Wisp — Merchant Terms of Service

Effective date: 24 August 2026

These Merchant Terms of Service ("Agreement") govern the relationship between Poblado Labs Ltd, a company registered in England and Wales (company number 16089775) with its registered office at 13 Bolingbroke Grove, London SW11 6ER, United Kingdom, trading as "Wisp" ("Wisp", "we", "us", "our"), and the business that registers for, integrates, or uses the Wisp merchant services ("Merchant", "you", "your").

By registering for, integrating, or using the Wisp merchant services, or by clicking to accept this Agreement, you agree to it on behalf of your business. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

1. What Wisp provides

Wisp is a checkout-convenience service. It lets your customers save their checkout details with Wisp and, at your checkout, supplies those details (and a tokenised payment reference) so the customer can complete an order quickly. Wisp may also enable features such as cart-sharing, loyalty, and favourites (the "Wisp Services").

Important — what Wisp does not do:

• Wisp is not a bank, payment institution, e-money issuer, acquirer, or PSP, and does not process, hold, receive, settle, or move funds.
• Wisp does not provide you with payment processing, acquiring, or settlement. You must have your own contracted payment service provider (PSP) to take payment from your customers. Wisp passes checkout details and a tokenised payment reference to you and/or your PSP; the PSP processes the payment.
• Wisp does not store customers' full card numbers. Card data is tokenised by VGS (Very Good Security).

The specific plan, features, and any commercial terms may be set out in an order form, online sign-up, or written agreement referencing this Agreement (an "Order"). If an Order conflicts with this Agreement, the Order controls for that subject.

2. Your responsibilities

You agree to:

• maintain your own valid PSP / merchant acquiring arrangements and comply with their rules and with the applicable card scheme rules and PCI DSS;
• integrate and use the Wisp Services in line with our documentation and reasonable instructions;
• sell only lawful goods and services, and provide accurate pricing, tax, delivery, returns, and product information to customers;
• be responsible for your customer relationship — including fulfilment, refunds, cancellations, chargebacks, complaints, and customer support for orders placed with you;
• comply with all laws that apply to your business, including consumer protection, e-commerce, advertising, sanctions, and anti-money-laundering laws; and
• keep your Wisp account credentials and API keys secure and notify us promptly of any suspected compromise at info@pobladolabs.co.uk.

You must not misuse the Wisp Services, interfere with or attempt to gain unauthorised access to our systems, reverse engineer the Wisp Services (except as the law allows), or use them to process data unlawfully.

3. Data protection

In relation to customers' personal data handled through the Wisp Services, Wisp and the Merchant each act as independent controllers: Wisp as controller for operating the Wisp Services and customer relationship with Wisp, and the Merchant as controller for the order, fulfilment, and its own customer relationship. Each party will:

• comply with applicable data protection law (including the UK GDPR and the Data Protection Act 2018);
• have a lawful basis for its processing and provide required privacy information to customers;
• implement appropriate technical and organisational security measures; and
• reasonably cooperate with the other, and with data subjects and regulators, in relation to data rights requests and any personal data breach.

If a party acts as the other's processor for any specific processing, the parties will enter a data processing agreement meeting the requirements of applicable law before that processing begins. Wisp uses VGS to tokenise card data and does not store full card numbers.

4. Fees

Fees for the Wisp Services (if any) are set out in your Order or the pricing we make available to you. Unless the Order says otherwise, fees are exclusive of VAT and other taxes, which you'll pay where applicable, and are payable within the period stated in the Order or invoice. We may update fees on reasonable notice; changes apply from your next billing period. Because Wisp does not process payments, Wisp does not deduct fees from your customers' payments — fees are billed to you directly.

5. Intellectual property and brand

As between the parties, Wisp owns the Wisp Services and all related intellectual property, and you own your own content, products, and brand. We each grant the other a limited, non-exclusive, revocable licence to use the other's name and logo solely to operate and promote the integration, following any brand guidelines provided. Neither party may make misleading statements about the other. You get no rights in the Wisp Services except as expressly stated here.

6. Confidentiality

Each party may receive confidential information from the other. The receiving party will use it only to perform this Agreement, protect it with reasonable care, and not disclose it except to those who need it and are under similar obligations, or as required by law. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or lawfully received from a third party.

7. Warranties

Each party warrants that it has the authority to enter into this Agreement. We provide the Wisp Services with reasonable skill and care. Except as expressly stated and to the extent permitted by law, the Wisp Services are provided "as is", and we do not guarantee that they will be uninterrupted or error-free or will meet every requirement you have. All other warranties, whether express or implied, are excluded to the fullest extent the law allows.

8. Liability

Neither party excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or anything else that cannot be excluded or limited by law.

Subject to that, and except in respect of your payment obligations and the indemnity in Section 9:

• Neither party is liable to the other for loss of profits, revenue, business, goodwill, anticipated savings, or for any indirect or consequential loss, in each case whether or not foreseeable.
• Each party's total aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the fees paid or payable by you to Wisp under the Order in that 12-month period, or (b) £1,000.
• Wisp is not liable for the acts or omissions of your PSP, for payment processing, settlement, refunds, or chargebacks, for the goods or services you sell, or for your compliance with card scheme rules or PCI DSS.

9. Indemnity

You will indemnify Wisp and its directors, officers, and employees against third-party claims, losses, damages, and reasonable costs (including legal fees) arising out of: your goods or services; your breach of this Agreement or of applicable law; your handling of customer data as controller; or your infringement of a third party's rights — except to the extent caused by Wisp's own breach, negligence, or wilful misconduct.

10. Term, suspension, and termination

This Agreement starts when you first accept it or use the Wisp Services and continues until terminated. Either party may terminate on 30 days' written notice, or immediately if the other materially breaches this Agreement and fails to fix it within 14 days of notice, or becomes insolvent.

We may suspend your access without notice if we reasonably believe your use poses a security, legal, or fraud risk, or breaches this Agreement; we'll restore access once the issue is resolved where reasonable.

On termination, your right to use the Wisp Services ends, you'll pay any fees due, and each party will return or delete the other's confidential information on request. Sections that by their nature should survive (including data protection, confidentiality, liability, indemnity, and governing law) survive termination.

11. General

• Governing law and jurisdiction. This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
• Changes. We may update this Agreement for legal, regulatory, security, or business reasons, on reasonable notice. Continued use after the effective date of an update means you accept it.
• Assignment. You may not assign this Agreement without our consent; we may assign it to an affiliate or successor to our business.
• Independent contractors. The parties are independent; this Agreement creates no partnership, agency, or employment relationship.
• No third-party rights. No one other than the parties has rights under this Agreement (subject to the indemnified persons in Section 9).
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Severability and waiver. If any provision is invalid, the rest stands; failing to enforce a right is not a waiver of it.
• Entire agreement. This Agreement and any Order are the entire agreement between the parties about the Wisp Services and supersede prior discussions.

12. Contact

Poblado Labs Ltd (trading as Wisp) 13 Bolingbroke Grove, London SW11 6ER, United Kingdom Email: info@pobladolabs.co.uk

This Agreement was last updated on 24 August 2026.