These payment services terms (these “Terms”) are made between Nova Advisory Ireland Limited (trading as Ummah Pay), a company incorporated in Ireland (company number 778985) whose registered office is at 12 Boroimhe Blackthorn, Swords, Dublin, K67 VK57, Ireland (“Platform”), and the entity identified in the applicable registration or order form (“User”). These Terms govern the User’s access to and use of the Platform System and, where activated, the Payment Services. They take effect upon the User’s acceptance during registration (the “Effective Date”) and continue in force until terminated in accordance with Clause 11. The individual accepting these Terms on behalf of the User warrants that they are authorised to bind the User, and the User shall be bound accordingly.

RECITALS

(A) Platform provides payments and other business services to various industries, including charities, through its software platform (the “Platform System”).

(B) Platform has integrated the payment processing and acquiring services of Adyen into the Platform System pursuant to an Adyen for Platforms agreement between Platform and Adyen, thereby enabling Users to accept payments from Shoppers.

(C) In order to comply with Applicable Law and the Scheme Rules, Adyen is required to contract directly with each User and to complete know-your-customer (“KYC”) and anti-money-laundering (“AML”) verification of each User prior to, and on an ongoing basis during, the provision of services to that User.

(D) The regulated payment services, including acquiring, settlement, and the holding of funds, are provided by Adyen pursuant to the AfP Terms and not by Platform, and Platform acts as the User’s primary point of contact for commercial, service, account, and risk matters relating to the Payment Services.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context otherwise requires, the following definitions apply:

Adyen Adyen N.V., a public company registered in the Netherlands (company number 34259528) whose registered office is at Simon Carmiggeltstraat 6-50, 1011 DJ Amsterdam, the Netherlands, together with any local Adyen entity identified in the AfP Terms as an additional contracting party for the User’s region;

Acquirer a financial institution or payment institution authorised by a Scheme Owner to enable the acceptance and settlement of Transactions in respect of a payment method, including Adyen acting in that capacity;

AfP Terms the Adyen for Platforms terms and conditions accepted by the User pursuant to Clause 3.2, as published at https://www.adyen.com/en_GB/legal/adyen-terms-and-conditions and amended by Adyen from time to time, together with any additional Adyen terms applicable to services activated by the User, including the Payment Device Terms;

Application the information and documentation submitted by or on behalf of the User during registration for the Payment Services and any subsequent re-verification, including the description of the User’s business activities, products, services, or charitable purposes, its website, and its verification information;

Business Day a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;

Card Not Present Transaction a Transaction submitted for processing online via the Platform System and not by means of a Payment Device (also referred to as a “CNP Transaction”);

Chargeback a Transaction charged back at the request of a Shopper or an Issuer pursuant to the Scheme Rules, resulting in the cancellation of a Transaction in respect of which the User has been paid or was due to be paid, each renewed chargeback of the same Transaction (including following an unsuccessful defence) constituting a separate Chargeback;

Donation a Transaction constituting a gift to a Charity User without commercial consideration;

Fine any fine, penalty, uplifted fee, or assessment imposed by a Scheme Owner, an Acquirer, a regulator, or Adyen in connection with the User’s Transactions or conduct;

Insolvency Event in respect of a party: it is unable to pay its debts as they fall due or is deemed unable to do so under Applicable Law; it enters into administration, liquidation, receivership, or any analogous procedure in any jurisdiction (other than a solvent reorganisation); it proposes or enters into any composition or arrangement with its creditors generally; or any event occurs in any jurisdiction having an equivalent effect;

Issuer the financial institution or other entity that issued the payment method used by a Shopper to effect a Transaction;

User Content data, information, and materials uploaded to or transmitted through the Platform System by or on behalf of the User, including Transaction data originated by the User and content on the User’s pages hosted on the Platform System;

Payment Device a point-of-sale payment terminal or other acceptance device provided by Adyen to the User via Platform, whether stand-alone or integrated with the Platform System;

Payment Services (a) the processing and acquiring by Adyen of Card Not Present Transactions submitted via the Platform System; and (b) where enabled by Platform, the processing and acquiring of Point of Sale Transactions by means of Payment Devices, in each case made available to the User through the Platform System;

PCI Standards the standards published by the PCI Security Standards Council from time to time, including the Payment Card Industry Data Security Standard (PCI DSS) and the PIN Transaction Security requirements (PCI PTS);

Point of Sale Transaction a Transaction submitted for processing by means of a Payment Device (also referred to as a “POS Transaction”);

Platform Fees the fees payable by the User to Platform pursuant to Clause 6 and Schedule 2, comprising any subscription fees for the Platform System and the fees in respect of the User’s use of the Payment Services;

Prohibited List Adyen’s Prohibited and Restricted Products and Services List, as published at https://www.adyen.com/en_GB/legal/list-restricted-prohibited and amended from time to time;

Recoverable Amounts the Platform Fees and all other amounts payable by the User under these Terms, including Chargebacks, Refunds, Fines, any charges of Adyen, an Acquirer, or a Scheme Owner passed through to Platform in respect of the User, any negative balance on the User’s account, and any other sums properly owed by the User to Platform;

Refund a full or partial reversal of a Transaction initiated by or on behalf of the User, whereby the relevant funds are reimbursed to the Shopper;

Scheme Owner a card scheme or other payment method provider (including Visa and Mastercard), and “Scheme Rules” means the rules, bylaws, and operating regulations of a Scheme Owner as amended from time to time;

Shopper a customer, client, or donor of the User who makes payment to the User through the Payment Services;

Transaction a payment, Refund, Chargeback, or other payment activity of the User processed through the Payment Services;

User Funds funds held on the User’s virtual account within the Adyen system pending payout to the User.

1.2 In these Terms:

(a) capitalised terms used but not defined have, in respect of the regulated payment services, the meanings given in the AfP Terms;

(b) references to a Clause or Schedule are to a clause of, or schedule to, these Terms;

(d) “including” and similar expressions are illustrative and do not limit the sense of the words preceding them;

(e) references to any statute or statutory provision are to it as amended, extended, or re-enacted from time to time and include all subordinate legislation made under it, and references to any Scheme Rule are to it as amended or replaced from time to time (“Applicable Law” being construed accordingly);

(f) a reference to “writing” or “written” includes email and notices given via the Platform System;

(g) a “Charity User” is a User that is a registered charity or tax-exempt organisation;

(h) words in the singular include the plural and vice versa;

(i) any obligation on a party not to do something includes an obligation not to allow that thing to be done; and

(j) the Schedules form part of these Terms and have effect as if set out in full in the body of these Terms, and any reference to these Terms includes the Schedules.

2. THE PLATFORM SYSTEM; ROLE OF THE PARTIES

2.1 Platform shall provide and maintain the Platform System and the integration through which Transactions are submitted, shall manage the commercial and account relationship with the User, shall provide first- and second-line support in respect of the Payment Services (escalating to Adyen where third-line support is required), and shall perform risk monitoring of the User’s Transaction activity.

2.2 Platform acts as Adyen’s platform and payment facilitator in respect of the User’s use of the Payment Services and, in that capacity, manages the commercial, account, onboarding, support, and risk-management relationship with the User. The regulated payment services, including acquiring, settlement, and the holding of User Funds, are provided by Adyen pursuant to the AfP Terms and not by Platform.

2.3 The parties acknowledge and agree that Platform is not a bank, licensed payment institution, electronic money institution, acquirer, payment processor, or financial adviser; that Platform does not receive, hold, control, or transmit Shopper funds and at no time exercises custody over Transaction proceeds; and that all regulated payment services including acquiring, settlement, the holding of User Funds, and payout are provided exclusively by Adyen pursuant to the AfP Terms.

2.4 The User acknowledges that:

(a) the Payment Services are provided to the User by Adyen pursuant to the User’s direct agreement with Adyen constituted by the AfP Terms;

(b) decisions in respect of verification outcomes, settlement holds, reserves, and mandated offboarding rest with Adyen and are outside Platform’s control; and

(c) Adyen shall not invoice the User in respect of the Payment Services, all fees payable by the User being the Platform Fees payable pursuant to Clause 6.

2.5 In respect of Charity Users, Platform provides technology and payment integration only. Platform does not solicit donations on behalf of any User, the availability of the Payment Services shall not of itself constitute a solicitation, and nothing in these Terms shall be construed as Platform acting in any capacity requiring registration or licensure as a professional fundraiser, commercial fundraiser, or fundraising counsel in any jurisdiction.

2.6 Subject to the User’s compliance with these Terms and payment of the Platform Fees, Platform grants the User a non-exclusive, non-transferable licence, without the right to grant sub-licences, for the duration of these Terms, to access and use the Platform System for the User’s internal business or charitable purposes.

2.7 The User shall not:

(a) copy, modify, reverse engineer, decompile, or create derivative works of the Platform System;

(b) access the Platform System in order to build a competing product or service;

(d) use the Platform System to store or transmit unlawful material or malicious code, or in a manner that interferes with its operation or other users.

2.8 The User is responsible for maintaining the confidentiality and security of its account credentials, for all activity conducted through its account, and for ensuring that only its authorised personnel access the Platform System. The User shall notify Platform immediately of any unauthorised use of its account.

2.9 Platform shall use reasonable endeavours to make the Platform System available to the User, save for planned maintenance (of which Platform shall give reasonable advance notice where practicable) and emergency maintenance, and shall provide support in respect of the Platform System and the Payment Services in accordance with Clause 2.1.

2.10 Platform and its licensors own all intellectual property rights in and to the Platform System, and, save for the licence in Clause 2.6, no rights in the Platform System, any Payment Device software, or any intellectual property of Platform or Adyen are granted to the User. As between the parties, the User owns the User Content, and grants Platform a non-exclusive, royalty-free licence to host, process, and use the User Content for the purposes of providing the Platform System and the Payment Services, complying with Applicable Law and the Scheme Rules, and performing its obligations under these Terms.

2.11 Platform may generate and use data derived from the use of the Platform System and the Payment Services, including on an aggregated or anonymised basis for analytics, benchmarking, fraud prevention, and the improvement of Platform’s products and services, provided that such data does not identify the User or any Shopper. If the User provides suggestions or feedback regarding the Platform System, Platform may use them without restriction or obligation.

3. ONBOARDING, VERIFICATION, AND ADYEN APPROVAL

3.1 Platform shall make the Payment Services available only to Users established in such countries as Platform makes the Payment Services available from time to time, being those supported by Adyen and the relevant Scheme Owners, and only in respect of the payment methods, currencies, and countries so supported for the User’s region. As at the Effective Date, the Payment Services are available to Users established in the United Kingdom, the United States, the European Union, Australia, and New Zealand. Any change to the countries in which the Payment Services are available shall be made in accordance with Clause 12.

3.2 It is a condition precedent to the provision of the Payment Services that the User accepts the AfP Terms, thereby contracting directly with Adyen, and provides its bank account details for payout.

3.3 The User acknowledges that its participation in the Payment Services is subject to Adyen’s discretionary approval in accordance with Adyen’s acceptance policies, Applicable Law, and the Scheme Rules; that Adyen may decline or offboard the User notwithstanding any provision of these Terms; and that Adyen may contact the User directly where additional KYC information is required.

3.4 The User shall provide promptly, accurately, and completely all information and documentation required for the Application and any verification, including in respect of its legal entity, directors or trustees, beneficial owners, bank account, and business activities and, in the case of a Charity User, its charitable registration with the applicable regulator. The User shall provide all KYC information requested by Adyen and Platform within thirty (30) days of the request, failing which the User acknowledges that its account may be rendered inactive, Transactions may be declined, and no payout shall be made until all required information has been provided and verified.

3.5 The User shall notify Platform in writing without delay of any change to its verified information, including any change of legal name, ownership or control, directors or trustees, bank account, website, or the nature of its products, services, or charitable activities, and shall cooperate with any re-verification required by Adyen or Platform.

4. AUTHORISATION AND MANDATE

4.1 The User hereby appoints Platform as its authorised representative towards Adyen in connection with the User’s use of the Payment Services and authorises Platform to:

(a) access and use the User’s data processed on the Adyen system;

(b) establish and manage the User’s settings and configurations on the Adyen system, including fraud-control settings and the User’s merchant category code designation;

(d) communicate with Adyen on the User’s behalf in connection with the Payment Services; and

(e) receive from Adyen information concerning the User’s Transactions, verification status, and account.

4.2 The User hereby irrevocably authorises and instructs Adyen (and irrevocably instructs Platform to so instruct Adyen) to withhold from the User Funds, prior to payout, the Platform Fees and any other amounts payable by the User under these Terms.

4.3 Platform shall exercise the mandate conferred by Clause 4.1 in accordance with these Terms and any specific instructions agreed in writing with the User, and shall exercise reasonable skill and care in doing so.

5. PERMITTED USE; USER UNDERTAKINGS

5.1 The User shall use the Payment Services only in respect of the products, services, or donation purposes described in its Application and approved during verification, and only under the merchant category code designated for it. The User shall not submit Transactions in respect of any materially different activity without Platform’s prior written approval, which may be conditional upon re-verification.

5.2 The User shall not use the Payment Services in connection with any product, service, or activity that is unlawful in any relevant jurisdiction or that appears on the Prohibited List. Products or services in the restricted section of the Prohibited List may be offered only pursuant to an express written waiver obtained via Platform, which may be revoked at any time and which shall not constitute an opinion as to the legality of the relevant products or services. Platform shall notify the User of any change to the Prohibited List that Platform reasonably considers material to the User; where such a change affects a significant portion of the User’s products or services, the User may terminate pursuant to Clause 11.2.

5.3 The User shall not:

(a) submit Transactions on behalf of any third party, or resell or otherwise make the Payment Services available to any third party;

(b) act as a payment facilitator, marketplace, or other third-party agent model prohibited under the Scheme Rules;

(d) accept payment for products or services to be delivered, in whole or in part, more than twelve (12) months after the Transaction date, save with Platform’s express written approval.

5.4 The User shall publish and maintain terms of sale (or donation terms), a privacy notice, and a refund and cancellation policy, in each case clearly presented to Shoppers, accurately identifying the User as the party with whom the Shopper contracts, and describing delivery, refunds, and dispute handling. The User shall at all times comply with Applicable Law, the Scheme Rules applicable to the payment methods it uses, and the AfP Terms.

5.5 The User shall not use the name, logo, or trademarks of Adyen, and shall describe the Payment Services and Adyen’s role only using descriptions approved or provided by Adyen (via Platform) from time to time. The User shall not represent that it has any direct relationship with Adyen other than as contemplated by the AfP Terms, and shall not contact Adyen directly for support or Transaction queries save as directed by Platform or Adyen.

5.6 The User warrants and undertakes, on the Effective Date and on a continuing basis, that:

(a) it has full power and authority to enter into and perform these Terms;

(b) neither the User nor any of its directors, officers, or beneficial owners is the subject of any sanctions or is listed on any sanctions list maintained by the United Nations, the United Kingdom, the European Union, the United States (including OFAC), or any other authority applicable to the User, and the User shall notify Platform immediately if this ceases to be the case; and

(c) it shall not use the Payment Services in any manner that would cause Platform or Adyen to breach any Applicable Law, the Scheme Rules, or the AfP Terms.

6. FEES; DEDUCTION; SET-OFF

6.1 The User shall pay to Platform the Platform Fees specific to the User as set out in the pricing proposal, order form, registration flow, or other pricing record presented to and accepted by the User during onboarding (the “Pricing Record”). The Pricing Record is incorporated into and forms part of Schedule 2. Any pricing published on Platform’s website or otherwise made generally available is indicative only and shall not apply to the User unless expressly incorporated into the Pricing Record. Platform may collect the Platform Fees by instructing Adyen to withhold them from the User Funds pursuant to Clause 4.2 and/or by invoice, payable within fourteen (14) days of the invoice date.

6.2 The User shall pay, in addition to the Platform Fees and at cost, all Fines attributable to the User’s Transactions or conduct and all charges imposed by a Scheme Owner or Adyen and passed through to Platform in respect of the User, which amounts may vary without notice to the extent varied by the relevant third party.

6.3 Platform may set off and recover any of the Recoverable Amounts owed by the User under these Terms against any amount payable or attributable to the User, including by instruction to Adyen in respect of the User Funds, and may recover any shortfall by invoice or, where authorised, by direct debit. The User shall discharge any negative balance on its account immediately on demand.

6.4 The Platform Fees are exclusive of applicable taxes. The User shall be solely responsible for all taxes arising on its Transactions and income, and Platform shall not withhold any amount on account of tax.

6.5 If any sum payable by invoice or on demand under these Terms is not paid by its due date then, without prejudice to Platform’s other rights and remedies:

(a) interest shall accrue on the overdue sum on a daily basis at an annual rate of 4% above the Bank of England base rate from time to time, from the due date until payment in full, whether before or after judgment; and

(b) where the overdue sum remains unpaid ten (10) Business Days after written notice, Platform may suspend the Payment Services and/or the User’s access to the Platform System pursuant to Clause 11.1(d) until payment in full.

7. SETTLEMENT AND PAYOUT

7.1 Payout of available User Funds to the User’s verified bank account shall be effected by Adyen pursuant to the AfP Terms, on the payout schedule or triggers set by Platform pursuant to Clause 4.1(c) and net of amounts withheld pursuant to Clauses 4.2 and 6. Platform gives no warranty as to settlement timing and shall have no liability for any hold, reserve, deposit, or delay imposed by Adyen or a Scheme Owner.

7.2 The User acknowledges that settlement of any Transaction or batch may be delayed or withheld:

(a) pending investigation of suspected fraud, unlawful activity, or breach of these Terms, the AfP Terms, or the Scheme Rules;

(b) at the direction of Adyen, a Scheme Owner, or a regulator; or

(c) as required by AML or sanctions law. The User shall provide such supporting documentation (including proof of delivery, invoices, and identity documents) as Platform or Adyen may request, within the period stated in the request.

7.3 Where reasonably necessary to manage the credit risk borne by Platform in respect of the User including by reason of elevated Chargeback, fraud, or Refund levels, extended delivery horizons, or a material adverse change in the User’s business or financial position, Platform may, on written notice stating its reasons and in a manner proportionate to the assessed exposure:

(a) adjust the User’s payout schedule or delay payout triggers;

(b) require the User to maintain a minimum balance of User Funds; and/or

7.4 Where a payout fails or is returned because the User’s bank details cannot be verified or the User is unresponsive, the relevant funds shall remain in the relevant Adyen balance account, subject to the AfP Terms and Applicable Law. Platform shall use reasonable endeavours to contact the User and may, where appropriate, arrange for Adyen to make a further payout following correction or verification of the User’s bank details. Any further payout shall be a deliberate action and Platform gives no warranty as to its timing or success.

7.5 The User acknowledges that Platform does not at any time receive, hold, or control User Funds, which are held by Adyen pursuant to the AfP Terms. Accordingly, the User’s rights in respect of User Funds, whether settled or unsettled, are against Adyen and are governed by the AfP Terms and Applicable Law, including in the event of Platform’s insolvency.

7.6 Where a payout is declined by Adyen, or is rejected or returned by the receiving bank, the relevant funds remain in, or are credited back to, the User’s balance held by Adyen. Platform does not automatically resubmit a declined or returned payout. Once the underlying cause has been resolved, a new payout may be initiated in the ordinary course. Platform shall have no liability for any delay arising from a declined or returned payout or from the time taken to resolve its cause.

8. CHARGEBACKS, REFUNDS, AND FINES

8.1 The User shall be liable for all Chargebacks, Refunds, and related fees and Fines arising from its Transactions, howsoever arising. A non-refundable administration fee shall be payable in respect of each Chargeback at the rate set out in Schedule 2.

8.2 The User authorises Platform to instruct Adyen to fund Chargebacks, Refunds, and Fines attributable to the User from the User Funds in the first instance. To the extent the User Funds are insufficient, the resulting negative balance shall constitute a debt due from the User to Platform, payable immediately on demand and recoverable pursuant to Clause 6.3.

8.3 Where a currency conversion applied to a Transaction and to a subsequent Chargeback or Refund of that Transaction gives rise to a difference between the amount originally settled and the amount repayable (including conversion differences and associated costs), such difference shall be payable by the User.

8.4 The User shall process Refunds only through the Payment Services. Refunds shall be executed only to the extent they can be funded from the User Funds or are funded by the User in advance, and neither Platform nor Adyen shall fund any Refund from its own resources.

8.5 Platform may configure fraud-screening rules and thresholds on the User’s behalf pursuant to Clause 4.1(b). Where the User’s Chargeback or fraud levels exceed thresholds set by a Scheme Owner, Adyen, or Platform, the User shall comply with any remediation plan reasonably required by Platform, and Platform may apply the measures set out in Clause 7.3 or suspend or terminate pursuant to Clause 11. The User acknowledges that Scheme Owners may impose substantial Fines for violations of the Scheme Rules: including use of a payment method for unapproved or unlawful products, excessive Chargebacks or authorisation retries, merchant location violations, and security failures, and that such Fines shall be payable by the User pursuant to Clause 6.2.

9. PAYMENT DEVICES

9.1 Where enabled by Platform and available in the User’s region, the User may order Payment Devices via Platform for the acceptance of Point of Sale Transactions, whether integrated with the Platform System or stand-alone. Device pricing, delivery, replacement services, and end-of-life terms shall be as set out in Schedule 2 and in the Payment Device Terms forming part of the AfP Terms.

9.2 The User shall:

(a) use Payment Devices only in accordance with the instructions provided;

(b) not tamper with, modify, or permit unauthorised access to any Payment Device;

(d) cease use of any Payment Device notified as end-of-life or as no longer compliant with the applicable PCI Standards; and

(e) on termination, return or securely decommission Payment Devices as instructed.

10. DATA, SECURITY, RECORDS, AND COOPERATION

10.1 Each party shall comply with Applicable Law relating to data protection. The User is controller for its Shopper relationships and shall provide Shoppers with all notices required by Applicable Law, including in respect of data shared with Platform and Adyen. Platform acts as an independent controller for merchant account administration, onboarding, compliance, fraud prevention, support and Platform’s own legal obligations, as described in the Platform privacy notice at https://www.ummah.com/legal/privacy-policy. To the extent Platform processes Shopper personal data solely on the User’s documented instructions to provide the Platform System, Platform acts as processor and the parties shall be bound by Platform’s merchant data processing addendum made available during onboarding. Adyen may act as an independent controller for acquiring, KYC, fraud prevention and legal compliance and, where applicable, as processor, in each case under the AfP Terms, the Adyen privacy statement and applicable Adyen data processing terms.

10.2 Where the User provides Platform or Adyen with personal data relating to any of its directors, officers, trustees, partners, or beneficial owners (including for identity verification, know-your-business, or anti-money-laundering purposes), the User shall, before providing that personal data:

(a) give each such individual a privacy notice explaining that their personal data will be processed by Platform and Adyen for those purposes, by reference to Platform’s privacy notice and Adyen’s privacy policy; and

(b) ensure that it has a lawful basis to provide that personal data to Platform and Adyen.

The User shall indemnify Platform against any claim by such an individual arising from the User’s failure to comply with this Clause 10.2.

10.3 The User shall maintain the security of its systems and of any Shopper payment data within its control, shall comply with PCI Standards to the extent applicable to its integration, and shall complete the applicable self-assessment questionnaire (or other attestation of compliance) applicable to its integration type under the PCI Standards at onboarding and upon any periodic revalidation required by Platform or Adyen.

10.4 The User shall notify Platform without undue delay, and in any event within forty-eight (48) hours, of any suspected or actual compromise of payment data or of its Platform System credentials. Platform may notify Adyen immediately of any suspected fraud or unlawful or suspicious activity concerning the User. Platform (and, as applicable, Adyen) may also report such activity to an Acquirer, a Scheme Owner, a regulator, or a law-enforcement authority in any relevant jurisdiction. Platform shall have no liability to the User for making any such report, and shall not be obliged to notify the User of it where prohibited by Applicable Law.

10.5 The User shall maintain accurate records of its Transactions, deliveries, and Shopper communications for a period of not less than seven (7) years or such longer period as Applicable Law requires, and shall, so far as reasonably possible and lawful, cooperate with any audit, information request, or investigation by Platform, Adyen, an Acquirer, a Scheme Owner, or a regulatory authority (including in relation to Chargebacks and suspected fraud) and with the remediation of any violation identified.

10.6 Each party shall keep confidential all non-public business, technical, and financial information disclosed to it by the other party in connection with these Terms, shall use such information only for the purposes of these Terms, and shall not disclose it except to its personnel and professional advisers on a need-to-know basis, to Adyen, an Acquirer, a Scheme Owner, or a regulator as contemplated by these Terms, or as required by Applicable Law. This Clause 10.6 does not apply to information that is or becomes public other than through breach, was lawfully known before disclosure, or is independently developed. Each party acknowledges that damages may not be an adequate remedy for breach of this Clause 10.6 or of Clause 2.7, and that the other party may seek injunctive or other equitable relief in respect of any such breach or threatened breach.

11. SUSPENSION AND TERMINATION

11.1 Platform may suspend the Payment Services and/or the User’s access to the Platform System, in whole or in part and with immediate effect, where:

(a) required or requested by Adyen, an Acquirer, a Scheme Owner, a regulator, or Applicable Law;

(b) Platform reasonably suspects fraud, unlawful activity, or breach of Clause 5;

(d) undisputed amounts owed by the User are overdue.

Platform shall lift any suspension promptly upon resolution of the relevant ground, where permitted.

11.2 Either party may terminate these Terms on not less than thirty (30) days’ written notice. The User may additionally terminate on written notice, with effect prior to the relevant change applying to it, where a change made pursuant to Clause 5.2 or Clause 12 materially and adversely affects a significant portion of its business. Platform may terminate with immediate effect where a ground under Clause 11.1 is incapable of remedy or remains unremedied fourteen (14) days after written notice requiring remedy, or where the User suffers an Insolvency Event or ceases, or threatens to cease, to carry on all or substantially the whole of its business.

11.3 These Terms shall terminate automatically upon termination of the User’s agreement with Adyen constituted by the AfP Terms. The User acknowledges that Adyen may terminate the AfP Terms in accordance with their provisions, and that Platform is obliged to give effect to any instruction of Adyen to terminate or offboard the User within the timeline specified by Adyen, notwithstanding any notice period in these Terms. Where Platform terminates these Terms by reason of fraud, unlawful or suspicious activity, or material non-compliance with Applicable Law or the Scheme Rules, Platform shall report the termination and its reasons to Adyen.

11.4 Upon termination:

(a) the User shall immediately cease submitting Transactions and cease using Payment Devices;

(b) accrued Platform Fees shall remain payable, and the User’s liability in respect of Chargebacks, Refunds, and Fines shall survive in respect of all Transactions processed prior to termination;

(c) final payout of User Funds, and any retention against contingent liabilities, shall be effected by Adyen pursuant to the AfP Terms;

(d) recurring payment schedules established by Shoppers are held through Adyen tokens. Any migration or transfer of a recurring arrangement to another provider following termination requires Adyen’s involvement and is subject to the AfP Terms and the technical capabilities and requirements applicable at the time. The User shall be responsible for notifying affected Shoppers and, where necessary, re-establishing such schedules with any successor provider;

(e) termination shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any antecedent breach; and

(f) Clauses 6, 8, 10.5, 10.6, 11.4, 13, and 14, and the surviving provisions of Schedule 1, shall survive termination.

12. VARIATION

12.1 Platform may vary these Terms and Schedule 2 on not less than thirty (30) days’ written notice, save that variations required by Adyen, a Scheme Owner, or Applicable Law may take effect on shorter notice or immediately. Where a variation materially and adversely affects the User, the User may terminate pursuant to Clause 11.2 with effect prior to the variation applying to it. The User’s continued use of the Payment Services after the effective date of a variation shall constitute acceptance of it. Save as provided in this Clause 12, no variation of these Terms shall be effective unless it is in writing and agreed by both parties (or their authorised representatives).

13. WARRANTIES; LIABILITY; INDEMNITY

13.1 Platform’s obligations and liability under these Terms extend only to the Platform System and Platform’s own obligations. Platform shall have no liability for the acts, omissions, service levels, settlement performance, or decisions of Adyen, any Acquirer, any Scheme Owner, or any bank, including verification outcomes, reserves, holds, withdrawal of any payment method, or mandated terminations.

13.2 Neither party shall be liable for any indirect or consequential loss, loss of profit, loss of business, loss of goodwill, wasted expenditure, or loss or corruption of data. Nothing in this Clause 13.2 excludes or limits the User’s obligation to pay the Platform Fees or any Chargeback, Refund, Fine, negative balance, or other amount payable as a debt under these Terms, or the User’s liability under Clause 13.4.

13.3 Platform’s aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in any period of twelve (12) months shall not exceed the Platform Fees paid by the User in that period. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited by Applicable Law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

13.4 The User shall indemnify Platform, and hold Platform harmless in respect of all amounts Platform is required to pay or bear towards Adyen, an Acquirer, or a Scheme Owner, against all losses, Fines, assessments, negative balances, and third-party claims (including reasonable legal fees) arising out of or in connection with the User’s Transactions, the User Content, the User’s products, services, or fundraising activities, or the User’s breach of these Terms, Applicable Law, the Scheme Rules, or the AfP Terms.

13.5 Except as expressly provided in these Terms:

(a) all warranties, representations, conditions, and other terms of any kind implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from these Terms;

(b) the User assumes sole responsibility for the conduct of its business through the Payment Services and for results obtained from their use; and

(c) Platform does not warrant that the Payment Services will be uninterrupted or error-free, the User acknowledging that their availability depends on Adyen, the Scheme Owners, and telecommunications and banking infrastructure outside Platform’s control.

14. GENERAL

14.1 Governing law and Jurisdiction. In respect of UK Users, these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Where the User is established in, or receives the Services in, a jurisdiction whose law confers mandatory rights or protections on the User that cannot be excluded or varied by contract, those mandatory rights and protections apply in addition to these Terms and, to the extent of any conflict, prevail over these Terms in respect of that User. Nothing in these Terms is intended to displace mandatory local law applicable to the User.

14.2 Entire agreement. These Terms (including the Schedules) and, as between the User and Adyen, the AfP Terms constitute the entire agreement between the parties in respect of their subject matter and supersede and extinguish all previous agreements, promises, assurances, and understandings between them, whether written or oral, relating to their subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms, and agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms. Nothing in this Clause 14.2 limits or excludes any liability for fraud.

14.3 Conflict. If there is an inconsistency between the main body of these Terms and a Schedule, the Schedule shall prevail in respect of its subject matter. In the event of conflict between these Terms and the AfP Terms in respect of the regulated services provided by Adyen, the AfP Terms shall prevail.

14.4 Assignment. The User shall not assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights and obligations under these Terms without Platform’s prior written consent. Platform may at any time assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under these Terms to an affiliate or to a successor in business, provided that it gives written notice to the User.

14.5 Waiver; rights and remedies. A waiver of any right or remedy under these Terms is effective only if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor prevent or restrict its further exercise. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

14.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remainder of these Terms. If any provision is deemed deleted under this Clause 14.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.7 No partnership or agency. Save for the mandate expressly conferred by Clause 4, nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

14.8 Force majeure. Neither party shall be in breach of these Terms or otherwise liable for any delay or failure in the performance of its obligations (other than an obligation to pay money) to the extent that such delay or failure results from events, circumstances, or causes beyond its reasonable control. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate these Terms on fourteen (14) days’ written notice to the affected party.

14.9 Third party rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation in any other jurisdiction) to enforce any term of these Terms, and the rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.

14.10 Notices. Any notice given under or in connection with these Terms shall be in writing and shall be given:

(a) by Platform, via the Platform System or by email to the address on the User’s account; and

(b) by the User, by email to support@ummah.com or by pre-paid post to Platform’s registered office.

A notice shall be deemed received: if given via the Platform System or by email, at the time of transmission or, if transmitted outside business hours in the place of receipt, when business hours resume; and if sent by pre-paid post, at 9.00 am on the second Business Day after posting. This Clause 14.10 does not apply to the service of proceedings or other documents in any legal action.

14.11 Complaints. If the User is dissatisfied with the Platform System or with Platform’s performance under these Terms, it may submit a complaint by email to support@ummah.com. Platform shall acknowledge the complaint within five (5) Business Days and shall provide a substantive response within eight (8) weeks. Complaints concerning the regulated Payment Services (including acquiring, settlement, and the holding of User Funds) are handled by Adyen under the AfP Terms. Nothing in this Clause 14.11 limits any mandatory statutory right the User may have to refer a complaint to a competent regulator, ombudsman, or supervisory authority in its jurisdiction.

SCHEDULE 1 — CHARITY AND DONATIONS SCHEDULE

This Schedule applies to Charity Users and to Donations, in addition to and forming part of the Terms.

Part A — All Charity Users

A.1 The Charity User warrants that it holds, and undertakes to maintain, valid charitable registration or tax-exempt status in its jurisdiction, shall provide evidence of such status on request, and shall notify Platform immediately if such status is suspended, revoked, or under investigation. The Charity User shall maintain all registrations, licences, and standing required by Applicable Law for its solicitation of donations in any jurisdiction in which it solicits.

A.2 The Charity User shall apply Donations consistently with its charitable purposes and with any restricted purpose stated to the donor, and shall ensure that donation pages and receipts accurately identify the charity, its registration number, the purpose of the Donation, and any deductions.

A.3 Single Donations meeting or exceeding such threshold as Platform sets from time to time may be subject to enhanced review, additional donor or source-of-funds checks, or delayed release, where required by AML obligations or pursuant to Clause 7.3 of the Terms.

A.4 The Charity User shall maintain and publish a donor refund policy accepting refund requests made within thirty (30) days of the Donation, shall process refunds only through the Payment Services, and acknowledges that refunded Donations shall be recovered pursuant to Clause 8 of the Terms.

A.5 Recurring Donation schedules are held within the Payment Services through Adyen tokens. Any migration or transfer of a recurring arrangement to another provider following termination requires Adyen’s involvement and is subject to the AfP Terms and the technical capabilities and requirements applicable at the time. The Charity User shall be responsible for notifying recurring donors and, where necessary, re-establishing schedules with any successor provider.

A.6 Gift Aid and any equivalent tax-relief claim shall be solely the Charity User’s responsibility, including determining eligibility, obtaining and retaining valid declarations, maintaining records, submitting claims, dealing with HMRC or any equivalent authority, and repaying any amount refused or recovered. Platform does not provide tax advice and will not prepare or submit claims. Platform shall make available through the Platform System the Transaction data it ordinarily holds and that is reasonably required to assist the Charity User to prepare its own claims, but does not warrant that such data is sufficient for the Charity User’s legal or tax obligations.

SCHEDULE 2 — PRICING

Part A — Standard UK Domestic Pricing.

The following standard pricing applies to a User established in the United Kingdom accepting UK domestic card Transactions, unless a different Pricing Record is agreed with that User under Part B below:

(a) Card acquiring (UK domestic): 1.15% of Transaction value, inclusive of interchange and scheme fees;

(b) Processing fee: 15p per Transaction;

(d) Reversed Chargeback: 13p;

(e) Refund: 15p processing fee per Refund;

(f) Onboarding: free.

Country-specific rates are available for Users accepting non-UK or cross-border Transactions, based on card origin, payment mix, and applicable interchange and scheme fees, as set out in the applicable Pricing Record.

All Platform Fees are exclusive of VAT and any other applicable taxes. VAT will be added and charged where applicable under the relevant legislation.

Part B — Pricing Record and Bespoke Pricing.

1. The Platform Fees applicable to a User shall be those set out in the pricing record presented to and accepted by that User during onboarding (the “Pricing Record”). The Pricing Record is incorporated into and forms part of these Terms.

2. The Pricing Record may include, without limitation: per-Transaction rates and fee structures; subscription fees for the Platform System; Chargeback administration fees (non-refundable); foreign-card or currency-conversion surcharges; Payment Device purchase, rental, replacement and delivery fees; payout schedule options and any accelerated-payout fees; and any deposit or minimum-balance parameters applicable under Clause 7.3 of the Terms.

3. Any pricing published on Platform’s website or other public materials is indicative only and does not form part of these Terms or override an accepted Pricing Record.

4. In the event of any conflict between the Pricing Record and the main body of these Terms, the Pricing Record shall prevail in respect of the amount and structure of Platform Fees, and these Terms shall prevail on all other matters.

5. Platform may vary the Platform Fees in accordance with Clause 12.1 of the Terms. Changes to third-party pass-through costs payable under Clause 6.2 of the Terms may take effect when imposed by the relevant third party, without the notice period otherwise applicable under Clause 12.1.

6. The User’s current Pricing Record shall be available to the User through the Platform System or shall be supplied by Platform on written request.

7. Bespoke commercial arrangements may be offered to larger Users, Users with significant payment volumes, or Users with particular business models or requirements, and may include interchange-plus-plus (IC++) pricing, volume discounts, multi-product discounts, and other custom terms. All pricing, standard or bespoke, is subject to approval and may vary depending on the User’s profile, payment methods, geography, and risk requirements.