Article 1

Introduction

The company Transactli [polna firma] d.o.o., established and existing under the laws of the Republic of Slovenia, with its business address at [•] and registration number [•] (hereinafter referred to as: “Transactli”) adopts the following Terms And Conditions of the Company Transactli d.o.o. (hereinafter referred to as: the Terms and Conditions).

These Terms and Conditions set out the rules and conditions under which Transactli provides the Client with access to software tools and platform infrastructure supporting the establishment and operation of the Transactli Account, including functionalities for initiating payment-related actions and interacting with financial services provided by third party licensed partners (hereinafter referred to as: the “Licensed Partners”).

The Transactli Account can be activated and managed either via the Transactli Website or through the mobile application, available for iOS and Android users.

By creating a Transactli Account or by submitting any personal or business information via the Transactli platform, the Client confirms that they have read, understood, and agreed to be bound by these Terms and Conditions.

Article 2

Definitions

In these Terms and Conditions, unless otherwise stated or required by the context, the following terms shall have the meanings set out below.

Client	means a legal entity, acting for commercial or professional purposes, that enters into a contractual relationship with Transactli by registering and maintaining a Transactli Account in accordance with these Terms and Conditions. The Client does not include consumers, freelancers, or any individual acting outside the scope of their trade, business, or profession.
Electronic Money	means electronically stored monetary value issued by a Licensed Partner upon receipt of funds from the Client, held for the purpose of making payment transactions via the Transactli Account. It does not constitute a bank deposit and does not bear interest.
Fees	means any and all charges, costs, or expenses payable by the Client to Transactli in connection with the provision, use, or maintenance of the services, as set out in the applicable fee schedule or as otherwise communicated by Transactli from time to time.
Licensed Partner	means a third-party financial institution or other regulated entity that holds the necessary authorisations to provide financial services such as electronic money issuance, payment processing, or banking services.
Payment Method	means any method accepted by Transactli or its Licensed Partners for the purpose of funding or settling transactions, including but not limited to bank transfers, credit cards, debit cards, and other electronic payment instruments, subject to availability and applicable due diligence requirements.
Payment Services	means the issuance, storage and redemption of electronic money, or any other regulated services provided by Transactli’s Licensed Partners.
Privacy Policy	means the document that sets out how Transactli collects, processes, uses, stores, shares, and protects personal data, as published and updated from time to time on the Transactli Website.
Safeguarded Account	means a designated bank account held by a Licensed Partner in accordance with applicable regulations, where Client funds are held separately from the Licensed Partner’s own funds to ensure protection in case of insolvency or other contingencies.
Terms and Conditions	means the terms and conditions set out herein, which govern the Client’s use of the Transactli platform and services, as published on the Website and as may be updated from time to time in accordance with the applicable change procedure.
Transactli Account	means the technical account opened and maintained by the Client through the Transactli Platform, which enables access to the Services provided in cooperation with Licensed Partners. The Transactli Account is not a payment account or electronic money account in itself, but a software-based interface used by the Client to initiate, manage, and monitor transactions and other functionalities supported by Transactli.
Transactli Platform	means the technical environment made available by Transactli, including its web interface and mobile applications, through which the Client can access software functionalities, manage the Transactli Account, and interact with services provided by Licensed Partners.
Website	means the official website of Transactli, currently accessible at www.transactli.com, through which information about services, policies, and client access to the Transactli Platform is provided.

Article 3

Interpretation

Clause headings are included for reference only and shall not affect the interpretation of these Terms and Conditions. References to clauses refer to clauses within these Terms and Conditions, unless otherwise stated.

Any words following the terms “including”, “include”, “for example” or similar expressions shall be interpreted as illustrative only and shall not limit the meaning of the preceding words.

Unless the context requires otherwise, words in the singular include the plural, and words in the plural include the singular.

References to any law, statute, or regulation include any amendments, extensions, re-enactments, or subordinate legislation in force at the relevant time.

Article 4

Licensed Partners

Transactli is not a licensed financial institution. It provides only software and technical infrastructure that enables the Client to access and interact with services offered by Licensed Partners. To support the provision of regulated financial services—such as electronic money issuance, banking, and payment processing—Transactli cooperates with Licensed Partners, each of whom operates under their own regulatory authorisations and assumes full responsibility for compliance with applicable laws and regulations.

Transactli may, from time to time, engage additional Licensed Partners to support the delivery of regulated services. Such changes may occur without prior notice. The Client is encouraged to regularly consult the Website for the most up-to-date list of cooperating institutions.

These Terms and Conditions govern only the relationship between the Client and Transactli in respect of its software services. Any regulated services provided by Licensed Partners are governed solely by their own terms and conditions. Transactli does not assume any legal or operational responsibility for those services beyond technical integration and platform support.

Article 5

Primary Licensed Partner

Transactli’s primary Licensed Partner is Unlimit EU Ltd, a company established and existing under the laws of Cyprus, with its business address at 125, Georgiou Griva Digeni, 3101 Limassol, Cyprus, and registration number HE 328641 (hereinafter referred to as: “Unlimit”).

Unlimit is a licensed electronic money institution that provides the regulated services made accessible through the Transactli Platform. For more information about Unlimit, please visit their official website. Services provided by Unlimit are governed by separate terms and conditions, which you may be required to accept when using those services.

Article 6

Scope of these Terms and Conditions

These Terms and Conditions govern the opening, use, and closure of a Transactli Account by the Client. For the avoidance of doubt, these Terms and Conditions do not apply to natural persons acting as consumers, freelancers, or charities.

The use of certain supplementary services may be subject to additional terms and conditions, which shall be communicated to the Client at the time of ordering or accessing such services.

These Terms and Conditions apply exclusively to business customers—namely legal entities established in a country within the European Economic Area and intending to offer Payment Services to their own customers through the Transactli Platform.

By activating a Transactli Account, the Client confirms that it has read, understood, and agrees to be bound by these Terms and Conditions. The latest version is always available on the Website. The Client is advised to retain a copy for future reference.

Article 7

Account Registration and Eligibility

To use the services provided by Transactli, the Client must first register and open a Transactli Account via the Website or mobile application. During the registration process, the Client must accept these Terms and Conditions and the Privacy Policy and confirm that it has the legal capacity to enter into a binding agreement.

The Client must be a business entity incorporated in a country within the European Economic Area. Unless expressly authorised by Transactli, only one Transactli Account may be opened per business entity.

A Transactli Account may only be opened if doing so is lawful under the laws of the Client’s country of incorporation. By registering a Transactli Account, the Client represents and warrants that such registration does not contravene any applicable legal or regulatory requirements. The Client agrees to indemnify Transactli for any losses arising from a breach of this obligation.

All information provided by the Client during registration and throughout the business relationship must be accurate, complete, and truthful. The Client may only access those services that have been specifically approved by Transactli.

Article 8

Customer Verification and Due Diligence

In accordance with applicable anti-money laundering and counter-terrorist financing regulations, Transactli is required to collect and retain information and documentation verifying the Client’s identity and business structure. If the Client fails to provide such information in a timely and satisfactory manner, Transactli may be unable to process payment instructions or provide services. Transactli accepts no liability for any loss, delay, or damage arising from such failure or from any resulting limitations to the availability or scope of services.

All Clients are subject to due diligence procedures. This includes, but is not limited to, the collection of information regarding the Client’s organisational structure, business model, and operations. Depending on the nature of the Client’s activities, Transactli may request further documentation, including details related to human resources, compliance, finance, reconciliation, customer service, risk management, or external audit.

Clients cannot complete onboarding through automated processes. All necessary checks must be successfully completed before the business relationship is established. Once verification is complete, the Transactli Account will be manually activated and the applicable Payment Methods will be assigned.

Article 9

Maintaining your Transactli Account

The Client must ensure that the information recorded on the Transactli Account is always accurate and up to date. Transactli shall not be liable for any loss arising from the Client’s failure to maintain accurate records. Transactli may, at any time, request the Client to confirm the accuracy of such information or to provide supporting documentation or other evidence.

Additional Payment Methods may be added to the Client’s Transactli Account based on availability and subject to further due diligence and approval.

The Client is responsible for notifying Transactli of any changes that may affect the contractual relationship as early as possible, and no later than three (3) calendar days after the change occurs. Failure to do so may result in Transactli Account suspension, termination, financial loss, or other consequences.

Article 10

Services

As part of the services, Transactli, in partnership with a licensed EMI Partner, enables the issuance of Electronic Money to the Client upon receipt of funds, the storage of such Electronic Money, and its redemption upon the Client’s explicit instruction, all in accordance with these Terms and Conditions.

Transactli may, subject to availability and prior approval, offer the Client access to additional services provided in collaboration with its Partners. These may include, but are not limited to:

• Acquiring
• Issuing
• POS Transactions
• Digital finance
• Transactions involving virtual assets
• Supporting services
• Outsourced Programme Management
• Outsourced Customer Services
• Outsourced Risk Management
• Outsourced Compliance Programmes

Transactli reserves the right to modify or expand the scope of its services at any time. The Client will be informed of new products or features as soon as reasonably possible, and any use of such additions may be subject to prior consent and acceptance of separate terms and conditions.

The availability of specific products and services may vary depending on multiple factors, including the Client’s country of incorporation, regulatory framework, and the coverage provided by Transactli’s Licensed Partners. While Transactli will make every effort to ensure broad accessibility, there may be objective limitations beyond Transactli’s control for which Transactli shall not be held liable.

All funds received from the Client for the purpose of obtaining Electronic Money shall be held by a Licensed Partner in a designated Safeguarded Account. These funds will not be used for any other purpose, and in the unlikely event of the Licensed Partner’s insolvency, the Client’s Electronic Money shall remain protected in accordance with applicable European Union legislation.

Electronic Money differs from funds held by a traditional bank. Neither Transactli nor any of its Licensed Partners is permitted to use the Client’s funds for lending or investment purposes, and Electronic Money does not bear interest.

Electronic Money may be held for an indefinite period. However, if there is no activity on the Transactli Account for more than one year, Transactli will use reasonable efforts to contact the Client to arrange for the redemption of the Electronic Money. If contact cannot be established, Transactli may proceed with the redemption and transfer the corresponding funds, minus any incurred costs, to the last known payment instrument on record.

Transactli accepts no responsibility if the Client sends funds to an incorrect account. Cash deposits, third-party payments, and cheques are not accepted. Funds must be transferred electronically to the designated Tansactli Account as displayed during the transaction process or as otherwise provided upon request.

Article 11

Optional Transactli Platform Features

Transactli may provide the Client with access to sandbox (test) environments and REST API endpoints for the purposes of integration, testing, and development. These tools are intended strictly for non-production use. The Client agrees not to use the sandbox or API for any live transactions unless expressly authorised by Transactli. The Client is solely responsible for securing all API credentials and ensuring that test data does not include any real customer information, unless explicitly permitted in writing.

Where applicable, Transactli may offer optional integrations with third-party platforms such as WooCommerce, Shopify, or Magento. These integrations are provided “as is” and are governed by the terms and conditions of the respective third-party providers. Transactli accepts no liability for any interruption, malfunction, or incompatibility arising from such external systems. The Client is solely responsible for ensuring technical compatibility and for safeguarding all relevant login credentials and API keys.

Article 12

Keeping the Transactli Account Secure

The Client must take all reasonable steps to keep the Transactli Account password and any other security features secure at all times and must never disclose them to unauthorised persons. Each authorised individual shall be provided with their own access credentials, which must be kept confidential.

In the event of any indication or suspicion that the Transactli Account, login details, password, or other security features have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised, the Client is advised to change the password immediately. The Client is obliged to contact Transactli immediately, and no later than without undue delay, using the contact information provided on the official Website.

Transactli may suspend the Client’s Transactli Account or restrict its functionality where there are reasonable grounds to believe that the security of the Transactli Account or any of its features has been compromised, or where there is suspected unauthorised or fraudulent use. Transactli shall notify the Client of any suspension or restriction, along with the reasons for such measures, either in advance or immediately after the restriction is imposed, unless such notification would be unlawful or compromise legitimate security interests.

The Client must take reasonable care to ensure that all relevant email accounts are secure and accessible only by authorised personnel, as such accounts may be used to reset passwords or for security-related communications concerning the Transactli Account.

Regardless of whether a public, shared, or private device is used to access the Transactli Account, the Client must ensure that login credentials are not stored, cached, or otherwise recorded by the browser or operating system.

Article 13

Closing the Transactli Account

The Client may request closure of the Transactli Account at any time by contacting Transactli. The closure may be subject to certain time limitations or operational restrictions, including but not limited to rolling reserves, reconciliation of outstanding payments, or other pending obligations that must be settled prior to closure. Transactli shall provide reasonable assistance and relevant instructions throughout the closure process.

Article 14

Prohibited Transactions

The Client is strictly prohibited from initiating or attempting to initiate any transaction involving the sale or supply of goods or services that are illegal, infringe third-party rights, or fall within categories explicitly restricted by Transactli or its Licensed Partners. This includes, but is not limited to, tobacco products, prescription drugs, narcotics and drug paraphernalia, weapons (including knives, firearms, or ammunition), satellite and cable TV descramblers, material inciting violence, hatred, or racism, obscene content, counterfeit products, replicas of government-issued identification documents or licences, unlicensed or illegal lotteries or gambling services, unregistered charity services, items that promote or facilitate illegal activity, prepaid debit or stored value cards not linked to a specific merchant, unauthorised payment aggregation or third-party processing services, multi-level marketing or pyramid schemes, matrix or ponzi schemes, high-yield investment programmes, uncoded or miscoded gaming, timeshare or property reservation schemes (both on-plan and off-plan), and any goods or services infringing intellectual property rights or any other goods or services that Transactli or its Licensed Partners reasonably deem to be illegal, inappropriate, or otherwise incompatible with their compliance obligations or risk appetite.

It is also strictly prohibited to make or receive payments in connection with illegal gambling services, including but not limited to unauthorised sports betting, casino operations, or poker activities. Where there is suspicion or evidence of such use, Transactli may suspend or terminate the Client’s Transactli Account and may refuse, reverse, or report the transaction as appropriate.

Transactli reserves the right, at its sole discretion, to expand the list of prohibited activities by updating these Terms and Conditions or by publishing a supplementary Usage Policy on the Website, which shall be binding on the Client.

The Client is not permitted to use the services if incorporated or registered in a non-serviced jurisdiction. A list of such countries is available on the Website and may be updated from time to time. Transactli may, at its sole discretion, restrict or discontinue service provision in any jurisdiction without prior notice.

Any use of the Transactli Account for unlawful purposes, including but not limited to fraud, money laundering, or terrorist financing, is strictly forbidden. Transactli may investigate any suspicious activity and report it to competent authorities. Remaining funds may be withheld and used to cover any losses, liabilities, or costs incurred as a result of such prohibited conduct.

If the Client conducts or attempts to conduct any prohibited transaction, Transactli reserves the right to reverse the transaction, suspend or close the Transactli Account, report the activity to law enforcement, and/or pursue claims for damages.

Article 15

Fees

Fees applicable to the Services depend on several factors, including the nature of use (personal or commercial) of the Transactli Account, the specific services selected, and the jurisdiction in which the Client is registered. The applicable fee structure shall be made available to the Client prior to the commencement of the business relationship.

Certain transactions may be subject to currency conversion. Where applicable, the conversion shall be based on exchange rates provided by Transactli’s Licensed Partners, and may include a conversion fee or markup. Details of any such conversion rates and fees shall be provided or made available to the Client at the time of the transaction or within the relevant fee schedule.

Article 16

Personal Data

By entering into a business relationship with Transactli, the Client explicitly consents to Transactli accessing, processing, and retaining personal data provided during the onboarding process and throughout the use of the services, for the purpose of enabling the provision of such services. This consent shall not affect the respective rights and obligations of the Client or Transactli under applicable data protection legislation.

The Client may withdraw consent at any time by requesting the closure of the Transactli Account. In such case, Transactli shall cease using the data for the specified purpose; however, data may continue to be processed where required by law or where other lawful grounds exist, including for compliance, audit, and record-keeping obligations.

Comprehensive information regarding the categories of personal data processed, the lawful basis for such processing, the data retention policy, and data transfer practices is provided in the Privacy Policy, available on the official Website.

Article 17

Liability

Where liability arises in relation to a matter for which both Transactli and a third party (such as a Licensed Partner) may be responsible, Transactli shall not be held liable for more than its own proportional contribution to the relevant event or loss. Any limitation of liability agreed between the Client and such third party shall not increase the liability of Transactli beyond what it would otherwise be.

Transactli shall not be held liable for any disruption, interruption, or impairment of the Services resulting from abnormal and unforeseeable circumstances beyond Transactli’s reasonable control or the control of its Licensed Partners or other intermediaries relied upon for the provision of the services.

Transactli shall not be liable for any indirect, special, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business, or loss of reputation. Transactli shall also not be liable for losses arising from compliance with legal or regulatory obligations.

Nothing in these Terms and Conditions shall exclude or limit liability where such exclusion or limitation is not permitted by applicable law, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

The scope of Transactli’s obligations is limited to the provision of software services that enable access to a Transactli Account and related functionalities. Transactli does not make any representation or endorsement regarding the legality, quality, or safety of goods or services provided by third parties.

Transactli shall not be responsible for the assessment, collection, or payment of any taxes, duties, or similar charges arising in connection with the Client’s use of the Transactli Account or the services provided by Transactli or its Licensed Partners.

Where a loss, damage, cost, or liability is attributable both to Transactli and to a third party, any recoverable amount shall be limited to the proportion attributable to Transactli, as determined either by mutual agreement or by a court of competent jurisdiction. In determining such proportion, any contractual limitation of liability agreed with the third party shall be disregarded.

Article 18

Termination

The Client may terminate the business relationship and request closure of the Transactli Account at any time, subject to the settlement of any outstanding obligations or pending transactions.

Transactli may terminate the Client’s Transactli Account or any related services by providing two (2) months’ prior written notice.

In exceptional cases, Transactli reserves the right to suspend or terminate the Client’s Transactli Account immediately and without prior notice, including but not limited to the following circumstances:

• a breach of these Terms and Conditions or any applicable agreement concluded between the Client and Transactli;
• suspicion or confirmation of unlawful conduct, including fraud, money laundering, or violations of applicable law or regulation;
• inappropriate, abusive, or unprofessional behaviour towards Transactli representatives;
• reasonable belief that the Transactli Account has been compromised or used without authorisation;
• failure to provide required documentation or information for more than thirty (30) days;
• non-payment of undisputed fees or invoices for over 30 days from the due date;
• operational incapacity of the Client to deliver on contractual obligations, including but not limited to insufficient staff, lack of financial capacity, or failure to cooperate;
• any direct or indirect association with third parties that may adversely affect the reputation, brand, or business of Transactli.

In all such cases, the Client shall remain liable for any fees, damages, or losses resulting from the termination. These may include, but are not limited to, card destruction fees, end-user termination costs, or any applicable third-party charges.

Transactli applies a strict no-refund policy in the following circumstances:

• if the services have been rendered or products delivered to the Client,
• if payments, including prepayments, have already been made to Transactli,
• if physical items or resources have been provided,
• in respect of any costs paid to third-party providers during the course of the agreement.

Any outstanding funds held in the Client’s Transactli Account shall be handled in accordance with applicable law and these Terms and Conditions.

Article 19

Changes to Terms and Conditions

Transactli reserves the right to modify these Terms and Conditions and any additional terms that may apply to the Client. All changes will be communicated in advance in accordance with this section.

Transactli shall provide notice of any proposed changes by sending an email to the primary email address associated with the Client’s Transactli Account. Transactli will aim to give such notice as early as reasonably possible, and in any event no later than seven (7) days before the changes take effect.

The Client has the right to object to any proposed changes. Any such objection shall be treated as a notice to terminate the relationship with Transactli and to close the Transactli Account before the proposed changes take effect. In the absence of any objection, the changes shall be deemed accepted by the Client on the date they come into force.

Article 20

Communication

Transactli shall normally communicate with the Client via email. For this purpose, the Client must maintain a valid email address within its Transactli Account at all times and regularly monitor it for incoming correspondence. Emails may contain links to additional information or requests for action on the Website.

Transactli will never send emails containing executable files or links to such files. In case the Client receives a suspicious message of this nature, it should be deleted immediately without opening any attachments or links. If there is any doubt regarding the authenticity of a communication, the Client should contact Transactli directly.

Transactli communicates in English and will accept communications from the Client in English only.

In addition to email, Transactli may also communicate with the Client via other channels, such as telephone, SMS, live chat, or written correspondence, where appropriate.

The Client may contact Transactli at any time via email at: support@transactli.com.

For Clients of a certain size and scope of cooperation, Transactli may assign a dedicated account manager to facilitate regular communication, reporting, and support.

Article 21

Recording and Storage of Communication

Transactli reserves the right to record and store all forms of communication and interaction with the Client, including but not limited to meetings (in person or online), telephone calls, letters, emails, and digital messages, for legitimate business purposes. These records may be used as admissible evidence in the event of any dispute.

All processing and storage of personal data shall be carried out in full compliance with the General Data Protection Regulation (GDPR). Personal data shall only be processed based on valid legal grounds, such as consent, contractual necessity, or legitimate interest.

Data subjects have the right to access, correct, delete, or restrict the processing of their personal data, object to processing, and request portability, all in accordance with GDPR. Requests may be directed to Transactli through the contact details set out in the Privacy Policy.

Transactli implements appropriate technical and organisational measures to protect all collected data and retains it only for as long as necessary for the purposes for which it was collected or as required by law.

Transactli will not disclose any recorded communication or data to third parties unless (i) expressly permitted under these Terms and Conditions, (ii) required by law, or (iii) necessary for the performance of contractual obligations, and in such case only to authorised and vetted third parties.

Transactli may revise this section from time to time to reflect changes in its data handling practices, operational requirements, or legal obligations. The Client is encouraged to review these Terms and Conditions periodically to remain informed about how communication and data are managed.

Article 22

Use of Cookies

To improve the Client’s operational efficiency, Transactli may utilise browser and session-based recognition tools to determine default language and currency display preferences. These features may rely on limited cookie-based tracking.

Further information on the use of cookies, the types of cookies used, their purpose, and how to manage your preferences, is provided in the applicable Cookie Policy, which is available on our Website.

Article 23

Impact of Data Requests on the Contractual Relationship

In the event that the Client exercises its right to request the deletion or limitation of personal data in a manner that materially affects Transactli’s ability to maintain or perform the business relationship, Transactli reserves the right to terminate such relationship with immediate effect. Such termination shall not constitute a breach of any agreement, and Transactli shall bear no liability towards the Client or any third parties as a result.

By accepting these Terms and Conditions, the Client provides explicit and ongoing consent to the recording and storage of communications and relevant data, including automated, audio, and visual recordings, without the need for separate or repeated notifications.

Article 24

Complaints

Any complaints concerning Transactli or the services provided must be submitted to our Customer Service team. To help us differentiate a formal complaint from a general inquiry, please clearly indicate that your message constitutes a complaint. If you believe we have not met your expectations in delivering our services, contact us at: info@transactli.com.

Further details on our complaint-handling procedures, including applicable timelines and escalation steps, are available in our Complaints Leaflet, accessible on our Website.

Article 25

Assignment

Transactli may assign these Terms and Conditions to another entity at any time, subject to prior notification. If the Client does not object in writing within fourteen (14) days of such notification, the assignment shall be deemed accepted. The Client may not assign these Terms and Conditions to any third party without prior written consent from Transactli. The Client’s right to terminate these Terms and Conditions remains unaffected.

Article 26

Miscellaneous

These Terms and Conditions are governed by Slovenian law. The parties shall attempt to resolve any dispute arising out of or in connection with these Terms and Conditions amicably through written communication and mediation. If such resolution cannot be reached, the dispute shall be subject to the exclusive jurisdiction of the competent court in Ljubljana, Slovenia.

Article 27

Precedence of Terms

In the event of any inconsistency between these Terms and Conditions and the terms of a specific written agreement concluded between Transactli and the Client, the provisions of the specific agreement shall prevail.

Article 28

Severability

If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in whole or in part, such provision shall be deemed not to form part of the agreement, but the validity and enforceability of the remainder of the Terms and Conditions shall not be affected.

Article 30

Entry into Force

These Terms and Conditions shall enter into force on [•].

Ljubljana, [•]

Transactli d.o.o.

director [•]