POSable Authorised Referral Partner Agreement

Version: v1.2 (UK and US)  |  Status: Final  |  Date: 16 October 2026

AUTHORISED REFERRAL PARTNER AGREEMENT

This Authorised Referral Partner Agreement ("Agreement") is entered into between the POSable contracting entity identified below ("POSable", "we", "our", or "us") and the Partner.

The POSable contracting entity depends on where the Partner is established, meaning the country of its principal place of business as declared in the POSable reseller portal. Partners may be established in any country, subject to POSable's identity and sanctions checks before acceptance (Section 19.1):

• Partners established in the United Kingdom or in any country other than the United States: POSable Ltd, a company registered in England and Wales (Company Registration Number 16705417), whose registered office is at 5 Beach Road, Perranporth, Cornwall, TR6 0JL, United Kingdom.
• Partners established in the United States: POSable LLC, a Wyoming limited liability company, whose registered office is at 30 Gould St, Ste N, Sheridan, WY 82801, USA.

and

Partner Name: _______________

Country of establishment: United Kingdom

("Partner", "you", or "your")

Effective Date: _______________

POSable LLC is owned by its parent company, POSable Ltd. POSable Ltd and POSable LLC together are the "POSable Group". Only the contracting entity named above for the Partner is a party to this Agreement with the Partner. Each entity is responsible only for its own obligations, and neither guarantees the obligations of the other. If the Partner's country of establishment changes, the Partner shall notify POSable, and POSable may transfer this Agreement to the applicable POSable Group entity under Section 24.

Customers referred under this Agreement subscribe directly with the POSable Group entity that applies to them under POSable's Terms of Service (https://posable.co.uk/terms/): POSable Ltd for customers in the United Kingdom, and POSable LLC for customers in the United States. This applies whichever entity the Partner contracts with.

1. Purpose

The purpose of this Agreement is to appoint the Partner as a non-exclusive Authorised Referral Partner of POSable.

The Partner may introduce prospective customers to POSable and, where appropriate, assist in demonstrating or recommending the POSable software platform.

This is a referral agreement. The Partner does not buy, resell, sublicense, distribute or collect payment for POSable subscriptions or licences. Customers subscribe directly with POSable under POSable's Terms of Service.

This Agreement does not appoint the Partner as an employee, agent, distributor, reseller, franchisee or legal representative of POSable.

There is no fee to join the Partner Programme.

2. Appointment

POSable appoints the Partner as an Authorised Referral Partner on a non-exclusive basis.

The Partner may market and recommend POSable in accordance with this Agreement.

POSable currently offers the Service only to businesses in the United Kingdom and the United States. The Partner shall only refer prospective customers located in a country where POSable offers the Service, and shall not state or imply that POSable is available or in use in any other country (including Ireland or any other country of the European Union) unless POSable confirms this in writing.

Nothing in this Agreement prevents POSable from:

• Selling directly to any customer.
• Appointing additional partners.
• Accepting referrals from multiple partners.
• Marketing in any territory.
• Appointing partners within the same geographical area.
• Entering into partnerships with payment providers or other third parties, including in any territory.

No territorial rights or exclusivity are granted under this Agreement.

2.1 Gravity Payments and other payment providers

Gravity Payments is POSable's payment processing partner in the United States under a separate agreement between POSable and Gravity Payments. Gravity Payments is not a Partner under this Agreement. This Agreement does not give the Partner any rights in, or any share of, that relationship. Nothing in that relationship, or in POSable's relationships with any other payment provider, grants the Partner territorial rights or exclusivity.

3. Nature of the Relationship

The Partner acts as an independent business.

Nothing contained within this Agreement creates:

• an employment relationship
• a partnership
• a joint venture
• an agency relationship; or
• authority to legally bind POSable.

The Partner shall not represent themselves as having authority to contract on behalf of POSable.

The Partner has no authority to negotiate or conclude the sale of POSable subscriptions on POSable's behalf. The parties do not intend the Commercial Agents (Council Directive) Regulations 1993 to apply to this Agreement, to the extent they could otherwise apply (for example, to a Partner contracting with POSable Ltd).

The Partner is an independent contractor. The Partner is solely responsible for its own staff, costs, taxes, insurance, licences and registrations.

4. Customer Ownership

All customers referred under this Agreement become customers of POSable Ltd (customers in the United Kingdom) or POSable LLC (customers in the United States).

POSable retains sole ownership and control of every customer relationship.

POSable shall have sole responsibility for:

• customer onboarding
• software licensing
• subscription agreements
• customer billing
• subscription renewals
• software updates
• technical support (unless otherwise agreed)
• account management
• product development.

Customer billing is carried out by the applicable POSable Group entity. POSable Ltd bills UK customers in pounds sterling through Stripe UK. POSable LLC bills US customers at fixed US dollar prices through Stripe US.

Customer licences are personal to the customer, and are non-transferable. They cannot be resold, sublicensed or assigned by the customer or by the Partner.

The Partner acquires no ownership, equitable interest or continuing commercial rights in any referred customer, or in any referral, beyond the one-time referral fee described within this Agreement. The Partner retains no rights over referrals once they are submitted, and customer data, accounts and goodwill belong solely to POSable.

5. Referral Process

The Partner shall submit referrals using the referral process specified by POSable.

A referral shall only qualify where:

• it is submitted through an approved referral method
• the customer is not already an active POSable customer
• the customer is not already engaged in an active sales process with POSable
• the customer is located in a country where POSable offers the Service
• the referral is accepted by POSable.

POSable reserves the right to determine whether a referral qualifies.

6. Referral Protection

Where multiple Partners refer the same prospective customer, POSable shall recognise the first valid referral received.

Referral protection shall remain valid for 90 days from acceptance of the referral.

If the customer has not entered into a subscription agreement during that period, referral protection shall expire.

Following expiry, the customer may be referred by another Partner or approached directly by POSable.

POSable's decision regarding referral entitlement shall be final.

7. Referral Fees

The Partner shall receive a one-time referral fee for each qualifying customer that successfully subscribes to POSable.

The applicable referral fee shall be specified within the current Commercial Schedule (Schedule A). Referral fees are paid by the Partner's contracting entity, in that entity's payout currency: pounds sterling for POSable Ltd, and US dollars for POSable LLC.

Referral fees are payable once only and shall not give rise to any continuing entitlement.

Unless otherwise agreed in writing:

• no recurring commission shall be payable
• no renewal commission shall be payable
• no residual income shall be payable
• no commission shall be payable on subscription renewals
• no commission shall be payable on customer upgrades, downgrades or additional products or services purchased after the initial qualifying subscription.

A referral fee shall only become payable where the referred customer has remained an active paying subscriber in good standing for a continuous period of ninety (90) days from the commencement of their subscription. The 15-day free trial does not count towards this period.

During the qualification period:

• the subscription must remain active
• all subscription payments must remain valid
• no refund shall have been issued
• no payment reversal or chargeback shall have occurred
• the customer must not have breached their subscription agreement resulting in suspension or termination.

Once the ninety (90) day qualification period has successfully elapsed, the referral fee shall become payable in accordance with the Commercial Schedule.

7.1 Tax

Referral fees are stated exclusive of any value added tax, sales tax or similar taxes. The Partner is responsible for all taxes on its income from this Agreement.

Partners contracting with POSable Ltd.

• A Partner registered for VAT in the United Kingdom is paid under the self-billing arrangement in Schedule C. POSable Ltd issues a self-billed VAT invoice as part of each monthly statement, and pays VAT in addition at the applicable rate.
• A UK Partner that is not registered for VAT is paid on the monthly statement, and no VAT is added.
• A Partner established outside the United Kingdom is paid on the monthly statement, and shall account for any VAT or similar tax due in its own country, under any applicable reverse-charge rules.
• The Partner shall provide any tax information POSable reasonably requests, including its VAT registration number where it has one.

Partners contracting with POSable LLC.

• The Partner is paid on the monthly statement. Before any referral fee is paid, the Partner shall provide a completed and signed IRS Form W-9 with a valid taxpayer identification number.
• POSable LLC will issue IRS Form 1099-NEC (or any other information return the law requires) for payments that meet the reporting threshold.
• If the Partner does not provide a valid Form W-9, POSable may withhold payment, or apply backup withholding where required by law.

POSable may deduct from any payment any tax it is required by law to withhold.

8. Circumstances Where No Referral Fee Is Payable

No referral fee shall become payable where, before completion of the ninety (90) day qualification period:

• the customer exercises any applicable statutory or contractual cancellation rights
• the subscription is cancelled
• the subscription is refunded
• a payment is reversed
• a chargeback is received
• subscription payments fail
• the customer account is suspended or terminated
• the customer materially breaches their subscription agreement
• POSable reasonably believes the referral involves fraud, abuse or other improper conduct
• the referral or the payment of the fee would breach applicable law, including sanctions laws (Section 19.1).

In such circumstances the referral shall be deemed not to have qualified.

8.1 Clawback of Referral Fees

Where a referral fee has already been paid to the Partner, and POSable subsequently issues a refund, credit or goodwill payment to the referred customer in respect of the qualifying subscription (including any discretionary goodwill refund issued under POSable's Terms of Service), POSable shall be entitled to reclaim the corresponding referral fee from the Partner.

POSable may recover such amounts by:

• offsetting the amount against any future referral fees payable to the Partner; or
• invoicing the Partner directly for the amount, payable within thirty (30) days of invoice.

This clause applies regardless of whether the refund, credit or goodwill payment was issued before or after expiry of the ninety (90) day qualification period referred to in Section 7.

9. No Continuing Rights

Following payment of the referral fee:

• the Partner has no continuing commercial interest in the customer
• the Partner has no right to future commissions
• the Partner has no right to subscription renewals
• the Partner has no ownership of the customer relationship
• the customer remains solely a customer of POSable.

9.1 Non-solicitation

During this Agreement and for twelve (12) months after it ends, the Partner shall not, directly or indirectly:

• solicit, induce or encourage any referred customer to stop using POSable, or to move to a competing point of sale or EPOS product or service; or
• solicit for employment or engagement, or employ or engage, any employee or contractor of the POSable Group with whom the Partner dealt in connection with this Agreement.

General advertising that is not targeted at those customers or individuals does not breach this Section. If the 12-month period is held to be unenforceable, it shall instead apply for six (6) months after this Agreement ends.

10. Payment Provider Relationships

Card payments are provided by independent payment providers under their own terms. In the United Kingdom these are Dojo, Teya and myPOS. In the United States this is Gravity Payments, through its Emergepay platform. POSable is software. It is not a payment processor, acquirer, bank or money transmitter, and it is not a party to card processing.

Partners may independently recommend or resell payment processing services offered by third-party providers. Where the Partner does so, it acts on its own account, and it is solely responsible for holding every registration, certification and approval required by law, by the card schemes or by the provider.

Where the Partner maintains its own agreement with a payment provider, any commissions earned under that separate agreement belong solely to the Partner.

POSable makes no claim over such commissions.

The Partner shall not represent POSable as a payment provider. It shall not quote processing rates, approvals, settlement times or terminal terms on POSable's behalf. Processing rates are set by the payment provider and agreed directly between the customer and the provider. In the United States, the Service's integrated card payments are currently available only through Gravity Payments, and the Partner shall not promise integration with any other provider.

10.1 Exception Where a Customer Has Been Referred to a POSable Payment Partner

POSable has partnership arrangements with the following payment providers ("POSable Payment Partners"):

• United Kingdom: Teya, Dojo and myPOS
• United States: Gravity Payments (Emergepay)

POSable may add further POSable Payment Partners by notice to the Partner.

These arrangements are a legitimate business interest of the POSable Group, and POSable's revenue from referred customers depends on them. Where a referred customer uses, or has been referred, introduced or onboarded by POSable to, a POSable Payment Partner, the Partner shall not, in respect of that customer:

• recommend, solicit or facilitate the customer's move to a payment processing service that competes with the relevant POSable Payment Partner's services; or
• otherwise cause or encourage that customer to terminate or reduce its use of the relevant POSable Payment Partner's services.

This restriction applies during this Agreement and continues after it ends, for as long as the customer remains a customer of the POSable Group.

If that continuing restriction is held to be unenforceable, it shall instead apply for twenty-four (24) months after this Agreement ends. If that is also held to be unenforceable, it shall apply for twelve (12) months after this Agreement ends.

This clause does not restrict the Partner's ability to recommend third-party payment providers generally to businesses that are not referred customers, or to respond to a referred customer that approaches the Partner without any solicitation.

11. POSable Integration Partnerships

POSable maintains software integration partnerships with payment providers.

Any commissions, rebates, incentives, referral income, transaction revenue, revenue share or other commercial benefits arising from those partnerships belong exclusively to POSable.

The Partner shall have no entitlement to any such payments.

These arrangements are entirely separate from this Agreement.

12. Pricing

POSable retains sole discretion over:

• subscription pricing
• discounts
• promotional offers
• subscription plans
• commercial bundles.

Partners shall not advertise unauthorised pricing or discounts.

The Partner shall quote only POSable's current published prices, in the currency of the customer's country: pounds sterling plus VAT for UK customers, and US dollars plus sales tax where applicable for US customers. The Partner shall also present POSable's terms accurately: no setup fee, no long-term contract, a 15-day free trial, and paid periods that are non-refundable once they have started.

12.1 Hardware

POSable does not currently sell hardware. Customers use their own compatible devices, and card terminals are supplied by the customer's payment provider. The Partner shall not state or imply that POSable sells, supplies, warrants or supports hardware. Where the Partner sells hardware, it does so on its own account and under its own terms, and POSable has no responsibility or liability for that hardware.

13. Partner Responsibilities

The Partner agrees to:

• represent POSable professionally
• provide accurate information
• comply with applicable laws
• avoid misleading or deceptive statements
• use approved marketing materials only
• protect confidential information
• maintain the reputation of POSable
• clearly disclose its referral relationship with POSable in any endorsement, review or recommendation, as required by advertising law (including the UK CAP Code and the US Federal Trade Commission's Endorsement Guides).

14. Authority Limitations

The Partner shall not:

• alter customer agreements
• negotiate bespoke contractual terms
• promise future software features
• guarantee future development
• amend pricing
• issue invoices on behalf of POSable
• collect subscription payments from customers
• resell, sublicense, assign or transfer POSable subscriptions or licences
• make legal commitments on behalf of POSable.

Only authorised representatives of POSable may enter into contractual agreements with customers.

15. Marketing Materials

POSable may provide logos, brochures, screenshots, a training manual and other marketing materials. POSable also provides email support and a dedicated demo account. These are provided at no charge for joining the Partner Programme.

The Partner:

• may use such materials solely for promoting POSable
• shall comply with current branding guidelines
• shall not modify branding without written permission
• shall cease using all branding immediately upon termination.

16. Intellectual Property

All intellectual property relating to POSable remains the exclusive property of POSable.

During this Agreement, POSable grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use the POSable name, logos and approved marketing materials solely to promote POSable in accordance with this Agreement.

Nothing contained within this Agreement grants the Partner ownership of:

• software
• trademarks
• logos
• branding
• documentation
• source code
• APIs
• databases
• designs.

The Partner shall not:

• copy
• modify
• reverse engineer
• sublicense
• redistribute
• create derivative works.

17. Confidentiality

Both parties shall keep confidential all commercially sensitive information disclosed during the relationship.

This includes the terms of this Agreement, referral fee levels, customer information, and any information about POSable's arrangements with payment providers.

Confidential information may be disclosed where required by law, or to professional advisers who are bound by a duty of confidentiality.

This obligation survives termination of this Agreement.

17.1 Payment Partner data

POSable Payment Partners send invoices, statements and account balance reports to POSable Ltd. These documents, and all information about POSable's revenue, revenue share, fees and arrangements with payment providers, are POSable's confidential information.

The Partner has no right to access, inspect, audit or receive copies of them, or of any customer's processing data. Referral fees are calculated solely from POSable's own records and shown on the monthly statement (Schedule A).

If the Partner obtains any such information, it shall keep it strictly confidential, use it for no purpose, and return or delete it on request.

18. Data Protection

Each party shall comply with the data protection legislation that applies to it and to the referral information concerned, which may include:

• UK GDPR
• Data Protection Act 2018
• the Privacy and Electronic Communications Regulations 2003
• the California Consumer Privacy Act (as amended by the California Privacy Rights Act) and other applicable US state privacy laws
• the CAN-SPAM Act and the Telephone Consumer Protection Act.

Customer information shall only be transferred where lawful and necessary for the referral process.

Roles. POSable (meaning the contracting entity) and the Partner are each an independent controller of the referral information (prospective customers' contact and business details) it collects or receives. POSable processes referral information in accordance with its Privacy Policy (https://posable.co.uk/privacy/).

Lawful sharing and marketing. Before submitting a referral, the Partner shall ensure that it has a lawful basis to share the prospective customer's information with POSable, and that it has given every notice and obtained every consent the law requires. It shall only send marketing messages, make calls or send texts in compliance with applicable law.

Customer account data. Data that customers enter into the POSable Service is processed by POSable as a processor (or service provider) for the customer, under POSable's Data Processing Agreement with that customer. This Agreement does not give the Partner access to any customer's account or data. The Partner may access a customer's POSable account only with that customer's prior consent, using a user login the customer provides, to help it with set-up or support. When it does, the Partner acts for that customer and under the customer's instructions. It shall keep that data confidential and secure, use it only for that purpose, and stop accessing it when the customer withdraws consent.

International transfers. Where referral information is transferred between the United Kingdom and the United States, the parties shall use a lawful transfer mechanism where one is required, such as the UK International Data Transfer Agreement or Addendum.

Security incidents. Each party shall notify the other without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting referral information shared under this Agreement.

19. Compliance

The Partner shall comply with all applicable laws and regulations.

The Partner shall not engage in misleading, deceptive or unlawful sales practices.

The Partner shall comply with applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act. It shall not offer or accept any improper payment or advantage in connection with this Agreement.

19.1 Sanctions and export control

The Partner confirms that neither it nor any of its owners, directors or officers is the subject of sanctions, or is located, organised or ordinarily resident in a country or region subject to comprehensive sanctions. This covers sanctions administered by the United Kingdom (including OFSI), the United States (including OFAC), or the United Nations.

The Partner shall not refer, or allow access to the Service by, any person or business that is subject to sanctions or located in such a country or region. It shall comply with applicable UK and US export control laws, including the US Export Administration Regulations.

The Partner shall notify POSable promptly if any of these statements stops being true. POSable may suspend or terminate this Agreement immediately, and withhold any payment, where making it would breach sanctions or export control laws that apply to the contracting entity or to the POSable Group.

20. Fraudulent or Artificial Referrals

POSable reserves the right to refuse, withhold or recover any referral fee where it reasonably believes that:

• a referral has been generated fraudulently
• multiple customer accounts have been created to obtain referral payments
• false or misleading customer information has been supplied
• the referral process has been manipulated
• the Partner has acted dishonestly or in bad faith
• the referral is otherwise contrary to the spirit or intent of this Agreement.

POSable may investigate any referral before payment is made.

Any determination shall be made reasonably and in good faith.

21. Term and Termination

This Agreement shall continue until terminated.

Either party may terminate this Agreement by providing thirty (30) days' written notice.

POSable may terminate immediately where the Partner:

• breaches this Agreement
• damages the reputation of POSable
• engages in fraudulent or misleading conduct
• becomes insolvent
• breaches applicable law, including data protection, marketing, anti-bribery, sanctions or export control law.

POSable may suspend the Partner's status, referral submissions and payments while it investigates a suspected breach.

Termination shall not affect referral fees already earned and approved before termination, subject to Section 8.1 (Clawback of Referral Fees).

22. Effect of Termination

Upon termination the Partner shall immediately cease:

• representing themselves as an Authorised Referral Partner
• using POSable branding
• using confidential information except where legally required.

Customers referred before termination remain customers of POSable.

Sections 4, 7.1, 8.1, 9, 9.1, 10.1, 11, 16, 17, 17.1, 18, 23, 24 and 25 and Schedule C survive termination, together with any other provision that by its nature is intended to survive.

23. Limitation of Liability

23.1 What is not excluded.

Nothing in this Agreement limits or excludes liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation
• any other liability that cannot lawfully be limited or excluded.

The limits in this Section 23 do not limit the Partner's obligations to repay referral fees under Section 8.1, to indemnify POSable under Section 23.6, or to comply with Sections 9.1, 10.1, 17, 18 and 19.

23.2 Card processing.

POSable is not a party to card processing and has no liability to the Partner in connection with it. This covers payments, settlements, chargebacks, fees, terminals, holds on funds, provider outages, and any commission or other amount the Partner earns or expects from a payment provider. These matters are solely between the Partner or the customer and the payment provider.

23.3 No warranties.

To the fullest extent the law allows, the Partner Programme, the POSable reseller portal and all materials are provided "as is". POSable gives no warranty or commitment about the number of referrals, conversions or referral fees, or about the continued availability of the Partner Programme or of any product, feature, price or integration. For Partners contracting with POSable LLC: TO THE FULLEST EXTENT PERMITTED BY LAW, POSABLE LLC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

23.4 Excluded losses.

Subject to Section 23.1, neither party shall be liable for indirect, consequential or special losses arising from this Agreement. In addition, POSable shall not be liable for any:

• loss of profits, revenue or business
• loss of anticipated referral fees or commissions
• loss of goodwill or reputation
• loss or corruption of data.

23.5 Cap.

Subject to Section 23.1, POSable's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of:

• the total referral fees paid to the Partner in the three (3) months before the event giving rise to the claim; or
• £100 (for Partners contracting with POSable Ltd) or US$100 (for Partners contracting with POSable LLC).

This cap does not apply to POSable's obligation to pay referral fees that are properly due and unpaid under this Agreement.

23.6 Partner indemnity.

The Partner shall indemnify and hold harmless the POSable Group against all claims, losses, liabilities, costs and reasonable legal fees arising from:

• any misrepresentation by the Partner
• the Partner's breach of Sections 9.1, 10, 10.1, 12.1, 13, 14, 17, 18 or 19
• any payment processing services or hardware the Partner provides or resells
• the Partner's taxes.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the Partner Programme.

No verbal representations shall modify this Agreement.

Any amendment must be agreed in writing by both parties, except that POSable may update the Commercial Schedule as described in Schedule A.

Electronic acceptance. This Agreement may be accepted and signed electronically in the POSable reseller portal. Electronic acceptance is as binding as a handwritten signature.

Assignment. The Partner may not assign, transfer or subcontract this Agreement or any of its rights without POSable's written consent. POSable may assign or transfer this Agreement to another POSable Group entity, or to a successor to its business, by notice to the Partner.

Notices. Notices to POSable shall be sent by email to tos@posable.co.uk. Notices to the Partner may be sent to the email address registered in the POSable reseller portal.

Third parties. Each POSable Group entity may enforce Sections 4, 9.1, 10.1, 11, 16, 17, 17.1, 23 and 24 (Assignment). Otherwise, no person other than the parties has any right to enforce this Agreement. Where POSable Ltd is the contracting entity, this includes any right under the Contracts (Rights of Third Parties) Act 1999.

Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, and the rest of this Agreement shall continue in effect. Each restriction in Sections 9.1 and 10.1 is separate and independent. If any of them would be valid if part of it were deleted, or if its period or scope were reduced, it shall apply with the minimum deletion or reduction needed to make it enforceable.

25. Governing Law

25.1 Informal resolution first.

Before starting formal proceedings, a party with a dispute shall give the other party written notice of it, and the parties shall try in good faith to resolve it for thirty (30) days.

25.2 Which regime applies.

Section 25.1 applies to all agreements. The rest of the governing law and dispute resolution regime that applies to this Agreement depends on the POSable contracting entity:

• Where POSable Ltd is the contracting entity, only Section 25.3 applies.
• Where POSable LLC is the contracting entity, only Sections 25.4 to 25.8 apply.

For the avoidance of doubt, only one regime applies to each agreement, determined by the contracting entity. Sections 25.4 to 25.8 (including the arbitration, class action waiver, Wyoming courts and jury waiver) do not apply to any agreement with POSable Ltd. Section 25.3 does not apply to any agreement with POSable LLC.

25.3 Agreements with POSable Ltd: law and courts.

Where POSable Ltd is the contracting entity, this Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

25.4 Agreements with POSable LLC: governing law.

Where POSable LLC is the contracting entity, this Agreement and any dispute arising from it shall be governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act.

25.5 Agreements with POSable LLC: arbitration.

Where POSable LLC is the contracting entity, any dispute between the Partner and POSable LLC that is not resolved under Section 25.1 shall be resolved by binding arbitration on an individual basis. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator.

• The seat of arbitration is Wyoming, and hearings may take place remotely or by video.
• Judgment on the award may be entered in any court with jurisdiction.
• The Partner or POSable LLC may bring an individual claim in small-claims court if it qualifies.
• The Partner or POSable LLC may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information.

25.6 Agreements with POSable LLC: class action waiver.

Where POSable LLC is the contracting entity, disputes between the Partner and POSable LLC shall be resolved only on an individual basis. NEITHER THE PARTNER NOR POSABLE LLC MAY BRING OR TAKE PART IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION AGAINST THE OTHER.

25.7 Agreements with POSable LLC: courts.

Where POSable LLC is the contracting entity, the Partner and POSable LLC submit to the exclusive jurisdiction of the state courts located in Sheridan County, Wyoming, and the United States District Court for the District of Wyoming. This covers claims not subject to arbitration and proceedings to enforce an arbitration award.

25.8 Agreements with POSable LLC: jury waiver.

Where POSable LLC is the contracting entity, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNER AND POSABLE LLC EACH WAIVE ANY RIGHT TO A JURY TRIAL in any proceeding arising from or relating to this Agreement.

Schedule A – Commercial Terms

Referral Fee Structure

The referral fee payable for each qualifying customer is determined by the POSable subscription plan the customer subscribes to, as set out below by plan tier. Current subscription pricing for each tier is published on www.posable.co.uk. The prices below were in force on the date of this version and are shown for reference only. Pricing may change from time to time in accordance with Section 4.6 of POSable's Terms of Service, and the published prices prevail.

Partners contracting with POSable Ltd (referral fees paid in GBP)

Partners contracting with POSable LLC (referral fees paid in USD)

Cross-border referrals are allowed: a Partner may refer customers in the United Kingdom or the United States, whichever entity it contracts with. The referral fee is set by the Partner's contracting entity and its table above, whichever country the referred customer is in, and is paid in that entity's currency.

If POSable changes its subscription pricing or plan structure, the referral fees above remain payable at the stated amounts unless POSable issues an updated Commercial Schedule. POSable will give Partners reasonable notice of any change to this Schedule, and the updated Schedule will apply to referrals accepted after the date the update takes effect. Referrals accepted before that date remain governed by the Schedule in force at the time of acceptance.

Referral Qualification

Referral fees become payable only where:

• the customer remains an active paying subscriber for a continuous period of 90 days from commencement of the subscription
• all subscription payments remain valid
• no refund has been issued
• no chargeback or payment reversal has occurred
• the customer remains in good standing throughout the qualification period.

Referral fees already paid remain subject to clawback under Section 8.1 if a qualifying refund, credit or goodwill payment is later issued to the customer.

Statements and Payment

At the end of each calendar month, POSable issues the Partner a statement through the POSable reseller portal or by email. The statement lists each referral that completed its qualification period in that month, the referral fee for each, and any clawback or offset under Section 8.1. For a UK VAT-registered Partner, the statement includes the self-billed VAT invoice under Schedule C.

POSable pays the net amount shown on the statement by bank transfer, at the end of the month in which the referrals qualified, to the account the Partner registers in the POSable reseller portal. POSable Ltd pays in GBP, and POSable LLC pays in USD.

Payment is conditional on the Partner having provided the tax information required by Section 7.1 (its VAT registration number where applicable, or IRS Form W-9). Fees withheld for missing information are paid at the end of the month after it is provided.

The statement is final unless the Partner raises a written dispute, with reasonable supporting detail, within thirty (30) days of the statement date.

POSable reserves the right to offset or withhold payment where there is a genuine dispute regarding eligibility.

Schedule B – Partner Code of Conduct

Authorised Referral Partners shall:

• Act honestly and professionally.
• Treat customers fairly.
• Avoid misleading statements.
• Accurately represent POSable's products and services.
• Only describe POSable as available in the United Kingdom and the United States.
• Never present POSable as a payment processor or a seller of hardware.
• Disclose their referral relationship with POSable.
• Protect confidential information.
• Respect applicable data protection and marketing legislation.
• Protect the reputation of POSable.
• Report suspected fraud or abuse.
• Cooperate with POSable where customer issues arise.

Failure to comply with this Code of Conduct may result in suspension or termination of Partner status.

Schedule C – Self-Billing Agreement (UK VAT-registered Partners)

This Schedule applies only where the Partner contracts with POSable Ltd and is registered for VAT in the United Kingdom.

• POSable Ltd will issue self-billed VAT invoices for all referral fees it pays to the Partner, for the period from the Effective Date until the date twelve (12) months later, or until this Agreement ends if earlier. The arrangement then renews for further twelve-month periods while this Agreement continues, unless either party gives notice that it is ending.
• The Partner accepts the self-billed invoices issued by POSable Ltd, and shall not issue its own VAT invoices for those referral fees.
• The Partner shall tell POSable Ltd immediately if it stops being VAT-registered, changes its VAT registration number, or transfers its business.
• Each self-billed invoice shows the Partner's name, address and VAT registration number, and states "The VAT shown is your output tax due to HMRC".
• POSable Ltd or the Partner may end this self-billing arrangement by written notice. The Partner is then paid against its own VAT invoices issued for each monthly statement.

Guiding Commercial Principle

The POSable Authorised Referral Partner Programme is founded upon a simple commercial principle: Partners introduce customers to POSable. POSable supplies, licenses, bills, owns, supports, develops and retains those customers. POSable Ltd contracts with UK and rest-of-world Partners and with UK customers. POSable LLC contracts with US Partners and with US customers. Partners receive a one-time referral fee once the customer has successfully completed the ninety (90) day qualification period. Any commissions earned independently by the Partner through separate agreements with payment providers remain the Partner's responsibility and entitlement, except where a customer has already been placed with a POSable Payment Partner as described in Section 10.1. Any commissions, rebates, incentives or revenue share arising from POSable's own software integration partnerships remain exclusively the property of POSable. No customer ownership, exclusivity, territorial rights or ongoing commission is granted under this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, effective as of the Effective Date set out above.

Execution

Only the POSable contracting entity that applies to the Partner signs this Agreement.