THUNES TERMS AND CONDITIONS

Effective from 6 July 2026

1. Introduction

Welcome to Thunes. Please read these Terms and Conditions (Terms) carefully as they form a binding legal agreement between you (you or Customer) and the Thunes entity relevant to the Services provided to you, as outlined in the Thunes Entity Table (Thunes, we, us or our). By accepting these Terms through any of the following methods:

clicking a box indicating acceptance;
executing an Order Document referencing these Terms; or
using our Services in any capacity,

you agree to be bound by them. If you accept on behalf of a company or other legal entity or person, you confirm you have the authority to bind that company/legal entity or person and its Affiliates as relevant.

If you have signed a specific agreement with Thunes relating to the provision of Services to you, that agreement takes precedence over these Terms in respect of the Services contained in that agreement.

Capitalised terms are defined here https://www.thunes.com/legal-definitions/.

2. About Thunes

Thunes provides payment services and additional ancillary and technical services that enable Customers to accept, send and/or receive payments globally, as set out in your Order Document (or if you have no Order Document, your online purchasing portal or otherwise as provided to you or agreed to by Thunes (Services)). Depending on the Services provided and your jurisdiction, different Thunes entities (as outlined in your Order Document and the Thunes Entity Table) may deliver the Services to you.

Business Use Only: Services are intended strictly for commercial purposes. The Services must not be used for individual purposes.
Network Partners: Thunes works with Network Partners to provide the Services. The payment services provided by the Network Partners are subject to the Network Rules of the relevant Network Partner and you agree to ensure that you have procured, read, understood and will comply with the Network Rules of each relevant Network Partner. We may include links to our Network Partner’s Network Rules on our Website (to the extent applicable) for convenience, but it is your responsibility to ensure that you review and comply with the most up to date Network Rules from time to time. Your acceptance and use of a Payment Method is also subject to our Network Terms which form a binding and supplementary part of you Agreement with us when you chose to accept or otherwise use a Payment Method. In the event of any inconsistency between any provision of this Agreement and the Network Terms, or Network Rules, then as relating to a Payment Method, the relevant Network Terms and/or Network Rules will prevail to the extent of the inconsistency.
Third Party Providers: Thunes may procure services from Affiliates and/or Third Party Providers to deliver the Services.
Contact Us: You can reach Thunes via your Thunes Account or otherwise as set out in the Thunes Entity Table for your relevant jurisdiction.

3. Scope of Services & Acceptable Use

Coverage: These Terms apply to your use of the Services.
Acceptance: You must comply and ensure compliance with these Terms. If you do not agree, do not use the Services. Note that any reference to you may also include a reference to your Authorised User(s) and Representatives, if the context so requires and whether or not these Terms refer directly to Authorised Users and Representatives.
Acceptable Use: Thunes provides access to the Thunes Technology which is used to access the Services. The Thunes Technology may solely be used for the purposes set out in these Terms and your use of it is subject to our Acceptable Use Policy which is incorporated into these Terms.
Region-Specific Terms: Your use of the Services may also be subject to region specific requirements with reference to the jurisdiction in which we are providing Services to you. Please refer to the Thunes Entity Table incorporated into these Terms for details and links to the Region Specific Terms. The Region Specific Terms will form part of and are intended to supplement and/or vary the Terms as between you and Thunes to the extent set out in those Region Specific Terms.
Priority of Documents: Unless expressly stated otherwise, or except as required by Applicable Law, if there is any conflict, the order of precedence is:
1. Order Document
2. Region Specific Terms
3. Network Terms and Network Rules (as relevant to a Payment Method)
4. These Terms.
All of which together make up the legal Agreement between Thunes and you and which governs the relationship between you and Thunes with respect to your use of the Services.
Access to Terms. You can access and view these Terms, as amended, at any time via our Website (here https://www.thunes.com/legal-thunes-terms/). You can request a hard copy from us by contacting us.

4. Onboarding and Compliance

Provision of Information. To enable us to comply with anti-terrorism, anti money laundering and other relevant financial services regulations and know your customer (KYC) requirements imposed by Applicable Law, you shall provide such information about you and your business, legal entity set-up, your activities, authorised signatories, Authorised Users, End Customers, Representatives, beneficial owners and any other information as reasonably requested by us (including in relation to any Transaction) on an ongoing basis (KYC Information). Such information is also required to ascertain your risk profile and, in certain circumstances, the risk profile of your End Customers. You warrant and represent that you have the relevant consent and authorisation to submit all relevant information in relation to the foregoing persons, including your authorised signatories, Authorised Users, End Customers, Representatives, beneficial owners and that all information that you provide to Thunes is true, complete and accurate, not misleading, and up to date. This means that you will need to ensure you submit updated documentation and information if any KYC Information submitted to Thunes becomes outdated or inaccurate in any way. Without limitation, you must provide Thunes with at least thirty (30) days prior written notice of any change in the KYC Information including, without limitation, on any Change of UBO, if you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event, any actual or impending change in your business line and/or Customer Products, or if any Regulatory Authority has notified you that you or your business is the subject of investigative action. Any such changes notified to Thunes may result in Thunes needing to re-approve your Thunes account and/or your use of the Services.
You may also be subject to our Network Partners’ compliance and regulatory requirements and the provision of the Services by Thunes will be subject to confirmation from any relevant Network Partner that you have fulfilled their requirements.
If Thunes is required under any Applicable Law or by a Network Partner to supply information regarding the Services provided hereunder, you shall use commercially reasonable efforts to provide Thunes with accurate and complete documentation requested to verify the business entity and activity. Such additional information may include documents allowing Thunes or its Network Partners to verify the source of funds, including but not limited to your business model and invoices for services provided for which Thunes is sending payments. You acknowledge that Thunes may request additional information to enable Thunes to comply with Applicable Law. Any information provided by you must be accurate and complete to your reasonable knowledge. Failure to provide such requested information in a timely manner may result Thunes suspending the provision of Services.
Thunes shall be entitled to determine at its sole discretion whether to approve any customer for use of the Services. Even if you have successfully set up a Thunes Account and/or signed an Order Document, until you have submitted, and Thunes is, in its sole discretion, satisfied with all applicable KYC Information, the Services may be available to you on a limited basis or not at all. Thunes will give you a reasonable amount of time to provide the KYC Information requested, but if Thunes decides at any point that you have not satisfied its KYC requirements then it may terminate the Agreement, suspend or terminate the Services in whole or in part and/or cancel your Thunes Account and access to it with immediate effect. Thunes is not required to provide you with specific detail regarding any failure by you to satisfy the KYC checks or the resulting cessation of Services.
Risk Assessment. Thunes may perform monitoring and risk assessments on you, your use of the Services and your Transactions including monitoring your presence and reputation in the press and media and across other publicly available information. You must respond promptly to any reasonable requests for information to facilitate monitoring, including providing all information reasonably requested and/or cooperating with, and following Thunes’s reasonable instructions in respect of any such investigation or assessment. Thunes may suspend Transactions or your use of the Services whilst it is waiting for you to provide any required documentation or otherwise cooperate with the monitoring and/or assessment. You acknowledge that any delay in your response may result in delays to the supply of all or any of the Services, for which Thunes will have no liability. Where Thunes reasonably determines that the findings of this monitoring, checks and/or assessments are adverse, Thunes may:
1. work with you in good faith to assess if any finding is legitimate. If an adverse finding is found to be legitimate, Thunes may require you to complete its KYC checks again (in which case, you acknowledge that Thunes may suspend the supply of any Services until successful completion of those checks). If we deem reasonably necessary to manage our risk and/or to comply with Applicable Law or any Network Rule, we may require you to facilitate the collection of relevant KYC Information from your End Customers.
2. determine that your circumstances and/or risk profile have changed such that there is a materially increased risk to Thunes in providing the Services to you. If this happens, you acknowledge and agree that Thunes may, from time to time:
  1. ask you to provide security or additional security, including (without limitation) by way of third-party guarantee or cash collateral and Thunes has the right to terminate this Agreement if you don’t provide requested security or additional security within thirty (30) days of Thunes’s request and on the terms required by Thunes;
  2. withhold or defer any Outward Payment or other settlement of funds due to you or in respect of Services provided to you in whole or in part;
  3. establish a fee (or additional fee) in respect of any Dispute or other Reversal that you will be required to pay;
  4. impose limits on your use of the Services (including, without limitation, in respect of Transaction values or volumes); and/or
  5. amend, suspend or terminate the Agreement.
Information Thunes Obtains. You authorise Thunes to obtain information about you and your business, Transactions and/or End Customers from Thunes’ service providers and other third parties, including credit reporting agencies, fraud prevention agencies, banking partners and information bureaus. You accept and understand that we may send data and information that you have provided us and/or information about you and your Transactions and/or End Customers to our Affiliates, Network Partners and other relevant third parties (including credit reporting agencies, fraud prevention agencies and banking partners). This information may include KYC Information, details in respect of your use of the Services (including, without limitation, in respect of Transaction volumes or values), sales turnover, information on Disputes or other Reversals and contract details.
Information on Customer Products. Our acceptance of you as a customer is strictly dependent on information provided by you including (without limitation) in respect of your description of the Customer Products. You must provide us (on an ongoing basis throughout the term of this Agreement) with true, accurate and up-to-date information about the Customer Products and your use of the Services in respect of them from time to time. You confirm that you have obtained all necessary approvals (including any relevant regulatory approvals) to sell the Customer Products. You must ensure that all Customer Products are, at all times, compliant with the Agreement, all Network Rules and/or Applicable Laws. You undertake not to resell or offer such Services to a third party without Thunes’ express written authorisation, which may be provided or withheld by Thunes at its sole discretion.
Notification of Changes You must notify us, in writing, and request approval to continue to use the Services at least thirty (30) days in advance if (i) there are any changes to your Customer Products (including, without limitation, where you offer new categories of items for sale or new categories of services; and/or (ii) the regulatory status of the Customer Products changes, including if they become subject, or no longer subject, to regulatory oversight.
Prohibited and Restricted Customer Products.
1. You agree not to use the Services for Customer Products where it is prohibited as detailed in the Prohibited and Restricted List which we may update from time to time at our sole discretion. It is your responsibility to check your Customer Products against the Prohibited and Restricted List regularly.
2. You agree not to use the Services for Customer Products without our specific permission where it is restricted as detailed in the Prohibited and Restricted List. Such permission will be dependent on (amongst other things) us conducting (and you satisfying, in our sole discretion) additional and/or enhanced due diligence checks on you and your business.
3. Further, you must not engage in activity that is, or that Thunes or its Network Partners may reasonably believe to be, illegal, disreputable or may damage the reputation or brand of Thunes or of any Network Partner. You are fully liable for and indemnify and hold Thunes harmless against any Fines that may be levied in respect of your or your End Customers’ illegal or brand damaging activity, including but not limited to Fines imposed on Thunes which relate to activities undertaken by you or your End Customers.
Complaints. You shall respond promptly to enquiries from End Customers and shall resolve any disputes amicably. If unresolved disputes occur with your End Customers with a frequency unacceptable to Thunes we may suspend or terminate this Agreement immediately on written notice to you. In addition to the Fees payable by you under this Agreement, Thunes reserves the right to charge you reasonable fees in the event of excessive enquiries, Disputes, Refunds or other Reversals related to your account.

5. Amendments and Modifications

Notwithstanding any other provision of the Agreement, we may amend any provision of these Terms, the Services (in whole or in part), and/or any additional or supplementary terms of the Agreement that may apply at any time on giving one month’s notice to you (or less if required by Applicable Law). Such notice may be given on the Website or any other website Thunes owns or maintains and through which Services are provided, via your Thunes Account or via email. We will post the amended Terms in the relevant section of our Website here https://www.thunes.com/legal-thunes-terms/ , with the date of the last update indicated at the top. The amended Terms are effective after one month of notification or such longer period: (i) if expressly stated by Thunes; or (ii) where Applicable Law requires a longer notice period for amendments that cannot be varied, in which case the notice period is the relevant longer period. By continuing to use Services after the effective date of any variation to this Agreement, you agree to be bound by the amended Agreement. Failure to agree an amendment that is immaterial and/or not to your detriment will not release you from your obligations under this Agreement.
We may modify the Services and/or the Thunes Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. We will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Thunes Technology that you are using. We are not obligated to provide any Updates, but if we do make an Update available, you must fully install the Update by the date or within the time period stated in Thunes’s notice; or, if there is no date or period stated in the notice, then no later than thirty (30) days after the date of the notice. We may, in our sole discretion, withdraw or decommission a product, software, feature or Service that you are using and will, where practicable, give you reasonable prior notice of this.
It is your responsibility to login to your Thunes Account regularly and review any communications and notices addressed for you.

6. Thunes’ Services

Thunes will support the Payment Methods and currencies specified on your Order Document from time to time subject to Section 6c.
Thunes agrees to provide the Services in a professional manner, using due skill and care. You will be solely responsible for establishing that the Services are fit for your purposes and comply with your legal and contractual obligations.
Thunes may decide, in its reasonable discretion, to stop supporting a Payment Method or currency, or to condition the continued provision of such Payment Method or currency on your acceptance of additional conditions or fees, if any of the following occur: (i) materially different terms are imposed by the relevant Network Partner; (ii) material malperformance by the relevant Network Partner, or reasonable grounds for Thunes to expect such malperformance; (iii) reasonable grounds to doubt the credit worthiness of the Network Partner; (iv) materially increased costs or other material burden for Thunes to offer, or continue offering, the Payment Method or currency; or (v) any change in Applicable Law affects the ability of Thunes to support the Payment Method or Network Partner or conditions applicable to the Payment Method or currency and/or any required currency conversion. Thunes will provide at least one (1) month’s written notice of any such discontinued or conditional support of any Payment Method or currency, unless it is not reasonably possible to do so for any reason (including, without limitation, due to any change in Applicable Law). In addition, Thunes may, at its sole discretion, discontinue or change its support of any Payment Methods and/or currency as part of its general product portfolio by providing you with three (3) months’ prior written notice of the same. If Thunes exercises its rights pursuant to this Section, Thunes will use commercially reasonable efforts to offer you an alternative for any discontinued Payment Method or currency.
You agree that your purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments by Thunes regarding future functionality or features.
Thunes or third parties may make third party content, data, software, or other functionality available through, or for use in conjunction with, or otherwise in connection with using the Services (these are Third Party Services which term shall include the services provided to you by our Network Partners). Third Party Services are not Services and Thunes makes no warranties of any kind in respect of Third Party Services or other non-Thunes products or services, whether or not they are provided via an Affiliate, compatible with the Services or otherwise designated as or held out to be “recommended” or “approved” by Thunes. Any procurement, access or use by you whether directly or indirectly of a Third Party Service, and any exchange of data between you and the provider of such Third Party Service, is solely between you and such provider. Without prejudice to any restriction in these Terms, if you enable or install any Third Party Service for use with the Services, you agree (and confirm that you have the requisite authority to agree) that Thunes may provide the relevant Third Party Service access to your data (including your Customer Data) as required for the interoperation of that Third Party Service with the Services, and Thunes is not responsible for any disclosure, modification or deletion of such data resulting from such access. Thunes may restrict or disable access to any Third Party Services that are made available through the Services without notice and for any reason, including if the provider ceases to make it available. Your use of Third Party Services: (i) is entirely at your own risk and Thunes shall have no liability whatsoever in connection with the same; and (ii) may be subject to additional terms, conditions and policies applicable to such Third Party Services (such as terms of service or privacy policies of the providers of such Third Party Services).
If you enable Services or features of Services or functionality that provide Thunes access to data, including Personal Data and other content, via Third Party Services (Third Party Data), then you authorize Thunes to access and use the Third Party Data, and you must obtain all necessary rights and consents from the applicable individuals and third parties sufficient to enable Thunes to lawfully collect, use, retain, and disclose the Third Party Data.
You acknowledge that the Services have not been designed specifically for you and that the Services are not intended to constitute or comprise advisory services of any kind. You will be solely responsible for establishing that the Services are fit for your purposes and that their receipt and use comply with your legal obligations. Without limiting the generality of the foregoing, to the extent that Thunes provides you with any landing pages, payment pages or other templates or suggested forms (and/or any similar resources) pursuant to the Services you acknowledge and agree that such resources are provided for illustrative purposes only and are used at your sole risk. You will be solely responsible for obtaining appropriate legal advice in respect of your business and Customer Products including, without limitation, in respect of (i) your terms and conditions with your End Customers (which you must have in place); and (ii) the use and regulatory compliance of such resources and/or any activities undertaken by you using, or otherwise in connection with the Services.
Thunes does not guarantee any minimum response times in connection with any Network Partner or other Third Party Provider or the completion of any Transaction transmitted and/or processed via the Thunes Technology. Thunes will not be liable for any failure of a Network Partner or Third Party Provider whether in respect of the settlement of any Transaction or otherwise. Thunes will forward each Payment Instruction to the relevant Network Partner or Third Party Provider and you will be responsible for any necessary contractual arrangements and integrations with such Network Partner or Third Party Provider and the provision of any required information. Thunes may disconnect and cease to provide a Payment Method if a Network Partner or Third Party Provider ceases or refuses to offer the relevant Payment Method whether in particular or in general.
If Thunes suspects that any use of the Services is fraudulent, is in violation of these Terms, Applicable Law or the Network Rules, or is likely to expose either Thunes, or any other party to harm or legal, Regulatory or Sanctions risk, Thunes reserves the right not to provide the Services. If any part of the Services has already been provided, Thunes may (but is not required to) reverse such provision where possible to do so. Thunes may hold or deliver funds relating to your use of a Service as directed by a Regulatory Authority or in connection with a Legal Process Request. Where permitted to do so, and unless to do so would, in Thunes’s sole and absolute discretion, put the security of any Service or any person at risk, Thunes will use reasonable endeavours to provide you with notice of any such Legal Process Request.
If you do not actively use the Services we may consider you to be inactive. Inactivity means that have not carried out any Transactions for six (6) months, in which case we reserve the right to charge you a recurring fee, disable or suspend the Services. You may be able to request reactivation of the Services in which case we will have the sole discretion to decide whether or not to accept your request. In any case, we shall have the right to terminate the Services and/or the Agreement in case of inactivity that has lasted for twelve (12) months or more. We will make reasonable efforts to notify you before we suspend or terminate the Services and/or the Agreement and will deal with any funds on your inactive account in accordance with Applicable Law (or where there is no specific Applicable Law, then such funds shall be dealt with as determined by Thunes, acting reasonably).
You agree to use our API in a reasonable and fair manner, and only for the purposes we have agreed. If we determine, at our discretion, that your use is excessive, abusive, or outside the intended purposes pursuant to this Agreement, we may charge additional fees for such usage or take other steps to protect our systems.

7. Payment Instructions, Transactions, Inward/Outward Payments

Thunes will not be required to execute any Transaction that fails to comply with (or in Thunes’s reasonable opinion could breach) any Applicable Law or any Network Rule. You must only submit Payment Instructions (or other Transaction Data) to Thunes in respect of Transactions which your End Customer has authorised in accordance with Applicable Law and which are otherwise in accordance with Applicable Law, the Agreement, the Network Rules and any other instructions provided by Thunes from time to time. Any Transaction refused by Thunes will be deemed not to have been received for the purposes of execution times and liability for non-execution or defective execution. Where Thunes executes a Transaction in accordance with details provided by you, the Transaction will be deemed to have been correctly executed by Thunes and any other financial institution involved. Where the details provided by you are incomplete or incorrect, Thunes is not liable for the nonexecution or defective execution of the Transaction, but Thunes may make reasonable efforts to recover the funds involved in such a Transaction and charge you for any such efforts. You must notify Thunes promptly (and within any timeframe dictated by Applicable Law) after becoming aware of any Transaction which has not been correctly executed, or which is unauthorised. You must ensure that Payment Instructions and any credentials relating to them (including, without limitation, in relation to their transmission to us – for example, details of the relevant API keys) are kept secure and notify Thunes promptly if you become aware of the loss, theft, misappropriation or other unauthorised use of any Payment Instruction.
We will record Transactions in your Thunes Account. You are responsible for maintaining records related to your Transactions, and for reconciling your records against your Thunes Account. You must notify Thunes promptly and, in any event, no later than ten (10) days after any unauthorised, incorrect or disputed entry is entered in your Thunes Account. Following the expiry of this ten (10) day period, the entries in your Thunes Account will be deemed agreed. You will not be entitled to receive any interest in respect of funds held in a Thunes Payments Account.
Thunes will execute the relevant Outward Payments (less Permitted Deductions) subject to receipt of a corresponding Inward Payment and the remaining provisions of this Section 7. The receipt by Thunes of a Payment Instruction constitutes your irrevocable consent and authorisation to execute each relevant Inward Payment and Outward Payment. Following receipt of a Payment Instruction, Thunes will only make an Outward Payment provided that sufficient funds are available in the relevant Thunes Payments Account for (i) the completion of the relevant Transaction and (ii) the payment of any applicable Permitted Deductions due and owing to Thunes whether in respect of that Transaction or otherwise.
On receipt of a valid and authorised Payment Instruction from you, Thunes will update the relevant amount in your Thunes Account no later than the end of the following Business Day. The value date of any credit to your Thunes Account shall be the same Business Day on which Thunes receives the relevant funds, in accordance with Applicable Law. To the extent that funds are not actually received or become a Reversal, Thunes will reverse the value date and credit in respect of the relevant Transaction on your Thunes Account.
If Thunes informs you that it has received confirmation that an Inward Payment is authorised or in progress and you act on that information to your detriment, where the Inward Payment is not then made to or received by Thunes, you will have no claim against Thunes (or any of its Affiliates) and will hold Thunes (and its Affiliates) harmless against any related Losses. If Thunes reasonably believes that a Transaction may be fraudulent or contrary to Applicable Law, or if instructed by a Network Partner associated with the relevant Transaction or any Regulatory Authority, Thunes may: (i) debit the value of an Inward Payment from your Thunes Account and return the value to the sender (and if sufficient funds are not available, you must reimburse Thunes or its relevant Affiliate on demand); and/or (ii) refuse to execute an Outward Payment. Thunes will notify you of the reason for such action if it is lawful to do so and reserves the right to charge a reasonable fee for such reversal or rejection where Thunes can evidence that the reversal or rejection is justified.
You agree that successful authorisation of a Payment Instruction does not guarantee payment from your End Customer or to a Beneficiary. Thunes will not be liable for any failure of a Network Partner to effect payment in respect of an authorised Payment Instruction and/or otherwise in respect of an Inward Payment or Outward Payment.
You accept and agree that the payment of an Inward Payment by the End Customer will extinguish the corresponding debt owed to you by that End Customer. You further acknowledge and agree that where Thunes makes an Outward Payment to a Beneficiary, or other third-party recipient (which may include of a payment intermediary operating on your behalf) in accordance with a Payment Instruction, then Thunes’ obligations (and all applicable Network Partner obligations) to settle those funds to you are satisfied.

8. Withholding/Deferral of Payments

Thunes may defer, withhold or set-off any amounts against any Outward Payment if Thunes reasonably considers:
1. that the total value of Disputes and/or Reversals is excessive (or likely to be excessive) relative to expected volume; or
2. an event which may give rise to a significant increase in the risk profile of providing the Services to Customer may occur.
If Thunes notifies you of any deferral or withholding of payment of an Outward Payment under this Section, you will not seek to dispose of, charge or otherwise deal with any such sums deferred or withheld by Thunes.

9. Customer Bank Account

You will open and maintain the Customer Bank Account throughout the Term and for such period as may be required thereafter to comply with these Terms. You will provide Thunes with at least thirty (30) days’ notice in writing of any change to the Customer Bank Account (other than general administrative changes) which you or a third party (including the relevant bank) wish to make. Thunes will be under no obligation to process any changes to the Customer Bank Account until you have provided Thunes with all information Thunes requires in order to complete anti-money laundering and sanctions checks in compliance with Applicable Laws in respect of such change. Thunes reserves the right to reject, acting reasonably, any requested change to the Customer Bank Account or to limit the number of any such requests.

10. Thunes Funded and Post Paid Payments

Without prejudice to any other provision in these Terms, Thunes may, in its sole discretion, make an Outward Payment on the receipt of satisfactory confirmation that an Inward Payment is authorised or in progress, but before the Inward Payment is actually received by Thunes (in cases where you do not otherwise have an adequate balance in the relevant Thunes Payments Account to fund such Outward Payment, including (without limitation) where you have exhausted any Post Paid Line made available to you) (a Thunes Funded Outward Payment). At the point of making the Thunes Funded Outward Payment (and regardless as to when the corresponding Inward Payment is received by Thunes), Thunes will charge and you will pay on demand a fee (as set out in the Order Document) based on a percentage of the amount of the Thunes Funded Outward Payment (Emergency Funding Fee) compounding for each day that the Thunes Funded Outward Payment remains outstanding and/or has not been fully reimbursed by a corresponding Inward Payment. If the Inward Payment is not actually received by Thunes in full (or the Thunes Funded Outward Payment otherwise reimbursed in full) within the Reimbursement Period (whether because the Inward Payment is reversed or for any other reason), then you will reimburse Thunes by paying to Thunes without delay an amount equalling (i) the Thunes Funded Outward Payment in full together with (ii) the Emergency Funding Fee due and owing as at the date of your repayment. At all times you will indemnify and hold Thunes (and its Affiliates as relevant) harmless for the amount of the Thunes Funded Outward Payment in full.
Without prejudice to any other provision of these Terms, you may request and Thunes may, in its sole discretion, agree in advance, to make an Outward Payment in circumstances where you do not have an adequate balance in the relevant Thunes Payment Account to cover that Outward Payment (Post Paid Payment). Thunes will notify you (in the Order Document where you have signed one) in writing of (i) the maximum aggregate value of Post Paid Payments (this amount being the Post Paid Line) that it will make (in respect of the period set out in the Order Document) before requiring reimbursement and (ii) the Monthly Volume Target applicable to that Post Paid Line. Thunes will charge you a Non-Usage Fee (as set out in the Order Document) for each month that you do not attain the Monthly Volume Target. All Post Paid Payments made by Thunes must be reimbursed (in the currency agreed between the Parties) in full together with all Fees due in respect of the Post Paid Payments within the Reimbursement Period. At all times you will indemnify and hold Thunes (and its Affiliates as relevant) harmless for the amount of the Post Paid Payments made by Thunes in full. Thunes may (in its sole discretion) amend, rescind or remove entirely the Post Paid Line at any time on notice to you.

11. Disputes, Fines, Reversals and Refunds.

Upon its occurrence each Dispute, Fine or Reversal represents a debt immediately due and payable by you to Thunes on demand, notwithstanding any termination of the Agreement or the Services. To the extent permitted by Applicable Law and/or any Network Rules, Thunes will notify you as soon as reasonably practicable of any Disputes, Fines and/or Reversals which have occurred or been incurred. At Thunes’ sole discretion, each Dispute, Fine and/or Reversal will be either (i) charged to you in the currency in which Thunes is required to pay the Dispute, Fine or Reversal or (ii) converted (using the Thunes Exchange Rate) to an alternative currency as notified by Thunes to you. If you wish to dispute a Dispute, Fine or Reversal, you must do so in accordance with the applicable procedure set out in the relevant Network Rules. It is your responsibility to provide the evidence required to investigate a disputed Dispute, Fine or Reversal and you agree that the relevant Network Partner’s decision regarding the validity and value of any Dispute, Fine and/or Reversal will be final and binding and Thunes will not be obliged to investigate or defend the validity and or value of any Dispute, Fine or Reversal.
Where an End Customer requests a refund of a Transaction, you will submit a Refund request in accordance with such Refund procedure as Thunes may have in place from time to time (as set out in the relevant product documentation or as otherwise notified to you by Thunes from time to time) and such request constitutes irrevocable consent by you for the execution of such Refund. Unless otherwise agreed in writing between the parties, you will pay Thunes a Refund fee of an amount equivalent to the fee for the corresponding Transaction in respect of each Refund that you request. For certain Payment Methods, an additional refund fee as set out in the relevant Network Rules may apply.
You will (i) only request a Refund in respect of goods and/or services you have actually sold and/or agreed to supply and using the payment method used by the End Customer in respect of that Transaction; (ii) not provide a cash Refund unless required to do so pursuant to Applicable Law; and (iii) not accept cash or any other compensation for effecting a Refund.
All Refunds must be requested in the currency of the original Transaction. If a Refund value is not in the currency of the original Transaction, Thunes will convert the Refund back into the original Transaction currency using the Thunes Exchange Rate applicable on the date on which the Refund request is processed by Thunes.
Thunes is only obliged to process any Refund to the extent that it holds sufficient funds for you in the currency of the particular Refund. If Thunes does not hold such funds you will credit Thunes with sufficient funds without delay prior to such Refund being undertaken. In addition, Thunes may refuse to act on a Refund instruction or delay executing a Refund instruction if you are the subject of any Insolvency Event, if it would cause a negative balance in your Thunes Account or if Thunes believes that there is a risk you will not meet your liabilities under this Agreement. You shall indemnify and hold Thunes (and its Affiliates) harmless against any Losses incurred in respect of the execution of Refunds. Where a Refund is not made, you will have no claim against Thunes and will hold Thunes harmless against any related Losses.

12. Security and Privacy

Each party will make available a privacy notice that complies with Applicable Law. Thunes’ Privacy Notice (found here: Thunes Privacy Notice) (as amended from time to time) explains how and for what purposes Thunes collects, uses, retains, discloses and safeguards the Personal Data you provide to Thunes.
For the purposes of Data Protection Laws, each party is an independent controller (or the equivalent under relevant Data Protection Laws) in relation to the Personal Data and each party determines the purposes for and the manner in which the Personal Data is, or is to be, processed. For the purposes of Data Protection Laws, the parties will not constitute joint controllers.
In respect of all Personal Data provided to Thunes, and in respect of the use of that Personal Data you will ensure that: all necessary fair processing notices have been provided to and consents obtained from data subjects by you, including to specify Thunes as a controller in respect of the data subject’s personal data and to provide a link to the Thunes Privacy Notice or to include a statement that the Thunes Privacy Notice can be found on the Website; and all necessary steps have been taken to ensure that Personal Data has been collected and processed in accordance with the principles set out in Data Protection Laws, including in particular those relating to: (i) lawful, fair and transparent processing; (ii) specified, legitimate and explicit purposes of processing; and (iii) adequate, relevant and not excessive processing.
Each party agrees that it will ensure appropriate technical and organisational security measures are in place to protect Personal Data under its control and transfer Personal Data between jurisdictions only where it has taken appropriate measures to make the transfer lawful under Data Protection Laws.
If either party receives any complaint, notice or communication from a supervisory authority which relates directly to the other party’s processing of Personal Data or a potential failure by the other party to comply with Data Protection Laws in respect of the Services, the receiving party will, to the extent permitted by Applicable Law, promptly notify the other party and provide such information as it will reasonably request in that regard. You further agree to provide Thunes with all information requested by us in order to assist Thunes in the investigation of any fraud or suspected fraud involving the use of the Services.
You acknowledge and authorise Thunes to disclose information which may include Personal Data to any supervisory authority, law enforcement authority, Network Partner, Affiliate or Regulatory Authority (including their authorised persons or auditors) if requested to do so.
Thunes may use de-identified and/or aggregated Transaction Data to optimize its products and services, which may include payment performance, fraud prevention, network analysis, and training machine learning models. Further information about how Thunes uses this information can be found in the Thunes Privacy Notice. Thunes is not obligated to retain data following termination or expiry of these Terms, except as (i) required by Applicable Law; (ii) required for Thunes to perform any post-termination obligations; or (iii) the Parties otherwise agree in writing.
You must take reasonable steps to keep your Thunes Account details safe and to prevent any unauthorised or fraudulent use of your Thunes Account. You must ensure that the Authorised Users also take reasonable steps to do the same and ensure that you maintain complete and accurate logs of the activity undertaken by you and/or your Authorised Users in respect of your Thunes Account. You must immediately notify and cooperate with Thunes on becoming aware of the loss, theft, misappropriation or unauthorised use of the Thunes Account details (including, without limitation, details of any of our API keys) (a Credential Compromise). Any act or failure to act by Thunes will not diminish your responsibility for any Credential Compromise.
Each party will, to the extent applicable, comply with all PCI DSS rules, regulations and/or standards as required of them respectively, directly or indirectly, by the relevant Network Partners. You represent, warrant and undertake that no security breach relating to Transaction Data processed by you or on your behalf has occurred before, and remains unremedied on, the Commencement Date. If we identify any threats or vulnerabilities to our systems and/or Services as a result of activity on your Thunes Account we may, in our sole discretion, suspend the provision of Services until such threats and/or vulnerabilities are remedied to our reasonable satisfaction.
Each party will maintain commercially reasonable physical, technical and organizational measures designed to protect Customer Data in its possession or under its control from unauthorized access, destruction, use, modification or disclosure.Thunes may, in its sole discretion and in such manner as it thinks fit, elect to provide you with copies of its third-party audit reports which cover such measures. For the avoidance of doubt, Thunes will have no obligation to respond to, complete or otherwise engage with any Customer information security questionnaires, audits, assessments or other similar requests. If Thunes reasonably believes that a compromise of data has occurred on your systems, website, or app, Thunes may require you to permit a Thunes approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits.

13. Fees

Fees & Taxes. The Fees applicable to the Services are as specified in your Order Document, or otherwise as presented to you during the onboarding stage, displayed on the Website or set out in these Terms (or a combination of the above). In consideration for Thunes providing the Services, you must pay, or ensure Thunes is able to collect, the Fees and other amounts you owe under the Agreement when due. Thunes may deduct Fees from the balance in your Thunes Account or otherwise invoice you for those amounts. All Fees and/or other sums payable pursuant to the Agreement are stated exclusive of any applicable VAT or other sales tax, which will be payable by you in addition at the prevailing rate. Payments by you to Thunes (including where deducted from Outward Payment) will be made without deduction or withholding unless required by Applicable Law. If any deduction or withholding is required by Applicable Law, you will pay such additional sum as is required to ensure that the net amount received and retained by Thunes equals the amount that would have been received without such deduction or withholding.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to Customer Products, or for collecting, reporting or remitting any taxes that may apply to you arising from any of the Services. You agree to comply with all applicable tax laws in connection with your use of the Services, including the reporting and payment of any taxes arising in connection with Services.
Subject to the requirements of Applicable Law, Thunes may revise the Fees at any time on notice to you. Thunes may, from time to time, offer a Service or Service feature without charge, or waive a Fee for that Service or Service feature and such offer and/or waiver shall not prevent Thunes from subsequently applying or reinstating a Fee for that Service or Service feature. If Thunes increases a Fee, or introduces a new Fee, for a Service that you are currently using, then Thunes will notify you in writing of such revised or new Fee.
Fees may be based on assumptions (i) that you will submit to us an aggregate minimum number of Transactions per calendar month (Minimum Volume) and/or (ii) that you will submit to us a minimum number of Transactions per calendar month in specific jurisdictional corridors (Minimum Corridor Commitment). Such Minimum Volume and/or Minimum Corridor Commitment will be notified to you in writing by Thunes. Where we identify that the Minimum Volume and/or the Minimum Corridor Commitment has decreased by twenty per cent. (20%) or more over a three-month period, Thunes reserves the right to increase the applicable Fees in its sole discretion. On providing written notice to you of such increase in applicable Fees (Revised Fee), Thunes shall have the right to charge the Revised Fee from the following calendar month.
Notwithstanding any other provision in these Terms, if (i) you terminate the Agreement other than pursuant to Section 14b, or (ii) Thunes terminates the Agreement pursuant to Section 14b or Section 14.c, in each case prior to the expiry of the Initial Term, then, in addition to any outstanding Fees owed as at the date of termination, Customer shall pay Thunes the Early Termination Fee within five (5) days of the date of termination.
Without prejudice to any other provision of these Terms, Thunes may, at any time, deduct, withhold, set-off and/or defer payment of any sums it owes and/or holds on your behalf (i) until all amounts owing by you to Thunes have been discharged in full (including any Permitted Deductions); and/or (ii) in respect of and/or against reasonably expected Permitted Deductions. If Thunes exercises its rights under this Section 13f, it will, to the extent permitted by Applicable Law, notify you. You will not seek to dispose of, charge or otherwise deal with any such sums deducted, withheld, set-off or deferred by Thunes. On termination of these Terms for any reason, Thunes may deduct, withhold, set-off and/or defer payment of any sums that it owes and/or holds on your behalf following such termination: (i) until your liabilities to Thunes have been discharged in full (including any Permitted Deductions); and/or (ii) or in respect of and/or against reasonably expected Permitted Deductions. Further, you agree that you may be required to authorise Thunes to debit the Customer Bank Account in respect of outstanding Permitted Deductions. If requested by Thunes in writing, you will establish and maintain a direct debit mandate (or equivalent instruction), authorising Thunes to debit from the Customer Bank Account all Permitted Deductions and will ensure that the Customer Bank Account at all times has a credit balance sufficient to meet the Permitted Deductions. Thunes will, if practicable, notify you in advance of any Permitted Deductions which Thunes intends to debit from the Customer Bank Account. If the amount of Permitted Deductions (including following termination of the Agreement or the provision of the Services) exceeds the amount payable by Thunes to you, Thunes may invoice you for the difference and such invoice must be paid in accordance with its terms.
Ancillary to the Services, where Thunes considers it necessary or desirable based on the Payment Instructions received from you, Thunes will provide currency conversion services to you at the Thunes Exchange Rate. The Thunes Exchange Rate may differ depending on the Services you use, the rate used by our Network Partners, transaction volume, currency corridor and risk. Thunes will notify you of the Thunes Exchange Rate at the time of the transaction or make it available to you by other means (including via your Thunes Account).
Thunes reserves the right to change the Thunes Exchange Rate at any time.
Collection Costs. You are liable for all costs Thunes incurs during collection of any amounts you owe under the Agreement, in addition to the amounts you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

14. Duration; Termination

Subject to Section 4, the Agreement will commence on the Commencement Date and will continue until terminated in accordance with these Terms. Following the Initial Term, the Agreement will automatically renew for successive periods of 12 months (each a Renewal Period) unless either party provides written notice of termination to the other party at least 90 days prior to the expiry of the Initial Term or any Renewal Period.
Either party (the Terminating Party) will be entitled to terminate this Agreement immediately on written notice to the other party if the other party (the Defaulting Party): (i) is in material breach of these Terms (being a single event which is, or a series of events which are together, a material breach) and either such breach is not capable of remedy or, if the breach is capable of remedy, the Defaulting Party has failed to remedy such breach within fourteen (14) days of receiving written notice from the Terminating Party requiring it to do so; or (ii) suffers an Insolvency Event.
Without limiting and in addition to Thunes’ rights at Section 14b above, Thunes may terminate or suspend the Services in whole or in part and/or your ability to access funds in your Thunes Account, (as we deem fit, in our sole discretion) without notice and/or with immediate effect if:
1. we determine in our sole discretion that your continued use of the Services will lead to significant fraud, credit or cybersecurity risk;
2. we are unable, as we, in our sole discretion may determine, to complete our KYC checks on you to our satisfaction from time to time including where there has been a change to your KYC Information;
3. you use the Services in a prohibited or restricted manner (with reference to the Prohibited and Restricted List) without the requisite specific permission from us, or in any way contrary to Applicable Law;
4. any of the representations, warranties and covenants contained in Section 16 are incorrect or untrue;
5. we have reasonable suspicion that your activities or those of any of your End Customers and/or your Customer Products may pose or create harm or loss to the reputation and/or goodwill of Thunes and/or our Network Partners, including pursuant to Section 4(j);
6. if you do not provide us with information required by us under these Terms, or we reasonably believe that such information is false, incomplete, inaccurate or misleading;
7. if we reasonably suspect that you (or your End Customers) are engaged in fraudulent, money laundering, terrorism financing or other illegal activity;
8. if we reasonably believe that your Thunes Account has been compromised;
9. you fail to pay the Fees due and payable under these Terms for a period of twenty (20) days or more;
10. if your Customer Products are not, or are no longer, compliant with Applicable Laws, including in the event that your applicable compliance obligations have not been satisfied;
11. if you are in material breach of any Network Partner Rules;
12. if we are required to do so under Applicable Laws or by request of Regulatory Authority or Network Partner (including, without limitation, where any of you, your End Customers, Authorised Representatives and/or beneficial owners are subject to Sanctions) or where we reasonably believe that we are or may be exposed to Regulatory or Sanctions risk;
13. if there is a change in any Applicable Laws, the effect of which is that Thunes cannot lawfully provide the Services in whole or in part;
14. if you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event, any actual or impending change in your business line and/or Customer Products, or if any Regulatory Authority has notified you that you or your business is the subject of investigative action; and/or
15. you undergo a Change of Control where your new controller is, in our sole discretion, a material competitor to us.
You will remain liable for the Fees during any period of suspension of Services pursuant to sub paragraphs 14c (i) to (xv) (inclusive) above.

15. Effect of Termination

Upon termination or expiry of the Agreement, the following shall apply, unless otherwise confirmed by us in writing:
1. you must stop using our Services in any way. Any Services provided and Transactions processed prior to the date of termination or expiry of the Agreement will remain subject to these Terms (including, without limitation, any provisions regarding Reversals, Fines, Disputes, rights to withhold, defer, deduct and/or set-off, indemnities and Fees and other Permitted Deductions);
2. all Fees owed to us will become due and payable immediately;
3. any licence relating to Intellectual Property Rights granted by Thunes to you will cease, and your use of any Thunes Intellectual Property Rights must cease;
4. the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall not be affected;
5. any part of the Agreement which expressly or by implication has effect after the Agreement ends shall continue in full force and effect; and
6. if Thunes holds any sums for you with respect to the provision of any Service, you will not be automatically entitled to be paid those funds when the Agreement ends. Thunes will only be required to pay all sums to you once it is satisfied that any liabilities whether (i) due and owing by you to Thunes; or (ii) reasonably likely to become due and owing by you to Thunes have been paid in full.
You may not terminate the Services to evade an investigation. If you attempt to terminate the Services while Thunes is conducting an investigation, we may freeze the Services or block your Thunes Account. Without limiting Thunes’s other rights or remedies, Thunes reserves the right to suspend access to the Services without liability if, at any time, Thunes knows or reasonably suspects that you and/or any Authorised User is in breach of the Acceptable Usage Policy or any other term of this Agreement. You will remain liable for the Fees during any period of suspension of Services pursuant to this provision.
If we terminate any one of the Services, these Terms will continue to fully apply with respect to the non-terminated Services.

16. Representations, Warranties and Covenants

By accepting these Terms and using our Services, you represent and warrant as of the Commencement Date and throughout the term of this Agreement (notifying us immediately in writing of any updates or changes from time to time) that:
1. you have the right, power, and ability to enter into and perform under this Agreement and your execution and performance of this Agreement does not and will not violate any other agreement or Applicable Law;
2. you are not and have not been involved in any fraudulent or criminal activities, including money laundering or terrorist financing activities, are committed to preventing the use of your operations for any fraudulent activity or for any activity facilitating fraud, and shall take all appropriate and necessary steps to prevent use of your operations for the same;
3. you will comply with all Applicable Law, including those designed to combat money laundering, terrorist financing, and criminal activities and those which govern the transmission of payments for End Customers, the Network Terms, these Terms and any User Guide;
4. you will not make payments to jurisdictions which are the subject or target of Sanctions (including, as of the date of these Terms, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, Kherson, Luhansk and Zaporizhzhia regions of Ukraine);
5. you acknowledge and agree that Thunes may require and that you shall use commercially reasonable efforts to provide Thunes with additional information about the End Customers which may be reasonably needed for anti-money laundering, know your customer and other legal or regulatory purposes, including without limitation, source of funds and reason for payment, and that Thunes may (1) process such data for the aforementioned purposes; and (2) disclose such information to third parties with whom it has contracted in connection with these Terms to the extent reasonably required by such third parties (the applicable Network Partners, for example);
6. you acknowledge that your approval to receive the Services from Thunes is based upon the due diligence materials provided by you during the approval process (or any subsequent changes that you have notified to Thunes in writing), which you warrant to be true, complete and accurate and up to date from time to time;
7. you will promptly notify Thunes in the event that you believe that an End Customer committed fraud or was involved in an illegal activity;
8. you are a business using the Services solely for commercial purposes and are eligible to use the Services;
9. you will comply in all material respects with all Applicable Laws with respect to your actions and obligations under this Agreement including having and complying with all necessary rights, consents, licenses, and approvals for operating your business and using the Services in compliance with the Agreement;
10. there are no pending or, to your knowledge, threatened legal, regulatory, or administrative actions that would impair your ability to perform your obligations under this Agreement;
11. all information you provide to Thunes is true, accurate, up to date, and complete;
12. your Authorized Users have the necessary authority to act on your behalf regarding the Agreement and the Services, and your employees, contractors, and agents will comply with the Agreement where relevant;
13. your use of the Services does not infringe any third-party rights, including Intellectual Property Rights;
14. you will comply with any technical and operational dependencies notified by Thunes and are solely responsible for procuring and maintaining all equipment, software, and network access necessary to receive the Services;
15. you are authorized to initiate settlements to and debits from Customer Bank Accounts, are the named account holder of each Customer Bank Account, and maintain and will continue to maintain such accounts in jurisdictions approved by Thunes;
16. you will not use the Services for, to transact with, or facilitate any prohibited or restricted activities (with reference to the Prohibited and Restricted List) without our specific permission, or in any way contrary to Applicable Law;
17. you have a permanent establishment and/or business registration in the country referenced as your address in the Order Document and you will abide by all relevant accounting principles and/or tax or other regulatory rules as they apply to you and record the Transactions that Thunes processes for you fully and properly in accordance with those principles and any relevant Network Rules and Applicable Laws; and
18. you will pay all relevant taxes as required by Applicable Law and the Network Rules relating to the Transactions submitted to Thunes for processing.
Thunes represents and warrants as of the Commencement Date and throughout the term of this Agreement that:
1. Thunes has the right, power, and ability to enter into and perform under this Agreement and its execution and performance of this Agreement does not and will not violate any other agreement or Applicable Law;
2. Thunes will comply in all material respects with all Applicable Laws with respect to its actions and obligations under this Agreement including having and complying with all necessary rights, consents, licenses, and approvals for operating its business and providing the Services in compliance with the Agreement; and
3. Thunes’ provision of the Services does not and will not infringe any third-party rights, including Intellectual Property Rights.

17. Indemnification

We agree to defend, indemnify and hold you harmless from and against and in respect of Losses to the extent arising directly and solely out of a claim by a third party (i) alleging that the use of the Services as permitted under the Agreement infringes such third party’s intellectual property (IP Claim) subject to Section 17b. If the Services become, or in Thunes’s opinion are likely to become, the subject of an IP Claim, Thunes may in its discretion and at its own expense: (i) obtain for you the right to continue using the Services; (ii) modify the Services so that they no longer infringe or misappropriate; or (iii) terminate the Agreement. This Section states Thunes’s entire liability and your exclusive remedy for any IP Claim.
Thunes’s obligations in this Section 17 do not apply to the extent the IP Claim or corresponding Losses arise out of: (i) the use by you of the Thunes Technology or Services in combination with software, hardware, data, or processes not provided by Thunes; (ii) your failure to implement, maintain and use the Thunes Technology or Services in accordance with our instructions and these Terms; (iii) your breach of the Agreement; or (iv) your negligence, fraud or wilful misconduct. You must promptly notify Thunes of any IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Thunes of its obligations under this Section, except to the extent Thunes has been prejudiced by the delay or failure. You must give Thunes sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defence and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Thunes will not enter into any settlement that imposes any obligation on you (other than payment of money, which Thunes will pay) without your consent. You must reasonably assist Thunes in defending the IP Claim.
You will indemnify Thunes and its Affiliates, hold harmless and keep Thunes and its Affiliates indemnified on demand against any Losses suffered or incurred by Thunes and/or its Affiliates as a result of or in connection with: (i) any claim against Thunes or its Affiliates in respect of the goods and/or services provided to your End Customers or any dispute arising between you and your End Customer; (ii) any Transaction, Dispute, Fine, Reversal or Refund (fraudulent or otherwise) or other reversed payment initiated by you or any of your End Customers; (iii) you undertaking any activity on the Prohibited and Restricted List without the requisite specific permission (where applicable); (iv) any third party claim that Thunes’s or its Affiliates’ use of your Intellectual Property Rights (as permitted under these Terms or otherwise by you from time to time) infringes any third party Intellectual Property Rights; (v) any of your security breach, compromise, or theft of Customer Data or a Credential Compromise; (vi) your failure to comply with the PCI DSS or any Network Rule; (vii) your use of the Services (including, without limitation your use and transfer to Thunes of Personal Data); (viii) your breach of the Acceptable Use Policy; and (ix) the indemnified matters set out in Sections 4(i)iii, 10(a), 10(b) and 11(e).
Without limitation to the above, you shall promptly reimburse Thunes for any amount erroneously received by you in relation to the Services.

18. Exclusions and Limitation of Liability.

Nothing in these Terms will exclude or limit a party’s liability in respect of: (a) death or personal injury caused by the negligence of the relevant party; (b) fraud (including fraudulent misrepresentation); (c) gross negligence or wilful misconduct; or (d) any liability which may not otherwise be lawfully excluded or limited.
THUNES PROVIDES THE SERVICES AND THUNES TECHNOLOGY “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY STATED AS A “WARRANTY” IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THUNES DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, EXPRESS AND IMPLIED WARRANTIES AND STATUTORY GUARANTEES WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES, NETWORK PARTNERS, THE THUNES TECHNOLOGY AND ANY THUNES DATA, INCLUDING AS RELATED TO AVAILABILITY, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. THUNES IS NOT LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS THAT YOU OR OTHERS MAY SUFFER ARISING OUT OF OR RELATING TO HACKING, TAMPERING, OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICES, YOUR THUNES ACCOUNT, OR CUSTOMER DATA IN EACH CASE TO THE EXTENT NOT CAUSED BY THUNES INCLUDING YOUR FAILURE TO USE OR IMPLEMENT ANTI-FRAUD OR DATA SECURITY MEASURES. FURTHER, THUNES WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS THAT YOU OR OTHERS MAY SUFFER ARISING OUT OF OR RELATING TO (i) YOUR ACCESS TO, OR USE OF, THE SERVICES IN A WAY THAT IS INCONSISTENT WITH THESE TERMS OR ANY OPERATIONAL MANUALS/GUIDANCE PROVIDED TO YOU; (ii) SERVICE INTERRUPTIONS OR STOPPAGES; OR (iii) BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE.
SUBJECT TO SECTION 18A ABOVE, THUNES WILL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, LIABILITY UNDER INDEMNITIES OR OTHERWISE) OR OTHERWISE IN CONNECTION WITH THE AGREEMENT FOR: (I) ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT, LOSS, DAMAGE, COST, AND/OR EXPENSE WHATSOEVER; OR (II) ANY LOST PROFITS, LOST GOODWILL (OR ANY OTHER DAMAGE TO REPUTATION), LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, LOSS OF BARGAIN, OR LOST OR CORRUPTED DATA, IN EACH CASE REGARDLESS OF WHETHER ANY OF THESE TYPES OF LOSSES ARE DIRECT, INDIRECT OR CONSEQUENTIAL. IN EACH CASE, EVEN IF THUNES IS AWARE OF THE POSSIBILITY THAT SUCH LOSSES MIGHT BE INCURRED.
SUBJECT TO SECTION 18A ABOVE, THUNES’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, LIABILITY UNDER INDEMNITIES OR OTHERWISE) OR OTHERWISE UNDER OR IN CONNECTION WITH ANY AND ALL CLAIMS MADE RELATING TO THE AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES (EXCLUDING VAT (OR EQUIVALENT SALES TAX) AND ANY THIRD PARTY FEES) ACTUALLY RECEIVED BY THUNES IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST SUCH CLAIM.
THUNES WILL HAVE NO LIABILITY IN RESPECT OF: (I) ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT TO THE EXTENT THE SAME RESULTS FROM YOUR ACTS OR OMISSIONS; (II) ANY LOSSES SUFFERED BY YOU WHICH ARISE DIRECTLY OR INDIRECTLY FROM THUNES’S COMPLIANCE WITH YOUR OR ANY AUTHORISED USER’S INSTRUCTION, OR ANY DATA RECEIVED BY THUNES BEING INACCURATE OR INCOMPLETE; (III) ACTIONS TAKEN BY THUNES OR ITS AFFILIATES TO COMPLY WITH ITS OBLIGATIONS UNDER APPLICABLE LAW OR TO COMPLY WITH THE REQUIREMENTS OF A NETWORK PARTNER OR ITS BANKING PARTNERS; (IV) YOUR MISUSE OF THE SERVICES OR FAILURE TO COMPLY WITH YOUR OBLIGATIONS UNDER THE AGREEMENT; (V) YOUR USE OF THE SERVICES FOR ANY ACTIVITIES ON THE PROHIBITED AND RESTRICTED LIST (WITHOUT REQUISITE SPECIFIC PERMISSION WHERE APPLICABLE) OR YOUR INABILITY TO USE THE SERVICES DUE TO REASONS WITHIN YOUR CONTROL; OR (VI) THE FAILURE OR FAULT OF ANY OF YOUR OR THUNES’S THIRD PARTY EQUIPMENT, SOFTWARE, OR OTHER TECHNOLOGY OR RELATED PROBLEMS.
If you make any claim against us for any Losses and those Losses are contributed to by your own or a third party’s actions, then our liability for your Losses will be apportioned as is appropriate having regard to the respective responsibility for the Losses, and the amount you may recover from us will be reduced by the extent of your or the third party’s contribution to those Losses.
Nothing in the Agreement will operate to exclude or limit your liability for the Fees due pursuant to the Agreement.
Subject to Section 18a above, no party will be entitled to the remedies of rescission or damages for misrepresentation (or any similar cause of action in a relevant jurisdiction) arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in the Agreement. Neither party will have any claim for innocent or negligent misrepresentation based upon any statement in the Agreement.
Where there is more than one Customer party, each Customer party will be liable under this Agreement jointly and severally.
Thunes assumes no liability to your End Customers at all and Thunes shall in no way be liable for any defect, disruption, failure or unavailability of or relating to Customer Products. You will address all queries and resolve any disputes regarding Customer Products with your End Customers and any other customer issues that may arise promptly.

19. Confidentiality

Each party shall keep the other party’s Confidential Information confidential and shall not: (i) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Agreement; or (ii) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Section 19.
The provisions of this Section 19 shall not apply to any Confidential Information that: (i) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Authorised Users in breach of these Terms); (ii) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (iii) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality terms with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (iv) the parties agree in writing is not confidential and may be disclosed; (v) is required to be disclosed by Applicable Law, a court of competent jurisdiction, any governmental, stock exchange (where applicable and in accordance with relevant listing rules) or regulatory authority provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as reasonably possible.
Notwithstanding Section 19a above, we may disclose your Confidential Information to our Affiliates, employees, professional advisers, insurers, agents and subcontractors, potential investors (always subject to a strict duty of confidentiality) and those of our Network Partners and Third Party Providers, who have a need to access your Confidential Information for the performance of obligations with respect to the Agreement.
Thunes may be required to provide information to Regulatory Authorities. Notwithstanding any provision of these Terms, you grant Thunes permission to provide any Regulatory Authority with information about you, your Transactions and any other information Thunes holds about you on request to do so from a Regulatory Authority or as part of any audits, inspections or investigations or if Thunes suspects your use of the Services or your Thunes Account has been used or is likely to be used in a fraudulent manner or otherwise in violation of these Terms. Thunes’s rights under this Section 19d shall survive any termination of the Agreement. Thunes further reserves the right to respond to any Legal Process Request it believes is valid. Thunes is in no way liable to you or any other party, whether for indirect or direct Losses or otherwise, as a result of Thunes’s compliance or non-compliance with any Legal Process Request. Where permitted to do so, and unless to do so would, in Thunes’s sole and absolute discretion, put the security of any Service or any individual at risk, Thunes will use reasonable endeavours to provide you with notice of any such Legal Process Request.

20. Intellectual Property Rights

Thunes and its licensors own all Intellectual Property Rights in or relating to the Services and the Thunes Technology, as well as any content, data or material supplied as part of the Services. Thunes grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free limited licence to use the Thunes Technology in accordance with these Terms for purposes of using the Services. You (or your Authorised Users) may not rent, lease, alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Thunes Technology. Upon expiration or termination of these Terms you will immediately cease all use of any Thunes Technology. Other than the express licences granted by these Terms, Thunes grants no right or licence to you by implication or otherwise to the Services or any of its Intellectual Property Rights and any uses not expressly permitted are prohibited.
Thunes will be entitled to make reasonable use of, and reference to, your name and your trade or service marks in any promotional or corporate material relating to Thunes’s services.
Each party agrees to execute such documents and/or do such things as the other may reasonably require during the Term, or at any time after termination or expiry of this Agreement, to give effect to the provisions of this Section.

21. General

Assignment and Subcontracting. You may not transfer, assign, novate, subcontract, encumber sell or delegate any rights or obligations you have under these Terms without our written consent. We may freely transfer, assign, novate, subcontract or delegate these Terms or any right or obligation we have under these Terms, including to an Affiliate, without your prior consent. This Agreement will be binding on and be enforceable by permitted assignees.
Force Majeure Event. Neither party will be liable for any failure, reduction in service or delay in performing its obligations under this Agreement if and to the extent that such failure, reduction in service or delay is the result of Force Majeure Event. Where a party’s performance is or may be affected by a Force Majeure Event, it will inform the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event and thereafter use reasonable efforts to minimise the duration and impact of the Force Majeure Event. If a Force Majeure Event affecting Thunes continues for an unreasonable period as determined solely by Thunes, we may terminate these Terms in part or whole. Nothing in this Section 21b will impact or excuse your obligation to pay Fees that are due and payable or make any other payment under the Agreement (including, without limitation, in respect of any Disputes, Reversals, Fines or any other Transaction).
Issues with the Services. Unless otherwise provided in the Region Specific Terms linked in the Thunes Entity Table, Thunes will respond to any complaint from you regarding issues arising from or in connection with the Services within the time period stipulated by Applicable Law or if none is stipulated then within a reasonable period taking into account our internal processes and complexity of the issue.
Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the relevant jurisdiction as included in the Thunes Entity Table.
Jurisdiction. You agree that the courts of the relevant jurisdiction to this Agreement as included at Thunes Entity Table, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
No Partnership. Nothing in these Terms serves to establish a partnership, joint venture, association, employment, or other agency relationship between you and Thunes.
Entire Terms. The Agreement (including the Order Document) and any Schedules to it constitutes the entire agreement between you and us with respect to the subject matter and supersedes any previous terms, agreement, understanding or arrangement relating to the subject matter of it (and any document referred to in it) whether written or oral.
Each party agrees and acknowledges that it has not relied on or been induced to enter into these Terms by a warranty, statement, representation or undertaking which is not expressly included in these Terms.
Communication and Notices. All notices sent to Thunes must be sent to the address of the relevant Thunes entity as included on the Thunes Entity Table.
Thunes will send all notices in connection with this Agreement to the email address included for this purpose in the Order Document (or, where you have not entered into an Order Document, to the email address of the primary administrator as designated by you in your Thunes Account). In addition, Thunes may provide you with communications, disclosures or notices relating to the Services and the Agreement using your Thunes Account, our Website, or by mailing notices to the physical address registered to your Thunes Account. It is your responsibility to ensure the proper functioning of your Thunes Account, and it is your responsibility to check your Thunes Account, our Website, your email account and your mailbox regularly for notices from us. Notices may include notifications about the Services, changes to the Services, or other information Thunes is required to provide to you. You agree that electronic delivery of a notice has the same legal effect as if Thunes has provided you with a physical copy.
Any notice or other communication shall be deemed to have been received on the earliest of (as relevant) (i) the date posted to your Thunes Account or to our Website; (ii) when sent by email, the date of delivery (provided that no automated delivery failure notice is received by the sender); and (iii) five days after being sent by physical mail or on delivery, if sent by delivery service.
Electronic Consent. You agree that any electronic consent made by you or on your behalf will have the same legal effect as a physical signature.

22. Other Miscellaneous

Third Party Rights. Except as expressly provided elsewhere in these Terms, a person who is not a party to the Agreement shall not have any rights to enforce any term of it.
Severability. If any provision of these Terms will be found to be invalid, illegal or unenforceable, such provision shall be deemed modified to the extent necessary to make the same valid and operative, or if it cannot be so modified, then eliminated, and the validity, legality, or enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Enforcement. To be effective, a waiver must be in writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Governing Language. We communicate with you in English, unless we, in our absolute discretion, choose to communicate in another language, or unless we are required to communicate in a certain language by virtue of Applicable Law.
Translations. In the event these Terms are translated into a language other than English for any purpose, the English version shall in all events prevail in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of these Terms.
Actions Permitted. Except for actions for nonpayment or breach of a Party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than one (1) year after that Party became aware that the cause of action has accrued.

Last modified: July 21, 2026