Adyen for Platforms Terms and Conditions

These Qu Pay Terms and Conditions (“Qu Pay Terms”) apply to Customer’s access to and use of the Qu Pay Services. These Qu Pay Terms are incorporated into the applicable Master SaaS Agreement, Franchisee Participation Agreement, Sales Order, Enrollment Form, online enrollment flow, or other agreement between Qu POS, Inc. d/b/a “Qu” (“Qu”) and the customer, merchant, franchisee, brand, affiliate, or other entity using the Qu Pay Services (“Customer”).

By signing an order form that references these Qu Pay Terms, completing an online enrollment or onboarding flow, clicking to accept these Qu Pay Terms, or using the Qu Pay Services, Customer agrees to be bound by these Qu Pay Terms.

1. Relationship to Agreement; Order of Precedence

1.1 Agreement. These Qu Pay Terms supplement the applicable agreement between Qu and Customer governing Customer’s use of the Qu platform, software, hardware, services, integrations, and related offerings (the “Agreement”). Capitalized terms not defined in these Qu Pay Terms have the meanings given to them in the Agreement.

1.2 Order of Precedence. If there is a conflict between these Qu Pay Terms and the Agreement, these Qu Pay Terms control solely with respect to the Qu Pay Services. If there is a conflict among applicable documents solely with respect to the Qu Pay Services, the following order of precedence applies, except that applicable third-party payment provider terms control with respect to the applicable provider’s own services, platform, underwriting, settlement, processing, payment device, risk, reserve, compliance, and regulatory requirements:

(a) any expressly negotiated terms in a signed Qu Pay Sales Order or Enrollment Form that specifically state they supersede these Qu Pay Terms;

(b) applicable third-party payment provider terms, solely with respect to the applicable provider’s own services, platform, underwriting, settlement, processing, payment device, risk, reserve, compliance, and regulatory requirements;

(c) these Qu Pay Terms, with respect to the Qu Pay Services and the relationship between Qu and Customer; and

(d) the Agreement.

1.3 Online Terms. Qu may publish these Qu Pay Terms online and may incorporate them by URL, clickwrap, electronic acceptance, or reference in a Sales Order, Enrollment Form, onboarding flow, or other ordering document.

2. Qu’s Role; Third-Party Payment Provider

2.1 Qu’s Role. Qu is a restaurant technology platform provider. Qu provides software, hardware enablement, APIs, integration services, reporting tools, reconciliation support, onboarding coordination, payment device enablement, and related technology services that help Customer access and use payment processing services made available by third-party payment providers.

2.2 Qu Is Not the Processor. Qu does not itself provide merchant acquiring, money transmission, banking, stored value, card issuing, card network, or payment processing services. Qu is not a bank, payment processor, payment facilitator, acquiring bank, card network, issuer, merchant of record, money transmitter, or fiduciary for Customer. Payment processing, acquiring, authorization, capture, settlement, chargeback handling, payout timing, risk review, underwriting, KYC, AML, and related payment functions are performed by Adyen N.V., its affiliates, acquiring banks, card networks, issuing banks, and other third-party providers, as applicable.

2.3 Adyen and Other Providers. The Qu Pay Services are currently enabled through Adyen and may also depend on other third-party payment providers, acquirers, scheme owners, issuing banks, payment networks, payment device suppliers, online ordering providers, delivery platforms, and integration partners. Qu may add, remove, or replace third-party payment providers or related payment infrastructure if Qu reasonably determines that doing so is necessary or appropriate for operational, security, compliance, product, commercial, or risk management reasons.

2.4 No Merchant of Record. Customer, not Qu, is the seller of goods and services to its guests, diners, customers, franchisees, affiliates, and other end users. Customer is solely responsible for its products and services, menu content, pricing, taxes, tips, fees, refunds, delivery, customer service, restaurant operations, franchise operations, and compliance with laws applicable to its business.

3. Qu Pay Services

3.1 Scope. “Qu Pay Services” means Qu’s payment enablement services made available through the Qu platform and one or more third-party payment providers, including, as applicable:

(a) payment device enablement, configuration, activation, and support coordination;

(b) connectivity between the Qu platform and third-party payment processing services;

(c) card-present transaction enablement through Qu-approved payment devices;

(d) card-not-present transaction enablement through Qu-approved software, ordering, API, or digital channels;

(e) reporting, reconciliation support, payment status visibility, and related platform functionality;

(f) onboarding coordination and routing of merchant, KYC, AML, banking, tax, ownership, location, and related information to third-party payment providers;

(g) support coordination for chargebacks, refunds, settlement inquiries, and payment-related issues; and

(h) other payment enablement features identified in a Sales Order, Enrollment Form, documentation, or online flow.

3.2 No Standalone Processing Service. Qu Pay is available only in connection with Customer’s use of the Qu platform or other Qu-approved services. Qu Pay is not a standalone merchant acquiring or payment processing service offered independently by Qu.

3.3 Authorized Transactions. Customer may use Qu Pay Services only for bona fide sales of goods and services by Customer in the ordinary course of Customer’s restaurant, hospitality, franchise, or related business, at authorized locations and through authorized channels approved by Qu and the applicable third-party payment provider.

3.4 Authorized Locations and Channels. Customer may use the Qu Pay Services only at locations, brands, merchant accounts, MIDs, channels, payment devices, software environments, and transaction types approved by Qu and the applicable third-party payment provider. Customer may not use the Qu Pay Services for any location, merchant, franchisee, affiliate, brand, third party, channel, payment method, or transaction type not approved by Qu.

3.5 Card-Present and Card-Not-Present Transactions. The applicable Sales Order, Enrollment Form, onboarding flow, or configuration may specify whether Customer is approved for card-present transactions, card-not-present transactions, online ordering transactions, delivery platform transactions, marketplace transactions, third-party ordering transactions, API transactions, or other transaction types. Customer may not process a transaction type unless approved by Qu and the applicable third-party payment provider.

3.6 Third-Party Ordering and Delivery Integrations. The Qu platform may integrate with third-party ordering, delivery, marketplace, loyalty, gift card, or API partners, including platforms such as DoorDash, Uber Eats, and similar providers. Customer’s use of those integrations remains subject to Customer’s agreement with the applicable third party and any Qu integration requirements. Qu is not responsible for third-party platform terms, third-party platform fees, third-party platform failures, or settlement, refund, chargeback, tax, pricing, menu, delivery, or customer service obligations arising from those third-party platforms.

4. Third-Party Payment Terms

4.1 Required Provider Terms. Customer’s use of the Qu Pay Services is subject to the terms, rules, policies, underwriting requirements, onboarding requirements, and operating requirements of the applicable third-party payment providers, including Adyen terms presented during onboarding or made available by Adyen, as updated from time to time (“Provider Terms”). Provider Terms may include, as applicable, Adyen for Platforms terms, sales day payout terms, payment device terms, additional services terms, prohibited and restricted products and services lists, and KYC and verification requirements. As of the Last Updated date, relevant Adyen terms and materials are currently available at:

• https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms-2022, 
• https://www.adyen.com/legal/afp-sales-day-pay-out, 
• https://www.adyen.com/legal/payment-device-terms-of-service, 
• https://www.adyen.com/legal/additional-services-terms, https://www.adyen.com/legal/list-restricted-prohibited, and 
• https://docs.adyen.com/platforms/verification-requirements/required-kyc-information. 

Adyen may update, replace, supplement, or present additional Provider Terms from time to time, and the applicable Provider Terms are the versions published or presented by Adyen or the applicable third-party payment provider.

4.2 Acceptance Required. Customer may not use the Qu Pay Services unless Customer has accepted all required Provider Terms, completed all required onboarding steps, and been approved by the applicable third-party payment provider. Qu may suspend or delay activation of the Qu Pay Services until Customer completes all required onboarding and acceptance steps, including any required electronic acceptance of Provider Terms through a Qu-hosted or provider-hosted flow.

4.3 Direct Relationship with Provider. Customer acknowledges that Adyen or another third-party payment provider may have a direct contractual relationship with Customer. Qu is not a party to those Provider Terms unless expressly stated by Qu in writing.

4.4 Updates to Provider Terms. Provider Terms may be updated by the applicable provider. Customer is responsible for reviewing and complying with Provider Terms as updated. Customer’s continued use of the Qu Pay Services after a Provider Terms update constitutes Customer’s acceptance of the updated Provider Terms to the extent permitted by the applicable provider and law. Qu may provide links or notices about Provider Terms as a convenience, but the applicable provider’s published or presented terms control with respect to that provider’s services.

4.5 Provider Decisions. Third-party payment providers, acquirers, scheme owners, issuing banks, and card networks may approve, reject, suspend, restrict, terminate, delay, hold, or condition Customer’s ability to use payment processing services or accept certain payment methods. Qu is not responsible for those decisions, but Qu may communicate, implement, or enforce them through the Qu platform.

5. Onboarding; KYC; Merchant Approval

5.1 Onboarding Information. Customer must provide complete, accurate, current, and non-misleading information requested by Qu or any third-party payment provider, including legal name, trade name, ownership information, beneficial owner information, control person information, tax identification information, business licenses, location information, bank account information, financial information, transaction history, menu or product information, expected processing volumes, refund practices, chargeback history, and other information requested for onboarding, underwriting, risk, KYC, AML, sanctions, tax, or compliance purposes.

5.2 Authority. Customer represents that each person submitting information, clicking to accept terms, entering bank account information, or completing onboarding on Customer’s behalf has authority to bind Customer and provide that information.

5.3 Continuing Accuracy. Customer must promptly update Qu and the applicable third-party payment provider if any onboarding, tax, banking, ownership, location, merchant, risk, or business information changes.

5.4 Additional Information. Customer must provide additional information requested by Qu or the applicable third-party payment provider in connection with underwriting, account monitoring, suspicious activity, fraud review, chargebacks, refunds, reserve analysis, settlement issues, compliance reviews, audits, tax reporting, or regulatory inquiries.

5.5 Approval Not Guaranteed. Completion of onboarding does not guarantee approval. A third-party payment provider may approve, reject, delay, condition, or revoke Customer’s ability to use the Qu Pay Services.

5.6 No Processing Before Approval. Customer may not process transactions through Qu Pay until Qu and the applicable third-party payment provider have enabled Customer’s account, location, payment devices, payment methods, and approved channels.

6. Customer Obligations

6.1 General Obligations. Customer shall:

(a) use the Qu Pay Services only for lawful, bona fide transactions for goods or services sold by Customer;

(b) comply with the Agreement, these Qu Pay Terms, all Provider Terms, all applicable laws, card network rules, scheme rules, PCI DSS requirements, NACHA rules if applicable, data security requirements, and Qu documentation;

(c) provide accurate transaction data, order data, tax data, tip data, refund data, settlement instructions, location data, and customer-facing information;

(d) honor all valid refund, cancellation, delivery, customer service, receipt, disclosure, surcharge, convenience fee, service fee, gratuity, and tax obligations applicable to Customer’s transactions;

(e) maintain appropriate controls to prevent fraud, unauthorized transactions, suspicious activity, payment device tampering, account compromise, card testing, account testing, duplicate transactions, excessive retries, and misuse of the Qu Pay Services;

(f) respond promptly to Qu and provider requests for information;

(g) maintain valid settlement and debit bank accounts acceptable to Qu and the applicable third-party payment provider;

(h) maintain active business-class internet connectivity, secure network conditions, appropriate firewall settings, network segmentation, device security, site readiness, and power conditions required for payment devices and Qu platform functionality;

(i) use only Qu-approved payment devices, software versions, integrations, APIs, payment methods, and configurations;

(j) ensure that all employees, franchisees, affiliates, contractors, agents, and authorized users comply with these Qu Pay Terms; and

(k) promptly notify Qu of suspected fraud, unauthorized access, payment device tampering, chargeback spikes, settlement errors, security incidents, suspected PCI DSS non-compliance, or other payment-related issues.

6.2 No Payment Intermediary Activity. Customer may not use the Qu Pay Services to act as a payment intermediary, payment facilitator, marketplace, money transmitter, reseller of payment services, service bureau, pass-through payment agent, or aggregator for any third party unless expressly approved by Qu and the applicable third-party payment provider in writing.

6.3 No Self-Payments or Cash Advances. Customer may not use the Qu Pay Services for self-payments, cash advances, factoring, debt repayment unrelated to bona fide sales, test transactions other than nominal approved test transactions, or transactions that do not reflect bona fide sales of Customer’s goods or services.

6.4 Franchise and Multi-Unit Operations. If Customer is a franchisor, franchisee, brand affiliate, multi-unit operator, or similar entity, Customer must ensure that each participating location, legal entity, merchant account, bank account, and franchisee is properly identified and approved. A franchisor’s participation does not automatically authorize franchisees to process under the franchisor’s merchant account or settlement account unless Qu and the applicable third-party payment provider approve that structure.

6.5 Franchisee Direct Liability. Each franchisee or location-level merchant approved for Qu Pay remains responsible for payment liabilities arising from its own transactions, including chargebacks, refunds, fines, fees, reserves, negative balances, ACH rejects, tax issues, fraud, and scheme rule violations, unless Qu expressly agrees otherwise in writing.

6.6 Corporate Billing Does Not Shift Merchant Risk. If Qu agrees to corporate-level billing, consolidated invoicing, or centralized pricing through a franchisor or brand, that arrangement does not release the applicable merchant, franchisee, or location-level entity from liability for transaction-level payment obligations unless Qu expressly agrees otherwise in writing.

7. PCI DSS; Security; Payment Devices

7.1 PCI DSS Compliance. Customer is responsible for complying with PCI DSS and all applicable cardholder data security requirements to the extent applicable to Customer’s systems, networks, employees, facilities, payment devices, cardholder data environment, and handling of payment data. Upon reasonable request, Customer shall provide Qu with then-current PCI DSS compliance evidence, including a self-assessment questionnaire, attestation of compliance, report on compliance, scan results, or other documentation reasonably required by Qu, Adyen, an acquirer, a card network, or a regulator.

7.2 No Storage of Sensitive Authentication Data. Customer may not store sensitive authentication data, full magnetic stripe data, CVV/CVC codes, PIN data, or other payment data prohibited by PCI DSS, card network rules, Provider Terms, or Qu documentation.

7.3 Payment Device Security. Customer shall use payment devices only as approved by Qu and the applicable third-party payment provider. Customer shall not tamper with, modify, reverse engineer, relocate, resell, repurpose, transfer, pledge, encumber, or make any payment device available to any unauthorized person.

7.4 Device Return and Disposal. Upon expiration, termination, replacement, compromise, loss, theft, deactivation, or Qu’s request, Customer shall return or dispose of payment devices as instructed by Qu or the applicable third-party payment provider. Customer must not discard payment devices in a manner that violates PCI DSS, Provider Terms, or Qu instructions.

7.5 Network Security. Customer shall maintain secure network architecture appropriate for payment processing, including segmentation of public-facing networks, secure credentials, access controls, firewall configuration, software updates, and physical security for payment devices.

7.6 Security Incident Notice. Customer shall promptly notify Qu of any actual or suspected security incident involving the Qu Pay Services, payment devices, payment data, cardholder data, settlement accounts, credentials, integrations, APIs, or Customer systems used with Qu Pay.

7.7 Cooperation. Customer shall cooperate with Qu, Adyen, acquirers, scheme owners, issuing banks, forensic investigators, regulators, and card networks in investigating suspected fraud, payment device compromise, security incidents, PCI DSS issues, or payment data compromise.

8. Fees; Pricing; Taxes

8.1 Fees. Customer shall pay all fees, rates, charges, assessments, pass-through fees, payment device fees, implementation fees, activation fees, monthly fees, processing fees, chargeback fees, refund fees, ACH reject fees, reserve funding obligations, taxes, and other amounts set forth in the applicable Sales Order, Enrollment Form, pricing schedule, onboarding flow, Provider Terms, or Qu documentation (“Fees”).

8.2 Transparent Pricing. Qu will make applicable Qu-controlled Fees available in the Sales Order, Enrollment Form, pricing schedule, onboarding flow, invoice, or other written or electronic notice. Third-party fees, pass-through fees, interchange, assessments, network fees, acquirer fees, scheme fees, and provider fees may vary and may be updated by the applicable third party.

8.3 Pass-Through Fees. Customer is responsible for all pass-through fees and third-party amounts imposed by payment providers, card networks, acquirers, issuing banks, processors, scheme owners, and other third parties in connection with Customer’s use of the Qu Pay Services.

8.4 Fee Changes. Qu may update Fees upon at least thirty (30) days’ notice. Fee changes will apply prospectively unless a different effective date is required by Provider Terms, pass-through fees, interchange, assessments, network fees, acquirer fees, scheme fees, taxes, regulatory requirements, card network rules, payment method rules, or applicable law. Qu may update Fees on shorter notice to the extent necessary to reflect those changes.

8.5 Invoices and Statements. Qu may invoice Customer for Fees, deduct Fees from settlement funds if supported by the applicable third-party payment provider, direct the applicable provider to deduct Fees from settlement funds, debit Customer’s designated bank account, or use any other payment method authorized by Customer.

8.6 Disputing Fees. Customer must notify Qu in writing of any good faith dispute about Qu-controlled Fees within sixty (60) days after the applicable invoice, statement, or report is made available. Customer must include reasonable supporting detail. Failure to dispute within that period waives the dispute to the extent permitted by law. Customer remains responsible for paying undisputed amounts when due.

8.7 Taxes. Customer is responsible for all taxes, duties, assessments, and similar governmental charges arising from Customer’s sale of goods or services, Customer’s transactions, Customer’s use of the Qu Pay Services, and Fees payable by Customer, excluding taxes based on Qu’s net income. Customer is responsible for determining, collecting, reporting, and remitting taxes applicable to Customer’s products and services.

8.8 Tax Reporting. Customer authorizes Qu and applicable third-party payment providers to collect, use, and report Customer information and transaction information as required for tax reporting, withholding, backup withholding, regulatory reporting, and compliance with applicable law.

9. Authorization to Debit, Recover, and Offset

9.1 Settlement and Debit Accounts. Customer shall maintain one or more valid bank accounts acceptable to Qu and the applicable third-party payment provider for settlement, debits, reserves, fees, refunds, chargebacks, fines, negative balances, and other payment-related obligations.

9.2 Authorization. Customer authorizes Qu, directly or through a third-party payment provider or other payment service provider, to debit, charge, offset, withhold, recoup, or otherwise recover amounts Customer owes under these Qu Pay Terms, the Agreement, a Sales Order, Provider Terms, or applicable law. Customer shall complete any ACH, direct debit, bank account debit, or similar payment authorization reasonably required by Qu or the applicable third-party payment provider in the Sales Order, Enrollment Form, onboarding flow, or other written or electronic authorization.

9.3 Recovery Sources. Recovery may be made from settlement funds, reserves, bank accounts, payment instruments, amounts otherwise payable to Customer, credits owed to Customer, or other amounts permitted by the Agreement, these Qu Pay Terms, Provider Terms, or applicable law.

9.4 Failed Recovery. If Qu or the applicable third-party payment provider is unable to recover amounts owed by Customer, Customer shall pay those amounts promptly upon demand. Customer is responsible for reasonable collection costs, including attorneys’ fees, bank fees, ACH return fees, and collection agency fees, to the extent permitted by law.

10. Settlement; Payouts; Reconciliation

10.1 Settlement by Provider. Settlement of transaction proceeds is performed by the applicable third-party payment provider, acquiring bank, scheme owner, issuing bank, or other payment infrastructure provider. Qu does not transmit funds as part of settlement unless expressly stated in a Sales Order and permitted under applicable law. The applicable Sales Order, pricing schedule, onboarding flow, or Provider Terms will specify whether settlement is gross settlement, net settlement, or another provider-supported settlement model.

10.2 Settlement Instructions. Customer shall provide accurate and current settlement instructions. Qu and the applicable third-party payment provider may rely on settlement instructions submitted by Customer or Customer’s authorized users.

10.3 Settlement Timing. Settlement timing depends on provider approval, payment method, card network rules, batch timing, holidays, banking days, risk review, chargebacks, refunds, reserves, holds, account status, and other factors outside Qu’s control. Estimated payout timelines are not guaranteed unless expressly agreed in writing by Qu.

10.4 Amounts Settled. Settlement amounts may be reduced by Fees, refunds, chargebacks, reserves, negative balances, fines, penalties, taxes, adjustments, ACH rejects, currency conversion, provider deductions, or other amounts Customer owes.

10.5 Settlement Errors. Customer must review settlement reports, transaction reports, invoices, bank deposits, and reconciliation data promptly. Customer must notify Qu in writing of any suspected settlement error within sixty (60) days after the relevant report, statement, or deposit is made available.

10.6 No Liability for Third-Party Settlement Failures. Qu is not responsible for delayed, failed, incorrect, suspended, reversed, or withheld settlement caused by any third-party payment provider, acquirer, scheme owner, issuing bank, card network, bank, processor, delivery platform, marketplace, customer bank, or other third party, except to the extent directly caused by Qu’s gross negligence or willful misconduct.

10.7 Reconciliation Support. Qu may provide reports, dashboards, exports, APIs, and other tools to support reconciliation. Customer remains responsible for its own accounting, reconciliation, tax reporting, financial controls, and review of settlement activity.

11. Refunds; Adjustments; Negative Balances

11.1 Refunds. Customer is responsible for all refunds, credits, reversals, voids, adjustments, and customer service issues arising from Customer’s transactions. Refunds may be subject to Provider Terms, available balances, payment method rules, and applicable law.

11.2 Refund Authority. Customer authorizes Qu and the applicable third-party payment provider to process refunds, credits, reversals, voids, or adjustments submitted or authorized by Customer or required under Provider Terms, card network rules, applicable law, or these Qu Pay Terms.

11.3 Insufficient Funds. If Customer has insufficient funds to cover refunds, chargebacks, fees, fines, or other obligations, Customer shall immediately fund the shortfall upon request. Qu or the applicable third-party payment provider may delay or restrict refunds, suspend processing, require reserve funding, or debit Customer’s designated account.

11.4 Adjustments. Qu and the applicable third-party payment provider may adjust settlement amounts, reports, invoices, balances, or accounts to correct errors, duplicate transactions, misapplied payments, refunds, chargebacks, fraud, fees, taxes, or other payment-related issues.

12. Chargebacks; Disputes; Fraud

12.1 Customer Liability. Customer is responsible for all chargebacks, disputes, retrieval requests, reversals, fraud claims, refunds, fines, fees, penalties, assessments, and related costs arising from Customer’s transactions, products, services, locations, employees, franchisees, affiliates, agents, integrations, or use of the Qu Pay Services.

12.2 Chargeback Process. Chargebacks and disputes are governed by card network rules, Provider Terms, issuing bank procedures, payment method rules, and applicable law. Qu may help coordinate information exchange but does not control final chargeback decisions.

12.3 Evidence and Cooperation. Customer shall provide all information, documents, receipts, order records, delivery records, guest communications, transaction data, policies, signatures, device records, logs, and other evidence requested by Qu or the applicable third-party payment provider within the timeframe specified. Failure to provide timely information may result in an irreversible chargeback loss.

12.4 Recovery. Qu or the applicable third-party payment provider may deduct, debit, offset, withhold, reserve, or otherwise recover chargeback amounts, anticipated chargebacks, dispute fees, penalties, fines, and related costs from settlement funds, reserves, Customer’s bank account, or other amounts payable to Customer.

12.5 Excessive Chargebacks. If Qu or the applicable third-party payment provider determines that Customer has excessive chargebacks, elevated dispute activity, suspected fraud, high-risk transactions, unusual activity, or a deteriorating risk profile, Qu may impose additional controls, require reserves, delay payouts, suspend processing, restrict payment methods, require remediation, or terminate the Qu Pay Services.

12.6 No Obligation to Contest. Qu is not obligated to contest any chargeback or dispute. Qu may decline to contest a chargeback if Customer fails to provide sufficient evidence, misses required deadlines, violates these Qu Pay Terms, violates Provider Terms, or if Qu reasonably determines that contesting is not commercially reasonable.

12.7 Fraud Monitoring. Qu and third-party payment providers may use fraud detection, transaction monitoring, risk scoring, machine learning, device signals, payment data, velocity checks, and other tools to detect or prevent fraud, security issues, or payment misuse. These tools do not guarantee prevention of fraudulent or unauthorized transactions.

13. Reserves; Holds; Delayed Payouts

13.1 Reserve Right. Qu or the applicable third-party payment provider may establish, increase, decrease, or maintain a reserve, hold, delayed payout, rolling reserve, fixed reserve, minimum balance, or other risk control (“Reserve”) if reasonably necessary to address payment risk.

13.2 Reserve Triggers. A Reserve may be required based on one or more of the following:

(a) excessive or increased chargebacks, refunds, disputes, fraud, suspicious activity, or customer complaints;

(b) negative balances or insufficient funds;

(c) Customer’s financial condition, insolvency risk, or credit risk;

(d) large tickets, seasonal exposure, future delivery obligations, catering deposits, preorders, gift card exposure, or delayed fulfillment;

(e) violation or suspected violation of these Qu Pay Terms, Provider Terms, card network rules, PCI DSS, or applicable law;

(f) unusual processing volume, spikes, changed transaction mix, or changed risk profile;

(g) regulatory, acquirer, card network, issuing bank, or provider request;

(h) termination, suspension, or anticipated termination of the Qu Pay Services; or

(i) other facts reasonably indicating potential liability to Qu, a third-party payment provider, an acquirer, a scheme owner, a card network, an issuing bank, a guest, or another third party.

13.3 Reserve Amount. Reserve amounts will be reasonably determined based on anticipated chargebacks, refunds, fines, fees, negative balances, penalties, settlement risk, future delivery risk, and other potential liabilities.

13.4 Notice. Qu will use commercially reasonable efforts to provide notice of a Reserve and the general basis for it, unless notice is restricted by law, card network rules, Provider Terms, regulator request, security concerns, fraud risk, or other circumstances where notice could increase risk.

13.5 Reserve Disputes. Customer may dispute a Reserve by providing written notice and supporting information within ten (10) business days after receiving notice of the Reserve. Qu will review the dispute in good faith, but Customer remains subject to the Reserve during the review.

13.6 Release. Reserves will be released when Qu and the applicable third-party payment provider reasonably determine that the relevant risk has been resolved and all related obligations have been satisfied. Reserves may be held after termination for a period reasonably necessary to cover potential chargebacks, refunds, fines, fees, penalties, or other post-termination liabilities.

13.7 No Interest. Unless required by applicable law, Customer is not entitled to interest on any Reserve.

14. Prohibited and Restricted Transactions

14.1 Prohibited Use. Customer may not use the Qu Pay Services for:

(a) illegal, fraudulent, deceptive, unfair, abusive, or unauthorized transactions;

(b) products, services, or activities prohibited or restricted by Qu, Adyen, any third-party payment provider, card network, acquirer, scheme owner, or applicable law;

(c) transactions that do not reflect bona fide sales of goods or services by Customer;

(d) cash advances, self-payments, money transmission, stored value, cryptocurrency, debt repayment, factoring, gambling, adult content, firearms, controlled substances, counterfeit goods, or other high-risk categories unless expressly approved by Qu and the applicable third-party payment provider in writing;

(e) transactions for third parties not approved by Qu;

(f) payment card testing, credential testing, excessive retries, transaction laundering, load balancing across merchant accounts to avoid monitoring thresholds, or circumvention of risk controls;

(g) transactions outside approved territories, locations, channels, MIDs, payment methods, or business lines; or

(h) any use that violates these Qu Pay Terms, the Agreement, Provider Terms, card network rules, PCI DSS, or applicable law.

14.2 Restaurant-Specific Compliance. Customer is solely responsible for compliance with laws and rules applicable to restaurant operations and sales of regulated items, including alcohol, tobacco, hemp, CBD, cannabis-related items, age-restricted items, delivery, tips, service charges, surcharges, nutrition information, menu disclosures, gift cards, loyalty programs, taxes, and franchise operations.

14.3 Surcharges and Fees. Customer may not impose surcharges, convenience fees, service fees, cash discount programs, dual pricing, or similar payment-related fees unless permitted by applicable law, card network rules, Provider Terms, and Qu documentation. Customer is solely responsible for all disclosures, notices, customer consents, tax treatment, and compliance obligations for such programs.

14.4 Monitoring. Qu and third-party payment providers may monitor Customer’s use of the Qu Pay Services for compliance, fraud, risk, security, operational, and product purposes.

15. Suspension; Restrictions; Remediation

15.1 Suspension Grounds. Qu may suspend, restrict, delay, disable, or condition Customer’s access to all or part of the Qu Pay Services if:

(a) Customer fails to complete onboarding or provide requested information;

(b) Customer violates these Qu Pay Terms, the Agreement, Provider Terms, PCI DSS, card network rules, or applicable law;

(c) Qu or a third-party payment provider identifies suspected fraud, security risk, payment device tampering, unauthorized activity, excessive chargebacks, unusual processing, or suspicious activity;

(d) Customer has a negative balance, unpaid Fees, insufficient Reserve, ACH rejects, or other payment default;

(e) a third-party payment provider, acquirer, issuing bank, scheme owner, regulator, or card network requires or requests suspension or restriction;

(f) continued processing could create legal, regulatory, financial, reputational, security, or operational risk to Qu, the applicable third-party payment provider, or other customers;

(g) Customer becomes insolvent, ceases operations, sells locations, closes stores, changes ownership, or materially changes its business without required notice and approval; or

(h) Qu reasonably determines that suspension is necessary to protect the Qu platform, payment infrastructure, cardholder data, guests, Customer, Qu, or third parties.

15.2 Notice and Cure. When commercially reasonable, Qu will provide notice and an opportunity to cure. Qu may suspend immediately without prior notice if required by law, Provider Terms, card network rules, regulator request, fraud risk, security risk, payment device compromise, imminent harm, or material payment risk.

15.3 Effect of Suspension. During suspension:

(a) Customer may be unable to submit new transactions;

(b) settlement may be delayed or withheld;

(c) Customer remains responsible for all existing obligations;

(d) chargebacks, refunds, reserves, fees, and fines may continue;

(e) Qu may require additional information, remediation, reserve funding, or provider approval before reinstatement; and

(f) Qu is not liable for losses arising from a suspension made in accordance with these Qu Pay Terms.

15.4 Reinstatement. Qu may reinstate the Qu Pay Services after Customer cures the issue, provides requested information, pays outstanding amounts, funds required reserves, implements required controls, and obtains any required third-party payment provider approval.

16. Term; Termination

16.1 Term. These Qu Pay Terms apply for as long as Customer uses, accesses, or has obligations arising from the Qu Pay Services.

16.2 Termination by Customer. Customer may stop using the Qu Pay Services subject to the Agreement, the applicable Sales Order, Provider Terms, any remaining Order Term, and Customer’s continuing obligations for prior transactions, chargebacks, refunds, reserves, fees, and other liabilities.

16.3 Termination by Qu. Qu may terminate Customer’s access to the Qu Pay Services if:

(a) Customer materially breaches these Qu Pay Terms and fails to cure within thirty (30) days after notice, if cure is available;

(b) Customer fails to pay amounts when due;

(c) Customer violates Provider Terms, card network rules, PCI DSS, or applicable law;

(d) Customer engages in fraud, prohibited transactions, suspicious activity, or transaction laundering;

(e) Customer’s third-party payment provider account is rejected, suspended, or terminated;

(f) Qu’s relationship with the applicable third-party payment provider ends or changes in a way that affects Qu Pay;

(g) continued provision of Qu Pay creates material legal, regulatory, security, operational, financial, or reputational risk; or

(h) Qu discontinues Qu Pay or the relevant payment method, territory, provider, integration, device, or channel.

16.4 Effect of Termination. Upon termination, Customer must immediately stop using the Qu Pay Services. Termination does not affect Customer’s responsibility for transactions processed before termination, including chargebacks, refunds, reserves, fees, fines, penalties, tax obligations, negative balances, investigations, and indemnification obligations.

16.5 Post-Termination Processing. After termination, Qu and the applicable third-party payment provider may continue to process refunds, chargebacks, reversals, adjustments, reserves, settlements, account corrections, reports, and other post-termination items related to prior transactions.

16.6 Survival. Sections concerning fees, recovery, settlement, refunds, chargebacks, reserves, prohibited transactions, data, confidentiality, disclaimers, limitations of liability, indemnification, termination effects, governing law, and other provisions that by their nature should survive will survive termination.

17. Data Privacy; Transaction Data; Security

17.1 Data Handling. Qu will handle personal information and Customer data in accordance with the Agreement, Qu’s applicable Data Protection and Information Security Schedule, Qu’s privacy notices, and applicable law.

17.2 Payment Data. Payment data may be processed by Adyen and other third-party payment providers under their own terms and privacy policies. Qu may receive limited payment-related information, such as transaction status, transaction identifiers, last four digits, card brand, payment method type, authorization status, settlement status, refunds, chargebacks, fees, and reporting data.

17.3 Use of Transaction Data. Qu may use transaction data and related platform data to:

(a) provide, operate, secure, support, and improve the Qu Pay Services and Qu platform;

(b) enable reporting, reconciliation, support, fraud detection, risk review, and settlement visibility;

(c) support Customer’s integrations, including approved delivery, ordering, loyalty, API, and third-party platform integrations;

(d) comply with law, card network rules, Provider Terms, tax obligations, subpoenas, investigations, and regulatory requests;

(e) detect, prevent, and investigate fraud, security incidents, unauthorized activity, chargebacks, and misuse; and

(f) create and use aggregated or de-identified data in accordance with the Agreement.

17.4 Customer Privacy Obligations. Customer is responsible for providing legally sufficient notices, policies, consents, and choices to guests, employees, franchisees, and other individuals regarding Customer’s collection and use of personal information, including information collected through Qu Pay, digital receipts, loyalty, online ordering, delivery integrations, and payment-linked experiences.

17.5 Third-Party Integrations. If Customer enables a third-party integration, Customer authorizes Qu to share information reasonably necessary to enable that integration. Qu is not responsible for a third party’s use of information after it is provided to that third party at Customer’s direction or through Customer’s enabled integration.

17.6 Security Incidents. Qu and Customer will cooperate in good faith in responding to security incidents involving the Qu Pay Services, subject to the Agreement, applicable law, Provider Terms, and card network rules.

18. Disclaimers

18.1 Payment Provider Services. Qu is not responsible for services provided by Adyen, acquirers, scheme owners, issuing banks, card networks, banks, payment processors, payment device manufacturers, ordering platforms, delivery platforms, or other third parties.

18.2 No Processing Warranty. Qu does not warrant that the Qu Pay Services, third-party payment provider services, payment devices, payment methods, settlement, authorization, capture, refunds, chargebacks, fraud tools, or integrations will be uninterrupted, error-free, always available, or compatible with all systems, devices, locations, payment methods, or transaction types.

18.3 No Fraud Prevention Guarantee. Qu may provide or enable fraud detection, risk review, and reporting tools, but Qu does not guarantee that fraudulent, unauthorized, disputed, or invalid transactions will be detected or prevented.

18.4 Customer Operations. Qu is not responsible for Customer’s goods or services, restaurant operations, delivery, fulfillment, menus, pricing, tips, fees, taxes, refund policies, customer service, guest disputes, franchise operations, or compliance obligations.

18.5 As-Is for Third-Party Services. Third-party payment provider services and third-party integrations are provided under the applicable third party’s terms. To the maximum extent permitted by law, Qu disclaims all warranties, express, implied, statutory, or otherwise, relating to third-party payment provider services and third-party integrations.

19. Limitation of Liability

19.1 No Liability for Third-Party Payment Failures. To the maximum extent permitted by law, Qu will not be liable for any losses, damages, claims, costs, or expenses arising from or related to:

(a) acts or omissions of Adyen, acquirers, scheme owners, issuing banks, card networks, banks, payment processors, delivery platforms, ordering platforms, or other third parties;

(b) delayed, failed, incorrect, withheld, reversed, or suspended settlement;

(c) chargebacks, refunds, disputes, fines, penalties, reserves, negative balances, or provider holds;

(d) rejection, suspension, restriction, or termination by a third-party payment provider;

(e) Customer’s failure to comply with PCI DSS, card network rules, Provider Terms, or applicable law;

(f) Customer’s products, services, operations, taxes, fees, tips, menu content, customer service, delivery, fulfillment, franchise operations, or guest disputes; or

(g) unauthorized transactions, fraud, or suspicious activity, except to the extent directly caused by Qu’s gross negligence or willful misconduct.

19.2 Exclusion of Damages. To the maximum extent permitted by law, Qu will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost business, lost goodwill, loss of data, business interruption, cost of substitute services, or reputational harm, even if advised of the possibility of such damages.

19.3 Liability Cap. Except for direct damages to the extent caused by Qu’s gross negligence or willful misconduct in providing Qu-controlled Qu Pay Services, and to the maximum extent permitted by law, Qu’s aggregate liability arising out of or relating to the Qu Pay Services will not exceed the Qu-controlled fees paid by Customer to Qu specifically for the Qu Pay Services during the twelve (12) months before the event giving rise to the claim. For clarity, pass-through fees, interchange, assessments, card network fees, acquirer fees, processor fees, third-party provider fees, settlement amounts, refunds, chargebacks, reserves, fines, penalties, taxes, and transaction proceeds are excluded from the liability cap calculation.

19.4 Exceptions. Nothing in these Qu Pay Terms limits liability to the extent such limitation is prohibited by applicable law.

20. Indemnification

20.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Qu, its affiliates, and their respective officers, directors, employees, contractors, agents, and representatives from and against all claims, losses, liabilities, damages, fines, penalties, fees, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

(a) Customer’s transactions, products, services, restaurant operations, delivery, fulfillment, customer service, refund policies, taxes, tips, surcharges, fees, or franchise operations;

(b) chargebacks, refunds, reversals, disputes, negative balances, fines, penalties, assessments, reserves, or settlement adjustments arising from Customer’s transactions;

(c) Customer’s fraud, suspicious activity, unauthorized transactions, card testing, transaction laundering, or misuse of the Qu Pay Services;

(d) Customer’s breach of these Qu Pay Terms, the Agreement, Provider Terms, card network rules, PCI DSS, or applicable law;

(e) Customer’s failure to provide accurate onboarding, KYC, AML, tax, banking, ownership, location, transaction, or settlement information;

(f) Customer’s security incident, payment device compromise, PCI DSS non-compliance, or unauthorized access involving Customer’s systems, facilities, employees, franchisees, affiliates, agents, or contractors;

(g) Customer’s use of third-party ordering, delivery, marketplace, loyalty, gift card, or API integrations;

(h) claims by guests, franchisees, affiliates, employees, cardholders, regulators, payment providers, acquirers, scheme owners, issuing banks, or card networks arising from Customer’s use of the Qu Pay Services; or

(i) taxes, tax reporting, backup withholding, or tax remittance obligations arising from Customer’s sales, transactions, or business.

20.2 Process. Qu will provide Customer with prompt notice of an indemnified claim to the extent reasonably practicable. Customer will control the defense and settlement of the claim, except Customer may not settle any claim in a manner that admits fault by Qu, imposes obligations on Qu, or fails to provide a full release of Qu without Qu’s prior written consent. Qu may participate with counsel of its own choosing at its own expense.

20.3 Continuing Obligations. Customer’s indemnification obligations survive termination of these Qu Pay Terms and the Agreement.

21. Changes to Qu Pay Services and Terms

21.1 Service Changes. Qu may modify, discontinue, suspend, or replace features, payment methods, devices, integrations, territories, providers, or functionality of the Qu Pay Services. Qu will use commercially reasonable efforts to provide advance notice of material changes that materially reduce core functionality, unless shorter notice is necessary for legal, regulatory, security, provider, card network, fraud, or operational reasons.

21.2 Terms Updates. Qu may update these Qu Pay Terms by posting an updated version online or providing notice through the Qu platform, email, an onboarding flow, or other reasonable means. Updates will become effective on the date stated in the notice or posted terms. Qu may maintain prior versions of these Qu Pay Terms for administrative, legal, and audit purposes.

21.3 Material Updates. For updates that materially increase Customer’s obligations or materially reduce Customer’s rights, Qu will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice, unless the update is required sooner by applicable law, Provider Terms, card network rules, regulator request, security concerns, fraud risk, or third-party payment provider requirements.

21.4 Continued Use. Customer’s continued use of the Qu Pay Services after the effective date of updated Qu Pay Terms constitutes acceptance of the updated terms, except to the extent the Agreement or applicable law requires a different method of acceptance for a particular update.

22. Notices

22.1 Notices to Customer. Qu may provide notices about the Qu Pay Services by email, through the Qu platform, through an onboarding flow, through an account portal, in invoices or statements, or by other reasonable means. Customer is responsible for keeping contact information current.

22.2 Notices to Qu. Customer shall send legal notices to Qu in accordance with the notice provision in the Agreement. If the Agreement does not specify a notice address, notices must be sent to Qu POS, Inc., Attn: Legal Department, at Qu’s then-current headquarters address listed on Qu’s website, with a copy by email to legal@qubeyond.com or any replacement legal notice email designated by Qu.

23. Governing Law; Dispute Resolution

23.1 Governing Law. These Qu Pay Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

23.2 Agreement Dispute Process. If the Agreement contains a dispute resolution procedure, that procedure applies to disputes arising under these Qu Pay Terms.

23.3 Forum. If the Agreement does not contain a dispute resolution procedure, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for disputes arising out of or relating to these Qu Pay Terms.

23.4 Payment Provider Disputes. Disputes between Customer and a third-party payment provider may be governed by the applicable Provider Terms. Qu is not required to participate in disputes between Customer and any third-party payment provider, acquirer, scheme owner, issuing bank, card network, bank, delivery platform, ordering platform, or guest.

24. Miscellaneous

24.1 Independent Contractors. Qu and Customer are independent contractors. These Qu Pay Terms do not create a partnership, joint venture, agency, fiduciary, employment, payment processor, bank, or merchant-of-record relationship between Qu and Customer.

24.2 Assignment. Customer may not assign these Qu Pay Terms or its Qu Pay account without Qu’s prior written consent. Qu may assign these Qu Pay Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or transfer of the Qu Pay Services or related business.

24.3 No Waiver. A party’s failure to enforce a provision of these Qu Pay Terms is not a waiver of that provision.

24.4 Severability. If any provision of these Qu Pay Terms is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

24.5 Electronic Acceptance. Customer agrees that electronic signatures, clickwrap acceptance, online acceptance, and electronic records are valid and binding. Qu may maintain records of Customer’s electronic acceptance, including the applicable version of these Qu Pay Terms, the accepting user or representative, the Customer account or entity, the date and time of acceptance, and related system records.

24.6 Entire Qu Pay Terms. These Qu Pay Terms, together with the Agreement, applicable Sales Orders, Enrollment Forms, Provider Terms, and incorporated policies, state the parties’ agreement with respect to the Qu Pay Services.