Software-As-A-Service ("SaaS") / ("SaaS+") Terms

This Specific Terms and Conditions ("STC"), the General Terms and Condition ("Terms") and the Order Form (collectively the "Purchase") are deemed as part of the terms and conditions to govern the contractual relationship between You and BOS TECHNOLOGY. It shall be effective between You and BOS TECHNOLOGY from Effective Date upon Your signing and execution of the Order Form to purchase the SOFTWARE-AS-A-SERVICE ("SaaS") / ("SaaS+"). This STC does not require any signing.

In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual Fee" refers to the applicable annual fee as agreed and set forth in Order Form;

"BOSPay" or "BOS Payment" refers to the payment processing functionality provided by the BOSPay platform, enabling end-users to initiate and complete digital payment transactions through supported payment methods.

"BOS Payment System" means the technical system and infrastructure operated by BOS TECHNOLOGY to facilitate payment initiation, processing, settlement, and related services.

"BOS SaaS User" means your end users who use the BOSPay payment functionality through your application or platform.

"product" refers to the product and/or software (and its specification) in relation to the SaaS or SaaS+ service and/or product in accordance to the Order Form, if any;

"service" refers to the associated service in relation to the SaaS or SaaS+ product in accordance to the Order Form, if any;

"Technical Service Fee" means the fees payable to BOS TECHNOLOGY as agreed and set forth in the Order Form.

"VPN" means Virtual Private Network.

This STC may be amended and/or updated from time to time and will be posted on BOS TECHNOLOGY's relevant website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.

Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form.

Upon receipt of payment, BOS TECHNOLOGY shall create a merchant account for you within five (5) working days. The service commencement date shall be the merchant account creation date, unless otherwise stated.

Unless stated otherwise, the Purchase includes access for three (3) VPN accounts for the merchant backend system. Additional VPN access may be subject to additional charges.

The service start date shall be the date specified in the Project Commencement email issued by BOS TECHNOLOGY.

Any additional third-party costs, including but not limited to KYC, SMS gateway, or email communication charges, shall be borne by you.

BOS TECHNOLOGY shall deduct the applicable Technical Service Fees from your administrative balance in accordance with the Order Form within twenty-one (21) days from the date of the relevant transactions. Such fees are non-refundable once deducted.

Where applicable, you agree to bear any upstream processing, network, or liquidity-related fees imposed by third-party providers or payment rails used in connection with BOSPay transactions. BOS TECHNOLOGY reserves the right to revise such fees to reflect changes imposed by upstream providers.

The product may offer you the opportunity to purchase additional functions and/or features from within the application ("System Backend Purchase"). BOS TECHNOLOGY shall deduct the price of the System Backend Purchase from your admin balance account within twenty one (21) days of activation. The said charges will be reflected as a transaction and also in the monthly invoice.

BOS TECHNOLOGY'S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against BOS TECHNOLOGY.

During the initial provision period:

13.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;

13.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to BOS TECHNOLOGY in writing the details within the first thirty (30) days from the date of merchant account creation ("Provision Period"); and

13.3 BOS TECHNOLOGY will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for BOS TECHNOLOGY to do so;

13.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by BOS TECHNOLOGY; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.

Upon completion of such Provision Period as stipulated above, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the service ("Deemed Acceptance").

All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. BOS TECHNOLOGY is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.

Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from BOS TECHNOLOGY. BOS TECHNOLOGY does not bear any liability with regard to any performance by any third-party that is not appointed by BOS TECHNOLOGY.

Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.

BOS TECHNOLOGY is entitled to charge for any additional specification, configuration or changes to the service and/product. BOS TECHNOLOGY reserves its right to refuse or reject any such additional matter.

You acknowledge that BOSPay transaction processing is subject to execution risks, market volatility, technical, network, and operational factors, and that not all payment requests may be successfully completed.

Without prejudice to the generality of the foregoing, the BOS Payment System may fail to execute, or may execute only partially, payment requests in the following circumstances:

(a) Insufficient Balance – The BOS SaaS User does not have sufficient available balance to complete the transaction;

(b) Network or Provider Limitations – Temporary unavailability or limitations imposed by blockchain networks, payment rails, or third-party providers;

(c) Excessive Processing Variance – Where network fees, latency, or price movement exceed permissible platform thresholds;

(d) Below Minimum Amount – Where the requested payment amount is below the minimum transaction value supported by BOSPay;

(e) Exceeds Maximum Amount – Where the requested payment amount exceeds the maximum transaction value supported for the applicable payment method;

(f) Transaction Limits – Where processing the payment would breach daily, per-transaction, or account-level limits;

(g) Incompatible Configuration – Where the BOS SaaS User's account settings or permissions prevent execution.

Even where transactions are successfully processed, differences may occur due to timing, network confirmation, or partial settlement.

BOSPay does not guarantee successful processing of all transactions. BOS SaaS Users may experience delays, failures, or losses arising from technical, network, or third-party factors.

To the maximum extent permitted by law, BOS TECHNOLOGY shall not be liable for indirect, incidental, or consequential losses arising from use of the BOSPay system, except in cases of fraud, wilful misconduct, or gross negligence.

BOS SaaS Users are solely responsible for monitoring transaction activity, balances, and compliance with applicable laws.

The following Terms and Conditions under the heading of "Assets" shall only be applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.

BOS TECHNOLOGY is responsible to safeguard your Assets which are custodised with BOS TECHNOLOGY with reasonable industry standards. For the avoidance of doubt, the title of any such Assets provided being held and custodised with BOS TECHNOLOGY shall remain vested with you and/or its respective rightsholder and do not become the property of BOS TECHNOLOGY.

You hereby acknowledge that your Assets are secured in a shared blockchain address and that its interest in such Assets may not be identifiable by specific individualized specific coins, tokens or cryptocurrency unit or specific transaction history, blockchain address or private key or any form of physical documentation or electronic records. BOS TECHNOLOGY is to maintain records of your interest in such Assets regardless of the manner of which the Assets being secured.

In the event of termination or expiry of your Purchase (whichever is applicable), you shall provide BOS TECHNOLOGY clear and accurate instructions in writing to enable BOS TECHNOLOGY to return all your Assets provided to and custodised with BOS TECHNOLOGY back to you within fourteen (14) business days after the termination or expiry date provided that there is no outstanding payment owed by you to BOS TECHNOLOGY and excluding identified Assets which are suspended/freezed in accordance within the applicable laws and regulations.

BOS TECHNOLOGY does not bear any responsibility in the event that such instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify BOS TECHNOLOGY and to defend and hold BOS TECHNOLOGY harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from BOS TECHNOLOGY's gross negligence, wilful misconduct or fraud.

BOS TECHNOLOGY shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, BOS TECHNOLOGY may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.

BOS TECHNOLOGY shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that BOS TECHNOLOGY will only liable for any direct losses and damages attributable by BOS TECHNOLOGY's gross negligence, wilful misconduct or fraud.

You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with BOS TECHNOLOGY product. In the event, you engaged BOS TECHNOLOGY to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify BOS TECHNOLOGY from all liabilities associated to any costs and actions brought against BOS TECHNOLOGY.

The following is a non-exhaustive list of 3rd party providers specific requirements:

34.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple's developer general and country-specific policies. Failure to conform to Apple's developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of your apple developer account.

34.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google's developer program policies. Failure to conform to Google's developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension / termination of your Google developer account.

34.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei's developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.

34.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi's policies may result in barring of your Android App listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.

34.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung's policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to suspension / termination of your Samsung Account.

BOS Technology shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which BOS Technology has no control over. BOS Technology's obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.

By signing and executing an Order Form, you represent and warrant that:

36.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and

36.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause BOS TECHNOLOGY violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

The following Terms and Conditions under the heading of "Lien and Set-Off" shall only applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.

Lien

38.1 BOS TECHNOLOGY has the right of general lien over your Assets that is held by BOS TECHNOLOGY (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to BOS TECHNOLOGY in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and

38.2 BOS TECHNOLOGY may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.

Set-Off

39.1 BOS TECHNOLOGY has the right, without prior notice to you, to set off any payment obligation owed by you to BOS TECHNOLOGY in relation to liabilities arising under your Purchase against any payment obligation owed by you to BOS TECHNOLOGY, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the BOS TECHNOLOGY may make any currency conversion necessary at the BOS TECHNOLOGY's prevailing rate).

BOS TECHNOLOGY's rights under this section are in addition to any general lien, set-off or other rights to which BOS TECHNOLOGY may be entitled under any applicable law or legal requirement or otherwise.

In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:

41.1 announce and/or to inform your end-user of such termination of service and/or product;

41.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);

41.3 in the event you require additional management service from BOS TECHNOLOGY, you shall confirm such additional service with BOS TECHNOLOGY subject to additional payment paid by you to BOS TECHNOLOGY; and/or

41.4 any other actions that you shall carry out and/or comply to make sure interest of your enduser is protected.

BOS TECHNOLOGY shall not be liable for any failure, delay or non compliance incurred by you to your endusers during such termination.

You acknowledge and warrant that you have the right or have obtained your user's authorization to transfer the user assets stored on BOS TECHNOLOGY's servers to your server provider or designated wallet address. Accordingly, you agree that BOS TECHNOLOGY shall not be liable for any or all subsequent liabilities related to end users' assets. Further, BOS TECHNOLOGY shall not be liable in the event there are any in incorrect transfers of the end users' assets initiated by you.

BOS TECHNOLOGY shall complete the transfer of any balance assets (yours or users) within 14 working days from the effective date of termination of the Purchase to your system back end ("Administrator Account").

Once the user assets have been successfully transferred to the Administrator Account, BOS TECHNOLOGY shall inform you accordingly. You shall withdraw such user assets from the Administrator Account within three (3) working days. Accordingly, once the prescribed period of time has been surpassed, BOS TECHNOLOGY shall be deemed to have completed the delivery of all user assets. BOS TECHNOLOGY shall not be liable for any or all subsequent liabilities related to the users' assets. Further, BOS TECHNOLOGY shall not be liable in the event there are any in incorrect transfers of the users' assets initiated by you. You shall be solely and exclusively responsible for any or all subsequent liabilities related to its end users' assets.

In the event you fail to withdraw such user assets within 3 working days, You agree and acknowledge that BOS TECHNOLOGY shall charge you 0.02% of the assets each day ("Management Period") as a management fee thereafter until the transfer of user assets is completed.