Please read this document carefully. It contains the terms for access to and use of our website https://payhawk.com, our desktop platform https://portal.payhawk.com and our mobile application ‘Payhawk’ (herein referred jointly as the “Website” or the “Payhawk Platform”) and to use the Services. If You do not accept the terms set forth below, it is not possible to use the Services!

Payhawk Platform Terms of Use

By means of the Payhawk Platform, we provide to legal entities (Companies) information society services as determined in these Terms of Use (‘Services’). The use of the Services is possible only after registration and activation of a Payhawk Account. Payhawk Account can be registered by a legally capable person who is authorized to represent the Company, to accept these Terms of Use and to perform the activities related to the use and management of the Payhawk Account on behalf of the Company. By registering Payhawk Account, you declare that you meet these conditions and the information you have filled in to identify yourself and the Company is accurate and complete.

You acknowledge that you understand and agree to these Terms of Use if you have created a Payhawk Account and have clicked an “I accept” button with respect to the use of the Payhawk Platform. You may only open a Payhawk Account and use the Services if you accept all the terms and conditions of this Payhawk Platform Terms of Use (referred hereinafter shortly as ‘Platform Agreement’ or ‘Agreement’).

The Platform Agreement is between Company and Payhawk and governs your use of the Services. By submitting an application to open a Payhawk Account, you agree with this Platform Agreement and agree to receive all notices and communications from Payhawk electronically, including by the means of your Payhawk Account. We may update or replace this Platform Agreement with you by posting an updated version to our legal page. In order to be able to request/order and use respective Cards indicated on our website through your Payhawk Account, you should also accept the applicable Card Terms and Conditions of the respective Issuer.

The Company may also add additional users (Administrators and Users) with access to its Payhawk Account. Each of these users should accept these Terms of Use before using the Services and shall be considered obliged to comply with the Terms for Use of the Services as determined herein. The Administrators and/or other previously added Users with appropriate rights can add new Users/ Administrators and manage their access rights. It is prohibited to add an additional User/ Administrator without being authorized by the Company to do so. When using the Services the Administrators and Users shall act only on behalf of the Company.

Capitalized terms in this Platform Agreement are defined as follows:

Administrator means an authorized representative of the Company that is authorized by the Company to manage the Company’s Payhawk Account and act on behalf of the Company, including accepting the terms of this Platform Agreement.

Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

Payhawk, We, Us, or Our refers to Payhawk Limited, duly registered under company registration number 11747263, 100 Bishopsgate, London, United Kingdom, EC2M 1GT and our subsidiary Payhawk EOOD, duly registered with the Commercial register at the Registry Agency under UIC 205220011 and registered office at 31 Alexander Malinov blvd., Sofia 1729, Bulgaria.

Payhawk Account means the Company’s corporate account with Payhawk that is used to access Services including reviewing expenses and managing Cards.

Cards means physical or virtual payment Mastercard and Visa cards issued by an Issuer, managed through your Payhawk Account, and governed by the respective Card Terms and Conditions (as available here and here).

Card Scheme means the payment card schemes including Visa and/or Mastercard and/or any other similar card schemes.

Card Terms and Conditions means the terms and conditions governing the contractual relationship between the Company and the applicable Issuer for use of Cards identified on our website (as available here and here).

Cardholder means Company’s employees or other individuals that are designated and permitted by you through your Payhawk Account to use Cards on your behalf.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Scheme.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Company or You means the company that is applying for or has opened a Payhawk Account uses the Services and manages Cards, and is executing this Platform Agreement.

Company Data means any data, information or other material provided, uploaded, or submitted by the Company to the Service in the course of using the Service. For the avoidance of any doubt, the term Company Data does not relate to any information which the Parties exchange in the course of the negotiation, conclusion, change or termination of the Platform Agreement (e.g. information provided in the course of creating Payhawk Account, billing details, information collected for the purposes of your identification or the identification of your UBOs, Administrators, Users, and Cardholders, etc.), including any instructions, requests, and other similar submitted by the Company to Payhawk in relation to the performance of the Payhawk Agreement.

Dispute means any dispute, claim, or controversy arising from or relating to this Platform Agreement, including any incorporated terms.

Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

Fees means charges we impose on you for use of Services or your Payhawk Account.

Financial Data means Company’s bank balance, transaction, and account information accessible to Payhawk through Linked Accounts or Third-Party Services.

Fines means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of this Platform Agreement (including the Card Terms and Conditions) or other agreements you have with Payhawk or an Issuer.

Integrated services means services that are provided by third parties connected to or provided through the Services. Integrated Services may include accounting or expense management platforms such as QuickBooks and Xero.

Issuer means the applicable Issuer that is a member of the Card Scheme indicated on Cards and is responsible for issuing the Cards to you as identified on our website.

Linked Account means any account that is held and maintained by the applicable Issuer and contains and provides financial data and is linked to or authorized for use through your Payhawk Account. Linked Account is the account to which you must wire transfer money to the applicable Issuer to fund your Cards.

Notice means any physical or electronic communication or legal notices related to this Platform Agreement that are provided to you, Users, or Administrators through text or SMS, email, your Payhawk Account, or by other means.

Platform Agreement means this Platform Agreement as amended.

Restricted Activities means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a Payhawk Account.

Services means the expense and corporate Card management services and all other services provided by Payhawk through your Payhawk Account.

Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.

The Company and each of its Administrators and Users shall provide correct, complete and current data upon registration, when using the Services and shall keep it up to date thereafter. In the case of inaccuracies, You shall immediately rectify them and shall not be entitled to use the Services until You do so.

In addition to the information provided during the registration, Payhawk may request additional documents, including signed documents (with physical or electronic signature) for extended identification of the Company and/or its Representatives before activating the Payhawk Account or at any time thereafter as far as it is necessary for Payhawk to comply with its legal obligations as a registered Agent of an Issuer, with the requirements and policies of the respective Issuers or if there are reasons to believe that the provided information is inaccurate or incomplete.

You are responsible for all actions carried out through your Payhawk Account. You shall immediately notify Payhawk in case of actual or possible unauthorized access.

The Payhawk Platform

Services

The Services allow you to: (i) request and manage Cards; (ii) manage your corporate expenses (upload, describe, review, etc. expense related data and documentation); (iii) schedule, generate and export your periodical expense reports; (iv) use Integrated Services through your Payhawk Account; (v) access diverse functionalities through your Payhawk Account, including through the Payhawk mobile app. Payhawk may change or provide new Services but will not materially diminish or remove Services without Notice except where we are obliged to do so by an Issuer or by law.

Applying for a Payhawk Account

You will need to: (i) provide certain data and documents as indicated in our registration forms in order to allow us and the respective Issuers to properly identify you and to check your eligibility for the Services and/or Cards; and (ii) to connect at least one Linked Account when submitting an application for a Payhawk Account. For providing you with the full scope of our Services and specifically in order to enable you to request Cards and enter into agreements under Cards Terms and Conditions we are obliged to identify you, incl. your ultimate beneficial owners (UBO), Administrators and Cardholders as required by the applicable anti-money laundering legislation. We may immediately approve or deny your application or grant you provisional access to the Services or your Payhawk Account while your application is pending. Payhawk and Issuers rely on the accuracy of the data you provide when opening and maintaining your Payhawk Account. We may deny applications, interrupt the provision of the Services to you, or suspend or close your Payhawk Account due to any reasonable or legally permissible basis, including where provided data is out of date, incomplete, or inaccurate. You have to keep your data and the data concerning each of your Administrators, Users and Cardholders complete and accurate in your Payhawk Account whether we provide you with full or provisional access. We will disclose Fees to you when opening your Payhawk Account via e-mail or through our website. We may change Fees upon thirty days’ notice to you. We reserve the right to refuse your application or respectively the Issuers may refuse to activate your Cards requested if the results of the performed checks or otherwise give us reason to suspect you of being involved in or intending to use the Card for money laundering, terrorist financing, fraud or other illegal activity or due to other reasonable or legally permissible basis. In case of refusal for activation of your Payhawk Account or your Card, we will inform you of the refusal but may not inform you of the reason for the refusal.

Managing your Payhawk Account

You must specify at least one Administrator to manage your Payhawk Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Cardholders; establish spending limits; view transactions and run reports; provide or update your Data; connect Linked Accounts and Integrated Services to your Payhawk Account; perform other tasks to manage your Payhawk Account. You are responsible for any actions or failure to act on the part of Administrators, Users or Cardholders, or those using their credentials to access your Payhawk Account.

Security and Monitoring your Payhawk Account

You will keep your Payhawk Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your Payhawk Account or Cards have been compromised or stolen or maybe misused; you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorized transactions using your Cards, but you are ultimately responsible for any financial loss caused by Administrators, Cardholders, Users, or other persons given access to the Services, your Payhawk Account, and Cards. We may suspend access to your Payhawk Account or specific Cards if we believe your Payhawk Account or a Card has been compromised or that not doing so may pose a risk to you, Payhawk, Issuers, or any third parties.

Restricted Activities

We will not onboard or provide services to customers engaged with activities included but not limited to the ones in the list below. Businesses with any connection to countries on the FATF Blacklist or businesses linked with any of the following industries or activities:

• Any sales of ‘pyramid’ type, Ponzi schemes or similar marketing or matrix programs or other schemes for ‘quick enrichment’ or high-yield investment programs;
• Sale, supply or purchase of illegal items or items promoting or facilitating illegal activities;
• Sale, supply or purchase of counterfeit products or products infringing intellectual property rights;
• Products or services for the processing or aggregation of payments by third parties;
• Money laundering;
• Terrorism financing or propaganda;
• Pornography, escort services, and selling and/ or advertising sexual services;
• Using your Payhawk Account and Payhawk Card(s) in a manner and/or for purposes violating the applicable law and/or regulations of the Card Organization
• Gambling or betting activities
• Distribution of non-licensed drugs
• Money service bureaus
• Dealers in precious metals and stones

You also must inform us if any of these have become applicable to you.
If Payhawk, in its sole discretion, believes that you may have breached any provision of this clause, we may act to protect ourselves, other users of Payhawk, and third parties.

Identification as Customer

By clicking the ‘I Accept’ button to this Platform Agreement, you give us permission to publicly reference you as a Payhawk customer on our Website or in communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Payhawk a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we do not identify you as a Payhawk customer and we will remove references to you on our website or in communications.

Ownership and License

As between the parties, Payhawk or respectively the indicated licensors retain and own all rights, titles and interest in and to the Services, incl. any copyrights, trademarks and other intellectual property rights related or created, used or provided by Payhawk for the purposes of this Platform Agreement, including any copies and derivative works of the foregoing (referred herein below as ‘Payhawk Property’). You, Administrators, Cardholders and Users may only use Payhawk Property as provided to you and for the purposes provided in this Platform Agreement. You may not modify, reverse engineer, create derivative works from, or disassemble Payhawk Property; or register, attempt to register, or claim ownership in Payhawk Property. Payhawk grants you a nonexclusive and non-transferable license to use Payhawk Property as provided through the Services and as permitted by this Platform Agreement. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.

Data Protection and Company Data

Matters related to personal data processing in relation to the provision of the Services are regulated by this Platform Agreement and our Privacy Policy, which is an integral part of this Platform Agreement. Payhawk provides you with a technological solution that allows you and your Administrators and Users to upload information as details regarding expenses (amount, category/type, description, supporting documentation, a location where the expense occurred, etc.), to perform various actions as approvals, uploads, etc. within the Payhawk Account and to generate and export reports from the Payhawk Account. By accepting this Platform Agreement, you assign to Payhawk to process this information (the Company Data) for the purposes of providing the Services, in strict compliance with this Agreement and your instructions made through the functionalities available in the Service. You agree that You will submit your instructions only in the manner provided for in the Payhawk Platform and that your instructions shall be in compliance with applicable legislation. We will not process Company Data for purposes other than those specified in this Platform Agreement, except when required to do so under applicable law or in cases where we have our own legal basis for such processing. You declare that you have been informed that in some occasions set forth by law, we may be required to keep and disclose certain Company Data to the competent authorities. Payhawk undertakes to inform you of such orders, except in the cases when it is prohibited by law. You hereby agree and acknowledge that we may work with subcontractors (such as data centers for the collocation of servers and network equipment, etc.) for the purposes of provision of the Services to you. If applicable, should a subcontractor process Company Data, it will be required to commit to similar to Payhawk’s contractual obligations and level of protection guaranteed with this Platform Agreement. Our subcontractors will be required not to process such data for any other purpose than in relation to the Services that we provide to the Company. The Company Data submitted in the Payhawk Account of the Company about your expenses, incl. photos of receipts, descriptions, details on the location/ country where the expenses have been made, etc., are accessible for the Company and other authorized by the Company Administrators and Users. This information is fully under your control. By accepting these Terms of Use, you assign and Payhawk undertakes to:

• provide a technical solution to enable the storage of Company Data in your Payhawk Account until deleted by you (by your Administrators or Users), but no longer than the termination of your Payhawk Account;
• to automatically erase the Company Data in your Payhawk account upon termination of your registration, except when this is prohibited by law. If you would like to keep this data, you should do this prior to closing the Payhawk Account using the export functionalities.

You acknowledge and agree that when you use any of the Integrated Services you share your Company Data to the providers of these services and respectively assign to those providers the respective processing activities. The providers of the Integrated Services are third parties that are not under Payhawk’s control and Payhawk does not assume any responsibilities for the actions or omissions of such service providers. You shall be fully responsible to check their terms and conditions, privacy notices, data processing clauses, and other relevant documents and to ensure those are compatible with any legal requirements applicable to you and/or your Company Data.

We undertake to assist you: (i) if you need to demonstrate the performance of your obligations in relation to the data processing assigned to us; (ii) in performing your obligations to notify the competent supervisory authority in the event of a security breach; (iii) as far as possible and reasonably expected, by providing functionalities in the Services and organizational and technical measures in performing your obligations related to requests regarding data protection rights concerning data included in the Company Data.

Security Measures

Payhawk will:

• apply reasonable technical and organizational measures to ensure a level of protection against unauthorized or incidental access, loss, change, disclosure, or erasure of data;
• guarantee that all persons authorized by Payhawk to process data shall be bound by an obligation of confidentiality and shall undergo regular training on the protection of the data corresponding to their duties and tasks;
• shall not disclose Company Data to any third party in any circumstances, except for the provided for in the Terms of Use or by law.

Payhawk is responsible for the security of cardholder data it possesses or otherwise stores, processes, or transmits on behalf of the customer, provided that Payhawk has used commercially reasonable efforts to prevent any systems’ infiltration. Payhawk protects data by controlling both physical and electronic access to all sensitive data. Access is limited to individuals with specific business justification to access and manage the data, and their access is closely monitored and controlled. Payhawk is currently and will continue to be compliant with industry requirements such as the PCI Data Security Standard.

We undertake to provide the necessary assistance to a competent supervisory authority in carrying out audits and checks of the data processing activities assigned by you. In the case in relation to your data processing obligations, additional checks are required, it is possible to assign an audit after signing a preliminary agreement with Payhawk, specifying the scope, duration, and a mutually agreed certified auditor. In performing such an audit, you undertake to pay all fees, remunerations, and costs for the performed activities and services, both by the auditor and by Payhawk. An audit may be conducted only in a manner and to an extent that does not prejudice the obligations and rights of other Companies using the Services, the Issuers, or the providers of the Integrated Services.

We undertake to inform you without undue delay (but no later than 48 hours of becoming aware) if we detect a security breach of Company Data stored in your Payhawk account.

Beta Services and Feedback

Beta Services may be made available to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for the feedback you provide us.

Fees

You must pay us the Fees disclosed on the Payhawk Platform in relation to the Services for which you have registered. The amount of the Fees will vary depending on the number of Services and volumes you use. Fees related to subscription plans will be billed in advance/upfront whereas Fees related to non-recurring addons will be billed in arrears either right after such an addon has been ordered or in the next subscription plan invoice. Billing cycles can be monthly or yearly. At the end of each Billing Cycle, your Service will automatically renew under the exact same conditions. Invoices for the Fees will be sent via e-mail to the Administrators of your Payhawk Account.

Fee Payments

Payhawk invoices have a net 10-day payment term (payable within 10 days of the invoice date), after which there is a 2% per month interest on the outstanding amount until the date of the final settlement. Administrators can select your payment method within the Payhawk Platform:

• Card Payment – Your Administrators will be prompted to select and confirm а Card that will be charged for the Fees. If we cannot bill the selected Card, Payhawk will either suggest a new Card to your Administrators or will fall back to a bank transfer. This is the default payment method for all subscriptions.
• Bank Transfer – Customers who are subscribed for the Scale plan can opt-in for a bank transfer with their account manager, and bank details instructions will be provided on all outstanding Payhawk invoices.

Collections

Any failure to pay the full amount owed to Payhawk when required is a breach of this Agreement and Payhawk reserves its rights to terminate this Agreement, suspend the Services, and recover any outstanding debt or due payment directly from you or via a third-party collection service. You are responsible for all costs or expenses that we incur collecting amounts owed but not timely paid, including legal fees and any interest at the maximum rate permitted under law.

Payment Cards

Cards are issued by an Issuer identified on the back of physical Cards issued to you, in the Card Terms and Conditions. The Card Terms and Conditions govern your use of the Cards. You may only use the Cards if you, your Administrators, and your Cardholders consent to the applicable Card Terms and Conditions. Issuers may update Card Terms and Conditions at any time by providing notice to you including through Payhawk and your continued use of the Cards constitutes your acceptance of the updated Card Terms and Conditions.

Linked Accounts

You must maintain at least one Linked Account at all times. You may change Linked Accounts through your Payhawk Account. The Issuer will provide you with access to the information about the Card transactions and your Linked Accounts held at the Issuer by means of electronic statements about payment transactions and history of transactions on the Website in accordance with the Card Terms and Conditions.

Requesting and Replacing Cards

Administrators may request Card issuance through your Payhawk Account but should not provide to and will not request Cards for individuals that are not employees or other persons affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons the Issuers determine are appropriate under the circumstances. Cards may be issued as physical or virtual cards (a Card issued without an associated physical card). By default, the Cardholders will be able to view transactions and manage their Cards through the Payhawk Account. You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Payhawk Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants.

Using Cards

Cardholders may only use Cards for bona fide business-related Charges. You are responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. You will establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Scheme rules. Payhawk, Issuers, Card Schemes, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Payhawk is not responsible for any losses you may incur where a Charge is denied or reversed. If you and a merchant have a dispute regarding a Charge, including the delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Payhawk Account. The Card Schemes have established procedures for resolving Chargebacks that may require that you provide details of the disputed Charge or associated documentation. Chargebacks resolved in your favor will be credited to your Linked Account or to your Card.

Additional Terms

Term and Termination

This Platform Agreement is effective when you submit an application for Payhawk Account registration to Payhawk and continues until terminated by either you or us or as otherwise set forth in this Platform Agreement. You may terminate this Platform Agreement by paying all amounts owed and providing Notice to us but are still responsible for Charges, Fees, Fines, or penalties caused by your action or inaction prior to terminating the Platform Agreement. If you reapply or reopen your Payhawk Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time. Payhawk may terminate this Platform Agreement, or suspend your Payhawk Account or Cards, with immediate effect by providing you a Notice of termination.

Written Form, Notice and Communication

The written form shall be considered accomplished with sending an e-mail, clicking on a button on the Website or other similar actions, as far as the statement is technically stored in a way that allows it to be reproduced.

By clicking the ‘I Accept’ button to this Platform Agreement you agree that we can provide Notices to you under this Platform Agreement electronically.

We will provide Notices regarding activity and alerts to your Payhawk Account electronically through your Payhawk Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms will be sent to Administrators through your Payhawk Account or email. Notices sent through your Payhawk Account are considered received 24 hours after they are sent. We may send Notices to User’s mobile phones through text or SMS to the phone numbers Administrators and Users provide to us. These Notices may include alerts about Services, Cards, Charges, and may provide Administrators and Users the ability to respond with information about Charges on Cards or your Payhawk Account. Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically. Contact us immediately if you are or believe you are having problems receiving Notices.

Limitation of Liability

Except in case of intent or gross negligence or except otherwise provided for under the legislation in force, our maximum liability to you for direct damages under this Platform Agreement is limited to the total amount of Fees actually paid by you to Payhawk in the three months preceding the event that is the basis of your claim. Payhawk is not liable to you for consequential, indirect, special, or punitive damages, lost profits, or revenue whether or not we were advised of their possibility by you.

Representations and Warranties

You represent and warrant that Company is and will continue throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation; that Administrators have requisite organizational power and authority to conduct business and manage Company’s Payhawk Account; that you, Administrators, Cardholders and Users will not engage in restricted activities as specified in this Platform Agreement or the Cards Terms and Conditions; and that the data that you provide to Payhawk is current, complete, and accurate.

Disclaimer of Warranties by Payhawk

THE SERVICES AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PAYHAWK DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF SERVICES AND BETA SERVICES AND NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU. INTEGRATED SERVICES ARE NOT PROVIDED OR CONTROLLED BY PAYHAWK. PAYHAWK DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THE USE OF INTEGRATED SERVICES OR BY THEIR PROVIDERS. PAYHAWK DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT: (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, CARDHOLDERS OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

Indemnification

You agree to indemnify and defend Payhawk (including our affiliates, employees, contractors, and third-party service providers) against losses that result from or are related to claims, proceedings, suits, or actions brought by or initiated against Payhawk by any third party due to your breach of this Platform Agreement, or an Administrator’s, Cardholer’s or User’s breach of obligations owed under this Platform Agreement/Terms of Use, the Card Terms and Conditions or any other agreements with Payhawk; for amounts owed by Company to third parties; for acts or omissions of Administrators, Users, Cardholders or other Company employees or agents; for Company’s use of Integrated Services; or for disputes over Charges between Company and merchants.

Governing Law

This Platform Agreement and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of Bulgaria.

Jurisdiction

In case of a dispute between You and Us in relation to the Services, the Courts of Sofia shall have exclusive jurisdiction. This is without limitation of the right of either Party to seek the mediation of competent mediation services with a view to settling the dispute amicably.

Severance

If part of a provision of this Platform Agreement is found illegal, invalid or unenforceable, this shall have no effect on the other provisions hereof, and the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention, and if an amendment by the Parties cannot be achieved, the illegal, invalid or unenforceable clause will be replaced by the mandatory rules of the law or by the established practice.

Assignment

Payhawk may assign, pledge, or otherwise transfer this Platform Agreement or its rights and powers under this Platform Agreement to an assignee without providing you Notice. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Payhawk. The company may not assign this Platform Agreement or rights provided, or delegate any of its obligations, without Payhawk’s express written consent.

Headings and Interpretation

All monetary amounts owed under this Platform Agreement will be made in Euro (EUR). In the event that this Platform Agreement is terminated, the Card Terms and Conditions will immediately terminate.

Changes to this Platform Agreement

We may modify this Platform Agreement by providing you Notice. Any Administrator’s continued use of the Services or Cards constitutes your consent to the revised Platform Agreement. Changes to this Platform Agreement will not affect the provision of Services ordered and paid before the change. Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Payhawk in enforcing rights under this Platform Agreement does not constitute a forfeiture of such rights.

Entire Agreement

This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. No agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless agreed in writing between the Company and Payhawk.