1. Identification of the Parties

1.1 On one side, Easy Payment and Finance, E.P., S.A., with Tax Identification Number A85785905, domiciled at Calle Leganitos 47, Planta 9ª, 28013 Madrid, registered in the Business Registry of Madrid, Sheet M-488476, Volume 27111 (“Easy”). Easy is a payment institution regulated and supervised by the Bank of Spain (C/ Alcalá 48, 28014 Madrid, Spain), listed in its Special Register of Payment Institutions under number 6849. Its activity encompasses the provision of payment services.

1.2 On the other side, the natural or legal person entering into this payment services framework agreement, identified in the contractual form attached as an addendum to this framework agreement (“Client”).

2. Sole Agreement

2.1 The clauses herein and their addenda, as agreed upon by the parties from time to time, constitute a single, comprehensive contract that includes all contractual conditions governing the relationship between the parties and the provision of services contemplated herein (“Framework Agreement”). In the event of any inconsistency, the terms set forth in the addenda shall prevail over those set forth in these clauses.

2.2 The Framework Agreement can be executed electronically, at which point it shall become fully legally effective. The Client acknowledges that an electronic signature shall hold the same legal status as a handwritten signature on a physical document. As per the Client’s status or the agreement between the parties, the Client may request and receive a copy of the Framework Agreement and the brochure containing the legally required information and contractual conditions in printed form or on any other durable medium.

2.3 The Framework Agreement may be executed in either Spanish or English language, at the Client’s discretion. The provision of services and communications between the parties will be conducted in the language of the Framework Agreement, unless a different language is mutually agreed upon.

3. Object

3.1 The purpose of this Framework Agreement includes those services related to foreign currency exchange; the execution of payment transactions, including the transfer of funds, via a payment account held by the user or another payment service provider; issuance of payment instruments and acquiring of payment transactions; and money transfers (“Services”). The Services are governed by Royal Decree Act 19/2018, of 23rd November, on payment services and other urgent measures in financial matters (“Payment Services Act”), and their implementing regulations.

3.2 It is expressly agreed that the Client does not qualify as a consumer under the definition provided in the Payment Services Act (a consumer being a natural person acting for purposes outside their trade, business, or profession in payment service contracts).

3.3 Furthermore, it is expressly agreed that certain provisions of the Payment Services Act, or its implementing regulations that are optional between the parties, shall not apply when the Client is not a consumer or micro-enterprise as defined under the Payment Services Act. For the avoidance of doubt, a micro-enterprise is defined as an entity, encompassing both natural persons engaged in professional or entrepreneurial activities, and legal entities, that employ fewer than ten individuals and have an annual turnover or a total balance sheet not exceeding two million euros at the time of entering into the payment services agreement, pursuant to the criteria outlined in Articles 1 and 2, paragraphs 1 and 3, of the Annex to the Commission Recommendation of 6 May 2003, on the definition of micro, small, and medium-sized enterprises. By way of example, this exclusion specifically pertains to the entirety of Title II and Articles 35.1, 36.3, 44, 46, 48, 49, 52, 60, and 61 of the Payment Services Act.

3.4 The Client may use the Services either as payer or payee and will be designated as such in the Framework Agreement, as applicable, assuming the rights and obligations arising from the specific role it adopts in each transaction executed under this Framework Agreement.

3.5 The Client undertakes to inform Easy of any changes in its personal and/or economic situation that may affect its status as a user of the Services (consumer, non-consumer, or micro-enterprise).

3.6 Easy maintains commercial relationships with natural or legal persons (“Collaborator”) who, through digital sites accessible through the Internet or software applications or tools for mobile devices or other electronic or telematic means (“Interface”), provide the Client with access to Easy’s payment services when the services offered by a Collaborator require payment operations, without this implying, in any case, that the Collaborator provides payment services on behalf of Easy. The Client expressly and irrevocably accepts that, in such cases, Easy may require that communications, actions or operations under the Framework Agreement be carried out or channelled, in whole or in part, electronically through the corresponding Collaborator´s Interface.

3.7 In the cases indicated in clause 3.6 above, the Client accepts and acknowledges that its relationship with Easy will be governed solely and exclusively by this Framework Agreement and that Easy is completely unrelated to any contractual relations between the Client and the Collaborator.

4. Representations and Warranties by the Client

The Client hereby represents and warrants that:

a) They possess full legal capacity to contract and are acting freely and voluntarily in entering into the Services.

b) If the Client is a legal entity, it is duly organized and validly existing under applicable law, and the natural persons acting on its behalf in entering into the Services have proper authority.

c) The Services contracted will be used solely for professional, commercial, or entrepreneurial purposes, acknowledging that consumer protection laws, particularly those arising from Royal Legislative Decree 1/2007, of 16th November, approving the revised text of the General Law for the Defence of Consumers and Users, do not apply to the Services.

d) All information and documentation provided to Easy by the Client is accurate, complete, and, where appropriate, a true copy of the original.

e) Easy has made available, in a readily accessible manner, all legally required information regarding the conditions under which the Services are provided, considering the Client’s status. The Client confirms having thoroughly reviewed this information and this Framework Agreement before agreeing to contract any Service, even when said consent is given electronically by clicking on the “Accept” button.

1. Identification of the Parties

1.1 On one side, Easy Payment and Finance, E.P., S.A., with Tax Identification Number A85785905, domiciled at Calle Leganitos 47, Planta 9ª, 28013 Madrid, registered in the Business Registry of Madrid, Sheet M-488476, Volume 27111 (“Easy”). Easy is a payment institution regulated and supervised by the Bank of Spain (C/ Alcalá 48, 28014 Madrid, Spain), listed in its Special Register of Payment Institutions under number 6849. Its activity encompasses the provision of payment services.

1.2 On the other side, the natural or legal person entering into this payment services framework agreement, identified in the contractual form attached as an addendum to this framework agreement (“Client”).

2. Sole Agreement

2.1 The clauses herein and their addenda, as agreed upon by the parties from time to time, constitute a single, comprehensive contract that includes all contractual conditions governing the relationship between the parties and the provision of services contemplated herein (“Framework Agreement”). In the event of any inconsistency, the terms set forth in the addenda shall prevail over those set forth in these clauses.

2.2 The Framework Agreement can be executed electronically, at which point it shall become fully legally effective. The Client acknowledges that an electronic signature shall hold the same legal status as a handwritten signature on a physical document. As per the Client’s status or the agreement between the parties, the Client may request and receive a copy of the Framework Agreement and the brochure containing the legally required information and contractual conditions in printed form or on any other durable medium.

2.3 The Framework Agreement may be executed in either Spanish or English language, at the Client’s discretion. The provision of services and communications between the parties will be conducted in the language of the Framework Agreement, unless a different language is mutually agreed upon.

3. Object

3.1 The purpose of this Framework Agreement includes those services related to foreign currency exchange; the execution of payment transactions, including the transfer of funds, via a payment account held by the user or another payment service provider; issuance of payment instruments and acquiring of payment transactions; and money transfers (“Services”). The Services are governed by Royal Decree Act 19/2018, of 23rd November, on payment services and other urgent measures in financial matters (“Payment Services Act”), and their implementing regulations.

3.2 It is expressly agreed that the Client does not qualify as a consumer under the definition provided in the Payment Services Act (a consumer being a natural person acting for purposes outside their trade, business, or profession in payment service contracts).

3.3 Furthermore, it is expressly agreed that certain provisions of the Payment Services Act, or its implementing regulations that are optional between the parties, shall not apply when the Client is not a consumer or micro-enterprise as defined under the Payment Services Act. For the avoidance of doubt, a micro-enterprise is defined as an entity, encompassing both natural persons engaged in professional or entrepreneurial activities, and legal entities, that employ fewer than ten individuals and have an annual turnover or a total balance sheet not exceeding two million euros at the time of entering into the payment services agreement, pursuant to the criteria outlined in Articles 1 and 2, paragraphs 1 and 3, of the Annex to the Commission Recommendation of 6 May 2003, on the definition of micro, small, and medium-sized enterprises. By way of example, this exclusion specifically pertains to the entirety of Title II and Articles 35.1, 36.3, 44, 46, 48, 49, 52, 60, and 61 of the Payment Services Act.

3.4 The Client may use the Services either as payer or payee and will be designated as such in the Framework Agreement, as applicable, assuming the rights and obligations arising from the specific role it adopts in each transaction executed under this Framework Agreement.

3.5 The Client undertakes to inform Easy of any changes in its personal and/or economic situation that may affect its status as a user of the Services (consumer, non-consumer, or micro-enterprise).

3.6 Easy maintains commercial relationships with natural or legal persons (“Collaborator”) who, through digital sites accessible through the Internet or software applications or tools for mobile devices or other electronic or telematic means (“Interface”), provide the Client with access to Easy’s payment services when the services offered by a Collaborator require payment operations, without this implying, in any case, that the Collaborator provides payment services on behalf of Easy. The Client expressly and irrevocably accepts that, in such cases, Easy may require that communications, actions or operations under the Framework Agreement be carried out or channelled, in whole or in part, electronically through the corresponding Collaborator´s Interface.

3.7 In the cases indicated in clause 3.6 above, the Client accepts and acknowledges that its relationship with Easy will be governed solely and exclusively by this Framework Agreement and that Easy is completely unrelated to any contractual relations between the Client and the Collaborator.

4. Representations and Warranties by the Client

The Client hereby represents and warrants that:

a) They possess full legal capacity to contract and are acting freely and voluntarily in entering into the Services.

b) If the Client is a legal entity, it is duly organized and validly existing under applicable law, and the natural persons acting on its behalf in entering into the Services have proper authority.

c) The Services contracted will be used solely for professional, commercial, or entrepreneurial purposes, acknowledging that consumer protection laws, particularly those arising from Royal Legislative Decree 1/2007, of 16th November, approving the revised text of the General Law for the Defence of Consumers and Users, do not apply to the Services.

d) All information and documentation provided to Easy by the Client is accurate, complete, and, where appropriate, a true copy of the original.

e) Easy has made available, in a readily accessible manner, all legally required information regarding the conditions under which the Services are provided, considering the Client’s status. The Client confirms having thoroughly reviewed this information and this Framework Agreement before agreeing to contract any Service, even when said consent is given electronically by clicking on the “Accept” button.

5. Know Your Customer (KYC) and Fraud Prevention

5.1. KYC Information
The Client shall consistently provide Easy with any information or documentation requested for fulfilling Know-Your-Customer (“KYC”) obligations. This includes, but is not limited to, information pertaining to identity, capacity, legal status, beneficial ownership, financial, commercial, or professional activities, solvency, and economic standing. If the Client is a legal entity, this extends to the identity and capacity of legal representatives or directors acting on behalf of the entity. It also includes individuals acting on behalf of the Client, their ultimate beneficiaries, and all persons involved in the control chain. All information must comply with Easy’s rules and anti-money laundering and terrorist financing regulations, along with any other applicable legal requirements.

5.2. Fraud Prevention Cooperation
The Client commits to cooperating in the prevention, detection, and investigation of fraudulent or illicit activities associated with the Services. This includes implementing measures as outlined in Easy’s compliance regulations. Easy reserves the right to suspend or block the provision of Services, or to terminate the Framework Agreement, if there are any suspicions or incidents related to fraudulent or illicit activities.

5.3. Verification and Reporting
The Client expressly authorizes Easy to verify the accuracy of information or documentation obtained from the Client, confirm its revenue sources or economic activities, or request such information from public or private entities. Easy is also authorized to report incidents or information related to this clause to the relevant authorities, including the Bank of Spain, anti-money laundering bodies, State police, law enforcement, or other pertinent entities. This may also extend to sharing information with financial institutions or payment service providers involved in the transaction.

5.4. Collaborator’s Interface
If the Services are contracted through a Collaborator’s Interface, the Client accepts that Easy may require the provision of information or documentation through the Collaborator and authorizes Easy to receive this information from the Collaborator.

6. Correspondence

6.1. Communication Methods
All notifications, information transmissions, orders, instructions, or general correspondence between the parties will be conducted through the communication methods available to Easy, which may include telematic, electronic, telephone, or similar means. Easy reserves the right to use alternative methods such as printed correspondence, postal mail, or courier services for operational, technical, or legal reasons. For multiple product or service holders, a notification will be valid when transmitted to any one of them.

6.2. Contact Details
The contact details for correspondence will be as specified in the recitals and the relevant addendum of the Framework Agreement for Easy and as provided in the Client’s subscription form. Any changes to these contact details must be promptly communicated to the other party. Any changes to Easy’s registered office published in an official journal will be deemed effective as notice of such change.

6.3. Collaborator’s Interface for Communications
If the Services are contracted through a Collaborator’s Interface, the Client accepts that communications and operations related to the Framework Agreement or Services, including payment requests or modifications to the Agreement, may be made through the Collaborator’s Interface.

7. Access or Use of the Services

7.1. Access via Electronic Means
The Client shall access and use the Services through electronic, telematic, or telephone means made available by Easy, which may include digital sites, mobile device applications, or other software tools.

7.2. Authentication Methods
The Client must securely access the Services using the identity authentication or verification methods required by Easy, including, but not limited to, access codes, personal identification numbers, passwords, or official electronic identity documents. These methods are personal and non-transferable.

7.3. Enhanced Authentication
If required by European or Spanish regulations, Easy may require additional authentication actions to access the Services, including SMS verification, mobile notifications, biometric authentication, or the use of authentication apps.

7.4. Security and Notification of Issues
The Client is responsible for securely maintaining the authentication methods provided by Easy. In case of loss, theft, or unauthorized use, the Client must immediately notify Easy. Repeated incorrect use of authentication methods may result in their invalidation and an interruption or block on associated payment transactions.

7.5. Validity of Actions
Any actions conducted by the Client using Easy’s authentication methods are deemed valid, accurate, and authorized. These methods substitute the need for the Client’s physical signature and have the same legal efficacy.

7.6. Service Interruptions for Maintenance or Security
Easy reserves the right to interrupt or restrict access to the Services for maintenance or security reasons, or as required by regulatory obligations or competent authorities.

7.7. Liability for External Factors
Easy is not liable for damages or losses due to factors beyond its reasonable control, including electronic or telematic system failures, unauthorized third-party actions, or internet disconnections. Easy is also not responsible for losses resulting from unauthorized, incorrect, or fraudulent use of authentication methods.

7.8. Recording Access Logs
The Client irrevocably authorizes Easy to record computer and telematic logs related to the access or use of the Services. These logs are admissible as evidence in legal or extrajudicial proceedings.

7.9. Discrepancies in Orders
Easy may use the access logs to verify the content of the Client’s orders or instructions in case of discrepancies and may disclose these records if required by legal or judicial order. The Client may request access to or a written transcript of the relevant records.

7.10. Collaborator’s Interface for Access
When the Services are contracted through a Collaborator’s Interface, the Client accepts that access or use of the Services may be required through the Collaborator’s Interface, applying necessary security measures as described in the previous clauses.

8. Financial Conditions of the Services

8.1. The fees, charges, and exchange rates that the Client must pay for the Services are outlined in the relevant addendum to the Framework Agreement. These financial terms apply in all cases, even if not explicitly mentioned in other sections of the Framework Agreement.

8.2. The Client allows Easy to deduct any applicable fees from payments made to the Client. Easy is also authorized to withdraw any fees from the Client’s accounts, including bank or payment accounts held with third parties. The Client agrees to complete any required banking forms to enable this.

8.3. Easy is allowed to offset any debts the Client owes at any time, even after the Services have ended. Easy may use the funds in the Client’s payment account to settle any outstanding amounts.

8.4. If the Services are provided through a Collaborator’s Interface, the Client agrees to the following:

• The Collaborator may inform the Client of the economic conditions of the Services.
• The Collaborator may handle billing and payment collection for the Services.
• The Collaborator can exercise Easy’s rights outlined in this clause.

9. Payment Account and Protection of the Client’s Funds

9.1. To provide the Services, the Client may need to open one or more payment accounts. These accounts are not deposits or electronic money and can only be used to perform payment transactions related to the Framework Agreement.

9.2. Easy will inform the Client when a payment account is opened or refused and if an account is blocked or terminated.

9.3. Payment accounts are in the Client’s name and are non-transferable. Depending on the Client’s situation, there may be one account holder or multiple co-holders.

9.4. If there are multiple account holders, any of them can use the payment account or Services. All account holders share the rights and responsibilities, and notifications to one account holder will apply to all.

9.5. The Client can allow someone who isn’t a holder to access or use the account by completing a non-holder authorized persons form. The Client is responsible for any actions taken by non-holders as if they were taken by the Client themselves.

9.6. If conflicting instructions are received from co-holders or non-holder authorized persons, Easy may choose to act on one set of instructions and is not responsible for any resulting issues.

9.7. The Client can specify that certain transactions need joint authorization, requiring more than one co-holder or non-holder authorized person. Easy may restrict how these orders are transmitted.

9.8. If there are no transactions for a year, Easy may close the payment account and transfer any remaining funds to a new account specified by the Client. Transactions do not include deposits or withdrawals made by the Client.

9.9. Easy will provide the Client with information about payment transactions, keeping digital records for the legally required retention period.

9.10. The funds Easy receives for the Client will be kept separate from other clients’ funds. These funds will be held in one or more separate accounts at a bank. In case of Easy’s insolvency, the Client has the right to claim their funds from these accounts.

10. Unique Identifier of the Client

10.1. The Client must provide their unique identifier (such as an IBAN or BIC) for payment transactions. Easy may also allocate a different identifier to the Client for this purpose.

10.2. Easy is not responsible for failed or incorrect payment transactions if the unique identifier provided by the Client is wrong. However, Easy will try to recover the funds and will provide information to help the Client take legal action if necessary.

11. Receipt and Execution of Payment Orders

• 11.2: The payment order is considered received when Easy (the payment service provider) receives it. If it’s a non-working day, it’s treated as received the next working day. If it’s after business hours, the same rule applies.
• 11.3: If the payment order is agreed to be executed on a specific date (or upon availability of funds), it is considered received on that day. If that day falls on a non-working day, the next working day is used.
• 11.4: Execution of a payment order depends on the client having sufficient funds, having paid necessary fees, and providing the correct and complete details required by Easy.
• 11.5: If Easy rejects the payment order, they must inform the client and explain why it was rejected, including any corrective action the client can take.

12. Execution Term, Value Date, and Availability of Funds

• 12.1: Easy must execute payment orders (in euros, national payment transactions within the EU, or currency conversions) by the end of the next working day after receiving the order.
• 12.2: Payment transactions within the EU not covered by the previous clause must be executed within four working days.
• 12.3: Transactions not covered by the above clauses are subject to their own terms.
• 12.4: The value date for the beneficiary’s account should be no later than the working day the payment is credited to Easy’s account.
• 12.5: The debit value date for the payer’s account should not be earlier than when the payment is debited.

13. Unauthorized or Improperly Executed Payment Transactions

• 13.1: The client must notify Easy immediately about any unauthorized or improper transaction within 30 days.
• 13.2: If the transaction was unauthorized, Easy must reimburse the client by the next working day.
• 13.3: If fraud is suspected, reimbursement might be withheld, and further actions may be taken. For micro-companies, reimbursement doesn’t apply if Easy proves the transaction was authenticated and accurately recorded.

14. Liability for Execution of Payment Transactions

• 14.1: This applies only to clients with micro-company status.
• 14.2: When the Client initiates the payment:
  • Easy is responsible for executing the transaction correctly unless it can show the payment was received correctly by the beneficiary’s payment provider.
  • If Easy is liable, it must refund the client and credit the payment account.
  • The beneficiary’s provider must credit the beneficiary’s account correctly and promptly if they are at fault.
  • In the case of delayed execution, the beneficiary’s provider must ensure the value date corresponds to when the payment should have been made.
  • If a transaction isn’t executed correctly, Easy must trace and inform the client of the status.
• 14.3: When the beneficiary initiates the payment:
  • The beneficiary’s provider is responsible for correct transmission and processing of the payment order.
  • If the order is incorrectly executed, the provider must return the amount to the ordering party’s provider.
  • If the beneficiary’s provider is at fault, they must ensure the payment is credited properly and promptly.
  • If the ordering provider is liable, it must return the amount to the client.

Here’s the revised section:

14.4. Easy’s liability, as the payment service provider to the payer or payee, remains subject to any exemptions outlined in applicable laws, regulations, and the Framework Agreement. This includes, but is not limited to, situations where:
(a) The user of payment services fails to report a disputed transaction within the prescribed period;
(b) The unique identifier provided by the user of payment services is incorrect;
(c) Exceptional and unforeseeable circumstances beyond the control of the payment service provider arise, the consequences of which would have been unavoidable despite all reasonable efforts;
(d) Other legal obligations are imposed on the payment service provider.

15. Limitation of Liability

15.1. Easy shall not be liable for damages arising from exceptional, unforeseeable circumstances beyond its control, where consequences would have been unavoidable despite all reasonable efforts, or where other legal obligations are imposed on it.

15.2. Subject to the provisions of other clauses in the Framework Agreement, and except where mandatory laws provide otherwise, Easy’s maximum liability for damages arising from the Framework Agreement shall be limited to the total amount of commissions and fees actually collected from the Client during the twelve (12) months preceding the incident that caused the damage.

15.3. Easy shall not be liable for indirect damages or loss of profits, including loss of earnings, loss of customers, damage to reputation, or other equivalent losses not directly attributable to the damage caused.

15.4. If Services are contracted through a Collaborator’s Interface, the Client expressly accepts that Easy has no liability, whether contractual or non-contractual, for any damages resulting from the Client’s relationship with the Collaborator.

16. Personal Data Protection

16.1. In compliance with Regulation (EU) 2016/679 on the Protection of Personal Data (GDPR) and other applicable data protection laws, the Parties agree that personal data provided or obtained under this Framework Agreement will be included in an automated file controlled by Easy, ensuring the data is processed with adequate technical and organizational measures for protection.

16.2. The legal basis for processing personal data is the Client’s consent, as well as Easy’s legitimate interest in processing data for providing the agreed Services. Personal data processed under this Framework Agreement will be used for the following purposes:

• Managing subscriptions, operations, and transactions;
• Conducting anti-money laundering and counter-terrorist financing checks;
• Managing Customer Care Services and alerts;
• Performing risk assessments and statistical analysis.

16.3. The Client must notify Easy of any changes to their personal data as soon as they occur to maintain accuracy. Easy is not liable for consequences arising from the Client’s failure to update data.

16.4. Easy may disclose personal data to the Bank of Spain, the Ministry of Finance, the Tax Authorities, anti-money laundering auditors, and others to comply with legal obligations. It may also share data with Collaborators or other payment service providers.

16.5. Easy will retain personal data for the duration of the contractual relationship and for an additional ten (10) years after termination of the Framework Agreement, ensuring confidentiality in both processing and deletion.

16.6. The Client and its representatives may exercise their rights of access, rectification, restriction, objection, erasure, data portability, and non-automated decision-making by contacting Easy. They are also informed of the right to lodge a complaint with the Spanish Data Protection Agency.

17. Confidentiality

17.1. The Parties agree to maintain the confidentiality of all information exchanged during the preparation, negotiation, and execution of the Framework Agreement, even if not explicitly marked as confidential.

17.2. Both Parties commit to safeguarding all Confidential Information and not disclosing it to third parties without prior written consent, except to collaborators or contractors who have signed a confidentiality agreement. Disclosure is also permitted if required by law or court order.

18. Term, Termination, and Amendment of the Framework Agreement

18.1. The Framework Agreement remains effective indefinitely, with any party able to terminate it with one (1) month’s notice.

18.2. Upon termination, Easy will complete any pending payment transactions and provide the Client with the balance, minus relevant commissions and fees.

18.3. Easy may propose amendments to the agreement with at least one (1) month’s notice. The Client may accept or reject amendments prior to their effective date. Amendments that benefit the Client may be applied immediately.

18.4. If the Client is a micro-company:

• (a) It can terminate the Framework Agreement at any time with no prior notice, and Easy will process the termination within 24 hours;
• (b) It must pay termination fees if the agreement has been in effect for less than six months;
• (c) It will be deemed to have accepted amendments unless it rejects them before the effective date.

19. Applicable Law, Jurisdiction, and Claim Proceedings

19.1. The Framework Agreement is governed by Spanish common law.

19.2. The Parties submit to the exclusive jurisdiction of the Courts and Tribunals of Madrid for any disputes arising from the agreement.

19.3. Easy provides a customer care service to resolve any claims. The terms of this service are available on Easy’s website. The Client must contact this service before filing complaints with the Bank of Spain.