Terms and Conditions

PLEASE READ THESE TERMS TOGETHER WITH THE POLICIES (EACH AS DEFINED BELOW) CAREFULLY BEFORE USING THE LUNU SERVICES, SUCH AS THE WIDGET AND THE POS TERMINAL (HEREINAFTER THE LUNU SERVICES). BY REGISTERING FOR A LUNU ACCOUNT, CONTINUED HOLDING OR USE OF AN ACCOUNT OR USE THE LUNU SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE FULLY UNDERSTOOD THESE TERMS IN THEIR ENTIRETY, AND YOU AGREE AND ACCEPT THESE TERMS IN THEIR ENTIRETY AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LUNU (AS DEFINED BELOW). IF YOU DO NOT ACCEPT ANY PROVISION OF THESE TERMS (OR ANY PART THEREOF), PLEASE DO NOT APPLY FOR THE WIDGET OR THE POS TERMINAL, REGISTER FOR THE LUNU ACCOUNT OR USE THE LUNU SERVICES. IF YOU ARE UNDER 18 YEARS OF AGE, YOU WILL NOT BE ELIGIBLE TO APPLY OR REGISTER FOR THE USE OF THE WIDGET, THE POS TERMINAL, THE LUNU ACCOUNT OR ANY OTHER PART OF THE LUNU SERVICES.

1. Contractual partner for the Lunu Services

WEB3 Solutions S.R.L. – a company incorporated in Largo Richini 6 Cap 20122 Milan, Italy, (registration number - 13774000965), listed in the Italian Register of Virtual Assets Service Providers under the oversight of the Organismo Agenti e Mediatori (OAM).

Lunu provides a technical solution which enables the Retailer to accept cryptocurrencies as payment from their customers (the "Customers") and be paid in local currency to the Retailer's bank account (the "Lunu Services").

Lunu sells POS terminals ("POS Terminals") and provides the Retailer with the online widget "Widget" for accepting cryptocurrencies through the Lunu Services at the point of sale "POS" from Customers on behalf of the Retailer, stores and exchanges cryptocurrencies with subsequent delivery of funds in local currency to the Retailer's bank account.

These Terms incorporate and you hereby agree with Lunu's Privacy Policy, other applicable policies, other terms and conditions or terms of use as may be prescribed by Lunu, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the Lunu Website or are referred to in these terms and which Lunu may modify from time to time (collectively, the "Policies").

2. Right to use the Lunu Services, Sign Up, Retailer Console and password

Lunu grants the Retailer a non-exclusive, non-sublicensable, non-transferable license for the Term (as defined in section 24), to access and use the Lunu Services in accordance with and subject to the Terms and Conditions of this Agreement.

In order to be eligible to apply for and use the Lunu Services, the Retailer's Representative must be resident in an eligible country. In order to be eligible to use the Lunu Services, the Retailer's Representative must be at least eighteen (18) years of age, and have full power and capacity to accept these Terms.

The Retailer must represent and warrant to Lunu in opening an account with Lunu, that the Retailer is not acting on behalf of or for the benefit of anyone else.

Specifically, the Retailer's Representative must not be a resident in any of the following restricted locations: Algeria, Afghanistan, Bangladesh, Belarus, Benin, Bolivia, Burkina Faso, Burundi, Cameroon, Central African Republic (the), Chad, China, Côte d'Ivoire, Congo (the Democratic Republic of the), Crimea Region, Cuba, Ecuador, Egypt, Eritrea, Etiopia, Gabon, Ghana, Guinea, Guinea-Bissau, Gyana, Haiti, Indonesia, Iran (Islamic Republic of), Iraq, Kosovo, Kuwait, Lebanon, Lesotho, Libya, Maldives, Mali, Morocco, Myanmar, Namibia, Nepal, Niger, Nigeria, North Macedonia, North Korea, Palau, Palestinian Territories, Pakistan, Russia, Senegal Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Tajikistan, Tanzania, Thailand, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Vietnam, Yemen Zambia and Zimbabwe. The Retailer's Representative hereby represents and warrants that he/she is not located in a restricted location.

In order to use the Lunu Services, the Retailer must sign-up for the Lunu Services and create a profile on the Lunu Platform ("Retailer Console").

When setting up the Retailer Console, the Retailer must set up a username and a password that protects access to the Retailer Console.

The password must be secure. The Retailer shall: (i) keep the login data (username and password) for its Retailer Console secret; (ii) not disclose its login data for the Retailer Console to any third party; (iii) take appropriate safeguards in accordance with good industry practices to prevent unauthorised access to the Lunu Services.

The Retailer is responsible for maintaining the confidentiality of its login details for its Retailer Console and for any activities that occur under its Retailer Console.

If the Retailer believes that a third party may know its password, it must change said password without undue delay. If the Retailer suspects that the password has been misused or the Retailer Console has been compromised in any other way, the Retailer shall inform Lunu without undue delay via an email to: support@lunu.uk.

The Retailer shall provide all such Retailer Information as may be requested by Lunu and deemed by Lunu necessary for purposes of determining whether to approve of your account registration and determine the scope of services the Retailer is eligible to receive from Lunu.

The Retailer hereby agrees to:

• provide accurate, current and complete Retailer Information in relation to his/her identity, location and other matters in connection with his/her registration for Lunu Services;
• keep all Retailer Information provided updated at all times;
• do not use a password for your account that the Retailer has already used for an account maintained with any other website or any other service provider.

3. Lunu Pay Widget, Pay-by-Link, POS Terminal

Lunu offers the following points of interaction to retailers:

POS Terminal. If a Customer wants to pay with cryptocurrencies at POS, the Retailer will have to enter the purchase price in local currency into the POS Terminal. Thereafter the final amount in crypto currency based on the available exchange rate at that point in time will be displayed with a QR code. The Customer needs to scan the QR code with their mobile device and make the payment.

Pay-by-Link. In the Lunu Console, the Retailer can generate payment requests, setting the amount to be paid, Customer's name, email and other payment details (order ID, currency, invoice attachment) and sharing a one-time link to the Widget with Customers by email to facilitate payments through the Lunu Service anywhere in the world ("Pay-by-Link"). Using the link from the received email, the Customer launches the Widget and makes the payment. Lunu has agreed to provide the Retailer with access to its Pay-by-Link solution globally, pursuant to the terms of this Agreement.

Widget. In this Agreement, "Widget" means the software code supplied by Lunu to be integrated with the Retailer's platform in order to enable Customers to view prices displayed in, and pay for products on the Retailer's e-commerce platform in cryptocurrencies through the Lunu Services. The Retailer shall download and integrate the Widget with its e-commerce platform and Lunu grants the Retailer a non-exclusive, non-transferable license to download, integrate and use the Widget for the purpose of displaying prices to and accepting payment from Customers in cryptocurrency through the Lunu Services, in accordance with and subject to the Terms and Conditions of this Agreement. If the Customer chooses to pay with crypto currencies, the Widget is activated and displays the final amount in crypto currency based on the available exchange rate as described in Section 4, along with the QR code generated. If the Customer agrees to the exchange rate offered he/she needs to scan the QR code with their mobile device and it will initiate the transaction.

4. Conversion, pay-out, refund

The Retailer appoints Lunu as its agent solely for the limited purpose of accepting cryptocurrency from the Customers on the Retailer's behalf in connection with the Retailer's sale of goods and services to Customers. Payment from a Customer to Lunu is considered the same as payment made directly to the Retailer by the Customer. Upon a Customer's payment of cryptocurrencies to Lunu, the Customer's payment obligation to the Retailer for an amount equal to the cryptocurrency transferred to Lunu is terminated, and Lunu is instead responsible for transferring an amount of funds to the Retailer that is equal to the amount of cryptocurrency received from the Customer. The Retailer's recourse is only against Lunu if Lunu fails to transfer the corresponding amount of funds to the Retailer.

Lunu shall determine the exchange rate applicable to: (i) any fiat currency amounts entered by the Retailer into the Lunu Services for the purpose of displaying prices in cryptocurrency to Customers; (ii) any transfer of funds to the Retailer; and (iii) any refunds paid by the Retailer to the Customer, in each case by selecting from the rates made available by third party providers integrated with the Lunu Services at the time of the transaction. Lunu does not warrant that the exchange rate applied to such payments will be the best available on the market.

If the total balance is not less than respectively 500 (five hundred) EUR or 500 (five hundred) GBP or 1000 (one thousand) USD, Lunu will transfer the funds to the Retailer's bank account daily, weekly or monthly, minus the Lunu Services fees (cf. Section 14).

All the refunds shall be made in cryptocurrency, minus the network fee (which shall be borne by the Customer) and the Service Fee (which shall be borne by the Retailer).

5. Lunu's conditions for your sale

5.1. Payment order and Records — You must retain all records necessary to fulfil the goods or services sold to the customer and to provide post-sale support to the customer. Lunu is required to keep records of all documentation and information collected for your merchant account for the duration that your account is active, and for at least 5 years thereafter in accordance with the applicable regulations on the recording of banking transactions and anti-money laundering.

5.2. Customer Verification — If applicable law prohibits the sale of certain goods, you must ensure that you do not sell the goods to the Customer and Lunu is not responsible for this as Lunu is only a payment processor/facilitator. Also, if you sell goods such as tobacco or prohibited age restricted goods that may only be sold from the age of 18, Lunu is not responsible if you do not adequately verify the age of your Customers at the point of sale.

6. Security, Identity and Advertising

6.1. Security — Lunu has implemented the most advanced security standard in its platform to protect Retailers from fraud, however, this does not mean that the Retailer account cannot be abused. Fraud can take any form. Lunu does not take any responsibility for fraud if any access, login information to the application/system is given by you to someone else.

6.2. Verification of Your Identity — To verify your Retailer application with Lunu during account registration, Lunu may share your documents with identity verification (KYC/KYB) service providers and credit unions to request information about your eligibility. By accepting these terms, you give Lunu permission to retrieve information about you through the use of third parties and acknowledge that Lunu may need to share the information you have previously provided to us. Lunu may from time to time work with these third parties to verify your eligibility for the services Lunu provides to you. You agree that your use of the Services may require us to share your information with these third party providers, who will need to verify your eligibility to use the Services in accordance with their own verification procedures.

6.3. Password protection policy — The Retailer will choose a password when registering the account in the Lunu console. Retailers are responsible for maintaining the confidentiality of the password and account credentials. Retailers are fully responsible for all activities that occur with the use of the password or account. Please notify us (support@lunu.uk) without undue delay of any unauthorized use of the password or account or any other breach of security in relation to the Lunu Services. If you give the password to others, Lunu will not be liable for any loss you incur as a result of someone else using your password or account with or without your knowledge. You must not allow other merchants to use your account. You must not use another person's password at any time.

7. Prohibited use and business

7.1. Prohibited Use — In connection with your use of the Services and your interactions with other users and third parties, you agree that you will not engage in the following Prohibited Uses. Lunu will act reasonably in determining whether an activity falls into one of these categories. If you are unsure whether your use of the Services constitutes a Prohibited Use or have questions about how these requirements apply to you, please contact Lunu at support@lunu.uk.

Prohibited Activity: actions that would violate or contribute to a violation of any law, statute, ordinance or regulation, including applicable sanctions programs of the United States, the United Kingdom, the European Union, the United Nations and the country in which you operate, or that would involve the proceeds of unlawful activity; actions that would publish, distribute or disseminate unlawful material or information. If Lunu becomes aware of or receives notice of unlawful activity, Lunu has the right to terminate your retailer account.

Abusive Activities: Acts that adversely affect, intercept, or expropriate systems, data, or information; transmit or upload material to our computer systems, networks, or websites that contains viruses, Trojan horses, worms, or other harmful or disruptive programs; attempt to gain unauthorized access to our computer systems, networks, or websites or to the accounts of our other customers; interfere with another person's or entity's access to or use of the Services; use any other party's information to access or use our computer systems, networks or websites, except in the case of specific Business Customers, specifically authorized by a user to access that user's account and information; transfer your account access or rights to your account to a third party, except by operation of law or with the express written permission of Lunu; or otherwise collect information from our computer systems, networks or websites about others, including without limitation email addresses, without proper consent. If we become aware of or report any unlawful activity, we may terminate the Retailer account.

Offensive Actions Against Others: Actions that defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as rights of privacy, publicity, and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.

Fraud: Acts intended to defraud us, our users or any other person; deliberately providing us with false, inaccurate or misleading information.

Intellectual Property Infringement: Transactions involving items that infringe a copyright, trademark, right of publicity or privacy, or other right protected by law; using Lunu's intellectual property, names, or logos, including use of Lunu's trademarks or service marks, without Lunu's consent or in a manner that otherwise harms Lunu or a Lunu copyright.

7.2. Prohibited Business — The following categories of transactions, business practices and items for sale are prohibited on the Services. If you are unsure whether or not your use of the Services falls into a Prohibited Business Category, please contact us at support@lunu.uk.

• Drugs and drug paraphernalia (e.g., narcotics, controlled substances, steroids and any equipment designed for making or using drugs);
• Weapons of any kind, including but not limited to firearms, munitions, knives, gunpowder and other explosives (including fireworks);
• Toxic and radioactive materials;
• Substances designed to mimic illegal drugs;
• Prostitution;
• Money laundering or terrorist financing;
• Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
• Items used for speculation or hedging purposes (such as derivatives);
• Credit and collection services;
• Items that infringe or violate any intellectual property rights such as copyrights; trademarks, trade secrets, or patents, including counterfeit or unauthorised goods, including but not limited to fake or "novelty" IDs;
• Transactions that disclose the personal information of third parties in violation of applicable law;
• Transactions related to cloud-mining;
• Debt settlement, refinance, or credit repairs;
• Court-ordered payments, structured settlements, tax payments, or tax settlements;
• Lottery contracts, layaway systems, or annuities;
• Wash trading, front-running, insider trading, market manipulation, or other forms of market-based fraud or deceit;
• Purchasing goods from any type of Tor hidden service markets or "Darknet" markets, or any other service or website that acts as a marketplace for illegal goods;
• Transactions involving sanctioned parties, countries, jurisdictions, or coins;
• Any other activity that is against the laws and regulations of countries or jurisdictions in which Lunu operates.

7.3. Restricted Business — If you engage in any of the following categories of business, you may be required to agree to additional terms and conditions and permissions from us. Please contact us at support@lunu.uk if you have questions.

• Religious/spiritual organisations;
• Transactions associated with banking, offshore banking, transactions to finance, investing, investment related products.

8. Account opening with Third Parties

Lunu reserves the right to open an account on behalf of the Retail with Third Parties.

9. Methods of Settlement

Lunu verifies the purchase transaction on the blockchain network and updates the balance of your local currency in your ledger. The debits and credits in your ledger are funds temporarily held by Lunu and its third party provider until a settlement can be made to your bank account. You can receive a settlement in your local currency. Lunu always prefers to provide a settlement in fiat currency to avoid price fluctuations in cryptocurrencies.

10. Settlements in Local Currencies

Direct bank transfer with local payment methods are available to Retailers located in Lunu's supported countries. If you wish to receive direct bank transfer statements, you must provide Lunu with valid bank account details. If you receive direct bank transfer statements, Lunu will send a direct bank transfer to your bank account to clear your accumulated ledger balance within two business days.

Minimum settlement amounts and refund reserves apply to the account ledger for withdrawal options to the Retailer. The current minimum settlement amount per day varies from currency to currency and is set at EUR 500 (five hundred), GBP 500 (five hundred) and USD 1000 (one thousand).

11. Your Bank Account

It is your sole responsibility to update your account details with Lunu if you change or close your existing bank account. Lunu is not responsible for any charges incurred for chargeback of overdrafts or related bounce fees for the closed/cancelled accounts. Once the new account is updated with Lunu, it will take a few days for your Retailer account to be updated with the new bank details. Therefore, there may be a delay in statements when the new bank information is updated.

12. Unclaimed transaction

If a payment exception is made and Lunu receives cryptocurrency and Lunu is unable to contact you or the customer and has no record of your or the customer's use of the Services for several years, applicable law may require Lunu to report those funds to the appropriate jurisdiction as unclaimed property. If this is the case, Lunu will attempt to locate you or the customer using the notification information contained in our records. However, if Lunu is unable to locate you or the customer, Lunu may be required to turn over such funds to the appropriate state or jurisdiction as unclaimed property. Lunu reserves the right to deduct a reasonable retirement fee or other administrative fees from such unclaimed funds to the extent permitted by applicable law.

13. Retailer Account Information in Retailer dashboard

Through your Retailer account, you can access account information that includes your general ledger and transaction and billing history. If you experience an error, you must notify us as soon as possible to resolve the issue.

14. Refund Procedures

Lunu can facilitate cryptocurrency refunds on your behalf. You can opt for a partial refund or a refund of the full amount of the original purchase. If you do not have enough funds in your Lunu account to cover the refund, Lunu may require you to deposit fiat into Lunu to cover the refund to the customer. Any currency conversion required during the refund process will be calculated at a spot rate set by Lunu.

15. Fees and payment terms

The applicable service fees for the Lunu Services are 1% of each transaction (payments and refunds) by Lunu in connection with the provision of the Lunu Services ("Service Fees"). The Retailer shall pay the Service Fees at the same time as the payment of the fiat currency transaction amount to the Retailer, and Lunu shall deduct the Service Fees from the amount of fiat that Lunu transfers to the Retailer's account.

If the Retailer issues a full or partial refund to its Customers, the Lunu Service Fee will be added on top of the refund amount. The deduction of the refund amount will be added as a separate entry in your retailer dashboard after the refund has been executed. Lunu Service Fees are non-refundable.

Any crossborder fees such as SWIFT are levied on the Retailer. Retailers using Lunu Services on Shopify CMS platform will be charged an additional 0,35% fee. All Service Fees are payable in the fiat currency transferred to the Retailer by Lunu and do not include the value added tax (or any equivalent tax in any jurisdiction).

16. Retailer's obligations

The Retailer shall inform the Customer prior to accepting the Customer's payment in cryptocurrencies that: (i) a payment with cryptocurrencies cannot be reversed and that the Customer cannot receive a refund in local currency but only in the currency that was used for purchase (ii) the Customer will receive the refund in cryptocurrency but equal to the amount of the local currency inputted by the Retailer at the time of the initial purchase; (iii) this amount will be converted at the time of the refund using the available exchange rate determined in accordance with section 4 above, less any applicable network fees and Service Fees.

The Retailer: (a) must comply with all applicable laws and regulations with respect to its use of the Lunu Services and its activities under this Agreement; (b) must comply with the Terms and Conditions of this Agreement; (c) shall be responsible for all actions that occur under its Retailer Console; (d) must ensure that it installs any update to any Terminal software made available by Lunu; (e) must not do, or allow any other persons to do: access, store, distribute or transmit through the Lunu Services any thing or device which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network or any other service or device, or adversely affect the user experience (including Trojan horses, viruses and similar); use the Lunu Services in a manner that is illegal or causes damage or injury to any person or property; use any automated system to access the Lunu Services in a manner that sends more request messages than a human can reasonably produce; attempt to interfere with or compromise the integrity of the Lunu Services (Lunu reserves the right to disable the Retailer's Console or access for any breach). The Retailer is obliged to keep the information provided in the Retailer Console up-to-date and accurate.

17. Availability of Lunu Service

Lunu provides an average availability of 99.9% (based on the calendar year) of the Lunu Services. The Lunu Services shall be deemed to be available if it is available via the Internet (diagnostic request from the POS Terminal(s)). Maintenance times and urgent adjustments/security updates are not taken into account when determining availability. The Retailer is solely responsible for procuring and maintaining its network connections and for ensuring its systems comply with specifications provided by Lunu. Lunu has the right to suspend the Lunu Services temporarily if necessary for security or technical measures.

18. Settlement Statements

Lunu shall make available to the Retailer, through the Retailer's Console, settlement statements setting out the amounts collected by Lunu on behalf of the Retailer. The Retailer shall regularly retrieve and check the settlement statements and must notify Lunu of any dispute within six (6) weeks of such statements being made available.

19. Customer Complaints

Customers who complain to Lunu about a purchase will be referred to you for resolution. Lunu reserves the right to terminate accounts that receive excessive complaints. The Retailer is responsible for securing access to their account and providing accurate information required for a refund.

20. Retailer Complaints

Retailers who wish to complain about our processing service can do so by emailing support@lunu.uk or via our contact page https://support.lunu.uk/contact-us.

21. Special Provisions for the sale of Terminals

The Retailer may place orders for POS Terminal(s) through the Retailer Console (each, an "Order") once the Retailer has received access to the Console. The Retailer selects the device(s), adds them to the shopping cart, and by clicking "buy now" places a binding order. Each Order constitutes an offer by the Retailer to purchase the POS Terminal(s) in accordance with this Agreement. Lunu will send an Email confirmation and an invoice. Each Order shall only be deemed accepted when Lunu issues an email acceptance, at which point the contract for the sale and purchase shall come into existence. The price ("Purchase Price") includes VAT and cost of packing, insurance and transport. The Retailer shall pay the invoice within 30 days of the date of the invoice, in EUR by wire transfer. Lunu shall ship to the address set out in the Order ("Delivery Location"). Risk and title pass on delivery. Lunu grants the Retailer a worldwide perpetual, non-exclusive right to use the software pre-installed on the POS Terminals ("Firmware") solely for using the POS Terminal(s) to receive and process transactions through the Lunu Services. The Retailer must inspect delivered POS Terminals and report any defects without undue delay. Defects liability period is one (1) year from delivery. Product Liability limitation periods remain unaffected.

22. Intellectual Property Rights

Except as expressly set out in this Agreement, Lunu does not grant the Retailer any rights to or licenses in respect of the Lunu Services or the Firmware. Unless permitted by law, the Retailer will not: copy, modify, duplicate, create derivative work from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Lunu Services; adapt, modify, duplicate, or reproduce any part of the Widget; reverse compile, disassemble, or reverse engineer the Lunu Services or the Firmware (except as necessary for integration where Lunu has not provided the information within a reasonable period); access the Lunu Services to build a competing product or service; erase or remove any proprietary notices; or make copies of the Widget or Firmware other than for backup and security (such copies remain owned by Lunu).

23. Data Protection

Details about data protection can be found in Lunu's Privacy Policy published on Lunu's Website. Each Party agrees that it shall process all Customer personal data in accordance with applicable privacy laws. The Retailer grants Lunu a license to access, download and use any data it uploads to the Lunu Console ("Retailer Data") for the purpose of: (a) providing the Lunu Services to the Retailer; (b) complying with Lunu's regulatory obligations; (c) developing, testing, improving and altering the functionality of the Lunu Services; (d) producing anonymised or aggregated statistical reports and research. The Retailer represents and warrants that it has the necessary rights and consent to allow Lunu to use the Retailer Data in accordance with this Agreement. The Retailer shall maintain a backup of the Retailer Data; Lunu shall not be responsible for the deletion, correction, alteration, destruction, damage, loss or failure to store any Retailer Data.

24. Confidential Information

Each Party may be given access to information from the other party that is identified as confidential or which is, by its nature, clearly confidential ("Confidential Information"). A Party's Confidential Information shall not be deemed to include information that: is or becomes publicly known other than through any act or omission of the receiving party; was in the other party's lawful possession before the disclosure; is lawfully disclosed by a third party without restriction; is independently developed by the receiving party (shown by written evidence); or is required to be disclosed by law or by any court or regulatory body. Each Party shall hold the other party's Confidential Information in confidence and shall not make it available for any purpose other than as needed to perform the Agreement. Each Party shall take reasonable steps to ensure that the other Party's Confidential Information is not disclosed or distributed in violation of the Agreement.

25. Term and Termination

The Term of this Agreement shall be two (2) years, to be automatically renewed for additional periods of two (2) years if not terminated. Lunu and the Retailer can terminate the Lunu Services by giving one (1) month's written notice, by email to the Retailer's email or to support@lunu.uk. Either Party may terminate with immediate effect if the other Party: is in material or persistent breach and fails to remedy within thirty (30) days; is unable to pay its debts; becomes insolvent or subject to liquidation, administration, winding-up or similar; ceases or threatens to cease to carry on its business; has its financial position deteriorate so that capability to fulfil obligations is in jeopardy; is subject to a change of control; or has any required licence, approval or consent withdrawn, suspended or stopped. Lunu retains the right to suspend or terminate with immediate effect if it can no longer provide the Services in any jurisdiction. On termination: all rights and licenses shall immediately terminate; each Party shall return or destroy the other's Confidential Information (except as required by law). Termination shall not affect rights or remedies that have accrued. Lunu reserves the right to deny, suspend or close the Retailer's Account without notice if Lunu becomes aware or reasonably suspects that the Retailer will be using or have used its Account for illegal activities or misconduct. Lunu reserves the right to monitor, review, store and/or disclose any information as necessary to comply with applicable law, regulation, sanctions program, legal process or governmental request.

26. Liability

Nothing in this Agreement shall exclude or limit Lunu's liability to the Retailer in the event of: damages arising from injury to life, body and health caused by Lunu's negligence; damages for which Lunu is liable due to mandatory legal regulations (especially product liability law). Subject to the above, Lunu shall not be liable to the Retailer for: loss of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss of anticipated saving or wasted expenditure; loss caused by loss of or damage to data, or any special, indirect or consequential damage or loss, costs or expenses. Lunu's aggregate liability for all claims arising under this Agreement in any calendar year shall in all circumstances be limited to any amounts paid or payable by the Retailer to Lunu in that calendar year.

27. Languages

Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be in English, or accompanied by a certified English translation. The English version of this Agreement and any notice or other document relating to this Agreement shall prevail if there is a conflict.

28. Changes to Lunu Services and to these Terms and Conditions

Any amendments or changes to these Terms and Conditions as well as the agreed pricing shall be proposed to the Retailer by email, no later than eight weeks before their proposed date of entry into force. The Retailer may object to such changes before their proposed date of entry into force in which case the Lunu Services is automatically terminated. The amendments shall be deemed to have been approved by the Retailer, unless the Retailer has objected before their proposed date of entry into force. Upon the offer of such changes the Retailer may also terminate the agreement free of charge with immediate effect before the proposed date of entry into force of the amendments. Save as set out in this Section 28, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

29. Applicable Law, Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Italy. Exclusive place of jurisdiction for all legal disputes arising from or in connection with this agreement shall be the Courts of Italy.

30. Ineffectiveness of Individual Clauses

If any provision of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, the validity, enforceability and feasibility of the remaining provisions shall not be affected thereby. The valid, lawful and enforceable provision which reflects as closely as possible the spirit and economic purpose of these Terms and Conditions and the original intention of the parties shall apply.

31. Representations, warranties, undertakings and indemnities

Lunu represents and warrants to the Retailer that: it has the capacity, power and authority to enter into this agreement; the persons entering into this agreement on its behalf have been duly authorised to do so; once duly executed, this agreement shall constitute its legal, valid and binding obligations and shall not violate the terms of any other agreement or judgement or court order to which it is bound; there is no undisclosed proceeding, pending or threatened, which challenges or may have a material adverse impact on this agreement or its ability to perform its obligations; Lunu shall obtain and retain throughout the term all third party and regulatory approvals, licences, consents and rights necessary to perform its obligations; it has the necessary experience and expertise; its obligations will be performed by appropriately experienced, qualified, competent, trained personnel in accordance with good industry practice; and it will not assign, sub-license, transfer or dispose of any of its rights or obligations without the prior written consent of the Retailer (except where agreed). Lunu undertakes to ensure that the Lunu Services is provided at least to the same degree of accuracy, completeness, efficiency, quality, responsiveness and timeliness as well-managed suppliers of similar services; promptly, using reasonable skill and care; and in accordance with the terms of this agreement, any Retailer policies notified in advance, and applicable law. Lunu will indemnify and hold harmless the Retailer and/or any member of its group from and against all costs, expenses, liabilities, losses, damages, claims, demands, proceedings or legal costs and judgments incurred as a result of any claim that the performance, receipt or use of the Lunu Services by the Retailer infringes or misappropriates the intellectual property rights of any third party. Save as expressly set out in this Agreement, all other representations, warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

32. Varia

Events outside a party's control — Neither Party shall be liable to the other for any delay or non-performance arising from any cause beyond its control including telecommunications failure, Internet failure, act of God, act of a third party (unless an approved sub-contractor of Lunu), war, fire, flood, explosion, or civil commotion. Nothing in this section shall excuse the Retailer from any payment obligation under the Agreement.

Waiver — No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

Entire Agreement — The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

No partnership or agency — Save as expressly set out in this Agreement, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.