Whitelabel-Servicevereinbarung

Whitelabel eSIM Web Store Service Agreement

Shared Payment Processing Variant (OMAX as Merchant of Record)

Effective Date: 29 April 2026

IMPORTANT: PLEASE READ BEFORE ACCEPTING. This Whitelabel eSIM Web Store Service Agreement (the "Agreement") is a binding contract between you (the "Partner") and OMAX Group Ltd ("OMAX"), a private limited company registered in England and Wales under company number 16125244. By clicking "I accept" in the OmaxTelecom Console at console.omaxtelecom.com before launching, configuring, or operating a Whitelabel eSIM Web Store, the Partner accepts this Agreement and is bound by it. If the Partner does not accept this Agreement, the Partner must not configure or operate a Whitelabel Store.

This is the Shared Payment Processing variant of the Whitelabel Service Agreement. It applies where End Customer payments are collected through OMAX's payment infrastructure (currently Airwallex, with OMAX as the contracting merchant), and OMAX subsequently settles net proceeds to the Partner. A separate variant of this Agreement applies where the Partner uses its own payment processor.

This Agreement incorporates by reference, and operates together with, OMAX's Master Platform Terms (the "Master Terms"), the Privacy Policy, and the Data Processing Addendum. In the event of conflict, this Agreement prevails over the Master Terms in respect of the Whitelabel Store.

1. Definitions

In addition to defined terms in the Master Terms, the following definitions apply:

• "OmaxTelecom Console ("Console")": the partner-facing administrative interface operated by OMAX at console.omaxtelecom.com, through which the Partner configures and manages the Whitelabel Store, branding, Catalogue exposure, retail pricing, settlement settings, payment-processor mode, and all back-office functions, and through which the Partner accepts these and other applicable terms.
• "Identity Provider": the OAuth 2.0 identity provider operated by OMAX at id.omaxtelecom.com (the "OmaxTelecom ID"), which authenticates the Partner's users into the Console and, where the Partner additionally integrates Bappy or any other OMAX API alongside the Whitelabel Store, issues access tokens for that API.
• "Organization": the OMAX tenant associated with the Partner. All Whitelabel Store configuration, sales records, settlements, and supporting data are scoped to a single Organization, with strict tenant isolation enforced by OMAX.
• "Whitelabel Store": the branded eSIM storefront made available to the Partner under the Partner's own brand and Branded Domain, hosted by OMAX on OMAX infrastructure and connected to OMAX's wholesale eSIM Catalogue.
• "Branded Domain": the custom domain (or sub-domain) controlled by the Partner at which the Whitelabel Store is published (for example, "esim.partner.com").
• "Catalogue": the country, regional, and global eSIM data Plans made available by OMAX to the Partner through the Whitelabel Store at the applicable Wholesale Rates.
• "Plan (also "Bundle")": a pre-defined data package with a stated data allowance, validity period, coverage footprint, and price. The terms "Plan" and "Bundle" are used interchangeably; OMAX systems may expose the resource as either, and OMAX marketing materials may refer to it as a "Bundle".
• "Link": an individual eSIM profile (or, where the Partner enables physical SIM fulfilment, a physical SIM card) provisioned to a specific End Customer through the Whitelabel Store, identified internally by UUID and ICCID, with its own status and Activations.
• "Activation": the binding of a Plan to a Link, whether on initial provisioning or via topup, with its own usage allowance, expiry date, and coverage scope.
• "End Customer": any natural or legal person who purchases an eSIM Plan or top-up through the Whitelabel Store.
• "Wholesale Rate": the rate at which OMAX supplies a given Plan to the Partner, as published in the Console or as separately agreed in writing.
• "Retail Price": the price at which the Partner offers a Plan to End Customers through the Whitelabel Store, as configured by the Partner in the Console.
• "Margin": the difference between the Retail Price and the Wholesale Rate (and any applicable Processing Fees and Reserve), being the gross amount payable to the Partner before deductions.
• "Payment Processor": the third-party payment service provider used by OMAX to collect End Customer payments (currently Airwallex Pty Ltd and its affiliates, including any Airwallex entity authorised in the relevant payment jurisdiction).
• "Processing Fees": the fees charged by the Payment Processor for collecting End Customer payments (including card-network fees, currency-conversion fees, and any per-transaction or percentage-based charges), as passed through by OMAX without mark-up except as expressly stated.
• "Reserve": the rolling reserve held by OMAX from settlements to cover potential chargebacks, refunds, fraud losses, and disputes, as further described in Section 8.
• "Settlement Period": a calendar month, unless OMAX and the Partner agree a different cadence in writing.
• "Settlement Statement": the report issued by OMAX to the Partner at the end of each Settlement Period detailing gross sales, deductions, and net amount payable.

2. Eligibility and Onboarding

To accept this Agreement and operate a Whitelabel Store, the Partner must:

• be a legally registered business in good standing in its jurisdiction of incorporation;
• hold an active OMAX Organization on the Console at console.omaxtelecom.com that is not under suspension;
• complete OMAX's and the Payment Processor's Know-Your-Customer (KYC), beneficial-ownership, and sanctions-screening checks. Any change of control, beneficial ownership, or registered name during the term must be notified to OMAX without undue delay;
• designate a primary technical contact and a primary billing contact in the Console;
• agree to the setup fee, deposit, and any deposit-match terms set out in the applicable Order Form or in the Console at the time of acceptance.

OMAX may decline onboarding in its discretion, in particular where the Partner operates in a high-risk vertical, in a sanctioned jurisdiction, or where the Payment Processor declines underwriting.

3. Whitelabel Store Provisioning

Following acceptance and successful onboarding, OMAX will provision a Whitelabel Store on the Partner's Branded Domain. The Partner is responsible for configuring DNS records as instructed in the Console. OMAX provisions and renews TLS certificates for the Branded Domain, hosts the Whitelabel Store on OMAX infrastructure, applies the Partner's logo and colour palette, integrates the Catalogue and the Payment Processor, and provides the Partner with access to the back-office dashboard in the Console.

OMAX may make a non-production demo storefront available to the Partner during integration; the demo is provided on an as-is basis solely for the Partner's evaluation and training purposes. OMAX targets a typical go-live time of forty-eight (48) hours from completion of onboarding and DNS configuration, but does not guarantee any specific go-live date.

4. Pricing and Retail Price Setting

OMAX supplies Plans at the Wholesale Rate. The Partner sets the Retail Price for each Plan in the Console, subject to a minimum mark-up over the Wholesale Rate as published by OMAX from time to time (or zero if not published). The Partner is responsible for ensuring that all Retail Prices are: (i) accurate and not misleading; (ii) inclusive or exclusive of VAT/GST/sales tax in the manner required by the law of the End Customer's jurisdiction; and (iii) clearly displayed in the End Customer's currency where appropriate.

OMAX may revise Wholesale Rates on at least thirty (30) days' notice through the Console. Rate changes apply only to Activations created after the effective date of the change. Where OMAX charges the Partner per-Link or per-SMS recurring fees in connection with the Whitelabel Store back-end (for example, where the Partner additionally integrates the Bappy SMS endpoint into End Customer flows), those fees are deducted from the Settlement Statement for the relevant Settlement Period.

5. Shared Payment Processing: OMAX as Merchant of Record

Under this variant of the Agreement, OMAX is the Merchant of Record for all End Customer transactions through the Whitelabel Store. This means:

• OMAX (or an OMAX affiliate) appears on the End Customer's card statement, receipt, and refund record;
• OMAX contracts with the Payment Processor and is responsible for the underlying merchant agreement;
• OMAX collects the gross Retail Price from the End Customer through the Payment Processor;
• OMAX issues the End Customer's purchase receipt, processes refunds, and handles payment disputes (with Partner cooperation as set out below);
• OMAX (or an OMAX affiliate) is responsible for any VAT/GST registration triggered solely by OMAX acting as Merchant of Record.

The Partner authorises OMAX to act as the Partner's commercial counterparty vis-à-vis End Customers for the limited purpose of operating the Whitelabel Store under this Shared Payment Processing variant. Nothing in this Section creates a partnership, joint venture, employment, or agency relationship between the parties beyond what is strictly necessary to give effect to this Section.

6. Settlement to the Partner

At the end of each Settlement Period, OMAX will:

• issue the Partner a Settlement Statement detailing gross sales, Wholesale Rate deductions, Processing Fees deductions, refunds and chargebacks deductions, Reserve deductions, any per-Link or per-SMS recurring fees, and the net amount payable to the Partner;
• settle the net amount to the Partner's designated bank account within fifteen (15) business days of the close of the Settlement Period, subject to a minimum settlement threshold of one hundred euro (€100) (amounts below the threshold roll over to the next Settlement Period);
• settle in EUR by default; settlement in another currency may be agreed in writing and is subject to currency-conversion charges at the rate published by OMAX or its banking provider.

Disputes regarding the Settlement Statement must be raised in writing within fourteen (14) days of the date of the Settlement Statement; in the absence of timely dispute, the Settlement Statement is deemed accepted.

7. Refunds and Chargebacks

End Customers may request refunds in accordance with the refund policy displayed on the Whitelabel Store, which must comply with applicable consumer-protection law (including, where applicable, UK Consumer Rights Act 2015, UK Consumer Contracts Regulations 2013, and EU Consumer Rights Directive 2011/83/EU). The Partner is responsible for ensuring that the displayed refund policy is lawful and reasonable.

Where a Link creation or topup fails due to a provider-side error and the End Customer is therefore not connected, OMAX will issue an automatic refund to the End Customer through the Payment Processor (or credit the corresponding Wholesale Rate against the Partner's settlement, as applicable), without requiring the Partner to take action. Provider-side auto-refunds do not affect the Reserve.

In all other cases, refunds are processed by OMAX through the Payment Processor and are deducted from the Partner's next Settlement Statement. The Partner bears the financial impact of:

• any End Customer refund, regardless of fault, except where the refund is solely attributable to a network outage on OMAX's side and the eSIM has not been used at all;
• any chargeback initiated by an End Customer's issuing bank, including the chargeback amount, any chargeback fee charged by the Payment Processor or card networks, and any administrative cost incurred by OMAX in defending the chargeback;
• any fraud loss, including transactions later determined to be fraudulent, regardless of whether OMAX or the Payment Processor passed authorisation at the time of sale.

The Partner shall provide reasonable cooperation to OMAX in defending chargebacks (including providing supporting evidence of activation, usage, and customer communication within five (5) business days of OMAX's request).

8. Rolling Reserve

To cover potential chargebacks, refunds, and fraud, OMAX shall withhold a Reserve from each Settlement Statement equal to five percent (5%) of gross sales for that Settlement Period (or such other percentage as OMAX may set, acting reasonably, based on the Partner's risk profile, vertical, dispute history, and Payment Processor requirements). Reserve amounts are released to the Partner ninety (90) days after the close of the Settlement Period to which they relate, less any deductions for chargebacks or refunds attributable to that Settlement Period.

OMAX may increase the Reserve percentage or extend the holding period at any time on notice if (i) the Partner's chargeback ratio exceeds the thresholds set by the Payment Processor or card networks, (ii) the Partner experiences a material adverse change in financial condition, or (iii) the Payment Processor itself requires it.

9. Compliance, Sanctions, and Acceptable Use

The Partner shall not market or sell Plans to (i) any person or entity on the UK, EU, US (OFAC), or UN sanctions lists, (ii) any person or entity in a comprehensively sanctioned jurisdiction, or (iii) any person or entity for which OMAX or the Payment Processor has notified the Partner that supply is prohibited. The Partner shall implement reasonable IP-geolocation and country-of-residence checks at checkout and shall cooperate with OMAX's and the Payment Processor's ongoing fraud and sanctions screening.

The Whitelabel Store Catalogue is intended primarily for personal-device travel data. Where the Partner wishes to extend the Whitelabel Store to additional use cases (such as machine-to-machine, IoT, or fleet connectivity), the Partner must (i) confirm that the relevant Plan supports the intended use case under its underlying provider's rules, and (ii) where required, accept additional terms applicable to those use cases.

10. End Customer Support and Communications

The Partner is responsible for first-line End Customer support, including pre-sales advice, activation assistance, device-compatibility guidance, and refund handling. OMAX provides second-line support to the Partner for connectivity, network, and platform issues, through the support channel published in the Console. OMAX is not obliged to communicate directly with End Customers and, where it does so (for example, in the context of a chargeback or a fraud-prevention notice), it does so without prejudice to the Partner's primary support obligation.

11. Data Protection and Joint Processing

Personal data of End Customers is processed by both OMAX and the Partner. In summary:

• the Partner is the data controller for marketing, analytics, customer-relationship-management, and any data the Partner ingests into its own systems;
• OMAX is the data controller for the act of processing payments as Merchant of Record, for the issuance of receipts and tax documentation, for the operation of the underlying network, and for fraud prevention;
• OMAX acts as the Partner's data processor for any End Customer data that the Partner instructs OMAX to process on its behalf (for example, a Partner-configured CRM segment).

The Data Processing Addendum at omaxtelecom.com/legal/dpa governs all such processing and is incorporated by reference. Each party shall comply with the UK GDPR, the EU GDPR (where applicable), the Data Protection Act 2018, and any other applicable data-protection law, and shall not do or omit to do anything that would put the other party in breach of those laws.

12. Trademarks and Branding

Each party retains all right, title, and interest in and to its own trademarks, trade names, logos, and brand assets. Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to display the other's trademarks solely for the purposes of operating the Whitelabel Store and as expressly contemplated in this Agreement (for example, OMAX may display the Partner's logo on the Whitelabel Store; the Partner may use a "powered by OMAX" notice if expressly required by OMAX). Neither party may otherwise use the other's trademarks without prior written consent.

The Partner must not (i) imply that the Partner is itself a Tier-1 carrier, MNO, or licensed telecommunications operator unless that is independently true, (ii) make coverage, throughput, or uptime claims that exceed those published by OMAX, (iii) misrepresent OMAX, BICS, or any other Backbone Carrier in any marketing or End Customer communication, or (iv) identify the underlying mobile-network provider behind any Plan, even where the Partner has been able to deduce it; this last restriction is a condition of OMAX's upstream agreements.

13. Service Levels

OMAX provides the Whitelabel Store on a commercially reasonable best-efforts basis, targeting the availability levels published at status.omaxtelecom.com. Save where a separate written Service Level Agreement is signed, no specific uptime, latency, or activation-success-rate is guaranteed. Scheduled maintenance is notified through the Console.

14. Suspension

OMAX may immediately suspend the Whitelabel Store, settlements, or both, where:

• the Partner is in material breach of this Agreement or the Master Terms;
• the Payment Processor requires suspension or terminates underwriting of the Partner's traffic;
• the Partner's chargeback ratio, fraud ratio, or refund ratio exceeds thresholds set by OMAX, the Payment Processor, or applicable card networks;
• OMAX reasonably believes that continued operation creates a material legal, regulatory, security, or financial risk;
• OMAX is required to suspend by law, regulator, or court order.

Suspension does not relieve the Partner of payment obligations accrued prior to suspension, nor does it cause forfeiture of the Reserve, which continues to be held and released in accordance with Section 8.

15. Term and Termination

This Agreement commences on acceptance and continues until terminated. Either party may terminate for convenience on sixty (60) days' written notice. OMAX may terminate with immediate effect on written notice if (i) the Partner is in material breach and fails to cure within fourteen (14) days of notice, (ii) the Partner becomes insolvent or enters any analogous procedure, or (iii) the Partner's OMAX Organization is itself terminated under the Master Terms.

On termination: (a) the Whitelabel Store is decommissioned and the Branded Domain ceases to resolve to OMAX infrastructure; (b) OMAX will continue to operate Activations already provisioned for End Customers until the end of their stated validity period; (c) any final Settlement Statement is issued within thirty (30) days; (d) the Reserve is released ninety (90) days after the final Settlement Statement, less deductions; and (e) Sections 6, 7, 8, 11, 12, 17, 18, 19, and 21 survive termination.

16. Setup Fee, Deposit, and Deposit Match

The setup fee, deposit, and any deposit-match terms applicable to the Partner are set out in the Order Form or in the Console at the time of acceptance. Unless otherwise stated: (i) the setup fee is non-refundable; (ii) the deposit is held as security for the Partner's wholesale obligations and may be applied against unpaid amounts on termination; (iii) any deposit-match credit issued by OMAX is non-refundable, non-transferable, and may only be used towards Wholesale Rate consumption.

17. Limitation of Liability

Nothing in this Agreement excludes or limits a party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability that cannot be excluded or limited under English law; or (iv) the Partner's indemnity obligations or payment obligations under this Agreement.

Subject to the preceding paragraph, neither party shall be liable to the other for any (i) loss of profits, sales, business, or revenue; (ii) loss of anticipated savings; (iii) loss of business opportunity, goodwill, or reputation; (iv) loss or corruption of data; or (v) indirect, special, or consequential loss, in each case howsoever arising.

Subject to the foregoing, OMAX's total aggregate liability under or in connection with this Agreement, in any twelve (12) month period, shall not exceed the greater of (a) the gross Margin paid to the Partner in the three (3) months preceding the event giving rise to the claim, or (b) ten thousand euro (€10,000).

18. Indemnification

The Partner shall defend, indemnify, and hold harmless OMAX, its affiliates, the Payment Processor, and their respective officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, fine, cost, or expense (including reasonable legal fees) arising out of or related to: (i) the Partner's breach of this Agreement or the Master Terms; (ii) the Retail Price, refund policy, marketing claims, or End Customer terms displayed on the Whitelabel Store; (iii) any chargeback, refund, or fraud loss attributable to End Customer transactions on the Whitelabel Store; (iv) any tax assessed against OMAX or the Payment Processor as a result of the Partner's activity; or (v) any claim by an End Customer arising from the Partner's acts or omissions (including failure to provide first-line support).

19. Confidentiality

Each party may receive non-public information of the other in connection with this Agreement ("Confidential Information"), including pricing, technical specifications, traffic data, settlement data, business plans, and details of upstream Backbone Carriers. Information about the identity of the underlying mobile-network provider behind any Plan, where deducible, is OMAX Confidential Information. Each party shall protect the other's Confidential Information with no less care than reasonable care, use it only for the purposes of this Agreement, and not disclose it to any third party except to its employees, advisers, and sub-contractors who need to know it and who are bound by equivalent obligations. The obligation in this clause survives termination for three (3) years.

20. Modifications

OMAX may amend this Agreement from time to time. Material changes will be notified to the Partner via the Console or by email at least thirty (30) days before they take effect. Non-material changes may take effect immediately. Continued use of the Whitelabel Store after the effective date of any change constitutes acceptance. If the Partner does not accept a material change, the Partner's sole remedy is to terminate this Agreement before the change takes effect.

21. Governing Law and Jurisdiction

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

22. Acceptance

By clicking "I accept" in the OmaxTelecom Console at console.omaxtelecom.com, the Partner confirms that: (i) the individual accepting this Agreement is duly authorised to bind the Partner; (ii) the Partner has read and understood this Agreement, the Master Terms, the Privacy Policy, and the Data Processing Addendum; (iii) the Partner accepts that, under this Shared Payment Processing variant, OMAX will act as Merchant of Record for End Customer transactions; and (iv) the Partner agrees to be bound by all of the foregoing.

Last Updated: 29 April 2026