Legal Documents

"Acquirer" or "Payment Service Provider" ("PSP") means a licensed payment institution, electronic money institution, bank, or other authorised third-party provider integrated into the Platform for the purpose of processing Transactions.

"API" means Sensus's application programming interfaces that enable the Customer to access, integrate with, and use the Services, including all related Documentation, SDKs, and technical specifications.

"Authorised User" means any individual who is an employee of the Customer or an affiliate, partner, service provider or such other person or entity as may be authorised by the Customer to access the Services pursuant to the Customer's rights under these Terms.

"Customer-Introduced Acquirer" means an Acquirer that the Customer has independently contracted with and which is integrated into the Platform at the Customer's request.

"Customer" means the legal entity that accepts these Terms, or has applied for Services, or uses the Platform.

"Customer Data" means any data, information, payment details, programs, and other content provided or transmitted by the Customer or its Authorised Users to the Services, including, without limitation, personal data of End-Users.

"DPA" means the Data Processing Agreement entered into between the Parties governing the processing of personal data.

"Documentation" means written information regarding the Services made available by Sensus to the Customer online or in any other manner.

"End-User" means an individual or entity that initiates a payment to the Customer through the Platform.

"Fees" means the Setup Fee, Subscription Fees, Transaction Processing Fees, and any other fees payable by the Customer to Sensus, as specified in the applicable Service Order Form or Subscription Plan.

"Multi-tenant Architecture" means a system design that allows multiple Customers (tenants) to operate independently within a shared application infrastructure, while maintaining data and access isolation.

"Platform" means the cloud-based payment orchestration platform Sensus, including the dashboard, API, SDK, routing engine, integrations, and related tools.

"Sanctioned Jurisdiction" means any country, territory, or region subject to comprehensive sanctions imposed by the United Nations, the European Union, the United States, the United Kingdom, or other relevant sanctions authorities, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, and any territory included on the FATF blacklist.

"Services" means the payment orchestration and related technical services provided by Sensus through the Platform, as further described in Section 2 and the applicable Service Order Form.

"Service Order Form" means a written order, document, or online flow executed by both Parties that references and incorporates these Terms and specifies the particular Services, Subscription Plan, applicable Fees, and other commercial or technical terms.

"Setup Fee" means the one-time, non-refundable fee payable by the Customer upon acceptance of these Terms or execution of a Service Order Form, covering onboarding, configuration, and initial integration.

"Subscription Fees" means the recurring fees payable by the Customer for access to the Services, as specified in the applicable Service Order Form or Subscription Plan.

"Subscription Plan" means the pricing and feature plan selected by the Customer from Sensus's then-current available subscription tariffs.

"Subscription Term" means the period for which the Customer has prepaid the Subscription Fees, as specified in the applicable Service Order Form.

"Subscription Transaction" means a recurring Transaction initiated by the Customer on the basis of a mandate or recurring authorisation granted by an End-User.

"Transaction" means any payment, refund, chargeback, or other financial operation processed through the Platform. For the avoidance of doubt, a "Processed Transaction" means a Transaction that has attained a final status of SUCCESS, FAILED, or CLOSED.

"Transaction Processing Fee" means the fee payable to Sensus per Processed Transaction through the Platform, calculated in accordance with the applicable Subscription Plan.

"White-Label" means the optional feature enabling the Customer to customise the visual identity of the Platform (account interface and payment form) in accordance with the Customer's brand guidelines.

Sensus operates a cloud-based payment orchestration platform. SENSUS IS A TECHNOLOGY INFRASTRUCTURE PROVIDER AND DOES NOT ENGAGE IN ACQUIRING, SETTLEMENT, OR REGULATORY OVERSIGHT OF PAYMENT TRANSACTIONS. Sensus does not hold Customer funds, does not act as an Acquirer or bank, and does not assume the role of payment service provider, electronic money institution, or money transmitter in any jurisdiction.

The Platform enables the Customer to:

• access cloud-based payment orchestration software through APIs, SDKs, and a web dashboard;
• integrate with one or more Acquirers, including Customer-Introduced Acquirers;
• route Transactions based on configurable business rules, including fallback, cascading, and optimisation logic;
• process one-time Transactions, Subscription Transactions, refunds, and chargeback notifications received from Acquirers;
• access analytics, transaction history, reconciliation tools, and reporting;
• manage Authorised Users and their access rights.

All payment processing, authorisation, clearing, settlement, and fund movement is performed by Acquirers acting under their own licences and pursuant to their own terms. Sensus's role is limited to providing the technical layer that enables the Customer to interact with and orchestrate flows between Acquirers and access the transaction flow statement.

Subject to the Customer's compliance with these Terms, Sensus grants the Customer a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, and revocable right to access and use the Services solely for the Customer's internal business purposes for the duration of the Subscription Term.

The Customer shall authorise its designated Authorised Users to access and use the Services on its behalf. The Customer remains fully responsible and liable for the acts and omissions of all Authorised Users and for their compliance with these Terms. Any breach of these Terms by an Authorised User shall be deemed a breach by the Customer.

Except as expressly permitted under these Terms, the Customer shall not, and shall ensure that its Authorised Users and any third party do not, directly or indirectly:

• (a) access or use the Services in excess of, or outside, the rights expressly granted under these Terms;
• (b) modify, adapt, translate, enhance, or create derivative works based on the Services or any part thereof;
• (c) license, sublicense, sell, resell, lease, rent, lend, distribute, assign, or otherwise make the Services or Documentation available to any third party;
• (d) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, algorithms, or ideas of the Services, except to the limited extent expressly permitted by mandatory applicable law and only upon prior written notice to Sensus;
• (e) circumvent, disable, interfere with, or remove any technical safeguards, access controls, copy-protection measures, or security mechanisms implemented in the Services;
• (f) use, benchmark, display, or make available the Services for the purpose of developing, marketing, or supporting a competing product or service;
• (g) remove, obscure, or alter any proprietary notices, copyright notices, or other notices of intellectual property rights displayed in or on the Services or Documentation;
• (h) attempt to gain unauthorised access to the Services, related systems or networks, or interfere with, disrupt, or compromise the integrity, availability, or security of the Services or any data processed therein;
• (i) use the Services or Documentation in a manner that infringes, misappropriates, or otherwise violates the rights of any third party, including intellectual property rights, or that breaches any applicable law or regulation;
• (j) access the Services other than through the official platform, interfaces, or APIs expressly made available by Sensus;
• (k) access, query, scrape, index, or extract data from the Services by means of automated tools, scripts, bots, crawlers, or similar technologies, except where such functionality is explicitly enabled by the Services or expressly authorised by Sensus in writing.

Sensus shall make reasonable efforts to maintain continuous and reliable access to the online user interface and Services but does not guarantee uninterrupted availability due to factors beyond its control, including but not limited to blockchain congestion, third-party service disruptions, maintenance, or force majeure events.

Sensus guarantees the availability of its Services and uptime of the Sensus platform up to 99.5%. The Platform of Sensus may require upgrading, modification, maintenance or other works from time to time, that may result in the Service or any part thereof becoming temporarily unavailable. Sensus will notify the Customer about any planned downtime or unavailability of its Platform in advance at least twenty-four (24) hours before such works or situation occur. Sensus shall act promptly to restore such systems to their proper working condition within the stipulated period or within a reasonable time thereafter.

Unplanned Outages: The Customer acknowledges that the Sensus's Platform may be affected by factors outside of the control of Sensus such as asset network lags, act of force majeure and downtime and other causes. However, Sensus undertakes to act on such interferences promptly to ensure proper working conditions and operation in the shortest time possible. The Customer shall be notified of any such interferences at the soonest opportunity and also be informed about the planned date on which the interference will be resolved. In the event of a blockchain network failure, internet failure or other force majeure event affecting cryptocurrency transactions, the parties agree to delay payment obligations until the issue is resolved. Neither party shall be held liable for delays caused by such events.

The Customer shall promptly notify Sensus of any errors, malfunctions, or defects (collectively, "Bugs") observed during its use of the Services and shall reasonably cooperate, at its own cost, with Sensus to investigate, diagnose, and resolve the root cause of such Bugs.

To use the Platform, the Customer must:

• be a duly registered legal entity in good standing;
• successfully complete and maintain Sensus's KYB and onboarding processes;
• provide accurate information about its business activities, websites, and products;
• hold any licences, authorisations, or registrations required by applicable law;
• comply with applicable laws, including anti-money laundering, counter-terrorist financing, sanctions, consumer protection, and data protection laws.

Sensus may, in its sole discretion, refuse to onboard a prospective Customer or suspend or terminate the Services if any of the above conditions are not met or cease to be met.

These Terms are presented as a public offer. The Customer accepts these Terms by ticking the acceptance checkbox during account registration or onboarding, by executing a Service Order Form, or by otherwise commencing use of the Platform.

By accepting these Terms, the Customer confirms that the individual ticking the checkbox or executing the Service Order Form is duly authorised to bind the Customer, and that the Customer has read, understood, and agreed to these Terms in their entirety.

In the event of any inconsistency between these Terms and a Service Order Form, the provisions of the Service Order Form shall prevail, but only to the extent the Service Order Form explicitly identifies and references the specific term of these Terms intended to be modified or superseded.

The Customer may use Acquirers that are already integrated into the Platform by Sensus or may introduce its own Acquirers (Customer-Introduced Acquirers) for orchestration through the Platform.

Where the Customer introduces a Customer-Introduced Acquirer that the Customer has independently contracted with, the following shall apply:

• the Customer grants Sensus an irrevocable right to integrate with, route Transactions to, and continue technical and commercial cooperation with such Customer-Introduced Acquirer for the duration of the relationship between Sensus and the Acquirer, irrespective of whether the Customer continues to use the Platform;
• Sensus may, after termination of these Terms with the Customer, continue to offer integration with the Customer-Introduced Acquirer to other Customers of the Platform, and the Acquirer may continue to be listed as an available Acquirer on the Platform;
• the Customer shall not claim any right of exclusivity, restraint of trade, non-solicitation, or non-compete against Sensus in respect of any Acquirer integrated through the Platform, including Customer-Introduced Acquirers.

The Customer shall enter into and maintain a separate payment services agreement directly with each Acquirer or Customer-Introduced Acquirer. Sensus is not a party to such agreements and does not assume any obligation thereunder.

This Section is a material condition of the agreement between the Parties and shall survive termination of these Terms.

Where the Customer uses the Platform to process Subscription Transactions, the Customer represents and warrants that:

• it has obtained valid recurring authorisations or mandates from each End-User in accordance with applicable laws and card scheme rules;
• it maintains accurate records of all recurring mandates and is able to evidence consent on request;
• it provides End-Users with clear information about pricing, renewal dates, cancellation procedures, and refund policies;
• it processes cancellations and refunds promptly when requested by End-Users.

The Platform supports Subscription Transactions through the technical capabilities of integrated Acquirers. Sensus does not manage End-User subscriptions and does not act as a subscription manager.

In consideration of the Services, the Customer shall pay to Sensus the Fees specified in the applicable Service Order Form or Subscription Plan, which may include:

• Setup Fee: a one-time, non-refundable fee payable upon acceptance of these Terms or execution of the Service Order Form, covering onboarding, configuration, and initial integration;
• Subscription Fees: recurring fees payable for access to the Services. Subscription Fees are invoiced in advance for each billing period, no earlier than ten (10) days before the start of the period, and shall be paid by the Customer within five (5) days of the invoice date;
• Transaction Processing Fees: fees calculated based on the number of Customer's Processed Transactions through the Platform during the reporting period multiplied by the rate specified in the applicable Subscription Plan. Transaction Processing Fees are invoiced no later than the fifth (5th) day of the month following the reporting period;
• Other Fees: fees for additional services, including new integrations, urgent integration development, custom development, support services, White-Label branding, and any other services agreed in the Service Order Form.

All Fees are stated in EUR exclusive of any applicable taxes. Where required by applicable law, Sensus shall add VAT to the Fees. The Customer shall bear all bank charges, card issuer fees, blockchain fees, and other transaction-related costs.

All Fees are non-refundable, including in the case of chargebacks, refunds, disputes, or early termination. The Customer remains liable for refunds and chargebacks under its agreement with the relevant Acquirer.

Sensus may withhold, suspend, or discontinue the provision of the Services if any undisputed amounts remain unpaid for more than fifteen (15) days following their due date. Overdue amounts shall accrue interest at the rate of one per cent (1%) per month or the maximum rate permitted by applicable law, whichever is lower.

As a technology infrastructure provider, Sensus is responsible only for the technical integration between the Customer and the Acquirers and for the proper functioning of the Platform. Sensus is not responsible for, and assumes no liability in respect of:

• the acts, omissions, failures, delays, errors, or insolvency of any Acquirer or other third-party service provider;
• the authorisation, processing, settlement, refund, or chargeback of any Transaction, all of which are performed by Acquirers under their own licences and terms;
• any commercial dispute between the Customer and an End-User or between the Customer and an Acquirer;
• the Customer's compliance with applicable laws, regulations, and licensing requirements in its jurisdictions of operation, including GDPR, DORA, AML/CFT, travel rule, transaction monitoring, and Card Scheme rules;
• any conduct of the Customer that constitutes unlicensed activity, violation of card scheme rules, or breach of any law or regulation;
• losses or damages caused by force majeure events, blockchain or banking network failures, or other circumstances beyond Sensus's reasonable control.

The Customer acknowledges that the regulatory licences required for processing payments are held by the Acquirers, not by Sensus, and that Sensus's role is strictly limited to technical orchestration.

The Customer shall not use the Platform to process Transactions originating from or destined to End-Users located in, or businesses operating from, Sanctioned Jurisdictions. The Customer shall implement reasonable controls to prevent such Transactions and shall cooperate with Sensus in identifying and blocking them.

Sensus reserves the right to terminate the provision of Services in full or in part when any traffic:

• originates from or is destined to a Sanctioned Jurisdiction;
• involves persons or entities listed on any applicable sanctions list, including OFAC, UN, EU, UK, or equivalent;
• relates to activities prohibited under Sensus's prohibited activities policy, including but not limited to money laundering, terrorist financing, weapons of mass destruction, drug trafficking, child exploitation material, fraudulent or deceptive practices, and intellectual property infringement;
• violates the rules of any card scheme, Acquirer, regulator, or applicable law.

Sanctioned Traffic Penalty.
Where Sensus detects Transactions originating from or destined to a Sanctioned Jurisdiction, or any other traffic in violation of this Section 12, Sensus shall have the right, in its sole discretion, to: (a) impose a penalty of EUR 5,000 (five thousand euros) per incident, which shall be invoiced to the Customer or deducted by the relevant Acquirer from settlement amounts due to the Customer; and (b) terminate these Terms with immediate effect, without further notice or any obligation to refund Fees previously paid. Sensus's exercise of these rights shall not limit any other remedy available to Sensus under these Terms or applicable law.

The Customer shall not use the Services in connection with any business or activity for which it does not hold all required licences, authorisations, or registrations. Any losses, fines, penalties, or chargebacks arising from the Customer's unlicensed or prohibited activities shall be the Customer's sole responsibility.

The Customer shall comply with all applicable anti-money laundering, counter-terrorist financing, sanctions, and consumer protection laws. The Customer shall ensure adequate fraud protection and compliance with AML/CFT requirements, including adherence to international sanctions regimes, the use of appropriate fraud-prevention mechanisms, and transaction monitoring.

The Customer shall provide Sensus with all information, documents, and assistance reasonably requested for KYB, AML, and risk-management purposes.

The Customer represents and warrants that it has all necessary rights, authority, and legal bases, including required consents and permissions, to lawfully submit, process, and use Customer Data in connection with the Services and to grant the rights set forth herein.

The Customer bears sole responsibility for the accuracy, completeness, legality, and integrity of all Customer Data, the manner in which such data is obtained, and for implementing appropriate security, protection, and backup measures.

The Customer grants Sensus a non-exclusive, worldwide, transferable, sublicensable, fully paid, and royalty-free right to access, process, store, and use Customer Data solely as required to provide and support the Services and as otherwise permitted under these Terms and any applicable DPA.

Sensus may transform Customer Data into aggregated or anonymised datasets that do not identify the Customer, any third party, or any individual ("Aggregated Data"). Sensus may use such Aggregated Data for its legitimate business purposes, including service optimisation, product and feature development, analytics, research, and commercial planning, and may share such Aggregated Data with third parties, provided that it contains no information that could reasonably be used to identify the Customer or any individual.

All right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, API, SDK, software, source code, dashboards, designs, trademarks, and trade names, are and shall remain the exclusive property of Sensus or its licensors. Except for the limited rights expressly granted under these Terms, the Customer shall have no ownership interest or rights in the Services or any intellectual property related thereto.

Sensus may, at its discretion, modify, upgrade, or enhance the Services, including by adding or improving features, functionality, performance, or efficiency, provided that such changes do not materially reduce the core functionality of the Services. Enhancements may be made available at no additional cost or as paid features, in which case the applicable Fees shall be agreed in writing.

Any suggestions, comments, or other input provided by the Customer or its Authorised Users regarding the Services ("Feedback") may be freely used by Sensus at its discretion for any purpose. The Customer grants Sensus, on behalf of itself and its Authorised Users, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, and transferable right to use, reproduce, modify, and otherwise exploit such Feedback without restriction or obligation of attribution or compensation.

Each Party represents and warrants that: (i) it has full corporate right, power, and authority to enter into these Terms; and (ii) the execution of these Terms and the performance of its obligations do not and will not violate any agreement to which it is a party.

Sensus warrants that, during the term of these Terms and when used in accordance with these Terms, the Services will materially conform to the applicable Documentation. This warranty does not apply to defects or performance issues arising from: (i) Customer Data or third-party content; (ii) the Customer's systems, configurations, or operating environment; (iii) integrations or combinations with unsupported software or hardware; (iv) external infrastructure or network failures; (v) misuse or unauthorised use of the Services; (vi) modifications made by or on behalf of the Customer; or (vii) third-party or open-source components.

Upon written notice of a valid breach of this warranty, Sensus's sole and exclusive obligation, and the Customer's exclusive remedy, shall be to use commercially reasonable efforts to remedy the non-conformance.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE DOCUMENTATION) ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND SENSUS MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SENSUS DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION, DOWNTIME, OR ERRORS.

Neither Party shall be liable for any failure or delay in performing its obligations (other than the payment of money owed) where such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, war, armed conflict, terrorism, civil unrest, governmental action, changes in applicable law, embargoes, sanctions, pandemics, fires, floods, earthquakes, internet or telecommunications failures, cyberattacks, denial-of-service attacks, failures of Acquirers or payment networks, or blockchain network failures, provided that the affected Party uses reasonable efforts to notify the other Party and to resume performance as soon as possible.

To the maximum extent permitted by applicable law, Sensus's aggregate liability to the Customer under or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount of Fees paid by the Customer to Sensus during the six (6) months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, business opportunities, goodwill, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms shall limit or exclude either Party's liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) indemnification obligations under these Terms; or (d) any liability that cannot be excluded under applicable law.

Indemnification by Sensus.
Sensus shall indemnify and hold the Customer harmless against any third-party claims alleging that the Services, as provided by Sensus, infringe any intellectual property rights, except claims arising from: (a) Customer Data; (b) use of the Services not in accordance with these Terms, the Documentation, or applicable law; (c) use of the Services in combination with products not supplied by Sensus; (d) modifications to the Services made by anyone other than Sensus; or (e) modifications based on specifications provided by the Customer.

Indemnification by the Customer.
The Customer shall, at its own expense, defend any claim or suit brought against Sensus and pay any settlement or damages finally awarded, to the extent such claim arises from: (a) the Customer's breach of these Terms; (b) the Customer's violation of any applicable law, regulation, or licensing requirement; (c) Customer Data or third-party content transmitted through the Services; (d) any Transaction processed through the Platform on the Customer's behalf; (e) any chargeback, refund, fraud claim, or End-User dispute; or (f) the Customer's conduct of any prohibited or unlicensed activity.

Each Party shall keep confidential all non-public information disclosed by the other Party (including business, technology, products, services, and Documentation) and shall use such information solely for the purpose of performing under these Terms. This obligation shall survive termination of these Terms for a period of three (3) years, save for trade secrets, which shall remain confidential indefinitely.

Disclosure required by law, regulation, or court order is permitted only to the extent necessary, and the Receiving Party shall, where legally allowed, give prompt notice to the Disclosing Party and reasonably cooperate in seeking protective measures.

The processing of personal data in connection with the Platform is regulated as follows:

• (a) Sensus as Controller. Where Sensus processes personal data of the Customer, its representatives, employees, or website visitors for its own purposes (including account management, billing, marketing, analytics, security, and compliance), such processing is governed by the Sensus Privacy Policy available at https://sensus.tech/legal-documents/privacy-policy, which forms an integral part of these Terms and is incorporated by reference.
• (b) Sensus as Processor. Where Sensus processes personal data of End-Users on behalf of the Customer in the course of providing payment orchestration services, the Customer acts as the data controller and Sensus acts as the data processor. Such processing is governed by a separate Data Processing Agreement entered into between the Parties, which is concluded prior to or simultaneously with the commencement of the Services and forms an integral part of the contractual relationship.
• (c) Order of precedence. In the event of any conflict between these Terms and the DPA regarding the processing of personal data, the provisions of the DPA shall prevail.
• (d) Compliance. Each Party shall comply with all applicable data protection laws, including the GDPR and Andorran data protection legislation (Law 29/2021). The Customer warrants that it has all necessary legal bases under Article 6 GDPR (and, where applicable, Article 9 GDPR) to instruct Sensus to process End-User personal data through the Platform.
• (e) Sub-processors. The Customer authorises Sensus to engage sub-processors (including Acquirers, cloud infrastructure providers, KYC providers, and analytics providers) for the purpose of providing the Services. The list of sub-processors and conditions of engagement are set out in the DPA.

These Terms enter into force on the date the Customer accepts them by ticking the acceptance checkbox, executing a Service Order Form, or otherwise commencing use of the Platform.

The initial term of these Terms is twelve (12) months from the date of acceptance (the "Initial Term"), unless otherwise specified in the applicable Service Order Form. Upon expiration of the Initial Term, these Terms shall automatically renew for successive periods of twelve (12) months each (each a "Renewal Term"), unless either Party provides at least thirty (30) days' prior written notice of its intent not to renew before the end of the then-current term.

Termination for cause.
Either Party may terminate these Terms immediately upon written notice if the other Party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days of receipt of written notice describing the breach in reasonable detail.

Termination by Sensus for special grounds.
Sensus may terminate these Terms with immediate effect, by written notice, where: (i) the Customer becomes insolvent, enters into liquidation, administration, or any equivalent proceeding; (ii) the Customer engages in fraud, money laundering, sanctions evasion, or other unlawful activity; (iii) the Customer's continued use of the Platform creates a regulatory, reputational, or scheme-level risk for Sensus; (iv) an Acquirer, regulator, or card scheme requires the cessation of the Services to the Customer; or (v) any of the grounds described in Section 12 (Sanctioned Traffic Penalty) applies.

Effect of termination.
Upon termination or expiration of these Terms for any reason: (a) all rights and licences granted hereunder shall immediately cease, except that all payment obligations accrued prior to termination shall survive; (b) each Party shall return or destroy all Confidential Information of the other Party, except to the extent retention is required by applicable law; (c) Sensus shall have no obligation to retain Customer Data following termination and may delete all Customer Data, except as required by law or under the DPA.

All Fees paid are non-refundable upon termination, regardless of the reason for termination.

On termination, the rights granted to Sensus under Section 8 (Acquirers and Customer-Introduced Providers) with respect to Customer-Introduced Acquirers shall survive and remain in full force.

Notwithstanding termination, all provisions of these Terms which by their nature should survive termination, including provisions relating to confidentiality, intellectual property, liability, indemnification, governing law, and the survival of Section 8, shall survive.

Sensus may update or modify these Terms from time to time, at its sole discretion. Material changes shall be notified to the Customer through the Platform or by email at least thirty (30) days before they take effect. The Customer's continued use of the Platform after the effective date of any such changes shall constitute the Customer's acceptance of the updated Terms.

If the Customer does not accept any change, the Customer must cease using the Platform and may terminate these Terms by giving notice in accordance with Section 21.

These Terms are governed by and construed in accordance with the laws of the Principality of Andorra, without giving effect to any conflict of laws principles. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Andorra la Vella.

Marketing.
Sensus may not refer to the Customer by name, logo, or trademark in Sensus's marketing materials and website without the Customer's prior written consent.

Assignment.
Neither Party may assign or transfer these Terms, by operation of law or otherwise, without the other Party's prior written consent, except that Sensus may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Severability.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Waiver.
Any waiver or failure to enforce any provision of these Terms on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.

Independent Contractors.
Each Party acts as an independent contractor and not as an agent, partner, or joint venturer of the other. Neither Party shall have, nor represent to any third party that it has, any authority to bind or act on behalf of the other.

Notices.
Notices under these Terms shall be in writing and may be delivered by email to the contact details registered in the Customer's account or to the support address provided on the Sensus website. Notices to Sensus shall be sent to support@sensus.tech. Notices are effective upon receipt.

Entire Agreement.
These Terms, together with any executed Service Order Form, the Service Level Agreement (where applicable), the DPA, the Privacy Policy, constitute the entire agreement between the Parties in respect of the subject matter and supersede all prior agreements or understandings, whether written or oral.

For any questions relating to these Terms, the Customer may contact Sensus through the contact form available on the Sensus website at https://sensus.tech/ or by email at support@sensus.tech.

By ticking the acceptance checkbox in the registration flow, executing a Service Order Form, or otherwise commencing use of the Platform, the Customer confirms that:

• the Customer has read and understood these Terms in their entirety;
• the individual ticking the checkbox or executing the Service Order Form is duly authorised to bind the Customer;
• the Customer expressly agrees to be bound by these Terms, including the Privacy Policy and DPA incorporated by reference.