Merchant Subscription Agreement

GranOps

Version v0 — October 2026

Parties

Provider. GranOps Technologies, S.L. ("GranOps"), NIF B05612726, with its registered office at Calle del Doctor Castelo, 15, 1.º D, 28009 Madrid, Spain, entered in the Madrid Mercantile Register (Registro Mercantil de Madrid), Section 8, Sheet M-897931, acting through its sole director (administradora única), Nicole Minkova.

Merchant. The legal person or sole trader identified as the Merchant on the signed Order Form ("the Merchant"). Whoever signs the Order Form confirms that they have authority to bind the Merchant. The Merchant takes the Service for the purposes of its business, not as a consumer.

The Order Form, this Agreement, its Data-Processing Annex ("the Annex") and the UK Article 28 Addendum ("the Addendum") are the entire agreement between the parties about the Service. The Annex and the Addendum are part of this Agreement. Where these documents conflict, the Annex and the Addendum prevail on data protection over the rest of this Agreement and over the Order Form; on any other matter, the custom plan or other special terms on the Order Form prevail over this Agreement.

Definitions

In this Agreement, "Location" means one physical trading premises of the Merchant, a kiosk or a counter inside another business's premises included; "Message" means a text sent through the Service to the Cards of the Merchant's Members on the Merchant's behalf; and "serious breach" means a breach of clause 5.2.

1. What GranOps provides

1.1 GranOps provides a digital service for running Programs: enrolling Members, Cards in Apple Wallet and Google Wallet, a scanning tool for the people the Merchant authorises, and a dashboard (together, "the Service").

1.2 The Service is provided as a standard service and "as is". GranOps may improve or change it, or withdraw features; a change that is materially adverse to the Merchant follows clause 11.3.

1.3 The Cards are part of a live service that depends on GranOps's infrastructure and on Apple's and Google's wallet platforms. They are not a product the Merchant can own or run on its own. When this Agreement ends, the Cards stop working as clause 8 provides.

1.4 GranOps gives no legal, business or marketing advice. The Loyalty Program Terms it supplies and the data protection impact assessment it prefills are not advice: the Merchant adopts or completes them as its own, and takes its own advice where it needs it.

2. Free trial

2.1 A new Merchant may take a free trial of 14 days on the plan it chooses on the Order Form. When it starts the trial, the Merchant gives its payment details; nothing is charged during those 14 days.

2.2 On day 15 the trial converts automatically to that plan and the first charge is taken, unless the Merchant has cancelled during the trial.

2.3 Each Merchant is entitled to one free trial. Successive trials to prolong free use of the Service are not allowed.

2.4 Real Members may enrol during the trial. If the Merchant cancels, or the trial ends without converting, clause 8 applies in full to the Cards and to the data processed during the trial.

3. Plans, prices and payment

3.1 Monthly plan. The monthly plan is charged each month at the monthly price on the Order Form and covers the Merchant and its first Location. It renews every month. It can be cancelled under clause 4.1, with no refund for the month under way and nothing owed beyond it.

3.2 Annual plan. The annual plan is charged at the annual price on the Order Form, paid 12 months in advance, and covers the Merchant and its first Location. At the end of each period it renews automatically for another 12 months at the annual price then in force, unless cancelled beforehand under clause 4.1.

3.3 Additional Locations and custom plans. Each Location after the first is charged at the price for an additional Location on the Order Form. A Location added is charged pro rata from the day it is added to the end of the period under way. A reduction in the number of Locations takes effect at the next renewal, with no refund for the period already paid. Any custom plan and its terms appear only on the Order Form.

3.4 Prices exclude VAT, which is added where applicable.

3.5 Payment. GranOps collects payment through Stripe, by the method chosen on the Order Form. By choosing it, the Merchant authorises the recurring charges for its plan.

4. Cancellation and refunds

4.1 Cancellation by the Merchant. The Merchant may cancel at any time by notice to support@granops.com under clause 11.5, or through a self-service feature where one is available. Cancellation takes effect when GranOps receives it: the plan does not renew, and this Agreement ends at the end of the trial, month or 12-month period under way, until which the Merchant may use the Service. Nothing already paid is refunded.

4.2 Termination without cause and refund. GranOps may end this Agreement without cause by giving the Merchant at least 60 days' notice. If GranOps ends this Agreement without cause, or materially fails to provide the Service, it refunds the Merchant the pro rata share of prepaid fees for the period not used.

4.3 Suspension or termination for cause. GranOps may suspend or end this Agreement:

(a) for non-payment, if a payment is still unpaid 14 days after GranOps gives the Merchant notice that it has failed. Until then, the Service runs as normal;

(b) for a serious breach, with immediate effect and without prior notice; and

5. The Merchant's obligations

5.1 The Merchant is the controller of its Members' data, under clause 7 and the Annex. It adopts as its own terms with its Members the Loyalty Program Terms its Members accept when they enrol and each later version GranOps gives notice of under clause 11.3, and is responsible for honouring the Program it offers; GranOps runs the Service's tools on the Merchant's behalf.

5.2 The Merchant uses the Service lawfully and does not use it in a way that breaches the terms Apple or Google set for wallet passes.

5.3 For the term of this Agreement and the close-down under clause 8, the Merchant grants GranOps a limited licence to use its name, logo, colours and other brand assets solely to present and run the Cards and the Service for that Merchant.

5.4 The Merchant tells its Members before any of its Programs ends, whether because this Agreement ends or for another reason, giving them the notice the Loyalty Program Terms promise.

5.5 The Merchant is responsible for the content of its Messages, apart from the opt-out line in clause 5.6, and for their compliance with the law on electronic marketing, the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR") included. In particular, an offer in a Message covers only the Merchant's own similar products and services, and its conditions are easy to find in the Message.

5.6 GranOps is responsible for the opt-out line it adds at the end of Messages, which the Merchant cannot remove, and for the register of Members who have objected to Messages (the "Objected register"), which it operates and which keeps those Members out of every Message.

5.7 GranOps may suspend the sending of the Merchant's Messages if it reasonably believes that a Message breaches the law or clause 5.5, or if it receives complaints about the Merchant's Messages. Such a suspension covers Messages only: the Cards and the rest of the Service keep running. GranOps tells the Merchant why without delay.

5.8 The Merchant warrants that its brand assets and the content of its Messages do not infringe anyone's rights, and that it is entitled to grant the licence in clause 5.3.

5.9 The Merchant indemnifies GranOps against the following claims, and the losses and reasonable costs they cause GranOps, except to the extent that GranOps's own breach of this Agreement or its negligence caused the claim:

(a) a claim arising from the content of the Merchant's Messages;

(b) a Member's claim about the Rewards of the Merchant's Programs; and

6. Intellectual property

6.1 GranOps keeps ownership of the Service, its software and the GranOps brand. For the term of this Agreement, the Merchant receives a non-exclusive, non-transferable licence to use the Service under this Agreement.

6.2 The Merchant keeps ownership of its brand assets, its relationships with its Members and the data processed on its behalf, subject to the licence in clause 5.3 and the rules in clause 7.

6.3 Anything GranOps builds or configures at the Merchant's request stays GranOps's property, unless the Order Form says otherwise. This does not affect what the Merchant keeps under clause 6.2.

7. Data protection

7.1 GranOps processes Members' data as the Merchant's processor, only on the Merchant's documented instructions and for the purposes in the Annex. GranOps is an independent controller only for billing the Merchant, for the minimum security and operational logs it needs for its legal, security and Service-administration obligations, for audience measurement, and for making anonymous statistics under clause 7.2.

7.2 GranOps may make anonymous statistics from the data it processes for the Merchant, alone or together with the data it processes for other Merchants, and use them to operate, secure and improve the Service and to produce industry insights. A statistic is anonymous only if no Merchant, Member or other person can be identified from it by any means reasonably likely to be used. GranOps does not publish or share statistics that identify the Merchant's business without the Merchant's written permission. GranOps does not link Members of different Merchants and does not disclose one Merchant's Member data to another.

7.3 The full processing terms, including the sub-processors, the security measures and the safeguards for international transfers, are in the Annex and the Addendum, which prevail on data protection as the opening of this Agreement provides.

7.4 When this Agreement ends, GranOps deactivates the Cards, securely returns its Member list to the Merchant and deletes the data in the order and within the time limits in clause 8 and the Annex.

8. Termination

8.1 This clause applies whenever this Agreement ends: whether the Merchant cancels, the trial ends without converting, or GranOps ends it, under clause 4.3 or otherwise. A suspension is not termination and does not trigger this clause.

8.2 From termination, the people the Merchant authorises lose access to the Service, the scanning tool and dashboard included, and Members' Cards stop collecting and redeeming stamps.

8.3 GranOps sends a final update that deactivates each Card. Whether the Member sees it depends on their device reconnecting to the wallet platform; if it does not, the Card may keep showing its previous state until the Member deletes it. Neither GranOps nor the Merchant can remove a Card from a Member's phone.

8.4 GranOps acts in this order: it deactivates the Cards; it gives the Merchant a secure download of its Member list; and it deletes its copies of the personal data within 30 days of termination, except any that the law of the European Union or of a Member State, or of the United Kingdom or a part of it, requires it to keep. Once the data is deleted, no further update can be sent to the Cards.

8.5 The Member list is the return to the Merchant, as controller, of its own data that GranOps processed as processor. It covers only the Members the Service created and gives, for each, their name, contact details, join date, date of last stamp, stamp balance, redemptions and the two marketing-consent flags. Members who have not consented are included and marked as such.

9. Availability, warranties and liability

9.1 GranOps uses commercially reasonable efforts to keep the Service available, but does not guarantee that it will be uninterrupted or error-free, and offers no compensation for unavailability. The Service may be interrupted for maintenance.

9.2 The Service depends on Apple, Google and their wallet and notification systems. GranOps is not liable for changes, outages, policy decisions or actions on certificates or accounts that are outside its control.

9.3 To the extent the law allows, GranOps's total liability arising from this Agreement is limited to the fees the Merchant paid in the 12 months before the event giving rise to the claim. GranOps is not liable for indirect or consequential loss, or for loss of profit. Nothing in this clause limits liability for wilful misconduct (dolo), gross negligence (negligencia grave), death or personal injury, or any liability that the law does not allow to be limited. This limit is a single aggregate limit for all claims under this Agreement, the Annex and the Addendum together.

10. Assignment

10.1 The Merchant agrees that GranOps may assign or novate this Agreement to a successor entity, including a company formed later to continue the Service. GranOps gives notice beforehand, and the assignment or novation does not reduce the Merchant's rights.

10.2 The Merchant may transfer this Agreement, by assignment, novation or otherwise, only with GranOps's written consent. A buyer of the Merchant's business, or of one of its Locations, signs a new Order Form to use the Service.

11. General

11.1 This Agreement and the Order Form are governed by Spanish law, the data-protection terms of the Annex and the Addendum included. The courts of Madrid have exclusive jurisdiction over any dispute arising out of or in connection with them.

11.2 The English text of this Agreement and the Order Form is the only authentic text. Any translation is for information only.

11.3 Changes. GranOps gives the Merchant at least 30 days' notice of:

(a) a change to the prices on the Order Form, to the commercial terms of this Agreement or to the Loyalty Program Terms under clause 5.1. A new price applies from the Merchant's first billing or renewal date after the notice ends; and

(b) a change to the Service's features that is materially adverse to the Merchant.

The Merchant may end this Agreement without penalty by notice given before such a change takes effect. It may also do so if an objection it raised under the Annex's Clause 7.7(a) to a change of sub-processors is still unresolved 30 days after it was raised, by notice given while the objection remains unresolved. In each case, GranOps refunds the Merchant the pro rata share of prepaid fees for the period not used.

No change under this clause can alter the limit of liability in clause 9.3, the governing law and jurisdiction in clause 11.1, or this clause 11.3. The data-protection terms of the Annex and the Addendum change only with direct notice to the Merchant and its approval, and never by merely publishing new terms on a website. Updates to the sub-processor list in Annex IV follow the Annex's Clause 7.7: at least 30 days' notice and a right to object.

11.4 Clauses 2, 3 and 4 of this Agreement are restated in full on the Order Form. By signing the Order Form, the Merchant confirms that it has read them and expressly accepts them.

11.5 Notices. A notice under this Agreement is given in writing, by email.

(a) Notices to GranOps, a cancellation under clause 4.1 included, go to support@granops.com. Notices about data protection, under the Annex and the Addendum included, go to privacy@granops.com.

(b) Notices to the Merchant go to the Notices email on the Order Form, or to another address the Merchant gives GranOps in writing.

(c) An email notice counts as received on the next working day in Madrid after it is sent. A working day is a day that is not a Saturday, a Sunday or a public holiday in Madrid.