Welcome to Portal!

This Portal Services Agreement includes this introduction, the General Terms,
Definitions, Services Terms, and incorporated documents and terms
(“Agreement”) and forms a legal agreement among Portal Payments Europe,
Limited (“SPEL”); Portal Payments UK, Ltd (“Portal PSP”); and the entity or
sole proprietor on whose behalf a Portal account is created (“you” and “your”) to
receive certain payment processing, data, technology and analytics, or other
business services offered by Portal and its Affiliates. Portal PSP is a party to this
Agreement solely for the purposes of (a) providing Authorised Payment Services
(as Section 5.3 of the General Terms describes); and (b) acting as a Payment
Method Acquirer. Each reference in this Agreement to “Portal” means SPEL,
except to the extent that the reference relates to providing Authorised Payment
Services, in which case “Portal” means Portal PSP. This Agreement states the
terms and conditions that apply to your use of the Services.
This Agreement is effective upon the date you first access or use the Services
(“Effective Date”) and continues until you or Portal terminates it (this period,
the “Term”). Capitalised terms used in this Agreement that are not defined
inline are defined in the Definitions.
As referenced in Section 13 of the General Terms, any dispute between you and
Portal must be resolved by arbitration. Please read the arbitration provision in
this Agreement as it affects your rights under this Agreement.
General Terms
Last modified: November 17, 2022
You and Portal agree as follows:

1. Your Portal Account.

1.1 Eligibility.
Only businesses (including sole proprietors) and non-profit organisations located
in the United Kingdom are eligible to apply for a Portal Account and use the
Services. Portal and its Affiliates may provide Services to you or your Affiliates
in other countries or regions under separate agreements. You and your
Representative must not attempt to create a Portal Account on behalf of or for
the benefit of a user whose use of the Portal services was suspended or
terminated by Portal, unless Portal approves otherwise.

1.2 Business Representative.

You and your Representative individually affirm to Portal that (a) your
Representative is authorised to provide User Information on your behalf and to
bind you to this Agreement; and (b) your Representative is an executive officer,
director, senior manager or otherwise has significant responsibility for the
control, management or direction of your business. Portal may require you or
your Representative to provide additional information or documentation
demonstrating your Representative’s authority.

1.3 Sole Proprietors.

If you are a sole proprietor, you and your Representative also affirm that your
Representative is personally responsible and liable for your use of the Services
and your obligations to Customers, including payment of amounts you owe
under this Agreement.

1.4 Age Requirements.

If you are a sole proprietor, and you are not old enough to enter into a contract
on your own behalf (which is commonly but not always 18 years old), but you
are 13 years old or older, your Representative must be your parent or legal
guardian. If you are a legal entity that is owned, directly or indirectly, by an
individual who is not old enough to enter into a contract on their own behalf, but
the individual is 13 years old or older, your Representative must obtain the
consent of either your board or an authorised officer. The approving board,
authorised officer, parent or legal guardian is responsible to Portal and is legally
bound to this Agreement as if it had agreed to this Agreement itself. You must
not use the Services if you are under 13 years of age.

2. Services and Support.

2.1 Services.
Portal (and its Affiliates, as applicable) will make available to you the Services,
including those described in the applicable Services Terms, and, if applicable,
give you access to a Portal Dashboard.

2.2 Services Terms; Order of Precedence.

The Services Terms contain specific terms governing the parties’ rights and
obligations related to the Services described in those Services Terms. If there are
no Services Terms for a particular Portal service, then only these General Terms
govern. By accessing or using a Service, you agree to comply with the applicable
Services Terms. If any term in these General Terms conflicts with a term in any
Services Terms or set of terms incorporated by reference into this Agreement,
then unless terms of lower precedence expressly state to the contrary, the order
of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all
terms incorporated by reference into this Agreement. Your access to or use of the
Services may also be subject to additional terms to which you agree through the
Portal Dashboard.

2.3 Service Modifications and Updates.

Portal may modify the Services and Portal Technology at any time, including
adding or removing functionality or imposing conditions on use of the Services.
Portal will notify you of material adverse changes in, deprecations to, or removal
of functionality from, Services or Portal Technology that you are using. Portal is
not obligated to provide any Updates. However, if Portal makes an Update
available, you must fully install the Update by the date or within the time period
stated in Portal’s notice; or, if there is no date or period stated in the notice, then
no later than 30 days after the date of the notice.

2.4 Subcontracting.
Portal may subcontract its obligations under this Agreement to third parties.

2.5 Services Restrictions.

You may only use the Services for business purposes. You must not, and must
not enable or allow any third party to:
(a) use the Services for personal, family or household purposes;
(b) act as service bureau or pass-through agent for the Services with no added
value to Customers;
(c) work around any of the technical limitations of the Services or enable
functionality that is disabled or prohibited, or access or attempt to access non-
public Portal systems, programs, data, or services;
(d) except to the extent Law permits, reverse engineer or attempt to reverse
engineer the Services or Portal Technology(e) use the Services to engage in any
activity that is illegal, fraudulent, deceptive or harmful;
(f) perform or attempt to perform any action that interferes with the normal
operation of the Services or affects other Portal users’ use of Portal services; or
(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any
way, any part of the Services, Documentation, or the Portal Website except as
permitted by Law.

2.6 Beta Services.

(a) Classification. Portal may classify certain Portal services or Portal
Technology, including a particular release or feature, as Beta. A Portal service
may be generally available in some circumstances (e.g., in some countries or
regions) while still classified as Beta in other circumstances.
(b) Nature of Beta Services. By their nature, Beta Services may be feature-
incomplete or contain bugs. Portal may describe limitations that exist within a
Beta Service; however, your reliance on the accuracy or completeness of these
descriptions is at your own risk. You should not use Beta Services in a
production environment until and unless you understand and accept the
limitations and flaws that may be present in the Beta Services.
(c) Feedback. Unless Portal otherwise agrees in writing, your use of Beta
Services is confidential, and you must provide timely Feedback on the Beta
Services in response to Portal requests.
(d) Availability During Beta Period. Portal may suspend or terminate your access
to any Beta Services at any time.

2.7 Support.
Portal will provide you with support to resolve general issues relating to your
Portal Account and your use of the Services through resources and
documentation that Portal makes available on the Portal Website and in the
Documentation. Portal’s support is also available by contacting Portal at contact
us. Portal is not responsible for providing support to Customers.

2.8 Third-Party Services.

Portal may reference, enable you to access, or promote (including on the Portal
Website) Third-Party Services. These Third-Party Services are provided for your
convenience only and Portal does not approve, endorse, or recommend any
Third-Party Services to you. Your access and use of any Third-Party Service
is at your own risk and Portal disclaims all responsibility and liability for
your use of any Third-Party Service. Third-Party Services are not Services
and are not governed by this Agreement or Portal’s Privacy Policy. Your
use of any Third-Party Service, including those linked from the Portal
Website, is subject to that Third-Party Service’s own terms of use and
privacy policies (if any).

3. Information; Your Business.

3.1 User Information.

Upon Portal’s request, you must provide User Information to Portal in a form
satisfactory to Portal. You must keep the User Information in your Portal
Account current. You must promptly update your Portal Account with any
changes affecting you, the nature of your business activities, your
Representative, beneficial owners, principals, or any other pertinent information.
You must immediately notify Portal, and provide to Portal updated User
Information, if (a) you experience or anticipate experiencing a Change of
Control; (b) 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 Proceeding; (c) the regulatory status of the business for
which you are using the Services changes, including if it becomes subject, or no
longer subject, to regulatory oversight; or (d) a Governmental Authority has
notified you that you or your business is the subject of investigative action.

3.2 Information Retrieved by Portal.

You authorise Portal to retrieve information about you and your business from
Portal’s service providers and other third parties, including credit reporting
agencies, banking partners and information bureaus, and you authorise and direct
those third parties to compile and provide that information to Portal. This
information may include your, or your Representative’s, name, addresses, credit
history, banking relationships, and financial history.

4. Services Fees; Taxes.

4.1 Services Fees.

The Fees are stated on the Portal Pricing Page, unless you and Portal otherwise
agree in writing. Portal may revise the Fees at any time. If Portal revises the Fees
for a Service that you are currently using, Portal will notify you at least 30 days
(or a longer period if Law requires) before the revised Fees apply to you.

4.2 Collection of Fees and Other Amounts.

You must pay, or ensure that Portal is able to collect, Fees and other amounts
you owe under this Agreement when due. Portal may deduct, recoup or setoff
Fees and other amounts you owe under this Agreement, or under any other
agreements you have with Portal or any of its Affiliates, from your Portal
Account balance, or invoice you for those amounts. If you fail to pay invoiced
amounts when due, if your Portal Account balance is negative or does not
contain funds sufficient to pay amounts that you owe under this Agreement, or
under any other agreement with Portal or any of its Affiliates, or if Portal is
unable to collect amounts due from your Portal Account balance, then Portal
may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a)
if established and applicable, each Reserve; (b) funds payable by Portal or its
Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve;
(d) each User Bank Account; and (e) the Portal account balance of each Portal
account that Portal determines, acting reasonably, is associated with you or your
Affiliate. If the currency of the amount being deducted is different from the
currency of the amount you owe, Portal may deduct, recoup or setoff an amount
equal to the amount owed (using Portal’s conversion rate) together with any fees
Portal incurs in making the conversion.

4.3 Debit Authorisation.

Without limiting Section 4.2 of these General Terms, you authorise Portal to
debit each User Bank Account without separate notice, and according to the
applicable User Bank Account Debit Authorisation , to collect amounts you owe
under this Agreement. If Portal is unable to collect those amounts by debiting a
User Bank Account, then you immediately grant to Portal a new, original
authorisation to debit each User Bank Account without notice and according to
the applicable User Bank Account Debit Authorisation . Portal may rely on this
authorisation to make one or more attempts to collect all or a subset of the
amounts owed. Your authorisation under this Section 4.3 will remain in full
force and effect until (a) all of your Portal Accounts are closed; or (b) all fees
and other amounts you owe under this Agreement are paid, whichever occurs
later. If applicable debit scheme authorisation rules grant you the right to revoke
your debit authorisation, then to the extent Law permits, you waive that right.

4.4 Taxes.
Portal’s fees exclude all Taxes, except as the Portal Pricing Page states to the
contrary. You have sole responsibility and liability for:
(a) determining which, if any, Taxes or fees apply to the sale of your products
and services, acceptance of donations, or payments you make or receive in
connection with your use of the Services; and
(b) assessing, collecting, reporting and remitting Taxes for your business. If
Portal is required to withhold any Taxes, Portal may deduct those Taxes from
amounts otherwise owed to you and pay those Taxes to the appropriate taxing
authority. If you are exempt from paying, or are otherwise eligible to pay a
reduced rate on, those Taxes, you may provide to Portal an original certificate
that satisfies applicable legal requirements attesting to your tax-exempt status or
reduced rate eligibility, in which case Portal will not deduct the Taxes covered
by the certificate. You must provide accurate information regarding your tax
affairs as Portal reasonably requests, and must promptly notify Portal if any
information that Portal prepopulates is inaccurate or incomplete. Portal may send
documents to you and taxing authorities for transactions processed using the
Services. Specifically, Law may require Portal to file periodic informational
returns with taxing authorities related to your use of the Services. Portal may
send tax-related information electronically to you.

5. User Bank Accounts; Funds.

5.1 User Bank Accounts; Prohibition on Grant or Assignment.

You must designate at least one User Bank Account in connection with the
Services. Portal may debit and credit a User Bank Account as described in this
Agreement. You must not grant or assign to any third party any lien on or
interest in funds that may be owed to you under this Agreement until the funds
are deposited into a User Bank Account.

5.2 Investment of Funds.

To the extent Law and the applicable Financial Services Terms permit, Portal
may invest the funds that it holds into liquid investments. Portal owns the
earnings from these investments. You irrevocably assign to Portal all rights you
have (if any) to earnings from these investments.

5.3 Authorised Payment Services.

The U.K. Financial Conduct Authority has authorised Portal PSP as an electronic
money institution under reference number 900461. Portal PSP does not offer any
form of deposit or savings account. Portal PSP is not part of the Financial
Services Compensation Scheme or the Deposit Guarantee Scheme. To the extent
the Services are Authorised Payment Services, Portal PSP is the only provider of
those Services. As the provider of Authorised Payment Services, Portal PSP will
be the only Portal party liable to you for collecting payment proceeds from
Transactions on your behalf, safeguarding those proceeds, and settling those
proceeds to your User Bank Account or as you otherwise direct. Portal is not a
bank, and does not accept deposits.

5.4 E-Money Services; Using a Third-Party Payment Services Provider.

(a) E-money Services. Depending on your location and, if applicable, your
Connected Accounts’ location, Portal may offer E-money Services to you. The
terms in this Section 5.4 only apply if Portal provides E-money Services to you.
You may use the Services to purchase E-money from Portal, to send and receive
E-money, and, if applicable, to transfer E-money to Connected Accounts. You
will not receive any earnings from E-money that Portal issues or holds. If Portal
holds E-money for you, Portal will safeguard that E-money according to Law.
You may use the Portal Technology to redeem E-money Portal holds for you for
par value, and Portal will settle funds to the User Bank Account according to the
Payout Schedule.
(b) Using a Third-Party Payment Service Provider (TPP). If Portal provides a
Payment Account to you, you may enable a TPP to access information regarding
that Payment Account or make payments from the Payment Account according
to Law. You must ensure that each TPP you use (if any) is authorised or
registered with the applicable Governmental Authority. Notwithstanding
anything to the contrary in this Agreement, as among the parties, you are liable
for the TPP’s acts and omissions. If necessary to allow the TPP to access your
Payment Account, you may provide your Portal Account credentials to the TPP.
Portal may refuse to allow any TPP to access information regarding your
Payment Account if Portal reasonably believes that the TPP’s actions are
unauthorised, fraudulent or illegal. Unless Law prohibits notification, Portal will
notify you if Portal takes this action. You must notify Portal immediately if you
believe a payment made through a TPP was unauthorised or incorrect.

6. Termination; Suspension; Survival.

6.1 Termination.
(a) Your Termination. You may terminate this Agreement at any time by closing
your Portal Account. To do so, you must open the account information tab in
your account settings , select “close my account” and stop using the Services. If
after termination you use the Services again, this Agreement will apply with an
Effective Date that is the date on which you first use the Services again.
(b) Portal Termination. Portal may terminate this Agreement (or any part) or
close your Portal Account at any time for any or no reason (including if any
event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying
you. In addition, Portal may terminate this Agreement (or relevant part) for
cause if Portal exercises its right to suspend Services (including under Section
6.2 of these General Terms) and does not reinstate the suspended Services within
30 days.
(c) Termination for Material Breach. A party may terminate this Agreement
immediately upon notice to the other parties if any of the other parties materially
breaches this Agreement, and if capable of cure, does not cure the breach within
10 days after receiving notice specifying the breach. If the material breach
affects only certain Services, the non-breaching party that served the notice may
choose to terminate only the affected Services.
(d) Effect on Other Agreements. Unless stated to the contrary, termination of this
Agreement will not affect any other agreement between the parties or their
Affiliates.

6.2 Suspension.
Portal may immediately suspend providing any or all Services to you, and your
access to the Portal Technology, if:
(a) Portal believes it will violate any Law, Financial Services Terms or
Governmental Authority requirement;
(b) a Governmental Authority or a Financial Partner requires or directs Portal to
do so;
(c) you do not update in a timely manner your implementation of the Services or
Portal Technology to the latest production version Portal recommends or
requires;
(d) you do not respond in a timely manner to Portal’s request for User
Information or do not provide Portal adequate time to verify and process updated
User Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) you breach any Financial Services Terms;
(g) you enter an Insolvency Proceeding;
(h) Portal believes that you are engaged in a business, trading practice or other
activity that presents an unacceptable risk to Portal; or
(i) Portal believes that your use of the Services (i) is or may be harmful to Portal
or any third party; (ii) presents an unacceptable level of credit risk; (iii)
increases, or may increase, the rate of fraud that Portal observes; (iv) degrades,
or may degrade, the security, stability or reliability of the Portal services, Portal
Technology or any third party’s system (e.g., your involvement in a distributed
denial of service attack);
(v) enables or facilitates, or may enable or facilitate, illegal or prohibited
transactions; or (vi) is or may be unlawful.

6.3 Survival.
The following will survive termination of this Agreement:
(a) provisions that by their nature are intended to survive termination (including
Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and
(b) provisions that allocate risk, or limit or exclude a party’s liability, to the
extent necessary to ensure that a party’s potential liability for acts and omissions
that occur during the Term remains unchanged after this Agreement terminates.

7. Use Rights.

7.1 Use of Services.

Subject to the terms of this Agreement, Portal grants you a worldwide, non-
exclusive, non-transferable, non-sublicensable, royalty-free license during the
Term to access the Documentation, and access and use the Portal Technology, as
long as your access and use is (a) solely as necessary to use the Services; (b)
solely for your business purposes; and (c) in compliance with this Agreement
and the Documentation.

7.2 Feedback.
During the Term, you and your Affiliates may provide Feedback to Portal or its
Affiliates. You grant, on behalf of yourself and your Affiliates, to Portal and its
Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free
license to exploit that Feedback for any purpose, including developing,
improving, manufacturing, promoting, selling and maintaining the Portal
services. All Feedback is Portal’s confidential information.

7.3 Marks Usage.

Subject to the terms of this Agreement, SPEL grants to you and your Affiliates,
and you grant to SPEL and its Affiliates, a worldwide, non-exclusive, non-
transferable, non-sublicensable, royalty-free license during the Term to use the
Marks of the grantor party or its Affiliate solely to identify Portal as your service
provider. Accordingly, Portal and its Affiliates may use those Marks:
(a) on Portal webpages and apps that identify Portal’s customers;
(b) in Portal sales/marketing materials and communications; and
(c) in connection with promotional activities to which the parties agree in
writing.
When using Marks of Portal or its Affiliate, you must comply with the Portal
Marks Usage Terms and all additional usage terms and guidelines that Portal
provides to you in writing (if any). All goodwill generated from the use of Marks
will inure to the sole benefit of the Mark owner.

7.4 No Joint Development; Reservation of Rights.

Any joint development between the parties will require and be subject to a
separate agreement between the parties. Nothing in this Agreement assigns or
transfers ownership of any IP Rights to any party. All rights (including IP
Rights) not expressly granted in this Agreement are reserved.

8. Privacy and Data Use.

8.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law.
Portal’s Privacy Policy explains how and for what purposes Portal collects, uses,
retains, discloses and safeguards the Personal Data you provide to Portal.

8.2 Personal Data.

When you provide Personal Data to Portal, or authorise Portal to collect Personal
Data, you must provide all necessary notices to and obtain all necessary rights
and consents from the applicable individuals (including your Customers)
sufficient to enable Portal to lawfully collect, use, retain and disclose the
Personal Data in the ways this Agreement and Portal’s Privacy Policy describe.
Portal will not sell or lease Personal Data that Portal receives from you to any
third party in accordance with Portal’s Privacy Policy.

8.3 Protected Data.

To the extent Law permits, Portal will use Protected Data to (a) secure, provide,
provide access to, and update the Portal services; (b) fulfil its obligations under
Law, and comply with Financial Partner and Governmental Authority
requirements and requests; and (c) prevent and mitigate fraud, financial loss, and
other harm. Portal is not obligated to retain Protected Data after the Term, except
as (w) required by Law; (x) required for Portal to perform any post-termination
obligations; (y) this Agreement otherwise states; or (z) the parties otherwise
agree in writing. You are responsible for being aware of and complying with
Law governing your use, storage and disclosure of Protected Data.

8.4 Portal Data.

You may use the Portal Data only as this Agreement and other agreements
between Portal and you (or their Affiliates) permit.

8.5 Data Processing Agreement.

The Data Processing Agreement , including the Approved Data Transfer
Mechanisms (as defined in the Data Processing Agreement) that apply to your
use of the Services and transfer of Personal Data, is incorporated into this
Agreement by this reference. Each party will comply with the terms of the Data
Processing Agreement and will train its employees on DP Law.

8.6 Use of Fraud Signals.

If Portal provides you with information regarding the possibility or likelihood
that a transaction may be fraudulent or that an individual cannot be verified,
Portal may incorporate your subsequent actions and inactions into Portal’s fraud
and verification model, for the purpose of identifying future potential fraud.
Please see the Portal Privacy Center for more information on Portal’s collection
of end-customer data for this purpose and for guidance on how to notify your
Customers.

9. Data Security.

9.1 Controls.
Each party will maintain commercially reasonable administrative, technical, and
physical controls designed to protect data in its possession or under its control
from unauthorised access, accidental loss and unauthorised modification. You
are responsible for implementing administrative, technical, and physical controls
that are appropriate for your business.

9.2 PCI-DSS.
Portal will make reasonable efforts to provide the Services in a manner
consistent with PCI-DSS requirements that apply to Portal.

9.3 Portal Account Credentials.

You must prevent any Credential Compromise, and otherwise ensure that your
Portal Account is not used or modified by anyone other than you and your
representatives. If a Credential Compromise occurs, you must promptly notify
and cooperate with Portal, including by providing information that Portal
requests. Any act or failure to act by Portal will not diminish your responsibility
for Credential Compromises.

9.4 Data Breach.

You must notify Portal immediately if you become aware of an unauthorised
acquisition, modification, disclosure, access to, or loss of Personal Data on your
systems.

9.5 Audit Rights.

If Portal believes that a compromise of data has occurred on your systems,
website, or app, Portal may require you to permit a Portal 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. Portal may share with Financial Services Partners any report the auditor
issues.

10. Representations and Warranties.

10.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term,
that:
(a) you have the right, power, and ability to enter into and perform under this
Agreement;
(b) you are a business (which may be a sole proprietor) or a non-profit
organisation located in the United Kingdom and are eligible to apply for a Portal
account and use the Services;
(c) you have, and comply with, all necessary rights, consents, licenses, and
approvals for the operation of your business and to allow you to access and use
the Services in compliance with this Agreement and Law;
(d) your employees, contractors and agents are acting consistently with this
Agreement;
(e) your use of the Services does not violate or infringe upon any third-party
rights, including IP Rights, and you have obtained, as applicable, all necessary
rights and permissions to enable your use of Content in connection with the
Services;
(f) you are authorised to initiate settlements to and debits from the User Bank
Accounts;
(g) you comply with Law with respect to your business, your use of the Services
and Portal Technology, and the performance of your obligations in this
Agreement;
(h) you comply with the Documentation;
(i) you comply with the Financial Services Terms, and are not engaging in
activity that any Financial Partner identifies as damaging to its brand;
(j) you do not use the Services to conduct a Restricted Business, transact with
any Restricted Business, or enable any individual or entity (including you) to
benefit from any Restricted Business;
(k) you are the named account holder of each User Bank Account, and each User
Bank Account is located in a Portal-approved country for the location of your
Portal Account, as described in the Documentation; and
(l) all information you provide to Portal, including the User Information, is
accurate and complete.

10.2 Scope of Application.

Unless this Agreement states to the contrary elsewhere, the representations and
warranties in Sections 10.1 and 15.9 of these General Terms apply generally to
your performance under this Agreement. Additional representations and
warranties that apply only to a specific Service may be included in the Services
Terms.

11. Indemnity.

11.1 Portal IP Infringement.

(a) Defence and Indemnification. Portal will defend you against any IP Claim
and indemnify you against all IP Claim Losses.
(b) Limitations. Portal’s obligations in this Section 11.1 do not apply if the
allegations do not specify that the Portal Technology, Services, or Mark of Portal
or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP
Claim Losses arise out of:
(i) the use of the Portal Technology or Services in combination with software,
hardware, data, or processes not provided by Portal;
(ii) failure to implement, maintain and use the Portal Technology or Services in
accordance with the Documentation and this Agreement;
(iii) your breach of this Agreement; or
(iv) your negligence, fraud or wilful misconduct.
(c) Process. You must promptly notify Portal of the IP Claim for which you seek
indemnification; however, any delay or failure to notify will not relieve Portal of
its obligations under this Section 11, except to the extent Portal has been
prejudiced by the delay or failure. You must give Portal 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) Portal will not enter into any settlement that imposes
any obligation on you (other than payment of money, which Portal will pay)
without your consent. You must reasonably assist Portal in defending the IP
Claim.
(d) Other Portal Actions. Portal may in its discretion and at no additional
expense to you:
(i) modify the Portal Technology or Services so that they are no longer claimed
to infringe or misappropriate IP Rights of a third party;
(ii) replace the affected Portal Technology or Services with a non-infringing
alternative;
(iii) obtain a license for you to continue to use the affected Portal Technology,
Services, or Mark; or
(iv) terminate your use of the affected Portal Technology, Services, or Mark
upon 30 days’ notice.
(e) Exclusive Remedy. This Section 11.1 states Portal’s sole liability, and
your sole and exclusive right and remedy, for infringement by the Portal
Technology, Services, or Marks of Portal or its Affiliate, including any IP
Claim.

11.2 User Indemnification.

(a) Defence. You will defend the Portal Parties against any Claim made against
any of the Portal Parties to the extent arising out of or relating to:
(i) your breach of any of your representations, warranties or obligations under
this Agreement;
(ii) your use of the Services, including use of Personal Data;
(iii) an allegation that any of the Marks you license to Portal, or your Content,
infringes on or misappropriates the rights, including IP Rights, of the third party
making the Claim; or
(iv) a User Party’s negligence, wilful misconduct or fraud.
(b) Indemnification. You will indemnify the Portal Parties against all Portal
Losses arising out of or relating to Claims described in this Section 11.2.

12. Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the
failure of the essential purpose of any limited remedy.

12.1 Disclaimer.
Portal provides the Services and Portal Technology “AS IS” and “AS
AVAILABLE”. Except as expressly stated as a “warranty” in this
Agreement, and to the maximum extent permitted by Law, Portal 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, Financial Partners, the Portal Technology, Portal Data and the
Documentation, 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. The Portal Parties are 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 Portal Account, or Protected Data, or your failure to use or
implement anti-fraud or data security measures. Further, the Portal Parties
are not liable for any losses, damages, or costs that you or others may suffer
arising out of or relating to (a) your access to, or use of, the Services in a
way that is inconsistent with this Agreement or the Documentation; (b)
unauthorised access to servers or infrastructure, or to Portal Data or
Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or
other harmful code that may be transmitted to or through the Service (e)
errors, inaccuracies, omissions or losses in or to any Protected Data or
Portal Data; (f) Content; or (g) your or another party’s defamatory,
offensive, fraudulent or illegal conduct.

12.2 LIMITATIONS ON LIABILITY.

(a) Indirect Damages. To the maximum extent permitted by Law, the Portal
Parties will not be liable to you or your Affiliates in relation to this
Agreement or the Services during and after the Term (whether in contract,
negligence, strict liability or tort, or on other legal or equitable grounds) for
any lost profits, personal injury, property damage, loss of data, business
interruption, indirect, incidental, consequential, exemplary, special,
reliance, or punitive damages, even if these losses, damages, or costs are
foreseeable, and whether or not you or the Portal Parties have been advised
of their possibility.
(b) General Damages. To the maximum extent permitted by Law, the Portal
Parties will not be liable to you or your Affiliates in relation to this
Agreement or the Services during and after the Term (whether in contract,
negligence, strict liability or tort, or on other legal or equitable grounds) for
losses, damages, or costs exceeding in the aggregate the greater of (i) the
total amount of Fees you paid to Portal (excluding all pass-through fees
levied by Financial Partners) during the 3-month period immediately
preceding the event giving rise to the liability; and (ii) $500 USD.

13. Dispute Resolution; Agreement to Arbitrate.

13.1 Governing Law.

The laws of Ireland will govern this Agreement, without giving effect to its
conflict of law principles.

13.2 Binding Arbitration.

(a) Subject to Section 13.6 of these General Terms, all disputes, claims and
controversies, whether based on past, present or future events, arising out of or
relating to statutory or common law claims, the breach, termination,
enforcement, interpretation or validity of any provision of this Agreement, and
the determination of the scope or applicability of your agreement to arbitrate any
dispute, claim or controversy originating from this Agreement, will be
determined by binding arbitration under the ICC Rules by a sole arbitrator
appointed according to the ICC Rules. The arbitrator may be the same
nationality as any of the parties, and must be a member of the Law Society of
Ireland or the Bar of Ireland, unless the parties agree otherwise. The place of
arbitration will be Dublin, Ireland. The language of the arbitration will be
English.
(b) Nothing in this Agreement will preclude the Portal Parties from making any
application or issuing any legal or insolvency proceeding in an appropriate court
under insolvency law in your jurisdiction.
(c) Nothing in this Agreement will preclude the parties from seeking injunctive
relief in aid of arbitration from a court of appropriate jurisdiction.

13.3 Arbitration Procedure.

A party must notify the other relevant parties of its intention to begin arbitration
before doing so. The notice must specify the date on which the party plans to file
the Request for Arbitration, which must be at least 30 days after the notice.

13.4 Confidentiality.
The parties will keep confidential the existence of the arbitration, the arbitration
proceeding, the hearing, all documentation submitted or exchanged in the course
of the arbitration proceeding, the submissions made by the parties and the
decision made by the arbitrator, including its awards, except (a) as necessary to
prepare for and conduct the arbitration hearing; (b) in connection with a court
application for a preliminary remedy, or confirmation of an arbitrator’s decision
or its enforcement; (c) the Portal Parties may disclose the arbitrator’s decision in
confidential settlement negotiations related to other disputes; (d) each party may
disclose as necessary to professional advisers that are subject to a strict duty of
confidentiality; and (e) as Law otherwise requires and to the extent not already in
the public domain. The parties, witnesses, and arbitrator will treat as confidential
and will not disclose to any third person (other than witnesses or experts) any
documentary or other evidence produced in any arbitration, except as Law
requires or if the evidence was obtained from the public domain or was
otherwise obtained independently from the arbitration.

13.5 Conflict of Rules.

In the case of a conflict between the provisions of this Section 13 and the ICC
Rules, the provisions of this Section 13 will prevail.

13.6 IP Rights.
Each dispute, claim and controversy (if any) principally related to any party’s IP
Rights will be resolved by litigation, and the parties submit to the non-exclusive
jurisdiction of the courts of Ireland with respect to these disputes, claims and
controversies.

14. Modifications to this Agreement.

Portal may modify all or any part of this Agreement at any time by posting a
revised version of the modified General Terms (including the introduction to this
Agreement and the Definitions), Services Terms or terms incorporated by
reference on the Portal Legal Page or by notifying you. The modified Agreement
is effective upon posting or, if Portal notifies you, as stated in the notice. For
modifications related to Authorised Payment Services, Portal will notify you as
Law requires. By continuing to use Services after the effective date of any
modification to this Agreement, you agree to be bound by the modified
Agreement. It is your responsibility to check the Portal Legal Page regularly for
modifications to this Agreement. Portal last modified these General Terms on the
date listed under the “General Terms” heading, and each set of Services Terms
on the date listed under the heading for those terms. Except as this Agreement
(including in this Section 14) otherwise allows, this Agreement may not be
modified except in a writing signed by the parties.

15. General Provisions.

15.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic
communications as described in the E-SIGN Disclosure, which is incorporated
into this Agreement by this reference.

15.2 Notices and Communications.

(a) Notices to Portal. Unless this Agreement states otherwise, for notices to
Portal, you must contact us. A notice you send to Portal is deemed to be received
when Portal receives it.
(b) Communications to you. In addition to sending you a Communication
electronically as Section 15.1 of these General Terms describes, Portal may send
you Communications by physical mail or delivery service to the postal address
listed in the applicable Portal Account. A Communication Portal sends to you is
deemed received by you on the earliest of (i) when posted to the Portal Website
or Portal Dashboard; (ii) when sent by text message or email; and (iii) three
business days after being sent by physical mail or when delivered, if sent by
delivery service.

15.3 Legal Process.

Portal may respond to and comply with any Legal Process that Portal believes to
be valid. Portal may deliver or hold any funds or, subject to the terms of Portal’s
Privacy Policy, any data as required under the Legal Process, even if you are
receiving funds or data on behalf of other parties. Where Law permits, Portal
will notify you of the Legal Process by sending a copy to the email address in
the applicable Portal Account. Portal is not responsible for any losses, whether
direct or indirect, that you may incur as a result of Portal’s response or
compliance with a Legal Process in accordance with this Section 15.3.

15.4 Collection Costs.

You are liable for all costs Portal incurs during collection of any amounts you
owe under this 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.

15.5 Interpretation.
(a) No provision of this Agreement will be construed against any party on the
basis of that party being the drafter.
(b) References to “includes” or “including” not followed by “only” or a similar
word mean “includes, without limitation” and “including, without limitation,”
respectively.
(c) Except where expressly stated otherwise in a writing executed between you
and Portal, this Agreement will prevail over any conflicting policy or agreement
for the provision or use of the Services.
(d) All references in this Agreement to any terms, documents, Law or Financial
Services Terms are to those items as they may be amended, supplemented or
replaced from time to time. All references to APIs and URLs are references to
those APIs and URLs as they may be updated or replaced.
(e) The section headings of this Agreement are for convenience only and have no
interpretive value.
(f) Unless expressly stated otherwise, any consent or approval that may be given
by a party (i) is only effective if given in writing and in advance; and (ii) may be
given or withheld in the party’s sole and absolute discretion.
(g) References to “business days” means weekdays on which banks are generally
open for business. Unless specified as business days, all references in this
Agreement to days, months or years mean calendar days, calendar months or
calendar years.
(h) Unless expressly stated to the contrary, when a party makes a decision or
determination under this Agreement, that party has the right to use its sole
discretion in making that decision or determination.
(i) The United Nations Convention on Contracts for the International Sale of
Goods will not apply to this Agreement.

15.6 Waivers.
To be effective, a waiver must be in a 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.

15.7 Force Majeure.

Portal and its Affiliates will not be liable for any losses, damages, or costs you
suffer, or delays in Portal or its Affiliates’ performance or non-performance, to
the extent caused by a Force Majeure Event.

15.8 Assignment.
You may not assign or transfer any obligation or benefit under this Agreement
without Portal’s consent. Any attempt to assign or transfer in violation of the
previous sentence will be void in each instance. If you wish to assign this
Agreement, please contact us. Portal may, without your consent, freely assign
and transfer this Agreement, including any of its rights or obligations under this
Agreement. This Agreement will be binding on, inure to the benefit of, and be
enforceable by the parties and their permitted assigns.

15.9 Export Control.

You must not use or otherwise export, re-export or transfer the Portal
Technology except as authorised by United States law and the laws of the
jurisdiction(s) in which the Portal Technology was distributed and obtained,
including by providing access to Portal Technology (a) to any individual or
entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk
Person. By using the Portal Technology, you represent as of the Effective Date
and warrant during the Term that you are not (x) located in or organised under
the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned
50% or more, or controlled, by individuals and entities (i) located in or, as
applicable, organised under the laws of any High-Risk Jurisdiction; or (ii) any of
whom or which is a High-Risk Person. You must not use the Portal Technology
for any purposes prohibited by Law, including the development, design,
manufacture or production of missiles, nuclear, chemical or biological weapons.

15.10 No Agency.
Each party, and each Financial Partner, is an independent contractor. Nothing in
this Agreement serves to establish a partnership, joint venture, or general agency
relationship between Portal and you, or with any Financial Partner. If this
Agreement expressly establishes an agency relationship between you as principal
and Portal or its Affiliate as agent, the agency conferred, including your rights as
principal and Portal’s or its Affiliate’s obligations as agent, is limited strictly to
the stated appointment and purpose and implies no duty to you, or Portal or its
Affiliate, and will in no event establish an agency relationship for tax purposes.

15.11 Severability.
If any court or Governmental Authority determines a provision of this
Agreement is unenforceable, the parties intend that this Agreement be enforced
as if the unenforceable provision were not present, and that any partially valid
and enforceable provision be enforced to the extent that it is enforceable.

15.12 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and
each party may exercise any of its rights and enforce any of its remedies under
this Agreement, along with all other rights and remedies available to it at Law, in
equity or under the Financial Services Terms. Any material breach by a party of
Section 7 or Section 8 of these General Terms could cause a non-breaching party
irreparable harm for which a non-breaching party has no adequate remedies at
law. Accordingly, each non-breaching party is entitled to seek specific
performance or injunctive relief for the breach.

15.13 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties
with respect to the Services, and supersedes all prior and contemporaneous
agreements and understandings.
Definitions
“Acquirer Terms” means the terms that a Payment Method Acquirer has
specified that apply to that Payment Method Acquirer’s services, located on or
accessible from the Portal Legal Page.
“Activity” means any action taken on or related to a Connected Account that a
Portal Connect Platform or a Connected Account initiates, submits or performs,
either through the Portal Technology or through the Portal Connect Services,
including communication regarding the Services as related to that Connected
Account.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by,
or is under common Control with another entity.
“Apps on Devices” means the application management and distribution service
and developer tools provided by Portal that enable you to deploy Portal Apps on
Portal Terminal Products.
“Authorised Payment Services” means the Services that the U.K. Financial
Conduct Authority has authorised Portal PSP to provide, which are listed at
https://register.fca.org.uk/s/firm?id=001b000000pibOHAAY.
“Beneficiary” means a business entity (i.e., not a natural person) that is an
intended beneficiary of a Retirement or Retirement Services.
“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar
designation.
“Beta Service” means any Beta portion of the Services or Portal Technology.
“Carbon Removal Unit,” or “CRU,” means a specified amount of carbon
dioxide removed from the atmosphere that is acquired via Offtake Agreements.
CRUs may be either a full or a partial ton.
“Card Network” means a payment card network, including the network
operated by each of Visa, Mastercard, American Express and Discover.
“Card Network Rules” means the Payment Method Rules published by a Card
Network.
“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code
Sections 1798.100-1798.199.
“Change of Control” means (a) an event in which any third party or group
acting together, directly or indirectly, acquires or becomes the beneficial owner
of, more than 50% of a party’s voting securities or interests; (b) a party’s merger
with one or more third parties; (c) a party’s sale, lease, transfer or other disposal
of all or substantially all of its assets; or (d) entering into of any transaction or
arrangement that would have the same or similar effect as a transaction referred
to in the foregoing (a)-(c); but, does not include an initial public offering or
listing.
“Claim” means any claim, demand, government investigation or legal
proceeding made or brought by a third party.
“Climate API” means the application programming interfaces that facilitate
your selection of Retirement Services and any associated CRUs, and the sample
code, instructions, requirements, and other guidelines as described in the
Documentation.
“Climate Project” means a climate project that Portal funds.
"Communication” means any written or electronic transmission of information
or communication, including a notice, approval, consent, authorisation,
agreement, disclosure or instruction.
“Connected Account” means (a) a Platform User that has a Portal account
onboarded to a Portal Connect Platform via the Portal Connect services; or (b) if
the Platform User does not have a Portal account, then a Platform User to which
you have, as a Portal Connect Platform, sent funds using the Portal Connect
Services.
“Connected Account Agreement” means the agreement with Portal that applies
to Connected Accounts, which is accessible on the Portal Legal Page for the
Connected Account's jurisdiction.
“Connected Account Data” means data about Connected Accounts and
Activity, which may include Protected Data and Portal Data.
“Content” means all text, images, and other content that Portal does not provide
to you and that you upload, publish or use in connection with the Services.
“Control” means direct or indirect ownership of more than 50% of the voting
power or equity in an entity.
“Credential Compromise” means an unauthorised access, disclosure or use of
your Portal Account credentials.
“Custom Account” means a Connected Account enrolled as a Custom account,
as described in the Documentation.
“Customer” means an entity or individual who owes payment to you in
exchange for you providing goods or services (including charitable services).
“Data Processing Agreement” means the data processing agreement located at
www.Portal.com/[countrycode]/legal/dpa, where “[countrycode]” means the
two-letter abbreviation for the country where your Portal Account is located.
“Data Warehouse” means a data storage solution listed on the Portal Website
that you select.
“Dispute” means an instruction a Customer initiates to reverse or invalidate a
processed Transaction (including “chargebacks” and “disputes” as those terms
may be used by Payment Method Providers).
“Documentation” means the sample code, instructions, requirements and other
documentation (a) available on the Portal Website, the first page of which is
located at www.Portal.com/docs ; and (b) included in the Portal SDKs.
“DP Law” means all Laws that apply to Personal Data Processing (as defined in
the Data Processing Agreement) under this Agreement currently in effect, and as
they become effective, relating in any way to privacy, data protection or data
security, including the GDPR, UK GDPR and CCPA.
“Due Diligence Requirements” means requirements imposed by Law that
govern, are related to, or are similar to Anti-Money Laundering (AML), Know
Your Customer (KYC), Know Your Business (KYB) and Customer Due
Diligence (CDD).
“E-money” means electronic money as defined in the Electronic Money
Regulations 2011 (SI 2011/99).
“End User” has the meaning given in Portal’s Privacy Policy.
“End User Rights” means the data privacy rights afforded to End Users under
DP Law.
“End User Service” has the meaning given in the Portal End User Terms .
“Express Account” means a Connected Account enrolled as an Express account,
as described in the Documentation.
“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and
Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.
“Feedback” means ideas, suggestions, comments, observations and other input
you provide to Portal regarding Portal services and the Portal Technology.
“Fees” means the fees applicable to the Services.
“Financial Partner” means a third party or an Affiliate of Portal that provides
financial services and with which Portal or its Affiliate interacts to provide the
Services.
“Financial Services Terms” means (a) the rules and terms a Financial Partner
specifies that apply to that entity’s services; and (b) the PCI Standards.
“Force Majeure Event” means an event beyond the control of Portal or its
Affiliates, including a strike or other labour dispute; labour shortage, stoppage or
slowdown; supply chain disruption; embargo or blockade; telecommunication
breakdown; power outage or shortage; inadequate transportation service;
inability or delay in obtaining adequate supplies; weather; earthquake; fire;
flood; act of God; riot; civil disorder; civil or government calamity; epidemic;
pandemic; state or national health crisis; war; invasion; hostility (whether war is
declared or not); terrorism threat or act; Law; or act of a Governmental
Authority.
“Frontier Marketing Collateral” means the marketing and promotional
materials and other ancillary documents developed for the purpose of promoting
Portal Climate Orders.
“Frontier Webpage” means https://www.frontierclimate.com , as updated from
time to time.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Governmental Authority” means a regulator or other governmental agency or
entity with jurisdiction over the Services, Portal or you, as applicable.
“High-Risk Jurisdiction” means any jurisdiction or administrative region that
Portal has deemed to be of particularly high risk (for legal, commercial,
operational or any other reasons), as identified on the Portal Restricted Business
List.
“High-Risk Person” means any individual or entity that Portal has deemed to be
of particularly high risk (for legal, commercial, operational or any other
reasons), as identified on the Portal Restricted Business List .
“ICC Rules” means the Rules of Arbitration of the International Chamber of
Commerce in effect on the date the applicable arbitration proceeding begins.
“ID Image” means an image of an individual submitted through the Portal
Identity Services, including an image captured from an individual’s
identification document.
“Insolvency Proceeding” means the occurrence of any of the following (or any
analogous procedure or step):
(a) as defined in Law, you are unable (or deemed to be unable) to pay your
debts;
(b) you are the subject of a petition, resolution, order or any other step in relation
to winding up, bankruptcy or equivalent proceedings;
(c) you stop, or threaten to stop, carrying on all or part of your business (except
for the purposes of an amalgamation, reconstruction or reorganisation);
(d) you enter into a compulsory or voluntary liquidation, or a liquidator is
appointed in relation to you or any of your assets;
(e) you are the subject of a petition for an administration order or an application
for such an order, or a notice of intention to appoint an administrator to you is
given, or any other step is taken by any individual or entity with a view to the
administration of you under Law;
(f) a moratorium is agreed or declared with respect to all or part of your debts;
(g) you enter, or propose to enter, into any compromise or arrangement of your
debts with or for the benefit of some or all of your creditors generally, or in
respect of a particular type of your debts;
(h) you begin proceedings or negotiations, or propose or agree, to reschedule,
readjust or defer your debts;
(i) a liquidator, receiver, administrative receiver, administrator, manager,
examiner or other similar officer is appointed in respect of the whole or any part
of your assets;
(j) an enforcement of any security over, or an execution, attachment, lien, levy,
distress or similar procedure is levied against, any of your assets;
(k) any legal proceeding, corporate action or other procedure or step is taken in
connection with appointing an administrator, administrative receiver, receiver,
liquidator, manager, examiner, trustee in bankruptcy or other similar officer in
relation to you or any of your assets; or(l) where any User Group Entity or
shareholder of a User Group Entity is subject to any of the events listed in this
definition.
“IP Claim” means a Claim made against you by a third party alleging that the
Portal Technology, Services or a Portal Mark provided to and used by you in
accordance with this Agreement infringes or misappropriates the IP Rights of the
third party making the Claim, excluding Claims made by Connected Accounts.
“IP Claim Losses” means (a) all amounts finally awarded to the third party
making an IP Claim; and (b) all amounts paid to a third party to settle an IP
Claim under an agreement approved by Portal.
“IP Rights” means all copyrights, patents, trademarks, service marks, trade
secrets, moral rights and other intellectual property rights.
“Law” means all applicable laws, rules, regulations and other binding
requirements of any Governmental Authority.
“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or
other legal order.
“Mark” means a trademark, service mark, design mark, logo or stylised script.
“Merchant Initiated Transaction” means a Transaction you initiate according
to a mandate you receive from the Customer that authorises you to initiate (a)
that Transaction; or (b) a series of Transactions without requiring the Customer
to take any further action.
“MOTO Transaction” means a Transaction you initiate through a mail order or
over the telephone.
“Multi-Currency Processing” means the ability to have funds settled to a User
Bank Account in a currency different from the one in which you accepted
payment from a Customer.
“Offtake Agreement” means a legally binding contract to buy future tons of
carbon dioxide removal at an agreed price if and when delivered.
“Paris Agreement” means the Paris Agreement to the United Nations
Framework Convention on Climate Change, U.N. Doc.
FCCC/CP/2015/L.9/Rev/1 (Dec. 12, 2015).
“Payment Account” means a payment account as that term is defined in the
Payment Services Regulations 2017 (Statutory Instrument 2017/752).
“Payment Account Details” means the Payment Method account details for a
Customer that the PCI Standards require to be protected, which may include the
Customer’s name, and with respect to credit and debit cards, the Customer’s
account number, card expiration date, and card verification value or similar
security code.
“Payment Method” means a payment method that Portal accepts as part of the
Portal Payments Services (e.g., a Visa credit card, Klarna).
“Payment Method Acquirer” means an entity that a Payment Method Provider
has authorised to (a) sponsor or submit Transactions at the request of merchants
to the Payment Method Provider for authorisation and clearing; and (b) receive
and remit settlement funds for authorised and cleared Transactions.
“Payment Method Provider” means the provider of a Payment Method (e.g.,
Visa Inc., Klarna Bank AB).
“Payment Method Rules” means the guidelines, bylaws, rules and regulations a
Payment Method Provider imposes that describe how a Payment Method may be
accepted and used.
“Payment Method Terms” means terms that apply to your acceptance and use
of a Payment Method, located on or accessible from the Portal Website,
including on the Portal Legal Page, and which as of the Effective Date are
described on that page as “Payment Method Terms.”
“Payout Delay” means a delay to the Payout Schedule caused by (a) the
unavailability of a Financial Partner, Governmental Authority,
telecommunications provider or internet service provider; (b) incorrect
information, such as a bank account number, provided to Portal; (c) your
equipment, software, or other technology; or (d) a Force Majeure Event.
“Payout Schedule” means the schedule available in the Portal Dashboard that
shows the number of business days following the Transaction date that it takes
for Portal to initiate transfer of Transaction settlement funds to a User Bank
Account.
“PCI-DSS” means the Payment Card Industry Data Security Standards.
“PCI Standards” means PCI-DSS and Payment Application Data Security
Standard (PA-DSS), including successor standards (if any).
“Personal Data” means any information relating to an identifiable natural
person that is Processed (as defined in the Data Processing Agreement ) in
connection with the Services, and includes “personal data” as defined in the
GDPR and UK GDPR and “personal information” as defined in the CCPA.
“Platform Provider Agreement” means, collectively, the agreements that a
Portal Connect Platform has with its Connected Accounts.
“Platform Services” means the products and services that Platform Users receive
from a Portal Connect Platform, regardless of whether fees are charged (e.g.,
web development, customer support or hosting services).
“Platform User” means, where you are acting as a Portal Connect Platform, a
user of your platform.
“Pooled Account” means a pooled account to which Transaction settlement
funds are credited.
“Privacy Policy” means any or all of a publicly posted privacy policy, privacy
notice, data policy, cookies policy, cookies notice or other similar public policy
or public notice that addresses a party’s Personal Data practices and
commitments.
“Protected Data” means (a) all User Information that you provide to Portal; and
(b) any Personal Data that Portal uses when acting as a “Data Processor” (as
defined in the Data Processing Agreement) when providing the Services.
“Purchaser” means users that purchase Retirement Services.
“Radar Score” means a numerical risk score or level associated with a
Transaction or other related activity that the Portal Radar Services provides.
“Refund” means an instruction you initiate to provide a full or partial return of
funds to a Customer for a processed Transaction.
“Registry” means any carbon offset registry or system that tracks the Retirement
of a CRU.
“Request for Arbitration” means a request submitted under Article 4 of the
ICC Rules.
“Representative” means an individual submitting your application for a Portal
Account.
“Reserve” means funds described as such by Portal, which Portal holds as
security against liabilities you incur under this Agreement.
“Restricted Business” means any category of business or business practice for
which a Service cannot be used, as identified on the Portal Restricted Business
List (located on the Portal Website) for the applicable Service and jurisdiction of
your Portal Account.
“Retire” or “Retirement” means the permanent removal of a specified CRU
from all applicable carbon markets, as further described in Section 6 below.
Retirement may be further governed by the rules of a Registry.
“Retirement Services” means all actions taken to Retire a CRU in the selected
Retirement Year.
“Retirement Year” means the year you select, either via the Climate API or in
the Dashboard, for a CRU to be Retired.
“Reversal” means the reversal of the settlement of funds for a Transaction.
“Safeguarded Funds” means funds Portal PSP holds in a Pooled Account or
otherwise safeguards according to Law.
“SDP Data” means data Portal transfers from your Portal Account to a Data
Warehouse.
“Selfie Verification” means the verification of an ID Image using biometric
identifiers and facial recognition technology.
“Service” means a service Portal (or its Affiliate, as applicable) makes available
to you under this Agreement.
“Services Terms” means terms in this Agreement that apply to particular Portal
services (e.g., Portal Payments Terms).
“Standard Account” means a Connected Account enrolled as a Standard
account, as described in the Documentation.
“Portal Account” means your Portal account.
“Portal API” means all instances of the Portal application programming
interfaces, including all endpoints that enable Portal users to use Portal services.
“Portal App” has the meaning given to that term in the Portal Apps Developer
Agreement.
“Portal Climate” means a suite of features Portal provides that are designed to
enable you to create and run your own corporate climate program.
“Portal Climate Funds” means the amount you choose to voluntarily allocate to
Climate Projects through Portal Climate, as a percentage of your revenue or a
flat monthly amount, or another method of calculation Portal accepts.
“Portal Climate Orders” means (a) the Retirement Services offered to you; (b)
access to the Climate API and the Climate Orders portion of the Dashboard; (c)
access to the Frontier Marketing Collateral; and (d) all other services provided
by Frontier and its Affiliates to facilitate the purchase or the provision of, as
applicable, the foregoing, including the integration with the payment processing
services provided by Portal.
“Portal Connect Platform” means a platform provider that uses the Portal
Connect Services.
“Portal Connect Services” means (a) if you are a Portal Connect Platform, the
Services that enable you to create and manage Portal accounts connected to your
platform, as described in the Documentation; or (b) if you are a Connected
Account, the Services described in the Connected Account Agreement.
“Portal Dashboard” means the interactive user interface through which a Portal
user may view information about and manage a Portal account.
“Portal Data” means data that you obtain via the Services, including (a)
information relating to Portal API interactions via the Portal Technology; (b)
information Portal uses for security or fraud prevention; and (c) all aggregated
information Portal generates from the Services.
“Portal Data Pipeline Services” means the Services that enable Portal to
transfer data from your Portal Account to the Data Warehouse, as described on
the Portal Website.
“Portal End User Terms” means the terms that apply to an End User’s use of
Portal’s End User Services located at www.Portal.com/legal/end-users .
“Portal Identity Services” means the Services that enable Portal to collect and
verify, and Portal and you to store, information regarding individuals for the
purpose of verifying the identity of those individuals.
“Portal Identity Services Documentation” means the Documentation, along
with other documentation that Portal makes available to you (including via email
and the Portal Dashboard), relating to the Portal Identity Services.
“Portal Legal Page” means www.Portal.com/[countrycode]/legal, where
“[countrycode]” means the two-letter abbreviation for the country where a Portal
Account is located.
“Portal Losses” means all amounts awarded to the third party making a Claim,
and all penalties, fines, and third-party costs (including legal fees) paid by the
Portal Parties.
“Portal Parties” means Portal, Portal’s Affiliates, and the directors, employees
and agents of each.
“Portal Payments Services” means the Services that enable you to accept and
refund Customer payments, perform related financial transactions, and manage
Customer disputes.
“Portal Pricing Page” means www.Portal.com/[countrycode]/pricing, where
“[countrycode]” means the two-letter abbreviation for the country where a Portal
Account is located.
“Portal Radar Data” means the Radar Scores and other data you receive
through the Portal Radar Services.
“Portal Radar Services” means the Services that are designed to enable you to
detect and evaluate the risk that a Transaction or other related activity is
fraudulent.
“Portal SDK” means a software development kit listed
on www.github.com/Portal .
“Portal Tax Data” means data and reporting you receive through the Portal Tax
Services.
“Portal Tax Services” means the Services that are designed to enable you to
determine and calculate the amount, if any, of certain Taxes due in connection
with your sale of goods or provision of services to Customers.
“Portal Technology” means all hardware, software (including software in the
Portal SDKs), application programming interfaces (including the Portal API),
user interfaces (including the Portal Dashboard), and other technology that Portal
uses to provide and make available the Portal services.
“Portal Terminal Documentation” means the Documentation, along with other
documentation that Portal makes available to you (including via email), relating
to the Portal Terminal Services, Portal Terminal Software or Portal Terminal
Products.
“Portal Terminal Product” means a device, instrument, piece of equipment or
other hardware that (a) Portal, its Affiliate, or a third-party distributor or reseller
authorised by Portal or its Affiliate supplies to you, which may be a physical
Point of Sale (POS) device, accessory, component, or spare part, and the
Terminal Device Software installed on that hardware product; or (b) Portal
approves for use to access the Portal Terminal Services or the Portal
Technology, or to operate the Portal Terminal Software.
“Portal Terminal Services” means the Portal Payments Services for
Transactions processed using a Portal Terminal Product, together with related
services and features as described in the Portal Terminal Documentation and on
the Portal Website.
“Portal Terminal Software” means the Terminal Device Software and
Terminal SDK.
“Portal Website” means www.Portal.com.
“Tax” or “Taxes” means any applicable taxes and duties imposed by any
Governmental Authority, including sales and use tax, excise tax, gross receipts
tax, value-added tax (VAT), goods and services tax (GST) (or equivalent
transaction taxes) and withholding tax.
“Tax Information Report” means a required tax information return or report,
including, as applicable, a VAT return, DAC7 report, U.S. Internal Revenue
Service (“IRS”) Form 1099, IRS Form 1042-S, user activity report or any other
similar form.
“Terminal Device EULA” means the Terminal Device Software License
Agreement for end users, the terms of which are incorporated into this
Agreement by this reference.
“Terminal Device Software” has the meaning given to it in the Terminal
Device EULA.
“Terminal Purchase Terms” means the agreement under which Portal or its
Affiliate supplies the Portal Terminal Products that you are using.
“Terminal SDK” means the software code that is Portal Technology and is
distributed under the MIT license, test environment, and associated
documentation, as described in the Portal Terminal Documentation and which
Portal makes available at https://github.com/Portal , including iOS, Android and
JavaScript versions, and including all Updates.
“Terminated Merchant List” means a list of terminated merchants a Card
Network maintains, including MATCH and the consortium merchant negative
file.
“Third-Party Service” means a service, product, or promotion provided by a
third party that utilises, integrates with or is ancillary to the Services.
“TPP” means a third-party payment service provider that a Governmental
Authority authorises to provide account information services or payment
initiation services.
“Transaction” means a Payment Method transaction request initiated via the
Portal Technology through which Portal is directed to capture funds for or from
a payer’s associated account with respect to a payment from a Customer to you,
and includes the authorisation, settlement and if applicable, Disputes, Refunds
and Reversals with respect to that Payment Method transaction request.
"UK GDPR” means the GDPR, as transposed into United Kingdom national law
by operation of section 3 of the European Union (Withdrawal) Act 2018 and as
amended by the Data Protection, Privacy and Electronic Communications
(Amendments etc.) (EU Exit) Regulations 2019.
“Update” means a modification, feature enhancement or update to the Services
or Portal Technology that requires you to take some action, which may include
changing your implementation of the Services or Portal Technology.
“User Affiliate Reserve” means funds described as a reserve by Portal, which
Portal or its Affiliate holds as security against liabilities that any User Group
Entity incurs under its agreement with Portal or an Affiliate of Portal.
“User Bank Account” means a bank or other financial institution account you
identify to Portal.
“User Compliance Information” means information about you that Portal
requires to comply with Law, and Governmental Authority and Financial Partner
requirements, and may include information (including Personal Data) about your
representatives, beneficial owners, principals and other individuals associated
with you or your Portal Account.
“User Financial Information” means (a) information about you that Portal
requires to assess your business and financial condition and outstanding credit
exposure, including financial statements (and, where applicable, unaudited
management accounts including a profit and loss account, balance sheet and
cash-flow statement) and supporting documentation (including bank statements);
(b) information and supporting documentation to enable Portal to calculate your
risk of loss; and (c) all other information Portal requests to assess your risk and
ability to perform your obligations under this Agreement.
“User Group” means (a) you; (b) any entity or individual that Portal reasonably
determines is associated with you; and (c) each of your and their Affiliates; that
has entered into an agreement with Portal (or an Affiliate of Portal) under which
Portal or its Affiliate provides services.
“User Group Entity” means an individual or entity that is part of the User
Group (including you).
“User Information” means User Compliance Information and User Financial
Information.
“User Party” means you, your Affiliate, or a director, employee or agent of you
or your Affiliate.
“Verifiable Individual” means an individual whose Verification Data is
submitted through the Portal Identity Services.
“Verification Data” means all data, information, photos, ID Images, and
documents (including copies of documents) submitted through the Portal Identity
Services.