the account, suspend Orders, temporarily delay Supplier Payments or terminate the account.

Article 10 — Data Protection and Security

Payoup shall process personal data in accordance with applicable data protection laws, including, where applicable, the UK GDPR and EU GDPR.

Payment card data is processed by licensed payment institutions in accordance with the design of the relevant payment infrastructure. Payoup aims not to store unnecessary card data within its own systems. For the purposes of platform security, fraud prevention, abuse detection and preventing previously removed users from regaining access, Payoup may process relevant personal data, including device fingerprint, IP address and similar technical indicators, on the legal bases of legitimate interest and/or legal obligation under applicable data protection law.

Transaction, financial and compliance records may be retained for applicable statutory and regulatory retention periods.

Article 11 — Intellectual Property

The Platform, including all software, trademarks, designs, APIs, data structures, content, technology and other intellectual property rights belonging to or licensed to Payoup, shall remain the property of Payoup or its licensors.

The Service Provider retains ownership of its original content.

The Service Provider grants Payoup a limited, worldwide, non-exclusive licence, for as long as necessary, to use content uploaded by the Service Provider for the purposes of operating the Platform, presenting the Service to Customers, fulfilling Orders and providing customer support.

Article 12 — Indemnification and Liability

12.1 Service Provider Indemnification

The Service Provider shall indemnify Payoup against claims arising from the Service Provider's acts, omissions or breach of this Agreement, including:

1. Failure to deliver or defective delivery of the Service;
2. Customer claims;
3. Chargebacks and refunds;
4. Infringement of third-party intellectual property rights;
5. Breach of applicable laws;
6. Prohibited activities;
7. Fraud or misrepresentation;
8. Losses incurred by Payoup as a result of off-Platform transactions.

12.2 Limitation of Payoup's Liability

To the maximum extent permitted by applicable law, Payoup's aggregate liability under this Agreement shall not exceed the lower of the total Resale Margin earned by Payoup in respect of Orders attributable to the Service Provider during the 12-month period preceding the event giving rise to the claim or the amount of the relevant Order.

Nothing in this Agreement shall limit any liability that cannot lawfully be limited under applicable law.

12.3 Indirect Losses

To the extent permitted by applicable law, Payoup shall not be liable for indirect losses, loss of profit, loss of revenue, loss of business or loss of anticipated savings.

Article 13 — Term, Suspension and Termination

13.1 Term

This Agreement shall become effective when the Service Provider registers on the Platform and electronically accepts this Agreement and shall continue until terminated.

13.2 Termination by the Service Provider

The Service Provider may terminate this Agreement by closing its account. However, where there are incomplete Orders, ongoing disputes or outstanding Supplier Price obligations at the time of termination, the relevant provisions shall continue to apply.

13.3 Suspension or Termination by Payoup

Payoup may immediately suspend the account or terminate this Agreement in the following circumstances:

1. Material breach of this Agreement;
2. Suspicion of fraud or unlawful activity;
3. Failure to complete KYC or verification procedures;
4. High chargeback or fraud risk;
5. Prohibited services or content;
6. Request by the Payment Processor;
7. Off-Platform transactions;
8. False or misleading information;
9. Conduct that may create significant risk to the Platform or payment infrastructure.

13.4 Supplier Prices Following Termination

Termination shall not automatically extinguish valid Supplier Prices accrued prior to the termination date.

However, such amounts shall remain subject to refunds, chargebacks, reserves, set-off, indemnification, payment processor restrictions and other applicable contractual or legal rights.

Following completion of pending commercial and risk processes, undisputed Supplier Prices remaining payable shall be paid in accordance with the applicable payment schedule.

Article 14 — Governing Law and Disputes

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction

The Parties shall first attempt to resolve disputes through good-faith negotiations. Any dispute that cannot be resolved through negotiation shall be subject to the jurisdiction of the courts of England and Wales.

Article 15 — General Provisions

15.1 Entire Agreement

This Agreement, together with Payoup's Terms of Use, Privacy Policy, Acceptable Use Policy, Prohibited Categories Policy and any other policies and terms expressly identified as forming part of the Agreement on the Platform, constitutes the entire agreement between the Parties.

15.2 Amendments

Payoup may amend this Agreement. Material amendments may be notified to the Service Provider by email, Platform notification or similar electronic means in accordance with applicable law and applicable notice requirements.

15.3 Severability

If any provision is found to be invalid or unenforceable, the validity of the remaining provisions shall not be affected.

15.4 Waiver

A Party's failure or delay in exercising any right shall not constitute a waiver of that right.

15.5 Assignment

The Service Provider may not assign its rights or obligations under this Agreement without Payoup's prior written consent.

Payoup may assign this Agreement to an affiliate, successor or entity acquiring the relevant part of its business.

15.6 Notices

Notices may be given by email or electronic notification through the Platform.

Legal notices to Payoup may be sent to: legal@payoup.com

Effective Date and Electronic Acceptance

This Agreement may be accepted electronically.

By creating an account on the Payoup Platform and accepting this Agreement, the Service Provider confirms that it has read, understood and agreed to comply with the terms of this Agreement.

Electronic acceptance, including ticking an acceptance box, selecting "Accept" or providing a similar electronic confirmation and/or using the Platform where such use expressly references this Agreement, shall be binding on the Parties to the extent such acceptance constitutes contractual acceptance under applicable law.

Payoup may retain, as evidence of acceptance, the date and time of the Service Provider's acceptance, the version of the Agreement accepted, account information and, where technically appropriate, the relevant IP address or transaction records.

A wet-ink signature is generally not required for the validity of electronic acceptance; however, the Parties may elect to execute a separate written or electronically signed copy.