Seller Terms

Effective 2026-10-13

1. Parties and scope

The supplier agreement is between Onbold Commerce Limited, Cyprus company number HE497763, Cyprus VAT number CY60401989J, registered office Prodromou 75, Oneworld Parkview House, 4th Floor, 2063 Nicosia, Cyprus (Onbold), and the supplier identified in the separately agreed supplier documentation (Supplier, also called the Seller in supplier-facing onboarding).

A Buyer is a person who buys a Product from Onbold.

A Covered Transaction is a sale by Onbold of a Product enrolled under this Agreement.

A Product is a physical good, digital product, digital service, or B2B Service enrolled under a Product Schedule.

A Product Schedule identifies the Product or product line and the applicable commercial, operational and risk terms.

2. The relationship

For every Covered Transaction:

the Supplier sells the Product, or the right to supply it, to Onbold;
Onbold acquires that Product or right immediately before or for the purpose of resale;
Onbold resells the Product to the Buyer in Onbold's own name and for Onbold's own account;
Onbold determines the Buyer-facing retail price;
Onbold is the seller and Merchant of Record, collects payment, accounts for applicable transaction taxes and issues the Buyer invoice or receipt; and
the Supplier is not the seller under the Onbold–Buyer contract.

The Supplier must not offer or arrange consumer credit, instalment credit, deferred payment or BNPL for a Covered Transaction under this framework. Any future deposit or staged-payment product requires a separately approved payment and legal treatment; support for recurring subscriptions is not permission to offer credit.

Neither party is the agent of the other and neither may bind the other except as expressly stated.

For VAT and equivalent transaction-tax purposes, the parties intend the transaction to be treated consistently with Onbold acting in its own name as principal.

The Supplier must not make any statement or take any action materially inconsistent with this structure.

3. Product enrolment and Supplier information

A Product may be sold through Onbold only after Onbold approves it and a Product Schedule is in effect.

The Supplier must provide and keep current all information reasonably required by Onbold for onboarding, KYB/KYC, compliance, tax, risk, acquiring, card-scheme and Product review.

The Supplier warrants that all information supplied to Onbold is accurate, complete in all material respects and not misleading.

The Supplier must notify Onbold promptly of any material change to:

its ownership, control, legal status or bank details;
its business model or fulfilment model;
the Product, Product claims or target markets;
licences, approvals, insurance or regulatory status;
Product safety or compliance status; or
circumstances reasonably likely to affect Buyer obligations, acquiring acceptance or Onbold's risk exposure.

An Excluded Category is an activity or Product excluded by Schedule 2. No such Product may be enrolled or supplied except through an express extension where Schedule 2 permits one and applicable law and acquiring requirements allow it.

Onbold may approve, refuse, restrict or remove any Product in its discretion where reasonably required for legal, regulatory, acquiring, card-scheme, tax, risk or operational reasons.

4. Buyer interface and Reserved Subjects

4.1 Onbold controls the retail transaction

The following matters are Reserved Subjects and are controlled by Onbold for every Covered Transaction:

formation of the retail sale;
seller identity;
retail price, discounts and currency;
transaction taxes;
payment and payment authorisation;
invoicing and receipting;
subscription purchase term, renewal charge and cancellation;
refunds and credits;
Consumer withdrawal rights;
chargebacks and payment disputes;
delivery obligations and passing of risk;
statutory returns and conformity remedies;
sale-related complaints;
governing law and jurisdiction of the retail sale; and
Buyer-facing customs, duty and import charges.

The Supplier must not invoice or charge a Buyer for a Covered Transaction, decide a statutory refund or return, represent that it is the retail seller, or otherwise act inconsistently with Onbold's control of a Reserved Subject.

Where a Buyer asks the Supplier about a Reserved Subject, the Supplier must direct the Buyer to Onbold.

4.2 Supplier Product Terms are optional

A Supplier is not required to maintain separate Buyer Product Terms unless they are needed for the Product.

Where the Supplier requires Product Terms, it must provide Onbold with the applicable URL or text and sufficient version information for Onbold to identify the terms presented for each transaction.

Supplier Product Terms may govern only legitimate Product-specific matters such as:

software or content licence rights;
intellectual property;
acceptable use;
Product support and service levels;
confidentiality;
Product-specific safety instructions;
voluntary Supplier or manufacturer guarantees; and
the Supplier's own privacy notice.

Supplier Product Terms must not materially contradict a Reserved Subject.

Onbold may incorporate or link Supplier Product Terms into the checkout and may retain a copy, snapshot, hash or version record as evidence of the transaction.

The Supplier is not required to rewrite generic website terms merely because they address a Reserved Subject in another sales channel. However, if Supplier material creates a material conflict for Covered Transactions, Onbold may require a targeted carve-out, rider or amendment before launch or continued sale.

For Covered Transactions, the Supplier agrees that the Onbold Buyer Terms prevail on Reserved Subjects regardless of conflicting generic Supplier wording.

4.3 Withdrawal classification and immediate supply

Onbold controls the Buyer-facing withdrawal process and determines the legal withdrawal treatment applied at checkout.

The Supplier must provide Onbold with accurate information reasonably required to classify each Product, including whether the Product is:

physical Goods;
digital content supplied without a tangible medium;
a service or ongoing digital service;
subject to a statutory withdrawal exception; or
supplied only to Business Buyers.

The Supplier must also disclose any fact relevant to a statutory exception, including personalisation, perishability, sealing for hygiene or health protection, or another Product characteristic on which the Supplier expects Onbold to rely.

Where Onbold permits immediate supply during a Consumer withdrawal period:

for qualifying digital content, the Supplier must not begin supply until Onbold confirms that any required express consent and acknowledgement have been captured;
for a service or ongoing digital service, the Supplier must not begin performance until Onbold confirms that any required request for immediate performance has been captured;
the Supplier must honour Onbold's instruction to stop, suspend or terminate supply where a Buyer validly withdraws;
the Supplier must provide information reasonably required to calculate any proportionate amount payable for service already performed; and
the Supplier must not publish or communicate any statement suggesting that a Consumer has waived or lost a withdrawal right unless Onbold has confirmed that the applicable legal conditions have been satisfied.

The Supplier is responsible for losses suffered by Onbold where an incorrect Product description, classification, delivery method or other information supplied by the Supplier causes Onbold to apply the wrong withdrawal treatment.

5. General Product warranties

The Supplier warrants continuously that:

it has full right and authority to supply each Product to Onbold for resale;
each Product and its resale by Onbold comply with applicable law in the markets approved for sale;
all Product descriptions, specifications, images, demonstrations, claims and public statements are accurate and not misleading;
the Product does not infringe third-party intellectual property rights;
branded or licensed Products are genuine and the Supplier has the required distribution rights;
the Product is not an Excluded Category Product;
all required licences, approvals, registrations, certifications and permissions remain valid; and
the Supplier will provide compliance evidence reasonably requested by Onbold.

Onbold's review or approval does not transfer the Supplier's responsibility for these matters.

6. Digital Products

For a Digital Product:

the Supplier must host, operate or serve the Product from its own or its service provider's infrastructure;
Onbold shall not host, serve, store, cache, mirror or distribute the Supplier's executable software artefacts; the Supplier or its contracted hosting provider supplies them directly;
where a direct Buyer licence is required, the Supplier grants it in accordance with the Supplier Product Terms shown for the transaction;
the licence or access begins on Onbold's confirmation of the sale and continues for the period purchased;
the Supplier must provide the Product, support and necessary updates in accordance with its description and any agreed service levels;
the Supplier may suspend or terminate Buyer access for a genuine breach of acceptable-use terms or where required by law, but not because the Supplier has not been paid by the Buyer or because Onbold has delayed or withheld settlement;
the Supplier must cooperate with Onbold in providing any Buyer remedy required because the Digital Product is unavailable or non-conforming;
the Supplier must follow the withdrawal-treatment instructions recorded by Onbold for the transaction, including any instruction to delay commencement until required Buyer consent has been captured or to cease supply following a valid withdrawal; and
where applicable law requires Buyer-created content to be made available following termination, the Supplier must provide that functionality and cooperation.

The Supplier must not impose undisclosed additional Buyer terms or payment conditions as a condition of access. It must provide proposed material changes to Product terms or functionality in advance, preserve the rights already purchased, and retain the versions needed to evidence existing transactions. The Supplier must notify Onbold promptly before discontinuing a Digital Product or making a material change that would reduce what existing Buyers purchased.

7. Physical Products and fulfilment

For a physical Product, the Supplier is responsible for sourcing, compliance and fulfilment whether it holds stock itself or uses a manufacturer, dropshipper, 3PL or other third party.

The Supplier warrants that every physical Product:

is safe and legally marketable in every approved destination;
complies with applicable Product, labelling, packaging, environmental and safety law;
is supported by required technical documentation and certifications;
is genuine and lawfully sourced; and
is not subject to a known recall, prohibition or unresolved safety defect.

Where applicable law requires an EU Economic Operator, importer, authorised representative, responsible person or equivalent role, the Supplier must identify and maintain the required person and supporting evidence. Onbold must not be designated for such a role without Onbold's prior written agreement.

The Supplier must maintain and provide on request the manufacturer and supply-chain identity, technical documentation, declarations, certifications, test reports and applicable producer-registration information.

Fulfilment

The Supplier must:

dispatch within the timeframe represented to the Buyer;
provide a valid carrier tracking identifier against the Onbold Order ID in accordance with the mandatory shipment-validation conditions below;
maintain accurate fulfilment and delivery records;
accept and process physical returns as directed by Onbold; and
cooperate with replacement, repair, recall and other Buyer remedies.

For cross-border Goods, the Supplier must use DDP, IOSS or another Onbold-approved arrangement under which duties, import taxes, carrier brokerage and handling charges are prepaid and do not fall due from the Buyer at delivery.

Shipment validation and payment eligibility

For physical Goods, Supplier consideration for each Order or relevant Order item becomes eligible for release only after:

the related Buyer payment has settled to Onbold through the applicable acquiring/payment arrangement;
the Supplier has supplied a valid supported-carrier tracking reference mapped to the correct Onbold Order and items/quantities;
Onbold or its validation provider has checked the reference and available carrier data against the shipment and destination, and the carrier status evidences at least in transit, or a stricter status expressly required by the Product Schedule; and
no unresolved relevant fraud alert, dispute, refund, chargeback, compliance restriction or other applicable hold prevents release.

A reference that is merely uploaded, unknown to the carrier, mismatched, duplicated for unrelated Goods, or only at label-created/pre-advice status is insufficient. The Supplier must keep shipment records accurate and provide supporting evidence where automated validation is inconclusive. Onbold may validate evidence manually and record its reasons; it need not release consideration on an unsupported assertion.

For split shipments, eligibility is determined for the Goods actually evidenced. Tracking for one parcel does not establish fulfilment of unrelated items. The Supplier must promptly report invalidated tracking, lost shipments, cancellations and material delivery problems.

Onbold applies release conditions before instructing a payout. This Agreement does not promise that an instructed payout can be recalled. Later adjustments are recovered through the consideration, set-off, reserve or debt provisions. Shipment validation is an eligibility condition, not a guarantee of a payout date or proof of product safety or legal conformity.

For cross-border Goods, the Supplier must provide evidence before enrolment and on request that clearance and Buyer-facing duties, taxes and carrier charges are arranged and prepaid for the approved destination. Clearance evidence alone is insufficient.

Buyer withdrawals, returns and refunds

Onbold determines and administers Buyer-facing withdrawal, cancellation, refund and statutory-remedy treatment. The Supplier must provide accurate Product facts, honour applicable Onbold instructions and refrain from imposing contradictory conditions.

The Supplier must maintain a usable return recipient and complete address for each approved region, notify Onbold before changing it, accept authorised returns and report receipt and relevant evidence promptly. It must not require an original box, intact ordinary packaging, tags, photographs or a particular carrier as an unapproved prerequisite to notifying withdrawal. A genuine statutory exception may be applied only on the applicable facts and conditions.

For qualifying withdrawals, the Supplier accepts Onbold's operating policy of no routine depreciation or resale-value deductions for ordinary wear, packaging or tags. The Supplier bears the qualifying refund and agreed return-related economic exposure under this Agreement even where the Product cannot be resold as new. This is a commercial allocation between the parties, not a statement that the law never permits compensation for diminished value.

Concrete evidence of an empty parcel, wrong item, material destruction or substantial consumption must be referred to Onbold for a prompt, evidence-based decision. These labels do not automatically extinguish a Buyer's withdrawal right. The Supplier must not use an ordinary condition complaint to create an indefinite fraud hold.

Onbold may refund or provide a remedy when due on the available evidence, including credible evidence of return dispatch where legally sufficient, without waiting for Supplier inspection, approval or payment. The Supplier may challenge the allocation with supporting evidence afterwards; a challenge does not give it a veto over reimbursement owed to a Buyer.

Supplier operators may execute routine case actions only within permissions and instructions given by Onbold. They may not delete a withdrawal declaration, alter its original timestamp, change Onbold's classification or impose an unapproved deduction. Applicable response targets are set in the Product Schedule and shorten where necessary to protect a Buyer deadline; absent a numeric target the duty is to act without undue delay.

Buyer reimbursement and Supplier recovery are separate: Onbold administers the former and may recover Supplier-account amounts through the financial provisions below. Onbold bears losses caused solely by its own processing error and discretionary goodwill that it elects to fund, unless another allocation is expressly agreed. No clause permits duplicate recovery of the same loss.

Safety and recalls

The Supplier must notify Onbold immediately of any material Product safety issue, regulatory action, recall, corrective action or claim involving injury, death or material property damage.

The Supplier bears the cost of a Recall Event caused by or relating to its Product, including Buyer communications, returns, replacement, refund, destruction and reasonable professional costs.

8. B2B Services

A Service may be enrolled only where the Product Schedule states that it is a B2B Service.

Regulated professional or licensed Services are excluded from this framework. Any future expansion requires a separately approved legal and operating structure before enrolment; a Supplier licence alone does not authorise Onbold to resell a regulated activity.

For an approved Service:

Onbold contracts with the Business Buyer as principal;
the Supplier performs the Service for Onbold;
the Supplier must perform with reasonable skill and care and in accordance with the description and any statement of work;
the Supplier must not invoice or collect payment from the Buyer for the Covered Transaction or represent that it is the Buyer's seller; and
rights in any deliverable must be transferred or licensed as stated in the Product Schedule or statement of work.

9. Price, Margin and taxes

The Supplier provides a guidance price or agreed wholesale pricing basis.

Onbold determines the Buyer-facing retail price.

The Product Schedule states:

whether the commercial basis is Added (tax added to the guidance price) or Inclusive (tax extracted from the retail price);
the applicable Margin or rate card;
any fixed per-event consideration reductions;
settlement cycle;
reserve or deferred-consideration terms;
currency and FX treatment; and
any Product-specific taxes or commercial conditions.

Unless the Product Schedule states otherwise:

Supplier consideration = Buyer retail price actually collected − transaction taxes − applicable Onbold Margin − agreed adjustments.

Onbold is responsible for accounting for transaction taxes on its retail sale. The Supplier remains responsible for taxes arising on its own supply to Onbold and its own income and operations.

The parties must provide each other with tax information reasonably required to apply the correct treatment.

10. Settlement, withholding and reserves

Onbold collects Buyer proceeds in its own name and pays the Supplier the consideration due under the Product Schedule.

Onbold may deduct, set off, withhold or defer amounts relating to:

refunds, chargebacks and payment reversals;
Product non-conformity or non-delivery;
Supplier breach;
agreed per-event reductions;
reserves or deferred consideration;
taxes or corrections;
amounts otherwise owed by the Supplier to Onbold; and
reasonably anticipated exposure where the Product Schedule or this Agreement permits it.

Anticipated reversals and final-period consideration

Where observable facts reasonably indicate elevated reversal or Buyer exposure, Onbold may extend the due date of affected consideration not yet due until the exposure is quantified and discharged. Relevant facts include fraud/dispute trends, unusual volume changes, missing expected refunds, adverse fulfilment evidence, investigation, insolvency or cessation. Onbold records the reason and reviews the restriction as the exposure changes.

This may include consideration for final selling periods before termination or wind-down, applied first against relevant reversals and other Supplier-account amounts. Any residual becomes due when the applicable exposure no longer justifies deferral. This is an adjustment of the due date of purchase consideration, not an assertion that Onbold holds a payment account for the Supplier. It does not retrospectively convert an already-due amount into not-yet-due consideration.

Onbold may set off present, future, actual or contingent Supplier obligations against consideration payable or to become payable, across Product Schedules and currencies, subject to applicable law. The conversion basis must be stated in the Product Schedule and shown in the reconciliation.

Fixed event reductions and reconciliation

A fixed per-event consideration reduction applies only to the events and amounts expressly agreed in the Product Schedule. It is a price term for the relevant supply, not a separately purchased payment service. The returned sale value/loss allocation and the fixed event reduction must appear as distinct ledger entries; repeated notifications of the same event must not cause duplicate reductions. Elevated ratios are addressed through risk controls, not an unagreed percentage event charge.

Onbold provides a reconciliation of collected retail amounts, transaction taxes, Margin, event reductions, allocated losses, deferred consideration, reserve movements and net consideration paid. The Added/Inclusive election and the incidence of destination-tax variation must be clear in the Product Schedule. In-life unpaid amounts are consistently described in reports and Supplier screens as deferred consideration, separately from exit security.

In-life rolling reserve / deferred consideration

Where the Product Schedule specifies an in-life reserve, the stated percentage of Supplier consideration is deferred consideration and becomes due according to the release schedule in the Product Schedule.

Exit run-off reserve

On termination or wind-down, Onbold may retain an amount reasonably proportionate to unresolved or reasonably anticipated Buyer, conformity, refund, dispute or other surviving exposure.

The run-off reserve is held as security, must reduce as the secured exposure expires, and must be released when no secured exposure remains.

Additional security

Where reasonably justified by underwriting or exposure, Onbold may require additional security, including a deposit or guarantee, if stated in the Product Schedule or separately agreed.

If amounts owed by the Supplier exceed available settlement, deferred consideration or security, the excess is a debt immediately due to Onbold.

11. Refunds, chargebacks and Buyer losses

Except where the Product Schedule expressly allocates a risk differently:

Supplier account

The Supplier bears the economic cost of:

refunds arising from Product non-conformity, non-delivery or Supplier failure;
Consumer or Business Buyer remedies attributable to the Product or Supplier;
fulfilment failure;
Product-related chargebacks or reversals;
recalls and safety events;
breaches of Supplier Product Terms caused by the Supplier; and
other losses caused by the Supplier's breach of this Agreement.

Onbold account

Third-party payment fraud that is unrelated to Product, fulfilment or Supplier conduct is for Onbold's account unless otherwise stated in the Product Schedule.

Onbold may recover Supplier-account amounts by set-off, deduction, deferred consideration, reserve or debt recovery.

The Supplier's responsibility is not reduced because Onbold has already paid the Buyer or complied with a mandatory Buyer remedy, provided Onbold acted reasonably. Qualifying change-of-mind withdrawals, including the no-routine-depreciation allocation above, are for the Supplier's account. Any additional discretionary refund beyond that agreed policy is for Onbold's account unless the Supplier authorises it or the Product Schedule expressly allocates it otherwise.

12. Monitoring, records and cooperation

Before enrolment and on material change, the Supplier must provide applicable identity/ownership, bank, domain, product, rights, insurance, economic-operator, technical-conformity, customs-prepayment and fulfilment evidence. Requests must be proportionate to the Product and approved markets. The Product Schedule does not replace the required supporting evidence. Evidence freshness and response periods are recorded in the Product Schedule.

The Supplier must maintain records reasonably sufficient to demonstrate compliance with this Agreement and each Product Schedule.

Onbold may monitor the Supplier, Product, website, marketing, fulfilment, dispute levels and other risk indicators throughout the relationship.

The Supplier must provide information and documents reasonably requested for:

acquiring or card-scheme review;
tax or regulatory compliance;
Product or safety review;
fraud, chargeback or complaint investigation;
Buyer disputes;
audit and reconciliation; or
continuing underwriting.

The Supplier must cooperate promptly with investigations and must not conceal, misstate or materially alter its business, Product or fulfilment model without notifying Onbold.

13. Insurance

The insurance required for a Product is stated in the Product Schedule. Product approval must identify the required Supplier cover and any reliance on Onbold cover; no approval may assume a category is insured without confirming the relevant cover and exclusions.

Onbold may require, as applicable:

product and public liability insurance for physical Products;
technology errors and omissions and/or cyber insurance for Digital Products; or
professional indemnity insurance for Services.

The Supplier must provide evidence of required insurance on enrolment and renewal and notify Onbold promptly of cancellation or material reduction. Any exception to Supplier insurance must be expressly recorded with the alternative protection and applicable category restrictions.

Insurance does not limit the Supplier's liability under this Agreement.

Where Onbold elects to maintain its own insurance for a permitted Product category, that does not reduce the Supplier's obligations or liability unless expressly agreed.

14. Conformity recourse and indemnities

The Supplier is responsible to Onbold for Buyer liabilities caused by the Product or the Supplier.

The Supplier shall indemnify Onbold, its affiliates and their officers and employees against losses, liabilities, damages, refunds, price reductions, penalties, fines, reasonable legal and professional costs and other amounts arising from:

infringement of intellectual property rights by the Product or its sale;
unsafe, defective or non-compliant physical Products;
Product recalls or corrective actions;
regulatory, customs, Product-compliance or Excluded-Category breaches by the Supplier;
Product non-conformity and statutory Buyer remedies attributable to the Product or Supplier;
failure to provide or continue a Digital Product as required;
Product-liability claims relating to a Digital Product where liability reaches Onbold;
the Supplier's breach of data-protection law in respect of data it controls; and
performance, non-performance, regulatory or intellectual-property claims relating to a Service.

These indemnities and the Supplier's liability for Product conformity are not subject to a contractual monetary cap, to the fullest extent permitted by law.

Onbold is not required to contest a Buyer claim or mandatory Buyer remedy before seeking recourse where Onbold acted reasonably.

The Supplier may conduct the defence of an indemnified third-party claim with counsel reasonably acceptable to Onbold, but may not settle in a manner that admits wrongdoing by Onbold, imposes an obligation on Onbold, fails to release Onbold, or prejudices an acquiring, regulatory or card-scheme relationship.

Onbold may retain control of any recall, regulatory matter or matter reasonably capable of affecting its acquiring, sponsor or card-scheme relationship, at the Supplier's cost where indemnified.

15. Limitation of Onbold's liability

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.

Subject to that, Onbold is not liable to the Supplier for indirect or consequential loss or for loss of profit, revenue, business, goodwill, anticipated savings or opportunity.

Onbold's aggregate liability to the Supplier, excluding Settlement properly due, is limited to the cap expressly agreed in the Product Schedule.

The Supplier's uncapped liabilities under clause 14 are not subject to this cap.

16. Data protection and confidentiality

The Onbold Privacy Policy explains Onbold's processing of personal data. It is a notice and does not replace the obligations in this clause.

For the ordinary Onbold commerce model, Onbold and the Supplier act as independent controllers of the personal data each determines the purposes and means of processing.

Onbold controls transaction, payment, tax, fraud-prevention and related Buyer data used for the retail transaction.

The Supplier controls Product-account, Product-use, fulfilment and Product-support data for which it determines the purposes and means.

Each party must:

comply with applicable data-protection law;
maintain a valid lawful basis;
provide its own privacy notice;
maintain appropriate security;
handle data-subject requests directed to it;
cooperate reasonably where an incident or request affects the other party; and
use a lawful transfer mechanism for restricted international transfers.

If a particular integration creates a processor relationship, the parties will execute an appropriate data-processing agreement for that processing.

Each party shall notify the other without undue delay of a personal-data breach affecting shared data, provide information necessary for the other's response, and meet any shorter incident target in the Product Schedule. Each remains responsible for its own regulatory notifications. Sharing is limited to necessary data and permitted purposes; the parties maintain appropriate notices, lawful transfer mechanisms and retention controls. Neither may use transaction data for unrelated marketing merely because it was disclosed to perform a purchase.

Each party must keep the other's confidential information confidential and use it only for this Agreement, except where disclosure is required by law, a regulator, acquirer or card scheme.

17. Insolvency and wind-down

The Supplier must notify Onbold immediately if it becomes insolvent, decides to cease trading, or decides to discontinue an enrolled Product.

The Supplier must cooperate in an orderly wind-down that protects existing Buyer entitlements.

Onbold may use available settlement, deferred consideration, reserve and security to meet or secure Buyer refunds, conformity claims, undelivered orders and other surviving Supplier obligations.

For Digital Products with material unexpired Buyer commitments, the Product Schedule may require specific continuity, transition, escrow or wind-down arrangements.

Termination does not extinguish existing Buyer entitlements or Supplier liabilities relating to transactions completed before termination.

18. Suspension and termination

This Agreement begins on the effective date stated in the Product Schedule and continues until terminated.

Either party may terminate for convenience on 60 days' written notice.

Onbold may suspend a Product or Supplier immediately, or terminate immediately, where reasonably necessary because:

the Supplier materially breaches this Agreement;
an Excluded Category or unlawful Product is supplied;
the Supplier becomes insolvent;
Buyer harm, Product safety or serious compliance concerns arise;
fraud, transaction laundering or material misrepresentation is suspected;
an acquirer, sponsor, card scheme, regulator or competent authority requires or reasonably prompts the action; or
continued supply creates a material risk to Onbold's legal, financial, regulatory or acquiring position.

Onbold's liability for such suspension or termination is limited to Settlement properly accrued, subject to Onbold's rights of set-off, withholding and reserve.

Clauses concerning Buyer entitlements, settlement, reserves, Buyer losses, indemnities, confidentiality, data and any liability intended to survive remain effective for as long as the relevant obligation remains live.

19. General

The Supplier may not assign this Agreement without Onbold's written consent. Onbold may assign it to an affiliate or successor.

This Agreement, its Product Schedules and incorporated policies constitute the entire agreement between the parties concerning the Programme.

If terms conflict:

Schedule 2 prevails as to what may be sold, subject only to an express extension that Schedule 2 itself permits;
a Product Schedule prevails for Product-specific commercial and operating terms;
this Agreement prevails otherwise.

A failure or delay to enforce a right is not a waiver. If any provision is unenforceable, the remainder continues in effect.

Notices must be sent to the addresses or electronic contacts stated in the Product Schedule or notified in writing.

This Agreement is governed by the law of the Republic of Cyprus, and the courts of the Republic of Cyprus have exclusive jurisdiction.

SCHEDULE 1 — PRODUCT SCHEDULE: OVERVIEW

A Product Schedule records the particulars agreed between Onbold and a Supplier for an approved Product or product line. This public overview explains its contents; it does not supply default commercial terms or replace a Supplier’s agreed Product Schedule.

Supplier, Products and markets

The Product Schedule identifies the Supplier, the Product or product line, its classification as physical goods, a Digital Product, digital content or a B2B Service, and the approved markets, categories and limitations.

Buyer interface and withdrawal treatment

The Product Schedule records whether separate Supplier Product Terms are unnecessary, incorporated into the purchase, or require separate assent, together with the applicable terms and version where relevant.

It identifies the withdrawal treatment for the actual supply: standard goods withdrawal, immediate digital-content supply, immediate service performance, a statutory exception, or a purchase outside the consumer regime. The classification basis and any exception conditions, approved buyer regimes, business-capacity evidence and permission for immediate supply are recorded as applicable.

Product-specific operating controls

The Product Schedule records the applicable:

Digital hosting and delivery model.
Physical-product Economic Operator or responsible person.
Approved customs and import arrangement, including the prepaid-charge requirements in clause 7.
Mandatory physical-goods tracking requirement, supported carrier and validation route, and required status of at least in transit or a stricter agreed status.
Return recipient and full address for each region, return-cost disclosure, and supplier response and receipt-notification targets.
Service statement of work and B2B controls.

Commercial terms

The Product Schedule sets out the agreed Added or Inclusive pricing basis, Margin or rate card, settlement currency and cycle, initial hold or fulfilment gate, in-life deferred consideration, exit run-off reserve, additional security, and any exposure or value-in-flight limit.

Any fixed per-event consideration reduction must identify the agreed event, amount, currency and trigger. No charge, reserve rate or other commercial election is supplied by this public overview.

Insurance and other agreed particulars

The Product Schedule states required insurance and minimum cover, the expressly agreed Onbold liability cap, the effective date, notice contacts, approval and evidence references, and any agreed Product-specific deviation from the framework.

Applicable particulars are agreed separately before the Agreement is entered into. Their omission from this public reference copy does not authorise either party to select a charge, cap, reserve or exception unilaterally.

SCHEDULE 2 — PRODUCT SCOPE AND RESTRICTIONS

Only Products, markets and operating models enrolled in a Product Schedule may be supplied. An MCC identifies activity; it does not approve every Product within that activity or override an applicable restriction. Onbold assesses enrolment against its approved launch scope. The executed Agreement and Product Schedule determine the Supplier's contractual permissions; an internal document change alone does not amend them.

Excluded activities. The Supplier must not supply unlawful, counterfeit, infringing or unauthorised branded Products; gambling/betting, betting-tip, lottery, sweepstakes/prize-giveaway or penny-auction models; adult, escort or dating services; payment/remittance, financial, investment, insurance, crypto/NFT, staged-prepaid or wallet services; predatory lending, debt-relief, credit-repair or collection-agency activity; pharmacy/prescription, synthetic/psychoactive drug or drug-paraphernalia products; cannabis/CBD, vape or restricted weapon products; travel/ticketing; online marketplaces involving third-party seller aggregation; regulated professional Services under the restriction in clause 8; deceptive negative-option models; DRM-circumvention/illegal technology; misleading product claims; or hate/violence/exploitation content. These restrictions concern actual activities, not every unrelated business sharing an illustrative MCC. Onbold's own principal purchase/resale arrangement under this Agreement is distinct from a Supplier operating a third-party marketplace.

Product approval. Approved categories may include adult and children's clothing, footwear, toys/hobbies, gifts, sporting goods, home furnishings, appliances, electronics (including battery-powered products), garden/patio goods, pet products, cosmetics/skincare, selected food/supplements, digital Products and non-regulated B2B Services. There is no blanket exclusion based solely on child appeal, a lithium cell, cosmetics classification or dropship fulfilment. The actual Product must meet applicable safety, authenticity, labelling, claims, traceability and market requirements, and any specific conditions in its Product Schedule. Inclusion of a broad category does not approve every specialist Product within it.

The Supplier must provide relevant conformity, ingredient/claims, rights, operator, fulfilment and return evidence proportionate to the Product. The parties must discharge any legal roles they actually occupy; assigning a contractual label or naming another operator does not remove a duty imposed by law. Required insurance and other commercial safeguards are those agreed under clause 13 and the Product Schedule, not an assumed blanket new policy requirement for every category.

Retained product exclusions. Unless a separately agreed lawful extension expressly permits them, the selected portfolio excludes medical devices, prescription/injectable products, restricted ingredients and unauthorised medical claims; weight-loss/appetite-suppressant/fat-burner, sexual-enhancement, hormone-booster or psychoactive supplement products; gas/industrial appliances, fixed electrical installations, heating systems and commercial kitchen equipment; telecom contracts, refurbished phones, drones, surveillance and crypto-mining equipment; pesticides, herbicides, agricultural chemicals, chainsaws and fuel-powered garden equipment; and furniture requiring specialist delivery. Unresolved device classifications are assessed for the specific Product, not converted into a ban on an entire cosmetics or electronics category.

Restricted activities and gaming. An activity subject to prior acquiring approval may be enrolled only under the applicable permission and conditions. For gaming-related Products, skin dealing, account trading/sharing, account-sharing boosting/farming, multiplayer cheats and competitive hacks are not permitted. Currency dealing, game/software keys, loot boxes, duo/rank boosting, single-player cheats/trainers, mods and mixed gaming models require the review/permission specified for the actual model. Game keys require appropriate reseller rights. Gambling remains excluded even where a general acquiring policy provides a licensed route. Legitimate gaming coaching and vanilla-server models may be enrolled under the applicable scope. No additional MCC is created merely to separate these subtypes.

Dropshipping and international suppliers. Dropshipping may be approved for the selected retail categories, including toys, electronics, appliances and cosmetics, without a blanket separate-programme requirement. All applicable product, fulfilment, customs-prepayment, tracking, return and acquiring conditions still apply. Supplier domicile alone does not create a blanket US or international exclusion; the Product Schedule must specify the countries and arrangements actually activated for that Supplier.

Onbold may restrict future sales where justified by applicable law, acquiring/scheme requirements, actual operational limitations or an expressly adopted commercial policy. The affected activity and basis are recorded; the restriction does not extinguish obligations for existing sales.