MASTER TERMS AND CONDITIONS OF SERVICE

REGULATORY STATUS — LIMITED NETWORK EXCLUSION

LookPay Limited issues the LookPay Specific Payment Instrument under the Limited Network Exclusion provided by Article 3(k)(i) of Directive (EU) 2015/2366 (PSD2) and Article 1(4) of Directive 2009/110/EC (EMD2)

LookPay applies both technical and contractual restrictions to ensure the Instrument is used exclusively within the Limited Network. If the total value of payment transactions within the Limited Network exceeds €1,000,000 in any 12-month period, LookPay will submit a notification to the Central Bank of Ireland under Article 37(2) of PSD2 and, if required, will seek authorisation as a payment institution or electronic money institution or partner with an authorised EMI.

IMPORTANT NOTICE — PLEASE READ CAREFULLY

THIS DOCUMENT, TOGETHER WITH THE PRIVACY POLICY, ACCEPTABLE USE POLICY, AND ANY EXPLICITLY INCORPORATED SCHEDULES (COLLECTIVELY, THE "AGREEMENT"), CREATES A BINDING LEGAL CONTRACT BETWEEN YOU ("USER", "YOU") AND LOOKPAY LIMITED ("LOOKPAY", "WE", "US", "OUR").
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE LOOKPAY MOBILE APPLICATION (THE "APP"), REGISTERING AN ACCOUNT, LOADING VALUE ONTO THE LOOKPAY INSTRUMENT, UPLOADING A FACIAL AUTHENTICATION PROFILE, OR ENTERING A PREMISES WHERE LOOKPAY SERVICES ARE ACTIVE, YOU IRREVOCABLY AGREE TO BE BOUND BY EVERY PROVISION OF THIS AGREEMENT.
IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES AND DELETE THE APP.

SCHEDULE 1 — HOW THE LOOKPAY INSTRUMENT WORKS: A PLAIN-LANGUAGE SUMMARY

1. LOAD VALUE. You load value onto your LookPay Instrument using a debit or credit card, or an open banking payment, processed by a regulated funding provider. The maximum amount you can hold at any time is €500. The value is stored as a limited-purpose instrument — it is not e-money, it is not redeemable for cash, and it is not transferable to anyone else.

1. ENTER A LOOKPAY MERCHANT. When you physically enter a participating Merchant’s premises, the App automatically detects your presence through the Proximity Check-In (Article 9.2). Your Facial Authentication Profile (your photograph and initials, e.g. “J.D.”) appears on the Merchant Terminal screen.

1. THE MERCHANT IDENTIFIES YOU. The Merchant’s employee visually matches you to your profile on the terminal, selects your account, and enters the amount of your purchase. LookPay sets a maximum value for a single transaction at each Merchant, depending on the type of business it is; the applicable maximum for a Merchant can be viewed in the App.

1. YOU HEAR THE AMOUNT CALLED OUT. The Merchant Terminal audibly announces or visually displays your initials and the amount you are about to be charged. If the amount is wrong, say “stop” — do not remain silent. If you do not object, your consent is confirmed (Article 11.2(d)).

1. YOU HAVE UP TO 12 HOURS TO DISPUTE. A Critical Transaction Alert is sent to your device. You have between five (5) and twelve (12) hours — the Grace Period — to dispute the transaction through the App. If you do not dispute within this window, the transaction is final and generally cannot be reversed (Article 12).

1. THE INTEGRITY ENGINE PROTECTS YOU. Every transaction is screened by the LookPay Integrity Engine. If a transaction looks unusual, you will be prompted to provide fresh biometric confirmation before it can proceed (Article 11.6).

Important: The LookPay Instrument operates under the Limited Network Exclusion (Article 3(k)(i) PSD2). You do not benefit from the protections for payment service users under PSD2, including the right to redeem the stored value for cash.

PART A: INTRODUCTION, DEFINITIONS, AND INTERPRETATION

ARTICLE 1 — THE MASTER AGREEMENT

1.1. Entirety and Integration. This Agreement, including its Preamble, all Articles, Schedule 1 (Plain-Language Summary), the Privacy Policy (as updated and published at lookpay.app/privacy), and the Acceptable Use Policy, constitutes the complete and exclusive understanding between LookPay and the User with respect to the subject matter hereof. It supersedes and extinguishes all prior marketing materials, beta‑testing understandings, oral representations, and preliminary communications. No addition to or modification of this Agreement shall be effective unless explicitly published by LookPay in accordance with Article 32.

1.2. Non‑Waiver of Rights. No failure or delay by LookPay to exercise any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise. All rights and remedies of LookPay are cumulative and not exclusive of any rights or remedies provided by law.

1.3. Severability and Reformation. If any term, clause, or provision of this Agreement is held by a court or regulatory authority of competent jurisdiction to be invalid, void, or unenforceable, that provision shall be enforced to the maximum extent permissible and, if entirely unenforceable, shall be severed from the Agreement. The remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the severed provision with a valid one that most closely reflects the original commercial intent.

ARTICLE 2 — DEFINITIONS AND RULES OF CONSTRUCTION

2.1. Capitalised Definitions. In this Agreement, the following words and phrases shall have the meanings set out below unless the context requires otherwise:

• “App” means the LookPay mobile application software (including any updates, patches, or replacements) provided by LookPay for use on compatible mobile devices.
• “Authorisation Protocol” means the layered, conditional authorisation process described in Article 11.2, comprising the User’s advance consent to the deduction of LookPay Instrument Value upon the concurrent satisfaction of all Authorisation Conditions enumerated in Article 11.3.2. It is not a payment service, a standing payment mandate, or a LookPay Transaction under PSD2.
• “Authorisation Conditions” means the conditions set out in Article 11.3.2 that must be satisfied before LookPay may deduct LookPay Instrument Value from the User’s Instrument Balance in favour of a Merchant. No single condition is sufficient in isolation.
• “Critical Transaction Alert” means the push notification, in-app message, or equivalent electronic communication dispatched by the LookPay backend infrastructure to the User’s device when a LookPay Transaction has been initiated on the User’s profile.
• “Direct Commercial Agreement” means the written agreement concluded between LookPay (as Professional Issuer) and each Merchant for the acceptance of the LookPay Instrument within the Limited Network, as required by Guideline 2.1(a) of EBA/GL/2022/02, which specifies (among other matters) the Maximum Transaction Value applicable to that Merchant.
• “Facial Authentication Profile” means the digital photograph and associated initials (comprising the User’s first initial and surname initial, formatted as e.g. “J.D.”) uploaded by the User for the sole purpose of enabling Merchant-side visual verification through the Merchant Terminal.
• “Force Majeure Event” means any act, event, omission, or circumstance beyond LookPay’s reasonable control, including but not limited to those specified in Article 29.
• “Grace Period” or “Dispute Grace Period” means the contractual window, notified to the User within the App on a per-transaction basis, during which a hold is placed on the LookPay Instrument Value and the User may initiate a formal dispute prior to final settlement. This period shall be no less than five (5) hours and no more than twelve (12) hours from the moment the Critical Transaction Alert is dispatched.
• “Instrument Balance” means the digital ledger entry maintained by LookPay in its own books and records, which records the amount of LookPay Instrument Value that the User is entitled to apply towards the acquisition of goods or services from Merchants within the Limited Network at any given time. The Instrument Balance is a contractual record of the User’s spending entitlement only. It does not represent, and shall not be construed as, a deposit, a debt owed by LookPay, a proprietary, equitable or beneficial interest of the User in any funds held by LookPay or by any third party, or any claim of any kind against any account, bank, or payment service provider.
• “Limited Network” means the network of providers of goods and services (Merchants) that have entered into a Direct Commercial Agreement with LookPay for the acceptance of the LookPay Instrument, operating under the LookPay common brand, as described in Article 3(k)(i) of PSD2.
• “LookPay Instrument” or “LookPay Specific Payment Instrument” means the closed-loop, limited-purpose stored-value instrument issued by LookPay as Professional Issuer, governed by this Agreement, which constitutes a specific payment instrument within the meaning of Article 4(14) of PSD2, used exclusively within the Limited Network under Article 3(k)(i) of PSD2.
• “LookPay Instrument Value” means the monetary value stored on the LookPay Instrument, denominated in euro (€). It is not electronic money, is not a deposit, is not redeemable for cash, and is not transferable.
• “LookPay Transaction” means a deduction of LookPay Instrument Value from the User’s Instrument Balance initiated by a Merchant in accordance with the Authorisation Protocol, following the concurrent satisfaction of all Authorisation Conditions.
• “Maximum Transaction Value” means, in respect of each Merchant, the maximum value of a single LookPay Transaction that LookPay permits at that Merchant, as determined by LookPay and specified in, or determined in accordance with, the Direct Commercial Agreement with that Merchant. The applicable Maximum Transaction Value may differ as between Merchants, and may be set, varied, or suspended by LookPay from time to time in accordance with Article 4.6A. It is distinct from, and additional to, the maximum Instrument Balance under Article 4.6.
• “Merchant” means a provider of goods or services (and, where applicable, an acceptor within the meaning of Guideline 1.13 of EBA/GL/2022/02) that has entered into a Direct Commercial Agreement with LookPay to accept the LookPay Instrument within the Limited Network.
• “Merchant Terminal” means the hardware device (tablet, point-of-sale unit, or equivalent) provided or authorised by LookPay to a Merchant, on which the Facial Authentication Profiles of Users present in the premises are rendered and through which transaction amounts are entered and LookPay Transactions initiated.
• “Funding Provider” means a third-party provider of payment services through which the User purchases LookPay Instrument Value. LookPay may make one or more funding methods available from time to time, which may include card processing services and open banking payment initiation services. Each Funding Provider is authorised or registered as required by the law applicable to it, including PSD2 and the European Union (Payment Services) Regulations 2018. The services provided by a Funding Provider are separate payment services, provided by that Funding Provider under its own authorisation, its own regulatory obligations, and its own terms and conditions, and do not fall within the Limited Network Exclusion. LookPay is not the provider of those services.
• “Professional Issuer” means LookPay Limited, in its capacity as issuer of the LookPay Instrument under Article 3(k)(i) of PSD2 and the EBA Guidelines on the Limited Network Exclusion (EBA/GL/2022/02).
• “Proximity Check-In” means the automated, technology-agnostic process by which the App detects the User’s physical presence within a defined spatial perimeter around a participating Merchant’s premises, using device permissions lawfully granted by the User.
• “Regulatory Authority” means the Central Bank of Ireland, the European Banking Authority, the Data Protection Commission, or any other competent supervisory body.
• “Services” means the App, the Proximity Check-In mechanism, the Merchant Terminal interface, the Critical Transaction Alert system, the Grace Period dispute facility, and all related backend support, collectively referred to as the “LookPay proximity checkout ecosystem.”
• “User Device” means the mobile telephone, tablet, or other hardware device on which the User has installed the App and which the User owns or lawfully controls.
• “Account” means the User’s registered account within the App, through which the User accesses the Services and views the Instrument Balance.
• “LookPay”, “LookPay Limited”, “we”, “us”, and “our” mean LookPay Limited, a private company limited by shares incorporated in the Republic of Ireland with registered office at Letterkenny, County Donegal, Ireland and company registration number 825958, being the issuer of the LookPay Instrument and the counterparty to this Agreement.
• “User” and “you” mean the natural person who has created an Account and accepted this Agreement in accordance with the notice headed “IMPORTANT NOTICE — PLEASE READ CAREFULLY”.

2.2. Interpretation.
(a) Headings and titles are for convenience only and shall not affect the construction of this Agreement.
(b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing a gender include every gender.
(c) Any reference to a statute, statutory provision, or regulation includes any subordinate legislation, amendment, extension, or re‑enactment thereof for the time being in force.
(d) The word “including” shall be construed as “including without limitation”.

PART B: REGULATORY STATUS, LIMITED NETWORK EXCLUSION, AND INSTRUMENT FRAMEWORK

ARTICLE 3 — REGULATORY STATUS AND LIMITED NETWORK EXCLUSION

3.1. Exclusion from PSD2. LookPay Limited, as Professional Issuer, issues the LookPay Specific Payment Instrument under the Limited Network Exclusion provided by Article 3(k)(i) of Directive (EU) 2015/2366 (PSD2). The LookPay Instrument allows the holder to acquire goods or services only within a Limited Network of Service Providers under direct commercial agreement with LookPay as Professional Issuer. Accordingly, the services provided under this Agreement are excluded from the scope of PSD2. LookPay is not required to be authorised as a payment institution, electronic money institution, or credit institution, and is not supervised by the Central Bank of Ireland as a regulated financial services provider.

3.2. Exclusion from EMD2. In accordance with Article 1(4) of Directive 2009/110/EC (EMD2), the monetary value stored on the LookPay Instrument is excluded from the scope of the Electronic Money Directive. The LookPay Instrument is not electronic money, does not constitute a deposit, and is not subject to the safeguarding, redemption, or prudential requirements applicable to electronic money institutions.

3.3. Direct Commercial Agreements with Merchants. LookPay has entered into a Direct Commercial Agreement for the acceptance of the LookPay Instrument with each Merchant operating within the Limited Network. These agreements govern the terms of acceptance, technical integration, and settlement, and ensure that the LookPay Instrument can only be used at participating Merchants. Each Direct Commercial Agreement constitutes a contractual restriction limiting the use of the Instrument, consistent with Guideline 1.4 of EBA/GL/2022/02.

3.4. Common Brand. The Limited Network operates under the LookPay common brand, which provides visual manifestation to Users and characterises the network as a distinct, limited acceptance environment, consistent with Guideline 2.1(c) of EBA/GL/2022/02.

3.5. Technical Restrictions. LookPay applies technical restrictions to ensure that the LookPay Instrument can only be used within the Limited Network, consistent with Guidelines 1.4 and 1.5 of EBA/GL/2022/02. These technical restrictions include, at a minimum:

(a) Merchant Terminal Configuration. The Merchant Terminal is configured to accept only LookPay Instruments. No other payment instruments, card schemes, or value transfer methods are supported by the terminal. The terminal communicates exclusively with LookPay’s backend infrastructure through encrypted, proprietary protocols.

(b) Proximity-Based Transaction Limitation. LookPay Transactions can only be initiated when the User’s Device is physically present within the Merchant’s premises, as verified by the Proximity Check-In protocol (Article 9.2). Transactions cannot be initiated remotely, online, or outside the defined spatial perimeter.

(c) Ledger-Level Controls. LookPay’s backend systems enforce ledger-level controls that: (i) prevent any transfer of LookPay Instrument Value to another User, to an external bank account, or to any destination outside the Limited Network; (ii) prevent any cash-out or redemption of the Instrument Value; (iii) enforce the €500 maximum Instrument Balance and the applicable Maximum Transaction Value for the relevant Merchant; and (iv) restrict all deductions to Merchants that have a valid and subsisting Direct Commercial Agreement with LookPay.

(d) Instrument Integrity Checks. Each LookPay Transaction is validated against a real-time registry of authorised Merchants, active User Accounts, and current Instrument Balances before any deduction is processed. Transactions that do not pass these integrity checks are declined in their entirety.

3.6. Contractual Restrictions. In addition to the technical restrictions described in Article 3.5, the following contractual restrictions apply: (a) this Agreement prohibits the User from using the LookPay Instrument outside the Limited Network (Article 14); (b) each Direct Commercial Agreement with Merchants prohibits acceptance of the Instrument outside the Merchant’s approved premises and business category; and (c) the Instrument Balance is non-transferable and non-assignable.

3.7. No Custodial Relationship; Ownership of Funds. All funds received by LookPay from the purchase of LookPay Instrument Value are received by LookPay as consideration for the issue of the LookPay Instrument and become the absolute property of LookPay Limited upon receipt. Title to such funds passes to LookPay Limited absolutely and beneficially, and no User, Merchant, or any other person acquires at any time any legal, equitable, beneficial, proprietary, or security interest of any kind in those funds, in the Instrument Balance, or in any account, bank balance, or other asset of LookPay Limited. LookPay is not a fiduciary, trustee, custodian, escrow agent, nominee, or agent of the User or of any other person in respect of such funds, and holds them for its own account. The Instrument Balance displayed in the App is a purely contractual ledger record of the User’s spending entitlement within the Limited Network. It is not a deposit, does not create any debt, trust, or claim on any regulated entity, and is not electronic money or safeguarded under the E-Money Regulations or PSD2.

3.7A. Goodwill Statement Regarding the Holding of LookPay’s Funds. Out of goodwill, and without creating any obligation, right, expectation, or admission of regulatory requirement on the part of LookPay, LookPay Limited currently arranges for its own funds — being funds of LookPay Limited which, in whole or in part, reflect the aggregate value of LookPay Instrument Value that Users are entitled to spend within the Limited Network — to be held in a safeguarded or segregated account arrangement maintained by one or more commercial partners of LookPay Limited under a commercial agreement between LookPay Limited and such partner. For the avoidance of doubt:

(a) the funds so held are the funds and property of LookPay Limited, not of the User, and are held by LookPay Limited for its own account;

(b) the safeguarding or segregation is provided by LookPay Limited’s commercial partner to LookPay Limited as a commercial customer of that partner. It does not constitute LookPay Limited safeguarding client funds or holding funds on behalf of any other person, and does not constitute LookPay Limited providing payment services or acting as a payment institution, electronic money institution, credit institution, trustee, or fiduciary;

(c) no User, Merchant, or any other person has any direct or indirect right, claim, interest, or cause of action against any such commercial partner, or in respect of any such account or arrangement, whether in contract, tort, trust, or otherwise; and

(d) this Article 3.7A is a statement of LookPay’s current commercial practice only. It may be varied, suspended, or withdrawn by LookPay at any time, without notice and without liability, and does not form part of the consideration for, or a condition of, the User’s use of the Services.

Nothing in this Article 3.7A shall be construed as conferring any benefit on, or as creating any enforceable right for, any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise at common law, and the parties expressly exclude any such right.

3.8. Notification Obligation and Growth Plan (Article 37(2) PSD2). If the total value of LookPay Transactions executed within any rolling 12-month period exceeds €1,000,000, LookPay will submit a notification to the Central Bank of Ireland in accordance with Article 37(2) of PSD2. The notification will include a description of the services offered and will specify the exclusion under which the activity is carried out. Where the Central Bank of Ireland determines that the activity no longer qualifies as a limited network, LookPay shall either: (a) seek authorisation as a payment institution or electronic money institution; or (b) partner with an authorised EMI or payment institution to provide regulated services under that entity’s licence. This Article 3.8 constitutes LookPay’s binding commitment to regulatory compliance and orderly graduation from the Limited Network Exclusion.

3.8A. Transition to Regulated Status. In the event that LookPay seeks and obtains authorisation as a payment institution or electronic money institution, or enters into a partnership with an authorised EMI or payment institution to provide regulated services under that entity's licence, the terms of this Agreement shall be amended to comply with PSD2, the European Union (Payment Services) Regulations 2018, and the European Communities (Electronic Money) Regulations 2011, as applicable. Users shall be notified of any such amendments in accordance with Article 32. Nothing in this Article 3.8A shall be construed as creating an obligation on LookPay to seek authorisation or partnership at any particular time, nor shall it create any right in the User to require LookPay to do so.

3.9. Information to Users. LookPay informs Users in a clear and prominent manner that the services provided under this Agreement are not regulated or supervised by the Central Bank of Ireland and that Users do not benefit from the protections for payment service users under PSD2, including without limitation: (a) the right to refund for unauthorised transactions; (b) the application of Strong Customer Authentication; (c) the right to seek redress through the Financial Services and Pensions Ombudsman in respect of payment service matters; and (d) the safeguarding and redemption requirements applicable to electronic money and payment institutions. The User acknowledges having read and understood this information before creating an Account.

ARTICLE 4 — NATURE AND TERMS OF THE LOOKPAY SPECIFIC PAYMENT INSTRUMENT

4.1. Issuance. Upon receipt of cleared funds from the User via a Funding Provider (Article 5), LookPay (as Professional Issuer) issues LookPay Instrument Value credited to the User’s Instrument Balance. The LookPay Instrument Value is denominated in euro (€).

4.2. Not Electronic Money. The LookPay Instrument Value is not electronic money as defined in the European Communities (Electronic Money) Regulations 2011 (S.I. No. 183 of 2011). In accordance with Article 1(4) of Directive 2009/110/EC (EMD2), the monetary value stored on instruments excluded under Article 3(k) of PSD2 falls outside the scope of the Electronic Money Directive. No right of redemption under Regulation 30 of the E-Money Regulations exists.

4.3. Not a Deposit. The LookPay Instrument Value does not constitute a deposit within the meaning of the Irish Deposit Guarantee Scheme or the EU Deposit Guarantee Schemes Directive (2014/49/EU). No interest, yield, dividends, or other pecuniary benefit shall accrue on any Instrument Balance. The LookPay Instrument Value is not a financial instrument and is not covered by the Investor Compensation Scheme.

4.4. No Redemption; No Refund for Cash. LookPay Instrument Value is not redeemable, whether for cash or in any other form, and does not give the User any right to payment, repayment, or cash-out from LookPay. Consistent with Guideline 1.9 of the EBA Guidelines on the Limited Network Exclusion (EBA/GL/2022/02), redeemability is not a defining feature of instruments excluded under Article 3(k) of PSD2. The User’s sole right in respect of LookPay Instrument Value is to apply it towards the acquisition of goods or services from Merchants within the Limited Network. LookPay shall not refund, redeem, repurchase, or otherwise pay out any Instrument Value in cash or by any other means of payment.

(a) Discontinuation of the Instrument. Where LookPay permanently and irreversibly discontinues the LookPay Instrument and the Limited Network without replacement, LookPay may, in its sole and absolute discretion and without creating any right, expectation, or obligation on its part, apply a credit to the User’s Instrument Balance equal to the positive balance recorded at the effective date of discontinuation, or such lesser proportion of it as LookPay considers appropriate in the circumstances. Any such credit is a discretionary goodwill measure. It is not a redemption, refund, repayment, or cash-out; it confers no right on the User; and the User expressly acknowledges that no such credit need be made.

(b) Statutory Rights Preserved. Nothing in this Article 4.4 excludes, restricts, or limits any right that applicable law confers on the User and that cannot lawfully be excluded, restricted, or limited; and LookPay does not, by this Agreement, seek to exclude any such right. The User acknowledges that the ordinary issue, holding, and use of the LookPay Instrument does not give rise to any right to payment from LookPay, and that the non-redeemable character of the Instrument is consistent with the treatment of closed-loop gift cards, store cards, and similar limited-purpose instruments.

4.5. Non-Transferability. The LookPay Instrument is personal to the User and may not be sold, transferred, assigned, exchanged, bartered, or otherwise conveyed to any other person, whether for value or gratuitously, without LookPay’s prior written consent. Any attempted transfer shall be void and of no legal effect.

4.6. Maximum Instrument Balance. The maximum LookPay Instrument Value that may be held by a User at any time shall not exceed €500 (or such lower amount as LookPay may determine in its sole discretion and display in the App). Any attempt to load value that would cause the Instrument Balance to exceed this limit shall be declined. This limit is a key design feature that ensures the Instrument remains limited in scope and does not develop into a general-purpose instrument, consistent with Guideline 2.2(c) of EBA/GL/2022/02. The limit is set by reference to the value of ordinary transactions at Merchants within the Limited Network, and is deliberately set at a level comparable to the maximum value commonly attached to closed-loop retail gift cards and store cards in the Irish market.

4.6A. Maximum Transaction Value. In addition to the maximum Instrument Balance under Article 4.6, LookPay applies a Maximum Transaction Value to each Merchant, being the maximum value of a single LookPay Transaction that may validly be initiated at that Merchant.

(a) Determined by LookPay under the Direct Commercial Agreement. The Maximum Transaction Value applicable to each Merchant is determined by LookPay and is specified in, or is determined in accordance with, the Direct Commercial Agreement between LookPay and that Merchant. It may differ as between Merchants, and no User may rely on the Maximum Transaction Value applicable to one Merchant as applying to any other Merchant.

(b) Factors taken into account. In determining the Maximum Transaction Value for a Merchant, LookPay may take into account any factor that LookPay considers relevant, including without limitation: the nature, category, and price range of the goods or services typically supplied by that Merchant; the value of ordinary baskets at that Merchant, as reported to LookPay by the Merchant or derived from transaction data; the Merchant’s trading location, premises, and operating hours; the Merchant’s standing, due diligence status, verification history, and compliance record; the volume, value, and pattern of LookPay Transactions at that Merchant; and any factors, information, or representations provided to LookPay by the Merchant for that purpose.

(c) Variation and risk‑based adjustment. LookPay may set, vary, increase, reduce, suspend, or withdraw the Maximum Transaction Value applicable to any Merchant at any time, and may apply a lower Maximum Transaction Value to a Merchant generally, or to a particular LookPay Transaction, by reference to risk status at the relevant time, including by reason of any matter arising under Article 11.6 or Article 11.8. Where a LookPay Transaction would exceed the Maximum Transaction Value applicable to that Merchant at the time of initiation, that Authorisation Condition is not satisfied and the LookPay Transaction shall not be validly initiated (Article 11.3.2(f)).

(d) A control, not an entitlement. The Maximum Transaction Value is a control applied within the Limited Network for the purposes of Articles 3.5 and 4.6 and of LookPay’s risk management. It is not a payment limit, a spending facility, a credit facility, or a right of the User, and the existence of a Maximum Transaction Value in respect of a Merchant does not constitute any representation, warranty, or undertaking that a LookPay Transaction of that value, or of any value, will be authorised or processed in any particular case.

(e) Transparency. The Maximum Transaction Value applicable to a Merchant is made available to the User in the App. The User acknowledges that, because the applicable value may be adjusted by reference to risk status at the relevant time, the value most recently displayed or notified may be superseded in respect of a particular LookPay Transaction.

4.7. No Cash-Out, No P2P, No Withdrawals. The User may not: (a) withdraw, redeem, or convert LookPay Instrument Value into cash or any other form of value; (b) transfer LookPay Instrument Value to any other User or any third party; or (c) use the LookPay Instrument to make payments to any person other than a Merchant within the Limited Network.

4.8. Reloadable Instrument. The LookPay Instrument is reloadable. The User may purchase additional LookPay Instrument Value from time to time, subject to the maximum Instrument Balance (Article 4.6) and any applicable velocity limits LookPay may impose in its sole discretion.

ARTICLE 5 — PURCHASE AND LOADING OF LOOKPAY INSTRUMENT VALUE

5.1. Funding Providers — Separate Regulated Services. LookPay makes available one or more methods by which the User may purchase LookPay Instrument Value. Those methods may include card processing services and open banking payment initiation services, each of which is provided by a third-party Funding Provider. LookPay does not itself provide any payment service: it does not process card payments, it does not provide payment initiation services, and it does not provide account information services. Each Funding Provider is authorised or registered as required by the law applicable to it, including PSD2 and the European Union (Payment Services) Regulations 2018, and provides its services under its own authorisation, its own regulatory obligations, and its own terms and conditions. The services provided by a Funding Provider are separate payment services that do not fall within the Limited Network Exclusion, consistent with Guideline 1.3 of EBA/GL/2022/02, and LookPay’s regulatory position under Article 3 is unaffected by the use of any Funding Provider. Nothing in this Agreement creates any relationship between the User and any Funding Provider, confers any right on the User against any Funding Provider, or imposes any obligation on any Funding Provider towards the User.

5.2. Permitted Funding Sources. The User may purchase LookPay Instrument Value using a supported debit or credit card, or by open banking payment initiation from an account held by the User with a bank or other account provider, where such methods are made available. All card data, personal security credentials, and sensitive payment information are handled exclusively by the relevant Funding Provider, in compliance with PCI-DSS where applicable. LookPay’s systems do not at any point store, process, or transmit unencrypted Primary Account Numbers (PANs) or CVV codes.

5.3. Loading Execution. The User initiates a funding transaction through the App. The Funding Provider authenticates and captures the payment. Upon receipt of cleared funds into an account of LookPay Limited, LookPay credits the User’s Instrument Balance with the corresponding LookPay Instrument Value. The User acknowledges that the funding transaction is a payment transaction between the User and the User’s card issuer or account provider, is governed by the Funding Provider’s terms and conditions and by the User’s own account terms, and that LookPay bears no responsibility for any failure, delay, or error in the funding transaction or in the Funding Provider’s services.

5.4. Maximum Balance Limit. The aggregate LookPay Instrument Value held by a User shall not exceed €500 at any time. Any attempt to purchase additional value that would cause the Instrument Balance to exceed this limit shall be declined.

5.5. Chargebacks and Reversals on Funding. Should a funding transaction for the purchase of LookPay Instrument Value be reversed by the User’s card issuer, bank, or account provider due to a dispute, fraud claim, chargeback, indemnity claim, or similar, LookPay reserves the right to immediately freeze the corresponding amount in the User’s Instrument Balance, reduce the Instrument Balance by the amount of the reversed payment, suspend the Account, and seek recovery of any shortfall. The User indemnifies LookPay against any losses arising from a reversed or disputed funding transaction.

5.6. Authentication of Funding Transactions. The purchase of LookPay Instrument Value is a payment transaction on the funding leg, between the User and the User’s card issuer or account provider, and may be subject to authentication requirements applied by the Funding Provider or by the User’s account provider, which may include Strong Customer Authentication where PSD2 or the European Union (Payment Services) Regulations 2018 so require. Any such requirement applies to the separate payment service provided by the Funding Provider, and not to the LookPay Instrument, which is excluded from PSD2 under Article 3.1. LookPay makes no representation as to the application of any particular authentication standard to any funding transaction, and the absence of any particular authentication on the funding leg does not affect the validity of the LookPay Instrument or of any LookPay Transaction.

PART C: ELIGIBILITY, ACCOUNT REGISTRATION, AND CUSTOMER DUE DILIGENCE

ARTICLE 6 — ELIGIBILITY AND REPRESENTATIONS

6.1. User Representations and Warranties. By creating an account, the User represents, warrants, and covenants that:
(a) the User is a natural person of at least eighteen (18) years of age (or the age of majority in their jurisdiction, if higher);
(b) the User possesses full legal capacity to enter into binding contracts;
(c) the User is not acting as an agent, nominee, or intermediary for any third party;
(d) the User has not been previously banned, suspended, or restricted from using LookPay;
(e) all information provided during registration and thereafter is true, accurate, current, and complete.

ARTICLE 7 — ACCOUNT CREATION AND SECURITY

7.1. Registration. To use the Services, the User must download the App and complete the registration process, which will include provision of a valid email address, a mobile telephone number, full legal name, date of birth, and residential address. The User must create a secure password and, where the device supports it, enable biometric login (fingerprint or facial recognition).

7.2. Device Binding and Single Session. The Account is intended for use on a single User Device at any given time. LookPay may, at its sole discretion, apply technical measures to associate an Account with a specific device hardware identifier to protect security. The User shall not attempt to circumvent such measures.

7.3. Account Responsibility. The User is solely and absolutely responsible for maintaining the confidentiality of all login credentials, passwords, and the physical security of the User Device. Any transaction or action taken through the User’s Account while the User Device is in the User’s possession (or prior to LookPay receiving formal notification of loss or theft) shall be conclusively deemed to have been authorised by the User.

7.4. Notification of Unauthorised Access. The User must immediately notify LookPay at security@lookpay.app upon discovering any actual or suspected unauthorised access, loss, theft, or compromise of the User Device or Account. LookPay shall take reasonable steps to block the Account, but the User shall bear all losses arising before such notification is confirmed, subject to applicable law.

ARTICLE 8 — CUSTOMER IDENTIFICATION AND SANCTIONS

8.1. Simplified Identification Procedure. Given the closed-loop, limited-purpose nature of the LookPay Instrument, the absence of cash-out, P2P transfers, or redemption rights, the fact that LookPay Instrument Value can only ever be applied towards the acquisition of goods or services from Merchants within the Limited Network, the maximum Instrument Balance of €500 (Article 4.6), and the correspondingly low money laundering and terrorist financing risk profile, LookPay applies a simplified customer identification process proportionate to the Limited Network Exclusion. Prior to issuing the LookPay Instrument, LookPay shall collect the following information from the User:
(a) Full legal name;
(b) Email address and mobile telephone number;
(c) Date of birth;
(d) Residential address.

LookPay may, in its sole discretion, request additional identity verification where it reasonably suspects fraud, abuse, or attempted circumvention of the restrictions of the Limited Network.

8.2. Sanctions Screening.
(a) LookPay may, at its discretion, screen the User's name and date of birth against the EU Consolidated List, the UK Sanctions List, the US OFAC SDN List, and any other applicable sanctions lists using an automated screening service, at the time of Account creation and periodically thereafter.
(b) The User represents and warrants that:
(i) They are not located in, ordinarily resident in, or a national of a jurisdiction subject to comprehensive sanctions by the European Union, the United Nations, or the Irish Department of Finance;
(ii) They are not listed on any sanctions list, including the EU Consolidated List, the UK Sanctions List, or the US OFAC SDN List;
(iii) If the User becomes subject to sanctions during the term of this Agreement, they must immediately notify LookPay. LookPay reserves the right to terminate or suspend the Account forthwith.

8.3. Suspicious Activity Reporting. LookPay is legally obliged to file Suspicious Transaction Reports (STRs) with the Garda National Economic Crime Bureau (GNECB) where money laundering or terrorist financing is suspected. The User acknowledges that, where an STR is made, LookPay is prohibited from informing the User of the report and may suspend all activity without prior notice. No liability shall attach to LookPay for any loss suffered as a result of such suspension.

PART D: THE PROXIMITY CHECKOUT ECOSYSTEM — OPERATIONAL DESCRIPTION

ARTICLE 9 — SPATIAL PRESENCE DETECTION AND TERMINAL SYNCHRONISATION

9.1. Grant of Permissions. For the proximity checkout features to function, the User must grant the App the following operating system permissions:
(a) Location Services: set to “Always” or “While Using the App”, to enable background detection of the User’s proximity to participating Merchants.
(b) Wireless Communication Access (including, as applicable, Bluetooth and Wi‑Fi): to establish a secure, localised link between the User Device and the Merchant Terminal.
(c) Notifications: to receive Critical Transaction Alerts and service messages.

9.2. The Proximity Check‑In. When the User physically enters a spatial zone around a LookPay‑enabled Merchant (the perimeter of which is determined by LookPay in its sole discretion), the App executes an automated, silent Proximity Check‑In. This process involves the local exchange of encrypted identifiers between the User Device and the Merchant Terminal, thereby confirming the User's presence within the premises. No LookPay Transaction or financial instruction is generated at this stage.

9.3. Profile Population. Upon a successful Proximity Check‑In, the User’s Facial Authentication Profile (the photograph and initials, formatted as e.g. "J.D.", on file) is automatically rendered on the screen of the Merchant Terminal. The User acknowledges that this terminal is located in a commercial environment and that the profile may be visible to the Merchant’s employees and, depending on screen placement, potentially to other customers present. By proceeding with the Proximity Checkout process, the User expressly consents to this display.

9.4. Anonymisation of Technical Identifiers. The User acknowledges that LookPay employs proprietary algorithms and data obfuscation techniques to protect the security of the Proximity Check‑In. The User agrees not to attempt to reverse‑engineer, intercept, or decode the handshake data, nor to use any tool to capture radio frequency signals or mimic the proximity protocol. Any such attempt shall be deemed a material breach and may result in immediate termination and notification to law enforcement.

ARTICLE 10 — FACIAL AUTHENTICATION PROFILE AND BIOMETRIC DISPLAY CONSENT

10.1. Upload Requirement. To participate in the proximity checkout ecosystem, the User must upload a recent, clear, full‑face photograph and their initials (comprising the User's first initial and surname initial, formatted as e.g. "J.D."). The photograph must be a true and accurate depiction of the User as they appear at the time of transaction. No group photographs, avatars, AI‑generated images, or photographs of other persons are permitted.

10.2. Biometric Public Display Consent [CRITICAL PROVISION]. The core functionality of the LookPay platform requires the display of the User's Facial Authentication Profile on the Merchant Terminal. The User expressly consents to the display of their Facial Authentication Profile to participating Merchants and their staff as an essential and non‑severable feature of the Service. This consent is fundamental to the operation of the Service; LookPay would not, and could not, provide the Service without it. The User's consent under this Article 10.2 supplements, and is without prejudice to, the data protection rights and disclosures set out in LookPay's Privacy Policy, available at https://lookpay.app/privacy, which the User is advised to read carefully before uploading any Facial Authentication Profile.

10.3. Accuracy Obligation. The User shall update the Facial Authentication Profile as necessary to ensure it remains an accurate representation. LookPay bears no liability for failed transactions or incorrect identification arising from an outdated or misleading profile or inaccurate initials.

10.4. Consent to Audio Recording and CCTV for Dispute Resolution [CRITICAL PROVISION]. The User expressly acknowledges, agrees, and consents to the following recording and surveillance activities as an integral part of the LookPay proximity checkout ecosystem:

(a) Audio Recording at the Merchant Terminal. When the User is present at a Merchant's billing counter and a transaction is in progress under the Authorisation Protocol, the Merchant Terminal shall record the audio of the initials and amount call‑out described in Article 11.3.2(j). Where the call‑out is generated by the Merchant Terminal's text‑to‑speech functionality, the audio recording logs (including the timestamped TTS output, exact text rendered, and voice synthesis parameters) shall be captured and preserved. Where the call‑out is spoken aloud by the Merchant's employee, the ambient audio recording captured by the Merchant Terminal's microphone shall be captured and preserved. The User consents to the capture and preservation of this audio recording for the purposes of: (i) creating an immutable audit trail of the transaction initiation; (ii) establishing an audit trail linking the specific transaction amount, the User's identity, and the User's contextual consent; (iii) resolving any dispute arising from the transaction, including disputes concerning the amount billed, the identity of the person at the billing counter, or the validity of the User's consent; and (iv) providing evidence in any legal, regulatory, or ombudsman proceeding arising from or connected to the transaction.

(b) CCTV Recording on Merchant Premises. The User acknowledges that participating Merchants may operate CCTV surveillance systems on their premises as part of their own security and loss‑prevention operations, and that such CCTV systems may capture the User's image, movements, and interactions at the billing counter during a transaction. The User consents to the capture of their image by Merchant CCTV systems and to the disclosure of CCTV footage by the Merchant to LookPay in connection with: (i) an abuse report, disputed transaction, or suspected fraudulent transaction involving the User's Account; (ii) any investigation conducted by LookPay under this Agreement, including investigations into Merchant misconduct under Article 11.8; and (iii) any legal, regulatory, or ombudsman proceeding arising from or connected to a transaction. The User further acknowledges and agrees that LookPay may, in its sole discretion and without assuming any obligation to do so in any particular case, request and obtain CCTV footage from a Merchant in connection with a dispute or investigation, and that such CCTV footage shall be admissible as evidence in accordance with Article 24B. Time Limitation on CCTV Requests. LookPay's right to request CCTV footage from a Merchant in connection with a particular dispute or investigation shall be limited to a period of thirty (30) calendar days from the date of the transaction that is the subject of the dispute or investigation. Where CCTV footage is not received by LookPay within this period, or where the Merchant does not operate CCTV systems or has not retained the relevant footage, LookPay shall be entitled to resolve the dispute based on the Server Records then available in its possession, and the absence of CCTV footage shall not be construed as evidence in the User's favour nor shall it give rise to any liability on the part of LookPay. The obligations of Merchants to retain and provide CCTV footage are governed by the separate agreement between LookPay and each Merchant, and nothing in this Article 10.4(b) shall be construed as imposing any direct obligation on a Merchant to the User.

(c) No Expectation of Privacy at the Billing Counter. By participating in the LookPay proximity checkout ecosystem and entering a Merchant's premises for the purpose of conducting a transaction, the User acknowledges that they have no reasonable expectation of privacy in respect of their visual image, movements, or audible communications at the billing counter during the transaction process. The User's consent under this Article 10.4 is given freely, voluntarily, and with full knowledge that audio recordings and CCTV footage may be used as evidence against the User in a dispute, investigation, or proceeding, including where such evidence contradicts the User's own account of events. The User's consent under this Article 10.4 may be withdrawn only by ceasing all use of the Services, deleting the App, and refraining from entering any Merchant premises for the purpose of conducting a transaction through the LookPay platform.

(d) GDPR Transparency and Privacy Policy Cross‑Reference. The audio recording and CCTV processing activities described in this Article 10.4 involve the processing of personal data, including potentially biometric data and visual images, within the meaning of Regulation (EU) 2016/679 (the General Data Protection Regulation, "GDPR"). The lawful bases for such processing are: (i) the User's explicit consent under Article 9(2)(a) of the GDPR, as given in this Article 10.4; and (ii) the legitimate interests of LookPay and the participating Merchants in fraud prevention, dispute resolution, and the establishment, exercise, or defence of legal claims under Article 6(1)(f) of the GDPR. Full details concerning the categories of personal data processed, the purposes and lawful bases of processing, the retention periods applicable to audio recordings and CCTV footage, the technical and organisational security measures employed, the categories of recipients (including LookPay and Merchants), and the User's data subject rights (including the rights of access, erasure, restriction, and objection) are set out in LookPay's Privacy Policy, available at https://lookpay.app/privacy, which the User is expressly directed to read in conjunction with this Article 10.4.

ARTICLE 11 — THE AUTHORISATION PROTOCOL, CONSENT ARCHITECTURE, AND TRANSACTION FRAMEWORK

11.1. Transaction Flow and Role of Parties. Transactions under the LookPay proximity checkout ecosystem involve the coordinated participation of three distinct actors, each performing a defined role within the framework described in this Article 11:

(a) The Customer (User). The User establishes the Authorisation Protocol — a conditional, revocable, purpose‑limited standing authorisation — expressly authorising the Merchant to initiate LookPay Transactions by submitting transaction data under the protocol, and authorising LookPay to deduct the corresponding LookPay Instrument Value from the User's Instrument Balance upon the concurrent satisfaction of all Authorisation Conditions. The User's consent is provided through the distributed consent architecture described in Article 11.2. The User acknowledges and agrees that the Merchant is the sole party that decides when and in what amount a LookPay Transaction is initiated, and LookPay does not initiate, direct, or influence the timing or amount of any LookPay Transaction.

(b) The Merchant (Initiator of LookPay Transactions). The Merchant, acting as the intended recipient of the LookPay Instrument Value, is the initiating party of each LookPay Transaction under this Agreement. The Merchant initiates a LookPay Transaction under the User's Authorisation Protocol by entering the transaction amount on the Merchant Terminal following visual identification of the User. The Merchant does not execute the deduction; it requests a deduction under the User's pre-authorised protocol. The Merchant's role as initiator is fundamental to the operation of the LookPay ecosystem, and the User expressly acknowledges that the Merchant — not LookPay — determines the timing, frequency, and amount of each LookPay Transaction.

(c) LookPay (Professional Issuer — Not the Initiator). LookPay provides the technological infrastructure that facilitates the transaction and acts as Professional Issuer of the LookPay Instrument. LookPay is not the initiator of any LookPay Transaction. The LookPay Transaction is initiated solely by the Merchant. LookPay’s specific functions are: (i) validating the concurrent satisfaction of all Authorisation Conditions set out in Article 11.3.2; (ii) dispatching the Critical Transaction Alert to the User as described in Article 11.7; (iii) operating the Grace Period dispute mechanism described in Article 12; and (iv) upon satisfaction of all Authorisation Conditions and expiry of the Grace Period without dispute, deducting the LookPay Instrument Value from the User’s Instrument Balance as a contractual ledger adjustment and paying the corresponding sum to the Merchant out of LookPay’s own funds in accordance with the Direct Commercial Agreement between LookPay and that Merchant. LookPay does not at any time execute a payment service as defined under PSD2. Where LookPay pays a Merchant, it does so as a principal discharging its own contractual obligation to that Merchant under the Direct Commercial Agreement. It does not act as a payment service provider, settlement agent, or intermediary for the User or for the Merchant.

The sequential operation of these roles is as follows: the User establishes the Authorisation Protocol; the Merchant initiates a LookPay Transaction under that protocol; LookPay validates the concurrent satisfaction of all Authorisation Conditions and, following the Grace Period without dispute, deducts the LookPay Instrument Value from the User’s Instrument Balance and pays the corresponding sum to the Merchant out of LookPay’s own funds. The User acknowledges that this is a contractual mechanism operating within the Limited Network Exclusion (Article 3(k)(i) PSD2), not a payment service under PSD2.

11.2. Distributed Consent Architecture. The LookPay proximity checkout model implements a distributed consent architecture under which the User's authorisation for each individual LookPay Transaction is not conferred at a single moment at the point of sale, but is instead constructed from, and rests upon, a layered and cumulative sequence of affirmative acts undertaken by the User voluntarily and with full knowledge of their legal consequences. The User expressly acknowledges and agrees that no single act, standing alone, constitutes authorisation for a LookPay Transaction; rather, it is the cumulative effect of the following five stages — each independently verifiable through Server Records — that establishes the legal basis for LookPay's execution of each payment:

(a) Stage One — Account Establishment and Biometric Execution of the Authorisation Protocol. At the time of Account creation, the User provides a biometric confirmation (fingerprint or facial scan) as the User’s binding electronic acceptance of the Authorisation Protocol. This biometric confirmation applies three independent authentication elements: (A) possession — the User’s registered and device-bound User Device; (B) inherence — the biometric confirmation (fingerprint or facial scan) provided by the User through the App; and (C) knowledge — the User’s Account password or PIN entered during the initial login session. The User expressly acknowledges that this biometric confirmation is a contractual security measure and is not a Strong Customer Authentication event under PSD2, because the LookPay Instrument is excluded from the scope of PSD2 under Article 3(k)(i). Immediately following successful identity verification, the User is presented with a dedicated, full-screen Authorisation Activation Interface within the App — a discrete and clearly identified screen that: (i) displays a prominent summary of the Authorisation Protocol and the Authorisation Conditions under which future deductions may be made; (ii) requires the User to read and acknowledge the entirety of this Agreement by scrolling through the terms or confirming review of a linked copy; (iii) presents an explicit, unticked consent checkbox stating that the User understands and agrees that the Authorisation Protocol authorises LookPay to deduct LookPay Instrument Value upon satisfaction of all Authorisation Conditions; and (iv) requires the User to provide an affirmative biometric confirmation (fingerprint or facial scan) constituting the User’s binding electronic signature of the Authorisation Protocol. The Authorisation Activation Interface is designed as a deliberate, focused consent gate — separate and distinct from the general acceptance of this Agreement — such that the User cannot proceed to fund or use the Instrument Balance without having passed through this specific interface and provided biometric confirmation. This biometric confirmation constitutes: (i) the User’s binding electronic signature of the Authorisation Protocol; and (ii) the User’s explicit, informed, and unconditional authorisation to LookPay (as Professional Issuer) to act upon the Authorisation Protocol, exercisable only upon the concurrent satisfaction of all Authorisation Conditions set out in Article 11.3.2. The User expressly acknowledges and agrees that this biometric confirmation is the sole act by which the Authorisation Protocol is established, and that no further biometric verification is required at the point of any individual transaction, the User’s consent to each transaction being instead constituted through the cumulative operation of all five stages of this consent architecture and the concurrent satisfaction of all Authorisation Conditions.

(b) Stage Two — Instrument Value Loading via a Funding Provider. When the User first funds the LookPay Instrument Balance, and on each subsequent top‑up transaction thereafter, the User undergoes an independent authentication procedure applied by the Funding Provider directly to the underlying funding source (a debit or credit card, or an account accessed by open banking payment initiation). This procedure is applied by the Funding Provider on its own banking rails and is separate from, and independent of, the LookPay distributed consent architecture described in this Article 11.2. The User acknowledges and agrees that: (i) each top‑up transaction is a separate payment transaction between the User and the User’s card issuer or funding provider, governed by that provider’s terms and conditions and subject to that provider’s own authentication and verification obligations; (ii) LookPay does not participate in, control, or assume any responsibility for the biometric verification procedure applied by that provider to any top‑up transaction; (iii) the successful completion of a top‑up transaction does not re‑execute, renew, or re‑establish the Authorisation Protocol (which was executed once at Stage One and remains in force until revoked), but does confirm that the User continues to maintain a funded Instrument Balance capable of supporting LookPay Transactions initiated under the existing mandate; and (iv) where a User has revoked the Authorisation Protocol under Article 11.2(g) and subsequently wishes to re‑establish it, a new biometric authentication event in accordance with Stage One shall be required, and a top‑up alone shall not suffice to re‑establish the mandate.

(c) Stage Three — Proximity Enablement (Affirmative Operational Activation). By granting the operating system permissions described in Article 9.1 (comprising Location Services, Wireless Communication Access, and Notifications) and by thereafter entering the defined spatial perimeter of a participating Merchant's premises — an act that triggers the automated Proximity Check‑In described in Article 9.2 — the User affirmatively and voluntarily activates the operational layer of the Authorisation Protocol. This activation signals the User's presence within the LookPay ecosystem and their readiness to engage in proximity‑based transactions. The User may withdraw this activation at any time by disabling the relevant permissions, deleting the App, or physically departing the Merchant's premises.

(d) Stage Four — Transaction‑Specific Conduct (Contextual Assent with Initials and Amount Verification). By approaching the billing counter, presenting specific goods or services for purchase, remaining physically present while the Merchant's employee scans or enters the items for purchase, and permitting the Merchant's employee to visually identify the User by reference to the displayed Facial Authentication Profile bearing the User's initials, the User provides transaction‑specific, contextual assent to the Merchant's entry of the commercial sum attributable to the goods or services so presented. During the scanning or entry of items, the Merchant's employee and/or the Merchant Terminal (whether by audio announcement, visual display on the Merchant Terminal screen, or both) shall call out or display the User's initials (as appearing on the Facial Authentication Profile) and the running or final total amount that the User is about to be billed. This call‑out or display serves as a real‑time verification mechanism, enabling the User to confirm that: (i) the correct User identity (by initials) is associated with the transaction; and (ii) the amount being entered corresponds to the goods or services the User has presented. The User, by remaining at the billing counter and not objecting or withdrawing from the transaction following such announcement or display, is deemed to have confirmed the accuracy of the amount and the association of the transaction with their identity. This conduct, viewed objectively and in its full commercial context, communicates to the Merchant and to LookPay the User's intention that a LookPay Transaction be initiated for the amount entered for the goods or services the User has selected and presented. The User expressly acknowledges that this contextual conduct, when combined with the prior biometric execution of the Authorisation Protocol, constitutes legally effective consent to the specific LookPay Transaction and authorises LookPay to execute the corresponding debit.

(e) Stage Five — Post‑Transaction Acceptance (Grace Period Safeguard). Following the dispatch of the Critical Transaction Alert described in Article 11.7, the User is afforded a Revocation Grace Period of between five (5) and twelve (12) hours in accordance with Article 12. During this Grace Period, the User may review the transaction details — including the Merchant identity, location, and the precise amount — and, if the amount entered does not correspond to the goods or services presented, or if the LookPay Transaction is otherwise erroneous or unauthorised, may initiate a formal dispute that immediately halts settlement and preserves the amount held pending investigation. Where the User does not initiate a dispute within the Grace Period, the transaction shall be treated as accepted on expiry of that period, as described in Article 12.4. For the avoidance of doubt, the Grace Period is an additional, post‑transaction safeguard that operates independently of, and does not replace or diminish, the requirement that all Authorisation Conditions be satisfied before a LookPay Transaction is processed.

(f) Cumulative Effect. The User expressly acknowledges that the distributed consent architecture described in this Article 11.2, taken as a whole and with all five stages operating cumulatively, satisfies the requirement for the User's explicit consent to the deduction of LookPay Instrument Value under this Agreement. The User further acknowledges that the satisfaction of each stage is objectively verifiable through Server Records maintained by LookPay in the ordinary course of business, as further provided in Article 24B.

(g) Revocation of the Authorisation Protocol. The Authorisation Protocol is revocable by the User at any time, without penalty and without the need to provide any reason. Revocation may be effected by any of the following means: (i) emptying the Instrument Balance to zero by spending; (ii) disabling the Location Services or Wireless Communication Access permissions granted under Article 9.1; (iii) deleting the App from all User Devices; or (iv) sending a written revocation request to support@lookpay.app. Upon revocation, no further LookPay Transactions may be initiated by any Merchant, and LookPay shall not execute any further debits under the revoked mandate. Revocation does not affect LookPay Transactions that have already been settled, nor does it affect the validity of any hold already placed and pending within the Grace Period at the time of revocation, which shall continue to be processed in accordance with Article 12. Re‑Establishment of a Revoked Mandate. Where the User has revoked the Authorisation Protocol and subsequently wishes to re‑establish it, the User shall be required to undergo the full Stage One procedure described in Article 11.2(a) anew, including the requirement to read and acknowledge this Agreement and to provide a fresh biometric confirmation (fingerprint or facial scan) constituting a new biometric authentication event. A top‑up of the Instrument Balance alone shall not suffice to re‑establish a revoked mandate.

11.3. The Authorisation Protocol — Authorisation Conditions and Operational Framework.

11.3.1. Nature of the Protocol. The Authorisation Protocol is a conditional, revocable, purpose-limited authorisation given by the User, under which the Merchant is authorised to initiate LookPay Transactions. It is not, and shall not be construed as, a general, unrestricted, or plenary authority to debit the Instrument Balance. It is not a blank cheque, an open-ended consent, or a waiver of any statutory protection. The Authorisation Protocol takes effect, and a LookPay Transaction becomes validly initiated by the Merchant and capable of being processed by LookPay, if and only if each and every one of the Authorisation Conditions enumerated in Article 11.3.2 is concurrently satisfied at the time the Merchant enters the transaction amount on the Merchant Terminal.

11.3.2. Enumerated Authorisation Conditions. No LookPay Transaction shall be validly initiated by a Merchant, and no LookPay Transaction shall be processed by LookPay, unless and until ALL of the following Authorisation Conditions are satisfied concurrently:

(a) Merchant Onboarding and Standing Condition. The Merchant at whose premises the transaction is to occur: (i) has been duly onboarded by LookPay pursuant to a valid, subsisting Merchant agreement; (ii) has satisfactorily completed LookPay's due diligence procedures, including identity verification, AML/CTF screening, and sanctions screening; (iii) has not been suspended, restricted, or terminated from the LookPay platform; and (iv) is not, to LookPay's knowledge following reasonable enquiry, operating in material breach of any applicable law, regulation, or the terms of its Merchant agreement.

(b) Physical Presence Condition. The User is physically present within the defined spatial perimeter of the Merchant's premises at the time the LookPay Transaction is initiated, as confirmed by the automated Proximity Check‑In protocol described in Article 9.2. The technical parameters of the Proximity Check‑In (including perimeter dimensions, signal strength thresholds, and the specific wireless technologies employed) are determined by LookPay in its sole discretion and may be adjusted from time to time to optimise accuracy, security, and user experience. The User shall not, and shall not attempt to, simulate, spoof, or falsify physical presence through GPS manipulation, VPNs configured to obscure or falsify location, Bluetooth relay attacks, signal amplification or replay, or any other means.

(c) Profile Display Condition. The User's Facial Authentication Profile (comprising the User's photograph and initials, formatted as e.g. "J.D.", as uploaded and maintained in accordance with Article 10) is actively rendered, visible, and selectable on the screen of the Merchant Terminal at the time the Merchant initiates the LookPay Transaction.

(d) Visual Identification Condition. The Merchant's employee has, at the point of sale and before entering the transaction amount: (i) visually matched the physical appearance of the person standing at the billing counter to the Facial Authentication Profile (including the photograph and initials) displayed on the Merchant Terminal; (ii) verified that the initials displayed on the Merchant Terminal correspond to the identity of the person presenting goods or services for purchase; (iii) reasonably satisfied themselves, through such visual comparison and initials verification, that the person presenting goods or services for purchase is the Account holder whose profile is displayed; and (iv) selected the correct profile on the Merchant Terminal interface.

(e) Transaction‑Specific Conduct Condition. The User has: (i) approached the billing counter at the Merchant's premises while the Merchant Terminal is operational; (ii) presented specific goods or services for purchase; (iii) by such conduct, objectively indicated their assent to pay the commercial sum attributable to those goods or services; and (iv) not, prior to the Merchant's entry of the amount, communicated to the Merchant or to LookPay any objection, withdrawal of consent, or intention not to proceed with the transaction.

(f) Wallet Sufficiency and Transaction Limit Condition. The available balance of the User's Instrument Balance at the moment of LookPay Transaction initiation is equal to or greater than the amount entered by the Merchant, and the amount entered does not exceed the Maximum Transaction Value applicable to that Merchant at that time under Article 4.6A. Where the available balance is insufficient to cover the full amount, or where the amount entered exceeds the applicable Maximum Transaction Value, the LookPay Transaction shall be declined in its entirety and shall not be routed to LookPay for execution, and no partial hold shall be placed. Where a LookPay Transaction is declined because the amount entered exceeds the applicable Maximum Transaction Value, LookPay shall notify the Merchant through the Merchant Terminal that the transaction cannot proceed.

(g) No Prior Revocation Condition. The User has not, prior to the Merchant's entry of the amount on the Merchant Terminal: (i) revoked the Authorisation Protocol by any of the means described in Article 11.2(g); (ii) emptied the Instrument Balance; (iii) disabled Location Services or Wireless Communication Access permissions; (iv) deleted the App; or (v) sent a written revocation, objection, or instruction to LookPay to suspend or terminate the Authorisation Protocol.

(h) No System Risk Flag Condition. LookPay's automated risk‑scoring algorithms (which employ artificial intelligence and machine learning techniques for the detection of anomalous, fraudulent, or high‑risk transaction patterns) have not identified the proposed LookPay Transaction as requiring additional verification, manual review, or User confirmation before being routed to LookPay. Where a risk flag is raised, LookPay reserves the right to take any of the actions described in Article 11.6.

(i) No Duress or Incapacity Condition. To LookPay's knowledge, and based on the information reasonably available to LookPay at the time of the transaction, the User is not acting under duress, coercion, undue influence, or incapacity, and the transaction does not exhibit indicia of financial abuse, exploitation of a vulnerable person, or any other circumstance that would vitiate consent under applicable law.

(j) Initials and Amount Verification Condition. Prior to the entry of the final transaction amount on the Merchant Terminal and during the scanning or entry of items at the billing counter, the Merchant's employee, or the Merchant Terminal itself (whether by audio announcement, visual display on the Merchant Terminal screen, or both), shall have called out or displayed to the User: (i) the User's initials as recorded on the Facial Authentication Profile and displayed on the Merchant Terminal; and (ii) the total or running amount that the User is about to be billed for the goods or services presented. Audio Recording of Call‑Out. During the call‑out or display described in this Condition (j), the Merchant Terminal shall contemporaneously record the audio of the call‑out — whether generated by the Merchant Terminal's text‑to‑speech functionality (in which case the audio recording logs, including the timestamped TTS output, the exact text rendered, and the voice synthesis parameters employed, shall be preserved as Server Records) or spoken aloud by the Merchant's employee (in which case the ambient audio recording captured by the Merchant Terminal's microphone shall be preserved as a Server Record). This audio recording serves to create an immutable, temporally‑sequenced audit trail that: (A) captures the precise moment at which the User's initials and the transaction amount were communicated in the User's physical presence; (B) enables independent verification that the amount and initials announced match the amount entered and the profile selected on the Merchant Terminal; and (C) provides a contemporaneous record suitable for establishing an immutable audit trail that links the specific transaction amount, the User's identity, and the User's contextual consent. The User, by remaining physically present at the billing counter and not objecting, withdrawing from the transaction, or otherwise communicating dissent following such call‑out or display, is deemed to have confirmed: (A) that the User's identity (as represented by the displayed initials) is correctly associated with the transaction in progress; (B) that the amount being entered corresponds to the goods or services the User has selected and presented; and (C) that the User consents to the entry of that amount on the Merchant Terminal for the purpose of initiating a LookPay Transaction under the Authorisation Protocol.

11.3.3. Objective Verifiability. The User expressly acknowledges and agrees that the satisfaction or non‑satisfaction of each Authorisation Condition is objectively verifiable through the Server Records maintained by LookPay in the ordinary course of its business, as further described in Article 24B, including without limitation: Proximity Check‑In event logs, Merchant Terminal event logs, LookPay Transaction records, Facial Authentication Profile display logs, risk‑scoring algorithm outputs, and User Account status records. The User agrees that the Server Records shall constitute prima facie evidence of the satisfaction of the Authorisation Conditions for any given transaction.

11.3.4. Cumulative and Non‑Severable. The Authorisation Conditions are cumulative. The failure of any single Authorisation Condition renders the LookPay Transaction invalid and incapable of being processed by LookPay, regardless of the satisfaction of all other Authorisation Conditions. The User acknowledges that the Authorisation Conditions operate for the User's protection as well as for LookPay's, and that they collectively ensure — to the maximum extent technically and operationally feasible — that no LookPay Transaction can be processed without the User's verified physical presence, the Merchant's visual verification and initials confirmation, the User's transactional conduct including real‑time amount verification, sufficient Instrument Balance, an amount within the Maximum Transaction Value applicable to that Merchant, and the absence of system‑detected risk factors. The Authorisation Conditions serve as the gatekeeping mechanism that validates each LookPay Transaction, ensuring that only those meeting every enumerated condition proceed to execution.

11.4. Contractual Classification of Transactions.

11.4.1. Nature of the Authorisation Protocol. The LookPay proximity checkout model implements a contractual authorisation mechanism under which the User's consent to each deduction of LookPay Instrument Value is established through the layered, cumulative process described in Article 11.2. This mechanism is a proprietary contractual arrangement. It is not a payment service under PSD2 and is not subject to the regulatory requirements of PSD2. The LookPay Instrument operates under the Limited Network Exclusion (Article 3(k)(i) PSD2), and all transactions conducted through the Instrument fall outside the scope of PSD2 and the Electronic Money Directive.

11.4.2. Independence of Consent from Regulatory Classification. The User expressly acknowledges and agrees that:

(a) The legal validity, enforceability, and contractual effectiveness of the User’s consent to each LookPay Transaction — as constituted through the Authorisation Protocol described in Article 11.2, the satisfaction of the Authorisation Conditions described in Article 11.3.2, and the treatment of the transaction on expiry of the Grace Period described in Article 12.4 — are not contingent upon any particular regulatory classification of the underlying transaction.

(b) The User’s consent, as established through the cumulative operation of the provisions of this Article 11, is independently sufficient to satisfy the requirements of applicable contract law, regardless of whether the transaction is classified for regulatory purposes under any label.

(c) In the event that a Regulatory Authority or a court of competent jurisdiction determines that transactions under the Authorisation Protocol do not fall within a particular exclusion, such determination shall not, of itself, invalidate or impair the User’s consent, the Authorisation Protocol, or any LookPay Transaction validly initiated in accordance with the Authorisation Conditions, and the parties shall continue to be bound by the terms of this Agreement.

11.4.3. User’s Agreement to Cooperate. The User agrees to cooperate reasonably and in good faith with LookPay in the event that a Regulatory Authority requires or requests additional information, documentation, or evidence concerning the Authorisation Protocol, the operation of the LookPay Instrument, or the satisfaction of the Authorisation Conditions.

11.5. Biometric Authentication at Account Creation and Loading. The User acknowledges and agrees that:

(a) At the time of Account creation, the User provides a biometric confirmation (fingerprint or facial scan) as the User’s binding electronic acceptance of the Authorisation Protocol. This biometric confirmation applies three independent authentication elements: (i) possession — the User’s registered and device-bound User Device; (ii) inherence — the biometric confirmation (fingerprint or facial scan) provided by the User through the App; and (iii) knowledge — the User’s Account password or PIN entered during the initial login session. The User expressly acknowledges that this biometric confirmation is a contractual security measure and is not a Strong Customer Authentication event under PSD2, because the LookPay Instrument is excluded from the scope of PSD2.

(b) Each subsequent top‑up of the Instrument Balance requires a further, independent authentication procedure applied by the Funding Provider directly to the underlying funding source (a debit or credit card, or an account accessed by open banking payment initiation) on that Funding Provider’s own banking rails. Each such authentication event is a separate payment transaction between the User and the User’s card issuer or account provider, governed by that provider’s terms and conditions. LookPay does not participate in, control, or assume any responsibility for the authentication procedure applied by the Funding Provider to any top‑up transaction. The successful completion of a top‑up confirms the availability of funds in the Instrument Balance but does not re‑execute, renew, or re‑establish the Authorisation Protocol, which was executed once at the time of Account creation and remains in force until revoked by the User.

(c) Having provided biometric confirmation at Account creation (Stage One) — being the critical juncture at which the User executed the Authorisation Protocol — no further biometric verification is required at the point of each individual transaction. The User's consent to each transaction is instead constituted through: (i) the distributed consent architecture described in Article 11.2; (ii) the concurrent satisfaction of all Authorisation Conditions described in Article 11.3.2 (including, for the avoidance of doubt, the Initials and Amount Verification Condition at Article 11.3.2(j)); and (iii) the post‑transaction acceptance or dispute mechanism described in Articles 11.7 and 12. Audio Recording as Audit Trail. The User expressly acknowledges and agrees that the audio recording of the initials and amount call‑out, as captured by the Merchant Terminal under Article 11.3.2(j), serves to create an immutable audit trail linking the specific transaction amount and the User's identity (by initials) to the User's contextual consent. The audio recording creates a contemporaneous, immutable record that the amount communicated in the User's presence matches the amount entered on the Merchant Terminal and that the User, by their conduct, consented to that specific amount for that specific transaction.

(d) The User's rights under applicable Irish and EU consumer protection law, including the right to pursue complaints through LookPay's internal complaints procedure (Article 34.2), are unaffected by this Agreement.

(e) Voluntary Consumer Safeguard. The User expressly acknowledges and agrees that the LookPay Integrity Engine and the Dynamic Risk Threshold are voluntary consumer safeguards provided by LookPay at its own cost and initiative. They exceed any contractual or statutory minimum. LookPay may modify, suspend, or discontinue any aspect of the Integrity Engine in accordance with Article 32, provided that any such modification does not materially reduce the level of consumer protection afforded to the User.

11.6. The LookPay Integrity Engine — Dynamic Risk Threshold and Biometric Verification Intervention.

11.6.1. Establishment and Purpose. LookPay has implemented a proprietary automated risk‑screening system known as the LookPay Integrity Engine ("the Integrity Engine"). The Integrity Engine employs advanced artificial intelligence and machine learning (AI/ML) algorithms to analyse, score, and screen every LookPay Transaction in real time. The purpose of the Integrity Engine is to detect transactions that fall outside the User's established behavioural and financial baseline and to intervene — by requiring fresh biometric confirmation — before any abnormal or potentially erroneous deduction can be processed. The Integrity Engine is a mandatory, non‑discretionary component of the LookPay proximity checkout ecosystem and operates as a binding consumer safeguard for every transaction, whether the transaction amount is large or small.

11.6.2. Dynamic Risk Threshold. The Integrity Engine applies a multi‑factorial, dynamically adjusting risk threshold (the "Dynamic Risk Threshold") to each LookPay Transaction. The factors taken into account by the Integrity Engine in setting and applying the Dynamic Risk Threshold include, without limitation:

(a) NACE‑Code Merchant Category Analysis. The statistical deviation of the transaction amount from the User's historical spend pattern within the same NACE (Statistical Classification of Economic Activities in the European Community) code merchant category. The Integrity Engine maintains a rolling baseline of the User's typical transaction amounts at merchants classified under each relevant NACE code and flags any LookPay Transaction where the amount exceeds a statistically significant threshold above that baseline.

(b) Merchant‑Specific Historical Baseline. The deviation of the transaction amount from the User's own historical average transaction amount at that specific Merchant (where the User has transacted at that Merchant on prior occasions), or, where the User has no prior transaction history with that Merchant, from the average transaction amount of the User's demographic cohort at merchants of a similar type, size, and location.

(c) Geographical Velocity. The time elapsed since the User's immediately preceding transaction at a different geographical location, analysed in conjunction with the physical distance between the two locations. Where a LookPay Transaction is initiated at a geographical distance from the User's immediately preceding transaction that, in the Integrity Engine's assessment, could not reasonably have been traversed within the elapsed time (indicating a potential cloned device, credential compromise, or spoofed Proximity Check‑In), the Dynamic Risk Threshold shall be deemed to have been exceeded.

(d) Transaction Frequency Anomalies. The frequency of LookPay Transactions initiated on the User's Account within a rolling time window. Where the number of LookPay Transactions within a defined period (such as one hour, six hours, or twenty‑four hours) exceeds a statistical threshold derived from the User's historical transaction frequency, the Integrity Engine may treat the excess frequency as a risk indicator.

(e) Amount Deviation from User's Statistical Norm. The ratio of the transaction amount to the User's median and mean transaction amounts across all historical transactions, weighted by recency. Where a LookPay Transaction exceeds a multiplier of the User's typical transaction amount (such as three times the User's median transaction amount), the Integrity Engine shall escalate the risk score.

(f) Additional Risk Indicators. Such other factors, indicators, signals, or data points as the Integrity Engine may from time to time be configured to take into account, including but not limited to: time‑of‑day analysis, day‑of‑week analysis, Merchant Terminal integrity signals, simultaneous Proximity Check‑Ins from the same Account at different locations, abnormal latency in the transaction flow, and inputs from external fraud databases, sanctions lists, and law enforcement intelligence feeds.

(g) Pre‑Authorisation Amount Verification (Soft Intervention). Where the Integrity Engine determines that a LookPay Transaction exceeds the Dynamic Risk Threshold under any of the factors set out in Articles 11.6.2(a) through 11.6.2(f) but the degree of deviation is marginal, or where the Integrity Engine assesses that additional contextual verification could resolve the risk flag without requiring full biometric verification, the Integrity Engine may, in its discretion, apply a soft intervention before escalating to mandatory biometric verification under Article 11.6.3. Under this soft intervention, LookPay shall dispatch a pre‑authorisation notification to the User's Device (such as a prompt to confirm the User's exact location, to verify their identity through a lightweight device‑based check, or to confirm that they are currently present at the identified Merchant's premises and intend to authorise the specific amount). Where the User responds to the pre‑authorisation notification to the Integrity Engine's satisfaction, the Integrity Engine may: (i) reduce the risk score for that LookPay Transaction below the Dynamic Risk Threshold; (ii) permit the LookPay Transaction to proceed without requiring fresh biometric verification under Article 11.6.3; and (iii) record the soft intervention as a verified risk event in the Server Records. Where the User fails to respond, or where the response does not resolve the risk flag to the Integrity Engine's satisfaction, the Integrity Engine shall escalate the LookPay Transaction to mandatory biometric verification intervention under Article 11.6.3.

The factors, weights, thresholds, and algorithms employed by the Integrity Engine are confidential trade secrets of LookPay and may be adjusted, updated, refined, or reconfigured by LookPay from time to time in its sole discretion to improve accuracy, reduce false positives, and respond to emerging fraud patterns, without prior notice to the User, provided that any such adjustment shall not materially reduce the level of consumer protection afforded by this Article 11.6.

11.6.3. Mandatory Biometric Verification Intervention Where Dynamic Risk Threshold Is Exceeded. Where the Integrity Engine determines, in its reasonable assessment based on the factors described in Article 11.6.2, that a LookPay Transaction exceeds the Dynamic Risk Threshold, the following consequences shall apply automatically and mandatorily:

(a) Suspension of the Authorisation Protocol for That Transaction. The Authorisation Protocol shall be automatically suspended in respect of that specific LookPay Transaction only. LookPay shall not process the deduction unless and until the User provides fresh biometric confirmation in accordance with Article 11.6.3(b).

(b) Mandatory Biometric Authentication (Passkey / Biometric). LookPay shall prompt the User, via the App, to provide fresh biometric confirmation (fingerprint, facial scan, or passkey) before the LookPay Transaction may proceed. This biometric confirmation constitutes the User's explicit, transaction‑specific, and contemporaneous authorisation for that individual LookPay Transaction.

(c) Notification. LookPay shall dispatch a notification to the User's Device explaining that the Integrity Engine has flagged the transaction and that biometric confirmation is required to proceed. The notification shall include the Merchant name, location, and the amount of the flagged LookPay Transaction.

(d) Grace Period Unaffected. For the avoidance of doubt, the Grace Period under Article 12 shall continue to apply to any LookPay Transaction that proceeds following the User's provision of biometric verification under this Article 11.6.3, and the User's right to dispute within the Grace Period is unaffected by the Integrity Engine's intervention.

(e) Decline Where Biometric Confirmation Not Provided. If the User does not provide the required biometric confirmation within a reasonable period (as determined by LookPay in its sole discretion, having regard to the operational context at the point of sale), the LookPay Transaction shall be declined in its entirety and shall not be routed to LookPay for execution. No partial hold shall be placed on the Instrument Balance in respect of a declined LookPay Transaction.

11.6.4. Relationship with Other Biometric Events. The mandatory biometric verification intervention under Article 11.6.3 is distinct from, and operates in addition to: (a) the biometric authentication event at Account creation under Article 11.2(a) by which the Authorisation Protocol was originally executed; and (b) any ancillary biometric verification that LookPay may request. The biometric authentication event under Article 11.6.3 is a transaction‑specific, contemporaneous biometric authentication event required because the Integrity Engine has determined that the transaction's risk profile warrants fresh authentication.

11.6.5. Contractual Safeguard Characterisation. The User expressly acknowledges and agrees that the LookPay Integrity Engine and the Dynamic Risk Threshold are designed and operated for the User's protection as well as for LookPay's. The User agrees that the Integrity Engine's intervention does not give rise to any right of action, claim, or demand against LookPay, whether in contract, tort, or otherwise, and that LookPay's sole obligation is to operate the Integrity Engine using reasonable skill and care on a commercially reasonable efforts basis, without any guarantee that every anomalous transaction will be detected or that every legitimate transaction will pass the Dynamic Risk Threshold without requiring fresh biometric confirmation.

11.7. Critical Transaction Alert and Processing. Immediately upon the Merchant's entry of the amount on the Merchant Terminal and the successful validation of all Authorisation Conditions, LookPay's backend infrastructure shall: (i) dispatch a Critical Transaction Alert to the User's Device notifying the User that a LookPay Transaction has been initiated by the Merchant under the Authorisation Protocol; and (ii) place a hold on the corresponding amount in the User's Instrument Balance pending the expiry of the Grace Period. The Critical Transaction Alert shall contain the following information, to the extent technically feasible and available to LookPay at the time of dispatch:

(a) the Merchant's trading name;
(b) the Merchant's location (address, branch identifier, or premises description);
(c) the precise amount of the hold in the denominated currency;
(d) the date and time at which the LookPay Transaction was initiated;
(e) the duration of the applicable Grace Period and the date and time at which the Grace Period will expire; and
(f) a clear indication of the mechanism by which the User may initiate a formal dispute within the Grace Period.

The User is not required to take any action in response to the Critical Transaction Alert; the hold shall proceed automatically. The failure of the User to receive the Critical Transaction Alert due to network conditions, device battery depletion, notification settings, Do Not Disturb mode, device storage limitations, or any other factor outside LookPay's reasonable control shall not affect the validity of the LookPay Transaction, provided that all Authorisation Conditions were satisfied at the time of initiation and the Instrument Balance hold has been placed.

11.8. Merchant Integrity, Due Diligence, and Abuse Offloading. LookPay conducts risk‑based due diligence on all Merchants prior to onboarding and on an ongoing basis throughout the Merchant relationship. LookPay reserves the right, exercisable at its sole discretion, to suspend or permanently terminate any Merchant found to be misusing the LookPay platform, including without limitation where a Merchant:

(a) enters a fraudulent, inflated, incorrect, or duplicate transaction amount, or enters an amount exceeding the Maximum Transaction Value applicable to that Merchant;
(b) selects a Facial Authentication Profile that does not correspond to the natural person physically present at the billing counter;
(c) processes transactions outside the Merchant's approved business category, trading location, or operating hours;
(d) engages in identity spoofing, collusion with any User or third party, systemic overcharging, or any form of payment fraud;
(e) fails to comply with the visual identification requirements described in Article 11.3.2(d); or
(f) otherwise breaches the terms of the Merchant agreement or any applicable law or regulation.

Where LookPay determines, in its sole discretion, that a Merchant has engaged in any such conduct, LookPay may, without assuming any liability to the User, take remedial action including, but not limited to: (i) reversing a hold during the Grace Period; (ii) clawing back settled funds from the Merchant's account through the exercise of set‑off rights, reversal rights, or the enforcement of security arrangements established under the Merchant agreement; (iii) suspending or permanently terminating the Merchant's access to the LookPay platform; and (iv) reporting the Merchant to the Garda National Economic Crime Bureau (GNECB), the Data Protection Commission, the Central Bank of Ireland, or any other competent authority. The User acknowledges that LookPay's ability to recover funds from a Merchant after settlement has occurred is necessarily limited, that LookPay's remedial actions are taken against the Merchant and not for the direct benefit of the User, that any clawback or reversal of settled funds is subject to LookPay's operational capability, and that LookPay makes no representation, warranty, or guarantee of recovery of any amount on the User's behalf.

11.8A. Expedited Reversal for Merchant-Acknowledged Errors. Where a LookPay Transaction is disputed by the User during the Grace Period (Article 12) and the relevant Merchant acknowledges, in writing or through the Merchant Terminal interface, that an error has occurred (including but not limited to an incorrect amount, duplicate billing, or a transaction for goods or services not provided), LookPay shall reverse the hold and restore the corresponding LookPay Instrument Value to the User’s Instrument Balance within two (2) business days of the Merchant’s acknowledgement. Where settlement has already occurred at the time of the Merchant’s acknowledgement, LookPay shall use reasonable endeavours to recover the settled funds from the Merchant (including, where applicable, by way of set‑off against sums LookPay owes to that Merchant) and restore the User’s Instrument Balance within five (5) business days, subject to LookPay’s operational capabilities and the Merchant’s compliance. Any restoration under this Article 11.8A is effected solely by way of a credit to the Instrument Balance; no cash, redemption, or payment to the User is made or implied. This Article 11.8A is a voluntary consumer safeguard and does not create any obligation on LookPay to pursue recovery from a Merchant who fails to honour an acknowledged error.

PART E: THE GRACE PERIOD, DISPUTE RESOLUTION, AND FINAL SETTLEMENT

ARTICLE 12 — PENDING HOLD AND REVOCATION GRACE PERIOD

12.1. Immediate Hold. Upon validation of all Authorisation Conditions and dispatch of the Critical Transaction Alert in accordance with Article 11.7, LookPay shall immediately place a hold on the corresponding amount in the User’s Instrument Balance. This amount shall be excluded from the User’s available spending entitlement and unavailable for any other transaction while the hold is active. The hold is an entry in LookPay’s own ledger only. It does not constitute, create, or reflect any trust, charge, lien, pledge, or proprietary interest in any funds held by LookPay or by any third party.

12.2. Grace Period Commencement and Duration. The Revocation Grace Period shall commence at the exact moment the Critical Transaction Alert is dispatched. The duration of the Grace Period shall be a period specified within the App for each transaction, falling strictly between five (5) and twelve (12) hours. The User may view the expiry time in the transaction details screen.

12.3. Right to Dispute. During the Grace Period, the User may, through the App, initiate a formal dispute by selecting the relevant transaction and providing a reason (e.g., incorrect amount, duplicate billing, goods not received). Upon initiation of a dispute, the hold shall remain in place, but the automatic payment to the Merchant shall be halted pending an investigation by LookPay. LookPay will review the circumstances, consult with the Merchant and the User as necessary, and make a determination, in its reasonable discretion, either to release the hold and restore the User’s available spending entitlement, or to proceed in accordance with Article 13.1. LookPay will communicate the outcome to the User, together with a summary of the reasons for it. The determination is final as a matter of contract, subject only to the User’s rights under applicable law and the redress mechanisms referred to in Article 34.

12.4. Expiry of the Grace Period. If the User does not initiate a dispute within the Grace Period, then, on expiry of that period, the LookPay Transaction shall be treated as accepted by the User for the purposes of this Agreement, and LookPay shall be entitled to proceed in accordance with Article 13.1. Nothing in this Article 12.4 prevents the User from communicating with LookPay about the transaction after the expiry of the Grace Period, and LookPay shall consider any such communication in good faith, in accordance with Article 12.3. The User’s rights under applicable law, including any right that cannot lawfully be excluded, are unaffected by this Article 12.4.

12.5. Determination of Disputes on Objective Evidence. Where the User initiates a dispute under Article 12.3 and LookPay obtains, in the course of its investigation, CCTV footage under Article 10.4(b) or audio recordings under Article 11.3.2(j) that objectively establish: (a) that the User's initials and the transaction amount were announced or displayed at the billing counter in the User's presence; (b) that the User remained present and did not object, withdraw, or communicate dissent; and (c) that the amount announced or displayed matches the amount entered on the Merchant Terminal, LookPay may, in its reasonable discretion, determine the dispute in favour of the Merchant, release the hold, and proceed in accordance with Article 13.1. In reaching any determination under this Article 12.5, LookPay shall:

(a) have regard to all relevant information available to it, including the User's statement provided under Article 12.6;

(b) not draw any adverse inference against the User from the mere absence of CCTV footage or of an audio recording, and shall not rely upon such absence as a ground for determining a dispute against the User; and

(c) where it proposes to determine a dispute against the User by reference to any Server Record, CCTV footage, or audio recording, make the substance of that material available to the User in a form that enables the User to understand the basis of the proposed determination, subject only to such redaction as is necessary to protect the personal data or rights of a third party, or to comply with applicable law or with a lawful direction of a Regulatory Authority or law enforcement agency.

Where LookPay determines a dispute under this Article 12.5, it shall notify the User of the determination and provide a summary of the reasons for it. The User acknowledges that such a determination is final as a matter of contract, subject only to the User's rights under applicable law and the redress mechanisms referred to in Article 34.

12.6. User Co‑operation Obligation in Disputes. Where the User initiates a dispute under Article 12.3, the User shall, within seven (7) calendar days of LookPay's written request, provide a detailed written statement of the User's account of the disputed events, including: (a) the User's recollection of the amount announced or displayed at the billing counter; (b) whether the User heard or saw the call‑out of initials and amount; (c) whether the User raised any objection at the point of sale; and (d) any other facts or circumstances the User considers relevant to the dispute. If the User fails to provide such a statement within the stipulated timeframe, or if the statement provided is materially incomplete, contradictory, or evasive, LookPay shall be entitled to resolve the dispute based solely on the Server Records (including audio recordings and CCTV footage) in its possession, without drawing any adverse inference against LookPay or the Merchant by reason of the User's non‑co‑operation. The User acknowledges that this co‑operation obligation is proportionate and necessary to enable LookPay to conduct a fair and expeditious investigation within the operational constraints of the Grace Period mechanism.

ARTICLE 13 — IRREVOCABLE SETTLEMENT AND POST‑SETTLEMENT DISPUTES

13.1. Capture. Upon expiration of the Grace Period without a dispute, the LookPay Transaction shall be deemed authorised. LookPay shall immediately release the hold from the User’s Instrument Balance and shall pay the corresponding sum to the Merchant out of LookPay’s own funds, in accordance with the Direct Commercial Agreement between LookPay and that Merchant. LookPay thereafter generally cannot reverse, recall, or alter the payment once made, and LookPay is not obliged to reverse, recall, or alter it once executed.

13.2. Post‑Settlement Merchant Commercial Disputes. Any grievance relating to the quality, fitness for purpose, safety, or delivery of goods or services, or any claim for a refund on grounds other than an error in the amount displayed, lies exclusively against the Merchant. LookPay shall not act as an intermediary, mediator, or refund processor for post‑settlement disputes, unless it has exercised its discretion under Article 11.8 to pursue a Merchant for fraud. The User acknowledges that LookPay’s responsibility ends with the successful transfer of funds, and all commercial warranties are the sole province of the Merchant.

PART F: PROHIBITED ACTIVITIES, SYSTEM ABUSE, AND SECURITY

ARTICLE 14 — ACCEPTABLE USE AND PROHIBITED CONDUCT

14.1. Prohibited Conduct. The User shall use the Services solely for lawful, personal, consumer transactions and shall not, under any circumstances, directly or indirectly:
(a) Violate any applicable local, national, or international law, statute, ordinance, or regulation.
(b) Use the Services for any activity related to money laundering, terrorist financing, tax evasion, or sanctions circumvention.
(c) Upload a Facial Authentication Profile that depicts any person other than the User, or that is digitally altered, AI‑generated, or otherwise inaccurate.
(d) Attempt to spoof, simulate, or manipulate the Proximity Check‑In by using GPS spoofing applications, virtual private networks (VPNs) intended to obscure location, Bluetooth relay attacks, signal amplification, or any other technique to falsely indicate physical presence.
(e) Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, proprietary protocols, or cryptographic logic of the App, Merchant Terminal software, or backend services.
(f) Use any automated system, bot, scraper, or macro to interact with the Services.
(g) Interfere with or disrupt the integrity or performance of the Services, servers, or networks connected to the Services.
(h) Use the Instrument Balance to facilitate transactions involving unlicensed gambling, adult entertainment, unregistered cryptocurrency exchanges, weapons, narcotics, or any goods or services prohibited by the Acceptable Use Policy.
(i) Create multiple accounts for the purpose of circumventing limits, sanctions, or account restrictions.
(j) Allow any third party to use their Account or Facial Authentication Profile to conduct transactions.

ARTICLE 15 — DEVICE INTEGRITY AND GROSS NEGLIGENCE

15.1. Absolute User Responsibility. The security architecture of LookPay relies upon the untampered integrity of the User Device. The User accepts absolute, non‑delegable responsibility for maintaining the physical and digital security of the User Device.

15.2. Definition of Gross Negligence. For the purposes of this Agreement, and consistent with applicable Irish law on liability for unauthorised transactions, the User shall be fully liable for all unauthorised transactions where such transactions arise from the User’s gross negligence. The following acts or omissions shall, without limitation, be deemed to constitute gross negligence:
(a) Disabling the device’s screen lock, PIN, password, or biometric authentication entirely, or configuring it in a manner that allows easy bypass.
(b) Enrolling the biometrics (fingerprint, face) of any third party onto the User Device.
(c) Using the App on a device that has been “rooted”, “jailbroken”, or otherwise modified to override manufacturer security protections or operating system integrity checks.
(d) Failing to notify LookPay of the loss or theft of the User Device within 24 hours of discovery.
(e) Intentionally ignoring the Critical Transaction Alert, where the User had a reasonable opportunity to view it and failed to dispute an obviously incorrect amount.
(f) Writing down or sharing login credentials or device passcodes with any third party.

15.3. Exclusion of Reversal or Reimbursement. Where an unauthorised payment transaction occurs as a direct or indirect result of the User’s gross negligence, the User shall bear all losses incurred, and LookPay shall be under no obligation to provide a refund, reversal, or reimbursement.

ARTICLE 16 — SANCTIONS AND EXPORT CONTROL

16.1. Sanctions Compliance Representation. The User represents that they are not a resident of or located in a jurisdiction that is subject to comprehensive territorial sanctions by the European Union, the United Nations, the United States, or the United Kingdom. The User further warrants that they are not an individual or entity listed on any prohibited or restricted parties list. LookPay reserves the right to block transactions to and from such jurisdictions and to suspend or terminate Accounts without prior notice where sanctions compliance so requires.

PART G: LIMITATION OF LIABILITY, DISCLAIMERS, AND INDEMNIFICATION

ARTICLE 17 — NO FINANCIAL ADVICE AND SERVICE “AS IS”

17.1. No Advice. LookPay provides a technology‑only proximity checkout interface. Nothing in the App, communications, or documentation constitutes banking, investment, legal, tax, or financial advice.

17.2. “As Is” Basis. Subject only to the mandatory statutory warranties under the Irish Consumer Rights Act 2022 (concerning digital services supplied with reasonable skill and care), the Services are provided on an “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS” basis. LookPay disclaims all implied warranties of merchantability, fitness for a particular purpose, and non‑infringement to the fullest extent permitted by law.

ARTICLE 17A — SERVICE AVAILABILITY AND NO UPTIME GUARANTEE

17A.1. No Availability Warranty. The User expressly acknowledges and agrees that LookPay does not, and cannot, guarantee the continuous, uninterrupted, secure, timely, or error‑free operation of the App, the Merchant Terminal network, the backend infrastructure, the Proximity Check‑In mechanism, the Critical Transaction Alert delivery system, or any other component of the Services. The Services are provided on a commercially reasonable efforts basis only. Without limiting the generality of the foregoing, no representation, warranty, or undertaking is given by LookPay as to any specific uptime percentage, latency threshold, response time, throughput rate, error rate, mean time to recovery, or any other quantitative or qualitative metric of service performance, and the User expressly disclaims any reliance upon any such representation, warranty, or undertaking.

17A.2. Scheduled and Unscheduled Downtime. LookPay may, from time to time and without prior notice to the User, suspend, interrupt, or limit access to the Services, in whole or in part, for any of the following purposes: (a) scheduled or routine maintenance, upgrades, or configuration changes; (b) emergency maintenance, including the deployment of critical security patches, zero‑day vulnerability mitigations, or fixes for service‑affecting defects; (c) hardware or software repairs, replacements, or infrastructure migrations; (d) response to an actual or reasonably suspected security incident, data breach, or cyber‑attack; or (e) compliance with a direction, order, or request from a Regulatory Authority, law enforcement agency, or any other competent authority. LookPay shall use reasonable commercial endeavours: (i) to schedule planned maintenance during periods of historically low platform usage; and (ii) where operationally feasible and the maintenance window is expected to exceed sixty (60) continuous minutes, to provide advance in‑app notification or email notification to affected Users. However, the User acknowledges and irrevocably accepts that critical security patches, zero‑day vulnerability mitigations, and emergency infrastructure repairs may be deployed instantaneously and without any prior notification whatsoever, and that LookPay shall bear no liability for any loss, damage, or inconvenience arising from or contributed to by such emergency measures.

17A.3. Third‑Party Infrastructure Dependency. The User acknowledges that the availability, performance, reliability, and security of the Services are materially and unavoidably dependent upon a complex ecosystem of third‑party infrastructure, platforms, networks, and services over which LookPay exercises no direct operational control and for which LookPay assumes no responsibility. Such third‑party dependencies include, without limitation: (a) the payment processing platforms, banking and account infrastructure, cloud hosting and ledger systems, and customer authentication systems on which LookPay relies; (b) cloud hosting, infrastructure‑as‑a‑service, and platform‑as‑a‑service providers (including, as applicable, Amazon Web Services, Microsoft Azure, Google Cloud Platform, or any successor, replacement, or alternative provider); (c) mobile network operators, internet service providers, content delivery networks, and domain name system (DNS) providers; (d) the Global Positioning System (GPS) satellite constellation and any ground‑based augmentation systems, the availability and accuracy of which are controlled by government agencies and are subject to degradation, selective availability, or denial of service; (e) Bluetooth and Wi‑Fi spectrum integrity, which is subject to interference, congestion, and regulation by national spectrum authorities; and (f) the Apple App Store and Google Play Store distribution platforms. LookPay shall not be liable for any interruption, degradation, suspension, delay, or unavailability of the Services arising from or materially contributed to by the failure, outage, degradation, unavailability, or discontinuance of any such third‑party infrastructure, platform, network, or service, regardless of whether such failure was foreseeable, and regardless of whether LookPay had been advised of the possibility of such failure.

17A.4. No Service Level Agreement or Service Credits. For the avoidance of doubt and without limiting any other provision of this Agreement, this Agreement does not constitute, include, or incorporate a Service Level Agreement (SLA), and no provision of this Agreement shall be construed as an undertaking, warranty, or guarantee of any particular service level, availability target, or performance standard. No refunds, service credits, liquidated damages, account credits, or other compensation of any kind shall be payable by LookPay to the User, or to any other person, on account of any period of unavailability, degradation, interruption, or delay in the Services, howsoever caused, whether within LookPay's reasonable control or otherwise, save only to the extent that: (a) such unavailability directly and proximately causes a financial loss to the User; (b) such loss is recoverable under Article 19 of this Agreement; and (c) such loss is not otherwise excluded or limited by any other provision of this Agreement or by applicable law.

17A.5. Regulatory and Partner‑Imposed Outages. Where LookPay suspends, restricts, limits, or terminates the underlying Instrument Balance infrastructure, the LookPay Instrument Value issuance programme, or the payment processing platform: (a) at the direction, request, or requirement of a Regulatory Authority; (b) as required by applicable law or regulation; (c) in response to an actual or reasonably suspected breach of AML/CTF obligations; (d) in response to a sanctions screening alert or a law enforcement request; or (e) in the exercise of its own risk management, compliance, or commercial judgement, LookPay shall not be liable to the User for any resulting unavailability, interruption, or degradation of the Services. The User acknowledges that any such suspension, restriction, limitation, or termination may be implemented by LookPay itself or by a third‑party service provider or commercial partner on which LookPay relies, and that LookPay exercises no direction, control, or influence over the operational, risk management, or compliance decisions of any such third party. The User’s sole remedy in respect of any loss arising from such an outage lies against LookPay under this Agreement, and no third party shall have any liability to the User in respect of it.

ARTICLE 18 — SPECIFIC DISCLAIMERS RELATING TO TECHNOLOGY

18.1. Volatility of Wireless Technologies. The User acknowledges that the Proximity Check‑In and related processes depend on inherently volatile environmental factors. LookPay does not warrant that the Services will function correctly or without interruption in all physical environments. The following circumstances are illustrative of situations for which LookPay disclaims all liability:
(a) The failure of a Proximity Check‑In due to radio interference, structural building materials (e.g., concrete, metal), device casings, or other attenuation factors.
(b) The failure of the Critical Transaction Alert to be delivered or received due to poor mobile network coverage, Wi‑Fi interruption, battery depletion, or the User having disabled notifications.
(c) Merchant Terminal malfunctions, including screen failure, software crashes, or local network outages that prevent profile display or amount entry.
(d) Any inaccuracy in the GPS or location services of the User Device, leading to delayed or missed Check‑Ins.

18.2. No Liability for Merchant Errors. LookPay shall not be liable for any direct or indirect loss arising from the Merchant’s erroneous entry of an amount, including typographical mistakes, duplicate billing, or any other input error, except where the User has initiated a dispute within the Grace Period and LookPay, where reasonably necessary, is able to recover funds. The User’s sole remedy for a Merchant’s pricing error is the Grace Period dispute process.

18.3. Device Battery and Connectivity. The User is responsible for ensuring the User Device is adequately charged and connected to the internet. LookPay is not responsible for any transaction failure or loss resulting from a dead battery or loss of connectivity.

18.4. No Liability for Merchant Terminal Audio Recording Failure. The User acknowledges and agrees that the audio recording functionality described in Article 11.3.2(j) and Article 10.4(a) is an evidentiary enhancement and dispute‑resolution safeguard only. Where the audio recording fails, is incomplete, corrupted, degraded, or otherwise unavailable — whether due to a technical fault at the Merchant Terminal (including microphone malfunction, storage capacity exhaustion, power interruption, software error, network connectivity failure, or text‑to‑speech engine error), or due to environmental factors (including ambient noise, acoustic interference, multiple simultaneous conversations, or the physical distance of the User from the Merchant Terminal's microphone) — such failure or unavailability shall not: (a) invalidate or otherwise affect the validity of any LookPay Transaction, provided that all Authorisation Conditions under Article 11.3.2 were satisfied at the time of initiation; (b) give rise to any liability on the part of LookPay to the User or to any third party; (c) create any presumption or inference in favour of the User, or against the User, in any dispute, investigation, or proceeding; or (d) affect the operation of Article 12.4 (Expiry of the Grace Period) or the application of any other provision of this Agreement. The User's sole remedy in respect of an unavailable or incomplete audio recording is to rely upon other Server Records (including CCTV footage, Proximity Check‑In logs, and Merchant Terminal event logs) and the Grace Period dispute mechanism, subject to Article 12.5.

ARTICLE 18A — BETA AND EXPERIMENTAL FEATURES

18A.1. Definition and Designation of Beta Features. LookPay may, from time to time and at its sole and absolute discretion, develop, offer, and make available to selected Users or to all Users certain features, functionalities, modules, interfaces, tools, or services that are designated, labelled, or otherwise identified as "beta", "alpha", "experimental", "pilot", "early access", "preview", "labs", "trial", or by any other term or designation that indicates that the feature is in a testing, evaluation, or pre‑production phase (collectively, "Beta Features"). Beta Features are, by their very nature, at an early stage of development and have not undergone, and are not expected to have undergone, the full suite of quality assurance testing, security auditing, penetration testing, performance benchmarking, regulatory compliance verification, or accessibility assessment that LookPay applies to features released for general availability. The designation of a feature as a Beta Feature may be communicated to the User through the App interface, release notes, in‑app notifications, or other communications, and the User's decision to use, activate, or enable any Beta Feature shall constitute the User's acknowledgement of and agreement to the terms of this Article 18A.

18A.2. No Representation, Warranty, or Undertaking. Beta Features are provided strictly on an "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS" basis. To the fullest extent permitted by applicable law, LookPay disclaims, and the User waives reliance upon, any and all representations, warranties, conditions, guarantees, and undertakings, whether express, implied, statutory, or otherwise, with respect to Beta Features, including without limitation any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, non‑infringement, title, quiet enjoyment, security, reliability, accuracy, completeness, interoperability, compatibility, error‑free operation, or freedom from viruses, malware, or other harmful code. The User expressly acknowledges and agrees that Beta Features: (a) may contain defects, errors, bugs, vulnerabilities, design flaws, or other deficiencies that could result in data loss, data corruption, transaction failure, incorrect transaction amounts, Account lockout, unauthorised access to or exposure of personal data, depletion of Instrument Balances, or other adverse consequences to the User; (b) may not operate in the manner described in any documentation, release notes, or marketing materials; and (c) may not be supported by LookPay's customer support team, or may be supported only on a limited or best‑efforts basis.

18A.3. Assumption of All Risk. The User's decision to install, activate, enable, access, or use any Beta Feature is entirely voluntary and is undertaken by the User at their own sole and exclusive risk. The User assumes, to the fullest extent permitted by law, all risks of any nature whatsoever associated with the use of, reliance upon, or exposure to any Beta Feature, including without limitation: (a) the risk of financial loss, including the loss of LookPay Instrument Value balances or the execution of unintended or erroneous payment transactions; (b) the risk of loss, corruption, or exposure of personal data; (c) the risk of Account suspension, lockout, or termination; (d) the risk of device instability, battery drain, or interference with other applications; and (e) the risk of any other loss, damage, liability, cost, or expense of any kind. The User agrees that LookPay shall have no liability whatsoever, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise, for any loss, damage, claim, cost, or expense of any kind arising from or connected to the User's installation, activation, use of, reliance upon, or inability to use any Beta Feature. The User waives, renounces, and abandons, to the fullest extent permitted by applicable law, any and all claims, demands, actions, and causes of action against LookPay arising from or connected to Beta Features.

18A.4. Modification, Suspension, and Withdrawal. Without limiting any other provision of this Agreement, LookPay reserves the absolute, unfettered, and unconditional right, exercisable at any time and without prior notice to the User, to: (a) modify, alter, enhance, or change the functionality, user interface, performance characteristics, or behaviour of any Beta Feature; (b) suspend or discontinue the availability of any Beta Feature, whether temporarily or permanently; (c) withdraw or terminate any Beta Feature without promoting it to general release; (d) impose conditions, restrictions, or limitations on access to or use of any Beta Feature; or (e) convert a Beta Feature into a paid feature or service, subject to providing notice in accordance with Article 32. No User shall acquire any right, title, interest, entitlement, or legitimate expectation of continued access to any Beta Feature, and LookPay shall have no liability for any loss, damage, or inconvenience arising from the modification, suspension, withdrawal, or conversion of any Beta Feature.

18A.5. Confidentiality Obligations in Respect of Beta Features. Unless expressly authorised in advance and in writing by LookPay, the User shall not, and shall not permit or assist any third party to: (a) disclose, describe, demonstrate, showcase, or otherwise reveal the existence, functionality, features, design, or performance of any Beta Feature to any third party; (b) capture, create, or disseminate screenshots, screen recordings, video demonstrations, audio recordings, or any other reproduction or depiction of any Beta Feature; (c) publish, post, or communicate any review, commentary, benchmark, comparison, or critique of any Beta Feature on any website, blog, forum, social media platform, app store, or any other public or semi‑public medium; or (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, protocols, data structures, or design of any Beta Feature. The User acknowledges and agrees that Beta Features embody and contain confidential, proprietary, and commercially sensitive trade secrets and know‑how of LookPay, and that any unauthorised disclosure, use, or reproduction of a Beta Feature would cause LookPay immediate, substantial, and irreparable harm for which monetary damages would be an inadequate remedy. The User agrees that LookPay shall be entitled to seek and obtain, without the necessity of proving actual damage or posting any bond or other security, injunctive relief (including interim, interlocutory, and permanent injunctions) from any court of competent jurisdiction to restrain any actual or threatened breach of this Article 18A.5.

18A.6. Regulatory Sandbox and Restricted Authorisation. Where a Beta Feature involves: (a) the processing, transmission, or holding of payment transactions or LookPay Instrument Value in a manner, or on terms, that differ materially from the fully regulated Services; (b) the collection, processing, or use of biometric data (including facial recognition data) for purposes beyond those described in Article 10; (c) the use of novel technologies, algorithms, or protocols that have not yet been assessed, approved, or authorised by the Central Bank of Ireland or any other competent Regulatory Authority; or (d) any other activity that may fall within a regulatory sandbox, innovation hub, restricted authorisation, or similar framework operated by a Regulatory Authority, LookPay shall, prior to the User's participation in the Beta Feature, clearly and prominently disclose to the User: (i) that the Beta Feature operates, in whole or in part, under a regulatory sandbox or restricted authorisation framework; (ii) the identity of the Regulatory Authority overseeing the sandbox or restricted authorisation; (iii) any material differences in the regulatory protections, safeguards, or redress mechanisms applicable to the Beta Feature as compared with the fully regulated Services; and (iv) any specific risks, limitations, or conditions imposed by the Regulatory Authority on the operation of the Beta Feature. The User's decision to participate in any such Beta Feature shall constitute the User's informed and voluntary acceptance of the modified regulatory framework and the associated risks.

ARTICLE 19 — LIMITATION OF LIABILITY

19.1. Exclusion of Indirect Damages. To the fullest extent permissible under the laws of Ireland, LookPay, its officers, directors, employees, and agents shall not be liable to the User for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profit, loss of business opportunity, loss of anticipated savings, loss of goodwill, reputational harm, or loss of data, regardless of the legal theory under which such damages are sought, even if LookPay had been advised of the possibility of such damages.

19.2. Aggregate Liability Cap. Subject to Article 19.3, the maximum total aggregate liability of LookPay to the User for any and all claims, actions, or causes of action arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be limited to an amount equal to the greater of (a) the aggregate LookPay Instrument Value recorded in the User’s Instrument Balance at the time the liability arose, or (b) fifty euros (€50.00) except where prohibited by mandatory law. This cap applies collectively to all claims and not on a per‑claim basis.

19.3. Non‑Excludable Liabilities. Nothing in this Agreement shall limit or exclude LookPay’s liability for: (a) death or personal injury caused by LookPay’s proven negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be lawfully excluded or limited under mandatory Irish or EU law.

ARTICLE 19A — PRESERVATION OF STATUTORY CONSUMER RIGHTS

19A.1. Statutory Rights Unaffected. Nothing in this Agreement, whether contained in this Part G (Limitation of Liability, Disclaimers, and Indemnification) or in any other Part, Article, clause, or provision of this Agreement, shall operate, or be construed as operating, to exclude, restrict, limit, modify, or derogate from any right, remedy, guarantee, protection, or entitlement conferred upon the User by any statute, regulation, statutory instrument, directive, or rule of law that, by its terms, cannot lawfully be excluded, restricted, limited, modified, or derogated from by private agreement between the parties. For the avoidance of doubt, the limitations and exclusions of liability, the disclaimers of warranties, and the indemnities contained in this Agreement are intended to apply only to the maximum extent permitted by applicable law, and shall be read down, construed, and applied accordingly.

19A.2. Non‑Derogable Consumer Protections — Illustrative Enumeration. Without limiting the generality of Article 19A.1, the User's mandatory, non‑derogable statutory rights under the following instruments (each as amended, extended, consolidated, replaced, or re‑enacted from time to time, and including all subordinate legislation, regulations, orders, and guidance made or issued thereunder) are expressly preserved and shall prevail over any provision of this Agreement to the extent of any inconsistency:

(a) The Sale of Goods Act 1893 (Ireland) and the Sale of Goods and Supply of Services Act 1980 (Ireland);
(b) The Consumer Rights Act 2022 (Ireland);
(c) The European Union (Consumer Rights) Regulations 2022 (S.I. No. 565 of 2022) (Ireland);
(d) Directive 2011/83/EU of the European Parliament and of the Council on Consumer Rights, as implemented in each Member State of the European Economic Area;

(e) Regulation (EU) 2016/679 of the European Parliament and of the Council (the General Data Protection Regulation, "GDPR") and the Irish Data Protection Acts 1988 to 2018, and in particular Articles 12 to 23 and 77 to 84 thereof concerning the rights of data subjects and the availability of judicial and administrative remedies;
(f) The European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 (S.I. No. 27 of 1995) (Ireland), Council Directive 93/13/EEC on Unfair Terms in Consumer Contracts, and any successor, replacement, or amending legislation;
(g) The European Union (Alternative Dispute Resolution for Consumer Disputes) Regulations 2015 (S.I. No. 343 of 2015) (Ireland) and Directive 2013/11/EU on Alternative Dispute Resolution for Consumer Disputes;
(h) The Liability for Defective Products Act 1991 (Ireland) and Council Directive 85/374/EEC concerning liability for defective products; and
(i) Any other statute, regulation, directive, or rule of law of the Republic of Ireland, the European Union, or the User's Member State of residence (where the User is domiciled in a Member State other than Ireland) that confers mandatory, non‑derogable rights on consumers and that is applicable to this Agreement or to the Services.

19A.3. Rule of Construction in Favour of the Consumer. In the event that any term, clause, provision, or part of this Agreement is found by a court, tribunal, ombudsman, or regulatory authority of competent jurisdiction to be: (a) inconsistent with, or in breach of, any mandatory statutory right, protection, or guarantee of the User as described in Articles 19A.1 and 19A.2; (b) unfair, oppressive, or unbalanced within the meaning of the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 or Council Directive 93/13/EEC; or (c) otherwise unenforceable against the User by operation of mandatory consumer protection law, then: (i) the offending provision shall be enforced, applied, and given effect only to the maximum extent that is consistent with the User's mandatory statutory rights and is lawful and enforceable; (ii) if the offending provision cannot be so read down and is entirely unenforceable against the User, it shall be severed from this Agreement to the minimum extent necessary to eliminate the inconsistency or unenforceability; and (iii) the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way.

19A.4. No Waiver of Statutory Rights. Any provision of this Agreement that might be construed, or that a party might seek to construe, as a waiver, surrender, release, limitation, or restriction of a mandatory statutory right, remedy, protection, or guarantee of the User is, to the extent of such inconsistency, expressly declared to be ineffective, void, and of no legal effect. The User's agreement to be bound by the terms of this Agreement, whether by clicking "Accept", downloading the App, funding the Instrument Balance, using the Services, or by any other means, shall not be construed, and shall not operate, as a waiver, surrender, or limitation of any statutory right, remedy, protection, or guarantee that cannot lawfully be waived, surrendered, or limited by private agreement.

19A.5. Positive Affirmation and Strengthening of the Agreement. LookPay affirmatively acknowledges, respects, and does not seek to undermine, avoid, or circumvent the User's mandatory statutory consumer rights. The inclusion of this Article 19A is intended to strengthen, rather than to weaken, the legal robustness and enforceability of this Agreement by: (a) ensuring that its exclusionary, limiting, and risk‑allocating provisions operate strictly within the boundaries of mandatory consumer protection law; (b) reducing the risk that any provision of this Agreement is found to be unfair, unreasonable, or unenforceable in whole or in part; (c) demonstrating LookPay's good faith and transparency in its dealings with consumer Users; and (d) complying with the Consumer Protection (Regulation of Credit Servicing Firms) Act 2018 and the Central Bank of Ireland's Consumer Protection Code 2012 (as amended), to the extent applicable. The inclusion of this Article 19A does not constitute, and shall not be construed as, an admission by LookPay that any other provision of this Agreement would, in the absence of this Article 19A, be inconsistent with, or infringe upon, the User's statutory rights, and LookPay reserves the right to contend in any proceeding that each provision of this Agreement is fair, reasonable, and fully consistent with applicable consumer protection law.

ARTICLE 20 — INDEMNIFICATION BY THE USER

20.1. Indemnification Obligation. The User agrees to indemnify, defend, and hold harmless LookPay, its affiliates, directors, officers, employees, and agents from and against any and all third‑party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on a solicitor‑and‑own‑client basis) arising directly or indirectly from:
(a) The User’s breach of any representation, warranty, or obligation under this Agreement.
(b) The User’s gross negligence as defined in Article 15.2.
(c) The User’s fraudulent or malicious use of the Services, including uploading a fake Facial Authentication Profile.
(d) Any violation by the User of applicable law, regulation, or third‑party rights.

PART H: INTELLECTUAL PROPERTY, OPEN SOURCE, AND APP STORE TERMS

ARTICLE 21 — OWNERSHIP AND LICENCE GRANT

21.1. Ownership. All right, title, and interest in and to the App, the Merchant Terminal software, the backend infrastructure, the proprietary proximity protocol, the LookPay name and logo, and all related intellectual property are and shall remain the exclusive property of LookPay Limited and its licensors. No rights are granted to the User other than as expressly set out herein.

21.2. Limited Licence. Subject to the User’s strict compliance with this Agreement, LookPay grants the User a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable licence to download and install the App on a User Device that the User owns or controls, solely for the purpose of accessing the Services in the manner intended.

21.3. Open Source Components. Certain components of the App may be subject to open‑source licences. To the extent required by such licences, the terms of those licences will apply to those components instead of this Agreement. LookPay will make the applicable open‑source attributions available within the App or upon request.

ARTICLE 22 — THIRD‑PARTY PLATFORM CONDITIONS (APP STORES)

22.1. App Store Acknowledgment. If the App is downloaded from the Apple App Store or Google Play Store, the User acknowledges that:
(a) This Agreement is concluded between the User and LookPay only, and not with the platform provider.
(b) The platform provider has no obligation to furnish any maintenance or support services with respect to the App.
(c) To the extent of any conflict between the platform provider’s usage rules and this Agreement, the platform provider’s rules shall prevail with respect to the download and use of the App from that store.
(d) The platform provider is a third‑party beneficiary of this Agreement and may enforce the terms relating to the App against the User.

ARTICLE 22A — COPYRIGHT AND INTELLECTUAL PROPERTY COMPLAINTS

22A.1. Respect for Intellectual Property Rights. LookPay respects the intellectual property rights of third parties and requires all Users and Merchants to do the same. It is LookPay's policy to respond promptly to legitimate notices of alleged infringement of copyright, trade marks, design rights, database rights, or any other intellectual property rights (collectively, "IP Rights") occurring on or through the LookPay platform, including without limitation in Facial Authentication Profiles, Merchant trading names and logos, product listings, and any other content displayed on the App or on the Merchant Terminal.

22A.2. Designated Agent for Notification. All notifications of claimed infringement of IP Rights must be submitted in writing to LookPay's designated Intellectual Property Agent at the following address:

Intellectual Property Agent
LookPay Limited
Letterkenny, County Donegal, Ireland
Company registration number: 825958
Email: copyright@lookpay.app

22A.3. Requirements for a Valid Notification of Infringement. To be effective under this Article 22A, a notification of claimed infringement (a "Takedown Notice") must be in writing, addressed to the Intellectual Property Agent, and include substantially all of the following information:

(a) The physical or electronic signature of a person authorised to act on behalf of the owner of the IP Right that is allegedly infringed.
(b) Identification of the IP Right claimed to have been infringed. For copyright claims, this shall include identification of the specific copyrighted work(s) claimed to have been infringed. For trade mark claims, this shall include the trade mark registration number, the jurisdiction of registration, and the class(es) of goods or services. For design right or database right claims, equivalent particulars shall be provided. Where multiple works, marks, or rights are covered by a single Takedown Notice, the complaining party may provide a representative list.
(c) Identification of the material that is claimed to be infringing, or to be the subject of infringing activity, together with information reasonably sufficient to permit LookPay to locate the material on its platform. Such information shall include, where applicable: (i) the initials displayed on the User's Facial Authentication Profile; (ii) the Merchant's trading name as displayed in the App; (iii) a screenshot, time stamp, or other specific reference to the allegedly infringing content; and (iv) any URL, in‑app screen reference, or navigation path that leads to the material.
(d) Information reasonably sufficient to permit LookPay to contact the complaining party, including: (i) the full legal name of the complaining party (or the rights owner, if different); (ii) a postal address; (iii) a telephone number; and (iv) an email address.
(e) A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorised by the IP Rights owner, its agent, or the law.
(f) A statement, made under penalty of perjury, that the information contained in the Takedown Notice is accurate and that the complaining party is authorised to act on behalf of the owner of the IP Right that is allegedly infringed.
(g) Where the Takedown Notice relates to an alleged infringement of copyright in a Member State of the European Union, the complaining party shall additionally comply with any applicable requirements of Article 16 of Directive (EU) 2019/790 (the Directive on Copyright in the Digital Single Market) and any implementing legislation enacted in the relevant Member State.

22A.4. Counter‑Notification by User or Merchant. If a User or Merchant believes in good faith that material they have posted or uploaded has been removed or disabled as a result of a mistake or misidentification, the User or Merchant may submit a written counter‑notification (a "Counter‑Notice") to the Intellectual Property Agent. To be effective, a Counter‑Notice must include substantially the following:

(a) The physical or electronic signature of the User or Merchant (or a person authorised to act on their behalf).
(b) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled.
(c) A statement, made under penalty of perjury, that the User or Merchant has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material.
(d) The User's or Merchant's full legal name, postal address, telephone number, and email address.
(e) A statement that the User or Merchant consents to the jurisdiction of the courts of the Republic of Ireland (sitting in Dublin) and that the User or Merchant will accept service of process from the person who provided the original Takedown Notice, or from an agent of that person.

22A.5. Action by LookPay upon Receipt of a Takedown Notice or Counter‑Notice. Upon receipt of a Takedown Notice that substantially complies with the requirements of Article 22A.3, LookPay shall:

(a) Promptly take whatever action it deems appropriate in its sole discretion, which may include, without limitation: (i) removing or disabling access to the allegedly infringing material; (ii) suspending the relevant User Account or Merchant profile pending investigation; (iii) notifying the affected User or Merchant of the removal and providing them with a copy of the Takedown Notice (with the complaining party's contact information redacted where LookPay deems it appropriate); and (iv) in the case of a repeat infringer, terminating the Account in accordance with Article 22A.6.
(b) Where a Counter‑Notice that substantially complies with Article 22A.4 is received, LookPay shall promptly provide a copy of the Counter‑Notice to the original complaining party and shall inform the complaining party that LookPay will restore the removed material, or cease disabling access to it, within not less than ten (10) and not more than fourteen (14) business days, unless the complaining party notifies LookPay that it has filed a court action seeking to restrain the User or Merchant from engaging in the allegedly infringing activity. The decision whether to restore material pending the outcome of any such court action shall be at LookPay's sole discretion.

22A.6. Repeat Infringer Policy. LookPay maintains a policy of terminating, in appropriate circumstances, the Accounts of Users and the profiles of Merchants who are repeat infringers of IP Rights. For the purposes of this Article 22A, a "repeat infringer" means a User or Merchant who has been the subject of two or more valid, substantiated Takedown Notices within any rolling twelve‑month period. LookPay's determination of whether a Takedown Notice is "valid and substantiated" for the purposes of this Article 22A.6 shall be made in LookPay's sole discretion, acting reasonably.

22A.7. Immunity and Indemnification of LookPay. LookPay shall not be liable to any User, Merchant, or any other third party for any act or omission taken in good faith in response to, or in reliance upon, a Takedown Notice or Counter‑Notice received under this Article 22A, including but not limited to:

(a) The removal of, or disabling of access to, any material;
(b) The suspension, restriction, or termination of any User Account or Merchant profile;
(c) The disclosure of any information to a complaining party, a User, a Merchant, or any law enforcement or regulatory authority; or
(d) The refusal or failure to remove any material, or to suspend or terminate any Account, in response to a Takedown Notice that LookPay, in its sole discretion, considers to be incomplete, manifestly unfounded, abusive, or submitted in bad faith.

The User and Merchant each, jointly and severally, agree to indemnify, defend, and hold harmless LookPay, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including legal fees on a full indemnity basis) arising from any Takedown Notice or Counter‑Notice that the User or Merchant submits, or causes to be submitted, that is false, misleading, materially incomplete, or submitted in bad faith.

22A.8. LookPay Not an Adjudicator. The User acknowledges that LookPay is not a court, tribunal, or arbitral body and is under no obligation to adjudicate or resolve disputes between Users, Merchants, and third‑party IP Rights holders. The procedures described in this Article 22A are administrative in nature and are provided without prejudice to: (a) LookPay's right to pursue any remedy available at law or in equity, including the right to seek injunctive relief without prior recourse to the notice and takedown procedure; and (b) the rights of any party to pursue their claims, defences, and remedies before a court of competent jurisdiction.

22A.9. Compliance with EU Digital Services Act. To the extent that Regulation (EU) 2022/2065 (the Digital Services Act, "DSA") applies to LookPay's platform services, LookPay shall comply with its obligations under the DSA, including Articles 16 (Notice and Action Mechanisms) and 22 (Trusted Flaggers), and the provisions of this Article 22A shall be interpreted and applied consistently with those obligations.

PART I: DATA PROTECTION, PRIVACY, AND ELECTRONIC COMMUNICATIONS

ARTICLE 23 — PRIVACY POLICY INCORPORATION

23.1. Incorporation by Reference. LookPay's collection, processing, storage, retention, disclosure, and safeguarding of personal data are governed exclusively by the Privacy Policy, which is incorporated into this Agreement by reference and is available at lookpay.app/privacy. The Privacy Policy complies with the General Data Protection Regulation (GDPR) and the Irish Data Protection Acts. By using the Services, the User acknowledges that they have been directed to, and have had the opportunity to read, the Privacy Policy.

23.2. Data Subject Rights — Privacy Policy Governs. For the avoidance of doubt, the detailed procedures for the exercise of the User's data subject rights under the GDPR — including without limitation the right of access (Article 15), the right to rectification (Article 16), the right to erasure (Article 17), the right to restriction of processing (Article 18), the right to data portability (Article 20), the right to object (Article 21), and rights in relation to automated decision‑making (Article 22) — together with applicable timeframes, identity verification requirements, applicable exemptions, and the mechanisms for lodging complaints with the Data Protection Commission, are set out in full in the Privacy Policy. This Agreement provides a summary of certain data rights for the User's convenience (including the data portability procedure in Article 24A), but the Privacy Policy shall be the controlling document for all matters within its scope. In the event of any inconsistency between the data protection provisions of this Agreement and the Privacy Policy, the Privacy Policy shall prevail.

23.3. Facial Authentication Profile — Standard Photograph (Not Biometric Data). The Facial Authentication Profile is a standard digital photograph uploaded by the User, similar to a social media profile picture. It is not a biometric scan, biometric template, facial recognition hash, or any other form of biometric data within the meaning of Article 4(14) of the GDPR. LookPay does not perform automated facial recognition, biometric matching, or any other form of algorithmic biometric processing on this photograph. The photograph is stored and transmitted in its original visual form and is displayed on the Merchant Terminal solely for the purpose of enabling a human employee of the Merchant to perform a visual comparison between the photograph and the person physically present at the billing counter. This is the same kind of visual identity check that a bartender performs when comparing a customer to a photo ID — it is a manual, human-driven verification process, not an automated biometric identification system. The legal basis for processing the photograph is the performance of a contract (Article 6(1)(b) GDPR), as the display of the photograph on the Merchant Terminal is an essential feature of the proximity checkout service contracted by the User. The User's display consent under Article 10.2 supplements this contractual basis. Detailed information concerning the retention period, storage location, security measures, and third‑party access applicable to the Facial Authentication Profile is set out in the Privacy Policy.

ARTICLE 24 — ELECTRONIC COMMUNICATIONS AND NOTICES

24.1. Consent to Electronic Communications. The User agrees to receive all communications from LookPay electronically, including via email, push notification, in‑app messaging, or SMS. Such electronic communications may include, without limitation, Critical Transaction Alerts, account updates, security notices, amendments to this Agreement, and marketing materials (where separate consent has been obtained).

24.2. Legal Effect of Electronic Communications. The User acknowledges that electronic communications satisfy any legal requirement that such communications be in writing. The User is responsible for maintaining adequate device storage and connectivity to receive such communications.

ARTICLE 24A — DATA PORTABILITY AND EXPORT RIGHTS

24A.1. Right to Data Portability — Scope of This Article. In accordance with Article 20 of Regulation (EU) 2016/679 (the General Data Protection Regulation, "GDPR") and Section 91 of the Irish Data Protection Act 2018, the User shall have the right to receive a copy of the personal data concerning them that they have provided to LookPay, in a structured, commonly used, and machine‑readable format. This right extends to personal data processed by automated means on the basis of the User's consent or for the performance of this Agreement. The User may also request that LookPay transmit such data directly to another data controller, where technically feasible. This Article 24A addresses data portability only. For information on all other data subject rights — including access, rectification, erasure, restriction of processing, and objection — the User is referred to the Privacy Policy, available at lookpay.app/privacy, which sets out the applicable procedures, timeframes, exemptions, and complaint mechanisms in full.

24A.2. Scope of Exportable Data. Upon receipt of a duly verified and valid data portability request, LookPay shall provide the User with an export comprising, to the extent technically feasible and without prejudice to the rights and freedoms of others (including the trade secrets and intellectual property rights of LookPay):

(a) Account registration and profile data, including the User's full legal name, email address, telephone number, date of birth, and residential address as recorded in LookPay's systems;
(b) The User's complete transaction history, including for each transaction: the date, time, Merchant trading name, Merchant location, transaction amount, the status of the transaction (pending, settled, disputed, or reversed), and the outcome of any Grace Period dispute initiated by the User, covering the full period of the User's relationship with LookPay and in any event not less than the preceding six (6) years;
(c) A complete history of Instrument Balance top‑ups and purchases, including dates, amounts, funding sources (masked where appropriate for security), and the status of each top‑up;
(d) The Facial Authentication Profile photograph and associated initials (in the format of the User's first initial and surname initial, e.g. "J.D.") currently on file; and
(e) A record of the User's consent history, including the dates and versions of this Agreement, the Privacy Policy, and any other policies to which the User has provided consent.

24A.3. Excluded Data. For the avoidance of doubt, the right to data portability under this Article 24A shall not extend to, and LookPay shall be under no obligation to provide, any of the following categories of data:

(a) Personal data processed by LookPay in the exercise of its official authority or pursuant to a legal obligation to which LookPay is subject (including, without limitation, data processed for AML/CTF compliance, sanctions screening, fraud prevention, or suspicious transaction reporting), where the provision of such data to the User would, in LookPay's reasonable assessment, compromise the integrity or effectiveness of LookPay's compliance systems, constitute a tipping‑off offence under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021, or otherwise violate applicable law;
(b) Data that has been lawfully and irreversibly anonymised, aggregated, or pseudonymised to a standard where re‑identification of the User or any other data subject is not reasonably practicable;
(c) Personal data relating to any third party, including without limitation Merchants, Merchant employees, other Users, or any individual whose personal data appears incidentally in transaction records, to the extent that the provision of such data would adversely affect the rights and freedoms of that third party;
(d) Proprietary algorithms, risk‑scoring models, machine‑learning inferences, fraud detection rules, trade secrets, source code, cryptographic keys, or any other information constituting LookPay's confidential business information or intellectual property;
(e) Server logs, debug logs, access logs, security logs, audit trails, or other operational, technical, or system‑level records, save as expressly provided in Article 24B;
(f) Internal communications, legal advice, board minutes, or any other document or record protected by legal professional privilege or litigation privilege; and
(g) Any data the export of which is prohibited, restricted, or conditioned by applicable law, court order, or the lawful direction of a Regulatory Authority, law enforcement agency, or national security authority.

24A.4. Request Procedure for Data Portability. The procedure described in this Article 24A.4 applies specifically to data portability requests under Article 20 of the GDPR. For all other data subject rights requests (including access, erasure, rectification, restriction, and objection), the applicable procedures are set out in the Privacy Policy. The User may submit a data portability request: (a) through the account settings and data management tools within the App; (b) by email to privacy@lookpay.app; or (c) by post to LookPay's registered office at Letterkenny, County Donegal, Ireland. LookPay shall acknowledge receipt of the request within five (5) business days. LookPay shall complete the data export and deliver the data to the User (or, where so requested, to a nominated third‑party data controller) within thirty (30) calendar days of receipt of a valid and fully verified request. Where the request is complex, voluminous, or one of a number of concurrent requests from the same User, LookPay may extend this period by a further two (2) calendar months, provided that LookPay informs the User of the extension and the reasons for the delay within the initial thirty‑day period.

24A.5. Identity Verification. Prior to releasing any personal data pursuant to a portability request, LookPay shall take such steps as it deems reasonably necessary to verify the identity of the requestor to a standard commensurate with the sensitivity and volume of the data requested. The User agrees to cooperate promptly and fully with any identity verification measures required by LookPay, which may include, without limitation: (a) requiring the request to be submitted from the email address associated with the Account; (b) requiring the User to confirm specific Account details known only to the User; (c) requiring the submission of a copy of government‑issued photographic identification and a recent utility bill or bank statement showing the User's name and address; or (d) requiring the User to complete a liveness check through the App. LookPay shall be entitled to refuse to process a data portability request, in whole or in part, where it has reasonable doubts concerning the identity or authority of the requestor, and such refusal shall not constitute a breach of this Agreement or of applicable data protection law.

24A.6. Fees. LookPay shall provide the first data export requested by the User within any rolling twelve‑month period free of charge. For any second or subsequent request within the same period, LookPay reserves the right to charge a reasonable administrative fee reflecting the direct and indirect costs incurred by LookPay in processing the request, including staff time, infrastructure costs, and delivery costs, or, alternatively, to refuse to act on the request where it is manifestly unfounded or excessive, in accordance with Article 12(5) of the GDPR. LookPay shall notify the User of any applicable fee before proceeding with the request.

24A.7. No Obligation to Retain Data Beyond Statutory Periods. Nothing in this Article 24A shall be construed as requiring LookPay to retain personal data beyond the retention periods specified in the Privacy Policy or as required by applicable law. Where personal data has been lawfully and routinely deleted or anonymised in accordance with LookPay's published data retention schedule prior to the receipt of a data portability request, LookPay shall have no obligation to reconstruct, recover, or restore such data from backups, archives, or any other source, and the data export shall be limited to personal data still held in LookPay's live systems at the time of the request.

24A.8. Relationship with Other Data Subject Rights. The right to data portability under this Article 24A is without prejudice to, and operates in addition to, the User's rights of access, rectification, erasure, restriction of processing, and objection under Articles 15, 16, 17, 18, and 21 of the GDPR respectively. The full procedures, timeframes, exemptions, identity verification requirements, and complaint mechanisms applicable to each of those rights are set out in LookPay's Privacy Policy, available at lookpay.app/privacy, and are outside the scope of this Agreement. The User acknowledges that the exercise of data portability rights does not automatically trigger the erasure of data, and that LookPay may continue to retain and process personal data where it has a lawful basis for doing so, including for the establishment, exercise, or defence of legal claims.

ARTICLE 24B — ELECTRONIC EVIDENCE AND ADMISSIBILITY OF SERVER RECORDS

24B.1. Server Records as Prima Facie Evidence. The User expressly acknowledges, stipulates, and agrees that the records, logs, databases, audit trails, event logs, and other electronic data generated, captured, maintained, and stored by LookPay's backend infrastructure, the Merchant Terminal network, and all associated systems (collectively, the "Server Records") shall constitute prima facie evidence of the facts, events, transactions, communications, and states of affairs that they record or describe. The User agrees that the Server Records shall be admissible as evidence in any legal, regulatory, arbitral, ombudsman, or other adjudicative proceedings arising out of or in connection with this Agreement, the use of the Services, or any transaction processed through the LookPay platform, including without limitation proceedings before:

(a) The courts of the Republic of Ireland (including the High Court, the Court of Appeal, and the District Court) and the courts of any other jurisdiction where proceedings are properly brought in accordance with Article 34;
(b) The Financial Services and Pensions Ombudsman of Ireland, or any equivalent alternative dispute resolution entity in any Member State of the European Economic Area, to the extent that the body in question has jurisdiction over LookPay or over the matter in question;
(c) The Data Protection Commission of Ireland or any equivalent supervisory authority in any Member State of the European Union;
(d) The Central Bank of Ireland, the Financial Conduct Authority, the European Banking Authority, or any other competent Regulatory Authority;
(e) An arbitrator or arbitral tribunal appointed in accordance with any applicable arbitration agreement or rules; and
(f) Any law enforcement agency, prosecuting authority, or criminal court.

24B.2. Categories of Server Records. The Server Records to which this Article 24B applies include, without limitation:

(a) Account creation and registration records, including timestamps, IP addresses, device fingerprints, device hardware identifiers, operating system version, and App version at the time of Account creation and each subsequent login;
(b) Proximity Check‑In event logs, recording the date, time, GPS coordinates or equivalent spatial location data, estimated distance from the Merchant Terminal, signal strength metrics, unique session identifiers, and the duration of each Check‑In session;
(c) LookPay Transaction and transaction logs, recording the Merchant identifier, Merchant trading name, Merchant location, transaction amount, currency, the Maximum Transaction Value applicable to that Merchant at the time of the transaction, timestamp of LookPay Transaction initiation by the Merchant, timestamp of hold placement, timestamp of Critical Transaction Alert dispatch, timestamp of Grace Period expiry, settlement status, and any dispute or reversal flags;
(d) Grace Period records, including the commencement timestamp, the expiry timestamp, the precise duration of the Grace Period notified to the User, and any dispute lodged by the User within the Grace Period, together with the dispute reason code and outcome;
(e) Instrument Balance ledger records, reflecting all top‑ups, holds, settlements, reversals, Dormancy Fee deductions, and any other credits or debits applied to the Instrument Balance;
(f) Communication and notification logs, including records of all push notifications dispatched to the User's device (with delivery confirmations where technically available), all emails sent to the User's registered email address, and all in‑app messages displayed;
(g) Security event logs, including records of failed login attempts, password reset requests, changes to registered email address or telephone number, device binding and unbinding events, IP address changes, and geographic anomalies;
(h) Consent and acceptance records, including timestamps and metadata of the User's acceptance of this Agreement, the Privacy Policy, the Acceptable Use Policy, the Facial Authentication Profile consent under Article 10.2, and any amendments or updates thereto;
(i) Merchant Terminal audio recording logs, capturing the audio of the initials and amount call‑out under Article 11.3.2(j), including: (i) where the call‑out is generated by the Merchant Terminal's text‑to‑speech functionality — the timestamped TTS output log, the exact text rendered, and the voice synthesis parameters; and (ii) where the call‑out is spoken aloud by the Merchant's employee — the ambient audio recording captured by the Merchant Terminal's microphone, together with the timestamp of capture, the duration of the recording, and session identifiers linking the recording to the corresponding LookPay Transaction; and
(j) CCTV footage obtained from the Merchant's premises in connection with an abuse report, a disputed transaction, a suspected fraudulent transaction, or any other investigation conducted by LookPay under this Agreement, including footage that captures the User's presence at the billing counter, the interaction between the User and the Merchant's employee, and the initiation of the LookPay Transaction.

24B.3. Evidentiary Weight and Presumption of Accuracy. The User agrees and stipulates that the Server Records maintained by LookPay in the ordinary course of its business, through automated systems operating without direct human intervention, shall be treated as accurate, authentic, reliable, and trustworthy, absent clear and convincing evidence to the contrary. The User accepts and agrees that:

(a) The Server Records are generated and stored contemporaneously with the events they record, in the ordinary course of LookPay's business, and through systems designed with data integrity, redundancy, and consistency safeguards;
(b) The Server Records are not subject to manual alteration, manipulation, or retroactive editing by LookPay's personnel in the ordinary course of operations;
(c) Any presumption of accuracy attaching to the Server Records may be rebutted only by the User adducing clear, cogent, and convincing evidence that a specific Server Record is inaccurate, unreliable, has been corrupted, or has been tampered with;
(d) The User shall bear the full legal and evidential burden of proving that any Server Record relied upon by LookPay in any proceeding is inaccurate or unreliable; and
(e) CCTV Footage and Audio Recordings as Prima Facie Evidence. CCTV footage obtained from a Merchant's premises in connection with an abuse report, a disputed transaction, or a suspected fraudulent transaction, and audio recordings captured by the Merchant Terminal under Article 11.3.2(j), shall each constitute prima facie evidence of the facts, events, and circumstances they depict or record. Where LookPay, in its reasonable discretion, identifies a pattern of disputed transactions associated with a particular User Account or a particular Merchant, LookPay shall be entitled to request and obtain CCTV footage from the Merchant's premises in accordance with the separate agreement between LookPay and the Merchant. Such CCTV footage and audio recordings shall be admissible as evidence in any dispute, investigation, or proceeding under this Agreement, including without limitation disputes concerning unauthorised transactions, incorrect amounts, chargebacks, refund claims, fraud allegations, and abuse of the Grace Period mechanism. The User expressly acknowledges and agrees that: (i) LookPay may, in its sole discretion, rely upon CCTV footage and audio recordings as determinative evidence in resolving a dispute in favour of LookPay or the Merchant, including where such evidence contradicts the User's account of events; (ii) LookPay is under no obligation to obtain CCTV footage from a Merchant in every disputed case, and the absence of CCTV footage shall not be construed as evidence in the User's favour, nor shall it be treated as a ground for determining a dispute against the User; and (iii) the User's failure to co‑operate with a dispute investigation, including by providing their own account of events, shall not preclude LookPay from relying upon CCTV footage or audio recordings obtained from the Merchant.

24B.4. Waiver of Evidentiary Objections. The User waives, to the fullest extent permitted by applicable law, any right to object to the admissibility of the Server Records in any proceeding on any of the following grounds:

(a) That the Server Records constitute hearsay or are not direct oral testimony of a witness with personal knowledge;
(b) That the Server Records are not contained in a written document, are not signed, or do not constitute an "original" document;
(c) That the Server Records are not the "best evidence" of the facts they record;
(d) That the Server Records were generated and stored by automated means without direct human intervention, oversight, or verification;
(e) That the Server Records are stored in electronic or digital form rather than on paper or in any other tangible medium; or
(f) That the person or system that generated the Server Records is not produced for cross‑examination at any hearing or trial.

24B.5. Statutory and Regulatory Foundation. The User's agreement to the admissibility and evidentiary status of the Server Records is made with express reference to, and is supported by, the following statutory and regulatory instruments (each as amended, extended, or re‑enacted from time to time):

(a) Sections 12 to 14 of the Electronic Commerce Act 2000 (Ireland), which provide for the legal recognition, admissibility, and evidential status of electronic communications, electronic records, and electronic signatures;
(b) Articles 6 to 9 of Directive 2000/31/EC of the European Parliament and of the Council (the Electronic Commerce Directive);
(c) Regulation (EU) No 910/2014 of the European Parliament and of the Council (the eIDAS Regulation), and in particular Articles 25, 35, 41, 42, and 46 thereof, concerning the legal effects, admissibility, and probative value of electronic documents, electronic seals, electronic time stamps, and electronic records in legal proceedings;
(d) Section 17 of the Civil Law and Criminal Law (Miscellaneous Provisions) Act 2020 (Ireland), to the extent applicable to the admissibility of electronic records and documents;
(e) Any other applicable statute, regulation, or rule of law concerning the evidential burden in respect of the authorisation and execution of transactions, or affording evidentiary status to electronic records; and
(f) Any successor, replacement, or supplementary legislation, regulation, or directive affording equivalent or enhanced evidentiary status to electronic records, whether at the level of the European Union, the Republic of Ireland, or any other relevant jurisdiction.

24B.6. Retention and Provision of Server Records. LookPay shall retain the Server Records for a minimum period of six (6) years from the date of creation of each record, or for such longer period as may be required by applicable law, regulatory direction, or LookPay's internal data retention policy as amended from time to time. During the retention period, the User may, by written request to legal@lookpay.app, request copies of Server Records that relate specifically to the User's Account and transactions. The provision of such copies shall be:

(a) Subject to the exclusions and limitations set out in Article 24A.3 (Excluded Data), which shall apply mutatis mutandis;
(b) Subject to LookPay's right to charge a reasonable administrative fee reflecting the direct and indirect costs of retrieval, formatting, review, and delivery, save where applicable law prohibits the charging of such a fee;
(c) Conditional upon satisfactory identity verification in accordance with Article 24A.5; and
(d) Without prejudice to any right of discovery, disclosure, inspection, or production that may arise in the context of any particular legal or regulatory proceeding, which shall be governed by the applicable procedural rules of the relevant forum.

24B.7. No Duty of Proactive Disclosure. Nothing in this Article 24B shall be construed as imposing upon LookPay any freestanding duty or obligation to proactively disclose, volunteer, or make available the Server Records to the User, to any third party, or to any court or authority, save where such disclosure is expressly required by applicable law, court order, or the lawful and binding direction of a Regulatory Authority or law enforcement agency.

24B.8. Survival. The provisions of this Article 24B, including without limitation the User's stipulations, acknowledgements, and waivers with respect to the admissibility and evidential weight of the Server Records, shall survive the termination, expiry, or avoidance of this Agreement for any reason whatsoever and shall remain binding upon the User, their heirs, personal representatives, successors, and assigns in perpetuity, in respect of any and all Server Records created, captured, or stored during the term of this Agreement.

PART J: TERM, SUSPENSION, AND TERMINATION

ARTICLE 25 — TERM

25.1. Commencement and Duration. This Agreement shall commence upon the User’s first use of the Services and shall continue indefinitely until terminated in accordance with this Article.

ARTICLE 26 — TERMINATION BY THE USER

26.1. Termination by User.

(a) The User may terminate this Agreement at any time by closing the Account through the App or by sending a request to support@lookpay.app.

(b) No Extinguishment on Ordinary Termination. Where the User terminates this Agreement otherwise than in circumstances described in paragraph (d), any positive LookPay Instrument Value recorded in the User’s Instrument Balance shall not be extinguished. On termination, the Instrument Balance shall be suspended and shall cease to be available for initiating LookPay Transactions. The User may apply to LookPay to reactivate the Account and restore the Instrument Balance in accordance with Article 27A.5.

(c) Application of the Dormancy and Escheatment Regime. Where the User does not seek reactivation, the Instrument Balance shall be dealt with in accordance with Article 27A (Dormant Accounts), including the deduction of any applicable Dormancy Fee and the escheatment of any residual Instrument Balance in accordance with Article 27A.4.

(d) Extinguishment on Termination Following Breach. Where the User terminates this Agreement at a time when the User is in material breach of it, or terminates in order to avoid the consequences of a breach or of a suspension or termination that LookPay would otherwise be entitled to effect, LookPay may, to the extent permitted by law, extinguish the Instrument Balance without compensation, and may retain any amount properly owing to it.

(e) The User acknowledges that LookPay Instrument Value is non-redeemable and carries no repayment or cash-out right, as provided in Article 4.4. Termination does not affect any accrued rights or obligations.

ARTICLE 27 — SUSPENSION AND TERMINATION BY LOOKPAY

27.1. Grounds for Suspension or Termination. LookPay may, without liability and at its sole discretion, immediately suspend or terminate the User’s Account and/or access to the Services, in whole or in part, upon the occurrence of any of the following:
(a) The User breaches any provision of this Agreement or the Acceptable Use Policy.
(b) LookPay’s banking, payment processing, or fund‑holding arrangements are suspended or terminated for regulatory or compliance reasons.
(c) LookPay receives a request or direction from law enforcement, a Regulatory Authority, or a competent court.
(d) LookPay suspects, in its reasonable discretion, that the Account is being used for fraudulent, money‑laundering, or other criminal purposes.
(e) The User fails to provide requested CDD information within the stipulated timeframe.
(f) The User dies or becomes legally incapacitated.

27.2. Effect of Termination.

(a) Upon termination under Article 27.1, the User’s right to use the Services shall immediately cease, the Authorisation Protocol shall be revoked, and no further LookPay Transactions may be initiated by any Merchant.

(b) Termination for Breach, Prohibited Conduct, or Regulatory Cause. Where LookPay terminates under Article 27.1(a), 27.1(c), 27.1(d), or 27.1(e), LookPay may, to the extent permitted by law, having regard to the seriousness of the breach and to any loss, cost, or damage occasioned to LookPay, extinguish the Instrument Balance without compensation, and may retain any amount properly owing to it.

(c) Termination for Other Reasons. Where LookPay terminates under Article 27.1(b) or 27.1(f), or otherwise than by reason of the User’s breach, the Instrument Balance shall not be extinguished. It shall instead be dealt with in accordance with Article 27A, and the User (or, in the case of termination under Article 27.1(f), the User’s personal representative or legal successor) may apply to reactivate the Account in accordance with Article 27A.5.

(d) Legal and Regulatory Constraints. Where LookPay is required by applicable law, by a court order, or by the lawful direction of a Regulatory Authority or law enforcement agency to retain, suspend, freeze, or refrain from dealing with an Instrument Balance, LookPay shall comply with that requirement and shall be under no liability to the User for doing so.

(e) The User acknowledges that LookPay Instrument Value is non-redeemable and carries no repayment or cash-out right, as provided in Article 4.4.

ARTICLE 27A — DORMANT ACCOUNTS

27A.1. Definition of Dormancy. An Account shall be classified as "Dormant" where no user‑initiated activity has occurred on the Account for a continuous period of twenty‑four (24) months. An Account that has been terminated or suspended under Article 26 or Article 27 shall be treated as inactive for the purposes of this Article 27A, and the twenty‑four (24) month period shall run from the date of that termination or suspension. For the purposes of this Article 27A, "user‑initiated activity" means any of the following actions affirmatively taken by the User: logging into the App with valid credentials; authorising a LookPay Transaction or completing a purchase at a Merchant; topping up the Instrument Balance; updating Account information, including the Facial Authentication Profile; contacting LookPay's customer support team in relation to the Account; or responding to a Customer Due Diligence request under Article 8. For the avoidance of doubt, the passive receipt of automated push notifications, system‑generated emails, marketing communications, Critical Transaction Alerts, or updates to this Agreement shall not constitute user‑initiated activity, and the mere fact that the App remains installed on the User Device shall not prevent the Account from being classified as Dormant.

27A.2. Pre‑Dormancy Notification. Not less than thirty (30) calendar days before an Account would become Dormant by operation of Article 27A.1, LookPay shall use reasonable endeavours to notify the User by email (to the email address associated with the Account) and, where the User has push notifications enabled, by in‑app message, of the following: (a) that the Account is approaching dormancy; (b) the date on which the Account will be classified as Dormant if no user‑initiated activity occurs; (c) the consequences of dormancy as set out in Article 27A.3; and (d) the steps the User may take to prevent the Account from being classified as Dormant. The User acknowledges and agrees that LookPay's obligation to notify under this Article 27A.2 is an obligation of best efforts only and that LookPay shall not be liable for any failure of notification where such failure arises from or is contributed to by: (i) an out‑of‑date, invalid, or inaccessible email address on the User's Account; (ii) the User's email inbox being full, the notification being routed to a spam or junk folder, or the User's email provider blocking, throttling, or filtering the notification; (iii) the User having disabled push notifications, deleted the App, or changed devices without updating their Account information; or (iv) any other circumstance outside LookPay's reasonable control.

27A.3. Consequences of Dormancy. Effective from the date on which an Account becomes Dormant, the following provisions shall apply automatically and without further notice:

(a) Suspension of Active Services. The Account shall be placed in a suspended state. While suspended, no further LookPay Transactions may be initiated by any Merchant, no further top‑ups to the Instrument Balance may be processed, and the Proximity Check‑In functionality shall be deactivated. The Account shall remain visible within the App for the limited purpose of allowing the User to view the Account balance, transaction history, and reactivation instructions.

(b) Dormancy Administration Fee. LookPay reserves the right to levy a reasonable monthly administration fee (the "Dormancy Fee") to offset the ongoing operational, regulatory, and technological costs of maintaining the Dormant Account, including without limitation the costs of: LookPay Instrument Value reconciliation; transaction monitoring and AML/CTF screening; data storage, encryption, and backup; customer support infrastructure; and regulatory reporting. The applicable Dormancy Fee shall be: (i) clearly disclosed to the User in the pre‑dormancy notification issued under Article 27A.2; (ii) published in LookPay's fee schedule, accessible within the App and on LookPay's website; and (iii) deducted from the available Instrument Balance on a monthly basis in arrears. No Dormancy Fee shall be levied in any month where the Instrument Balance is zero.

(c) Cap on Dormancy Fee Accumulation. The aggregate amount of Dormancy Fees deducted from the Instrument Balance shall not exceed the lesser of: (i) the total Instrument Balance at the time the Account became Dormant (or any lower balance as reduced by prior fee deductions); or (ii) an amount equal to twenty‑four (24) months of the then‑applicable monthly Dormancy Fee. Once the maximum aggregate Dormancy Fee has been deducted, no further Dormancy Fees shall accrue, but the Account shall remain in a suspended state until reactivated by the User or escheated in accordance with Article 27A.4.

27A.4. Escheatment and Transfer of Unclaimed Funds to the State. Where an Account has remained Dormant for a continuous period of five (5) years from the date of the last user‑initiated activity (the "Escheatment Threshold"), LookPay shall be entitled, and may be required by applicable law, to transfer the residual Instrument Balance (being the balance remaining after the deduction of all accrued and properly leviable Dormancy Fees pursuant to Article 27A.3) to the relevant state authority in accordance with the applicable unclaimed property, dormant accounts, or escheatment legislation of the jurisdiction governing the Account. The User expressly and irrevocably authorises LookPay to effect such transfer and acknowledges and agrees that, upon the completion of such transfer:

(a) LookPay shall have no further obligation, duty, or liability of any kind to the User in respect of the transferred funds;
(b) The User's sole and exclusive recourse in respect of the transferred funds shall lie against the recipient state authority, in accordance with the laws and procedures of the relevant jurisdiction;
(c) LookPay shall be discharged from any obligation to redeem the transferred LookPay Instrument Value under Article 4.4 or otherwise; and
(d) LookPay may close the Account and delete all associated personal data in accordance with its data retention policy, subject only to any statutory retention obligations.

27A.5. Reactivation of Dormant or Terminated Accounts. The User (or, where the Account was terminated under Article 27.1(f), the User's personal representative or legal successor) may request the reactivation of a Dormant or terminated Account at any time prior to escheatment by contacting LookPay at support@lookpay.app. Reactivation is at LookPay's discretion and is conditional upon the User: (a) satisfactorily completing such identity verification and Customer Due Diligence procedures as LookPay may reasonably require, including, where deemed necessary by LookPay, a fresh KYC verification, liveness check, proof of address, and Source of Funds declaration; (b) providing a valid and accessible email address and telephone number; and (c) where the Dormancy Fee has been applied, acknowledging and accepting the deductions made. Upon successful reactivation: (i) the Account shall be restored to active status; (ii) the Dormancy Fee shall cease to accrue prospectively from the date of reactivation; (iii) the User shall regain full access to the remaining Instrument Balance and all features of the Services; and (iv) the dormancy clock shall be reset. For the avoidance of doubt, any Dormancy Fees properly deducted from the Instrument Balance prior to reactivation are non‑refundable, and LookPay shall have no obligation to restore or re‑credit such amounts.

27A.6. Regulatory Basis and Compliance. The provisions of this Article 27A are designed to comply with, and shall be interpreted consistently with:

(a) The Dormant Accounts Act 2001 (Ireland), as amended, extended, or re‑enacted from time to time, and any regulations, orders, or guidance issued thereunder;
(b) The Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 (Ireland) and any related regulations, guidelines, or orders of the Central Bank of Ireland;
(c) Any applicable guidance, direction, requirement, or condition imposed by the Central Bank of Ireland in respect of dormant accounts, unclaimed balances, or the treatment of inactive electronic money;
(d) Any applicable rules, policies, or requirements of LookPay relating to dormant or inactive LookPay Instrument Values;
(e) Directive (EU) 2015/2366 (PSD2) and the European Union (Payment Services) Regulations 2018, to the extent applicable to the treatment of inactive payment accounts; and
(f) The laws of any other Member State of the European Economic Area, to the extent that such laws apply to the User by reason of the User's domicile, residence, or the location of the Account.

27A.7. Exclusion of Liability. LookPay shall not be liable to the User for any loss, damage, cost, expense, or inconvenience of any nature whatsoever (whether direct, indirect, or consequential) arising from or connected to: (a) the classification of an Account as Dormant; (b) the deduction of Dormancy Fees in accordance with this Article 27A; (c) the suspension of Services during the period of dormancy; (d) the transfer of residual funds to the relevant state authority pursuant to Article 27A.4; (e) the closure of the Account following escheatment; or (f) the rejection or delay of a reactivation request, provided that in each case LookPay has acted in good faith and in compliance with the procedures set out in this Article 27A and with applicable law. The User's sole remedy in respect of any disputed Dormancy Fee or escheatment shall be to submit a complaint under LookPay's internal complaints procedure in accordance with Article 34.2.

ARTICLE 28 — SURVIVAL

28.1. Surviving Provisions. The provisions of Article 3 (including Article 3.7A), Article 8, Articles 10.2 and 10.4, Articles 14 to 20 inclusive (including Articles 17A, 18A, and 19A), Article 21.1, Article 22A (including, without limitation, Articles 22A.7 and 22A.8), Article 23, Articles 24A and 24B, Article 27A, and Articles 29 to 34 inclusive (including Articles 33A, 33B, and 33C), together with any other provisions of this Agreement that by their nature should survive termination, shall so survive and shall continue in full force and effect in accordance with their terms, for the benefit of and enforceable by LookPay, its successors, and assigns.

PART K: FORCE MAJEURE, AMENDMENTS, AND GENERAL PROVISIONS

ARTICLE 29 — FORCE MAJEURE

29.1. Force Majeure Events. LookPay shall not be in breach of this Agreement or liable for any failure or delay in performance resulting from a Force Majeure Event, including but not limited to: acts of God, natural disasters, epidemics, pandemics, governmental actions, strikes, lock‑outs, civil unrest, internet backbone failures, GPS satellite degradation, Bluetooth spectrum interference, cloud service provider outages (including AWS or equivalent), and power grid failures.

29.2. Limits on Reliance. LookPay may not rely on this Article 29 in respect of any event or circumstance that is attributable to its own insolvency, its own cessation of business, or its own failure to maintain the arrangements described in Article 3.7A. Nothing in this Article 29 excuses LookPay from any obligation to pay, or to account for, any sum that has fallen due, and this Article 29 does not operate to extinguish or suspend any liability of LookPay to the User under Articles 19, 26, or 27.

ARTICLE 30 — ASSIGNMENT AND SUBCONTRACTING

30.1. Assignment Restrictions. The User may not assign or transfer any rights or obligations under this Agreement without LookPay’s prior written consent. LookPay may freely assign or transfer its rights and obligations to any affiliate, successor in interest, or purchaser of all or substantially all of its assets, provided the User’s rights are not materially prejudiced. LookPay may subcontract the performance of any part of the Services to third parties, remaining liable for their performance.

ARTICLE 31 — ENTIRE AGREEMENT AND CONFLICT

31.1. Entire Agreement. This Agreement (including incorporated documents) represents the entire agreement between the parties and supersedes all prior negotiations, understandings, and representations. In the event of any inconsistency between this Agreement and any incorporated policy, this Agreement shall prevail to the extent of the inconsistency, except that the Privacy Policy shall govern data protection matters.

ARTICLE 32 — AMENDMENT TO THE AGREEMENT

32.1. Right to Amend. LookPay reserves the right to modify this Agreement at any time to reflect changes in law, technology, or its business model. Where a modification materially affects the User’s rights or obligations, LookPay will provide at least two (2) months’ written notice via email and/or prominent in‑app notification. The User may reject the changes by terminating the Agreement before the effective date. Continued use after the effective date constitutes binding acceptance. Non‑material modifications (including clarifications, typographical corrections, or updates to contact information) may be made without advance notice.

ARTICLE 33 — RELATIONSHIP OF THE PARTIES

33.1. Relationship of the Parties. Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, employment, or agency relationship between the User and LookPay. The User has no authority to bind LookPay in any manner.

ARTICLE 33A — TAX LIABILITY AND INDEMNIFICATION

33A.1. Sole Responsibility of the User. The User acknowledges and agrees that they are solely and exclusively responsible for determining, reporting, filing, and remitting any and all taxes, duties, levies, imposts, charges, assessments, and withholdings of any nature whatsoever (collectively, "Taxes") arising from, connected to, or attributable to their use of the Services, their holding of an Instrument Balance, their engagement in transactions with Merchants, or any other activity conducted by the User through or in connection with the LookPay platform, including without limitation:

(a) Value Added Tax (VAT), goods and services tax (GST), sales tax, use tax, or any equivalent indirect tax imposed on the supply of goods or services purchased from Merchants using the LookPay platform;
(b) Income tax, corporation tax, capital gains tax, or any equivalent direct tax on any income, gains, profits, or benefits derived or deemed to be derived by the User through transactions facilitated by the Services;
(c) Customs duties, excise duties, import charges, or any equivalent border tax on goods purchased across national boundaries;
(d) Digital services taxes, financial transaction taxes, payment transaction levies, or any other novel, sector‑specific, or jurisdiction‑specific tax that may be imposed in connection with electronic payment services, digital platforms, or the holding of stored value;
(e) Any gift tax, inheritance tax, capital acquisitions tax, wealth tax, or net worth tax implications arising from the holding, transfer, redemption, or devolution of LookPay Instrument Value balances;
(f) Stamp duty or any equivalent documentary tax on receipts, transfers, or payment instructions; and
(g) Any penalties, interest, surcharges, late‑payment fees, or enforcement costs imposed by a tax authority in connection with the User's failure to comply with any of the foregoing obligations.

33A.2. No Tax Advice. LookPay does not provide, and nothing in this Agreement, the App, any communication from LookPay, or any ancillary materials shall be construed as providing, tax advice of any nature to the User. LookPay makes no representation or warranty as to the tax consequences of any transaction, the tax status of any LookPay Instrument Value balance, or the availability of any tax relief, exemption, or allowance. The User is strongly advised to consult a qualified tax professional in their jurisdiction of residence and in any jurisdiction where they may have tax obligations to understand fully the tax implications of using the Services.

33A.3. No Withholding or Reporting Obligation of LookPay. Unless expressly and mandatorily required by applicable law, LookPay shall have no obligation to: (a) withhold or deduct any amount on account of Taxes from any LookPay Instrument Value balance, top‑up, redemption, or transaction; (b) report any User transaction, balance, or activity to any tax authority, whether domestic or foreign; (c) issue any tax invoice, statement, certificate, or documentation to the User; or (d) provide the User with any information necessary for the User to complete their own tax filings. Where LookPay is, despite the foregoing, compelled by law to make any deduction or withholding on account of Tax, or to disclose any User information to a tax authority, LookPay shall be entitled to make such deduction or disclosure without prior notice to the User and without incurring any liability to the User or any third party.

33A.4. Tax Indemnity. The User agrees to indemnify, defend, and hold harmless LookPay, its affiliates, directors, officers, employees, agents, and successors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including, for the avoidance of doubt, reasonable legal fees calculated on a solicitor‑and‑own‑client basis and any sums paid in settlement or compromise) arising from or connected to:

(a) The User's failure to report, pay, collect, remit, or account for any Taxes for which the User is liable under applicable law;
(b) Any claim, assessment, determination, or demand by any tax authority, whether in Ireland, in any other Member State of the European Union, or in any other jurisdiction, that LookPay is jointly, severally, secondarily, vicariously, or otherwise liable for any Taxes owed by the User;
(c) Any penalty, fine, interest, surcharge, or enforcement cost imposed on LookPay by any tax authority as a direct or indirect result of the User's non‑compliance with any tax obligation;
(d) Any audit, investigation, inquiry, or enforcement action by a tax authority that is triggered, in whole or in part, by the User's activities, omissions, or status; and
(e) Any misrepresentation, whether negligent or wilful, made by the User concerning their tax residency, tax status, tax identification number, or any other matter relevant to the determination of their tax obligations.

33A.5. Tax Information Requests. The User shall, within fourteen (14) calendar days of a written request from LookPay, provide such information and documentation as LookPay may reasonably require for the purposes of: (a) determining the User's country or countries of tax residence; (b) complying with LookPay's obligations under any applicable tax information exchange agreement, intergovernmental agreement, or multilateral competent authority agreement (including, without limitation, the United States Foreign Account Tax Compliance Act (FATCA), the OECD Common Reporting Standard (CRS), and Council Directive 2014/107/EU (DAC2)); (c) responding to a lawful request, order, or demand from a tax authority; or (d) verifying any representation made by the User concerning their tax status. Failure to provide the requested information within the stipulated timeframe shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Account and the Instrument Balance.

33A.6. VAT on LookPay Fees. Where LookPay charges any fee that is properly subject to VAT (including, without limitation, any Dormancy Fee under Article 27A, any administrative fee for data exports under Article 24A, or any other fee that LookPay may introduce in accordance with Article 32), such fee shall be stated exclusive of VAT, and VAT shall be added at the applicable rate in force at the time of supply. The User shall be responsible for the payment of any VAT properly chargeable on fees levied by LookPay.

33A.7. Change in Tax Circumstances. The User shall promptly notify LookPay of any material change in their tax residency, tax status, or circumstances that may affect their tax obligations in relation to the Services. The User acknowledges that a change in tax residency may additionally trigger enhanced customer due diligence, sanctions screening, or other compliance requirements under Article 8 of this Agreement.

ARTICLE 33B — SECURITY VULNERABILITY REPORTING AND RESPONSIBLE DISCLOSURE

33B.1. Commitment to Security. LookPay is committed to maintaining the security, confidentiality, integrity, and resilience of the LookPay platform, the App, the Merchant Terminal network, the backend infrastructure, and all associated systems and data. LookPay recognises the valuable contribution that security researchers, ethical hackers, academic researchers, and members of the public can make to the identification and remediation of security vulnerabilities, and LookPay hereby establishes a responsible disclosure framework in accordance with this Article 33B.

33B.2. Scope of the Responsible Disclosure Policy. This Article 33B applies to security vulnerabilities discovered in or affecting:

(a) The LookPay mobile application software (iOS and Android versions);
(b) LookPay's backend application programming interfaces (APIs), web services, and server infrastructure;
(c) The Merchant Terminal software and firmware;
(d) The Proximity Check‑In protocol and any associated wireless communication mechanisms;
(e) The Critical Transaction Alert delivery infrastructure;
(f) LookPay's public‑facing websites, including lookpay.app and any subdomains or related domains; and
(g) Any other system, service, or network that is owned, operated, or controlled by LookPay and is clearly designated as being within the scope of this responsible disclosure policy.

33B.3. Excluded Systems and Activities. The following are expressly excluded from the scope of this Article 33B, and no safe harbour or authorisation is provided in respect of them:

(a) Third‑party systems, platforms, APIs, or services not owned or operated by LookPay, including, without limitation, those of LookPay’s banks, Funding Providers, cloud hosting providers, payment networks, and App Store platforms;
(b) Systems, domains, or IP addresses that are not clearly identified as belonging to or being operated by LookPay;
(c) Physical security testing, social engineering attacks (including phishing, vishing, smishing, pretexting, or baiting), or any testing that targets LookPay employees, contractors, Merchants, or Users;
(d) Denial‑of‑service (DoS) or distributed denial‑of‑service (DDoS) testing of any kind, regardless of the target or methodology;
(e) Any activity that involves the intentional or reckless destruction, alteration, exfiltration, encryption, or compromise of User data, Merchant data, or LookPay's own systems and data; and
(f) Any activity conducted after LookPay has expressly notified the individual that their authorisation to conduct security research under this Article 33B has been revoked or suspended.

33B.4. Responsible Disclosure Procedure. Any person who discovers a potential security vulnerability in a system within the scope of this Article 33B ("Reporter") shall comply strictly with the following procedure:

(a) Prompt Reporting. The Reporter shall promptly submit a detailed written report to LookPay's Security Team at security@lookpay.app. The report shall include, to the extent known and applicable: (i) a detailed description of the vulnerability, including the affected system, component, URL, API endpoint, feature, or protocol; (ii) clear, step‑by‑step instructions to reproduce the vulnerability, together with any proof‑of‑concept code, scripts, screenshots, or video recordings; (iii) an assessment of the potential impact and severity of the vulnerability; (iv) the date and time of discovery; and (v) the Reporter's name and contact information for follow‑up communication. LookPay accepts reports in English; reports in other languages may require additional processing time.

(b) Embargo on Public Disclosure. The Reporter shall not publicly disclose the vulnerability, or any information relating to it, to any third party (including on social media, blogs, forums, vulnerability databases, or any other public forum) until LookPay has had a reasonable opportunity to investigate and remediate the vulnerability. In any event, the Reporter shall not make any public disclosure before the expiry of ninety (90) calendar days from the date on which LookPay acknowledges receipt of the report, unless a shorter period is mutually agreed in writing between the Reporter and LookPay. Where LookPay confirms that the vulnerability has been fully remediated before the expiry of the embargo period, LookPay may consent to earlier publication.

(c) Minimum Necessary Access. The Reporter shall not exploit the vulnerability beyond the minimum extent strictly necessary to demonstrate its existence and to compile the report required by sub‑paragraph (a). The Reporter shall not access, modify, delete, exfiltrate, encrypt, or otherwise interfere with any personal data, LookPay Instrument Value balances, transaction records, or any other data belonging to or relating to Users, Merchants, or LookPay itself, except to the minimal extent absolutely necessary to prove the vulnerability.

(d) No Harmful Activity. The Reporter shall not engage in any activity that would, or would be reasonably likely to, cause harm, disruption, degradation, or denial of service to LookPay's systems, networks, or services, or to any User or Merchant.

(e) Lawful Conduct. The Reporter shall conduct all research activities in compliance with all applicable laws and regulations.

33B.5. Safe Harbour and Covenant Not to Sue. Provided that a Reporter acts in strict and full compliance with the requirements of Article 33B.4 and does not engage in any excluded activity described in Article 33B.3, LookPay undertakes and covenants that it shall not:

(a) Initiate, threaten, or pursue any civil claim, action, or proceeding against the Reporter in respect of their good‑faith security research activities falling within the scope of this policy;
(b) Make or support any criminal complaint or report to any law enforcement authority in connection with such activities; or
(c) Assert that the Reporter's access to LookPay's systems in the course of such activities constitutes a breach of this Agreement, the Computer Misuse Act 1990 (UK), the Criminal Justice (Offences Relating to Information Systems) Act 2017 (Ireland), Directive 2013/40/EU, or any equivalent or successor legislation.

This covenant not to sue is conditional, personal to the Reporter, and may be revoked by LookPay at any time in respect of a Reporter who breaches the requirements of this Article 33B or who acts in bad faith.

33B.6. LookPay's Obligations upon Receipt of a Report. Upon receiving a vulnerability report, LookPay shall use reasonable endeavours to:

(a) Acknowledge receipt of the report by email within five (5) business days and assign a unique tracking identifier;
(b) Conduct a prompt and thorough investigation of the reported vulnerability, allocating appropriate technical resources to the investigation;
(c) Keep the Reporter reasonably informed of the progress of the investigation and any planned remediation, including an indicative timeline for a fix where this can be reasonably estimated; and
(d) Where the vulnerability is verified and successfully remediated, credit the Reporter by name (with the Reporter's prior written consent) in LookPay's security acknowledgements or hall of fame, unless the Reporter specifically requests to remain anonymous.

33B.7. No Compensation or Bounty. The submission of a vulnerability report under this Article 33B does not create, and shall not be construed as creating, any entitlement to compensation, reward, bounty, honorarium, or remuneration of any kind. LookPay does not currently operate a paid bug bounty programme. Any decision by LookPay to offer a discretionary payment, gift, or other recognition in respect of a particular report is made entirely at LookPay's sole discretion and shall not create any precedent, entitlement, or legitimate expectation.

33B.8. Reservation of Rights. LookPay reserves the right, exercisable at its sole and absolute discretion, to:

(a) Determine whether a particular Reporter or research activity falls within the scope of this Article 33B and is entitled to the safe harbour described in Article 33B.5;
(b) Modify, suspend, or withdraw this responsible disclosure policy, in whole or in part, at any time and without prior notice;
(c) Revoke the authorisation granted under this Article 33B in respect of any individual Reporter who breaches, or whom LookPay reasonably suspects of breaching, any requirement of this Article 33B;
(d) Pursue any and all legal and equitable remedies against any person who conducts security research outside the scope of this Article 33B, in bad faith, or in a manner that causes or risks causing harm to LookPay, its Users, or its Merchants; and
(e) Report any criminal activity to the relevant law enforcement authorities, including the Garda National Economic Crime Bureau (GNECB), the Irish Data Protection Commission, or the competent authority in any other relevant jurisdiction.

33B.9. No Admission or Waiver. The establishment of this responsible disclosure policy and the undertakings given in Article 33B.5 shall not constitute: (a) an admission by LookPay of any vulnerability, defect, or weakness in its systems or services; (b) a waiver of any right, defence, or immunity available to LookPay at law or in equity; or (c) an assumption of any duty of care towards any Reporter or any third party.

ARTICLE 33C — ACCESSIBILITY STATEMENT

33C.1. Commitment to Digital Inclusion. LookPay is committed to making the App and the Services as accessible as reasonably practicable to Users with disabilities, consistent with the principles of digital inclusion and equal access. LookPay recognises its obligations under the European Accessibility Act (Directive (EU) 2019/882), the Irish Disability Act 2005, and the Equal Status Acts 2000–2018, and endeavours to ensure that the core functionalities of the App are designed, developed, and maintained with accessibility considerations in mind.

33C.2. Accessibility Standards. In the design, development, and testing of the App, LookPay applies, to the extent commercially reasonable having regard to its size, stage of development, and resources, the Web Content Accessibility Guidelines (WCAG) 2.1 at Level AA, as published by the World Wide Web Consortium (W3C). LookPay's accessibility design principles include, where technically and commercially feasible:

(a) Compatibility with mobile screen reader technologies, including VoiceOver on iOS and TalkBack on Android;
(b) Support for operating‑system‑level dynamic text sizing, display scaling, and bold text settings;
(c) Colour contrast ratios for text and interactive user interface elements that meet or exceed WCAG 2.1 Level AA thresholds;
(d) Provision of text alternatives (labels, descriptions) for non‑text content and interactive elements;
(e) Consistent and predictable navigation structures and interface layouts across all primary screens of the App;
(f) Touch target sizing that accommodates Users with reduced fine motor control; and
(g) Avoidance of reliance on colour alone as the sole means of conveying information, indicating an action, or distinguishing a visual element.

33C.3. Inherent Service Limitations. The User acknowledges that certain fundamental features of the LookPay Service, by virtue of their core nature and operational purpose, present inherent accessibility constraints that cannot be fully eliminated without fundamentally altering or compromising the essential character of the Service:

(a) Proximity Check‑In. The Proximity Check‑In feature relies upon the physical presence of the User within a defined spatial perimeter around the Merchant's premises and upon the User carrying a charged, location‑enabled, and Bluetooth‑ or Wi‑Fi‑capable mobile device. Users who, by reason of disability, are unable to carry a smartphone in the conventional manner, or who use mobility aids that may affect the device's ability to detect proximity, are encouraged to contact LookPay's support team at support@lookpay.app to discuss any reasonable accommodations that may be feasible in their particular circumstances.

(b) Facial Authentication Profile. The Facial Authentication Profile feature, being integral to the Merchant‑side visual identity verification process, requires the User to upload a clear and recognisable facial photograph. Users with visual impairments who are unable independently to verify the quality, clarity, and accuracy of their uploaded photograph may seek assistance from a trusted companion, carer, or family member, or may contact LookPay for guidance on ensuring the photograph meets the required standard.

(c) Critical Transaction Alert. The Critical Transaction Alert is delivered to the User's device as a push notification that includes both a visual banner and, where the device settings permit, an audible alert. Users with hearing impairments are advised that the visual component (a persistent notification) will remain visible on the device screen until dismissed, and that the transaction details are also accessible within the App's transaction history. Users who require an alternative method of receiving transaction alerts are encouraged to contact LookPay.

(d) Merchant Terminal Display. The Merchant Terminal screen, on which Facial Authentication Profiles are rendered for the Merchant's visual verification, is a point‑of‑sale device located in a commercial environment. The design and accessibility of the Merchant Terminal interface are constrained by its intended use in a fast‑paced retail context, and LookPay cannot guarantee that the Merchant Terminal will meet all accessibility standards applicable to consumer‑facing applications.

33C.4. No Representation of Full Conformance. The User acknowledges and agrees that, while LookPay is committed to progressively enhancing the accessibility of the App and Services, LookPay does not represent, warrant, or guarantee that the App conforms fully, or at all times, to WCAG 2.1 Level AA or to any other accessibility standard, guideline, or regulation. Accessibility compliance is an iterative and ongoing process, and LookPay's efforts are assessed on a commercially reasonable endeavours basis, having due regard to LookPay's status as a technology start‑up or early‑stage company with finite development resources.

33C.5. Third‑Party Components and Merchant Devices. LookPay's ability to ensure accessibility may be materially limited in respect of:

(a) The Merchant Terminal hardware and software, which are provided by LookPay to Merchants and are operated by Merchant employees in a commercial environment over which LookPay exercises limited operational control;
(b) Third‑party libraries, software development kits (SDKs), frameworks, and open‑source components integrated into the App, the accessibility of which is the responsibility of the respective third‑party developer; and
(c) The operating system‑level accessibility features of the User's device (iOS or Android), which are the sole responsibility of the device manufacturer and operating system provider (Apple Inc. or Google LLC, respectively).

33C.6. Feedback and Reasonable Accommodations. LookPay welcomes and encourages feedback on the accessibility of the App and the Services. Users who encounter an accessibility barrier, who believe that any aspect of the App or Services does not adequately accommodate their needs, or who wish to request a reasonable accommodation to access any feature of the Services, are invited to contact LookPay at accessibility@lookpay.app. LookPay shall review each such communication in good faith and, where the requested accommodation is technically feasible and commercially reasonable in LookPay's sole judgement, shall endeavour to implement the accommodation or to provide a suitable alternative within a reasonable timeframe. LookPay shall respond to each accessibility enquiry within fifteen (15) business days of receipt.

33C.7. No Admission. Nothing in this Article 33C shall be construed as: (a) an admission by LookPay that the App or Services are subject to any specific legal accessibility obligation beyond those expressly imposed by applicable law; (b) a representation that the App or Services are fully accessible to all Users or compliant with all applicable accessibility standards; or (c) a waiver or limitation of any defence available to LookPay in any proceedings, claim, or investigation concerning accessibility, whether under the Equal Status Acts 2000–2018, the Disability Act 2005, the European Accessibility Act, or any equivalent legislation in any jurisdiction.

ARTICLE 34 — GOVERNING LAW AND DISPUTE RESOLUTION

34.1. Governing Law. This Agreement, its subject matter, formation, and any non‑contractual disputes or claims arising out of or in connection with it, shall be governed exclusively by the laws of the Republic of Ireland, without regard to conflict of law principles.

34.2. Mandatory Internal Complaint Procedure. Before initiating any formal legal action, the User must first submit a detailed written complaint to legal@lookpay.app. LookPay will acknowledge receipt within five (5) business days and shall endeavour to resolve the complaint within fifteen (15) business days. Where a complaint relates to the Instrument Balance, to settlement, or to a transaction the User believes was unauthorised, LookPay will investigate the complaint in accordance with this Agreement, including Articles 12 and 13, and LookPay’s internal complaint procedure shall apply. Nothing in this Article 34.2 requires LookPay to apply the timeframes or procedures prescribed by PSD2.

34.3. Complaints, Ombudsman, and Alternative Dispute Resolution. LookPay is not authorised or supervised by the Central Bank of Ireland as a payment institution, electronic money institution, or credit institution, and the Services do not constitute a payment service within the meaning of the European Union (Payment Services) Regulations 2018. Accordingly, the Financial Services and Pensions Ombudsman does not have jurisdiction in respect of the Services or this Agreement, and the User does not have the right of referral to that body that would apply if LookPay were a regulated financial services provider. This reflects, and is consistent with, the information given to the User under Article 3.9. Where the User remains dissatisfied with the outcome of LookPay's internal complaints procedure, the User may pursue any remedy available to it under applicable law, including before the courts of competent jurisdiction in accordance with Article 34.4. Nothing in this Agreement limits the User's right to refer a complaint to any body that does have jurisdiction over LookPay. LookPay may, at its discretion, agree to participate in an alternative dispute resolution process where it considers it appropriate to do so, but is not obliged to do so and does not thereby confer any right to such a process.

34.4. Jurisdiction. Subject to the User’s right, as a consumer domiciled in the EEA, to bring proceedings in the courts of their own domicile, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland, sitting in Dublin, for the resolution of any dispute arising under this Agreement.

ARTICLE 35 — CONTACT AND NOTICES

35.1. Contact Information and Email Directory. All communications, notices, complaints, and queries regarding this Agreement or the Services may be directed to the appropriate address below. Please use the specific email address that corresponds to your matter to ensure prompt handling.

LookPay Limited
Registered office: Letterkenny, County Donegal, Ireland
Company registration number: 825958