Whitelabel Service Agreement

Whitelabel eSIM Web Store Service Agreement

Partner-Owned Payment Processing Variant (Partner as Merchant of Record)

Effective Date: 29 April 2026

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

This is the Partner-Owned Payment Processing variant of the Whitelabel Service Agreement. It applies where the Partner uses its own payment processor account (Airwallex, Stripe, PayPal, Adyen, or other) to collect End Customer payments, and the Partner pays OMAX wholesale fees on a postpaid or prepaid basis. A separate variant of this Agreement applies where End Customer payments are collected through OMAX's Shared Payment Processing infrastructure with OMAX as Merchant of Record.

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

1. Definitions

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

• "OmaxTelecom Console ("Console")": the partner-facing administrative interface operated by OMAX at console.omaxtelecom.com, through which the Partner configures and manages the Whitelabel Store, branding, Catalogue exposure, retail pricing, payment-processor integration, and all back-office functions, and through which the Partner accepts these and other applicable terms.
• "Identity Provider": the OAuth 2.0 identity provider operated by OMAX at id.omaxtelecom.com (the "OmaxTelecom ID"), which authenticates the Partner's users into the Console and, where the Partner additionally integrates Bappy or any other OMAX API alongside the Whitelabel Store, issues access tokens for that API.
• "Organization": the OMAX tenant associated with the Partner. All Whitelabel Store configuration, sales records, billing, and supporting data are scoped to a single Organization, with strict tenant isolation enforced by OMAX.
• "Whitelabel Store": the branded eSIM storefront made available to the Partner under the Partner's own brand and Branded Domain, hosted by OMAX on OMAX infrastructure and connected to OMAX's wholesale eSIM Catalogue.
• "Branded Domain": the custom domain (or sub-domain) controlled by the Partner at which the Whitelabel Store is published.
• "Catalogue": the country, regional, and global eSIM data Plans made available by OMAX through the Whitelabel Store at OMAX's wholesale rates.
• "Plan (also "Bundle")": a pre-defined data package with a stated data allowance, validity period, coverage footprint, and price. The terms "Plan" and "Bundle" are used interchangeably; OMAX systems may expose the resource as either, and OMAX marketing materials may refer to it as a "Bundle".
• "Link": an individual eSIM profile (or, where the Partner enables physical SIM fulfilment, a physical SIM card) provisioned to a specific End Customer through the Whitelabel Store, identified internally by UUID and ICCID, with its own status and Activations.
• "Activation": the binding of a Plan to a Link, whether on initial provisioning or via topup, with its own usage allowance, expiry date, and coverage scope.
• "End Customer": any natural or legal person who purchases an eSIM Plan or top-up through the Whitelabel Store.
• "Wholesale Rate": the rate at which OMAX supplies a given Plan to the Partner, as published in the Console or as separately agreed in writing.
• "Retail Price": the price at which the Partner offers a Plan to End Customers through the Whitelabel Store.
• "Partner Payment Processor": the third-party payment service provider with which the Partner has its own merchant relationship and which the Partner has integrated into the Whitelabel Store checkout (for example, Airwallex, Stripe, PayPal, Adyen, or another OMAX-supported processor).
• "Wholesale Invoice": the periodic invoice issued by OMAX to the Partner for Activations created and any other charges due under this Agreement.
• "Wallet Balance": the EUR-denominated balance held against the Partner's Organization, against which Wholesale Rates are deducted at the moment of Activation when the Partner operates on prepaid terms.

2. Eligibility and Onboarding

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

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

3. Whitelabel Store Provisioning

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

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

4. Pricing and Retail Price Setting

OMAX supplies Plans at the Wholesale Rate. The Partner sets the Retail Price for each Plan in the Console. The Partner is responsible for ensuring that all Retail Prices are: (i) accurate and not misleading; (ii) inclusive or exclusive of VAT/GST/sales tax in the manner required by the law of the End Customer's jurisdiction; and (iii) clearly displayed in the End Customer's currency where appropriate.

OMAX may revise Wholesale Rates on at least thirty (30) days' notice through the Console. Rate changes apply only to Activations created after the effective date of the change. Where OMAX charges the Partner per-Link or per-SMS recurring fees in connection with the Whitelabel Store back-end, those fees are billed via the Wholesale Invoice or deducted from the Wallet Balance, as applicable.

5. Partner-Owned Payment Processing: Partner as Merchant of Record

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

• the Partner (or its affiliate) appears on the End Customer's card statement, receipt, and refund record;
• the Partner contracts directly with the Partner Payment Processor and is solely responsible for that merchant agreement, including underwriting, KYC, fees, and chargebacks;
• the Partner collects gross Retail Prices directly from End Customers through the Partner Payment Processor; OMAX never holds End Customer funds under this variant;
• the Partner issues End Customer purchase receipts and tax invoices, and is solely responsible for all VAT/GST/sales-tax obligations triggered by sales to End Customers (including registration and remittance in any jurisdiction where the Partner is liable);
• the Partner handles all End Customer refunds and disputes, in accordance with the refund policy displayed on the Whitelabel Store and applicable consumer-protection law.

OMAX provides only the Whitelabel Store front-end, the Catalogue, the eSIM provisioning back-end, and the integration adapter to the Partner Payment Processor. OMAX is not, and shall not be deemed to be, a payment institution, money transmitter, payment service provider, or merchant of record in respect of End Customer transactions under this variant.

6. Supported Payment Processors and Integration

OMAX maintains supported integrations with a list of payment processors published in the Console (currently including Airwallex, Stripe, and PayPal). The Partner shall provide its own API keys, webhook secrets, and merchant identifiers for the chosen processor through the Console. The Partner is responsible for keeping those credentials current; OMAX is not liable for any loss of sales or processing failure caused by expired, revoked, or incorrect Partner Payment Processor credentials.

Where the Partner requests integration with a payment processor not on OMAX's supported list, integration is subject to OMAX's prior written approval, may attract additional setup or engineering fees, and may take materially longer than the standard go-live target.

7. Wholesale Settlement to OMAX

The Partner shall pay OMAX Wholesale Rates for Activations under one of the following models, as configured in the Console:

• Wallet Balance (prepaid): the Partner maintains a positive EUR-denominated Wallet Balance against its Organization; each Activation deducts the Wholesale Rate. If the Wallet Balance falls to zero, the Whitelabel Store will reject further checkouts (or, where configured, will display an out-of-stock message). OMAX will notify the Partner before the balance is exhausted. Where a Link creation or topup fails due to a provider-side error after the Wallet Balance has been debited, OMAX will automatically credit the debited amount back to the Wallet Balance.
• Postpaid Wholesale Invoicing: OMAX issues a Wholesale Invoice on a monthly cadence covering all Activations created in the preceding billing period plus any other charges due (including any per-Link or per-SMS recurring fees). Postpaid arrangements are conditional on a satisfactory credit assessment, may require a deposit or bank guarantee, and may be subject to a credit limit set by OMAX. Wholesale Invoices are payable within fourteen (14) days of the invoice date unless a different period is agreed in writing.

Wholesale Rates exclude VAT/GST/sales tax, which the Partner is responsible for paying or self-accounting in its jurisdiction (under the EU reverse-charge mechanism where applicable, on production of a valid VAT identification number). All payments are made in EUR by SEPA transfer or by such other method as OMAX may accept; bank fees are for the Partner's account.

Late payment of any Wholesale Invoice attracts interest at the rate set out in the Master Terms, may result in suspension of the Whitelabel Store, and may result in OMAX setting off the Partner's deposit (if any) against the unpaid amount. Disputes regarding a Wholesale Invoice must be raised in writing within fourteen (14) days of the invoice date; in the absence of timely dispute, the invoice is deemed accepted.

8. Refunds, Chargebacks, and Fraud

Refunds, chargebacks, and fraud losses are handled exclusively between the Partner, the End Customer, and the Partner Payment Processor. OMAX is not a party to the underlying transaction and bears no financial responsibility for refunds, chargebacks, or fraud losses incurred by the Partner.

In particular:

• the Partner shall display a refund policy on the Whitelabel Store that complies with applicable consumer-protection law (including, where applicable, UK Consumer Rights Act 2015, UK Consumer Contracts Regulations 2013, and EU Consumer Rights Directive 2011/83/EU);
• a refund issued by the Partner to an End Customer does not entitle the Partner to a credit against Wholesale Rates already paid or invoiced, except where the underlying Activation has not been provisioned and OMAX agrees in writing to a wholesale credit, or where the auto-refund mechanism in Section 7 applies;
• the Partner is responsible for ensuring that the Partner Payment Processor's chargeback ratio, fraud ratio, and refund ratio remain within the thresholds set by that processor and the relevant card networks; OMAX is not liable for any consequence of the Partner's failure to maintain those ratios.

9. Compliance, Sanctions, and Acceptable Use

The Partner shall not market or sell Plans to (i) any person or entity on the UK, EU, US (OFAC), or UN sanctions lists, (ii) any person or entity in a comprehensively sanctioned jurisdiction, or (iii) any person or entity for which OMAX has notified the Partner that supply is prohibited. The Partner shall implement reasonable IP-geolocation and country-of-residence checks at checkout and shall cooperate with OMAX's ongoing fraud and sanctions screening. The Partner shall additionally comply with all anti-money-laundering, counter-terrorism-financing, and anti-bribery obligations applicable to it in its jurisdiction.

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

10. End Customer Support and Communications

As Merchant of Record, the Partner is solely responsible for End Customer support, including pre-sales advice, activation assistance, device-compatibility guidance, billing queries, and refund handling. OMAX provides second-line support to the Partner for connectivity, network, and platform issues, through the support channel published in the Console. OMAX does not communicate directly with End Customers under this variant, except where required by law, by a regulator, or to protect network integrity.

11. Data Protection

In respect of personal data of End Customers:

• the Partner is the data controller for the End Customer relationship, including marketing, analytics, customer-relationship-management, payment processing (with the Partner Payment Processor as the Partner's own processor), and any data the Partner ingests into its own systems;
• OMAX is the data controller for the operation of the underlying network, fraud prevention, and any regulatory-required processing;
• OMAX acts as the Partner's data processor for any End Customer data that the Partner instructs OMAX to process on its behalf.

The Data Processing Addendum at omaxtelecom.com/legal/dpa governs all such processing and is incorporated by reference. Each party shall comply with the UK GDPR, the EU GDPR (where applicable), the Data Protection Act 2018, and any other applicable data-protection law.

12. Trademarks and Branding

Each party retains all right, title, and interest in and to its own trademarks, trade names, logos, and brand assets. Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to display the other's trademarks solely for the purposes of operating the Whitelabel Store and as expressly contemplated in this Agreement. Neither party may otherwise use the other's trademarks without prior written consent.

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

13. Service Levels

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

14. Suspension

OMAX may immediately suspend the Whitelabel Store where:

• the Partner is in material breach of this Agreement or the Master Terms;
• any Wholesale Invoice remains unpaid beyond its due date and the Partner has not raised a bona fide dispute within the timeframe in Section 7;
• the Partner's Wallet Balance reaches zero (in which case suspension is automatic but limited to new checkouts);
• OMAX reasonably believes that continued operation creates a material legal, regulatory, security, or financial risk;
• OMAX is required to suspend by law, regulator, or court order.

Suspension does not relieve the Partner of payment obligations accrued prior to suspension.

15. Term and Termination

This Agreement commences on acceptance and continues until terminated. Either party may terminate for convenience on sixty (60) days' written notice. OMAX may terminate with immediate effect on written notice if (i) the Partner is in material breach and fails to cure within fourteen (14) days of notice, (ii) the Partner becomes insolvent or enters any analogous procedure, (iii) the Partner's OMAX Organization is terminated under the Master Terms, or (iv) the Partner's relationship with its Partner Payment Processor is terminated such that the Partner can no longer collect from End Customers.

On termination: (a) the Whitelabel Store is decommissioned and the Branded Domain ceases to resolve to OMAX infrastructure; (b) OMAX will continue to operate Activations already provisioned for End Customers until the end of their stated validity period, subject to the Partner having paid OMAX all Wholesale Rates due in respect of those Activations; (c) any final Wholesale Invoice is issued within thirty (30) days and is payable on its stated due date; (d) any Wallet Balance is dealt with in accordance with the Master Terms; and (e) Sections 7, 8, 11, 12, 17, 18, 19, and 21 survive termination.

16. Setup Fee and Deposit

The setup fee and any deposit terms applicable to the Partner are set out in the Order Form or in the Console at the time of acceptance. Unless otherwise stated: (i) the setup fee is non-refundable; (ii) the deposit (if any) is held as security for the Partner's wholesale obligations and may be applied against unpaid Wholesale Invoices on termination, with any remaining balance returned to the Partner once all sums due under this Agreement have been finally settled.

17. Limitation of Liability

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

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

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

The Partner expressly acknowledges that, because OMAX is not Merchant of Record under this variant, OMAX has no liability whatsoever for End Customer chargebacks, refunds, payment processor fees, payment-related fraud, or any failure of the Partner Payment Processor.

18. Indemnification

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

19. Confidentiality

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

20. Modifications

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

21. Governing Law and Jurisdiction

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

22. Acceptance

By clicking "I accept" in the OmaxTelecom Console at console.omaxtelecom.com, the Partner confirms that: (i) the individual accepting this Agreement is duly authorised to bind the Partner; (ii) the Partner has read and understood this Agreement, the Master Terms, the Privacy Policy, and the Data Processing Addendum; (iii) the Partner accepts that, under this Partner-Owned Payment Processing variant, the Partner is sole Merchant of Record for End Customer transactions and bears all associated payment, tax, refund, chargeback, and fraud risk; and (iv) the Partner agrees to be bound by all of the foregoing.

Last Updated: 29 April 2026