Terms & Conditions

Preamble

These Terms and Conditions (T&Cs) govern the Supplier's access to and use of www.inflowpay.com, the Application, APIs and Services provided by INFLOW PAY, a French société par actions simplifiée, registered with the Paris Trade and Companies Register under number 928 877 349, with its registered office at 58 rue de Monceau, 75008 Paris (Inflow or the Company). Inflow purchases approved Products from the Supplier and resells them in its own name and for its own account as Merchant of Record. Inflow provides access to its checkout, dashboard and approved integration infrastructure for that relationship.

The Supplier Agreement identifies the individual Supplier and incorporates these T&Cs. The Customer sales contract is concluded separately between Inflow and the Customer. Marketplace and Platform infrastructure arrangements are governed by separate agreements and are not activated by acceptance of these T&Cs. The Supplier must accept these T&Cs before using the Services. The preamble forms part of the agreement. Capitalised terms have the meanings set out below.

Article 1 — Glossary

• Account or Merchant Account: The Supplier access profile and associated records made available through the Services. It gives visibility over the Supplier Receivable and permits authorised requests to Inflow. It does not give the Supplier ownership or direct control of Inflow's accounts or underlying assets.
• Approved Integration: The integration and permitted uses expressly approved by Inflow. Approval is limited to that scope and does not extend to other uses of the same credentials or infrastructure.
• Available Payable: The portion of the Supplier Receivable, and any Reserve whose restitution has fallen due under Article 7, which is due for payment and not subject to a documented adjustment, effective set-off or legal restriction. A dashboard estimate does not replace the underlying contractual calculation.
• Business Day: A day other than a Saturday, Sunday or public holiday in Paris.
• Customer: The end purchaser from Inflow.
• Product: An approved good, service, digital item, licence or subscription supplied to Inflow for resale.
• Transaction: An order accepted by Inflow under Article 5.1.
• Commercial Schedule: Commercial terms expressly accepted by the relevant parties, identifying their version and any specific departures from these Terms.
• Platform: A business providing a software interface or commercial distribution channel integrated with Inflow.
• Supplier: The business supplying the Product to Inflow; Merchant is an alternative operational label for that business and does not change its legal role.
• Supplier Agreement: The purchase and resale agreement accepted between Inflow and the identified Supplier, incorporating these Terms and any accepted Commercial Schedule.
• Purchase Price: The consideration for the Supplier’s supply to Inflow, determined under Article 6.2 and the Supplier Agreement; the Supplier purchase price referred to in these Terms.
• Supplier Receivable: The monetary purchase-price obligation owed by Inflow to the Supplier, adjusted under these Terms.
• Net Sale Price: The Customer resale price excluding VAT or analogous sales taxes, determined under Article 6.1.
• Gross Customer Price: The Net Sale Price plus applicable Customer sales taxes. This remains the default card Reserve base under Article 7.1.
• Resale Margin: The agreed difference between the Net Sale Price and the Supplier purchase price, both excluding their respective sales taxes, calculated as a percentage of the Gross Customer Price under Article 6.2. It is a purchase-price component under Article 6.2, distinct from Additional Fees.
• Additional Fees: Separately identified Inflow service fees and actual external costs validly allocated to the Supplier under Articles 6, 23 and 24. They exclude the Resale Margin and temporary Reserves.
• Reserve: A sum of money transferred by the Supplier to Inflow by way of security (cession de somme d’argent à titre de garantie, Articles 2374 et seq. of the French Civil Code), securing the Supplier’s exposure under the Supplier Agreement, these Terms and any accepted Commercial Schedule. Inflow holds the Reserve as owner, subject to its obligation of restitution under Article 7. The Reserve is distinct from the Purchase Price, is not a retention of it, and is not a fee or forfeiture.
• Payout: Completed payment of an identified Supplier Receivable to the Supplier or its approved designated recipient at an external destination under Article 5.3. Internal credits, allocations and access rights are not Payouts. Other legally effective discharges are recorded separately.
• Services: The approved MoR resale, business interface and related infrastructure services described in these Terms.
• Scheme: A card network or other payment network, system or payment-method operator applicable to a Transaction, including Visa, Mastercard, American Express, Discover, Diners Club, JCB and UnionPay where actually used. A reference does not imply that Inflow supports or has activated that method.
• Provider: An acquirer, bank or other third-party infrastructure provider used by Inflow.
• Authorised User: A person authorised to act for the relevant business.
• Security Incident: Includes suspected or actual credential compromise, unauthorised access, payment-data exposure or circumvention of an Approved Integration.
• API: Any application programming interface provided by Inflow.
• Application: The application software through which Inflow provides the Services.
• MoR: Merchant of Record: Inflow acting as principal seller to the Customer.
• Privacy Policy: The privacy notice available at www.inflowpay.com/privacypolicy.

Article 2 — Supplier Eligibility

2.1 Services are for business use only. Authorised Users must be at least 18 and have authority for their actions. The Supplier must accurately identify its legal entity, beneficial owners, controllers, activities, websites, jurisdictions, expected volumes and payout beneficiaries, and keep this information current.

2.2 Activation is subject to Inflow's acceptance, required verification and Provider approval where applicable. Inflow may decline a Product, territory, payment method or integration based on legal, compliance, security or commercial criteria. Acceptance does not certify that the Supplier's business complies with every applicable law.

2.3 The Supplier must provide reasonably requested KYB, identity, source-of-funds, transaction and fulfilment evidence. Inflow may restrict the affected Services while material verification is incomplete, subject to Articles 7 and 43. No undisclosed submerchant or third-party processing is permitted.

Article 3 — Merchant Account

3.1 The Supplier must maintain accurate contact details, tax information, Product descriptions and evidence of delivery. Digital Products must have clear access, licence, renewal and cancellation conditions; physical Products must have reliable delivery, return and traceability arrangements.

3.2 Credentials and access rights are issued for authorised business functions only. The Supplier is responsible for assigning and removing users, applying least privilege and promptly notifying suspected compromise. Responsibility for transactions and losses is allocated by causation under Articles 19, 23 and 24, not solely by the fact that a credential was used.

3.3 The dashboard records pending purchase-price amounts, amounts available for Payout, Reserves, adjustments, Payout requests and completed payments. A balance or subaccount is an internal accounting record of the amount owed by Inflow, not a separate account owned or operated by the Supplier. Displaying or making an amount available, internal credits, allocations and conversions do not constitute payment or extinguish the Supplier Receivable. Access gives visibility and approved request functions only, without authority to operate Inflow's infrastructure or underlying accounts.

3.4 Inflow will provide downloadable transaction and reconciliation records. The Supplier must report discrepancies promptly, normally within 30 days of the relevant statement. Failure to do so does not validate an error, waive mandatory rights or extinguish a valid claim by itself.

Article 4 — Merchant Account Security

4.1 The Supplier must use individual authorised access, appropriate authentication and reasonable security measures. Changes to administrators, credentials and payout beneficiaries are subject to the verification required by Inflow. Sharing access or circumventing authentication is prohibited.

4.2 Inflow retains control of its infrastructure, underlying accounts and execution of payouts. The Supplier may view its records and submit requests within the permissions granted by Inflow, but has no independent signing or transfer authority over Inflow's assets. Permissions may be restricted or withdrawn under Article 43.

4.3 The Supplier must protect its credentials, systems and payment data and comply with Inflow's notified security requirements for the Approved Integration. Access by a third-party integration provider requires Inflow's prior approval and authority from the Supplier. No approval permits use outside its agreed scope.

4.4 The Supplier must not disclose, lend, resell or use credentials or access rights outside the Approved Integration, including for another business without prior written approval. Suspected misuse must be reported immediately under Article 4.5.

4.5 Payment security

The Supplier must comply with security standards applicable to its role and integration, including PCI DSS where applicable, and provide evidence of compliance on request. It must not intercept, collect, process, transmit or retain payment data outside the Approved Integration or its authorised scope, or retain data prohibited by applicable security standards. On becoming aware of a suspected Security Incident, it must promptly notify Inflow, contain the incident, preserve relevant evidence and cooperate with remediation and any competent forensic investigation. Attributable costs are recoverable under Articles 23 and 24. Inflow may take immediate protective action under Article 43.

Article 5 — Company Services

5.1 Purchase and resale

When Inflow accepts a Customer order through an Approved Integration, the Supplier commits the corresponding Product to Inflow and Inflow incurs the corresponding purchase-price obligation, subject to fulfilment, cancellation and adjustment provisions. The Supplier grants Inflow, no later than that acceptance, the rights and authority necessary to resell and arrange performance. Transfer of title to goods and delivery of services follow the Supplier Agreement and the nature of the Product. A payment authorisation alone is not necessarily acceptance of an order. Purchase and resale are not postponed until payout.

5.2 Receipts and treasury

Inflow contracts with the Customer as seller in its own name, collects its sale proceeds through approved Providers and manages its own treasury. Inflow owes the Supplier the agreed purchase price. Allocation to a balance, subaccount or other internal record does not transfer the corresponding assets to the Supplier. Inflow determines the Providers, accounts and technical arrangements used for its operations, subject to its contractual obligations and applicable law.

5.3 Completion of Payout

A Payout discharges the corresponding Supplier Receivable only to the extent payment is effectively received and made available to the Supplier or its approved designated recipient at an external destination, in accordance with the accepted payout method. Crediting an internal balance, requesting a payout, debiting a ledger or moving assets within Inflow's operational accounts is not a Payout. A failed, rejected or returned payment does not discharge the debt to the extent payment was ineffective or reversed. Effective set-off or another legally agreed discharge is recorded separately. Settlement between a Scheme, acquirer or other Provider and Inflow is distinct from payment of Inflow's debt to the Supplier.

5.4 Payment methods and controls

Inflow selects its Providers and the payment methods available for its Customer sales, subject to applicable territory, eligibility and Provider requirements. The Supplier may use only the Approved Integration. Inflow may set or adjust transaction, volume, territory and payment-method limits to manage reasonably identified risk and comply with applicable Scheme or Provider requirements. Urgent restrictions may take effect immediately under Article 43. The Supplier must comply with applicable requirements notified for its role and cooperate with Inflow in meeting them. These Terms do not appoint the Supplier to collect Customer payments on Inflow's behalf or transfer Inflow's obligations to its Providers.

5.5 Scope of the model

These Terms govern Inflow's purchase and resale of Products and payment of its own resulting commercial debts. They do not authorise receipt or onward payment of funds unrelated to those Transactions. Additional services require a separate agreement and compliance with the rules applicable to their actual operation.

5.6 Supplier claim

The Supplier holds a commercial claim against Inflow for the purchase price, subject to the agreed adjustments, Reserves and rights of set-off. An individualised accounting record gives no ownership right over particular Inflow assets, trust protection or deposit guarantee. Any priority in insolvency depends on applicable law and a valid security or privilege, not on the dashboard allocation.

5.7 Customer-facing role

Checkout, sales confirmations and invoices must clearly identify Inflow as seller and state the applicable Customer terms. The Supplier performs the agreed fulfilment and support functions without presenting itself as the seller for the same Inflow Transaction. Statutory manufacturer or producer responsibilities remain unaffected.

5.8 Payout methods

Inflow may make different payout methods available, subject to eligibility and Provider support. The Supplier selects from the approved methods. Applicable destination requirements, currency or asset, conversion terms, charges and conditions for completed payment must be disclosed before the instruction is accepted. No method gives the Supplier control over Inflow’s underlying accounts. The election of a settlement currency or asset is governed by Article 5.16.

5.9 Compliance

Inflow may screen Transactions and beneficiaries, request supporting records, reject prohibited instructions and comply with lawful freezes, sanctions and reporting obligations. It will not disclose information where prohibited by law or an applicable investigation restriction.

5.10 Adjustments and set-off

The Resale Margin is reflected once in the calculation of the Supplier purchase price under Article 6; it is not a second fee deducted from that price. The Supplier authorises Inflow, without separate consent for each operation, to deduct Additional Fees and set off amounts contractually owed by the Supplier against purchase-price amounts before Payout, including amounts recorded as available or reserved. Deductions must be supported by an intelligible transaction or cost record. Reciprocal monetary claims between the same parties may be contractually set off, including future claims when they coexist, to the extent lawful. The parties acknowledge that monetary claims arising out of the same Transaction, the same purchase-and-resale relationship or the performance of these Terms constitute connected claims (créances connexes) within the meaning of French law. Set-off between such claims may accordingly be invoked at any time, including after the opening of insolvency proceedings against either party, to the extent permitted by mandatory law. Inflow need not exhaust a Reserve or another remedy before seeking payment of an outstanding debt. An estimated exposure is secured by a Reserve, not booked as a final loss. Amounts owed by another Supplier or Platform are not cross-netted without a separate valid legal basis binding the affected parties. Statements distinguish Customer price and tax, Supplier purchase price and tax, Resale Margin, Inflow service fees, external costs, Reserves, final adjustments and completed payments. The same economic item may not be recovered twice.

5.11 Payout modes and availability

The Supplier may request payment of all or part of its Available Payable during the relationship through the Services or, if access is restricted or closed, through the verified contact channel under Articles 10.2 and 36. Amounts recorded as available remain subject to subsequent lawful adjustments, Reserves and restrictions under these Terms. Inflow may offer on-request, automatic or early Payout features, subject to eligibility, accepted settings and the conditions of the selected method. An automatic Payout requires an authenticated standing instruction or other expressly accepted arrangement identifying its destination and execution settings. Early Payouts follow Articles 5.14 and 5.15. The Supplier must maintain valid payout details and provide information reasonably required for execution. No feature name creates a guaranteed execution time, availability level or obligation to provide early payment unless expressly agreed. The availability of withdrawal throughout the relationship does not restart the payment term of each underlying purchase-price debt or extend a mandatory payment deadline. Unless a different lawful deadline is expressly agreed in a Commercial Schedule, each purchase-price debt is payable 45 days from the date of the corresponding Supplier invoice, which is issued as a periodic invoice at each Payout for the Transactions it settles and, for the remaining Transactions of the month, no later than the last day of that month. If no Payout request has been made, Inflow shall make payment of the Available Payable to the Supplier's default payout destination under Article 5.17 no later than that deadline, without a further request being required. The constitution of the Reserve under Article 7.1 is settled by set-off on that date and does not defer payment of the Purchase Price. Inflow may make a payment necessary to comply with such a deadline. Closing payments and remaining exposure follow Articles 10.2 and 10.3.

5.12 Designated recipient

The Supplier may instruct Inflow to pay an identified amount owed to it directly to a verified third party at an approved external destination instead of paying that amount to the Supplier. The Supplier must give an authenticated instruction identifying the recipient, amount, payment details and relevant payment reference. Inflow may request reasonable supporting evidence of the recipient's identity and of its economic or contractual relationship with the Supplier. Inflow may verify, accept or refuse the instruction for compliance, security, fraud or operational reasons. Effective payment to the approved recipient discharges Inflow's corresponding debt to the Supplier to that extent; the Supplier may not claim the same amount again. Inflow records the instruction and payment reference. This option is limited to the Available Payable or an existing purchase-price amount separately approved for early Payout under Article 5.14, and does not itself assign the claim. An internal credit to another Inflow record is governed separately by Article 5.13.

5.13 Internal reallocations

An entry on another Inflow balance is not an external payout. Any assignment, novation or other internal discharge requires a separate valid agreement identifying its effect on the affected parties' claims. Technical access or a ledger entry alone does not extinguish the original Supplier Receivable.

5.14 Early payment of existing purchase-price debts

Inflow may, at its reasonable discretion and using its own treasury, approve early payment of all or part of a purchase-price debt arising from an already accepted Transaction, including before its ordinary payment date or receipt of the corresponding proceeds from a Provider. The approved amount and the debts to which it is allocated must be identified. This feature does not fund projected or unaccepted future sales, create a revolving loan facility or purchase a receivable owed by a third party. Inflow may decline, limit or discontinue the early-payment feature for future instructions under Articles 32 and 43 where applicable, without reversing completed payments or altering accrued debts by that decision alone. Any specific early-payment charge requires prior disclosure and acceptance under Articles 5.8 and 6.3; no such charge is created by this paragraph. For the avoidance of doubt, an early Payout is the payment by Inflow, before its contractual due date, of its own existing purchase-price debt. It is neither a loan, an advance, a credit facility nor the discounting or purchase of a receivable. Any charge for this feature is set in the Commercial Schedule as a fixed amount, a percentage of the amount paid early, or both, and is not calculated by reference to the period by which payment is anticipated. Approval of an early Payout does not release a separate Reserve or override a legal restriction unless a lawful release is expressly recorded.

5.15 Effect of early Payout

An early Payout discharges the identified purchase-price debt once, to the extent of effective external receipt under Article 5.3. Subsequent receipt of proceeds from a Provider does not recreate that debt or entitle the Supplier to a second payment. A failed or returned Payout is reconciled under Article 5.3. Early payment does not waive valid purchase-price adjustments, refunds, chargebacks, attributable Scheme or Provider assessments, penalties or other liabilities allocated to the Supplier under Articles 23 and 24. Those liabilities remain recoverable by set-off or direct demand, including beyond the remaining balance and after termination. Payment is not repayable solely because it was early or because a Provider delays or fails to pay Inflow for a reason unrelated to a liability allocated to the Supplier. The accounting record distinguishes the debt paid from any later adjustment or separate Supplier debt; the same item may not be recovered twice.

5.16 Settlement elections

The dashboard records the Supplier Receivable, being Inflow’s own commercial debt. An election made through the dashboard, including the selection of a settlement currency or asset and of the corresponding amount, is an instruction concerning the manner in which Inflow shall discharge that debt. It is not an exchange, transfer or disposal of funds or assets belonging to the Supplier, who holds none. Until effective Payout under Article 5.3, all funds and assets remain Inflow’s property and form part of its own treasury; the Supplier holds no right, title or interest in them, no individualised holding and no segregated, escrowed or safeguarded position. Upon acceptance of an election, Inflow is bound to discharge the identified Supplier Receivable, up to the elected amount, in the elected currency or asset, at the rate determined on execution and within the applicable payment term; acceptance does not release a Reserve, waive a set-off right or accelerate a payment term. An accepted election is irrevocable. Inflow acquires the elected currency or asset at the time of execution and does not hold, custody or administer any currency or asset on behalf of the Supplier. The Supplier may not maintain a position in an elected asset, reverse an election or transfer any recorded amount to another Supplier or dashboard user, and the Services do not include any exchange, custody, transfer or investment service in respect of crypto-assets. Where the elected asset is a crypto-asset, conversion occurs solely to execute the Payout, the applicable rate and any conversion cost are disclosed before acceptance of the election under Article 5.8, and the Supplier bears any variation in the value of the elected asset after effective Payout.

5.17 Default payout destination

At onboarding, the Supplier designates an external payout destination under its exclusive control as its default destination. That destination may be a bank account or a self-custodial wallet whose private keys are generated and held by the Supplier alone; Inflow holds no key, share, recovery mechanism or other means of access to it, and verifies the Supplier’s control of the destination before activation. Where, by the payment deadline under Article 5.11, the Supplier has made no Payout request and no election under Article 5.16, Inflow pays the Available Payable to the default destination in the currency in which the Supplier Receivable is denominated. Where the destination can only receive crypto-assets, payment is made in an electronic money token referenced to that currency and issued by an authorised issuer, at par; by designating such a destination the Supplier accepts payment in that form. Inflow has no discretion to pay in any other currency or asset under this Article. Payment is complete upon confirmation of the transfer to the designated destination; the Supplier bears the loss of, or loss of access to, its keys. The Supplier may change its default destination at any time, subject to Article 12.2.

5.18 Collection mandate

Without prejudice to the finality of any payment made to it, the Supplier authorises Inflow to collect, from the payout destination designated under Article 5.17, any amount owed by the Supplier to Inflow under the Agreement that is due, liquidated and documented, and that remains unpaid seven (7) calendar days after a reminder identifying the amount and its basis, including chargebacks, refunds and costs arising after a Payout. Inflow collects under this Article only to the extent the amount is not recovered by application of the Reserve under Article 7.5 or by set-off against amounts falling due under Article 5.10; the payment of the Purchase Price itself is never conditional on, or affected by, this Article. Collection is made in the currency or electronic money token in which Inflow paid the Supplier, is limited to the amount stated in the reminder, and may be executed through the technical means of the Approved Integration, including a pre-authorised transfer instruction. Nothing is reserved, blocked or earmarked in advance: the Supplier remains free to dispose of the funds and assets at its destination at all times, and the authorisation confers on Inflow no custody of, and no control over, those funds or assets other than the execution of a collection within the limits of this Article. Each collection is recorded and shown on the statement. The Supplier may revoke this authorisation on notice, with effect for future collections only; a revocation does not affect amounts already due and entitles Inflow to require a Reserve under Article 7.2. This Article is a payment mandate and does not constitute a security.

Article 6 — Purchase Price and Resale Margin

6.1 Sale price and tax basis

The Net Sale Price is the agreed Customer resale price after discounts and excluding VAT or analogous sales taxes. The Gross Customer Price includes those taxes. Where the agreed price is tax-inclusive, the included tax is deducted to determine the Net Sale Price and is not added again. The Customer must receive the legally required total price before placing a binding order. Customer sales taxes form part of the base on which the Resale Margin is calculated under Article 6.2, but never form part of the Supplier purchase price, which is determined on the Net Sale Price. Any agreed departure from this pricing basis must be identified in the accepted Commercial Schedule.

6.2 Purchase price and Resale Margin

Unless varied by an accepted Commercial Schedule, the Supplier purchase price equals the Net Sale Price less Inflow's Resale Margin. The default Resale Margin is an amount equal to four per cent (4%) of the Gross Customer Price. The Supplier purchase price is accordingly determined as follows: Supplier purchase price = Net Sale Price − (Resale Margin rate × Gross Customer Price), exclusive of any VAT legally due on the Supplier’s supply to Inflow. Customer sales taxes serve only as part of the base of the Resale Margin and are never deducted from, or added to, the Supplier purchase price. Applicable Supplier VAT is added to the purchase invoice; exemption or reverse charge applies only where legally justified. The Resale Margin is the agreed purchase-resale price difference, not a collection commission or an additional service fee. The processing fee and other Additional Fees are separate under Article 6.8. Reserves affect payment availability, not the purchase price. Adjustments follow Articles 23 and 24 without duplicate recovery.

6.3 Additional Fees and pricing disclosure

Additional Fees comprise separately identified Inflow service fees and external costs passed through to the Supplier under these Terms. The accepted Commercial Schedule or an express default in these Terms must identify the chargeable event, rate or objectively determinable cost basis, currency and applicable tax treatment before the affected Transactions or optional service. External cost allocation follows Article 6.6; specific risk-tool charges follow Article 6.9. A separately agreed Platform remuneration or other charge is payable by the Supplier only if it expressly accepted that allocation and it is not already included in the purchase-price formula or another charge. The Resale Margin rate, fixed fees and fee currencies may differ by Supplier, currency or agreed commercial arrangement; the figures in these Terms are default prices, not permanently guaranteed rates. Inflow may revise them prospectively under the notice and acceptance procedure in Article 32. The revised Commercial Schedule identifies the applicable rates, amounts, currencies and effective date. Changes do not reprice past Transactions.

6.4 Records and cost substantiation

Inflow may keep its negotiated Provider agreements and unrelated acquisition costs confidential, but must provide sufficient transaction or cost information to substantiate amounts passed through to the Supplier. Inflow service fees, including the fixed processing fee under Article 6.8, must be distinguished from actual external costs. The Supplier may not be charged an undisclosed discretionary penalty. Applicable rebates, reversals or recoveries attributable to a passed-through cost are credited to the extent that cost was borne by the Supplier. No item is billed both as an included cost and as a separate pass-through.

6.5 The purchase-price debt is denominated in the relevant sale currency unless another denomination is expressly agreed. Inflow's own treasury gains or losses do not change that debt. Where the Supplier selects a different payout currency or method, the conversion terms and applicable charges must be disclosed and accepted under Article 5.8. An indicative equivalent displayed in the dashboard does not change the agreed denomination or confer ownership of the corresponding asset.

6.6 External costs

Unless an accepted Commercial Schedule expressly includes them in another price or assigns them to Inflow, the Supplier bears the actual Scheme, interchange, acquiring and Provider transaction costs incurred by Inflow for its Transactions, including Visa, Mastercard and other applicable networks. This is an actual-cost pass-through without mark-up, not an additional percentage margin. Only charges attributable to the Supplier's Transactions or activity may be allocated; a shared external assessment requires an objective allocation reflecting its attributable share. If a Provider combines interchange, Scheme and acquiring charges in one amount, that amount is passed through once, not together with its already included components. The Provider's actual charging base may include Customer sales taxes and need not equal the Net Sale Price used for the Resale Margin. Optional-method and risk-tool charges remain subject to Articles 5.8 and 6.9. Dispute, refund, monitoring, forensic and similar costs remain subject to Articles 23 and 24, including the exclusion of Inflow's own attributable fault. Costs billed later may be reconciled when substantiated; provisional estimates are identified and are not treated as final incurred charges. These provisions do not transfer Inflow's obligations to its Providers to the Supplier or recover unrelated general overheads.

6.7 Separate tax treatment

Customer resale VAT, any VAT on the Supplier purchase and any tax legally applicable to Additional Fees are accounted for separately. Charges incurred in Inflow's own name are not treated as tax-exempt disbursements on the Supplier's behalf merely because they are passed through at cost. Recoverable input VAT on an external cost is excluded from that cost base; any tax legally chargeable on the resulting fee is then applied under its own rules. A separately invoiced fee or indemnity does not automatically reduce the taxable Supplier purchase price. A genuine price adjustment requires the corresponding invoice or credit-note treatment.

6.8 Fixed processing fee

Unless replaced by accepted commercial terms, Inflow charges a separate processing fee of 0.35 in the Transaction currency for each successfully captured Transaction. A different amount or currency and any conversion basis must be disclosed in the accepted Commercial Schedule before processing. This fee is separate from the Resale Margin and actual external costs under Article 6.6. The margin and fee may change prospectively under Articles 6.3 and 32. Applicable taxes follow Article 6.7. No fixed chargeback-handling or representment fee applies under these Terms; actual external costs are passed through under Articles 6.6 and 24. No other standalone service fee is created without prior disclosure and acceptance.

6.9 Risk-management costs

Inflow may use proportionate fraud-prevention, dispute-management and security measures where reasonably required. Actual external costs attributable to the Supplier's Transactions or activity are recoverable under Articles 6.6, 23 and 24, without duplication. The applicable charging events and objectively determinable cost basis must be disclosed before use, except urgent costs recoverable under an existing indemnity. Inflow will notify the Supplier of additional measures and their cost basis when lawful and practicable. Any separate Inflow service fee requires prior disclosure and acceptance.

Article 7 — Reserves, Financial Risk & Credit Risk

7.1 Unless expressly varied by an accepted Commercial Schedule, the Supplier shall provide Inflow, where Inflow so elects, with a Reserve equal to five per cent of the Gross Customer Price of each accepted Transaction, whatever the payment method, as security for the refunds, chargebacks, costs and other liabilities allocated to the Supplier under the Supplier Agreement, these Terms and any accepted Commercial Schedule. The Reserve is constituted on the payment date of the corresponding Purchase Price: Inflow pays the Purchase Price in full within the term set out in Article 5.11, and the Supplier’s obligation to transfer the Reserve, which falls due on the same date, is discharged by set-off against that payment. Both operations are shown separately on the statement. Upon constitution, ownership of the Reserve passes to Inflow, which may use it and owes the Supplier its restitution in accordance with Articles 7.4 to 7.8. Each portion is scheduled for restitution at the initial release date calculated under Articles 7.6 and 7.7, subject to justified extension under this Article. The Reserve does not form part of the Resale Margin, does not reduce the Purchase Price and does not affect the taxable base of the Supplier’s supply.

7.2 Inflow may require the Supplier to provide, increase or replenish a specific Reserve, at its reasonable discretion, for actual or reasonably anticipated refunds, chargebacks, delivery or performance delays, suspected fraud, security incidents, credit or insolvency risk, and Scheme or Provider exposure attributable to the Supplier's Transactions or activity. An additional Reserve is constituted by set-off against the Purchase Prices next falling due or, at Inflow’s request, by transfer by the Supplier within seven (7) days. Inflow need not wait for a chargeback or payment demand to be received. The aggregate Reserve may reach, but not exceed, one hundred per cent (100%) of the Supplier Receivable outstanding. Any Reserve above the base rate of Article 7.1 must be reasonably related to quantified or supportable exposure, notified to the Supplier with its grounds, and reviewed at least monthly; the mere ability of a network to accept disputes does not justify requiring a Reserve on every Supplier payable without assessment. During an urgent investigation, Inflow may temporarily suspend Payout under Article 43 pending assessment.

7.3 Inflow may require or adjust a Reserve immediately where the risk requires it. It will notify the Supplier of the amount or calculation and the grounds when lawful and without compromising an investigation. Inflow reassesses exceptional Reserves as relevant exposure changes and may request further evidence from the Supplier. No fixed periodic review timetable applies. Confidential security information and information subject to legal restrictions need not be disclosed.

7.4 At the initial release date, Inflow’s obligation to return the relevant Reserve portion falls due and the corresponding amount becomes Available Payable unless Inflow reasonably identifies continuing exposure justifying an extension under Articles 7.7 or 7.8. Inflow may release amounts earlier where no longer required. Amounts exceeding the reasonably required security must be released without undue delay; unaffected payables remain subject to Article 5.11. A release to Available Payable is not itself a Payout. Inflow’s obligation of restitution is not extinguished merely because time has elapsed or access has ended.

7.5 Inflow may separately suspend processing, credentials, a Payout instruction or other affected functionality under Article 43. Suspension does not itself cancel a Supplier Receivable or make an estimated loss a due debt. Article 10.3 governs post-termination Reserves. Inflow may set off its obligation to return the Reserve against any debt or price adjustment validly arising under these Terms, with appropriate reconciliation; the Reserve is applied definitively only to that extent.

7.6 Applicable dispute period

The reference period is the time allowed to initiate a dispute, chargeback, reversal or analogous claim under the rules of the Scheme or payment method used for the Transaction. Inflow determines the applicable deadline using the relevant claim grounds, starting event and any outer limit, including permitted delivery or performance dates. Where several grounds are reasonably relevant, the latest applicable deadline and its corresponding starting event determine the reference period. Inflow records and communicates the calculation and dates. Unrelated network periods and deadlines for responding to a dispute are not used.

7.7 Initial release and extension

Initial release is scheduled halfway through the reference period under Article 7.6, measured from its applicable starting event, rounded up to a whole calendar day and subject to any outer limit. Inflow may, at its reasonable discretion based on available evidence of continuing or emerging exposure, extend the affected Reserve up to the applicable deadline for initiating a claim. The period does not restart; revised triggers apply only where permitted by the applicable rules. Where the payment method has no finite dispute period, the initial release date is sixty (60) days from capture, unless a different period is expressly agreed before activation of that method. The half-period release is Inflow's contractual policy, not a Scheme requirement.

7.8 Unresolved exposure

A proportionate Reserve may remain after the initial-claim deadline for a timely initiated dispute until the proceedings and attributable costs are resolved. A separate legal restriction, binding Provider hold or identified exposure may justify continued retention of the Reserve only to the extent lawful and reasonably necessary. Inflow identifies that basis, reassesses the amount and releases any excess. Reserve release or Payout does not waive subsequent valid claims against the Supplier under Article 24.

Article 8 — Tax Obligations

8.1 Inflow is responsible for determining, invoicing, reporting and paying taxes legally imposed on its Customer resale, using accurate Product, location and tax-status information supplied by the Supplier. The Supplier remains responsible for taxes on its own supply to Inflow, its income, personnel and other activities, subject to any applicable reverse-charge mechanism.

8.2 B2B status does not itself make a supply VAT-free. Exemption, reverse charge, territoriality and export treatment apply only when their legal conditions and evidence are satisfied. Each party must cooperate on corrections and retain supporting records. No party must reimburse the other for a tax penalty caused solely by that other's fault.

Article 9 — Invoices

9.1 Inflow issues Customer invoices in its own name. Supplier-to-Inflow purchase invoices are issued by the Supplier or under the prior self-billing mandate in Article 40. A reconciliation statement, Reserve movement or payout is not a substitute for an invoice where one is legally required. Invoice dates and tax points follow the applicable supply and tax rules, not an artificial rule that every purchase occurs at payout.

9.2 Invoices, credit notes and statements must permit reconciliation to the Transaction and distinguish the Customer resale from the Supplier purchase. The Supplier purchase invoice records the agreed purchase price and its own applicable tax treatment. The Resale Margin is already reflected in that purchase price and is not also invoiced to the Supplier as a commission or service fee. Additional Fees are separately identified and invoiced or otherwise documented according to their actual legal and tax character under Articles 6.3 to 6.7. Set-off changes the amount paid, not the underlying invoice amounts or tax treatment by itself.

9.3 Unless a specific provision or Commercial Schedule states another lawful deadline, separately invoiced debts owed by the Supplier to Inflow are payable 45 days end of month from the invoice date. Actual chargeback principal, refund liabilities and documented external assessments under Article 24 are payable within seven calendar days of a substantiated demand, without preventing lawful earlier set-off. Estimates are not payable final assessments merely because they have been notified.

9.4 Subject to mandatory law, overdue business invoices bear interest at the applicable European Central Bank reference rate plus ten percentage points and the statutory EUR 40 recovery indemnity, together with duly justified additional recovery costs where recoverable. A good-faith dispute must identify the disputed items promptly; undisputed amounts remain payable. Mandatory late-payment rights available to the Supplier against Inflow are not excluded.

Article 10 — Termination

10.1 Either party may terminate the relationship on 30 days' written notice, subject to any longer mandatory notice for an established commercial relationship. Inflow may immediately suspend affected Services and may terminate immediately for fraud, unlawful activity, serious Security Incident, prohibited processing, a material breach incapable of cure or a legal or binding Provider requirement that prevents continuation. Inflow may also terminate immediately where either threshold of Article 24.6 is exceeded, or where a Scheme or Provider places Inflow in a monitoring programme by reason of the Supplier’s Transactions. For a curable non-urgent material breach, Inflow gives written notice identifying the breach, the required remedy and a reasonable cure period of at least seven calendar days, subject to a shorter binding deadline explained in the notice. The notice expressly warns that failure to remedy may result in termination. If the breach persists, Inflow may notify termination and its grounds. Immediate protective measures under Article 43 do not require completion of that cure process; suspension and termination remain distinct decisions.

10.2 Termination ends new Transactions and ordinary access rights, without extinguishing accrued purchase-price debts, liabilities, lawful Reserves, dispute rights or consumer obligations. Inflow sends a closing statement to the registered business email identifying the balance, deductions, Available Payable, Reserve amounts and their release conditions, completed payments and any debt owed by the Supplier. It provides a verified contact channel for records, payment requests and reconciliation without requiring continued dashboard access. Where exposure remains unresolved, the statement is provisional; material financial changes are notified and a final reconciliation follows resolution. Relevant records remain available on reasonable request subject to legal retention, confidentiality and security requirements.

10.3 Remaining exposure

On termination, Inflow may retain the Reserve to the extent reasonably required under Article 7, refund affected Customers under Article 24 and apply valid adjustments and set-off. Termination does not restart or automatically extend Reserve periods. The remaining Supplier Receivable is payable under Article 5.11 through the closing process in Article 10.2. No general forfeiture applies. A possible future claim is not automatically a final debt. Insolvency-related measures remain subject to mandatory insolvency law, and closure does not release outstanding liabilities.

Article 11 — Third-Party Materials

Links, integrations and third-party content are provided within their approved scope. Third-party terms apply only where lawfully applicable and made available for the relevant function. Inflow remains responsible for its own contractual commitments and cannot transfer its purchase-price debt to a Provider merely by using that Provider. Provider outages may affect performance but do not automatically discharge Inflow's monetary obligations.

Article 12 — Inflow Accounts & External Payout Destinations

12.1 Accounts, subaccounts and other destinations used for Inflow's own operations remain under Inflow's operational control and are distinct from the Supplier's external payout destination. The Supplier receives access to records and approved request functions, not direct disposal rights over the underlying assets.

12.2 The Supplier must verify beneficiary details, network compatibility and authority to nominate a recipient. Inflow may apply beneficiary whitelists, cooling-off periods after changes and independent verification. Instructions may be cancelled until the disclosed irrevocability point; cancellation after submission is not guaranteed. That operational point is not the Payout point.

12.3 Inflow will provide a payout reference and status and reasonably assist in tracing failed payments. Loss caused by incorrect authorised details is allocated to the responsible party, with reasonable mitigation. Inflow remains responsible for a departure from the accepted instruction attributable to it.

12.4 Rights and completed payments arising under a prior arrangement are addressed through the transition provisions in Article 42. These Terms do not retroactively undo a completed payment or transfer an asset already belonging to the Supplier.

Article 13 — No Additional Financial Undertaking

The Services do not provide investment advice, fiduciary management, interest-bearing savings or a return on the Supplier Receivable or on the Reserve, which does not bear interest. These limitations do not reduce Inflow's obligation to pay its valid commercial debts or excuse a breach of its own duties.

Article 14 — Intellectual Property Ownership

Inflow and its licensors retain intellectual property in the Services, APIs, SDKs, documentation, interfaces and security systems. The Supplier retains its Product and content rights and grants Inflow the non-exclusive rights needed to display, market, resell, deliver and support the approved Products and handle continuing Customer claims. Rights necessary to honour existing purchases and retain legal evidence survive termination for that purpose. Neither party acquires the other's trademarks beyond the agreed use.

Article 15 — Restrictions on Use

Inflow grants the Supplier a limited, non-exclusive, non-transferable and revocable licence during the relationship to access and use the Inflow API, its documentation and integration tools solely for the Approved Integration. The API and the related infrastructure remain operated and controlled exclusively by Inflow, which may suspend or withdraw this licence in accordance with Articles 10 and 43. Subject to mandatory statutory rights, the Supplier must not reverse engineer, distribute, materially alter or create an unauthorised substitute for protected payment or security components. Changes affecting payment collection, routing, access rights or security require prior written approval. Authorised integration does not permit replacement of Inflow's payment interface or direct use of its Providers outside that approval.

Article 16 — Company Trademarks

Use of Inflow marks must follow supplied branding requirements. The Supplier must not imply that it holds Inflow's licences, owns Inflow's infrastructure or operates a regulated account merely because it accesses the Services. Customer-facing MoR notices and payment descriptors must be accurate and not hidden. Inflow may require correction of misleading statements about the Services or the nature of Supplier balances.

Article 17 — Prohibition of Misuse

The Supplier must not bypass access controls, authentication, payment interfaces or risk checks; submit false Transactions; misuse payment credentials; process for undisclosed businesses; access private data without authority; or interfere with the Services. Inflow may immediately revoke affected access, isolate the integration and preserve evidence. Reports to authorities, Schemes or Providers may be made where legally required or otherwise lawful and justified.

Article 18 — Responsibility for Foreseeable Loss

Each party is responsible for proven loss attributable to its breach according to these Terms and applicable law. Both must take reasonable steps to prevent and mitigate loss and preserve relevant evidence. A failed Transaction, security alert or dispute does not, without further evidence or an express allocation under Article 24, prove fraud or misconduct by a party.

Article 19 — Limitation of Liability

19.1 Subject to Articles 19.2 and 19.3, Inflow's aggregate liability for damages arising from the relationship in any rolling twelve-month period is limited to the Resale Margin and Inflow service fees actually retained from that Supplier during the preceding twelve months. The calculation excludes Customer sale proceeds other than that Resale Margin, Supplier purchase prices, Reserves, taxes and pure third-party pass-through costs.

19.2 This cap does not limit the obligation to pay an accrued Supplier Receivable or return an amount wrongfully withheld, fraud, wilful misconduct, gross negligence, bodily injury or any liability that cannot lawfully be excluded or limited. No limitation deprives an essential contractual obligation of its substance.

19.3 Supplier refund, chargeback and indemnity obligations are governed by Articles 23 and 24 and are not limited to the amount of its Reserve or available balance. Neither party is responsible under an indemnity for the portion of loss caused by the indemnified party's own breach or misconduct. A Commercial Schedule may expressly vary an otherwise valid liability cap but may not contradict mandatory law.

Article 20 — Indirect Loss

To the extent lawful and subject to Article 19.2, neither party is liable for indirect or unforeseeable loss, including lost opportunities or reputational loss not directly resulting from the relevant breach. This does not exclude expressly allocated Customer refunds, chargebacks, reasonable incident-remediation costs or documented Scheme assessments merely because a third party first charged them.

Article 21 — Liability for Technological Attacks

Inflow will maintain reasonable technical and organisational safeguards appropriate to its Services. The Supplier must secure its own environment and Approved Integration. A cyberattack is not automatically force majeure or an automatic exemption from responsibility. Incident losses are allocated using the contractual duties, causal evidence and applicable law. Cooperation and forensic access must protect legal privilege, unrelated systems and personal data while enabling urgent containment.

Article 22 — Liability for Events Outside Control

A party affected by an event qualifying as force majeure under French law must notify the other promptly and mitigate its effects. Affected non-monetary obligations may be suspended for the legally justified period. A Provider failure is not automatically force majeure. Accrued monetary obligations are not excused merely because a Provider or treasury asset is unavailable. If material performance remains prevented for 30 consecutive days, either party may terminate the affected Services without prejudice to accrued rights and mandatory law.

Article 23 — Supplier Indemnity

The Supplier must indemnify Inflow for documented third-party claims and reasonably incurred defence and remediation costs arising from the Supplier's unlawful Products, infringement, fulfilment failure, material misrepresentation, tax misinformation or breach of its security and integration obligations, to the extent attributable to the Supplier. Recoverable items may include Customer redress, attributable Scheme assessments and reasonable forensic costs, where lawfully transferable. Inflow must give reasonably prompt notice, allow relevant defence participation, mitigate and avoid settlements imposing admissions or non-monetary obligations on the Supplier without consent not unreasonably withheld. Urgent consumer, Scheme and security measures may be taken without awaiting that consent. Inflow's own contribution to the loss is excluded. No item is recovered twice.

Article 24 — Refunds, Chargebacks and Financial Recourse

24.1 As seller to the Customer, Inflow may at any time, at its own discretion and without the Supplier’s prior approval, determine and execute Customer refunds, cancellations and dispute-prevention measures, including to comply with applicable law, Customer terms, Scheme or Provider requirements, to protect Customers or to prevent or resolve fraud and payment disputes. The Supplier bears the resulting amounts as allocated under Article 24.2. These powers continue during suspension and after termination for affected Transactions. A Supplier Reserve does not postpone a Customer refund legally due. The Supplier must provide fulfilment and dispute evidence within the notified deadline, normally seven calendar days or sooner where a binding external deadline requires it. Off-system refunds require Inflow's approval and reconciliation to avoid duplication.

24.2 The Supplier bears purchase-price reversals and documented refunds, chargebacks and external costs attributable to its Transactions or activity, including valid disputes without proven fraud. Refunds and cancellations decided by Inflow under Article 24.1 in good faith on the information available to it are attributable to the Supplier’s Transactions for this purpose. Recoverable costs include Scheme and Provider fees, charges, assessments and lawfully transferable fines, dispute prevention, representment, monitoring, forensic investigation and remediation, subject to Articles 6.6, 6.9 and 23. Amounts attributable to Inflow's own processing error or breach are excluded, including its share where causation is shared. Price and tax corrections must correspond to the affected sale. The same loss or cost may not be recovered twice.

24.3 All amounts validly allocated to the Supplier under these Terms constitute obligations owed to Inflow, whether they arise before or after an ordinary or early Payout, Reserve release, suspension or termination. Inflow may deduct or set off those amounts under Article 5.10 and claim any remaining documented debt under Article 9.3 or collect it under Article 5.18, without first exhausting another remedy. A Reserve, an Available Payable or an Account balance is not a liability cap. If liabilities exceed amounts Inflow owes the Supplier, the Supplier remains directly liable for the excess, including where its balance is zero. Anticipated losses may justify security but are not invoiced as already incurred losses. Statements identify principal, fees, credits and the remaining debt. These obligations survive the end of the relationship, subject to applicable limitation and insolvency rules.

24.4 A successful chargeback defence, Provider reimbursement or other recovery is credited to the party that bore the corresponding loss after lawful, separately agreed costs. Account closure does not prevent recovery or eliminate a credit due to the Supplier.

24.5 Retention of the agreed margin amount

For a Transaction accepted by Inflow and successfully captured, the amount corresponding to the Resale Margin determined under Article 6.2 remains due to Inflow notwithstanding a subsequent full or partial Customer refund, cancellation or chargeback, subject to mandatory law and the allocation of Inflow's own fault under Articles 19, 23 and 24. This contractual allocation preserves that amount once; it does not add a second margin or create a Scheme fee. No amount is retained under this paragraph to the extent the refund, cancellation or chargeback is attributable to Inflow's breach, processing error or misconduct. The amount retained is a liquidated indemnity equal to the Resale Margin, agreed as compensation for the acceptance, processing and reversal of the Transaction by Inflow, and is due irrespective of the costs actually incurred. Reconciliation must distinguish the reversal or reduction of the Supplier purchase price, the amount retained under this paragraph, each party's tax corrections and separately recoverable costs. Where the purchase price is reversed before Payout, any amount needed to preserve the agreed margin is recorded as a separate Supplier obligation, not as a second deduction of the original purchase price. Where Payout has occurred, recovery must take account of that payment and every prior adjustment or credit. A series of partial refunds does not earn the same margin again. The legal and tax character of the retained amount follows its substance under Article 6.7; it is not automatically treated as a tax-exempt indemnity. A rejected order or unsuccessful capture does not earn a Resale Margin under this paragraph; separately accepted event fees remain governed by Article 6.9.

24.6 Elevated dispute ratio

Where, in any calendar month, the combined ratio of chargebacks and Transactions reported as fraudulent exceeds one half of one per cent (0.5%) with more than five hundred (500) Transactions captured in that month, or where, whatever the volume, the Supplier’s Transactions give rise in a calendar month to three (3) or more chargebacks or to one (1) or more Transactions reported to Inflow as fraudulent, whether by the Customer, the card issuer, a Scheme or a Provider, Inflow may require an additional Reserve under Article 7.2, enrol the Supplier’s Transactions in dispute-prevention programmes under Article 6.9, restrict payment methods, territories or limits under Article 5.4, refund Transactions that are the subject of a dispute or alert, and apply its internal risk-management procedures, including enhanced monitoring and verification; these measures remain proportionate to the exposure identified.

Where, in any calendar month, the Supplier’s chargeback ratio exceeds (a) one per cent (1%) with more than two hundred (200) Transactions captured in that month, or (b) three per cent (3%) with more than thirty-four (34) Transactions captured in that month, Inflow may, without prejudice to Articles 7.2 and 43:

• (i) refund, in whole or in part, any or all Transactions recorded on the Supplier’s Account, including Transactions that are not the subject of a dispute, pre-dispute alert or inquiry, without case-by-case assessment, the refunds being borne by the Supplier under Article 24.2; and
• (ii) terminate the relationship with immediate effect under Article 10.1.

The ratios are calculated in accordance with the method of the relevant Scheme or, failing such a method, as the number of chargebacks (and, for the combined ratio, of Transactions reported as fraudulent) received in a calendar month divided by the number of Transactions captured in that month. Inflow notifies the Supplier of the ratio reached and of the measures applied. This Article does not limit Article 24.1: Inflow may refund any Transaction at its own discretion whether or not the thresholds above are reached. Where they are reached, refunds may in addition be generalised to all Transactions recorded on the Supplier’s Account and the relationship may be terminated.

Article 25 — Release

Inflow is not responsible for unrelated disputes between a Supplier, a Platform and another person merely because they use the Services. It remains responsible for its own undertakings, its Customer-facing seller role and any liability imposed by law. No general release removes those responsibilities or the Supplier's claim for its purchase price.

Article 26 — Disclaimer of Warranty

Services are provided within the expressly approved functional scope. Except for express commitments and mandatory obligations, Inflow does not warrant uninterrupted operation, suitability for an undisclosed use or acceptance of every Transaction. No disclaimer excludes the agreed resale, accounting, security or payment obligations.

Article 27 — Service Availability

Inflow will use reasonable efforts to maintain availability, communicate planned maintenance and address incidents according to their severity, subject to Provider constraints and agreed service conditions. The Supplier must not bypass the Approved Integration to address an interruption.

Article 28 — Authorised Instructions

The Supplier authorises Inflow to act on authenticated instructions within the user's assigned permissions, subject to additional checks for high-risk actions. A Platform may give instructions for a Supplier only within an evidenced mandate. A mandate to administer an integration does not itself permit changing the Supplier, redirecting its purchase price, guaranteeing its debt or waiving its claims. Revocations take effect when received and reasonably implementable, without reversing an already irrevocable instruction by themselves.

Article 29 — Transfer and Assignment

The Supplier may not assign the agreement without Inflow's prior consent, not unreasonably withheld for a legitimate restructuring that preserves performance and compliance. Assignment of a receivable requires compliance with applicable formalities and notification and does not defeat existing defences or valid set-off rights. Inflow may transfer the agreement within its group or as part of a genuine business transfer on notice, provided the successor can perform and the Supplier's rights are not materially reduced. Release of an original debtor requires the consent or other legal basis required by law.

Article 30 — Parties to the Agreement

Each Supplier contracts with Inflow for its own approved Products and remains the identified creditor for its purchase price. A Platform or other integration provider is not automatically the Supplier, guarantor or authorised payee. Marketplace access, subaccount-administration permissions and infrastructure rental to a Platform require a separate agreement. Such an agreement does not, merely by its existence, transfer the Supplier's claim or authorise payment instructions on its behalf.

Article 31 — Personal Data, Privacy & Confidentiality

Each party must comply with applicable data protection law for its actual processing role. They ordinarily act as independent controllers for their own Customer, compliance, tax and fraud-management purposes. Where one processes personal data solely for the other's instructions, a compliant processing agreement must be in place before that processing. These Terms do not constitute blanket consent to all processing or international transfers. The applicable privacy notice is available at www.inflowpay.com/privacypolicy; purposes, lawful bases, retention and transfers must match the actual processing.

Non-public commercial, technical and security information must be protected, used for the relationship and disclosed only to authorised personnel, advisers and Providers with appropriate duties, or where legally required. Confidentiality continues for three years after termination; trade secrets and protected personal data remain protected as long as law requires. Exceptions cover information lawfully public, already known, independently developed or lawfully received without restriction.

Article 32 — Changes to the Agreement

32.1 Inflow may propose changes by durable notice containing the revised text or an accessible downloadable copy, version, effective date and a meaningful summary. Material changes, including pricing and settlement rights, require at least 30 days' notice unless a longer period is required. The Supplier may reject and terminate before effectiveness without a new termination charge, subject to accrued obligations.

32.2 Acceptance must be established by a legally effective mechanism and retained evidence. Express signature or authenticated click acceptance will be required for a material migration changing existing asset ownership, control or custody rights. Continued use may evidence acceptance of prospective operational changes only where lawful, clearly notified and consistent with the agreed mechanism. Silence does not transfer an existing asset.

32.3 Legally required changes may take effect within the mandatory timeframe. Urgent security controls may apply immediately under Article 43 without pretending to amend historical financial rights. A new optional service applies only when accepted and activated.

Article 33 — Entire Agreement

The contract consists of the accepted Supplier Agreement, these Terms and accepted Commercial Schedules. A specifically negotiated, signed provision identifying the clause it varies prevails to that extent; commercial pricing and timing expressly agreed in a Commercial Schedule prevail over corresponding defaults, subject to mandatory law. Otherwise the Supplier Agreement governs Product supply, the self-billing mandate, the qualification of the relationship as a purchase and resale, the status of Inflow as principal seller and Merchant of Record, the passing of title and risk, tax treatment and the allocation of responsibilities between the parties, and these Terms govern common infrastructure, security, payout and risk mechanics. The same fee or indemnity may not be applied twice. Marketplace, Inflow Connect and other separately contracted services remain governed by their respective agreements. These Terms do not amend those agreements without the required acceptance. Customer terms govern the Customer sale only.

Article 34 — Severability

If a provision is invalid or unenforceable, the remaining provisions continue so far as legally possible. The parties will seek a valid replacement preserving the lawful commercial objective without recreating the invalid effect. No severability rule validates a prohibited activity or removes a mandatory safeguard.

Article 35 — Enforcement

Authenticated acceptances, notices, API audit trails and reconciled electronic records may be used as evidence, subject to contrary evidence and applicable law. They are not irrebuttable proof. A failure or delay in enforcing a right does not waive it. Remedies may be combined only without duplicate recovery. Limitation periods follow applicable law unless validly agreed otherwise.

Article 36 — Notices

Routine communications may be delivered through the Account and registered business email. Material amendments, termination notices and payment demands must also be sent to the registered email with a durable copy or download. A known delivery failure must be addressed using another verified channel; sending alone is not conclusive proof of receipt. Emergency controls need not await acknowledgement. Contract notices to Inflow may be sent to its registered office or the contractual notice email address expressly notified by Inflow to the Supplier. The Supplier must keep its notice details current.

Article 37 — Mediation

The Supplier may submit a reasoned complaint with relevant references to the Article 36 contact. Inflow will acknowledge and examine it within a reasonable period. The parties may voluntarily appoint a mediator. Business mediation is not a condition preventing urgent relief, preservation of rights or compliance with a limitation period, and these business provisions do not replace consumer complaint rights.

Article 38 — Applicable Law

French law governs the agreement, subject to mandatory rules that cannot lawfully be excluded. References to regulatory, tax and Scheme requirements mean those actually applicable to the entity, territory and function concerned, as amended from time to time.

Article 39 — Jurisdiction

The parties will first seek an amicable resolution for 30 days after a reasoned dispute notice, unless urgency or a limitation period requires earlier action. Subject to mandatory jurisdiction rules, disputes are submitted to the competent commercial court in Paris, including the Tribunal des activités économiques de Paris while competent. Interim, protective and evidence-preservation proceedings may be brought before any competent court. No contractual negotiation period bars debt preservation or urgent security relief.

Article 40 — Self-Billing Agreement

40.1 By accepting the Supplier Agreement and this Article before the first self-billed invoice, the Supplier mandates Inflow to issue invoices and credit notes in the Supplier's name and on its behalf for supplies to Inflow only. This is an invoicing mandate, not an agency characterisation of the Customer sale. The mandate takes effect on valid acceptance and continues for an indefinite term throughout the commercial relationship, unless either party ends it under Article 40.3. No periodic renewal is required. A restriction or suspension of dashboard access does not by itself terminate the mandate. Individual invoices remain subject to acceptance under Article 40.2. After that relationship ends, the mandate covers only documentation of supplies made during it and their lawful corrections, subject to its termination provisions.

40.2 Self-billed Supplier invoices are distinct from Customer invoices and Payout statements. Inflow issues and provides copies bearing the legally required self-billing and invoice details within applicable invoicing deadlines. A Payout request may trigger issuance where lawful; existing invoices are referenced, not duplicated. Inflow retains the invoice version, any confirmation wording, user identity and timestamp. Each self-billed invoice is notified to the Supplier on issue and made available for consultation and download. Where the Supplier does not contest an invoice through the Services or the verified contact channel within fifteen (15) days of that notification, the invoice is deemed accepted; a contestation within that period is dealt with under Article 40.3. The Supplier may also accept an invoice expressly, through an authenticated control clearly stating that the action accepts it and requests Payout; express acceptance takes effect immediately. A standing Payout instruction alone does not accept future unidentified invoices. Acceptance does not evidence completed payment or waive correction of errors or mandatory rights. Disputed invoices follow Article 40.3; requesting correction does not itself extinguish the Supplier Receivable or justify withholding unrelated undisputed amounts. Invoice issuance and acceptance do not extend payment deadlines or change statutory tax responsibilities.

40.3 The Supplier must not issue duplicate invoices for supplies covered by the mandate, must promptly communicate changes to its tax status and must request missing copies. A disputed invoice is corrected through an appropriate credit note or replacement, not hidden by changing the payout record. Either party may end the mandate on 30 days' notice while agreeing a lawful replacement invoicing process. Where mandatory electronic invoicing, e-reporting or retention rules apply to supplies covered by the mandate, the parties shall implement them, including the transmission of self-billed invoices through a registered platform, and shall adapt the mandate as required. Inflow may suspend self-billing for any supply that cannot lawfully be invoiced under the mandate until compliance is restored.

Article 41 — VAT Exemption Regime

Any French purchase-in-franchise arrangement under Article 275 of the French General Tax Code requires its actual legal eligibility, applicable limits and required certificates. The regime benefits Inflow as purchaser of Products intended for resale. It may be relied upon only where Inflow's resale of those Products itself qualifies as an exempt export or intra-Community supply, within Inflow's annual quota and against delivery by Inflow to the Supplier of the required certificate. It does not apply to Products resold to Customers under a taxable supply, including distance sales declared under the One-Stop Shop. Neither a cross-border sale nor B2B status is sufficient by itself. Without valid evidence, the ordinary applicable VAT treatment is used. Inflow may request and retain relevant certificates and reconcile exhausted limits. This Article does not create a general Supplier waiver of tax or transfer Inflow's own resale VAT obligation to the Supplier.

Article 42 — Effective Date

42.1 This version bears reference IP-TC-2026-10-16. It becomes effective for a new Supplier when validly accepted with an identified effective date. For an existing Supplier, Article 32 and the agreed transition apply. Inflow retains the accepted version, effective date and evidence of acceptance.

42.2 The July 2026 Business T&Cs are replaced only prospectively from the relevant effective date except where a valid transition expressly provides otherwise. Accrued debts, completed payments, reserves and existing asset or control rights must be reconciled at that date. A technical setup change or revised dashboard label alone does not retrospectively alter their legal character.

42.3 The transition record must identify the accepted prior version, effective cutover date, opening balances, outstanding exposure, treatment of existing assets and evidence of any required consent. Historical ownership rights are changed only by a legally effective transaction.

Article 43 — Account Features, Functionality & Service Configuration

43.1 Inflow controls the configuration, operation and permitted use of its infrastructure, including collection arrangements, internal balances, subaccounts, APIs, dashboard features, credentials and execution of payouts. The Supplier receives a limited right of access for information and approved requests, not an ownership right in that infrastructure or an entitlement to a particular feature. Inflow may configure, restrict, replace or withdraw features for operational, commercial or risk-management purposes, subject to its express commitments and Articles 10 and 32 where applicable.

43.2 Inflow may immediately suspend or revoke access, disable an integration or payment method, restrict a payout instruction, require remediation or refuse Transactions where reasonably required by security, suspected fraud, compliance, Scheme or Provider requirements, material breach or operational integrity. Inflow selects, at its reasonable discretion, whether a warning, remediation requirement, partial restriction or immediate suspension is appropriate to the grounds and risk identified. Protective measures may take effect without prior notice or prior consent where reasonably required; no warning or cure period is a prerequisite to urgent containment. Inflow determines the appropriate containment and restoration measures and may require evidence, testing or changes to the integration before restoring access. Information is provided when lawful and without compromising security or an investigation; no fixed contractual incident-report or restoration deadline applies to Inflow unless separately agreed. Mandatory notification duties remain applicable.

43.3 Lawful exercise of these rights is not itself a breach of these Terms. Restricting visibility or access does not cancel the underlying Supplier Receivable. Inflow may set off amounts under Article 5.10, retain the Reserve under Article 7 and recover liabilities under Articles 23 and 24. The remaining debt stays subject to Article 5.11. This Article does not exclude liability for Inflow's own breach or permit double recovery.

Article 44 — Prohibited and High-Risk Lines of Business

44.1 Inflow does not accept unlawful Products, stolen or counterfeit goods, infringement, malware or stolen data, fraud or deceptive schemes, sanctions evasion, human trafficking, sexual exploitation, illegal drugs, unlawful weapons or activities designed to conceal the true seller, customer or source of funds.

44.2 The following are also prohibited business categories under these Terms, even where a particular activity might otherwise be lawful:

• adult content, pornography and sexually explicit material;
• gambling, betting and games of chance;
• financial services requiring regulatory authorisation, including investment advice, forex, crypto exchanges and money transmission;
• firearms, ammunition, weapons and related accessories;
• controlled substances and drug paraphernalia;
• tobacco, e-cigarettes, vaping products and related accessories;
• pharmaceuticals and prescription drugs;
• health products with unverified medical claims;
• multilevel marketing and pyramid schemes;
• get-rich-quick offers and misleading financial products;
• hacking tools and cybercrime services;
• escort and prostitution services;
• negative-option or subscription traps without clear consent;
• charitable solicitation without proper licensing;
• bail bonds, debt collection and bankruptcy legal services; and
• categories prohibited by applicable Schemes or Providers.

Inflow may designate additional prohibited categories by notice under Article 32, with immediate protective measures where Article 43 applies. Approval of a high-risk business under Article 44.3 does not override these prohibitions.

44.3 Enhanced approval and controls may apply to:

• high-value digital goods or services with an average transaction value above EUR 500;
• travel, ticketing and future delivery;
• lawful subscriptions and trials with clear consent;
• user-generated content;
• marketplaces and aggregators;
• businesses with prior fraud or chargeback issues or higher-risk geographies; and
• other materially higher-risk activities identified by Inflow, Schemes or Providers.

The Supplier must disclose changes before processing and obtain approval. Inflow may refuse any activity that its Providers cannot lawfully or operationally support.

Acceptance

By signing or electronically accepting these T&Cs after receiving the complete text, the Supplier confirms its acceptance of the Merchant of Record model, the nature of the Supplier Receivable, payout conditions, self-billing mandate, access restrictions, Reserves, set-off, financial recourse, liability provisions and applicable pricing. The authorised representative binds the identified business. Inflow retains the accepted version, effective date and evidence of acceptance in accordance with Articles 32 and 42.