Terms & Conditions — Pay by Link

These Supplemental Terms and Conditions govern the use of the Kayana "Pay by Link" feature by Users contracting with any Kayana group entity, across the United Kingdom, the United States, the European Union/Ireland, Australia, and Canada. They must be read together with the User's existing Kayana Terms and Conditions (the "Main Agreement"), which continue to apply in full save as expressly modified below.

1. Introduction and Relationship to the Main Terms

1.1. These Pay by Link Terms and Conditions (these "Supplemental Terms") apply to any User who enables or uses the Kayana "Pay by Link" feature (the "Service"), regardless of the country in which the User has contracted with Kayana.

1.2. These Supplemental Terms are additional to, and form part of, the User's existing Kayana Terms and Conditions (the "Main Agreement"), and in particular Section 11 (Payments Powered by PSP as Assigned by Kayana) and Section 12 (Payment Disputes) of the Main Agreement. Except as expressly modified below, all defined terms, obligations, limitations of liability, data protection provisions, and governing law and jurisdiction provisions of the Main Agreement apply equally to the Service.

1.3. In the event of any conflict between these Supplemental Terms and the Main Agreement, these Supplemental Terms shall prevail solely in relation to Pay by Link transactions; the Main Agreement shall otherwise continue to apply in full.

1.4. The identity of the Kayana contracting entity, the currency, the governing law, and certain other region-specific details applicable to the User depend on the User's region and are set out in Schedule 1 to these Supplemental Terms.

2. Definitions

2.1. "Pay by Link" or "Payment Link" means a unique, hosted, single-transaction payment page generated by the User (or by Kayana on the User's behalf) and sent to a Cardholder by SMS, email, messaging application, QR code or other electronic means, enabling the Cardholder to complete a payment remotely without the User's POS terminal being present.

2.2. "Cardholder" means the individual or business making payment via a Payment Link.

2.3. "Card-Not-Present Transaction" or "CNP Transaction" means a payment transaction in which the Cardholder's card is not physically presented to the User at the time of payment, including all payments made via the Service.

2.4. "Hosted Payment Page" means the secure, PSP-hosted web page on which a Cardholder enters their payment details in order to complete payment via a Payment Link.

2.5. "SCA" means Strong Customer Authentication, being the multi-factor cardholder authentication process (typically 3-D Secure) applied to a payment transaction in accordance with applicable law or card scheme rules.

2.6. "Contracting Entity" means the Kayana group entity that is a party to the Main Agreement with the User, as identified in Schedule 1 by reference to the User's region.

2.7. Save as otherwise defined in these Supplemental Terms, capitalised terms have the meanings given to them in the Main Agreement.

3. Description of the Service

3.1. The Service allows the User to generate a Payment Link for a specified amount and description, and to send that Payment Link to a Cardholder in order to collect payment for goods or services without requiring the Cardholder to be physically present at the User's premises or the User's card terminal to be used.

3.2. Cardholder payment details are entered exclusively on the Hosted Payment Page operated by the assigned PSP. At no point does Kayana, and at no point should the User, receive, view, store, or process the Cardholder's full card details.

3.3. The Service is offered as an additional payment channel under the Payments Powered by PSP arrangements described in Section 11 of the Main Agreement, and is subject to the User's registration with, and acceptance by, the assigned PSP.

4. Eligibility and Onboarding

4.1. The Service is available only to Users who have completed the PSP onboarding process referred to in Section 11.2 of the Main Agreement and who have been approved by the assigned PSP to accept CNP Transactions.

4.2. Because CNP Transactions carry a materially higher risk of fraud and chargebacks than card-present transactions, the assigned PSP may apply additional underwriting checks, request additional documentation, impose transaction or volume limits, or decline to enable the Service for a particular User, at its sole discretion. Kayana does not influence, and is not responsible for, the PSP's decision in this regard.

5. Generating and Sending Payment Links

5.1. The User is solely responsible for ensuring that the amount, currency, and description entered when generating a Payment Link are accurate and correspond to a genuine sale of goods or services.

5.2. The User is solely responsible for sending each Payment Link only to the intended Cardholder, and for ensuring it does not send a Payment Link to any person other than the individual or business actually completing the transaction.

5.3. Kayana provides Payment Links for delivery via SMS, email, or other electronic channels on an "as available" basis. Consistent with Section 17.9 of the Main Agreement, Kayana is not liable for any delay, non-delivery, or failure of a Payment Link caused by a Cardholder's mobile network operator, email provider, or other third-party messaging service.

6. Link Expiry, Cancellation and Reuse

6.1. Unless otherwise configured by the User within the limits offered by the Kayana dashboard, a Payment Link will expire seven (7) calendar days after generation if unpaid.

6.2. The User may void or cancel an unpaid Payment Link at any time prior to payment being completed.

6.3. Once a Payment Link has been successfully paid, it cannot be reused for a further transaction. The User must generate a new Payment Link for each separate transaction.

7. Customer Authentication (SCA)

7.1. Where required by applicable law or card scheme rules in the Cardholder's or User's region (in particular, transactions involving the UK or the European Economic Area), the Hosted Payment Page will apply Strong Customer Authentication in accordance with the UK Payment Services Regulations 2017 (as amended) and/or Regulation (EU) 2015/2366 (PSD2) and its Regulatory Technical Standards on SCA, as applicable.

7.2. In regions where SCA is not a statutory requirement (including Australia, Canada, and the United States as at the date of these Supplemental Terms), the assigned PSP will nonetheless apply risk-based authentication (including 3-D Secure, where supported) in accordance with the relevant card scheme's rules, which may affect the allocation of liability for a subsequent chargeback under Section 10.

7.3. Kayana is not responsible for any transaction declined, delayed, or otherwise affected by the operation of SCA or risk-based authentication by the PSP, the card issuer, or the relevant card scheme.

8. Fees

8.1. Pay by Link transactions are subject to the Merchant Fee described in Section 11.3 of the Main Agreement, together with any additional card-not-present surcharge applicable to the Service. The specific percentage and any minimum per-transaction fee will be notified to the User during onboarding or in the applicable Quotation, and may differ from the fee applicable to card-present transactions to reflect the higher risk profile of CNP Transactions.

8.2. All other provisions of Section 11 of the Main Agreement (including as to settlement timing, the Payment Dashboard, and refund handling of Merchant Fees) apply equally to the Service.

9. Refunds

9.1. Refunds of Pay by Link transactions are processed through the Payment Dashboard in the same manner as other transactions under Section 11.6 of the Main Agreement. As with all transactions, Merchant Fees relating to a refunded Pay by Link transaction are not refundable, and a separate refund fee may apply.

9.2. The User remains solely responsible for its own refund policy as communicated to Cardholders, and for ensuring that policy is accurately reflected on or alongside the Hosted Payment Page where the User controls that content.

10. Chargebacks and Card-Not-Present Risk

10.1. The User acknowledges that, because the Cardholder's card is not physically presented and not verified by chip, PIN, or contactless authentication at the point of sale, CNP Transactions carry a materially higher risk of chargebacks, including chargebacks for fraud and for "cardholder did not authorise" claims, than card-present transactions.

10.2. Section 12 of the Main Agreement (Payment Disputes) applies in full to Pay by Link transactions. The User bears full responsibility and liability for all chargebacks arising from Pay by Link transactions, including where SCA or risk-based authentication was applied.

10.3. Given the elevated risk profile of the Service, the assigned PSP may apply a chargeback fee to Pay by Link disputes that is higher than the standard chargeback fee referred to in Section 12.3 of the Main Agreement, and may withhold a rolling reserve against the User's future settlements where the User's Pay by Link chargeback rate exceeds the card scheme's applicable thresholds. Kayana will use reasonable endeavours to notify the User of any such reserve.

10.4. Kayana strongly recommends that the User retain evidence of the goods or services provided, delivery or collection confirmation, and any communication with the Cardholder, for each Pay by Link transaction, to assist in responding to any subsequent dispute.

11. Fraud Prevention, Anti-Money Laundering and Sanctions

11.1. Sections 11.7 (Anti-Money Laundering) and 28 (Anti-Bribery, Anti-Corruption and Sanctions Compliance) of the Main Agreement apply in full to the Service.

11.2. Kayana and/or the assigned PSP may decline, delay, hold, or reverse any Payment Link transaction where fraud, money laundering, or a breach of sanctions law is suspected, without liability to the User, and will inform the User of such action where permitted by law.

12. Data Protection and Payment Card Security

12.1. Cardholder payment card data entered via a Payment Link is captured and processed solely by the assigned PSP on its Hosted Payment Page, and is not transmitted to, or stored by, Kayana's own systems. Section 4 (Data Protection and Security) of the Main Agreement continues to apply to any other personal data processed in connection with the Service (such as the Cardholder's name, email address, or mobile number used to send the Payment Link).

12.2. The User must not request, collect, or store a Cardholder's full card number, expiry date, or card security code by any means outside of the Hosted Payment Page, including by telephone, email, SMS, or paper record, and must not ask a Cardholder to read out or type their full card details into any Kayana product other than the Hosted Payment Page itself.

12.3. The User is responsible for its own compliance with the Payment Card Industry Data Security Standard (PCI DSS) to the extent applicable to its own systems and use of the Service, including completing any Self-Assessment Questionnaire (SAQ) requested by the assigned PSP.

13. Prohibited Uses

13.1. In addition to the restrictions in Section 23 of the Main Agreement, the User must not use the Service to:

13.1.1. collect payment for goods, services, or amounts that do not match the description or value of the underlying transaction;

13.1.2. send a Payment Link to a person who is not the actual Cardholder or intended payer;

13.1.3. process a transaction on behalf of, or for the benefit of, any business or activity not approved by the assigned PSP, including any business or activity on the PSP's prohibited or restricted business list;

13.1.4. disguise or misrepresent the nature of the goods or services being paid for; or

13.1.5. use the Service to extend credit, process a cash advance, or collect payment for any purpose unrelated to a genuine, contemporaneous sale of goods or services by the User.

14. Suspension and Termination of the Service

14.1. Kayana and/or the assigned PSP may suspend the User's access to the Service immediately and without notice where fraud, misuse, a breach of Section 13, or an unacceptable chargeback rate is suspected or identified. Suspension of the Service does not, of itself, suspend or terminate the Main Agreement or the User's ability to accept card-present payments.

14.2. Either Party may otherwise discontinue the Service on thirty (30) days' written notice to the other, without affecting the Main Agreement, which will continue in accordance with its terms.

15. Liability and Indemnity

15.1. Section 24 (Limitation of Liability) of the Main Agreement applies in full to the Service.

15.2. Without limiting Section 24.11 of the Main Agreement, the User shall indemnify Kayana and the assigned PSP against all losses, chargebacks, fines, and expenses arising from the User's misuse of the Service, including any use in breach of Section 13 of these Supplemental Terms.

16. Regional Application

16.1. Schedule 1 to these Supplemental Terms identifies, for each region in which Kayana offers the Service, the applicable Contracting Entity, currency, and certain regional regulatory references. Nothing in Schedule 1 varies the substantive rights and obligations set out in Sections 1 to 15 above, which apply uniformly to the Service in every region.

16.2. The governing law and courts applicable to any dispute concerning the Service are those applicable to the User's Contracting Entity under Section 37 of the Main Agreement, as set out for reference in Schedule 1.

17. General

17.1. These Supplemental Terms may be amended by Kayana on the same basis as the Main Agreement (see Section 1.3 of the Main Agreement), including by giving the User at least 30 days' notice of any material change.

17.2. Save as expressly set out in these Supplemental Terms, all other provisions of the Main Agreement, including Section 25 (Confidentiality), Section 31 (Notices), Section 35 (Survival), and Section 38 (Entire Agreement), apply to these Supplemental Terms as if fully set out here.

Schedule 1 — Regional Provisions

This Schedule identifies the Contracting Entity and certain regional references applicable to the User depending on the region in which the User has contracted with Kayana. It is provided for reference only and does not alter the substantive terms set out in Sections 1 to 17 above.

Support contact addresses for the Service are the same as under the Main Agreement for the User's region (see Section 31 of the Main Agreement and its regional version).

V1.0 — Pay by Link Supplemental Terms (UK / USA / EU-Ireland / Australia / Canada)