General Terms and Conditions of the Scalapay Platform
Last Modified: 15 July 2024 – Version No. 3

1.

Definitions

In this Agreement, the following terms, expressed in the singular or plural form, have the meanings
indicated below:a) Scalapay Account: the personal account of each Customer created as a result ofRegistration on the Scalapay Platform by accessing the Scalapay Website, where you canview your position in relation to the status of payments, the refund programme, personalaccount data and any other services and promotions available;b) Customer: any natural person who holds a Scalapay Account;c) General Terms and Conditions: these general terms and conditions of the Agreement;d) Agreement: the agreement consisting of these General Terms and Conditions throughwhich Scalapay makes the Scalapay Platform and the Scalapay Account available to theCustomer;e) Payment Method: any payment method accepted by Scalapay, if available (e.g. credit
card, debit card, prepaid card or bank account), the details of which are provided by theCustomer at the time of Registration or at the time of first purchase through the Service, tobe used to charge payments owed by the Customer for the purchase of products, as wellas credits for any refunds, or that different method used, during the course of therelationship, in place of or in addition to the one initially indicated;f)

Scalapay Website: the website owned by the Scalapay group www.scalapay.com,
www.portal.scalapay.com and any other website or digital platform, including theScalapay app;g) Scalapay Platform: the IT and digital infrastructure developed by Scalapay in order toallow the Customer to access the Scalapay Account accessible through the ScalapayWebsite;h) Registration: the Customer’s registration on the Scalapay Platform necessary to use theService;i)

Scalapay: Scalapay S.r.l., with registered office in 20139 Milan (MI), Via Nervesa, 21, VAT No.
06891080480, Share Capital €1,000,000.00 MI Economic and Administrative Index No. –Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

2606390, i.e. the party providing the Customer with the Service established in theAgreement;j)Scalapay IP: Scalapay IP S.p.A., a payment institution under Italian law that is part of theScalapay Group, which carries out its activities pursuant to Art. 114-sexies and following ofD. Lgs (Decreto Legislativo [Legislative Decree]) No. 385 of 1 September 1993. Scalapay IP issubject to the supervision of the Bank of Italy and is registered under no. 36018.0 of theRegister of Payment Institutions, which can be found at www.infostat.bancaditalia.it.

k) Service: the service that allows Customers, through the use of the Scalapay Platform, tobe able to access, using the conditions, (i) a payment extension granted by the Vendor orby Scalapay IP or (ii) the possibility of making an immediate payment at the time ofpurchase of the product through the Scalapay IP services to purchase the Vendor’sproducts.
l)Vendor: any business or commercial enterprise that offers Customers the possibility ofpurchasing its respective products through the Service.

2.

Purpose of the Agreement

This Agreement governs the Customer Registration service and use of the Scalapay Platform.
3.

Registration on the Scalapay Platform

3.1.

In order to use the Scalapay Account, the Customer must register on the Scalapay

Platform accessible through the Scalapay Website and create a Scalapay Account.
3.2.

In order to register on the Scalapay Platform, the Customer must:a)

be at least 18 years of age;b)have legal capacity and full possession of his or her faculties;c)provide Scalapay with a valid and verifiable email address and an Italian mobile number;d)provide Scalapay with a valid address of residence, domicile or abode in Italy;e)

not already hold another active Scalapay Account.

f)provide Scalapay with their first name, surname and Tax ID (where required);

To use the Service, the Customer must also provide a valid Payment Method and may be required
to choose a personal password.
3.3.

The password must only be used by the Customer, who is required to keep it safe andsecret, avoiding sharing their Scalapay Account login information with anyone else. The Customer
is in any case responsible for any use of their Scalapay Account, even if undue, unlawful or not
Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

attributable to the Customer (e.g., in case of password theft) until a request to lock the Scalapay
Account is sent to Scalapay according to the methods indicated in Article 9 (Communications).
The Customer is always responsible for any use of their Scalapay Account, including theobligation to fully pay the purchase price of the products.
3.4.

In order to use the Service, the Customer agrees to receive communications relating to theOTP codes through the communication channels indicated by the Customer to Scalapay. TheCustomer acknowledges that the security and confidentiality of the OTP code is critical toensuring identity and authorised access. The Customer undertakes to keep the OTP code
confidential and not to share it with third parties. Scalapay shall not be liable for any unauthoriseduse or loss of data resulting from unauthorised disclosure of the OTP code by the Customer.
3.5.

In the event of theft of the password or unauthorised use of the Scalapay Account by thirdparties, the Customer must immediately notify Scalapay in writing according to the methodsindicated in Article 9 (Communications) in order to allow the Scalapay Account to be locked orsuspended and must send Scalapay a copy of any report to the Authorities. Until Scalapay
receives notice of theft of the password and/or undue access to the Scalapay Account by thirdparties, the Customer is responsible for each purchase made through their own Scalapay
Account.
3.6.

The Customer agrees not to use any device, software, or hardware that may damage,copy, or interfere with the activity of Scalapay, the Scalapay Website, and its software.
3.7.

In order to verify the requirements under Art. 3.2 (a), Scalapay may require the Customer

to provide an identity document and photo (“selfie”) to demonstrate that they are the owner of
the Scalapay account and to protect the Scalapay Account from fraud.

4.

Scalapay Obligations

4.1.

Once the Registration process is completed, Scalapay will ensure that the Customer hasaccess to the Scalapay Account and to the Scalapay Platform.
4.2.

Scalapay undertakes to make every effort and to take appropriate measures for theprotection of the Customer’s data, in compliance with current legislation on the protection ofpersonal data.

5.

Customer Obligations

5.1.

The Customer agrees not to use any information on third parties of which the Customer

has become aware through the Scalapay Platform for commercial and/or advertising purposes.
Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

5.2.

The Customer guarantees that the information provided at the time of Registration andthat provided at a later date in the event of a change thereto is correct, accurate and complete
and undertakes to ensure that such information is always up to date.
5.3.

The Customer agrees to comply with current legislation, including, but not limited to, laws

on data protection and intellectual property, avoiding any violation of industrial and intellectualrights and/or rights relating to trademarks, patents and copyrights.
5.4.

The Customer acknowledges that Scalapay shall be never responsible:a) in the event that it is not possible to access the Scalapay Account or in any case to use
the Service due to the Vendor;b) if access to the Website or the Scalapay Account is not available or is restricted due to thefailure or malfunction of the Customer’s or the Vendor’s IT systems;c) in case of force majeure.

The Customer acknowledges that Scalapay cannot guarantee that the information relating to theVendor’s products will be correct, nor will it be held liable for any actions taken by the Customer
based on the information provided in relation to the products and their prices. Furthermore, theCustomer acknowledges that, in case of purchase of a product through the Service, the events
concerning the product remain exclusively governed by the sales contract entered into between
the Customer and the Vendor.

6.

Free Registration

Registration on the Scalapay Platform is free.
7.

Term, withdrawal and termination of the Agreement

7.1.

This Agreement is open-ended and is effective as of the Registration.

7.2.

The Customer may withdraw from this Agreement at any time without paying any penalty

and request the closure of their Scalapay Account by simple written notice to Scalapay, to be sentby email to the addresses indicated in Article 9.
7.3.

If, on the date of receipt by Scalapay of the withdrawal notice, obligations originating

following the use of the Service are still pending, Scalapay will be entitled to suspend the Scalapay
Account’s operations, reserving the right to definitively close the Scalapay Account only after thefull payment of the amount due and the settlement of all of the Customer’s debts.
7.4.

Scalapay reserves the right to suspend the execution or withdraw from this Agreement, as

well as to close or suspend the use of the Scalapay Platform and/or access to the Customer’sScalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

Scalapay Account at any time and with immediate effect in the event of one of the following
conditions:a) communication of incorrect or false data by the Customer at the time of Registration;b) creation of a new Scalapay Account with the same data as an existing Scalapay Account;c) failure to communicate during the course of the relationship a change in data provided
at the time of Registration;d) non-payment and/or incomplete payment of previous payment extensions, including thecase of non-charge/delayed charge for any reason on the Payment Method;e) risk of fraud noticed by Scalapay and/or need to comply with anti-money laundering
provisions or any other regulatory or legislative obligation or order of the Authorities;f) any type of use of the Scalapay Account by the Customer in a manner not in compliancewith the law, the agreements in effect with Scalapay and Scalapay IP and/or in good faith.
g) force majeure (including but not limited to strikes, wars, pandemics, hacker attacks,interruption of computer systems due to causes not attributable to Scalapay, etc.);h) violation of the obligations set forth in Art. 5.
7.5.

This Agreement shall be deemed terminated as a matter of law in the event of a breachby the Customer of one or more of the obligations under this Agreement. In this case, Scalapay
will close the Customer's Scalapay Account following the sending to the Custome r of thenotification that it wishes to avail itself of the express termination clause according to themethods indicated in Article 9 (Communications).

8.

Intellectual Property

8.1.

The Customer acknowledges that Scalapay exclusively owns intellectual property rights

on all trademarks related to the Scalapay Platform, on the software used by Scalapay, including
data for access and data processing, and on the Scalapay Website.
8.2.

The Customer agrees not to modify, alter, copy, reproduce or use without the prior writtenconsent of Scalapay any Scalapay Website access protocol or any text, logo, graphics, image,icon or other content on the Scalapay Website or the Scalapay Platform.
8.3.

No provision of this Agreement may be interpreted as a total or partial granting of

Scalapay’s intellectual property rights.

9.

Communications

9.1.

Scalapay may send all communications under this Agreement, regardless, to the
Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

telephone number, to the address of residence, domicile or abode, or to the email address
indicated by the Customer at the time of Registration or to those subsequently modified.
9.2.

The Customer must send all communications provided for in this Agreement to the email

address

support@scalapay.com.

Alternatively,

theform

availableat.

https://help.scalapay.com/hc/it/requests/new may be used.
9.3.

The Customer undertakes to maintain a valid email address and an active telephoneservice, as well as to promptly communicate any changes thereto to allow communications
relating to this Agreement. If the Customer does not promptly communicate to Scalapay any
changes in his or her contact details, the communications shall be deemed to have been receivedby the Customer for all intents and purposes even if returned to the sender or in the event ofunreachability.

10.

Personal data processing

10.1.

The Customer undertakes to ensure that the personal data provided at the time ofRegistration, as well as the Payment Method data, are true, correct, up-to-date and as accurate
as possible. In the event of a change in data, the Customer agrees to promptly update theScalapay Account by changing and/or entering such new data. At the request of Scalapay or its
delegates, the Customer agrees to immediately provide a copy of his or her identity document.
10.2.

The processing of the Customer’s personal data is in compliance with GDPR (Reg. EU no.

2016/679) and current legislation on the protection of personal data and may be accessed by theCustomer through the following link: http://www.scalapay.com/it/privacy.
10.3.

If the Customer uses the Scalapay IP services, the data relating to the Scalapay Accountwill be transferred to Scalapay IP in order to follow up on the request to use the Scalapay IP
services communicated by the Customer to Scalapay IP.

11.

Amendments to the Agreement

11.1.

Scalapay may change any provision of this Agreement at any time, including the right toannul or change the conditions in force, by giving written notice to the Customer with 30 (thirty)
days’ notice. Changes may be informed to the Customer through the email address indicated by
the Customer or by updating the General Terms and Conditions available through the website,www.scalapay.com, or by accessing the Scalapay Account.
11.2.

In the event of changes unfavourable to the Customer, the Customer has the right towithdraw from this Agreement within 30 (thirty) days of becoming aware of the change, without
Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com

any penalty, except as provided for in 7.3 (Term, withdrawal and termination of the Agreement)of these General Terms and Conditions.

12.

Assignment of the Agreement

12.1.

The Customer may not assign this Agreement or delegate to third parties in any form theperformance of this Agreement or assign to third parties the rights deriving from this Agreement
without the prior written consent of Scalapay.
12.2.

Scalapay may delegate the performance of this Agreement, in whole or in part, to anyparent company, subsidiary or investee of Scalapay and/or to any appointed third party, even
without prior notice to the Customer. Scalapay may also assign this Agreement to any parentcompany, subsidiary or investee of Scalapay and/or to any third party.

13.

Applicable Law

13.1.

This Agreement is governed by Italian law.

13.2.

For any dispute relating to the validity, interpretation or performance of this Agreement,

the Court of Milan shall have exclusive jurisdiction, without prejudice to the jurisdiction of the Court
where the Customer resides in the event that the latter holds the status of consumer pursuant toD. Lgs 206/2005 (Consumer Code).
13.3.

The Customer may also assert their rights by using the European Online Dispute Resolution

Platform (ODR) made available by the European Commission at this link.

Scalapay S.r.l. – Via Nervesa 21 – 20139 Milan (MI) – VAT No. 06891080480 – Economic and Administrative Index No. MI-2606390 –support@scalapay.com