Terms And Conditions

AYDAPAY Customer Account Agreement

Version 3.0 · Approved by the Management Board on 1 August 2026 · Published 25 September 2026 · Applies to new customers from the date of acceptance and to existing customers from 25 November 2026

This Agreement is a framework contract for payment services. It sets out the terms on which AYDAPAY, together with its regulated partners, makes available a payment account, account details, international money transfers, currency exchange and related services to business and individual customers through the AYDAPAY App. Please read it carefully, download a copy from the App and keep it for future reference. If anything is unclear, contact us at help@aydapay.com before you accept.

Important. AYDAPAY is not a bank. Your money is not a bank deposit and is not covered by the UK Financial Services Compensation Scheme (FSCS) or any EU deposit guarantee scheme. Your money is protected instead by safeguarding (clause 5).

Key terms at a glance

Contents

1. Parties, regulatory status and scope
2. Definitions and interpretation
3. Your Account and Account Details
4. Payments
5. Where your money is held (safeguarding)
6. International money transfers
7. Currency exchange
8. Onboarding, eligibility and ongoing checks
9. Prohibited use and sanctions
10. Fee Schedule
11. Security of your Account
12. Unauthorised, incorrect and fraudulent payments
13. Our liability and your liability
14. Suspension, restrictions and holds
15. Term, termination and closure
16. Complaints and dispute resolution
17. Personal data and confidentiality
18. Communication, language and notices
19. Changes to this Agreement
20. General terms
21. Governing law and jurisdiction
22. Acceptance and conclusion of the Agreement

1. Parties, regulatory status and scope

1.1 The parties. This Agreement is between AYDAPAY SP. Z O.O. and you, the customer. It replaces all previous AYDAPAY Terms of Service and Customer Account Agreements (including version 2.0) for every customer who accepts it or to whom it applies under clause 19.

1.2 Who we are. AYDAPAY SP. Z O.O. (spółka z ograniczoną odpowiedzialnością) is a company registered in the Register of Entrepreneurs of the National Court Register (KRS) under number 0001036277, NIP 5214021930, REGON 525460979, share capital PLN 230,000 fully paid, with its registered office at Aleja Armii Ludowej 6/164, 00-571 Warsaw, Poland ("AYDAPAY", "we", "us", "our"). Contact: help@aydapay.com, +48 737 660 344, www.aydapay.com.

1.3 Our regulatory status. AYDAPAY is entered in the register of payment services providers kept by the Komisja Nadzoru Finansowego (KNF, Polish Financial Supervision Authority, ul. Piękna 20, 00-549 Warsaw, www.knf.gov.pl) as a small payment institution (mała instytucja płatnicza) under the Polish Act of 19 August 2011 on Payment Services. You can check our status in the public register at www.knf.gov.pl. Our authorisation allows us to provide payment services in the Republic of Poland only; it does not allow us to provide payment services in other countries or to provide cross-border payment services.

1.4 How our services are provided. The services available through the App are provided as follows:

• AYDAPAY Services – AYDAPAY provides the App and related technology, customer onboarding and verification, customer support and complaints handling to all customers, and provides domestic payment services within Poland to customers resident in Poland under its own authorisation (clause 1.3).
• Partner Services – Account Details, the holding and safeguarding of customer funds, payments to and from accounts outside Poland, international money transfers and currency conversion linked to them, and all payment services for customers resident outside Poland, are provided by our Regulated Partners under their own authorisations. For Partner Services, AYDAPAY acts as the Regulated Partner's technology and distribution partner under a white-label arrangement; AYDAPAY does not itself provide those payment services.

Our Regulated Partners are: (a) our Banking Partner, an electronic money institution authorised and supervised by the UK Financial Conduct Authority, which provides Account Details, safeguarding, European payments and currency conversion; (b) our Money Transfer Partner, a money transfer institution authorised in the United Kingdom and the European Union, which provides international money transfers; and (c) licensed payout partners in the destination country, which deliver international money transfers to recipients. Card and Open Banking funding is processed by authorised card acquirers and payment initiation service providers. Before you use a Partner Service, and at any time on request, we give you the name, registered address, regulator and authorisation number of the Regulated Partner that provides it.

1.4A Partner terms. Where a Regulated Partner requires its own terms or disclosures to apply to a Partner Service, we make them available to you in the App before you use that service, and they form part of this Agreement. If they conflict with this Agreement on a regulated matter (such as safeguarding, execution of payments or refunds), the Regulated Partner's terms prevail for that service.

1.4B Our responsibility. AYDAPAY is responsible to you for the AYDAPAY Services and for the proper operation of the App, onboarding, customer support and complaints handling for all services. Each Regulated Partner is responsible for the regulated Partner Services it provides. We handle all communication with you about Partner Services, and you should always contact AYDAPAY first (clause 20.13).

1.5 Who can be a customer.

• Business Customer – a company, partnership, sole trader or other legal entity registered in the European Union, the European Economic Area or the United Kingdom that uses the Account for its trade, business or profession, acting through an Authorised Representative.
• Individual Customer – a natural person aged 18 or over, with full legal capacity, resident in an Eligible Country, who uses the Account for personal purposes and not for a trade, business or profession. An Individual Customer is a consumer (konsument) within the meaning of article 22¹ of the Polish Civil Code.

1.6 Services available. Subject to approval and to availability in your country, the following services are available through the App, provided by AYDAPAY or by a Regulated Partner as described in clause 1.4: (a) a payment account in one or more currencies; (b) Account Details in your name; (c) incoming and outgoing payments by the routes in clause 4.11; (d) international money transfers to recipients outside Europe (clause 6); (e) currency exchange linked to payments (clause 7); and (f) funding of your Account or a transfer by bank transfer, Open Banking or card where offered in the App (clause 4.3).

1.7 Services we do not provide. We do not provide bank deposits, credit, overdrafts, payment cards issued to you, cheques, cash deposits or withdrawals, direct debits, investment services, speculative foreign exchange, forwards or options, or financial, legal or tax advice. We do not pay interest on balances.

1.8 Documents forming the Agreement. The Agreement consists of: (a) these terms; (b) the Fee Schedule (clause 10); (c) the Customer Contract signed or accepted by you, including its schedules and your declarations; (d) the pre-contractual information given to you; (e) any Regulated Partner terms made available under clause 1.4A; and (f) the AYDAPAY Privacy Policy (for information). If they conflict, the order of priority is: the Fee Schedule on fees, then the Customer Contract on the details specific to you, then these terms on everything else.

2. Definitions and interpretation

2.1 Definitions.

2.2 Interpretation. Headings are for convenience only. "Including" means "including without limitation". A reference to a law includes that law as amended or replaced. References to "in writing" include email and messages in the App. The summaries at the start of this Agreement and each clause are for guidance; the numbered clauses prevail. For Partner Services, references in this Agreement to "we" or "us" issuing Account Details, holding or safeguarding funds, executing, refusing or refunding payments or converting currency mean the Regulated Partner that provides the service, acting through the App operated by AYDAPAY.

3. Your Account and Account Details

3.1 Opening. Your Account is opened only after (a) you accept this Agreement, (b) we complete the checks in clause 8 and approve your application, and (c) where required, our Banking Partner approves the issue of Account Details. We tell you in the App and by email when your Account is active.

3.2 Account Details in your name. Your Account Details are issued through our Banking Partner and identify your Account. They are for your own use only. You must not allow another person to receive money through your Account, use it to collect or hold money for others, or act as an agent, intermediary or payment service provider for third parties, unless you hold the required licence and we have agreed to it in writing.

3.3 Currencies. Accounts can hold EUR, GBP, USD and PLN where available. Business Customers in the United Kingdom are opened in GBP and those in the EU/EEA in EUR by default. Other currencies are added on request, subject to approval.

3.4 Only your money. Only you have rights to the funds in your Account. You may not charge, assign, pledge or create any security interest over your Account or its balance.

3.5 No interest, no credit, no negative balance. We do not pay interest and we do not lend. Your balance must never go below zero. If it does, for example because of a Fee, a returned payment, a card chargeback or a reversal, you must repay the shortfall immediately; we may take it from any later incoming payment and from any other balance you hold with us (clause 13.9).

3.6 Statements. Your transaction history and monthly statements, showing every Payment, Fee and exchange rate, are available free of charge in the App while your Account is open. On request, we provide information on individual Payments at least once a month free of charge. You should check your statements regularly and tell us at once about anything you do not recognise.

3.6A Balance limit for AYDAPAY Services. As required by the Polish Act on Payment Services for small payment institutions, the total funds that a customer may hold on all payment accounts maintained by AYDAPAY under its own authorisation may not exceed the equivalent of EUR 2,000. If a payment would take you over this limit, we may refuse it, or ask you to transfer the excess to an account in your own name. Balances held through Partner Services are subject to the limits shown in the App.

3.7 Business Customers – Authorised Users. A Business Customer may appoint Authorised Users and set their permissions in the App. The Business Customer is responsible for every instruction given by an Authorised User, for keeping the list up to date and for removing access immediately when a person leaves or is no longer authorised. We may rely on instructions given with valid Security Credentials without further verification.

4. Payments

4.1 Incoming payments. Your Account can receive:

• First-Party Payments – from other accounts held in your own name at any bank or payment institution; and
• Third-Party Payments – from customers, clients, employers, family members or any other person or company, where the payment matches the purpose and expected activity you declared at onboarding.

We credit incoming funds to your Account as soon as we receive them from our Banking Partner and have completed our checks. We and our Payment Partners screen every incoming payment and may hold it, ask you for supporting documents (such as an invoice, contract or proof of relationship), or reject it and return it to the sender. The standard payment fee applies to a return.

4.2 Outgoing payments. You can send payments to your own accounts and to third parties. For each payment you must provide the recipient's full name, their bank or payment institution, the currency, the recipient's country, the account number (IBAN, or account number and sort code, or other identifier required for the Payment Route) and, if we ask, the purpose of the payment and supporting documents. The account identifier you give is the unique identifier for the payment: we execute the payment using that identifier and are not responsible if it is wrong (clause 12.5).

4.3 Funding methods. Where offered in the App, you may fund your Account or a transfer by: (a) bank transfer to your Account Details; (b) Open Banking, where a regulated payment initiation service provider initiates a payment from your own bank account at your request; or (c) debit or credit card, processed by our card acquirer. Card and Open Banking funding must come from a card or account in your own name. Additional card-network or issuer charges may apply and will be shown in the App. If a card payment is later disputed, reversed or charged back, you must repay the amount and any related costs (clause 13.8).

4.4 Name checks. Before sending a EUR payment within the EU/EEA or a GBP payment within the UK, we check the recipient's name against the account where the scheme allows (Verification of Payee under Regulation (EU) 2024/886, or Confirmation of Payee in the UK) and show you the result. If there is a mismatch or no match, we warn you. If you decide to go ahead, you do so at your own risk and we are not liable for the payment reaching the wrong person.

4.5 Fees and rates shown before you pay. Before you confirm any payment or conversion, the App shows the amount, the Payment Route, every Fee, any exchange rate, the amount the recipient will receive and the maximum execution time. You pay only what is shown at confirmation.

4.6 Consent and authorisation. A payment is authorised when you (or an Authorised User) confirm it in the App using your Security Credentials, including strong customer authentication where required. You may also give consent through a regulated payment initiation service provider. We treat every instruction given with your Security Credentials as authorised by you.

4.7 Time of receipt. We receive your payment order when you confirm it. An order received after the Cut-off Time or on a day that is not a Business Day is treated as received on the next Business Day, except for instant Payment Routes that operate 24/7. A future-dated order is received on the date you chose.

4.8 Cancellation. An immediate payment cannot be cancelled once confirmed. A future-dated payment can be cancelled in the App until the end of the Business Day before it is due. After that, we may try to recall the payment at your request, but we cannot guarantee success and the recall fee applies.

4.9 Execution times. For payments in EUR within the EEA, or in GBP within the UK, we ensure the amount is credited to the recipient's provider by the end of the next Business Day after receipt (one Business Day longer for paper-initiated orders), or within seconds for instant payments. For other payments, the expected time is shown in the App and depends on the Payment Route, the destination country and the recipient's provider.

4.10 Refusing a payment. We may refuse or delay a payment instruction if it is incomplete or unclear, exceeds your balance or limits, breaches this Agreement, Sanctions or the law, appears unusual or high-risk, or is refused by a Payment Partner. Unless the law prevents us, we tell you in the App as soon as possible (and no later than the time the payment should have been executed), with the reason and how to correct it. A refused payment is treated as not received.

4.11 Payment Routes. You can send and receive payments through the routes below, except to or from Restricted Jurisdictions or persons subject to Sanctions.

A single SEPA Instant payment may be limited by the scheme or by our Banking Partner; the applicable limit is shown in the App.

4.12 SEPA countries. SEPA covers the EU member states, Iceland, Liechtenstein, Norway, Switzerland, the United Kingdom, Monaco, San Marino, Andorra, Vatican City and any other country the European Payments Council admits to the scheme.

4.13 SWIFT and intermediary charges. SWIFT payments may pass through intermediary or correspondent banks that deduct their own charges. These are outside our control. We tell you before you confirm whether such charges may apply.

4.14 Limits. We may set limits on the amount and number of payments per transaction, day and month, based on your risk profile, your declared expected activity, the requirements of our Payment Partners and the law. Your current limits are shown in the App. You may ask us to review them; we may ask for evidence of source of funds before increasing them.

4.15 Changes to routes. We may add routes, currencies, countries or Supported Destinations at any time. We give you 2 months' notice before permanently removing a route you use, unless a Payment Partner, Sanctions or the law require sooner.

4.16 Holding period for card and Open Banking funding. To protect you and us against fraud and chargebacks, we may hold funds received by card or through Open Banking, or an international transfer funded by them, for up to 10 Business Days, or longer where a Payment Partner requires it or we are investigating the payment. The App shows you when a hold applies.

5. Where your money is held (safeguarding)

5.1 Our Banking Partner. Funds received for you through your Account Details are held in designated client funds accounts that AYDAPAY maintains with our Banking Partner, an electronic money institution authorised and supervised by the UK Financial Conduct Authority. Our Banking Partner safeguards those funds under its regulatory obligations. Its name and authorisation number are available in the App and on request (clause 1.4).

5.2 Safeguarding. Funds received for you are safeguarded from receipt until they are paid out on your instruction. They are kept separate from the own funds of AYDAPAY and of our Banking Partner and are held in segregated safeguarding accounts with credit institutions or protected in another way permitted by the law that applies to the institution holding them. Funds received by AYDAPAY for AYDAPAY Services are, no later than the end of the Business Day after receipt, deposited in a separate account with a bank or protected in another way required by the Polish Act on Payment Services.

5.3 Insolvency protection. Because your funds are segregated, they are not available to the general creditors of AYDAPAY or of our Banking Partner. If either became insolvent, safeguarded funds would be returned to customers in priority to other creditors, less the costs of the insolvency practitioner in distributing them, as allowed by law. Distribution may take time.

5.4 Funds in transit to payout partners. When you send an international money transfer, the amount is transferred from safeguarded funds to the Money Transfer Partner or payout partner that will deliver it. From that moment the funds are protected under the safeguarding or client money rules that apply to that payout partner in its own jurisdiction, which may give less protection than EU or UK rules.

5.5 Not a bank deposit. AYDAPAY and our Banking Partner are not banks. Your balance is not a deposit and is not covered by the FSCS, the Polish Bank Guarantee Fund (BFG) or any other deposit guarantee scheme.

5.6 Regulated Partners' rules. You must also comply with the eligibility criteria and payment rules of our Regulated Partners, which apply to you through this Agreement. If a Regulated Partner declines or stops servicing your Account, we tell you as soon as we can and help you move your balance to another account in your name, or we transfer your Account to a replacement regulated provider under clause 20.4.

6. International money transfers

6.1 The service. You can send money from your Account, or by direct funding under clause 4.3, to a recipient in a Supported Destination. The recipient may receive the money into a bank account, mobile wallet or other payout method shown in the App.

6.2 Quote. Before you confirm, the App shows the amount you send, our Fee, the exchange rate (and its margin over the mid-market rate), any charge by the payout partner, the amount the recipient will receive and the estimated delivery time. The quote is valid for the time shown. If you do not confirm in time, a new quote applies.

6.3 Recipient details. You must give the recipient's full name as shown on their account or identity document, the payout details, the recipient's relationship to you and the purpose of the transfer. You are responsible for their accuracy. We may ask for more information and documents, and may contact the recipient through our payout partner to verify the payment.

6.4 Delivery. The transfer is complete when the amount is credited to the recipient's account or wallet, or made available to the recipient through the chosen payout method. Delivery times are estimates and may be delayed by checks, local holidays, the recipient's provider or events beyond our control.

6.5 Failed or returned transfers. If a transfer cannot be delivered, we return the amount to your Account (or original funding source) once we receive it back. Where currency was converted, the returned amount is converted back at the rate on the date of return, and any exchange loss and third-party charges are borne by you unless the failure was our fault. Our Fee is refunded where the failure was our fault.

6.6 Remittance declarations. By sending a transfer you confirm that you are the owner of the funds, that the funds come from a lawful source, that you are not sending on behalf of someone else, and that the transfer is not for a prohibited purpose (clause 9).

6.7 Laws of the destination country. You are responsible for making sure that the transfer, and its receipt by the recipient, comply with the laws of the destination country, including exchange control and tax rules. We apply the exchange rate shown in the App and do not guarantee the rate or value of any currency in the destination country or on any local or parallel market.

6.8 Uncollected payouts. If a payout that the recipient must collect or accept is not collected within 30 days (or any shorter period set by the payout partner and shown in the App), we may cancel it and return the amount to you under clause 6.5.

7. Currency exchange

7.1 Execution only. Currency exchange is provided only as part of, or in connection with, a Payment. It is execution-only: we do not give advice on whether or when to exchange, and you must not use the service for speculation or investment.

7.2 Rate. We apply the Mid-market rate at the time of execution plus the margin shown in the Fee Schedule. The rate you accept at confirmation is the rate applied. Rates change constantly, and a quote not confirmed within its validity time lapses.

7.3 Reference rate. Where a conversion is needed for a Fee or a return, we use the European Central Bank reference rate of that day, or our rate as shown in the App.

8. Onboarding, eligibility and ongoing checks

8.1 Why we check. We must verify who you are and understand how you will use the Account under the Polish Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing, the EU anti-money laundering rules and the rules of our Payment Partners. We open an Account only after these checks.

8.2 Verification.

• Individual Customers verify their identity with a valid passport, national ID card or residence permit and a live selfie (liveness check) through our identity verification provider. We may ask for proof of address dated within the last 3 months, source of funds and source of wealth.
• Business Customers provide: a registry extract or certificate of incorporation; articles of association and shareholder register; director register or power of attorney; proof of registered and trading address; a description of the business, website and expected activity; and the AYDAPAY business questionnaire. Every director, Authorised Representative, Authorised User and beneficial owner holding 25% or more (or any lower threshold we set) completes identity verification and proof of address.

8.3 Eligible Countries and Restricted Jurisdictions. Business Customers must be incorporated in the EU, the EEA or the United Kingdom. Individual Customers must be resident in an Eligible Country listed in the App. We do not open Accounts for customers incorporated or resident in, or whose directors, Authorised Users or beneficial owners are resident in, a Restricted Jurisdiction. Restricted Jurisdictions include countries subject to comprehensive Sanctions, countries on the FATF "call for action" list and the EU list of high-risk third countries, and the other countries on our or our Banking Partner's list, which we may update at any time.

8.4 Keeping information up to date. You must tell us within 14 days of any change to your name, address, contact details, nationality, residence, tax residence, directors, ownership, Authorised Users or business activity, and of any change that makes a declaration you gave untrue.

8.5 Ongoing checks. We monitor your Account and Payments on an ongoing basis. We may ask at any time for further information or documents, including the source of funds, source of wealth or purpose of a Payment, and may suspend your Account or a Payment until you provide it. If you do not provide it within the time we reasonably set (normally 72 hours for a payment enquiry), we may return the funds to the sender or close your Account.

8.6 Politically exposed persons. You must tell us if you, or (for a Business Customer) any director or beneficial owner, is or becomes a politically exposed person, a family member or a close associate of one. Enhanced checks then apply.

8.7 Tax reporting. You must give us the tax residence self-certification we request under the Common Reporting Standard (CRS) and FATCA. We may report information to the Polish tax authorities where the law requires.

8.8 Our decision. We decide in our discretion whether to open an Account or offer a service. We may refuse an application without giving reasons where the law or our Payment Partners do not allow us to explain. The business registration fee is charged only when an Account is approved.

8.9 Information sharing with Regulated Partners. You authorise us to share the information and documents you provide, and information about your Account and Payments, with our Regulated Partners, and with other Payment Partners where needed for a Payment, so that they can meet their own legal obligations and, where the law allows, rely on the customer due diligence we carry out. This authorisation is part of the Agreement and does not depend on any marketing or other optional consent.

9. Prohibited use and sanctions

9.1 Prohibited activities. You must not use the Account for, or be engaged in:

• cryptocurrency or virtual asset exchange, trading, mining or custody;
• gambling, betting or lotteries not licensed in the EU or UK;
• weapons, ammunition, military or dual-use goods;
• precious metals, precious stones, jewellery or high-value luxury goods trading;
• adult entertainment or adult services;
• charities, NGOs, religious or political organisations, embassies or consulates (unless approved individually);
• unlicensed financial services, including forex or CFD trading, binary options, investment schemes, pyramid or Ponzi schemes, hawala and other informal value transfer systems;
• crowdfunding, crowdlending or lead-generation platforms;
• drugs, unregulated pharmaceuticals, alcohol, tobacco, vaping or CBD products;
• counterfeit goods, goods infringing intellectual property, wildlife or protected cultural items;
• oil and gas, nuclear energy or shipping;
• cash-intensive businesses;
• shell companies, bearer-share companies, and corporate service providers offering nominee or offshore structures;
• any payment linked to a person, company, vessel or country subject to Sanctions, or any unlawful purpose, including fraud, money laundering, terrorist financing, tax evasion, bribery or corruption.

9.2 Money remittance and payment businesses. Businesses that provide money remittance, payment, e-money or currency exchange services are reviewed individually. They must hold a valid licence from their national regulator and provide it with their application. They may not use the Account to hold or move funds of their own customers unless we have agreed to it in writing.

9.3 Sanctions. We do not make or receive Payments involving any person, entity, vessel, country or territory subject to Sanctions. We may block, reject, freeze or report any such Payment as the law requires, and we are not liable for any loss this causes.

9.4 Supported Destinations with higher risk. Some Supported Destinations may be countries with a higher risk of money laundering or subject to targeted Sanctions. Transfers to those countries are available only for personal remittances and other purposes shown in the App, are subject to enhanced checks and lower limits, and are executed only where lawful under Sanctions and only through licensed payout partners. We may stop offering any Supported Destination at any time without notice where required by Sanctions, the law or a Payment Partner.

9.5 Your warranties. Each time you use the service, you confirm that: the information you gave us is true and complete; you act on your own behalf (or, for a Business Customer, on behalf of the business named in the Account); the funds belong to you and come from a lawful source; and your use of the service complies with the law and this Agreement.

9.6 Consequences. If we reasonably suspect a breach of this clause 9, we may refuse or reverse Payments, freeze funds, close your Account and report the matter to the General Inspector of Financial Information (GIIF) or other competent authorities. The law may prevent us from telling you that we have done so.

9.7 Money mules and misuse of your Account. Allowing another person to use your Account, or receiving money for someone else and passing it on, may be a criminal offence. If anyone asks you to do this, including through a job offer or online contact, you must refuse and tell us. We will close the Account and report the matter where the law requires.

10. Fee Schedule

Every incoming payment and every transfer within Europe costs a fixed EUR 1 plus 0.15% of the amount – the same for individuals and businesses. Registration is free for individuals and EUR 20 or GBP 20 for businesses. Currency conversion costs 0.5% over the mid-market rate. There is no monthly fee.

10.1 Registration fee (one-off).

The registration fee is charged once, when your Account is approved, and is deducted from your first incoming payment. It is not refundable after approval, except where you withdraw under clause 15.2.

10.2 Account fees.

10.3 Payment fee (incoming payments and transfers within Europe). The same fee applies to Individual and Business Customers on every incoming payment and on every outgoing transfer within Europe, whether by SEPA, SEPA Instant, Faster Payments, CHAPS, BACS or internal transfer.

Examples: receiving EUR 1,000 costs EUR 2.50 (EUR 1 + EUR 1.50). Sending GBP 10,000 costs GBP 16 (GBP 1 + GBP 15). A payment returned to its sender is charged as an outgoing payment.

10.4 International money transfers and SWIFT. For transfers outside Europe and SWIFT payments, the fee depends on the destination, currency, amount and payout method. It is shown in the App, together with the exchange rate and the amount the recipient receives, before you confirm.

10.5 Currency conversion. When you convert money, or send or receive a payment in a currency different from your balance, we apply the Mid-market rate plus 0.5%. This applies to all currency pairs.

10.6 Card funding. Where you fund by card, any surcharge is shown in the App before you confirm. We do not surcharge where the law prohibits it.

10.7 Third-party charges. Intermediary, correspondent or recipient banks may deduct their own charges from SWIFT payments. These are not AYDAPAY Fees and are outside our control.

10.8 Exceptional fees. These apply only when the event happens.

A high-risk payment is one involving a politically exposed person, a party with adverse media, an unusual pattern for your declared activity, or one that triggers an enquiry from a Payment Partner or correspondent bank. We tell you before charging the enhanced review fee, where the law allows. We do not charge Individual Customers for compliance reviews, or any fee for fulfilling our own legal obligations where the law forbids it.

10.9 How fees are collected. Fees are deducted from your Account balance when the Payment is processed. Fees for incoming payments are deducted from the amount received. If your balance is in a different currency from the Fee, we convert it at the rate in clause 7.3.

10.10 VAT. Payment services are exempt from VAT under article 43(1)(40) of the Polish VAT Act. Where a Fee is subject to VAT, VAT will be added and shown.

10.11 Changes to fees. We give you at least 2 months' notice before any fee increase, under clause 19. Changes to exchange rates based on the Mid-market rate apply immediately and without notice. Fee reductions may apply immediately.

11. Security of your Account

11.1 Your obligations. You must: use the App only in line with this Agreement; keep your Security Credentials secret and your device protected (by passcode or biometrics and up-to-date software); not share them with anyone, including family members or staff of AYDAPAY; not write them down in a way others could recognise; and log out of the web portal after use.

11.2 Reporting. If your device is lost or stolen, or you suspect that someone knows your Security Credentials or has used your Account, tell us immediately through the App or at help@aydapay.com. We will block access to protect you. We provide a way to notify us at any time, free of charge.

11.3 We will never ask. AYDAPAY will never ask you for your password or a one-time code, ask you to move money to a "safe account", or ask you to install remote-access software.

11.4 Our right to block. We may block your Security Credentials or access to the App for objectively justified reasons relating to security, suspected unauthorised or fraudulent use, or a significantly increased risk. We will tell you, before or immediately after, unless the law or security prevents it, and unblock when the reason no longer exists.

11.5 Third-party providers. You may use regulated account information or payment initiation service providers that are authorised to access your Account online. We may deny access to such a provider for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent access, and will inform you and the competent authority as required.

12. Unauthorised, incorrect and fraudulent payments

12.1 Tell us promptly. You must tell us without undue delay after you become aware of an unauthorised or incorrectly executed payment, and in any event no later than 13 months after the debit date (2 months for Business Customers, see clause 12.8). If you do not, you lose your right to a correction or refund.

12.2 Refund of unauthorised payments. If a payment you did not authorise leaves your Account, we will refund it immediately, and in any event no later than the end of the next Business Day after we become aware of it, and restore your Account to the position it would have been in, unless we have reasonable grounds to suspect fraud and report them to the competent authorities in writing.

12.3 Your liability for unauthorised payments. An Individual Customer is liable up to the equivalent of EUR 50 (in PLN, at the NBP average rate on the day of the payment) for losses from a lost, stolen or misappropriated payment instrument, unless the loss could not have been detected by you before the payment. You are liable for all losses if you acted fraudulently or failed, intentionally or with gross negligence, to comply with clause 11. You are not liable for losses after you notify us under clause 11.2, or where we did not require strong customer authentication, unless you acted fraudulently.

12.4 Incorrect, late or failed payments. If we execute your payment incorrectly or late, we will correct it without undue delay, refund any Fees charged for it and restore your Account to the position it would have been in, unless we can prove that the recipient's provider received the correct amount on time.

12.5 Wrong details you provided. If you give an incorrect unique identifier (IBAN or account number) or ignore a name-check warning (clause 4.4), we are not liable for the payment going to the wrong account. We will make reasonable efforts to recover the funds, and if recovery fails we will, on written request, give you the information we have that is relevant for you to claim the funds. A recovery fee applies (clause 10.8).

12.6 Scams and authorised push payment fraud. Be careful if you are pressured to pay quickly, asked to move money to a "safe account", or told payment details have changed. If you think you have been tricked into sending a payment, contact us immediately. We will try to recover the funds and handle any reimbursement claim under the rules that apply to the payment. Where UK Faster Payments or CHAPS rules on reimbursement of authorised push payment fraud apply to a payment, they are applied by the payment service provider bound by them; we will help you make that claim. Reimbursement is not available where you acted fraudulently or with gross negligence.

12.7 Refunds of payments initiated by the recipient. Because we do not provide direct debits or card-based payments from your Account, refunds for payments initiated by or through a recipient do not apply.

12.8 Business Customers. As permitted by article 61(1) and 38(1) of PSD2 and the corresponding provisions of the Polish Act on Payment Services, for Business Customers: (a) Title III of PSD2 (information requirements) and articles 62(1), 64(3), 72, 74, 76, 77, 80 and 89 of PSD2, and the corresponding Polish provisions, do not apply; (b) the notification period in clause 12.1 is 2 months; (c) the burden of proving that a payment was authorised and correctly executed does not rest solely on us; and (d) the EUR 50 limit in clause 12.3 does not apply, so the Business Customer bears all losses from unauthorised payments made with its Security Credentials until it notifies us.

13. Our liability and your liability

13.1 Our responsibility. We are responsible for providing the services with reasonable skill and care and for executing your authorised Payments correctly, in line with this Agreement and the law.

13.2 What we are not liable for. We are not liable for:

• losses caused by incorrect or incomplete information or instructions you provided;
• delays, charges or failures caused by recipient, intermediary, correspondent or payout banks outside our control;
• abnormal and unforeseeable circumstances beyond our control whose consequences could not have been avoided despite all efforts to the contrary (force majeure), including natural disasters, war, civil unrest, pandemic, strikes, failure of payment systems, telecommunications or power, cyber-attacks on third-party infrastructure and government action;
• our compliance with the law, Sanctions, a court order or a request of a competent authority, including delays caused by anti-money laundering or fraud checks;
• the goods or services you buy or sell, or any dispute with a person you pay or receive money from;
• temporary unavailability of the App for maintenance (which we try to announce in advance) or for reasons outside our control; or
• losses from exchange-rate movements between the time of a quote and a later event (such as a return).

13.3 Indirect losses. We are not liable for loss of profit, business, revenue, goodwill, data or anticipated savings, or for any indirect or consequential loss.

13.4 Business Customers – cap. Subject to clause 13.6, our total liability to a Business Customer arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the total Fees paid by the Business Customer in the 12 months before the event giving rise to the claim and (b) EUR 5,000, in addition to our obligation to refund unauthorised or incorrectly executed payments.

13.5 Individual Customers. Nothing in this Agreement limits the rights an Individual Customer has under mandatory consumer protection law.

13.6 What we do not exclude. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or wilful misconduct, for damage caused intentionally (article 473 §2 of the Polish Civil Code), or for anything else that cannot be limited or excluded by law.

13.7 Indemnity (Business Customers). A Business Customer will indemnify and hold harmless AYDAPAY, its directors, employees and Payment Partners against all losses, fines, penalties, costs (including reasonable legal costs) and claims arising from: its breach of this Agreement or the law; any instruction given with its Security Credentials; any Payment it made or received; any claim by a third party (including its own customers) relating to its Account; and any inaccurate information it provided.

13.8 Reversals and chargebacks. If an incoming payment or card funding is reversed, recalled, charged back or found to be fraudulent after we have credited it or paid it out, you must repay the amount together with any Fees, exchange loss and charges we incur. We may debit it from your Account.

13.9 Set-off. We may set off any amount you owe us under this Agreement against any balance you hold with us in any currency. For Individual Customers, we set off only amounts that are due and payable and tell you when we do so.

13.10 Recovery costs. If you owe us money and do not pay after a written demand, we may charge statutory interest for delay and, for Business Customers, the compensation for recovery costs under the Polish Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions, and may use a debt collection agency.

14. Suspension, restrictions and holds

14.1 When we may suspend. We or our Payment Partners may delay, hold or refuse a Payment, freeze funds, or suspend or restrict your Account (in whole or in part) where we reasonably suspect or need to investigate: fraud; money laundering or terrorist financing; a breach of Sanctions; unauthorised use; a breach of this Agreement; that information you gave is false or out of date; a risk to the security of the Account; or where a Payment Partner, court or authority requires it.

14.2 Telling you. Where the law allows, we tell you about a suspension and what we need to lift it. We lift it as soon as the reason no longer applies.

14.3 Freezing by law. We must freeze or block funds where the law or an authority requires, including under the Polish Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing. We may keep funds for as long as the law or authority requires, and we are not liable to pay interest or compensation for that period.

14.4 Reserve (Business Customers). Where we reasonably consider that a Business Customer presents a heightened risk of chargebacks, refunds, reversals, fines or other liabilities (for example, because of its business model, a sudden change in activity or a Payment Partner's request), we may require it to keep a reserve in its Account, or withhold part of incoming funds as a reserve, for as long as reasonably necessary and in any event no longer than 180 days after the risk ends. We tell the Business Customer the amount and the reason, unless the law prevents us.

15. Term, termination and closure

15.1 Term. This Agreement starts when it is concluded under clause 22 and continues for an indefinite period until it is terminated.

15.2 Right to withdraw (Individual Customers). You may withdraw from this Agreement within 14 days of its conclusion, without giving a reason and without penalty, under the Polish Consumer Rights Act of 30 May 2014 (for distance financial services contracts). To withdraw, send a clear statement to help@aydapay.com or through the App. You must pay only for services actually provided before withdrawal, including Fees for Payments already executed at your request. We return any balance within 30 days.

15.3 Closing by you. You may close your Account and terminate this Agreement at any time, free of charge, through the App or by writing to help@aydapay.com, with effect immediately or from a later date you choose (not later than 1 month).

15.4 Closing by us with notice. We may terminate this Agreement for any reason by giving you 2 months' notice (1 month for Business Customers).

15.5 Immediate closure by us. We may terminate this Agreement or suspend your Account with immediate effect if: you seriously or repeatedly breach this Agreement; you gave false or misleading information; we suspect fraud, money laundering, terrorist financing or a breach of Sanctions; you carry out a prohibited activity; you do not provide information we request under clause 8; you become subject to Sanctions or move to a Restricted Jurisdiction; you behave in a threatening, abusive or harassing way towards our staff; a Business Customer becomes insolvent or is struck off; the law, a court or an authority requires it; or a Payment Partner stops servicing your Account and no replacement is available. This clause is an important reason (ważny powód) for termination.

15.6 Your money after closure. On closure we pay your remaining balance to an account in your own name that you nominate, after deducting any amounts you owe and completing any required checks. We may keep funds where the law or an authority requires. Pending payments may be completed or cancelled. Fees paid in advance are refunded pro rata; the registration fee is not refunded.

15.7 Dormant Accounts. If there is no customer-initiated activity on your Account for 24 months and we cannot reach you, we may close it after 2 months' notice to your last known contact details. Your balance remains yours and will be paid to you when you contact us and pass our checks, subject to the limitation periods of Polish law.

15.8 Death, incapacity or insolvency. If an Individual Customer dies or loses legal capacity, or a Business Customer becomes insolvent, enters liquidation or restructuring, we freeze the Account and release funds only to the person legally entitled (for example, on a court decision or notarial certificate of inheritance, or to a court-appointed administrator) once we receive the required documents.

15.9 Survival. Clauses on liability, indemnity, reversals, set-off, data protection, confidentiality, record keeping and governing law survive termination.

16. Complaints and dispute resolution

16.1 How to complain. You can complain free of charge: by email to help@aydapay.com; through the App; by post to AYDAPAY SP. Z O.O., Aleja Armii Ludowej 6/164, 00-571 Warsaw, Poland; or in person or by phone at our office by appointment. Please give your name, Account, what happened and what you would like us to do.

16.2 Our response. We acknowledge your complaint within 2 Business Days and send our final response on paper or (at your request) by email or another durable medium within 15 Business Days of receipt. In particularly complex cases, where we cannot reply within 15 Business Days, we will tell you why, what we still need to establish and when you will receive our reply, which will be no later than 35 Business Days after receipt. If we do not reply in time to a complaint from an Individual Customer, the complaint is deemed resolved in the customer's favour, as provided by the Polish Act of 5 August 2015 on complaints handling by financial market entities.

16.2A Complaints about Partner Services. We handle every complaint first, including complaints about Partner Services, and involve the relevant Regulated Partner where needed. If a complaint concerns a Partner Service and you are not satisfied with the final response, you may also escalate it under the Regulated Partner's own complaints procedure, which we provide on request.

16.3 If you are not satisfied.

• An Individual Customer may apply to the Financial Ombudsman (Rzecznik Finansowy, al. Jerozolimskie 87, 02-001 Warsaw, www.rf.gov.pl) for out-of-court resolution of the dispute, and may seek help from a municipal or district consumer ombudsman (rzecznik konsumentów).
• Any customer may notify the KNF (www.knf.gov.pl) about our conduct.
• Any customer may bring proceedings before a common court (clause 21).
• For complaints about Partner Services, you may have the right to refer the complaint to the ombudsman or dispute resolution body that covers the Regulated Partner in its own country (for example, the UK Financial Ombudsman Service for a UK-authorised Regulated Partner), if you are eligible under that body's rules.

17. Personal data and confidentiality

17.1 Controller. AYDAPAY is the controller of your personal data. Our Privacy Policy, available in the App and at www.aydapay.com, explains in detail how we process it. You can contact us about data protection at help@aydapay.com.

17.2 Purposes and legal bases. We process your personal data to: conclude and perform this Agreement (article 6(1)(b) GDPR); comply with legal obligations, including anti-money laundering, Sanctions, tax, accounting and payment services law (article 6(1)(c) GDPR); and for our legitimate interests in preventing fraud, securing our services, defending legal claims and direct marketing of our own services (article 6(1)(f) GDPR). We process biometric data for identity verification with your explicit consent (article 9(2)(a) GDPR), which you may refuse, in which case we will offer an alternative verification method if available.

17.3 Recipients. We share personal data only as needed with: our Payment Partners (including payout partners in the destination country); identity verification, sanctions screening and fraud prevention providers; IT and cloud service providers; auditors and legal advisers; and public authorities (including KNF and GIIF) where required by law. For Partner Services, Regulated Partners process your personal data as independent controllers under their own privacy notices, which we make available on request. Payment data may be transferred outside the EEA to execute your Payment (article 49(1)(b) GDPR) or under adequacy decisions or standard contractual clauses.

17.4 Retention. We keep data for the duration of the Agreement and then for 5 years from the end of the business relationship or the date of an occasional transaction, as required by the Polish AML Act, or longer where required by law or to establish, exercise or defend legal claims.

17.5 Your rights. You have the right to access, rectify, erase, restrict and port your data, to object to processing based on legitimate interests or for direct marketing, to withdraw consent at any time, and to lodge a complaint with the President of the Personal Data Protection Office (PUODO, www.uodo.gov.pl) or your local supervisory authority. Some rights are limited where we must keep data by law.

17.6 Automated decisions. We use automated systems, including AI-based tools, for identity verification, fraud and transaction monitoring. Where a decision based solely on automated processing has legal or similarly significant effects on you, you may ask for human review, express your view and contest the decision.

17.7 Payment secrecy. We keep information about you and your Payments confidential and disclose it only as allowed by this Agreement and by the Polish Act on Payment Services (professional secrecy), including to authorities entitled to receive it by law.

17.8 Recording. We may record and monitor phone calls, chats and messages with you for security, quality, training and evidence purposes, in line with the law.

18. Communication, language and notices

18.1 Language. This Agreement is concluded in English, and we communicate with you in English. A Polish language version is available on request and to every Individual Customer resident in Poland; for Individual Customers resident in Poland, the Polish version prevails in case of discrepancy.

18.2 How we contact you. We communicate through the App, by email or by phone, using the contact details you gave us. Information addressed to you personally (such as notices of changes) is provided on a durable medium, for example by email with a PDF attachment or a downloadable file in the App. You must keep your contact details up to date and check your email and the App regularly.

18.3 When notices are received. A notice sent through the App or by email is treated as received on the day it is sent, if sent on a Business Day before 17:00 Warsaw time, and otherwise on the next Business Day.

18.4 Notices to us. Notices to us must be sent to help@aydapay.com or by post to our registered office.

18.5 Copy of the Agreement. You can download a copy of this Agreement and the Fee Schedule at any time from the App, and you may ask us for a copy on paper or on another durable medium free of charge at any time during the term.

19. Changes to this Agreement

19.1 Notice. We may change this Agreement, including the Fees, for any of the following valid reasons: changes in law, regulation or the requirements of regulators or courts; changes to the requirements or costs of our Payment Partners or payment schemes; changes in technology, security or our systems; the introduction of new services or the withdrawal of existing ones; changes in market conditions or our costs; or to make the Agreement clearer. We will tell you about a change on a durable medium at least 2 months before it takes effect (1 month for Business Customers).

19.2 Your right to object. If you do not object before the proposed date, you are treated as having accepted the change. If you object, you may terminate this Agreement free of charge with effect at any time before the change applies; if you object without terminating, the Agreement ends on the day before the change applies, without charge.

19.3 Immediate changes. Changes that are exclusively in your favour, changes to exchange rates based on the Mid-market rate and changes required by law with a shorter deadline may apply immediately.

20. General terms

20.1 Intellectual property. The App, software, content, the AYDAPAY name and logo belong to us or our licensors. We grant you a personal, non-exclusive, non-transferable, revocable licence to use the App only to operate your Account. You must not copy, modify, reverse engineer, resell or misuse the App or attempt to gain unauthorised access to our systems.

20.2 Availability. We aim to keep the App available at all times but do not guarantee uninterrupted or error-free service. We may carry out planned maintenance, which we try to schedule outside peak times and announce in advance.

20.3 Transfer by you. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent.

20.4 Transfer by us. We may transfer this Agreement, or our rights and obligations under it, to another authorised payment service provider, including as part of a restructuring or sale, by giving you 2 months' notice, provided your rights are not reduced. You may terminate free of charge before the transfer takes effect.

20.5 Subcontracting. We may use subcontractors and outsourcing providers to provide the services, in line with the law. We remain responsible for them as for our own acts.

20.6 Entire agreement. The documents in clause 1.8 form the entire agreement between us and replace any earlier agreement, representation or understanding about their subject matter. For Business Customers, neither party has relied on any statement not set out in the Agreement.

20.7 Severability. If any provision is found invalid or unenforceable, it is replaced by a valid provision that comes closest to its economic purpose and the rest of the Agreement remains in force.

20.8 No waiver. If we do not enforce a right immediately, or delay doing so, we may still enforce it later.

20.9 Third-party rights. Only you and AYDAPAY may enforce this Agreement, except that our Payment Partners may rely on the clauses that protect them.

20.10 Taxes. You are responsible for reporting and paying any taxes on your Payments and income. We do not give tax advice.

20.11 Evidence and records. Our electronic records of your instructions, Payments, acceptance and communications are admissible as evidence and, in the absence of manifest error, are evidence of their content. This does not affect your right to prove otherwise or our burden of proof under clause 12 for Individual Customers.

20.12 Relationship. Nothing in this Agreement creates a partnership, agency (except as expressly stated), trust or fiduciary relationship between you and us.

20.13 Single point of contact. AYDAPAY is your single point of contact for all services, including Partner Services. You agree to send all instructions, questions, requests and complaints to AYDAPAY. Unless the law or a Regulated Partner requires otherwise, our Regulated Partners will not contact you directly, and you have no separate contractual relationship with them except as stated in clause 1.4A. If a Regulated Partner needs information from you, we will request it on its behalf.

20.14 Confidentiality of partner arrangements. Our commercial arrangements with our Payment Partners are confidential. This does not limit the information about Regulated Partners that we must give you under clause 1.4 or under the law.

20.15 Business Customers – records and audit. A Business Customer must keep records of its customers, suppliers and the transactions paid through its Account (including invoices and contracts) for at least 5 years and, on request, give them to us within the time we reasonably specify, so that we and our Regulated Partners can meet our legal obligations.

20.16 Impersonation and official channels. We contact you only through the App, our website www.aydapay.com, emails from the aydapay.com domain and our official phone numbers. We are not responsible for communications from anyone impersonating AYDAPAY or our partners. Please report any suspicious contact to help@aydapay.com.

20.17 Complaints procedure first. So that issues can be resolved quickly, you agree to raise any complaint with us under clause 16 before starting court proceedings. This does not limit your right to contact the KNF, the Financial Ombudsman, a consumer ombudsman or a court at any time where the law gives you that right.

21. Governing law and jurisdiction

21.1 Governing law. This Agreement and any non-contractual obligations arising from it are governed by Polish law.

21.2 Individual Customers. The choice of Polish law does not deprive you of the protection of the mandatory provisions of the law of your country of habitual residence (article 6(2) of Regulation (EC) No 593/2008). You may bring proceedings in the courts of Poland or of your country of residence, and we may bring proceedings against you only in the courts of your country of residence.

21.3 Business Customers. The common courts having jurisdiction over our registered office in Warsaw have exclusive jurisdiction over any dispute with a Business Customer, without prejudice to our right to bring proceedings in the courts of the Business Customer's seat.

22. Acceptance and conclusion of the Agreement

22.1 How the Agreement is concluded. The Agreement is concluded at a distance, in electronic form, when you accept it in the App (or sign the Customer Contract) and we confirm the opening of your Account. Your acceptance, recorded with your verified identity, constitutes a declaration of will in documentary form (article 77² of the Polish Civil Code). We may also accept a qualified electronic signature.

22.2 Pre-contractual information. Before you are bound, we provide you with this Agreement, the Fee Schedule and the pre-contractual information required by the Polish Act on Payment Services and the Consumer Rights Act on a durable medium, with enough time to read them.

22.3 Individual Customers accept by ticking the box in the App:

I have read, downloaded and accept the AYDAPAY Customer Account Agreement (version 3.0), the Fee Schedule and the pre-contractual information. I confirm that I am 18 or over, that I am opening the Account for myself and for personal purposes, and that the information I have given is true. I understand that AYDAPAY is not a bank, that Account Details, international transfers and safeguarding of my funds are provided by AYDAPAY's regulated partners as described in clause 1.4, and that my funds are not covered by a deposit guarantee scheme. I accept a fee of EUR 1 plus 0.15% on every incoming payment and every transfer within Europe, the fee shown before confirmation for international transfers, 0.5% over the mid-market rate on currency conversion, and the other fees listed. I understand that all fees are shown before I confirm a payment and that I may withdraw within 14 days.

22.4 Business Customers accept through an Authorised Representative, by signing the Customer Contract or ticking the box in the business questionnaire:

I confirm that I am authorised to represent and bind the company named above. On its behalf, I accept the AYDAPAY Customer Account Agreement (version 3.0), the Customer Contract and the Fee Schedule, including the one-off registration fee of EUR 20 (EU/EEA) or GBP 20 (United Kingdom). I accept a fee of EUR 1 plus 0.15% on every incoming payment and every transfer within Europe, the fee shown before confirmation for international transfers, 0.5% over the mid-market rate on currency conversion, and the other fees listed. I confirm that the information and documents provided are true, complete and up to date, and that the company agrees to the disapplication of certain payment services rules for business customers described in clause 12.8. I understand that Account Details, international transfers and safeguarding of the company's funds are provided by AYDAPAY's regulated partners as described in clause 1.4, and that the company's funds are not covered by a deposit guarantee scheme.

22.5 Record of acceptance. We keep a record of the date, time, IP address, device, version of this Agreement and the verified identity of the person who accepted it, for the period in clause 17.4.

AYDAPAY SP. Z O.O. · Aleja Armii Ludowej 6/164, 00-571 Warsaw, Poland · KRS 0001036277 · NIP 5214021930 · REGON 525460979 · help@aydapay.com