Key Facts Statement About Your Merchant Agreement

Date: 5 May 2026

Relates to: Hubpay PayFac Merchant Agreement v2.0

We've put together this summary to walk you through the most important parts of your Merchant Agreement before you commence card payment services with Hubpay. It covers the terms most relevant to your day-to-day relationship with us: how we work together, how funds flow, and what to expect on both sides.

This summary doesn't replace the full Agreement, and if there's ever a conflict between the two, the Agreement takes precedence. If anything raises a question, you can reach us through our support channel at https://hubpay.io/contact-us or speak to your Hubpay relationship manager. We're happy to walk through anything with you.

1. What Hubpay does for you

Clause 2

Hubpay processes card payments on your behalf and disburses the resulting funds to your account. We can accept both UAE-issued and internationally-issued cards, so your customers can pay however works best for them. All settlements are made in UAE Dirhams (AED).

To use our services, your business needs to be incorporated and domiciled in the UAE.

2. How and when you get paid

Clauses 5 and 5A

Our standard settlement timeline is T+1 Business Day, meaning funds from a successfully authorised and captured transaction on day T reach your account on the next Business Day.

Depending on your business profile, we may agree one or more of the following credit risk arrangements with you. These are always discussed and confirmed in writing (including by email) before anything is applied. Nothing changes without your agreement.

Rolling Reserve (Holdback)

A small percentage is set aside from each settlement and held in a ring-fenced balance within your Hubpay wallet. Think of it as a security buffer that gradually comes back to you. Here's how it works in practice:

• Amounts held back in a given month are released 6 months later (so month 1 holdback is released in month 7).

• Releases happen monthly, as an ongoing rolling cycle.

• There's no separate transfer. The funds are already in your Hubpay wallet, they simply become available for use.

• Releases are always net of any amounts you owe us at that time.

• If the Agreement ends, we'll settle everything up and release your reserve once all outstanding liabilities (including any open disputes or chargebacks) are resolved.

Delayed Settlement

Rather than T+1, settlement is deferred by an agreed number of Business Days. The exact period is agreed upfront and confirmed in writing.

Upfront Reserve

In some cases we may ask for a one-time deposit at the start of the relationship, held as security and returned to you once the agreed conditions are met.

We will never apply any of these without your prior written agreement.

3. How your settlement terms can change over time

Clause 5A.3

As your business grows and your transaction history with us develops, we expect to review your settlement terms regularly, and improve them where we can. In either direction, we'll give you reasonable advance notice and explain our reasoning before making any changes.

In urgent situations, such as a sudden increase in chargebacks or a direction from our acquirer or Card Scheme, we may need to act more quickly. In those cases we'll notify you as soon as practicable and confirm the updated terms in writing promptly thereafter.

4. Chargebacks: what you should know

Clauses 5.3 and 5A.4

Chargebacks arise when a cardholder disputes a transaction. Your responsibility for chargebacks, refunds, assessments, and related costs from transactions processed under this Agreement continues even after the Agreement ends. If a chargeback arises, we may apply your reserve balance against it, and if there's a shortfall, we'll ask you to make it up.

Keeping your chargeback ratio low is the best way to stay ahead of this, and we're here to help you do that through our ongoing monitoring.

5. Keeping the Agreement up to date

Clauses 4.2 and 19.1

From time to time we may need to update the Agreement to reflect changes in Card Scheme rules, regulation, or the way we deliver our services:

• General updates: at least 1 month's written notice. If you'd prefer not to continue on the new terms, you can terminate within that notice period. Staying with us is taken as acceptance (Clause 19.1).

• Updates driven by Card Scheme rules, law, or service changes: we'll aim to give as much notice as possible, and typically 2 months where circumstances allow. If a rule or regulatory change comes into effect on shorter notice (which can happen when Card Schemes or regulators move quickly), we'll let you know as promptly as we can (Clause 4.2).

6. Ending the Agreement

Clauses 8.3, 8.4, and 8.5

Either of us can exit for any reason on 1 month's written notice, with no questions asked (Clause 8.5).

You can terminate immediately if we commit a material breach of the Agreement that isn't capable of being remedied (Clause 8.3).

We may need to terminate immediately in certain circumstances. These are largely protections required by our Card Scheme and acquirer relationships, and we would only exercise them where genuinely necessary. They include situations such as insolvency, withdrawal of a business licence, direction from our acquirer or a Card Scheme, a reasonable belief that activity may be contrary to law or sanctions, or breach of prohibited content rules (Clause 8.4).

Where we terminate for cause, we are required by Card Scheme rules to report the matter to our acquirer(s). If the termination relates to brand-damaging activity, we are also required to report to the relevant Card Scheme merchant screening database. By accepting the Agreement, you give your consent to this reporting (Clause 8.6).

Your chargeback and fee liabilities continue after the Agreement ends, regardless of how or why it terminates.

7. Our liability to you

Clauses 14.2 and 14.4

We're committed to delivering a reliable service. In the unlikely event something goes wrong on our side, our total liability to you is capped at the fees you paid us in the 6 calendar months before the event, expressed in AED. We're not liable for indirect losses such as lost profits, lost revenue, or business interruption.

8. Time limit for raising a claim

Clause 20.2

If you believe you have a claim against us, please raise it promptly. Written notice must reach us within 12 months of when you first became aware (or ought reasonably to have become aware) of the relevant facts. If a claim is raised after that window, it may not be possible for us to consider it under the Agreement.

9. Governing law and jurisdiction

Clause 20.1

This Agreement is governed by UAE law. If a dispute can't be resolved between us, it will be referred to the ADGM Court in Abu Dhabi. That said, we'd always rather resolve things directly first, which is what the complaints process below is for.

10. If you have a question or complaint

Clause 20A

We take merchant feedback seriously and want to make things right quickly.

• Step 1: Customer support. Reach out to our team at https://hubpay.io/contact-us. This is the fastest route for service-related questions and issues.

• Step 2: Escalation. If your issue isn't resolved through customer support, contact our compliance team at [email protected]. We'll acknowledge within 7 Business Days and aim to resolve within 30 Business Days.

• Step 3: External escalation. If you're still not satisfied, you can escalate through applicable UAE regulatory channels or refer the matter to the ADGM Court.

11. A few things we need from you

Clauses 3 and 6

To keep your account running smoothly, please:

• Only process payments for goods and services that fall within your registered business activity, and that you supply yourself.

• Let us know if your business changes in a meaningful way (for example: new revenue lines, new business lines, new customer segments, or new geographies). These kinds of changes can affect how your account is set up, and we'd rather stay ahead of it together.

• Keep your registered website URL(s) up to date with us.

• Only process your own transactions. Processing on behalf of other merchants is not permitted under Card Scheme rules.

• If you store or handle cardholder data or sensitive personal data, applicable PCI DSS requirements will apply. If you operate purely through Hubpay's payment link flow without storing card data, your PCI DSS obligations may be more limited. Your relationship manager can walk you through what applies to your setup.

This Key Fact Statement is a plain-English summary provided for your convenience. It does not form part of the Hubpay PayFac Merchant Agreement. In the event of any inconsistency between this document and the Agreement, the Agreement prevails.

Hubpay Limited, Company No. 100457786000003, registered in Abu Dhabi Global Market.