Japan Alternative Payment Methods Addendum

Version 1.0  |  Published 22.09.2026  |  In effect from 22.09.2026

This Addendum (the "Addendum") is made and is deemed effective between the Parties as of the earlier of: (a) the date on which the Merchant accepts this Addendum (including by accepting it online, by signing or submitting a request, order form, application or service request that refers to it, or by otherwise agreeing to it in writing); and (b) the date on which Nomupay first makes the Japan APM Services available to the Merchant or the Merchant first submits a Japan APM Transaction (the "Effective Date"), by and among:

1.       the Nomupay group entity determined in accordance with clause 13 ("Nomupay", "we", "us" or "our"); and

2.       the Merchant, as the recipient of the Japan APM Services (the "Merchant", "you" or "your"),

each a "Party" and together the "Parties".

BACKGROUND

(A)     Nomupay and the Merchant are party to a written agreement under which Nomupay provides payment acceptance, processing and settlement services to the Merchant (the "Agreement").

(B)     The Merchant wishes to accept alternative payment methods available in Japan, which are made available through SB Payment Service Corp. ("SBPS") under a Comprehensive Agency Agreement between SBPS and the Nomupay group (the "Agency Agreement").

(C)     This Addendum sets out the additional terms that apply when the Merchant uses the Japan APM Services. It forms part of, and is incorporated into, the Agreement.

IT IS AGREED as follows:

1.  Definitions and interpretation

1.1     Definitions used in this Addendum. In this Addendum:

"Addendum Page" means the web page maintained by Nomupay on which this Addendum is published, as updated from time to time.

"Agency Agreement" means the meaning given in Background (B).

"Agreement" means the written agreement between the Merchant and Nomupay (however titled, and including its schedules, annexes, addenda, order forms, fee schedules and any terms incorporated into it by reference) under which Nomupay provides payment acceptance, processing and/or settlement services to the Merchant.

"Japan APM" means an alternative payment method listed in Schedule A, as updated by notice from us.

"Japan APM Services" means the acceptance, processing and settlement services provided by us to the Merchant in respect of Japan APMs.

"Japan APM Transaction" means a Transaction made using a Japan APM.

"SBPS" means SB Payment Service Corp.

"Service Provider" means the operator of a Japan APM listed in Schedule A and, in the case of Convenience Store Payment, includes SBPS.

"Service Provider Requirements" means the terms, rules, guidelines, operational and technical specifications, prohibited and restricted category lists, brand guidelines and compliance requirements of SBPS or a Service Provider applicable to a Japan APM, including those listed in Schedule A, in each case as amended from time to time and as notified or made available by us.

"User" means a Customer who pays using a Japan APM.

1.2     Terms defined in the Agreement. The following terms have the meaning given to them in the Agreement. Where the Agreement defines the same concept using a different term, that term applies instead and the reference in this Addendum is read accordingly. Where the Agreement does not define the term, the meaning set out below applies:

"Alternative Payment Method" means a payment method, other than a payment card transaction processed through a Payment Card Network, which we make available to the Merchant for accepting payment from Customers.

"Applicable Law" means all laws, statutes, regulations, rules, orders, licence conditions, binding codes and binding regulatory requirements or guidance applicable to a Party, to the Agreement or to the Japan APM Services.

"Chargeback" means a Transaction that is reversed, charged back, refused, cancelled, recalled or otherwise not settled (or that is recovered from the Merchant after settlement), and the amount concerned.

"Customer" means a person who purchases goods or services from the Merchant and makes, or attempts to make, payment for them through the services provided under the Agreement.

"Fine" means any fine, penalty, assessment, levy, charge, cost, expense or other amount imposed on us or on any member of our group by a Payment Card Network, a regulator, SBPS or a Service Provider.

"Merchant Discount Rate" means the transaction-based fee payable by the Merchant to us for processing a Transaction, however described in the Agreement (including as a merchant service charge, MSC, MDR, transaction fee or processing fee).

"Payment Card Network" means a payment card scheme, payment network or payment method provider whose rules apply to services provided under the Agreement, however described in the Agreement (including as a card scheme, card network, scheme or network).

"Settlement Funds" means funds received by us in respect of Transactions which are due to be settled to the Merchant under the Agreement, net of any amounts we are entitled to deduct, withhold, set off or retain.

"Transaction" means a payment, or attempted payment, by a Customer to the Merchant which is submitted for processing under the Agreement.

1.3     Interpretation. References to a "clause" or "Schedule" are to a clause of, or Schedule to, this Addendum unless stated otherwise. References to notice being given or to something being "notified" by us include notice given by any method permitted under the Agreement, including by email, through a merchant portal or by publication on the Addendum Page. "Including" and "in particular" are without limitation. Headings do not affect interpretation. Except where this Addendum states otherwise, the provisions of the Agreement dealing with notices, confidentiality, indemnities, limitation of liability, security, reserves and set-off apply to this Addendum.

2.  Scope, application and order of precedence

2.1     This Addendum applies only to the Japan APM Services and to Japan APM Transactions. It does not otherwise vary the Agreement.

2.2     Each Japan APM is an Alternative Payment Method for the purposes of the Agreement. The provisions of the Agreement that apply to Alternative Payment Methods apply to the Japan APM Services, except as modified by this Addendum.

2.3     Order of precedence. For Japan APM Transactions, and only to the extent of any conflict:

(a)   the Service Provider Requirements prevail on matters of operational rules specific to a Japan APM (including technical specifications, permitted and prohibited use cases, transaction limits, display and disclosure requirements and brand rules);

(b)   subject to paragraph (a), this Addendum prevails over the Agreement; and

(c)    the Agreement applies in all other respects.

Paragraph (a) does not affect the commercial terms agreed between us and the Merchant under the Agreement or this Addendum (including fees, settlement obligations and the mappings in clause 2.4), and does not create any obligation of ours to the Merchant beyond those set out in the Agreement and this Addendum.

2.4     Application of Agreement terms to Japan APM Transactions. For Japan APM Transactions, and so far as the context permits:

(a)   funds we receive from SBPS in respect of Japan APM Transactions are Settlement Funds;

(b)   any amount imposed on us by SBPS or a Service Provider arising from the Merchant's acts or omissions is a Fine, and the provisions of the Agreement dealing with the recovery of Fines from the Merchant apply to it;

(c)    references in the Agreement to the rules, requirements, operating regulations or standards of a Payment Card Network, or of a provider of an Alternative Payment Method, include the Service Provider Requirements;

(d)   any suspension or termination of the Japan APM Services required or directed by SBPS or a Service Provider is treated as a suspension or termination required or directed by a Payment Card Network, and any provision of the Agreement entitling us to suspend the services or to terminate on that basis applies accordingly; and

(e)   any amount we are entitled not to settle or to recover under clause 6.2 is treated as a Chargeback, and the provisions of the Agreement dealing with Chargebacks (including deduction from Settlement Funds, set-off, debit of the Merchant's nominated account and demand for payment) apply to it.

2.5     Any provision of the Agreement that limits the territories or regions in which the services may be provided, or that requires the Merchant and the transaction to be located in the same Payment Card Network region or territory, does not apply to the Japan APM Services, which may be provided to the Merchant on a cross-border basis.

3.  Role of SBPS and contract structure

3.1     The Merchant acknowledges that the Japan APM Services made available under this Addendum are provided by SBPS through Nomupay, acting as SBPS's authorised agent pursuant to the Agency Agreement.

3.2     The Merchant agrees to comply with the Service Provider Requirements applicable to each Japan APM the Merchant accepts, as notified by Nomupay from time to time, including any amendments to those requirements.

3.3     The Merchant acknowledges that the Service Provider terms listed in Schedule A (including, for PayPay, the PayPay Data Utilization Special Terms (PayPayデータ利用特約)) form part of the Service Provider Requirements, and agrees that we may evidence the Merchant's acceptance of this Addendum and of those terms to SBPS or the relevant Service Provider on request.

3.4     We may retain a record of the Merchant's acceptance of this Addendum, including the date and time of acceptance, the version accepted and the user account or person through which acceptance was given, and may disclose that record to SBPS or a Service Provider as evidence of acceptance.

3.5     For the avoidance of doubt, the Merchant's sole contractual counterparty for day-to-day purposes under this Addendum is Nomupay. All claims, disputes and communications relating to the Japan APM Services shall be directed to Nomupay.

3.6     The Merchant acknowledges that, by entering into this Addendum, a merchant agreement in respect of the Japan APM Services is also established between the Merchant and SBPS. In the case of Convenience Store Payment (Seven-Eleven and FamilyMart), the payment service is provided by SBPS as principal and no contract is established between the Merchant and the convenience store operator.

3.7     The agreement referred to in clause 3.6 takes effect as a separate agreement between the Merchant and SBPS and is not affected by any provision of the Agreement or this Addendum excluding or limiting the rights of third parties to enforce it. Nothing in the Agreement or this Addendum itself confers on SBPS or any Service Provider a right to enforce the Agreement or this Addendum.

4.  Appointment of Nomupay as agent

4.1     The Merchant appoints Nomupay as its agent, for the purposes of the Japan APM Services, to:

(a)   execute the merchant agreement with SBPS referred to in clause 3.6, and related agreements, on the Merchant's behalf;

(b)   make applications and notifications to SBPS on the Merchant's behalf;

(c)    receive notices, guidance and communications from SBPS on the Merchant's behalf; and

(d)   receive settlement funds for Japan APM Transactions from SBPS on the Merchant's behalf.

4.2     The Merchant agrees that payment of settlement funds by SBPS to Nomupay fully discharges the payment obligations of SBPS and the relevant Service Provider to the Merchant in respect of the relevant Japan APM Transactions. Nomupay will then settle those funds to the Merchant under the Agreement and this Addendum.

4.3     This appointment ends automatically when this Addendum or the Agreement terminates. The Merchant will not revoke it while this Addendum is in force.

4.4     The appointment in clause 4.1 takes effect notwithstanding any provision of the Agreement providing that the Parties are independent contractors or that no agency, partnership, joint venture or similar relationship arises between them. It is limited to the purposes stated in clause 4.1 and does not otherwise create any agency, partnership or joint venture between the Parties.

5.  Merchant obligations

5.1     The Merchant acknowledges and agrees that:

(a)   the Merchant bears final responsibility for compliance with all requirements applicable to its use of the Japan APM Services, including Applicable Law and the Service Provider Requirements;

(b)   the Japan APM Services may be suspended without notice for violations; and

(c)    non-compliance may result in liability for damages.

5.2     Without limiting clause 5.1, the Merchant will:

(a)   not use the Japan APM Services for any product, service or transaction category that is prohibited or restricted under the Service Provider Requirements (including, where prohibited, public dues, taxes, utility charges and donations);

(b)   ensure its products and services comply with applicable Japanese law, including, where relevant, the Pharmaceutical and Medical Device Act;

(c)    where it targets consumers in Japan, display the information required under the Act on Specified Commercial Transactions (特定商取引法), including a named contact person, in the manner notified by us;

(d)   comply with the information security, data retention and system connection requirements in the Service Provider Requirements; and

(e)   promptly notify us of any material change to its business category, representative, address, bank account or transaction details, and of any breach or suspected breach of the Service Provider Requirements.

5.3     Where we notify the Merchant of a change to the Service Provider Requirements, the Merchant will implement the change within the period stated in the notice (which may be shorter than ten days where a corresponding deadline is imposed on us by SBPS, a Service Provider or Applicable Law) or, if no period is stated, within ten days. Changes notified under this clause will be no broader than reasonably required to comply with the change imposed on us.

5.4     The Merchant represents that neither it nor any of its directors or officers is, and undertakes that none will become, an organised crime group, a member or quasi-member of one, an entity affiliated with one, or any equivalent anti-social force, and that it will not make violent or unjust demands or otherwise engage in equivalent conduct. We may suspend the Japan APM Services or terminate this Addendum immediately if this clause is breached.

6.  Settlement, refunds and non-payment

6.1     Settlement timing for Japan APM Transactions follows the settlement schedule notified by us for each Japan APM and replaces the settlement timing provisions of the Agreement for those Transactions. Settlement is conditional on our receipt of the corresponding funds from SBPS.

6.2     We have no obligation to settle a Japan APM Transaction, and may recover any amount already settled (such amount being treated as a Chargeback in accordance with clause 2.4(e)), where:

(a)   the User refuses payment, cancels the transaction or fails to pay, or claims the transaction was not made by them;

(b)   the Service Provider does not pay SBPS, including because of insolvency, business suspension, system failure or operational error, or determines the transaction ineligible for settlement;

(c)    the transaction data reaches SBPS more than ten days after the transaction date and the funds cannot be collected from the Service Provider, or more than sixty days after the end of the month in which the transaction was processed;

(d)   the transaction breaches this Addendum, the Agreement or the Service Provider Requirements, or an investigation into the transaction data remains unresolved thirty days after it starts; or

(e)   the transaction was processed after termination of this Addendum.

6.3     Refunds of Japan APM Transactions must be processed exclusively through us (and in turn through SBPS). The Merchant Discount Rate or fee applied to the original transaction is not returned on a refund. Any refund processing fee charged by a Service Provider will be passed through to the Merchant and itemised in settlement reports.

6.4     Convenience Store Payment (Seven-Eleven and FamilyMart) does not support refunds through the payment method. The Merchant must handle any reversal directly with the User (for example by bank transfer) at the Merchant's own cost. Where a Japan APM supports partial refunds, refund fees are calculated on the amount refunded.

6.5     Japan APM Transactions are processed and settled to us in Japanese Yen. Where the Merchant's settlement currency under the Agreement is not Japanese Yen, amounts will be converted in accordance with the currency conversion and foreign exchange provisions of the Agreement, and the applicable conversion charge will be as set out in the Agreement or as otherwise notified to the Merchant.

7.  Personal information and merchant information

7.1     The Merchant consents to the disclosure of Merchant information between Nomupay, SBPS and the Service Providers as needed to provide the Japan APM Services, including for onboarding, screening, transaction monitoring, settlement, complaint handling and compliance.

7.2     The Merchant consents to the handling of Users' personal information (including credit card numbers as defined in Article 35-16, Paragraph 1 of the Japanese Installment Sales Act) by Nomupay, SBPS and the Service Providers for the purpose of the Japan APM Services, and will ensure that its own privacy notices and checkout disclosures provide the information, and obtain any User consents, required under Applicable Law for that processing. The data protection provisions of the Agreement continue to apply to the processing of personal data under this Addendum.

7.3     If the Merchant becomes aware of any actual or suspected loss, leakage or unauthorised access affecting Users' personal information connected with the Japan APM Services, the Merchant will notify us immediately, investigate the incident, contain it, take steps to prevent recurrence, keep us informed, and cooperate so that we can make any notifications required to SBPS or a Service Provider. Where reasonably practicable and not inconsistent with Applicable Law or mandatory regulatory deadlines, the Merchant will coordinate with us before making any public announcement or User notification about the incident.

7.4     Where, in connection with the PayPay Japan APM, the Merchant applies for and receives personal data to which the PayPay Data Utilization Special Terms (PayPayデータ利用特約) apply ("PayPay Provided Data"), the Merchant will:

(a)   use PayPay Provided Data only for the purposes permitted under those terms and the Service Provider Requirements;

(b)   not re-provide PayPay Provided Data to any third party, and not entrust its handling to any third party without PayPay's prior written consent, except as permitted under those terms or required by Applicable Law;

(c)    store PayPay Provided Data only in Japan, on servers and storage media located in Japan, and limit access to persons located in Japan, unless PayPay has given prior written consent to other arrangements;

(d)   apply the security measures those terms require, including encryption in the form PayPay specifies for designated data categories;

(e)   on termination of those terms or on instruction, securely delete PayPay Provided Data (including copies), procure deletion by any permitted subcontractor, and provide certification of deletion on request; and

(f)    cooperate with reports, remediation requests and audits under those terms, consistently with clause 8.

7.5     The Merchant consents to receiving service information from us relating to the Japan APM Services, including failure notices, maintenance windows and specification updates, and will act on it where required.

8.  Information, audit and cooperation

8.1     On reasonable request, the Merchant will promptly provide us with information, documents, transaction records and system access reasonably required to respond to an inquiry, investigation or audit by SBPS, a Service Provider or a regulator relating to the Japan APM Services, and will cooperate with any such investigation or audit.

8.2     The Merchant will retain records relating to Japan APM Transactions for the longer of the retention period in the Agreement and the period required under the Service Provider Requirements as notified by us.

9.  Indemnity

9.1     Without limiting any indemnity given by the Merchant under the Agreement, the Merchant will indemnify Nomupay and each other member of the Nomupay group, and keep them indemnified, against all claims, demands, actions, proceedings, losses, liabilities, Fines, damages, costs and expenses (including reasonable legal and professional fees and amounts reasonably paid in settlement) which Nomupay or any member of its group incurs or suffers arising out of or in connection with:

(a)   the Merchant's breach of this Addendum, of the Service Provider Requirements or of Applicable Law in connection with the Japan APM Services;

(b)   any claim made against Nomupay or any member of its group by SBPS or a Service Provider under the Agency Agreement, under the merchant agreement referred to in clause 3.6, or otherwise in connection with the Merchant's use of the Japan APM Services or the Merchant's acts or omissions;

(c)    any claim by a User or other third party relating to the Merchant's goods or services, to a Japan APM Transaction, or to a refund, cancellation, non-delivery or dispute;

(d)   any actual or suspected loss, leakage or unauthorised access affecting Users' personal information for which the Merchant is responsible, and any breach by the Merchant of clause 7 (including in respect of PayPay Provided Data); and

(e)   any amount which Nomupay or any member of its group is required to pay to, or which is debited or withheld by, SBPS or a Service Provider as a result of the Merchant's acts or omissions.

9.2     Amounts payable by the Merchant under clause 9.1 are recoverable by us in the same manner as a Fine or a Chargeback under the Agreement, including by deduction from Settlement Funds, set-off, debit of the Merchant's nominated account, application of any security or reserve held under the Agreement, or demand for payment.

9.3     We will notify the Merchant of any claim under this clause 9 within a reasonable period of becoming aware of it. Where a claim is made by SBPS or a Service Provider, we may conduct the defence, settlement and resolution of that claim, having regard to the Merchant's reasonable representations, and the Merchant will provide the information and cooperation we reasonably require in accordance with clause 8.

9.4     Any provision of the Agreement excluding liability for indirect, consequential, special or similar loss does not operate to exclude the Merchant's liability under this clause 9 in respect of Fines and of amounts payable to or withheld by SBPS or a Service Provider. Subject to that, this clause 9 is without prejudice to, and is subject to, the limitations and exclusions of liability in the Agreement.

10.  Trademarks

10.1   We grant the Merchant, for use in Japan and for the term of this Addendum only, a limited, non-exclusive, non-transferable, royalty-free right to use the SBPS and Service Provider names, logos and marks solely as needed to accept the Japan APMs, subject to the applicable brand guidelines notified by us and any required prior approvals.

10.2   The Merchant will implement updates to brand guidelines when notified and will cease all use of SBPS and Service Provider marks promptly on termination of this Addendum or on notice from us.

11.  Suspension and termination

11.1   In addition to the suspension and termination rights in the Agreement, and notwithstanding any requirement in the Agreement to give advance notice of suspension, SBPS or a Service Provider may require the Japan APM Services to the Merchant to be suspended or terminated, in some cases immediately and without a cure period, including where the Merchant breaches Applicable Law or the Service Provider Requirements, is subject to sanctions, or where the Service Provider otherwise determines suspension is necessary. We will notify the Merchant of any such suspension and the Merchant will immediately cease the affected transactions.

11.2   Either Party may terminate this Addendum (without terminating the Agreement) on thirty (30) days' written notice. This Addendum terminates automatically if the Agreement terminates, or if the Agency Agreement terminates or the relevant Japan APM ceases to be available, in which case we will give the Merchant as much notice as is reasonably practicable.

11.3   On termination, the Merchant will immediately stop accepting Japan APMs, remove SBPS and Service Provider marks and disconnect any related integrations as directed. Clauses 1, 2.4, 4.2, 6, 7, 8, 9 and 10.2, and this clause 11.3, survive termination, and the Merchant will continue to cooperate on settlement, refunds, audits and investigations relating to pre-termination Japan APM Transactions for as long as the Service Provider Requirements reasonably require.

12.  Changes to this Addendum

12.1   We may amend this Addendum by publishing an updated version on the Addendum Page. The updated version takes effect on the date we notify to the Merchant, which will be at least thirty (30) days after the date of notice, except where a shorter period is required in order to comply with Applicable Law or with a requirement imposed on us by SBPS or a Service Provider, in which case we will give the Merchant as much notice as is reasonably practicable. The version of this Addendum in force at the time a Japan APM Transaction is submitted governs that Transaction.

12.2   Service Provider Requirements, and changes to them, notified under this Addendum take effect as notified without any amendment to the Agreement, and any notice period for amendments to the Agreement does not apply to them. Where a change to the fees under the Agreement results from a change imposed on us by SBPS or a Service Provider, we may implement it on the notice period reasonably available to us, notwithstanding any notice period for fee changes under the Agreement.

12.3   We will make superseded versions of this Addendum available to the Merchant on request.

13.  Contracting parties

The Nomupay entity providing the services under the Agreement shall provide the Japan APM Services under this Addendum unless otherwise notified to the Merchant by Nomupay. Notwithstanding the foregoing, Nomupay may provide the Japan APM Services through any one of the Nomupay group entities listed below, in its sole discretion, on notice to the Merchant:

13.1   NOMU PAY MALAYSIA SDN. BHD., a company incorporated in Malaysia, with its office address at Lot No 19-01, Level 19, Menara 2, Menara Kembar Bank Rakyat, No 33, Jalan Rakyat, 50470 Kuala Lumpur, Malaysia;

13.2   NOMU PAY (THAILAND) CO., LTD., a company incorporated in Thailand with its registered office at 98 Sathorn Square Office Tower, 37th floor North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand;

13.3   NOMU PAY PHILIPPINES INC., a company incorporated in the Philippines, with its registered address at 9/F M1 Tower, H.V. Dela Costa St., Brgy. Bel-Air, Salcedo Village, Makati City, 1209, Philippines;

13.4   NOMU PAY HONG KONG LIMITED, a company incorporated in Hong Kong with its registered address at B120, 16/F, Tower 5, The Gateway, Harbour City, Kowloon, Hong Kong; or

13.5   UAB NOMUPAY EUROPE, a company incorporated in Lithuania with company code 300110581 and its registered address at Saulėtekio ave. 15, LT-10221 Vilnius, Lithuania (correspondence address: Saulėtekio ave. 15-1, Vilnius, Lithuania).

14.  General

14.1   Except as amended by this Addendum, the Agreement continues in full force and effect. Fees for the Japan APM Services are as set out in the Agreement or as otherwise agreed in writing.

14.2   This Addendum is governed by the same governing law, and is subject to the same dispute resolution and jurisdiction provisions, as the Agreement.

14.3   The Merchant may accept this Addendum electronically, and acceptance given in that manner has the same effect as signature. Where the Parties instead sign a copy of this Addendum, it may be signed in counterparts and by electronic signature.

14.4   If any provision of this Addendum is held to be invalid or unenforceable, the remainder of this Addendum continues in full force and effect.

SCHEDULE A - JAPAN APMS AND SERVICE PROVIDER TERMS

Where a Service Provider publishes its terms in Japanese only, the Japanese language version is the operative version. The Merchant is responsible for satisfying itself as to the content of those terms.