Legal

Terms

Date of last material update: 29 May 2026

Bergopay has been registered as an MIP (small payment institution) in the Register of Payment Service Providers and Electronic Money Issuers under number MIP250/2024 since 23 October 2024.

Bergopay, acting as an MIP, provides the following payment services:

• accepting cash deposits to a payment account and executing cash withdrawals from a payment account, together with all activities necessary to operate such an account;
• executing payment transactions, including transfers of funds, by means of: direct debits (including one-off direct debits); credit transfers (including standing orders); payment cards or other similar payment instruments;
• executing payment transactions made using funds made available to the User in the form of credit, where permitted by law;
• issuing payment instruments;
• enabling merchants to accept payment instruments and processing payment transactions initiated with such instruments (acquiring), excluding clearing and settlement within payment systems;
• providing money remittance services.

These Terms also constitute the terms for the provision of electronic services within the meaning of the Act of 18 July 2002 on the Provision of Electronic Services and set out the rules for using the Website and the services provided electronically by Bergopay.

Definitions

In addition to the terms defined elsewhere in these Terms, capitalized terms have the meanings set out below, both in the singular and in the plural.

Term	Meaning
Account	an account, dashboard, production access, sandbox access or other authenticated access made available to the Client only where Bergopay expressly activates it after verification and on terms separately agreed with the Client.
Agreement	the agreement concluded between the Service Provider and the User for the provision of Payment Services, consisting of these Terms.
AML Act	the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing (Journal of Laws of 2025, item 644, as amended).
Authentication	a procedure enabling the Service Provider to verify the identity of the User or the validity of the use of a Payment Instrument, including personalized security credentials.
Business Day	a day on which the Service Provider conducts the activities necessary to execute Payment Transactions, excluding Saturdays, Sundays and public holidays in Poland.
Fee	any fees, commissions or other remuneration due to the Service Provider from the User for the provision of Payment Services.
Civil Code	the Act of 23 April 1964 — Civil Code (Journal of Laws of 2025, item 1071, as amended).
Durable Medium	a medium enabling the User to store information addressed personally to the User in a way that allows future reference to it for a period appropriate to the purposes for which the information is intended and allows unchanged reproduction of the stored information, including email.
Force Majeure	events beyond the Service Provider's reasonable control, including but not limited to natural disasters, wars, riots, strikes, epidemics, telecommunications or power failures, which prevent or significantly hinder the performance of obligations under the Agreement.
Intellectual Property Rights (IPR)	intellectual property rights, including copyright and related rights, as well as industrial property rights, related to the Services, the Website or other data provided to the Client by the Provider under the Agreement, which are vested entirely in the Provider.
Payment Services	regulated services under Polish law relating to payments, the availability of which may result from separate agreements, product documents, the scope of Bergopay's regulatory permissions, payment scheme rules and the Client's risk assessment; they are not provided automatically solely by visiting the Website.
Payment Services Act	the Payment Services Act of 19 August 2011 (Journal of Laws of 2025, item 611, as amended).
Provider / Service Provider	Bergopay sp. z o.o., with share capital of PLN 5,000, with its registered office at pl. Władysława Andersa 3, floor 11, 61-894 Poznań, entered in the register of entrepreneurs of the National Court Register kept by the District Court Poznań — Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, under KRS number 0001087262, NIP 7831897723 and REGON 527722573.
PSD2	Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market.
Small Payment Institution (MIP)	a payment service provider referred to in Article 2 point 17b of the Act of 19 August 2011 on Payment Services (Journal of Laws of 2025, item 611, as amended).
Strong Customer Authentication (SCA)	authentication based on the use of at least two elements categorized as knowledge, possession and inherence, which are independent and protect the confidentiality of authentication data.
Terms (T&C)	these Terms governing the provision of payment services by the Service Provider.
Transaction Limits	quantitative limits applicable to Payment Transactions, including single, daily or monthly limits, specified in the Terms or required by law.
User / Client	a legal person or entrepreneur using Payment Services under the Agreement (the Service Provider does not provide services to consumers within the meaning of the Civil Code).
Website	Bergopay's public website available at the target address https://bergopay.com/ together with its subpages, language versions and functions launched by the Operator.

2. Subject matter

The Website presents information about Bergopay as a payments infrastructure for modern businesses, including services or areas such as card acquiring, alternative payment methods, open banking, checkout, API integrations, partner cooperation, and support for SaaS, e-commerce, platforms, marketplaces and enterprises developing online sales.

As at the effective date of these Terms, the Website serves as Bergopay's online business card and is intended primarily to present Bergopay's activities and to enable contact with Bergopay through the contact form. Full functionality, including the ability to create a Client Account, update data and submit a full application to establish a business relationship, will be made available at a later date. The provisions of these Terms relating to the Client Account and Payment Services provided after an Account has been created will apply once those functionalities are actually made available; Bergopay will then update the Terms to the extent necessary to reflect the actual scope of services provided.

The Website is also intended to provide Clients with information enabling them to become acquainted with Bergopay's activities, and offers functions and/or information enabling Clients to contact Bergopay.

The purpose of these Terms is to determine the conditions of access to the Website, as well as the terms of use of the Website and the online content and functions offered. These Terms also govern the provision of Services to the Client in exchange for the Client's performance of the obligations and warranties set out in this document.

These Terms are the only contractually binding documents for Bergopay, to the exclusion of any other documents that are for guidance only and non-binding, and to the exclusion of any other potential service, sales or purchase terms of the Client, which shall under no circumstances be binding upon Bergopay.

Descriptions of services, technical capabilities, the scope of integrations, the availability of payment methods, confirmation speed, reporting, settlements, chargebacks, open banking, routing, API or other functions are descriptive in nature. The actual availability of functions depends on the Client's profile, country, type of business, risk assessment, onboarding results, Bergopay's regulatory permissions, partners, payment systems and separately agreed terms.

The mere use of the Website, submission of an enquiry, downloading of documentation, review of a service description or contact with Bergopay does not result in the conclusion of a payment services agreement, activation of an account, granting of API access, issuance of a payment instrument, opening of a payment account, commencement of acquiring, or the creation of an onboarding obligation on the part of Bergopay.

Bergopay may operate the Website in Polish and English. If individual language versions differ, the Polish version shall prevail for the use of the Website by Users in Poland, unless Bergopay indicates otherwise in a given document.

Bergopay provides the Services in accordance with the provisions of the Payment Services Act.

3. Acceptance and enforceability of the Terms

All Clients visiting the Website are required to read these Terms, which may be found and downloaded in the "Terms" section of the Service Provider's website.

The Terms may also be sent by the Company by email or in paper form at the Client's request to the following address: office@bergopay.com.

The Terms will be published on the website. Each update will be published with a clear indication of the update date.

Bergopay reserves the right to amend or modify these Terms at any time and without prior notice in relation to a Client that is an entrepreneur. Each new version published online takes precedence over and replaces all previous versions, in particular versions printed or saved in digital or paper form by the Client. Accordingly, the Client is responsible for regularly reviewing these Terms. The binding version of the Terms is the version available online at the time the Client visits and uses the Website.

In any case, Clients holding Accounts will be informed of the entry into force of new Terms by email sent to the address provided when creating their Accounts and will be requested to read them. A Client that does not accept the amended Terms may terminate the Agreement on the terms set out in these Terms.

The execution of a Transaction and/or logging into an Account and/or use of the Website and/or Services constitutes acceptance of the current Terms. Accordingly, for each Transaction executed or each Service used, the Client is subject to the Terms in force on the date of that Transaction or use of the Service. The Client is advised to retain a copy of the Terms in force on the date of each Service and/or execution of each Transaction, irrespective of any archiving arrangements implemented by Bergopay.

Clients who do not wish to accept the new Terms may terminate the Terms and delete their Account in accordance with the conditions set out below.

The User represents and confirms that it represents an entrepreneur or legal person and has the full legal capacity necessary to enter into these Terms.

These Terms are entered into for an indefinite period and have no expiry date.

Client's representations before using the Provider's Services

The Client confirms that it has familiarized itself with the nature, purpose and features of the Website and the Services, as well as with the conditions necessary to use them, in particular the conditions relating to the creation of an Account. The Client confirms that it has requested and obtained all information it needed, in particular concerning the quantitative and qualitative characteristics of the Services, enabling it to assess the suitability of the Services for its needs and to enter into the Terms with full knowledge.

The Client is solely responsible for the decision to use the Website and the Services and to carry out Transactions. Bergopay bears no responsibility in this respect and cannot be held liable in this respect.

No later than at the time when the User expresses the intention to be bound by the Agreement, Bergopay shall inform the Client, on a durable medium, in a clear and comprehensible manner, indicating its intention to enter into the Agreement and in a form appropriate to the type of distance communication used, of:

• the name and registered office address of Bergopay, the authority that registered Bergopay's business activity, and the number under which Bergopay was registered, and, where Bergopay's activity requires authorization, the details of the authority granting such authorization;
• the name and address of residence or registered office in the territory of the Republic of Poland of Bergopay's representative, if any;
• the name and registered office or residence address of an entity other than Bergopay that provides financial services remotely, including the operator of means of distance communication, and the role in which that entity acts in relation to the Client and Bergopay;
• the basic characteristics of the Service and its subject matter;
• fees, including all components thereof, including charges and taxes;
• the minimum term of an agreement for continuous or periodic Services;
• the place and manner of submitting complaints;
• the possibility of out-of-court resolution of disputes arising from the Agreement;
• the existence of any guarantee fund or other guarantee schemes, if any;
• the language used in relations between Bergopay and the Client;
• the law applicable to relations between Bergopay and the Client before the conclusion of the distance Agreement and the law applicable to the conclusion and performance of the Agreement;
• the court competent to resolve disputes relating to the performance of the Agreement.

This means that, no later than when the User expresses the intention to be bound by the Agreement, Bergopay provides the Client, in a clear and comprehensible manner, in particular with information concerning: Bergopay's identification details; the main characteristics of the Services; the total price for performance of the agreement, including taxes; the method of communication with Bergopay; the manner and time of performance of the Services; the rights available to the User, including the right to withdraw from the agreement or the absence of such right; the rules for submitting complaints and out-of-court dispute resolution methods.

This information is provided to the Client in particular in these Terms, in the Personal Data Protection Policy, in the Cookies Policy and in the Price List made available on the Website, and may also be provided in separate documents on a durable medium.

The Client is also aware that the provision of the Services may be conditional upon the Client accepting the terms or other contractual documents of one or more third parties, provided that the Client may be required to enter into an agreement directly with external entities.

Communication with the Client and durable medium

1. All communication relating to the conclusion, performance and amendment of the Agreement, including the provision of information required by law, shall take place through: email, to the email address provided by the Client when creating the Account; messages made available to the Client in its Account on the Website.

2. The Client acknowledges that emails and messages made available in the Account constitute a durable medium within the meaning of applicable law and these Terms, and agrees to receive in this manner all information and documents required by law, including pre-contractual information and confirmation of conclusion of the Agreement.

3. Access to the Client Account is protected at least by a combination of a unique identifier (email address) and a password set by the Client. To enhance security, Bergopay may introduce additional authentication mechanisms (in particular two-factor authentication), of which it shall inform the Client through a durable medium. The Client is obliged to use the authentication mechanisms in accordance with Bergopay's instructions.

Contact form

A Contact Form is made available on the Website. The User may use it to submit an enquiry concerning, in particular, acquiring, alternative payment methods, open banking, checkout, API, partner cooperation or several services at the same time.

The form includes in particular: first name and surname, business email address, company name, telephone number, area of interest, enquiry content and other information needed to understand the business context. The scope of fields may vary depending on the version of the Website and the type of form.

Before the form is submitted, Bergopay may use a mechanism to verify that the submission was sent by a human and not by an automated system, in particular CAPTCHA-type solutions, honeypots, sending limits, anti-spam filtering or other technical security measures.

When submitting an enquiry, the User should provide information that is true, complete to the extent necessary to handle the enquiry, and does not infringe the rights of third parties. The User should not submit through the Form any sensitive data, confidential technical information, payment data, card data, passwords, authentication data, identity documents or transaction data unless Bergopay expressly requests this through a secure channel designated for that purpose.

Submitting the form does not guarantee a response within a specified time, the presentation of an offer, commencement of onboarding or conclusion of an agreement. Bergopay may prioritize an enquiry according to its completeness, risk, segment, jurisdiction, consistency with Bergopay's business profile and team availability.

Bergopay may communicate with the User or Client by email, telephone, online meetings, electronic documents, a partner portal or other channels agreed with the Client. Communication concerning regulated or commercial services may be subject to separate requirements.

Newsletter and commercial information

Subscription to the Newsletter is voluntary and may require the provision of an email address, confirmation of consent and fulfilment of the conditions indicated next to the subscription form.

The User may unsubscribe from the Newsletter at any time in the manner indicated in the message or on the Website. Unsubscribing from the Newsletter does not affect the lawfulness of messages sent before the unsubscription.

Bergopay may send commercial information, invitations, product updates, information about services, educational materials or marketing communications only to the extent permitted by law and the consents granted.

4. Description of the Services

4.1. Services available without creating an Account

The Website together with its subpages (https://bergopay.com/) is available to all Internet users. The purpose of these pages is to provide Clients with information enabling them to understand Bergopay's activities. The Website also offers functions and/or information enabling Clients to contact Bergopay.

4.2. Services available after creating an Account

The Account enables the Client to:

(i) access and manage digital wallets, including viewing available and pending balances (where applicable), viewing wallet activity and downloading transaction statements and/or exporting data files (e.g. CSV) for reconciliation and reporting purposes;

(ii) use the Services available after creating an Account, including initiating, authorizing, tracking and managing Payment Transactions in accordance with these Terms;

(iii) securely access the Client dashboard, being an interface for managing the Client's organizational profile, user permissions, settlement settings (where applicable), payment recipients/beneficiaries, and the history and status of transactions carried out through the Services.

For the avoidance of doubt, the Account is made available only to Clients acting within the scope of their business activity. The Company does not provide Services to consumers.

4.2.1. Digital wallets

4.2.1.1. A digital wallet is a function of the Account that enables the Client to view and manage records of funds and transactions related to the Services, including (where applicable) incoming and outgoing transfers, settlements under Acquiring Services, refunds, fees, chargebacks and other adjustments.

4.2.1.2. Unless expressly provided otherwise in these Terms or in the relevant Order Form/Service Description, a digital wallet is not a bank account. The availability of particular wallet functions (including multi-currency display, sub-wallets, settlement schedules or balances shown as "pending/available") depends on the configuration agreed with the Client and on the payment channels used in a given transaction.

4.2.1.3. The Service Provider may apply security and compliance controls to digital wallets and related transactions, including verification steps, transaction monitoring and temporary transaction holds, where justified by applicable legal requirements, regulatory requirements, scheme rules (if applicable), or to limit fraud risk and operational risk.

4.2.2. Money transfers

4.2.2.1. The money transfer service enables the Client to send and receive funds from third parties (including the Client's business partners) through payment channels made available from time to time by the Company (e.g. domestic and/or international transfers), subject to availability for the Client's profile and the agreed configuration.

4.2.2.2. To execute a money transfer, the Client must follow the procedure made available in the Account and provide all required transaction details (including beneficiary data). The Client is solely responsible for the accuracy and completeness of the payment data and authorizations provided through the Account.

4.2.2.3. Execution time may depend on cut-off times, the operating hours of banks and clearing systems, intermediary institutions (if any) and compliance checks. The Company is not responsible for delays or failures resulting from circumstances beyond the Company's reasonable control, including delays caused by financial institutions, clearing systems or incorrect or incomplete beneficiary data provided by the Client.

4.2.2.4. Money transfers may be subject to minimum and/or maximum limits (including daily, weekly or per-transaction limits) and may be rejected, suspended or reversed where required by applicable law, regulatory obligations (including AML/CTF), sanctions compliance, or where the Company has reasonable suspicions of fraud, abuse or breach of these Terms.

4.2.2.5. Before initiating a money transfer, the Client must verify that the Service meets its needs, including in particular applicable fees, cut-off times, available payment channels, settlement/processing times and any limits.

4.2.4. Acquiring Services

4.2.4.1. Acquiring Services enable the Client (acting as a merchant) to accept payments from its customers using payment instruments and methods made available from time to time by the Company (e.g. payment cards and/or other supported methods) and to receive settlements of funds (less applicable fees, refunds, chargebacks, reversals and adjustments) in accordance with the agreed settlement schedule and these Terms.

4.2.4.2. The Account enables the Client to access acquiring functions, including: (a) enabling and configuring payment acceptance solutions (e.g. API, hosted checkout, payment links or other tools made available by the Company); (b) viewing transaction history and statuses (authorized, captured, settled, refunded, reversed); (c) downloading settlement and reconciliation reports; (d) initiating refunds where supported; and (e) managing disputes, chargebacks and the submission of related evidence (where applicable).

4.2.4.3. The Client acknowledges that card payments and other scheme-based payments (where applicable) are subject to the rules and processes of the relevant payment schemes and participants (including issuers and scheme operators). As a result, certain transactions may be reversed or charged back, including after settlement. The Client accepts this risk and remains responsible for the underlying sale of goods and/or services and for handling customer complaints and refunds in accordance with its own terms.

4.2.4.4. In order to limit fraud, chargeback and settlement risk, the Company may apply risk controls, including (where proportionate and justified): transaction limits, velocity checks, additional verification, delayed settlement, reserves and/or rolling reserves, and temporary suspension of payment acceptance, in each case in accordance with these Terms and the Company's risk assessment of the Client.

4.2.4.5. The Client shall not use the Acquiring Services to conduct prohibited or restricted activities of which the Company has informed it, or to conduct activities that violate applicable law, scheme rules (if applicable) or these Terms. The Company may suspend or terminate the Acquiring Services with immediate effect if it reasonably considers that the Client's activity or transaction profile creates unacceptable legal, regulatory or operational risk.

4.2.5. Fees, foreign exchange rates and reporting

4.2.5.1. Use of the Services may be subject to fees and other charges specified in the applicable price list, Order Form or otherwise made available to the Client in the Account.

4.2.5.2. In the case of currency conversion, the applicable exchange rate and any fees related to conversion will be presented to the Client in the agreed manner and/or made available in the Account. The Client is responsible for reviewing the applicable financial terms before authorizing a transaction.

4.2.5.3. The Client is responsible for maintaining its own accounting and tax records. Data and statements made available in the Account are for reconciliation and information purposes and may be subject to subsequent adjustments (including refunds, chargebacks, reversals, fees or compliance payment holds), depending on the nature of the transaction and the applicable payment rules.

4.3. New Services

Bergopay may extend the scope of its Services by incorporating new services into the Website, whether those Services are available to all Clients or only through a Client Account. Such new Services will be deemed an integral part of the Services defined in the "Definitions" article and will be subject to these Terms. Unless specified otherwise, the Client may use new Services from the moment they are actually made available on the Website, provided that, where necessary, the Client must first create an Account.

4.4. Development of the Services

Bergopay may at any time and without prior notice modify, supplement, develop, improve or adapt the Website and the Services and, more generally, the Services offered, in order to improve the functionalities offered on the Website or as part of the Services. This may in particular include implementing updates, new versions or adaptations or modifications of existing functionalities. Where applicable and to the extent possible, the Client must ensure that its IT resources are adapted to changes in the Website and the Services so that it can use them under optimal conditions.

Furthermore, insofar as certain changes, updates, new versions, modifications, etc. may be implemented in particular to ensure the continuity of operation of the Website and the Services, the Client may not refuse to accept changes, updates, new versions or modifications implemented by Bergopay.

In addition to Bergopay's ability to make certain changes to the functionalities offered on the Website or as part of the Services, Bergopay may also be required, at any time and without prior notice, to cease providing certain Services. In the event of the permanent removal of one or more existing Services, Bergopay will make every effort to notify Clients of such change in a timely manner and, where possible, to provide alternative solutions.

In the event of the definitive removal of all Services, Bergopay or the Client may terminate this Agreement on the terms set out in the "Termination" section.

4.5. Technical support

Bergopay provides technical support in order to provide information and assistance concerning the technical aspects and functionalities of the Website and the Services.

The Client is solely responsible for its decisions, and in particular for the decision whether or not to carry out a Transaction, according to its own investment horizon and risk tolerance, and the Client is solely responsible for the consequences of any Transactions.

Bergopay does not provide investment advisory or portfolio management services and does not make any personalized recommendations concerning Transactions, nor does it provide any financial or strategic advisory services.

Such support is available through:

• email address: support@bergopay.com
• live chat on the website
• contact telephone number: +48 606 686 497

Technical support working hours: Monday – Friday 9:00–17:00 CET. Saturday: support unavailable (requests handled on the next Business Day). Sunday: support unavailable (requests handled on the next Business Day).

Bergopay will make every effort to respond to the Client's request within a reasonable time and, where possible, will provide a response that effectively resolves or leads to the resolution of the Client's request.

Furthermore, Bergopay does not provide any brokerage services and, in particular, does not provide strategic, trading or any other form of advice.

Unless these Terms provide otherwise, Transactions are carried out independently by the Client, who bears full responsibility for each Transaction and for familiarizing itself with all information made available by Bergopay before entering into any Transaction.

5. Terms of use of the Website and Services

5.1. Access to the Website and Services

The Client must have suitable telecommunications equipment and resources, as well as an Internet connection, in order to access the Website, the Account and the Services. The Client is solely responsible for the costs associated with such equipment and access (as well as for the effectiveness, performance and speed of such access).

The Client undertakes to use the functions of the Website, the Account and the Services in accordance with these Terms and applicable law, in particular the regulations on anti-money laundering and counter-terrorist financing, consumer protection, personal data protection and payment services.

The Client also acknowledges that it is its responsibility to ensure that access to and use of the Website and the Services, as well as the execution of Transactions, comply with the law applicable to the Client (in particular the law of the country of its residence or of the place from which it uses the Services). Bergopay does not guarantee compliance of the Services with regulations applicable in countries other than Poland and under no circumstances undertakes to take action on behalf of Clients to ensure such compliance.

5.2. Nature of the content posted on the Website

The Company undertakes to provide Clients with clear, accurate and non-misleading information.

The content (such as information, elements, documents in any form, in particular texts, drawings, images, etc.) made available and/or disseminated on the Website is for information purposes only.

However, the content included on the Website should not be treated as authoritative or as replacing the Client's own assessment, and should not constitute the sole basis for any decisions made by the Client.

5.3. Creating links to the Website

Bergopay reserves the right to include on the Website links enabling access to websites, web pages or applications other than those located on the Website, and to redirect Clients to other websites, web pages or applications.

Clients are expressly informed that websites, subpages or applications that they may access through such links do not belong to Bergopay, which also reserves the right to remove the aforementioned links proposed through its website to a third-party application or website if the latter becomes contrary to applicable regulations or Bergopay's values. Bergopay is not responsible for Clients' access through links placed on the Website to third-party websites or other resources available on the Internet, nor for the content of information provided by such third-party websites or other resources through activation of the aforementioned links.

5.4. Availability of the Website and Services

Bergopay seeks to provide high-quality Services and to enable the Client to use the Website and the Services under the best possible conditions. As a rule, the Website and the Services are available 7 days a week, 24 hours a day. However, Bergopay is not subject to an obligation to achieve a specific result, but only to make best efforts, and does not guarantee the availability, optimal operation or speed of the Website or the Services, or their continuous and uninterrupted availability.

The Client is hereby informed and accepts that access to the Website and/or the Services may be delayed, modified, prevented or interrupted as a result of the following circumstances:

• Force Majeure;
• technical problems or difficulties related to the operation of (i) the Internet and/or blockchain;
• unavailability or random access to computer systems, applications, websites or platforms used by Bergopay's partners (e.g. banks, KYC or KYT service providers) or other computer systems, applications, websites or platforms used by Bergopay and/or its partners to provide the Services;
• the Client's inability to access, or loss of, identifiers enabling access to its Account;
• illegal or malicious activities (including activities resulting from the actions of "cybercriminals" or "hackers", logical attacks or other attacks such as computer viruses, malware, etc.) whose purpose or effect is to damage the computer systems, applications, websites or platforms of the Client, Bergopay, its partners (including KYC or KYT service providers), or the platforms used by Bergopay or its partners to provide the Services.

Bergopay further reserves the right to close access to all or part of the Website and/or to suspend the provision or delivery of all or part of the Services in the event of one of the situations referred to above or in the event of a threat or danger to its human resources (e.g. staff members, internal or external consultants or other persons working for Bergopay or for an entity belonging to the group of companies to which Bergopay belongs) or to its technical resources of any kind.

The Website may be temporarily closed without prior notice and without compensation, and access to the Website or the Services or their functionalities may be restricted, in particular in order to carry out technical, operational or other interventions necessary for their proper functioning (e.g. testing, maintenance, inspection, troubleshooting, operational modifications or changes, evolution, etc.), updates, implementation of a new version or any other activities deemed necessary by Bergopay or its partners (including KYC or KYT service providers), which the Client accepts.

Bergopay is not responsible for any interruptions in the operation of the Website and/or the Services caused by one of the events listed in this article "Availability of the Website and Services".

5.5. Technical requirements and maintenance of the Website and Services

The Client represents and confirms that it has the technical competence necessary to use the Website and the Services. In this respect, the Client warrants that it has the knowledge and skills necessary to properly use the Website and the Services, including in particular the Account, enabling it to use the functions offered by the Website and the Services in accordance with applicable laws and/or regulations.

The Client also undertakes to take appropriate measures to ensure the security of its own equipment and/or data and/or content and/or software against infection by viruses, malicious code or other harmful technologies or logical infections, and to ensure that no such viruses are introduced into the Website.

The Client undertakes not to disrupt the proper functioning of the Website or the Services and not to take any actions that could threaten the IT security of Bergopay or any of Bergopay's partners (including KYC or KYT service providers). In particular, the Client undertakes not to use any devices or software that could disrupt, hinder or interrupt the normal operation of the Website or the Services or that could place a disproportionate burden (in terms of hosting volume, bandwidth, etc.) on the Website.

The Client also undertakes not to obtain, for commercial purposes or for expressly prohibited purposes, all or part of the information or data contained on the Website, and not to use robots, in particular crawlers or spiders, software, automated systems, scripts, programs, web search or download applications, or any other means enabling the extraction or indexing of all or part of the content of those applications. In particular, the use of crawlers, scraping and screen scraping is prohibited.

The content contained on the Website may not be downloaded, collected, copied, changed, modified, deleted, distributed, transmitted, broadcast, rented, sold, transferred or used, in whole or in part and in any manner, without Bergopay's prior express written consent.

The Website is an automated data processing system. The same applies to client accounts. The Client is prohibited from unlawfully accessing or remaining in all or part of the website or an account that does not belong to it. The Client is prohibited from using any access methods other than the interface made available by Bergopay. If such a method is detected or if the Client inadvertently enters a restricted area (for example, another Client's account) without authorization, the Client undertakes to notify Bergopay immediately by email at office@bergopay.com, so that Bergopay may take any measures it deems necessary.

Bergopay reserves the right to take any actions or bring any claims necessary to prevent, stop and sanction any infringements relating to the Website, the content of the Website, the Account or the Services, including taking legal action, without prior notice.

The Client is solely responsible towards Bergopay or its partners (including KYC or KYT service providers) for any damage resulting from access to and use of the Website, the Account and the Services.

Any breach by the Client of the provisions of this article constitutes a material breach that may result in termination of the Terms without prior notice, to the exclusive detriment of the Client, and in permanent blocking of the Client's access to and use of the Website and the Services.

5.6. Rules for using the Website and Services

Throughout the entire period of use of the Website and/or Services, the Client is obliged to comply with applicable laws (in particular with respect to tax returns and/or social security contributions that must be filed in connection with the performance of certain Operations and for which the Client is solely responsible), as well as with Bergopay's instructions, information and communications, provided in particular through these Terms or the Website or through the Client Account. In this respect, it should be emphasized in particular that the Client is obliged to take all necessary steps in connection with its tax and social security obligations, and Bergopay does not take such steps on behalf of Clients in any way.

The Client also undertakes not to disrupt, adversely affect or prevent the use of the Website or the Services by other Clients (whether or not they are Clients).

The Client is also prohibited from using or exploiting the Website or the Services to conduct or participate in money laundering, pyramid schemes or other risky or illegal operations.

Furthermore, any commercial use of data, in particular market data, obtained or made available through the Website and/or the Services, as well as copying, extraction, etc., is prohibited.

The Client consents to Bergopay and Bergopay's partners (including KYC or KYT service providers) temporarily monitoring the funds in the Client's account where this is necessary to provide the Services.

Any breach of the provisions of this article by the Client constitutes a material breach that may result in termination of the Terms without prior notice, to the exclusive detriment of the Client, and in a permanent ban on the Client's access to and use of the Website and the Services.

The Client is informed that Bergopay may voluntarily disclose information and data related to the Client or generated by the Client to law enforcement authorities in any country or jurisdiction without the need to obtain the Client's prior consent.

General rules applicable to the Services

General restrictions on the use of the Services

The Services are available to Clients that have an Account approved by Bergopay and that have not been and are not subject to any proceedings, sanctions, restrictions, closure or removal.

Furthermore, Bergopay reserves the right, in order to decide whether a given Service may be performed by the Client, to request certain additional information and/or documents from that Client.

Bergopay further reserves the right, without prior notice and without the Client being entitled to compensation, to refuse to execute Transactions ordered by the Client and to cancel Transactions ordered by the Client, in particular in the event of a breach by the Client of its obligations or commitments under these Terms or if Bergopay considers that there is sufficient evidence suggesting that the Client may breach its obligations and commitments under these Terms, and in particular:

• where unusual or suspicious activity is detected on the Client's account or where there are suspicions concerning the Client's identity;
• where unauthorized access to the Client's account is detected or reported;
• at the request of a competent authority (request, court decision, pending investigation, etc.);
• if the Client fails to provide additional information or documents required by Bergopay;
• in the event of improper conduct and/or misconduct by the Client.

Bergopay also reserves the right, in particular in order to prevent fraud and combat illegal or dishonest activities, to impose individual restrictions on the Client on the terms set out below and/or to restrict or suspend the Client's use of certain Services.

These restrictions may be lifted by Bergopay if it considers that the reasons and grounds that led to their introduction have ceased to exist, provided that the Client provides all information and documents that Bergopay may request. In addition, the Client may be charged/invoiced fees in accordance with the provisions of the "Financial Terms" article.

Restrictions resulting from the establishment of limits

The Client may use the Services subject to compliance with the minimum and maximum limits set by Bergopay, for example for certain Transactions, as described in the section specified in clause 4.2 of these Terms and in separate arrangements with the Client and/or details appearing in the Client Account, where Bergopay has imposed on it personally (or not) a maximum or minimum limit. These limits may be changed at any time without prior notice. The Client is therefore requested to review the minimum and maximum limits applicable at the time when it wishes to carry out a transaction and undertakes to comply with them.

Bergopay may also apply a general limit to all Clients or all of their Transactions. Clients will be informed of the existence of such limits through the website, and in particular through the "Financial Terms for the Provision of Services" section.

These limits may be changed at any time without prior notice. The Client is therefore requested to check the limits applicable at the time when it wishes to carry out a transaction and undertakes to comply with them.

Risks associated with the Services

The Client acknowledges that the use of the Services and the execution of Payment Transactions may involve risks inherent in payment services and the Client's business activity. To the extent permitted by applicable law and subject to any mandatory provisions of law, the Company shall not be liable for the consequences of the risks described below where they cannot be attributed to the Company.

The risks include in particular:

• macroeconomic risk: changes in the macroeconomic situation (including interest rates, inflation, foreign exchange market conditions or disruptions in financial markets) may affect the Client's liquidity, operating costs, settlement times and/or the availability of certain payment channels;
• political / fiscal / regulatory risk: changes in applicable laws, regulations, supervisory expectations or industry standards may require the Company to change the manner in which the Services are provided, including introducing new requirements, controls, restrictions or documentation requests, or updating these Terms, which may affect the Client;
• operational risk: failures, interruptions or unavailability of hardware, software or networks (including the Internet, telecommunications, electronic communications and power supply), as well as problems affecting third-party systems used to provide the Services, may cause delays, the inability to initiate or complete transactions, duplicate submissions or other processing errors;
• third-party infrastructure risk: payment transactions are processed through external infrastructures and participants (including banks, clearing systems, card schemes, where applicable, payment gateways, correspondent/intermediary institutions and other service providers). Failures, delays, rejections, reversals or interruptions in the operation of such infrastructures may affect the execution, confirmation, settlement or reversal of payment transactions;
• force majeure risk: events beyond the Company's reasonable control (including natural disasters, acts of war, strikes, civil unrest, widespread failures, epidemics/pandemics or other extraordinary events) may affect the availability of the Services and/or the ability to execute Payment Transactions;
• compliance and legal risk: the Company is subject to legal and regulatory obligations (including AML/CTF, sanctions and fraud prevention). As a result, certain transactions may be delayed, suspended, rejected, reversed or subject to additional verification, and access to the Services may be restricted where required to ensure compliance with applicable law or binding decisions of competent authorities;
• merchant/acquiring risk (where Acquiring Services are used): card payments and other scheme-based payments may be subject to chargebacks, disputes, reversals, refunds and scheme-related adjustments, including after settlement. The Client acknowledges that such events may affect amounts credited to or debited from the Client's Digital Wallet and/or settlement and may result in a negative balance or repayment obligations towards the Company, subject to the applicable settlement and dispute rules described in these Terms;
• fraud and security risk: risk of unauthorized access to the Account (including credential compromise, social engineering, malware, phishing or internal abuse by the Client's personnel). Such events may lead to unauthorized initiation of Payment Transactions, data breach or operational disruption. The Client is responsible for maintaining appropriate internal controls (including access management, MFA where available, password management and secure device practices);
• data quality risk: risk resulting from the Client providing inaccurate, incomplete or incorrect payment data (including beneficiary data, account numbers, identifiers, reference fields). This may lead to delays, rejection, misdirection of payments or difficulties in recovering funds, for which the Company is not responsible to the extent that such consequences result from data entered by the Client;
• liquidity and settlement risk: settlement of transactions (including under acquiring services) may be subject to settlement cycles, cut-off times, scheme rules, holds, reserves or other risk controls. The time at which funds become available may therefore differ from the time at which a transaction is initiated or authorized;
• tax and accounting risk: the Client is solely responsible for determining the taxes, duties and other public-law charges applicable to its business activity and transactions carried out using the Services, and for correctly settling, reporting and paying any amounts due. Any reports or statements provided by the Company are for reconciliation purposes and do not constitute tax or accounting advice.

The Client shall ensure that its employees, contractors and authorized users are appropriately trained in the use of the Account and the Services, including with respect to security measures, operational procedures, and reconciliation of transactions and settlements. The Company may make operational instructions, notices or guidelines available within the Account or on the Website; however, the Client remains responsible for using the Services in accordance with these Terms and for verifying whether the Services meet its needs.

The Client is encouraged to use multiple sources of information and, where applicable, to consult professional advisers (including legal, tax and accounting advisers) regarding the risks associated with its business and use of the Services.

This section does not exclude or limit the Company's liability to the extent that such limitation is prohibited by mandatory provisions of law, and does not prejudice the provisions of the "Liability of the Parties" section of these Terms.

Terms of use of the Client Account

Creating a Client Account

To create an Account, the Client must: complete the required fields in the online form and provide the required information, including (among others) first name(s) and surname, business email address, company, interest in services; and provide online the documents required for this purpose, in particular in accordance with the obligations set out in the "Know Your Client" and "Know Your Transactions" sections of these Terms.

The above information and documents, as well as their technical parameters (format, size, etc.), may change over time. A comprehensive and current list of information and documents, as well as their technical characteristics, that the Client must provide when applying to create an Account is provided to the Client when such information and documents are required by Bergopay or by an external service provider to which Bergopay has outsourced these operations.

Failure to provide such information and documents will result in the Client Account not being created, and the Client will not be able to use the Services that require prior creation of such Account. The Client confirms the truthfulness and accuracy of the information provided (including documents provided automatically or on request) when creating the Account, and Bergopay has the right to hold the Client or any involved person liable where the information provided is false, inaccurate or misleading. The Client must provide its true identifying data (e.g. true first name and surname) and contact details. The Client is also obliged, where applicable, to update the information provided in order to ensure its accuracy at all times and at any moment, and warrants Bergopay in this respect. Bergopay shall under no circumstances be liable for any difficulties encountered by the Client, for example in accessing its Account or using the Website or Services, which may be directly or indirectly related to the Client providing inaccurate or incomplete information or failing to update its information. Bergopay may make use of the Services conditional upon the Client providing current information and documents (in particular a valid identity document), or even providing additional information or documents (proof of source of funds, response to a KYC questionnaire, proof of "liveness check" / "proof of life", proof of address, etc.). Providing inaccurate or incomplete information or false documents, or failing to update such information or documents by the Client, constitutes a serious breach of these Terms by the Client, entitling Bergopay to terminate the Terms and delete the Client Account without prior notice, in accordance with the "Notice — Termination" article.

Bergopay may also request additional information and/or documents if the Client requests a change to information concerning its Account.

Conditions for creating a Client Account

A Client Account may be opened only for (i) natural persons conducting business activity (entrepreneurs) and (ii) legal persons or other organizational units having legal capacity, acting through duly authorized representatives. Individual clients (natural persons acting outside their business activity) are not entitled to open a Client Account under these Terms.

A Client Account is created only at the Client's request submitted by email or telephone and after completion of the registration and verification process, including KYC/AML checks carried out by Bergopay and/or an external service provider (see the "Know Your Client and Know Your Transactions" section of these Terms). A Client Account cannot be created through the Website. Bergopay may request documents and information necessary to verify the Client's identity, legal status and the authorization of persons acting on behalf of the Client.

Bergopay may restrict the availability of registration and the Services for Clients from certain countries or jurisdictions or for specified categories of Clients where this results from applicable law, regulatory requirements, internal risk assessment or restrictions applied as part of the KYC/AML process. The Client is responsible for ensuring that it meets the eligibility criteria and for providing true, complete and current information and documents required for registration.

Eligibility criteria and restrictions applicable to the creation and maintenance of a Client Account may be changed by Bergopay at any time, in particular to ensure compliance with applicable laws, regulatory requirements or instructions of competent authorities. Bergopay is not responsible for the consequences of applying such restrictions, including refusal to open a client account or suspension, closure or liquidation of a client account, where such measures are required or justified under applicable law, regulatory obligations or the KYC/AML framework, including with respect to the client's registered office, residence, nationality or jurisdiction of activity.

Client identity verification (Know Your Client) and transaction tracking (Know Your Transactions)

Information provided by the Client in order to create an Account is used to verify its identity, in particular as part of Bergopay's "Know Your Client" program (hereinafter "KYC"), and to prevent or detect any attempts or activities related to fraud, corruption, money laundering or terrorist financing, and more generally any potentially unlawful or fraudulent activities. This may include additional processes, such as meeting requirements for confirmation of the Client's "liveness" or "proof of life".

The Client's request to provide this information to the Company results, among other things, from the latter's obligations concerning anti-money laundering and counter-terrorist financing within the meaning of the AML Act. Accordingly, the Client undertakes and warrants to Bergopay that it will comply with the KYC process and answer all questions and provide all information required for that purpose.

KYC operations, and in particular Client identity verification operations, may be outsourced by Bergopay to an external service provider. As at the effective date of the Terms, Bergopay uses for this purpose the services of provider G2 (branch with its registered office in Barcelona, Spain), with which Bergopay has concluded a personal data processing entrustment agreement. In all cases, the Client is obliged to follow all instructions provided by Bergopay and/or that service provider.

Bergopay may also use solutions for tracking and analyzing Transactions (hereinafter "KYT") in order to better detect anomalies and prevent or detect any attempts or activities related to fraud, corruption, money laundering or terrorist financing, and more generally any potentially illegal or fraudulent activities or actions, which the Client acknowledges and accepts.

KYT operations may be outsourced by Bergopay to an external service provider, including provider G2 (branch with its registered office in Barcelona, Spain), with which Bergopay has concluded a personal data processing entrustment agreement. In all cases, the Client is obliged to follow all instructions provided by Bergopay and/or that service provider.

Accordingly, it is reserved that KYC and KYT operations may result in the Client being refused the possibility to use certain Services or execute certain Transactions, with such decision being made at Bergopay's sole discretion and without any liability on Bergopay's part.

Prohibitions concerning the Client Account

It is prohibited to create or open an Account by a Client whose Account has previously been closed by Bergopay.

A Client applying to create an Account warrants that its use of the Website and the Services will not expose Bergopay to any sanctions and will not constitute a breach of applicable laws or regulations, in particular in the areas of combating terrorism, corruption, financing the proliferation of weapons of mass destruction and money laundering. In particular, the Client warrants that:

• it is not subject to any prohibitions on using the Services resulting in particular from statutory or executive regulations or, for example, from an administrative or judicial decision;
• it is not subject to restrictions on access to financial services, such as those adopted by the United Nations, the Council of the European Union, the United Kingdom, the United States, Poland or any other state or jurisdiction as part of the fight against terrorism, corruption, financing the proliferation of weapons of mass destruction and money laundering;
• it is not listed on sanctions lists maintained, among others, by OFAC or the United States Department of Commerce (Denied Persons List), nor on any sanctions list or list of designated persons or countries maintained by the United Kingdom, the United States of America, Poland or any other state or jurisdiction.

Any breach by the Client of the provisions of this "Account Creation" article constitutes a material breach that may result in termination of the Terms without prior notice, to the exclusive detriment of the Client, and in permanent blocking of the Client's access to and use of the Website and the Services.

The Company further reserves the right to refuse to create an Account for a Client that does not meet or comply with the conditions set out in this "Account Creation" article and, more generally, in these Terms, as well as to close/delete the Client Account on the terms set out in the "Closure and Deletion of the Account" article.

Confidentiality and security of the Client Account

Access to the Client Account may require the use of security credentials and/or authentication tools ("login data") designated by Bergopay, including in particular a unique identifier (e.g. email address, telephone number, user ID) and authentication elements (e.g. password, one-time codes, multi-factor authentication). Login data are issued or established during the registration process conducted by email or telephone and/or other channels made available by Bergopay. The Client Account is not created through the website, and any references to online forms apply only where Bergopay makes such functionality available to B2B clients.

The Client ensures the confidentiality of login data and protection against access by unauthorized persons. Where the Client is a legal person or entrepreneur acting through persons authorized to act on its behalf, the Client is responsible for ensuring that access to login data is granted only to duly authorized persons and that internal access rights are properly managed (including, where applicable, by immediately revoking access in the event of termination of employment/contract or change of position). The Client shall implement appropriate organizational and technical measures to protect login data and, where applicable, promptly update/change passwords or other authentication elements in accordance with good security practices and any instructions from Bergopay.

In the event of loss, theft, compromise of any login data, suspicion of such compromise, or unauthorized access (or attempted access) to the Client Account, the Client shall immediately notify Bergopay by email at office@bergopay.com and follow any reasonable instructions issued by Bergopay to secure the Client Account, including blocking access or resetting login data. Restoration of access to the Client Account after blocking may be conditional upon the Client providing additional information and/or documents necessary to verify the Client's identity, the authorization of the person submitting the request and the legitimacy of the request. Bergopay may refuse to restore access if verification has not been completed or if such refusal is required by applicable law or the KYC/AML framework.

The Client acknowledges that use of the Client Account and the Services is at the Client's own risk, and Bergopay is not liable for any unauthorized use of the Client Account resulting from circumstances for which the Client is responsible, including in particular failure to protect login data, improper management of internal access or negligence of persons authorized by the Client. Subject to mandatory provisions of law and except where unauthorized access results from causes attributable to Bergopay, the Client remains responsible for: (i) actions performed within or from the Client Account, (ii) instructions and orders submitted using login data, and (iii) all consequences of such actions.

The Client acknowledges that successful authentication using login data (and, where applicable, the performance of additional authentication measures) constitutes, as a rule and in the absence of evidence to the contrary, proof that the given action was authorized by the Client and performed by a person acting on behalf of the Client in accordance with the access rights granted by the Client.

Closure and deletion of the Client Account

The Client may request closure and deletion of its Account by sending an email to office@bergopay.com.

Bergopay shall also close and delete the Client Account if these Terms expire.

The Client is solely responsible for storing and backing up information and documents sent by or to Bergopay, or more generally through the Website and/or saved or stored in the Account, as Bergopay does not provide storage, backup or archiving services in this respect.

Closure and deletion of the Client Account, regardless of the cause or initiator, does not entitle the Client to any compensation.

Financial terms for the provision of Services

Transactions are Services offered to the Client for a fee. The Client is therefore obliged to pay Bergopay (unless these Terms provide otherwise that the fees are payable to a third party) the transaction fees set out below.

Fees charged on the Website, in particular the rates used to calculate various transaction fees, are specified on the Website in the "Financial Terms for the Provision of Services" section and, if a separate price list is made available, also in the price list published on the Website.

Rates may be changed at any time. If the tariff is updated, the new tariffs apply to all operations initiated and approved by the Client after the date on which the new tariffs enter into force.

The amount of fees for purchase or sale transactions depends on Bergopay and is determined at Bergopay's sole discretion, taking into account the costs incurred by the Company. The relevant information is provided to the Client by Bergopay at its own discretion and responsibility. These fees are payable (and paid by the Client) directly to Bergopay. The fees will be increased by VAT at the current rate (only if VAT applies).

Obligations of the Parties

Obligations of the Provider

Bergopay is bound by the terms set out in these Terms. Bergopay provides the Services to the Client, including access to the Website, and is therefore subject to an obligation to apply appropriate measures.

In particular, Bergopay seeks to maintain the availability of the Website and the Services in accordance with the provisions of the article "Terms of Use of the Website and Services" of this document.

Obligations of the Client

The Client represents and warrants that it is duly registered and/or conducts business activity in accordance with the laws applicable to it and that it is authorized in its jurisdiction of registration, residence and/or business activity to access and use the Services offered by Bergopay. The Client further confirms that it has assessed the suitability of the Services for its business needs and that it has and will maintain the technical measures, organizational solutions and financial resources necessary for the proper and secure use of the Services.

The Client is bound by these Terms and is solely responsible for: (i) use of the Website (to the extent that the Website is used for informational or operational purposes), the Client Account and the Services, and (ii) the acts and omissions of any persons acting on behalf of the Client or to whom the Client has granted access (including representatives, employees, contractors or other authorized users), including any payment orders or other instructions submitted through the available channels.

The Client undertakes to use the Services in accordance with applicable laws and regulations, in particular those concerning payment services, anti-money laundering and counter-terrorist financing, sanctions and fraud prevention. The Client shall not use the Website and/or Services for unlawful purposes or in a manner inconsistent with the purpose for which the Services are made available under these Terms.

The Client is solely responsible for its tax obligations, including determining the tax treatment of Transactions and filing any required tax returns and reports in the relevant jurisdictions. Bergopay does not provide tax advice and bears no responsibility for the Client's tax compliance.

9. Liability of the Parties

9.1. Each Party shall be liable for non-performance or improper performance of its obligations under these Terms on the terms set out in mandatory provisions of law, in particular in the Civil Code, subject to the provisions of this article.

9.2. Bergopay is obliged to provide the Services with due care appropriate to a professional entity acting as an SPI. Bergopay does not provide investment, legal, tax or other advisory services unless expressly provided otherwise in a separate agreement concluded with the Client.

9.3. Bergopay may be liable to the Client only for damage that is a normal, typical consequence of a breach of obligations under these Terms, provided that:

• as a rule, Bergopay's liability covers only actual damage (damnum emergens), excluding lost profits (lucrum cessans), unless mandatory provisions of law provide otherwise or the damage was caused by intentional act or gross negligence of Bergopay;
• Bergopay is not liable for indirect damage, in particular for loss of expected profits, loss of reputation or business interruption, unless the damage was caused by intentional act or gross negligence of Bergopay;
• the provisions of this article are without prejudice to mandatory provisions of Polish law applicable to the legal relationship between the Parties.

9.4. Bergopay is not liable for non-performance or improper performance of its obligations under these Terms to the extent caused by:

• the occurrence of Force Majeure, as defined in these Terms, subject to paragraph 9.3;
• acts or omissions of third parties for whom Bergopay is not responsible, in particular payment service providers, telecommunications service providers and KYC/KYT service providers;
• use of the Website, Account or Services in a manner contrary to these Terms, the instructions provided or applicable law;
• malfunction or incorrect configuration of the Client's computer equipment, software or telecommunications connections;
• the Client's failure to perform obligations arising from law (in particular in the areas of taxes, foreign exchange, AML/CFT) or from these Terms, including the obligation to update data and provide required documents.

Termination of the Services

Clients may terminate the Terms for the provision of Services at any time and without prior notice, provided that they delete their Account in accordance with the conditions set out in the section entitled "Closure and Deletion of the Account". Bergopay is entitled to terminate and cancel these Terms for the provision of Services, without the Client having the right to claim compensation on that basis, in the following circumstances:

• if a law, regulation or decision of a competent authority or jurisdiction prevents maintaining all or part of the Terms (and therefore the Services) between the Parties, or if Bergopay has reason to believe that maintaining all or part of the Terms (and therefore the Services) is therefore impossible, subject to a thirty (30) day notice period, unless the law, regulation or decision referred to in this article prohibits or does not allow Bergopay to maintain such notice period. Bergopay may also, at its own discretion and subject to compliance with the above notice period, unless the conditions do not allow compliance with such notice period, terminate part or all of the Terms (and therefore terminate part or all of the Services) in order to ensure compliance with all laws, regulations or decisions applicable to Transactions;
• in the event of technical or security problems affecting the Website and/or the provision of the Services, with a thirty (30) day notice period or, if the conditions do not allow such notice, immediately without notice.

Unless this article provides otherwise and unless prohibited by law or a decision of a competent authority, any termination initiated by Bergopay will be preceded by an email sent to the email address provided by the Client, informing the Client of such termination and of the date on which the termination will take effect, in accordance with the terms and notice periods set out herein. Where Bergopay is not required to give prior notice, the email will be sent at the time of termination.

To the fullest extent permitted by law (and by consumer protection regulations if the Client is a consumer), the Terms may be terminated at Bergopay's initiative, in addition to the cases expressly provided for in these Terms and without prejudice to any damages that may be claimed from the Client, in the following cases:

• in the event of a breach by the Client of any of its obligations or commitments under these Terms, in particular in the event of a breach of its obligations under the articles "Description of Services", "Terms of Use of the Website and Services", "Terms of Use of the Account", "Financial Terms" and "Obligations of the Parties", seven (7) days after the Client has been notified of a formal demand to perform its obligations and/or commitments which has remained ineffective;
• in the event of a serious breach by the Client that entitles Bergopay to terminate the Terms without notice and without prior formal notice, in which case Bergopay may terminate these Terms simply by sending a message to the email address provided by the Client.

In this respect, serious breaches by the Client entitling Bergopay to terminate the Terms for the provision of Services without notice include:

• the fact that the Client registers on behalf of another person in order to circumvent a prohibition on creating an Account;
• the fact that the Client provides information that is misleading, inaccurate, outdated, obsolete or incomplete (for example information concerning its identity or contact details), or that it fails to update certain such information or provides false documents (e.g. a false identity document);
• the fact that the Client refuses to accept amended Terms by requesting deletion of the Account;
• use of the Website and/or Services, voluntarily or involuntarily, for unlawful or fraudulent purposes or activities;
• any other serious breach of these Terms or of applicable laws and regulations.

The formal notices referred to in this article will be sent by Bergopay by email to the email address provided by the Client and will refer to this article. Bergopay will then inform the Client in the same manner of the effective expiry of the Terms. Where Bergopay is not required to give the Client prior notice, an email will nevertheless be sent to the Client informing it of the expiry of the Terms.

Personal data and cookies

Bergopay is responsible for the processing of Clients' personal data through the Website. Clients are requested to see the Privacy Policy to access Bergopay's "Personal Data Protection Policy".

When visiting the Website, cookies and other tags or similar technologies may be installed and/or read in the user's web browser. Clients are requested to see the Cookies Policy to access Bergopay's "Cookie Management Policy".

To the extent that the Client undergoes onboarding, KYB/KYC, AML/CFT or enters into an agreement with Bergopay, data processing may be subject to additional information, agreements, legal obligations, retention periods and documents provided to the Client outside the public Website.

Intellectual property

These Terms do not include any transfer, grant or licensing of intellectual property rights or sui generis database producer rights to the Client.

The entire Website, as well as each of its individual elements, in particular programs and developments, its structure and content, including data, texts, static or animated images, logos, sounds, graphics, photographs and files, are the exclusive property of Bergopay or of third parties that have transferred or granted the right to use them.

Any presentation or reproduction, in whole or in part, of the Website or any element thereof without Bergopay's express consent is prohibited and constitutes an infringement punishable under the Act of 4 February 1994 on Copyright and Related Rights (Journal of Laws of 2025, item 24, as amended) or an act of unfair competition or parasitism and/or, generally, fault for which the author is responsible. In any case, any reproduction or presentation of all or part of the Website or its elements authorized by Bergopay must include the notice "Copyright Bergopay — all rights reserved".

The trademarks and logos appearing on the Website are registered trademarks of Bergopay or third parties. Any reproduction, imitation or use, in whole or in part, of these distinctive signs without the express consent of the rights holder or in violation of intellectual property rights will result in the author's liability.

All other distinctive signs, in particular company names, trade names, brand names and domain names appearing on the Website, are the property of Bergopay or the relevant third parties. Any reproduction, dissemination or other use without the prior express consent of the rights holder may constitute an infringement of rights and, more broadly, a misleading act for which the perpetrator is solely responsible.

Right to withdraw from the Agreement

No consumer contracts

The Services are offered and provided exclusively to Clients acting within the scope of their business or professional activity (entrepreneurs and legal persons). Bergopay does not enter into contracts with Consumers under these Terms. Consequently, the statutory right of withdrawal available to Consumers under the Polish Act of 30 May 2014 on Consumer Rights does not apply to the Agreement concluded under these Terms.

Mandatory safeguards

If, irrespective of the provisions of clause 13.1, mandatory provisions of Polish law grant the Client (in particular a natural person conducting business activity) protection similar to consumer protection that cannot be excluded by contract, such provisions shall apply only to the extent strictly required by applicable law.

Statement on the purpose of business activity

By applying for registration and using the Services, the Client confirms that the Agreement is concluded for purposes directly related to its business/professional activity and that the Client is not acting as a Consumer.

Miscellaneous

To the fullest extent permitted by Polish law (and, in the case of a Client who is a consumer, unless consumer protection regulations provide otherwise), the Client and Bergopay shall not be liable to the other Party for non-performance of their obligations under these Terms due to Force Majeure.

By express agreement of the Parties, Force Majeure includes in particular:

• power outages, including any failures, restrictions or instability in the supply of electricity;
• disruptions in communication networks, both public and private, including in particular total or partial shutdown of Internet access;
• cyberattacks or IT intrusions causing the inability to recover data or provide the Services by Bergopay and/or its partners;
• weather phenomena and extreme climate conditions, such as storms, hail, lightning, hurricanes and other similar events;
• natural disasters, including earthquakes, floods and water damage;
• the impact of magnetic fields;
• aviation accidents, including aircraft crashes;
• acts of terrorism;
• wars, riots, armed conflicts, fires, explosions, strikes (internal or external), lockouts or occupation of Bergopay's premises;
• statutory restrictions or decisions of public authorities, including changes in regulations concerning forms of marketing;
• accidents of any kind;
• epidemics, pandemics or illnesses affecting at least 10% of Bergopay's employees or associates (including internal and external consultants and persons employed by entities forming part of Bergopay's capital group) for two consecutive months;
• roadblocks, interruptions in supply chains or supply shortages;

preventing the Party from normally performing its obligations under the Terms.

In the event of interpretative difficulties arising from a conflict between headings appearing at the beginning of articles and the content of the articles, the headings shall be deemed not to exist.

If one or more provisions of the Terms are held invalid, ineffective, unlawful or unenforceable, or are deemed so as a result of the application of laws or regulations or as a result of a final decision of a court or competent authority, the remaining provisions shall remain in force and retain their full force and scope.

The Parties acknowledge that each of them acts in its own name as an independent party and that these Terms may not be interpreted in any other way.

For the performance of the Terms, and in particular for the provision of the Services, Bergopay may, at its own discretion, use subcontractors, while Bergopay remains responsible towards the Client for performance of the Terms in accordance with the provisions of the Terms.

The Client Account may not be assigned or transferred to a third party, and the Client may not assign or transfer these Terms or all or part of its rights and obligations under these Terms to a third party.

Unless specified otherwise, times and periods indicated in these Terms are given in calendar days.

The Client undertakes not to transmit through the Website any content that is unlawful or disrupts the proper functioning of the Website or the Services.

Complaints, mediation and alternative dispute resolution methods

A response to a complaint must be provided without undue delay, but no later than within 30 days from the date of receipt of the complaint. To meet the deadline, it is sufficient to send the response before its expiry. In particularly complex cases that make it impossible to consider the complaint and provide a response within the above period, Bergopay shall, in the information provided to the Client that submitted the complaint:

1) explain the reason for the delay;

2) indicate the circumstances that must be established in order to consider the matter;

3) specify the expected date for considering the complaint and providing a response, which may not exceed 60 days from the date of receipt of the complaint. If the above deadlines are not met, the complaint shall be deemed to have been considered in accordance with the Client's request.

Any Client who is a natural person and has a dispute with the Company may contact the Financial Ombudsman at: Biuro Rzecznika Finansowego, ul. Nowogrodzka 47A, 00-695 Warsaw, or through the website https://rf.gov.pl/, on the terms set out in the Act of 5 August 2015 on the Handling of Complaints by Financial Market Entities, the Financial Ombudsman and the Financial Education Fund (Journal of Laws of 2024, item 1109, as amended).

Governing law and jurisdiction

The original version of these Terms is in Polish. In the event of translation into one or more foreign languages, the Polish text shall be decisive, in particular in the event of legal disputes.

The Website is governed by Polish law. Accordingly, the content offered is compliant with applicable Polish law. Bergopay is not liable in the event of non-compliance with the law of the country from which the Client connects.

These Terms and the relationship between Bergopay and the Client are also governed by Polish law. This applies to both substantive and procedural provisions, regardless of the place of performance of the main or ancillary obligations.

In the event of any disputes concerning the interpretation or performance of these Terms, the Parties shall make every effort to reach an amicable agreement. In the absence of an amicable resolution, Polish courts shall have exclusive jurisdiction to resolve any disputes arising from the application of these Terms or arising directly or indirectly from use of the Website. The reference language for resolving any disputes shall be Polish.