General Terms and Conditions

1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires:

"Agreement" means the agreement that is concluded between Relograde and the Customer the moment the Customer creates an account on the Platform;

"Relograde" means the digital wholesale Platform operated by Mechhive;

"Mechhive" means Mechhive B.V. (CRN: 88693368), a company incorporated in the Netherlands with registered seat at Eindhoven, the Netherlands, or its successors;

"Platform" means the Relograde website, console, and API accessible at relograde.com and console.relograde.com;

"Customer" means any business entity that creates an account on the Platform who have fully completed the KYB procedure;

"Products" means digital Vouchers, gift cards, codes, or other digital products available through the Platform;

"Wallet" means the Customer's balance account(s) maintained on the Platform in supported currencies;

"API" means the Application Programming Interface provided by Relograde;

"Voucher" means any code, link, or reward link representing digital value delivered through the Platform.

2. ACCOUNT REGISTRATION AND VERIFICATION

2.1. The Customer must complete the registration process through relograde.com to create a business account. Registration requires submission of accurate and current information including the legal company name, registered business address, primary contact details, and other information as specified during the registration process. For EU-based companies, a valid VAT number is mandatory.

2.2. Upon submission of the registration form, the Customer's email address will be verified through a confirmation link. The account will remain pending until the completion of the verification process.

2.3. Relograde reserves the right to reject account applications, request additional information or documentation, perform background checks, and terminate accounts containing information it deems false or misleading.

2.4. Before gaining access to order functionality, the Customer must complete the verification process by submitting the following documentation:

(a) A recent extract from the Trade Register (not older than 3 months), articles of incorporation or equivalent document;

(b) A complete Ultimate Beneficial Owner (UBO) declaration identifying all individuals with ownership exceeding 25% preferably by including an organizational structure diagram and declaration of control structure;

(d) For EU-based Customers, a valid VAT identification number and registration certificate, which will be verified through the VIES system.

2.5. All submitted documents must be clearly legible scans or photographs in PDF, JPG, or PNG format, not exceeding 10MB per file. Relograde may request documents not in English or Dutch to be submitted translated in English and officially certified.

2.6. Relograde will review submitted documents within five (5) business days and may request additional documentation. The Customer will be notified via email upon verification approval.

2.7. The Customer shall be responsible for maintaining the security of their account, including:

(a) Maintaining strong, unique passwords and changing them every 90 days;

(b) Enabling multi-factor authentication when available;

(d) Properly managing and securing API keys;

(e) Monitoring account activity for unauthorized use;

(f) Immediately reporting to Mechhive any security incidents or suspected unauthorized access.

2.8. The Customer may add additional users to their account, with each user requiring unique login credentials. The Customer shall be fully responsible for all actions taken by additional users under their account.

2.9. The Customer bears all responsibility for account security and shall be liable for all actions taken under their account, including any unauthorized usage resulting from the Customer's failure to maintain adequate security measures. Mechhive is not obliged to retain or store any data, such as IP addresses, concerning attempts to access the Customer's account and will reject any request for information in that regard.

3. PLATFORM FUNCTIONALITY

3.1. The Platform provides two distinct environments: Production and Sandbox. The Production environment processes live transactions with actual funds, while the Sandbox environment enables testing and integration verification without processing actual transactions.

3.2. Following successful verification, the Customer receives access to both environments through console.relograde.com, with separate API authentication requirements for each environment. The Sandbox environment includes an automatic test balance (so not real money) of 5,000 EUR for testing purposes.

3.3. Each verified account includes a EUR Wallet for both Production and Sandbox environments. The Platform maintains separate balance tracking for each environment and may support additional currencies in the future, subject to availability and applicable regulations.

3.4. Wallet operations include:

(a) Real-time balance updates and detailed transaction history;

(b) Manual top-up functionality through supported payment methods;

(d) Downloadable transaction reports and reconciliation support.

3.5. Top-up processes require proper payment references and may be subject to minimum amounts and transaction fees depending on the selected payment method. Processing times vary by payment method. Any third-party fees and expenses, such as bank transfer fees, will be for the Customer's account and be settled by Mechhive by deducting them from the balance in the Customer's account.

3.6. The Platform provides API access for integration purposes, subject to the following conditions:

(a) Separate API keys are required for Production and Sandbox environments;

(b) API functionality includes order management, Product information retrieval, inventory checking, and account operations;

(d) Rate limits and bandwidth restrictions apply to API usage;

(e) Customers are responsible for secure key storage and proper integration testing in the Sandbox environment before Production use.

3.7. The Platform aims to maintain 99.9% availability, subject to scheduled maintenance windows and emergency maintenance when required.

3.8. Platform usage may be subject to geographic restrictions, Product availability limitations by region, and regulatory compliance requirements. Relograde reserves the right to modify Platform features with advance notice for major changes, or without notice in cases of emergency maintenance or security requirements.

4. ORDERING AND DELIVERY

4.1. All orders placed through the Platform shall follow a mandatory two-step process:

(a) Order creation: upon initial order placement, the price shall be locked for thirty (30) minutes. During this period, the Customer must proceed to order confirmation, or the order will automatically expire;

(b) Order confirmation: upon confirmation, payment shall be processed according to the selected payment method, and chosen payment currency, the order shall become binding.

4.2. The Customer may select from the following payment methods:

(a) Direct payment from Platform Wallet balance, which shall be processed immediately upon order confirmation;

(b) Invoice payment, available only through the Console interface.

4.3. The Customer acknowledges that once an order is confirmed and payment is processed, it cannot be canceled or reversed.

4.4. Products shall be delivered through one or more of the following methods, as specified for each Product:

(a) Direct codes: raw codes for redemption at third-party services;

(b) Third-party links: direct URLs to claim products or services at third-party platforms;

(c) Reward links: unique URLs in the format reward.relograde.com/{token} where recipients may view Product descriptions, redemption instructions, and claim their codes or links.

4.5. Upon successful payment processing, the system shall automatically assign Vouchers to the order and notify all authorized users on the Customer's account.

4.6. The Customer shall bear full responsibility for:

(a) Verifying prices, quantities, and Product details before confirming orders;

(b) Ensuring proper handling and distribution of delivered Vouchers;

(d) Following proper redemption procedures as specified in Product documentation.

4.7. Property, title and risk in the Products shall pass to the Customer upon receipt by Mechhive of payment and supply of the Products to the Customer in case of supply on prepayment basis. In the event that the Products will be supplied prior to payment, property and title shall pass to the Customer upon receipt by Mechhive of payment, but risk shall pass to the Customer at the moment the Products are supplied by Relograde to the Customer.

4.8. Mechhive shall not be liable for any loss, theft, or unauthorized use of Vouchers after delivery to the Customer, nor for any failure of the Customer to follow proper redemption procedures.

5. PRODUCTS AND PRICING

5.1. Products available through the Platform may include, but are not limited to:

(a) Digital gift cards and Vouchers;

(b) Service credits and top-up Vouchers;

(d) Digital currency Vouchers, where permitted by applicable law;

(e) Other digital Products as may be added to the Platform from time to time.

5.2. Product pricing shall be determined as follows:

(a) Base prices are calculated through an algorithmic system considering multiple factors including, but not limited to, market conditions, exchange rates, and supply costs;

(b) Prices are subject to change without notice and shall be locked only during the thirty (30) minute order creation window;

(d) Custom pricing arrangements may be established for specific Customers subject to separate written agreement.

5.3. The Customer acknowledges and accepts that:

(a) Product availability is not guaranteed and may vary by region, currency, or other factors;

(b) Regular inventory checks must be performed through the API or Console before advertising or selling Products to end users;

(d) Relograde may modify Product offerings or disable specific Products for any Customer at its sole discretion.

5.4. Product specifics shall be governed by the following conditions:

(a) Each Product listing shall specify supported denominations, currencies, and regional availability;

(b) Product descriptions and redemption instructions shall be provided through the Platform;

(c) The Customer shall not modify, obscure, or alter any Product information or redemption instructions provided by Relograde;

(d) Additional terms may apply to specific Products as indicated in their respective documentation.

5.5. Relograde reserves the right to:

(a) Add or remove Products from the Platform;

(b) Modify Product specifications, denominations, or supported currencies;

(d) Implement regional restrictions or limitations;

(e) Establish minimum or maximum order quantities.

5.6. The Customer shall:

(a) Maintain accurate records of all Product sales and distributions;

(b) Provide clear redemption instructions to end users;

(d) Comply with all Product-specific terms and restrictions;

(e) Maintain appropriate security measures for Product storage and distribution.

6. CUSTOMER OBLIGATIONS

6.1. The Customer shall ensure proper implementation and maintenance of the Platform integration, including:

(a) Regular testing and monitoring of all Platform functionality;

(b) Implementation of appropriate security measures;

(d) Compliance with all technical specifications and requirements.

6.2. In relation to data protection and security, the Customer shall:

(a) Process end-user personal data in accordance with applicable data protection laws;

(b) Implement appropriate technical and organizational security measures;

(d) Promptly report to Mechhive and the relevant authority/authorities any security incidents or data breaches;

(e) Obtain necessary consents for data processing activities.

6.3. The Customer shall, at all times for the duration of the Agreement and for at least one year after termination thereof, maintain accurate and complete records of:

(a) All transactions processed through the Platform;

(b) End-user interactions and support requests;

(d) Security and compliance measures;

and upon Mechhive's first request provide evidence of its compliance with this clause 6.3.

6.4. With respect to anti-money laundering (AML) and Know Your Customer (KYC) requirements, the Customer shall:

(a) Perform and maintain responsibility for all AML checks on resale or redistribution of any Products;

(b) Conduct mandatory KYC checks for all transactions exceeding EUR 150 (or equivalent in other currencies), or such amount as will be required by applicable laws or regulations;

(c) Maintain appropriate records of all KYC and AML checks performed and upon Mechhive's first request provide copies thereof;

(d) Bear full responsibility for compliance with all applicable AML and KYC regulations in their jurisdiction.

7. INTELLECTUAL PROPERTY

7.1. All intellectual property rights in the Platform, including but not limited to software, designs, logos, documentation, and Product information, shall remain the exclusive property of Mechhive or its licensors.

7.2. The Customer is granted a limited, non-exclusive, non-transferable license to:

(a) Access and use the Platform for its intended purpose;

(b) Display Relograde trademarks and Product information in connection with legitimate sales activities;

all in compliance with any specific instructions, if applicable, issued to it by Mechhive to ensure the proper protection of Mechhive’s proprietary interest in the said intellectual property rights under any applicable law.

7.3. The Customer shall not:

(a) Modify, reverse engineer, or decompile any part of the Platform;

(b) Remove or alter any proprietary notices or marks;

(d) Create derivative works based on the Platform.

8. CONFIDENTIALITY

8.1. Both parties agree to keep the existence, content and nature of their contractual relationship based on the Agreement confidential and not to use the name of the other party in any publicity, advertising or other disclosure without prior written consent of the other party. Each party shall also maintain strict confidentiality of all non-public information disclosed by the other party, including but not limited to:

(a) Technical specifications and documentation;

(b) Pricing and business terms;

(d) Security measures and implementations;

(e) Business strategies and plans;

and each party shall take all proper and effective precautions to prevent the disclosure of confidential information to any third party and to preserve the secrecy and confidentiality of the confidential information and in particular but without in any way limiting the generality of the foregoing, take all necessary action to prevent unauthorized persons from obtaining access to the confidential information whether by direct or indirect exposure.

8.2. Confidential information shall not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;

(b) Was lawfully known to the receiving party through sources other than the disclosing party;

(d) Is required to be disclosed by law or pursuant to court order or order of a competent government agency or other appropriate regulatory body.

8.3. Each party shall:

(a) Use confidential information solely for the purposes of the Agreement;

(b) Protect confidential information with reasonable security measures;

(d) Return or destroy confidential information upon request.

8.4. Obligations with respect to confidential information shall survive this Agreement and shall bind the parties until all the confidential information has become generally and publicly available through no fault of the receiving party.

9. LIABILITY AND INDEMNIFICATION

9.1. Mechhive's total liability under these Terms and Conditions shall be limited to:

(a) The amount paid by the Customer for the specific transaction giving rise to the claim;

(b) In no event shall Relograde be liable for indirect, incidental, or consequential damages.

9.2. The Customer shall indemnify and hold harmless Relograde from any claims arising from:

(a) Customer's breach of these Terms and Conditions;

(b) Unauthorized use of the Platform;

(d) End-user claims or disputes.

(e) any taxes and all other material assessments and other levies, charges and fees imposed upon Customer.

9.3. Neither party shall be liable for any failure or delay resulting from circumstances beyond its reasonable control, including but not limited to:

(a) Government actions or regulations;

(b) Network or telecommunications failures;

9.4. Regarding Product redemption:

(a) Relograde does not maintain and cannot verify redemption information for Products provided through the Platform;

(b) By purchasing a Product, the Customer acknowledges and accepts that the Product is valid for use at time of delivery;

(c) Any disputes regarding Product redemption must be resolved directly between the Customer and the relevant third-party service provider;

(d) Relograde shall not be liable for any claims related to Product redemption status or disputes with third-party service providers;

(e) The Customer acknowledges that Relograde has no obligation to investigate or mediate redemption-related disputes.

10. COMPLIANCE AND ANTI-MONEY LAUNDERING

10.1. The Customer shall comply with all applicable laws and regulations, including, but not limited to, laws and regulations concerning:

(a) Anti-money laundering;

(b) Data protection;

(d) Export control and sanctions.

10.2. Relograde reserves the right to:

(a) Freeze accounts it suspects of irregular activity;

(b) Request additional verification or documentation;

(d) Terminate accounts for compliance violations.

10.3. The Customer shall at all times maintain and execute appropriate procedures to:

(a) Verify end-user identities at minimum to the levels required by the applicable laws and/or regulations;

(b) Monitor transactions for suspicious activity;

(d) Cooperate with regulatory investigations;

(e) Upon Mechhive's first request provide evidence of its compliance with this clause 10.

10.4. The Customer shall refuse to do business and, if applicable, terminate any business, with any person it may or should reasonably suspect of being engaged in unlawful activities such as, but not limited to, money laundering or financing of terrorism.

11. FORCE MAJEURE

11.1 Mechhive shall not be liable to Customer for loss or damage resulting from delay or failure to perform the Agreement, or any terms hereunder, either in whole or in part, when the same is due to cause beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labor trouble resulting in cessation, slowdown or interruption of work. In the event of the same, Mechhive's obligations shall be extended for the periods of such circumstances only so far as they affect the execution of the Agreement.

12. TERM AND TERMINATION

12.1. These Terms and Conditions shall remain in effect until terminated by either party in accordance with this section.

12.2. Either party may terminate these Terms and Conditions:

(a) By providing thirty (30) days written notice to the other party;

(b) with immediate effect upon material breach by the other party;

(c) with immediate effect upon (i) the other party's insolvency or bankruptcy, (ii) resolution to cease to carry on business, or (iii) a change of control of the other party (meaning a shift in shareholding or in the right to appoint and/or dismiss management of the other party).

12.3. Upon termination (irrespective of reason or cause):

(a) All outstanding orders shall be completed within 14 days after the end of the Agreement and only after any outstanding disputes between Mechhive and Customer have been resolved;

(b) Wallet balances shall be settled within 14 days after the end of the Agreement and only after any outstanding disputes between Mechhive and Customer have been resolved;

(d) Confidential Information held by Customer shall be returned or destroyed (which, in respect of electronically stored information also means: permanently deleted);

(e) Such clauses of these Terms and Conditions which expressly or impliedly are intended to survive termination shall remain in effect.

13. GENERAL PROVISIONS

13.1. These Terms and Conditions constitute the entire Agreement between the parties and supersede all prior agreements and understandings.

13.2. Neither this Agreement nor any rights granted may be assigned voluntarily or by operation of law by either Mechhive or Customer without the other party’s written consent and any such attempted assignment shall be null and void. Notwithstanding the foregoing, however, Mechhive may, without the prior written consent of Customer being required, assign the Agreement and all its rights hereunder to any affiliated company.

13.3. These Terms and Conditions may be amended from time to time. The Customer is obliged to familiarize himself with these Term and Conditions and any update or material amendments thereof. The Customer will be informed electronically (such as by email or pop-up) of any update or material amendment, including the date as of which the updated or amended Terms and Conditions will come into force and the previous version will cease to apply.

13.4. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.5. The failure to enforce any right or provision shall not constitute a waiver of such right or provision.

13.6. These Terms and Conditions shall be governed by and construed in accordance with the laws of The Netherlands. Any disputes shall be subject to the exclusive jurisdiction of the District Court (rechtbank) of Oost-Brabant, The Netherlands.

14. ACCEPTANCE

14.1. By accessing or using the Platform, the Customer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

14.2. The Customer represents and warrants that:

(a) They have the authority to enter into these Terms and Conditions;

(b) Their use of the Platform will comply with all applicable laws and regulations;