Terms of Service (DK/NO)

Effective: 18 November 2025

1. The Services

1.1 Golfbox A/S company registration no. 27234704 (“Golfbox”), provides various software-based services and products to you in accordance with an agreement on delivery of such services and products (“Golfbox Agreement”). As an integrated service to the Golfbox Agreement, Golfbox Pay ApS, company registration no. 45993345, (“we”, “our” and “us”) will be providing services to you under this Agreement related to the ecommerce checkout solution (“Services”).

1.2 We do not acquire payment transactions or supply the Payment Processing System. For this, we have entered into an agreement with a payment processing and acquiring partner ("Acquirer/Payment Processor"). You acknowledge that you, in addition to the agreement with us, need to enter into a separate agreement with the Acquirer/Payment Processor that we are partnering with (“Processor/Acquirer Agreement”). The Acquirer/Payment Processor will be processing all payments, and we will not at any time be in possession of your funds.

1.3 You acknowledge that in order to use the Services you must be approved by the Acquirer/Payment Processor in accordance with clause 3.

1.4 These Terms of Service must be read in conjunction with the Quote and any other documents that comprise the Agreement (together “Agreement”).

1.5 You acknowledge that Golfbox to some extent will be administrating the Service on behalf of us meaning that in the day-to-day provision of the Services (including but not limited to onboarding, integration, implementation and support of the Services), you may be in contact with Golfbox instead of us.

2. Quote

2.1 The specific components of the Services and the Fees are specified in the quote (“Quote”). A Quote is only open for acceptance for 30 days from the date that it is issued.

2.2 We have no obligation to provide any services other than the Services that are expressly set out in the applicable Quote.

3. Onboarding and Approval

3.1 You acknowledge that to receive the Services you need to be approved by the Acquirer/Payment Processor in accordance with its rules and processes ("Know-Your-Customer" process) (“Approval”). You must:

(a) complete the Payments Solution Onboarding Requirements to the Acquirer/Payment Processor’s satisfaction;

(b) at any time during the Term as reasonably requested, provide any documents or information requested by the Acquirer/Payment Processor in order to perform Know Your Customer and Anti-Money Laundering and Anti-Terrorist Financing checks and verifications to the Acquirer/Payment Processor’s satisfaction;

(c) confirm that you comply with any applicable PCI DSS requirements as specified; and

(d) complete any further onboarding or approval requirements and provide any documents or information, required by the Acquirer/Payment Processor.

3.2 We will notify you in writing if and when you have been granted Approval.

3.3 We and the Acquirer/Payment Processor reserve the right to refuse or revoke any Approval for access to the Services, in our sole discretion, at any time during the Term. If Approval is refused or revoked at any time during the Term, we may terminate the Agreement in accordance with clause 16 of the Terms of Service, without liability.

4. Changes in your details

4.1 You must notify us at least 14 Business Days before you:

(a) change your name in terms of individual, entity or change of organization structure.

(b) change your place of registration or incorporation;

(c) change or apply for a company registration number or

(d) change the bank account that you nominate to receive your funds settled to.

4.2 You must notify us if anything mentioned in clause 4.1 occurs immediately on becoming aware of it.

5. Term

5.1 The Agreement will commence on the date of execution of the Quote by the last Party to execute it.

5.2 The Agreement will continue until termination i) in accordance with clause 16; ii) termination of the Golfbox Agreement; or 3) termination of the cooperation agreement between Golfbox and us. Upon Termination of the Golfbox Agreement or the cooperation agreement between Golfbox and us, this Agreement will automatically terminate.

6. Supply of Services

6.1 Subject to your payment of the Fees we will use our best endeavours to provide the Services to you, substantially in accordance with any specifications.

6.2 You must provide all necessary:

(a) cooperation, permissions, authorisations, assistance and consents; and

(b) access to Your Personnel, networks, data, content, documentation, and information, as reasonably required by us to provide the Services to you.

6.3 We are not liable for:

(a) the content or security of any communications that you receive, access, transmit or rely upon when using the Services;

(b) carrying out any installation, integration, configuration or setup of any Services; except as expressly set out to the contrary in a Quote.

6.4 The start date of the delivery of the Services will be agreed separately.

7. Performance and Availability of Services

7.1 We warrant that all Services will perform materially in accordance with the specifications.

7.2 Subject to any non-excludable guarantees under Applicable Law, we do not warrant or guarantee that the Services will be:

(a) uninterrupted or error-free, free from fault or external intrusion;

(b) be fit for any purpose or have any specific quality, performance of compatibility; or

(c) suitable for or will meet your requirements, unless such warranties or guarantees are expressly set out in the Quote.

7.3 Before entering into an Agreement for our provision of the Services to you, you must ensure that the details in our Quote are correct and free of any errors or mistakes and that applicable services specified in the Quote are suitable for your intended use, needs and purposes.

7.4 We may in our sole discretion, vary any Service at any time or from time to time, provided that such variation does not have a material adverse effect on their performance.

8. Payment

8.1 The fee for the Services includes i) the transaction fee to the Acquirer/Payments Processor and ii) our fee (together the “Fee”). The Fee will be set out in the Quote as a percentage of the Transaction Value and a fixed amount per transaction.

8.2 The Fee will be deducted for each Transaction from the amount received from the Account Holder before the amount is transferred to you by the Acquirer/Payment Processor. The settlement of the fee to the Acquirer/Payment Processor is paid directly to the Acquirer/Payment Processor without being invoiced separately.

8.3 After deducting the Fee from the Transaction Value, the remaining balance will be transferred to your account. Funds will typically be available by the first Business Day following the Transaction date, unless otherwise specified in your agreement or as required by operational circumstances.

8.4 The Fee is a fixed fee offered to you and includes the expected costs to the Acquirer/Payments Processor based on an expected mix of different card types with different costs to the Acquirer/Payments Processor per card type.

8.5 All Fees stated in the Quote are inclusive of VAT. You must pay all such taxes and VAT, at the same time as the Fees.

8.6 If you fail to make any payment or we cannot recover the Fees due to us under an Agreement in accordance with the Quote then, without limiting our rights and remedies:

(a) we may suspend our obligations under the Agreement (in whole or in part) and your access to the Services (in whole or in part) until you pay any outstanding amounts;

(b) we reserve the right to charge interest on the outstanding amount of the invoice to the maximum extent permitted by law and to charge reminder fees;

(c) you must indemnify us from and against all and any legal costs and disbursements (on a full indemnity basis) that we incur in connection with your failure to pay any monies in accordance with the Quote, including any debt recovery fees, and any legal costs and expenses (including solicitors fees, barristers fees and disbursements on a full indemnity basis) that we are required to pay in connection with any legal proceedings commenced to recover any monies that you owe to us;

(d) we may refuse to deliver any Services that has not yet been delivered by us under an Agreement;

(e) we may terminate the Agreement under clause 16.

8.7 We may increase the Fees, Extra Cost Percentage and any other fee under this Agreement with 3 months’ notice.

8.8 We reserve the right to charge you a 10 EUR fee per chargeback.

8.9 Without limiting any of our other rights under the Agreement, we (including without limitation Our Personnel) may deduct or set off from payments to you or amounts held on your behalf, any amounts which:

(a) you must reimburse us; and

(b) we pay on your behalf.

9. Surcharges and service fees

9.1 The Services may include an option for you to charge surcharges or service fees from Account Holders. You accept and acknowledge that you are solely responsible for complying with Applicable Laws in respect of payment surcharges and services fees in any relevant jurisdiction, including but not limited to consumer regulation, payments regulation and marketing regulation. We have no obligations in relation hereto and any guidance we may provide in this respect shall be understood as non-binding guidance and not as advice. We encourage you to obtain legal advice in this respect.

10. Data Privacy

10.1 The Parties will enter into a data processing agreement.

11. Our Intellectual Property Right

11.1 As between you and us, we own all IPR in:

(a) any Services (including any software, Source Code, Object Code, databases and database structures that are incorporated into, installed on, or supplied in connection with, the Services);

(b) any modifications, improvements, inventions, discoveries, upgrades or updates to the Services (whether made or suggested by or on our behalf or by you or on your behalf);

(c) all reports and other output (except to the extent that it comprises your data) made available in or via any Services; and

(d) any software tools, libraries, reports, configurations, Source Code, Object Code and reports that we develop at any time, (collectively, Our IPR).

11.2 You must not represent that you own any of Our IPR.

11.3 You must not, and must ensure that Your Personnel do not, directly or indirectly do anything that would or might invalidate, jeopardise, limit, interfere with or put in dispute Our IPR, nor authorise the commission of any act that would or might be inconsistent with Our IPR.

11.4 You must prevent any infringement of our or our third -party licensors’ IPR in the Services, Documentation in your possession or control and will promptly report to us any such infringement that comes to your attention. You will:

(a) ensure that each Licensed User, before commencing use of the Services, is made aware that the Services is proprietary to us or third parties and that it may only be accessed and used in accordance with the Agreement.

(b) implement suitable disciplinary procedures for, and immediately notify us of, any employees who make unauthorized use of the Services;

(c) ensure that your network is secured so as to prevent unauthorized access and use of the Services; and

(d) not permit third parties to have access to the Services without our prior written consent, which may require that such third parties execute a written confidentiality agreement in our favor on terms approved by us, before being given access to the Services or any component of it.

12. Confidentiality

12.1 Each Party may receive information from the other Party (“Disclosing Party”) during the Term that is marked as confidential or is deemed confidential by Applicable Law (“Confidential Information”).

12.2 The Party who receives Confidential Information from the disclosing party (Receiving Party) may not, at any time without the disclosing Party’s prior written consent, use and/or disclose any Confidential Information, other than to:

(a) exercise its rights (including by exercising its rights under any licence granted to it under this Agreement); and

(b) perform its obligations, under the Agreement or comply with Applicable Law.

12.3 Where we are required to do so under any contract with any supplier, we may disclose your Confidential Information to the supplier, including, where the supplier provides us with services that we use to provide the Services.

12.4 Confidential Information does not include information:

(a) that is independently developed, obtained or known by the Receiving Party, without breaching any obligation of confidence to the Disclosing Party;

(b) that the Receiving Party can prove was already known to it at the time of disclosure to it by the Disclosing Party;

(c) that is in the public domain, except where due to a breach of the Agreement or any breach of any obligation of confidence; or

(d) that the Receiving Party must disclose under the rules of any stock exchange on which it or its holding company is listed. 12.5 Notwithstanding any other provisions of this Agreement, we may include your name, logo and location, as well as a general description of the Services that you obtain from us, in any marketing, sales or promotional material that we publish (including on any website or software product or elsewhere).

13. Your obligations in relation to the Services

13.1 You are responsible for all and any acts and omissions of your Personnel and Licensed Users, as if they were the acts and omissions of you.

13.2 You must comply with the Payment Processor/Acquirer Agreement in place between you and Acquirer/Payment Processor and must indemnify and hold us harmless from and against any loss or damage which we may suffer or incur as a result of your breach of the Payment Processor/Acquirer Agreement howsoever arising.

13.3 We may treat your breach of any Payment Processor/Acquirer Agreement as a breach of the Agreement.

13.4 You must:

(a) promptly inform us of all material complaints or claims in relation to the Services; and

(b) not admit liability on our behalf in respect of any complaint or claim in relation to the Services.

13.5 Without limiting any other provisions of this Agreement, you:

(a) are responsible for the payment of all Refunds and Chargebacks and any costs or expenses under the Payment Processor/Acquirer Agreement. You acknowledge and agree that we are not responsible for or liable to you for any Refunds or Chargebacks, including those which are submitted without authorisation or in error, or violate any Applicable Laws and, to the extent we cover any costs in relation to any Refunds or Chargebacks on your behalf that amount will become a debt due and payable by you to us which we may, in our sole and absolute discretion, recover in accordance with clause 13.2;

(b) are responsible for complying with the Scheme Rules and payment of any and all fines and penalties levied by a Scheme Owner that is caused by your acts or omissions or those of your Licensed Users and/or Account Holders. For completeness, you acknowledge and agree that we are not responsible for or liable to you for any fines or penalties levied by a Scheme Owner and, to the extent we cover any costs in relation to these amounts, that will become a debt due and payable by you to us which we may, in our sole and absolute discretion, recover in accordance with clause 13.2;

(c) must comply with your legal obligations to your customers, including with respect to the delivery of goods or services to customers;

(d) must not use the Services for:

(i) (the benefit of any business that we have identified as a Restricted Business (including to facilitate donations to any Restricted Business); or

(ii) any Restricted Activities;

(e) must comply with all applicable laws, industry codes and rules that apply to your business;

13.6 It is your responsibility to ensure that you are aware of, accept and comply with the Scheme Rules including any updates to same from time to time.

13.7 You must not make any representation or give any warranty in relation to the Services not expressly authorised by us in writing.

13.8 You warrant that all documents and information provided by you in accordance with clause 3 are complete, true and correct.

13.9 We may at any time modify the settings of the Services and/or configure the Services, or request that the Acquirer/Payment Processor take action to prevent an actual or suspected breach of:

(a) any provision of this Agreement.

(b) Scheme Rules.

(c) the Payment Processor/Acquirer Agreement between you and the Acquirer/Payment Processor or

(d) Applicable Law, by you and/or your Licensed Users.

13.10 You acknowledge that the integrity of the Services is protected by technical protection measures to prevent IPR, including copyright, in the Services from being misappropriated (TPMs).

13.11 You must not attempt, and ensure that your Licensed Users do not attempt, to remove or circumvent any TPM in the Services.

13.12 You must comply with, and ensure that your Licensed Users comply with, any security procedures, policies, and standards that we notify you of from time to time with respect to access and use of the Services.

13.13 You must notify us immediately of any:

(a) Change of Control;

(b) Insolvency Event;

(c) any changes affecting you, the nature of your business activities, beneficial owners, or other important information; and

(d) any other change in circumstance which may impact an Approval.

13.14 At any time following receipt of a notice in accordance with clause 13.13, we may require you to provide all necessary documents and cooperation required to enable us to re-perform any Approval checks required in accordance with clause 3.

13.15 You must indemnify us in respect of all and any loss and damage that we may suffer as a result of your breach of this clause 13.

14. Liability

14.1 The output of the Services (including any report generated from an the Services) does not and shall not constitute our advice, including financial, legal or other advice. You must obtain all appropriate professional, financial, legal and other advice as applicable before relying on the output that you obtain from any Services. You must not represent (either expressly or implied) that the output of the Services is or may constitute our advice.

14.2 We are not liable for any failure to perform or deliver any Services caused by any breach of an Agreement by you or your Personnel.

14.3 We and Our Personnel are not liable to you, and you are not liable to us or Our Personnel, for any loss of profits, loss of business opportunity, loss of revenue (other than caused by your failure to pay the Fees), loss of savings or loss of data, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage was foreseeable or not.

14.4 We are not liable for any loss or damage caused by any Services due to any Force Majeure Event.

14.5 To the extent that our liability is not already excluded, the total aggregate liability of us and Our Personnel under or in connection with this Agreement and the Services is capped at an amount equivalent to the value of the Fees paid by you under this Agreement in respect of the Services in the 6-month period preceding the relevant claim.

Any claims shall be reduced to the extent that you, your Personnel or End Users caused, were responsible for, or contributed to, such loss or damage.

14.6 Where liability for breach of any guarantees under Applicable Law can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option:

(i) with respect to the supply of goods, to the replacement or repair of the goods or the cost of resupply or replacement of the goods; and/or

(ii) with respect to services, to the supply of services again or the cost of re-supplying the services again.

14.7 Other than any non-excludable guarantees implied into an Agreement under any Applicable Law (if any), all conditions, warranties and guarantees that would be implied in the Agreement are hereby excluded from the Agreement.

14.8 Notwithstanding any other provisions of this clause 14, nothing in this clause 14 limits your liability for any breach of clauses 9-13 by you or under any indemnity given by you under any Agreement.

14.9 Either Party may obtain urgent interlocutory relief from a court of competent jurisdiction to prevent any actual or potential breach of the Agreement.

14.10 To the extent permitted by law and notwithstanding any other provision of this Agreement, you acknowledge and agree that the Services are at all times only provided on a best endeavours basis.

14.11 You, and not us, are solely liable for payment for the following to the Acquirer/Payment Processor:

(a) all Refunds and Chargebacks; and

(b) any and all fines or penalties levied by a Scheme Owner and/or an Acquirer/Payment Processor that are caused by the acts or omissions of you, your Licensed Users and your Account Holders.

14.12 You hereby indemnify us in respect of any loss or damage that we may suffer or incur as a result of your failure to pay any amount that is referred to in clauses 14.11 as and when due.

14.13 We are not liable for:

(a) the creditworthiness or fraud of any person whose payment is processed by you using the Services; or

(b) for any non-performance of the Services to the extent caused by the Acquirer/Payment Processor or the acts or omissions of any bank or one or more payment, clearing, settlement or other systems provided by a third party, except to the extent caused by our fraud or willful misconduct.

14.14 You accept and acknowledge that you are solely responsible for complying with Applicable Laws in respect of payment surcharges and services fees in any relevant jurisdiction, including but not limited to consumer regulation, payments regulation and marketing regulation.

14.15 You authorise us to act as your authorised representative when dealing with the Acquirer/Payment Processor with respect to your use of the Payment Processing System and as such are authorised by you to access and use your data processed by the Payment Processing System. When so acting as your authorised representative, we will act in accordance with the mandates, permissions and instructions that we obtain from you.

15. Force Majeure Event

15.1 We are not liable for any failure by us to perform our obligations under the Agreement if such failure was caused by a Force Majeure Event.

15.2 If a Force Majeure Event continues for 30 consecutive days, we may terminate the Agreement by written notice to you.

16. Termination

16.1 A Party (the “First Party”) may terminate an Agreement by written notice to the other Party if the other Party (the “Defaulting Party”) commits a breach of the Agreement that is not remediable, or if the breach is a remediable breach and the Defaulting Party fails to remedy the breach within 14 days of written notice from the First Party requiring the breach to be remedied.

16.2 We may terminate our provision or supply of any Services to you under an Agreement, if:

(a) you undergo a Change of Control without our prior written consent;

(b) you breach, challenge or dispute the validity of any of our IPR;

(c) you purport to assign any of your rights or novate any of your obligations under an Agreement without our prior written consent;

(d) you breach any Applicable Law or any person’s rights;

(e) we reasonably suspect, in our sole and absolute discretion, that you may be ineligible to receive the Services due to fraud, credit risk, or other associated risk;

(f) the bank account owned and operated by you that is associated with our delivery of the Services experiences a negative balance on 3 or more occasions;

(g) your Approval is refused or revoked in accordance with clause 3;

(h) a Third Party Provider ceases to provide hardware, software, products or services that we require to comply with our obligations to supply any Service to you;

(i) we are requested to by or on behalf of the Acquirer/Payment Processor or Scheme Owner.

(j) if the Payment Processor/Acquirer Agreement between you and the Acquirer/Payment Processor is terminated or expires;

(k) if our agreement with the Acquirer/Payment Processor is terminated or expires; and/or

(l) where we are otherwise permitted to do so under the Agreement.

16.3 Either Party may terminate an Agreement by written notice to the other Party if the other Party suffers an Insolvency Event.

16.4 If an Agreement is terminated for any reason:

(a) you shall, at our option and upon our request, promptly return or destroy all copies of our Confidential Information in your possession or control;

(b) you shall pay to us all monies payable, due for payment or owing by you under the Agreement, including any Fees due;

(c) you shall pay to us all costs and expenses that we incur in connection with the termination of the Agreement, including any debt collection and legal costs and expenses (including solicitor and barrister fees and disbursements on a full indemnity basis), except where the Agreement is terminated for our breach;

(d) we shall, at your option and upon request, promptly return or destroy all copies of Your Confidential Information in our possession or control;

(e) we shall henceforth cease to have any further obligation to deliver or provide any Services;

(f) any licenses and rights granted by us to you pursuant to the Agreement immediately terminate

16.5 Clause 16.4 does not apply to any information that a Party is required to retain in order to comply with Applicable Law.

16.6 Any rights or obligations that, by their nature, survive termination or expiry shall so survive termination or expiry of an Agreement, including any provision dealing with confidentiality, IPR, obligations on termination, liability, indemnities, dispute resolution and jurisdiction.

16.7 Termination does not affect any accrued rights of either Party.

17. Notices

17.1 All notices required or permitted to be made under an Agreement shall be in writing in English and shall be deemed delivered if:

(a) delivered in person;

(b) sent by post to the recipient’s postal addresses identified in the Quote; or

(c) sent by email to the recipient’s email addresses identified in the Quote.

17.2 Notice given under subclause 17.1(a) shall be deemed to have been validly and effectively given upon delivery.

17.3 Notice given under subclause 17.1(b) shall be deemed to have been validly and effectively given 6 Business Days after posting if posted domestically in Denmark, or 20 Business Days after posting if posted to or from Denmark from any other country.

17.4 Notice given under subclause 17.1(c) shall be deemed to have been validly and effectively given on the day on which it is transmitted if the sender receives a read or delivery receipt confirming delivery or receipt of the email or a reply to the email.

17.5 Any Party may change its address for notice hereunder by giving written notice to the other Party in accordance with this clause 16.

18. General

18.1 Subject to clause 18.2, a Party may not assign its rights or novate its obligations under an Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, and without limiting our rights under clause 16.2(a), you acknowledge and agree that you must notify us in writing of any actual or potential Change of Control event as soon as reasonably practicable after becoming aware of that event.

18.2 We may assign or novate our rights and/or obligations under an Agreement at any time in connection with any corporate restructure, merger or acquisition, without your prior written consent.

18.3 If any provision of an Agreement is deemed invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain enforceable.

18.4 The relationship between you and us is non-exclusive and nothing in an Agreement will prevent us from supplying any goods or services to any third party in our absolute discretion. We are an independent contractor and nothing contained in an Agreement creates any relationship of partnership, employment, joint venture or agency between the parties. You acknowledge that we use one or more sub-suppliers or partners for the delivery of the Services.

18.5 Each Agreement is the entire agreement between you and us about its subject matter and supersedes all other proposals, arrangements or agreements between you and us about its subject matter.

18.6 We may amend the terms of this Agreement by giving you at least 30 days written notice. If the change has a material adverse effect on you, you may, within 60 days of receipt of the amendment notice and by providing no less than 30 days prior written notice, notify us that you do not accept these changes and that you wish to terminate this Agreement. Where we don’t withdraw the proposed amendments during such notice period, this Agreement will terminate on expiry of such notice. For the avoidance of doubt, you will not be entitled to terminate the Agreement if we withdraw such change.

18.7 We may be required to amend the terms of this Agreement from time to time to comply with law or to otherwise comply with the terms of our third-party acquirers. If we are required to amend the terms of this Agreement in accordance with this clause 18.7, you acknowledge and agree that:

(a) we may not, in all circumstances, be able to provide you with 30 days prior notice (noting that the timeframe required for the change to ensure compliance may be shorter), but will provide as much notice as is possible; and

(b) you will not have the right to terminate under clause 18.6.

18.8 Our rights under an Agreement may not be waived except in writing signed by us.

18.9 This Agreement and any and all conflicts arising out of the Agreement and/or otherwise between the Parties shall in all respects be governed by, and construed and interpreted, in accordance with the laws of Denmark. Any dispute arising out of the Agreement must be settled by the City Court of Copenhagen as the court of first instance.

19. Definitions and Interpretation

19.1 In an Agreement, words defined in bold font in parentheses or otherwise, have the meanings given to them therein. In addition, the following words have the following meanings:

Account Holder means a person that purchases products and/or services from you using a Payment Method.

Acquirer means a financial institution that is authorised by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from you on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to you.

Applicable Law means any legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency, including any Data Protection Law, in any applicable jurisdiction.

Authorisation means the process whereby Acquirer on behalf of you requests permission for a Payment Method to be used for a particular purchase.

Business Day means any day from Monday to Friday excluding public holidays in Denmark.

Business Hours means 9:00am – 5:00pm on Business Days, in the location of the applicable Site(s).

Change of Control means a change in the beneficial ownership of more than 50% of: (a) the issued share capital of a company; or (b) the legal power to direct or cause the direction of the general management of the company.

Chargeback means a Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which you have been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which you already received Settlement of the related funds, this results in the unconditional obligation for you to immediately return the Settled funds to Acquirer, to enable Acquirer to return such funds to the Scheme Owner or Acquirer (as applicable).

Documentation means any user manuals, notes, technical instructions and documentation issued to you by us in respect of Services.

End User means any person who accesses and/or uses a Service.

Fees means any fees, rates and charges set out in the Quote.

Force Majeure Event means war, industrial action, government action, natural disaster, flood, labour disturbance, pandemic, harmful code or component, communication outage, Internet outage, interruption of service, denial of service attack, downtime of any third party hosting provider, fire, threatened or actual act of terrorism, earthquake, act of God, or other circumstances beyond our reasonable control, that prevents us from providing Ordered Products or Ordered Services under an Agreement.

Group means in relation to a company, that company, each and any holding or subsidiary company from time to time of that company and each and any subsidiary from time to time of a holding company of that company, with “holding company” or “subsidiary” meaning a "holding company" or "subsidiary" as defined in the Danish Companies Act.

Insolvency Event means, in respect of a Party: (a) the Party ceases to carry on business, is unable to pay its debts as and when they fall due, or is deemed to be insolvent or bankrupt; (b) a receiver or a liquidator or provisional liquidator or an administrator is appointed to the Party, or an application (including voluntary application filed by that Party) is lodged or an order is made or a resolution is passed for the winding up (whether voluntary or compulsory) or reduction of capital of that Party; (c) the Party enters into an arrangement with its creditors; (d) where the Party is a partnership, the partnership is dissolved or an application is made for its dissolution; (e) the Party suspends payment of its debts to the other Party or a third party, or the Party takes the benefit of any law for the relief of insolvent debtors; or (f) anything analogous or having a substantially similar effect to any of the events described in (a) through (e) above occurs under the law of any applicable jurisdiction.

Non-domestic cards means credit or debit cards issued outside the country where your business is established, including those from the same broader region (regional cards) or from entirely different regions (international cards).

Licensed User means any of your officers or employees who are employed by you who are not employed, engaged by or affiliated with any of our Direct Competitors and who are not restricted from using the Services because of any restrictions specified in the Quote.

Object Code means Source Code in compiled or binary form.

Our Personnel means our officers, agents, employees, contractors, subcontractors and suppliers.

Payment Method means one or more payment methods, specified in a Quote or this Agreement.

Payment Processor means the payment processor specified in the Payment Processor/Acquirer Agreement.

Payment Processor/Acquirer Agreement means in respect of the Payment Processing System, the agreement between you and the Payment Processor, on the terms specified or referred to in, or attached to, the Quote.

Payment Processing System means the payment processing platform, functionality and services made available to you by the Payment Processor.

Payments Solution Onboarding Requirements means the Services onboarding requirements specified in the Quote and any other onboarding requirements specified by us and/or Payments Processor from time to time.

Personnel means Our Personnel and/or Your Personnel, as the context dictates.

Refund means a (full or partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of you.

Restricted Activities means any activity or transaction that we have identified as being restricted on our website here, or any other activity or transaction notified by us from time to time (including any activity or transaction that is identified as being restricted in a Quote).

Restricted Business means any business that we have identified as being restricted on our website here, or any other business notified by us from time to time (including any business that is identified as being restricted in a Quote).

Scheme Owner means a third party that regulates and provides a specific Payment Method (e.g. Visa, MasterCard).

Scheme Rules means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which merchants and payment service providers must comply with when using the relevant Payment Method.

Source Code means human readable computer code.

Specifications means the technical and non-technical specifications for Ordered Products and/or Services set out in a Quote or otherwise issued in writing by us to you from time to time.

Third Party Provider means any of our third party suppliers, subcontractors and/or providers who provide any goods or services that we supply or resupply as part of Ordered Products and/or Services, or that we rely on to supply any Ordered Products and/or Services.

Transaction means an Authorisation request of an Account Holder for a payment from the Account Holder to you submitted by you to Acquirer/Payment Processor.

Transaction Value means the amount to be paid by an Account Holder to you submitted by you to Acquirer/Payment Processor.

Your Personnel means your officers, agents, employees, contractors and suppliers, excluding us and Our Personnel.

You means you, if you have entered into an Agreement with us by accepting a Quote.

We, our and us means Golfbox Pay ApS company registration no. 45993345.

19.2 In any Agreement, unless the context requires otherwise:

(a) a reference to “a Party” means you or us (as the context dictates) and a reference to “the Parties” means you and us;

(b) where a Party has an obligation to use ‘best endeavours’ that Party shall be required to take steps that are reasonable in the circumstances, taking into account their own commercial, economic and operational interests, and does not require the relevant Party to actually perform the obligation or achieve the outcome where to do so would cause it considerable detriment;

(c) headings and underlinings are for convenience only and do not affect the construction of the Agreement;

(d) a provision of an Agreement will not be interpreted against a Party because the Party prepared or was responsible for the preparation of the provision, or because the Party’s legal representative prepared the provision;

(e) a reference to "in writing" or "written" includes email;

(f) a reference to a statute or regulation includes amendments thereto;

(g) a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity;

(h) the words 'such as', 'including', 'particularly' and similar expressions are not words of limitation and shall be interpreted as if the words ‘but not limited to’ immediately followed them in each case; and

(i) a reference to the singular incudes the plural and vice versa.