MERCHANT & ATM OPERATOR COMMERCIAL AGREEMENT (B2B)

1. PARTIES, PREMISES, AND RELATIONSHIP QUALIFICATION

1.1. This Agreement governs the listing, subscription, and use of promotional, visibility, and data management services provided by the SWOOPP platform to authorized foreign exchange bureaux and professional ATM deployers (the "Merchant" or "Partner").

1.2. SWOOPP and the Merchant are independent contracting parties. This Agreement does not create any employment, agency, commercial representation, joint venture, partnership, or financial brokerage relationship.

1.3. The Merchant represents that it acts exclusively in the exercise of its entrepreneurial or professional activity (B2B). Consumer protection legislation does not apply to this Agreement.

1.4. Corporate Assignment & Succession Clause: The Provider expressly reserves the right to assign or transfer this Agreement, together with the software infrastructure and SWOOPP trademark, to a Spanish limited liability company (Sociedad de Responsabilidad Limitada – S.L.) owned by the same proprietor. Such company may assume contractual relationships solely upon the formal completion of the necessary legal instruments and in accordance with applicable law, subject to written notice sent via email with at least fifteen (15) days' advance notice.

2. ACCREDITATION, LICENSES, AND REGULATORY COMPLIANCE

2.1. Access to the Service is subject to successful accreditation and verification by SWOOPP.

2.2. The Merchant represents and warrants under its sole responsibility that:
(a) It is validly incorporated and operating in compliance with the laws of its jurisdiction;
(b) It holds all required administrative licenses, central bank authorizations, or special registry entries required for currency exchange or ATM management;
(c) It strictly adheres to all applicable Anti-Money Laundering (AML) and Counter-Terrorist Financing (CFT) regulations, as well as Know-Your-Customer (KYC) obligations;
(d) It is not subject to sanctions, restrictive measures, or disciplinary proceedings by financial authorities.

2.3. The Merchant agrees to submit updated copies of licenses upon request and to notify SWOOPP within forty-eight (48) hours of any revocation, suspension, or regulatory sanction.

3. SCOPE OF B2B SERVICES & EXCLUSION OF FINANCIAL INTERMEDIATION

3.1. SWOOPP provides the Merchant with:
(a) Physical store and/or ATM listing on the interactive Application map;
(b) Dedicated interface (Merchant Dashboard or API) for real-time updates of counter rates, fixed fees, operating hours, and available currencies;
(c) Optional premium marketing features (sponsored ranking, advanced analytics);
(d) Lead Generation / Informative Contact Requests (where active): Receipt of contact or informative inquiries from App users, without any assumption of obligations or warranties by SWOOPP regarding the physical execution of transactions or currency availability at the counter.

3.2. No Involvement in Financial Transactions: SWOOPP does not set retail prices, receives no percentage-based transaction fees, issues no exchange receipts, and never holds customer funds. The exchange or cash withdrawal transaction occurs exclusively offline between the Merchant and the customer at the counter.

4. ACCURACY OF RATES AND ANTI-BAIT-AND-SWITCH CLAUSE

4.1. The Merchant undertakes the essential obligation to maintain fully accurate, honest, and actively honored exchange rates, fees, and conditions on SWOOPP.

4.2. Prohibition of Deceptive Rates (Bait-and-Switch): The Merchant is strictly prohibited from displaying promotional rates not honored at the counter, charging undisclosed fixed fees, or refusing advertised conditions to customers presenting via the Platform.

4.3. Contractual Penalty and Termination: Breach of the rate accuracy obligation results in immediate profile suspension. In cases of repeated breach or bad faith, SWOOPP may terminate this Agreement in accordance with applicable law, without prejudice to compensation for greater proven damages, and enforce a conventional penalty of €500.00 per store location for commercial and reputational harm.

5. ANTITRUST COMPLIANCE & MARKET DATA ("SPY COMPETITOR")

5.1. Autonomous Pricing: Each Merchant autonomously and independently establishes its own rates, spreads, and counter fees. SWOOPP provides no pricing recommendations or algorithmic pricing collusion.

5.2. Benchmarking Module ("Spy Competitor"): The feature displaying competitor rates operates strictly as an aggregator of public retail information for individual market intelligence.

5.3. Prohibition of Concerted Practices: Merchants are strictly prohibited from using SWOOPP data to coordinate prices, allocate territories, or execute collusive agreements prohibited by Articles 101 and 102 TFEU and the Spanish Competition Act (Ley 15/2007).

6. INTELLECTUAL PROPERTY AND LOGO LICENSING

6.1. The Merchant grants SWOOPP a royalty-free, non-exclusive license for the duration of the Agreement to display its trademark, business name, and store images on the Platform solely for store identification and navigation.

6.2. The Merchant warrants ownership of its trade marks and holds SWOOPP harmless against third-party IP claims.

6.3. All rights in the SWOOPP platform, software, aggregated data, and EUIPO trademark remain exclusively with Emanuele Cresta (or corporate successor).

7. FEES, INVOICING, AND TAX REGIME

7.1. Basic directory listing is provided free of charge or pursuant to the commercial Order Form. Premium subscription plans are specified in the commercial schedule.

7.2. All fees are exclusive of applicable indirect taxes.

7.3. Tax Framework: The Provider operates from Santa Cruz de Tenerife (Canary Islands), outside EU VAT territory and subject to Canary Islands General Indirect Tax (IGIC). B2B invoicing complies with territoriality rules (Canary Islands Ley 20/1991 and EU Directive 2006/112/EC), applying the reverse charge mechanism (inversión del sujeto pasivo) where mandated for business clients in Mainland Spain/Balearics or other EU Member States.

7.4. Payments are processed via accredited payment gateways (e.g., Stripe) in advance. Unpaid balances exceeding 15 days result in service suspension.

8. PERSONAL DATA PROTECTION (B2B AND STAFF)

8.1. Administrative and contact data of Merchant representatives are processed in compliance with the GDPR for contract performance and legal/tax obligations, as detailed in the SWOOPP Privacy Policy.

8.2. If the Merchant interacts with consumer reviews, it must handle such information in full compliance with privacy laws, refraining from retaliation or unauthorized communications.

9. TERM, TERMINATION, AND AMENDMENTS

9.1. The Agreement has an indefinite duration, unless otherwise agreed in an annual subscription Order Form.

9.2. Ordinary Termination & Prepaid Plans: Either party may terminate this Agreement with thirty (30) days' written notice via email. For prepaid periodic or annual subscription plans, termination takes effect upon expiry of the billing period already paid, without entitlement to refunds for the remaining fractional period, unless otherwise mandated by non-derogable law.

9.3. Termination for Breach: SWOOPP may terminate this Agreement with immediate effect upon:
(a) Revocation or suspension of the Merchant's financial/exchange operating license;
(b) Material violation of rate accuracy obligations (Section 4);
(c) Involvement of the Merchant in financial fraud, money laundering, or criminal proceedings;
(d) Non-payment of invoices exceeding thirty (30) days past due.

9.4. Contractual Amendments & Ius Variandi: SWOOPP may amend technical or economic conditions with thirty (30) days' prior notice, except where urgent regulatory or security reasons require shorter notice. The Merchant may terminate without penalty prior to the effective date; continued use after such date constitutes full acceptance.

10. INDEMNIFICATION

10.1. To the maximum extent permitted by applicable law, the Merchant agrees to indemnify and hold harmless SWOOPP, its owner, and collaborators from any damages, claims, costs, legal fees, or administrative fines arising from:
(a) Failure by the Merchant to comply with banking, exchange licensing, or AML/CFT laws;
(b) Claims or legal actions by end-customers relating to transactions concluded at the Merchant's premises;
(c) Publication of deceptive, outdated, or fraudulent rates by the Merchant.

11. LIMITATION OF LIABILITY (B2B LIABILITY CAP)

11.1. SWOOPP gives no warranty regarding customer footfall, transaction volumes, or business turnover achieved via the Platform.

11.2. Except in cases of willful misconduct (dolo) or gross negligence (culpa grave), and to the maximum extent permitted by law, SWOOPP's aggregate contractual liability under this Agreement is strictly capped at:
(a) For free services: a maximum aggregate amount of €100.00 (one hundred euros);
(b) For paid subscription services: the total subscription fees actually paid by the Merchant to SWOOPP in the twelve (12) months preceding the event giving rise to liability.

12. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

12.1. This Agreement is governed and construed exclusively under the substantive laws of Spain (Derecho común español), excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2. For any dispute or claim arising from the validity, interpretation, or execution of this B2B Agreement, the parties expressly submit to the exclusive jurisdiction of the Courts of the City of Santa Cruz de Tenerife (Spain), waiving any other concurrent jurisdiction.