SUPERKAWA — MASTER SAAS TERMS

International B2B — V0.7 Status: BASELINE STABLE Candidate for professional legal review — not yet publication-final Effective date: [TO VERIFY]

These Master SaaS Terms (“Terms”) govern access to and use of the SUPERKAWA software platform and related services by business customers.

The contracting entity is SUPERKAWA SUPPLY LTD, a private limited company incorporated in England and Wales under company number 17145664, with registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (“SUPERKAWA”, “we”, “us” or “our”).

These Terms are designed for business customers in the United Kingdom, France, the European Economic Area, Canada excluding Québec, and the United States.

Québec is excluded from the initial launch scope.

1. Contract structure

The agreement between SUPERKAWA and the Merchant consists of:

1. the applicable Order Form, checkout confirmation or subscription confirmation;
2. any applicable Regional Schedule;
3. the Data Processing Agreement (“DPA”);
4. any applicable Security Schedule;
5. any applicable Service Level Agreement (“SLA”);
6. these Master SaaS Terms;
7. the Acceptable Use Policy (“AUP”), where applicable.

Where a legally required international data-transfer mechanism conflicts with another contractual document, that legally required mechanism prevails to the extent of the conflict.

The order of precedence above applies only to matters expressly addressed by the relevant document. A Regional Schedule prevails over these Terms only in relation to matters specifically addressed by that Schedule.

An Order Form may vary commercial matters including price, subscription term, service tier and scope.

An Order Form will not vary Sections relating to intellectual property, liability, indemnities, governing law or jurisdiction unless it expressly identifies the specific provision being varied.

The Privacy Policy is a transparency notice. It does not replace or override the contractual data-processing obligations contained in the DPA.

2. Business use only

SUPERKAWA is provided primarily as a business-to-business SaaS service.

The Merchant represents that it enters into the agreement for purposes relating to its trade, business or professional activity.

Nothing in these Terms excludes rights or obligations that cannot lawfully be excluded under applicable mandatory law.

Certain mandatory rules may apply to particular categories of small businesses or sole traders depending on the jurisdiction and the manner in which the agreement was entered into.

For France in particular, additional provisions may apply through a Regional Schedule where required.

3. SUPERKAWA Services

Depending on the Merchant's plan and configuration, SUPERKAWA may provide functionality relating to:

• point-of-sale and order management;
• kitchen and order workflow;
• menus, products and stock;
• staff and workspace administration;
• customer history and engagement tools;
• loyalty points and rewards;
• customer reviews;
• Store-specific Wallet and ledger functionality;
• analytics and dashboards;
• news and customer communications;
• integrations;
• support tools;
• AI-assisted support functionality.

The exact functionality available to a Merchant depends on its subscription plan, configuration and applicable Order Form.

A feature appearing in product documentation, a roadmap or a “coming soon” interface is not contractually included unless it is actually made available under the Merchant's subscription.

4. Merchant accounts and authorised users

The Merchant is responsible for:

• maintaining accurate account information;
• deciding which persons may access its SUPERKAWA workspace;
• assigning and managing Owner, Manager, Staff, Barista or other available roles;
• protecting credentials;
• disabling access when a person should no longer have access;
• ensuring that authorised users comply with these Terms.

The Merchant remains responsible for actions taken through its authorised accounts except to the extent caused by SUPERKAWA's breach of its own obligations.

The Merchant must assign access only to persons who genuinely require it for the Merchant's operations.

5. Subscription, pricing and billing

The applicable:

• subscription price;
• currency;
• billing period;
• subscription duration;
• service tier;
• applicable taxes;
• and specific commercial terms

are specified in the applicable Order Form, checkout or subscription confirmation.

SUPERKAWA may change prices for future billing periods by giving reasonable advance notice.

The current intended commercial policy is:

• approximately 30 days' notice for monthly subscriptions;
• approximately 60 days' notice for annual subscriptions.

These periods remain subject to final commercial and legal validation.

SUPERKAWA receives payment only for its own SaaS subscriptions and other fees expressly payable to SUPERKAWA under the agreement.

Customer funds belonging to a Merchant's customers are outside SUPERKAWA's subscription billing flow.

6. Taxes

Fees payable to SUPERKAWA are exclusive of taxes unless expressly stated otherwise.

Each party is responsible for taxes imposed upon it under applicable law.

The Merchant remains responsible for taxes arising from its own sales, customer transactions, Wallet value, products and services.

Where the Merchant is established outside the United Kingdom, VAT, GST, sales tax or similar taxes applicable to SUPERKAWA's subscription fees will be determined under the applicable place-of-supply and local tax rules.

The Merchant may be required to self-account for VAT or GST through a reverse-charge or equivalent mechanism.

[TO VERIFY — TAX ADVISER] The final international VAT/GST/sales-tax mechanics must be validated before international invoicing begins.

7. Store Wallet / closed-loop ledger

7.1 Nature of the Wallet

SUPERKAWA provides software allowing a Merchant's individual Store or Merchant location to record value recognised for a customer.

The current product architecture scopes Wallet balances to the relevant Store/location, rather than automatically creating one balance shared across every Store belonging to the same Merchant organisation.

A Wallet balance recorded for one Store must not be assumed to be redeemable at another Store unless SUPERKAWA expressly enables that functionality.

The Wallet is not a general-purpose bank account.

SUPERKAWA does not operate a pooled customer-funds account.

7.2 No handling of customer funds by SUPERKAWA

SUPERKAWA does not receive, hold, safeguard, commingle or transmit customer funds corresponding to Wallet balances.

Where a customer provides cash or other value directly to the Merchant, that value is received by the Merchant.

Merchant staff may instruct SUPERKAWA to record a corresponding Wallet credit.

SUPERKAWA's role is limited to operating the software ledger and recording the Merchant's instruction.

Nothing in the Wallet functionality authorises the Merchant to route customer funds through a bank, payment or other financial account controlled by SUPERKAWA.

7.3 Merchant responsibility

The Merchant is solely responsible for:

• amounts credited to Wallet balances;
• honouring Wallet value;
• customer disputes relating to the Wallet;
• redemptions;
• refunds required under applicable law;
• local accounting and tax treatment;
• compliance with applicable cash-payment restrictions;
• applicable prepaid-value or gift-card rules;
• obligations arising from Store closure or Merchant insolvency.

The value represented by a Wallet balance is an obligation of the relevant Merchant or issuing Store toward the customer.

It is not a debt owed by SUPERKAWA.

7.4 Store-specific restrictions

Unless SUPERKAWA expressly implements otherwise, Wallet value:

• is linked to the issuing Store or Merchant location;
• is not automatically transferable between different Stores;
• must not be transferred between unrelated Merchants;
• must not be marketed as a bank account;
• must not be represented as money held by SUPERKAWA;
• must not be represented as guaranteed or insured by SUPERKAWA.

The Merchant must not circumvent technical limitations intended to preserve the closed-loop nature of the feature.

7.5 Cash-out and refunds

SUPERKAWA does not provide a cash-out service for Wallet balances.

Any refund, cash redemption or other customer entitlement required by applicable law remains the responsibility of the Merchant.

Wallet balances are non-refundable for cash except where applicable consumer protection, prepaid-value, gift-card, unclaimed-property or other mandatory law requires otherwise.

7.6 Expiration and inactivity

The Merchant must comply with all applicable laws governing the expiration of prepaid or stored value.

Where local law prohibits Wallet expiry or inactivity charges, the Merchant must not impose them.

In particular, Merchants operating in applicable Canadian provinces including Ontario, British Columbia and Alberta must comply with the applicable restrictions on gift-card expiry and related charges.

SUPERKAWA may technically restrict expiry functionality in jurisdictions where this is necessary for compliance.

7.7 Closure or insolvency of the Merchant

Wallet liabilities remain liabilities of the Merchant.

SUPERKAWA does not guarantee, insure or reimburse customer Wallet balances if a Merchant or Store ceases trading, becomes insolvent or otherwise becomes unable to honour customer value.

The Merchant is responsible for giving customers any notice required under applicable law.

Additional customer-facing Wallet terms may apply.

8. Customer data and data protection

The parties' respective data-protection obligations are principally governed by the DPA.

Depending on the processing activity:

• the Merchant generally acts as Controller for customer-facing operations including orders, loyalty, customer engagement and Store Wallet processing;
• SUPERKAWA generally acts as Processor when processing such information on documented Merchant instructions;
• SUPERKAWA may act as Controller for its own account administration, subscription billing, security, corporate marketing, support and other processing for which SUPERKAWA independently determines the purposes and means.

Data-protection roles depend on the actual processing activity and not solely on terminology used in these Terms.

9. Data retention

The Merchant, as Controller where applicable, determines its retention instructions subject to applicable law.

SUPERKAWA may provide configurable retention settings.

SUPERKAWA has developed technical mechanisms capable of supporting certain Merchant-directed retention operations.

However, SUPERKAWA does not promise that a general automatic purge of all customer information occurs after a fixed period unless that functionality has been expressly activated and made part of the applicable Service.

Current retention functionality does not imply deletion of every historical record associated with a customer.

Certain categories of records may remain preserved where necessary for:

• transaction history;
• accounting;
• taxation;
• fraud prevention;
• security;
• audit;
• legal obligations;
• establishment, exercise or defence of legal claims.

The DPA and Privacy Policy will describe the applicable categories and purposes in greater detail.

10. Account deletion and transaction records

Customer account deletion does not necessarily result in deletion of every transaction record associated with that customer.

Orders, Wallet records, loyalty transactions, fiscal records, audit logs and similar records may remain where appropriate or required.

SUPERKAWA may anonymise or restrict certain customer-facing information without deleting the underlying transaction record.

Customer-facing interfaces must not represent historical transactions as physically deleted where they remain retained in SUPERKAWA's systems.

11. Acceptable use

The Merchant must not:

• use the Services unlawfully;
• attempt to circumvent access controls;
• compromise the security or integrity of the Services;
• process unlawful content;
• misuse personal data;
• misrepresent Wallet balances;
• represent SUPERKAWA as holding or guaranteeing customer Wallet funds;
• route or attempt to route customer funds through SUPERKAWA-controlled financial accounts;
• use the Services to facilitate fraud, financial crime or abuse.

SUPERKAWA may maintain a separate versioned Acceptable Use Policy.

12. Third-party services and sub-processors

The Services may depend on third-party providers including infrastructure, databases, communications, email, media storage, billing, analytics and AI technology providers.

Where a third party processes personal data on behalf of SUPERKAWA as a sub-processor, engagement and notification rights are governed by the DPA.

SUPERKAWA will maintain an appropriate Sub-processor List and international data-transfer documentation where required.

Third-party services remain subject to their own availability and technical limitations.

13. Artificial intelligence functionality

SUPERKAWA may provide AI-assisted functionality.

AI-generated responses may contain errors or incomplete information.

AI functionality is intended to assist users and must not be treated as a substitute for professional, legal, financial, safety-critical or other specialised advice.

The Merchant remains responsible for business decisions made using AI-assisted functionality.

SUPERKAWA will not intentionally use Merchant Customer Data to train general-purpose AI models where such use would conflict with the DPA or applicable Processor obligations.

EU/EEA AI transparency

Where AI-assisted functionality is exposed to an end customer in the European Economic Area in circumstances where transparency obligations apply under Article 50 of Regulation (EU) 2024/1689 (EU AI Act):

• SUPERKAWA will provide the transparency disclosures required by that Article;
• the Merchant must not intentionally remove, conceal or disable required disclosures;
• allocation of responsibilities between SUPERKAWA and the Merchant may be further specified in an AI Schedule or AUP.

14. Security

SUPERKAWA will maintain reasonable technical and organisational measures appropriate to the Services and the risks associated with the processing performed.

Detailed technical and organisational measures may be documented in a separate Security Schedule.

No statement in these Terms constitutes a guarantee that security incidents can never occur.

15. Availability

SUPERKAWA does not guarantee uninterrupted or error-free availability.

Any contractual uptime commitment must be expressly defined in an applicable SLA, including:

• measurement methodology;
• exclusions;
• scheduled maintenance;
• third-party dependencies;
• service credits, if any.

No undefined percentage of availability forms part of these Terms.

16. Suspension and protective measures

SUPERKAWA may take proportionate administrative or technical measures where reasonably necessary because of:

• overdue undisputed fees;
• material security risk;
• unlawful activity;
• material breach of the agreement;
• binding legal or regulatory requirements;
• material threats to the integrity of the Services.

Such measures may include restricting selected functionality, restricting access, declining transactions, archiving a Store, or other actions reasonably available within the Services.

These measures are not necessarily automated and may require manual intervention by SUPERKAWA.

Except where immediate action is necessary to address an imminent security risk, unlawful use or a binding legal or regulatory requirement, SUPERKAWA will use reasonable efforts to provide prior notice and a reasonable opportunity to remedy the issue.

SUPERKAWA will act proportionately to the issue concerned.

17. Term and termination

The agreement begins on the date specified in the applicable Order Form, checkout or subscription confirmation.

Either party may terminate as permitted by the applicable subscription terms.

SUPERKAWA may terminate for a material breach that remains uncured for 30 days after written notice specifying the breach, unless another cure period is specified in the applicable Order Form.

Immediate termination may occur where reasonably justified by:

• fraud;
• serious abuse;
• serious security risk;
• illegality;
• a binding regulatory requirement;
• circumstances where continuation would create material harm.

Termination may require administrative action and is not necessarily automatically triggered by the platform.

18. Merchant data following termination

SUPERKAWA does not currently promise a general self-service export of all Merchant data following termination.

Where export functionality is available within the Services, the Merchant may use that functionality subject to the applicable technical and legal restrictions.

Following termination, SUPERKAWA will use reasonable efforts to assist the Merchant in retrieving available business data for a reasonable period, subject to technical feasibility, applicable law and the functionality then available within the Services.

This does not constitute a guarantee of a comprehensive self-service export unless expressly included in the applicable Order Form or Service description.

SUPERKAWA's obligations to return, delete, preserve or otherwise process personal data following termination are governed by the DPA and applicable law.

Nothing in this Section limits individual data-subject rights under applicable privacy legislation.

SUPERKAWA may introduce additional business-continuity export functionality in the future.

19. Intellectual property

SUPERKAWA and its licensors retain all intellectual-property rights in the Services.

The Merchant retains ownership of its own content and business data, subject to the rights necessary for SUPERKAWA to provide the Services.

If a third-party intellectual-property claim materially affects the Services, SUPERKAWA may:

• obtain the right to continue providing the affected functionality;
• modify it;
• replace it;
• discontinue the affected functionality;
• or terminate the affected Service and refund unused prepaid fees attributable to that Service.

Standard self-service subscriptions do not include an unlimited intellectual-property indemnity unless expressly agreed.

Enterprise arrangements may contain negotiated provisions.

20. Confidentiality

Each party must protect the other party's confidential information using reasonable care and use it only for purposes connected with the agreement.

Confidential information does not include information that:

• becomes public without breach;
• was lawfully known beforehand;
• is independently developed;
• is lawfully received from another source;
• must be disclosed by law or competent authority.

Where legally permitted, the receiving party should provide notice before compelled disclosure.

21. Limitation of liability

[TO VERIFY — UK SOLICITOR BEFORE PUBLICATION]

Subject to liabilities that cannot lawfully be limited or excluded, the intended contractual architecture is that each party's aggregate liability is generally capped by reference to fees paid or payable under the agreement during an agreed period, currently proposed as the preceding 12 months.

No limitation applies to liability to the extent it cannot legally be excluded, including where applicable:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence;
• other liabilities that applicable law makes non-excludable.

The final liability language, any minimum liability floor, treatment of confidentiality/data-protection liabilities and distinction between self-service and Enterprise agreements remain subject to solicitor approval.

22. Indemnities

[TO VERIFY — UK SOLICITOR + FRANCE REVIEW]

The Merchant may be required to indemnify SUPERKAWA against specified third-party claims arising from:

• unlawful Merchant content;
• Merchant misuse of the Services;
• infringement caused by Merchant-provided materials;
• breach of applicable customer-facing obligations;
• Wallet representations made by the Merchant that contradict these Terms or applicable law.

The precise scope of any indemnity and its interaction with the liability cap in Section 21 must be expressly defined before publication.

No provision should be interpreted as creating an unlimited indemnity merely by implication.

23. Changes to the Services

SUPERKAWA may improve, modify or discontinue features.

Where SUPERKAWA permanently removes a material paid feature without Merchant fault and without a reasonable replacement, SUPERKAWA may provide an appropriate prorated refund for prepaid fees attributable to the affected Service.

SUPERKAWA is not responsible for changes made by third-party providers except where an applicable Order Form or SLA expressly guarantees the affected integration.

24. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control where the requirements of this Section are met.

Force majeure events may include:

• natural disasters;
• war;
• terrorism;
• civil unrest;
• government action;
• epidemic or pandemic;
• failures of telecommunications or internet infrastructure;
• widespread infrastructure outages;
• labour disputes not limited to the affected party's own workforce;
• other comparable events beyond reasonable control.

The affected party must:

• notify the other party without undue delay;
• use reasonable efforts to mitigate the impact;
• resume performance as soon as reasonably possible.

If the event continues for a prolonged period and materially prevents provision of a paid Service, either party may exercise any termination rights expressly provided by the agreement.

25. Notices

Contractual notices to SUPERKAWA may be sent to:

SUPERKAWA SUPPLY LTD 71-75 Shelton Street Covent Garden London WC2H 9JQ United Kingdom

Email: contact@superkawa.co

Notices to the Merchant may be sent to the contact details associated with its account or Order Form.

26. Governing law

These Terms and any non-contractual obligations arising from or relating to them are governed by the laws of England and Wales.

Nothing in this provision excludes mandatory laws applicable irrespective of the parties' contractual choice of law.

27. Jurisdiction

[TO VERIFY — UK SOLICITOR BEFORE PUBLICATION]

Current recommended working position:

The Merchant submits to the non-exclusive jurisdiction of the courts of England and Wales.

Nothing in this clause prevents SUPERKAWA from bringing proceedings, including proceedings for recovery of unpaid fees, before a competent court in the jurisdiction where the Merchant is established where permitted by applicable law.

The final wording must be reviewed before publication for the UK, EEA, USA and Canada.

28. Mandatory regional requirements

Nothing in these Terms excludes or limits mandatory rights or obligations applicable under the laws of the Merchant's jurisdiction.

Regional Schedules may supplement these Terms.

In particular, SUPERKAWA may adopt specific provisions addressing:

• mandatory French commercial law;
• protections potentially applicable to certain small French businesses depending on the sales channel;
• EU/EEA AI transparency requirements;
• US state privacy, gift-card and unclaimed-property rules;
• Canadian provincial prepaid-value requirements;
• other local mandatory requirements.

Where a Regional Schedule conflicts with these Terms on a matter specifically addressed by that Schedule, the Regional Schedule prevails for Merchants subject to it.

29. Québec exclusion

SUPERKAWA is not offered in Québec as part of the initial launch scope.

SUPERKAWA may refuse, decline or close a subscription where it determines that the relevant Merchant establishment is located in Québec.

This restriction may be applied through manual review or other reasonable procedures.

These Terms do not represent that SUPERKAWA currently operates an automated province-detection or geolocation enforcement mechanism.

A dedicated Québec legal framework may be introduced if SUPERKAWA launches there in the future.

30. Entire agreement and non-reliance

The agreement consists of the documents expressly incorporated into it.

Statements expressly incorporated through an Order Form, SLA, pricing commitment or contractual product description remain binding.

Nothing in this Section excludes liability for fraud or fraudulent misrepresentation.

This Section does not exclude or restrict liability for misrepresentation to the extent that such exclusion would be unreasonable under section 3 of the Misrepresentation Act 1967 or unenforceable under the Unfair Contract Terms Act 1977.

31. Severability

If any provision of the agreement is held to be invalid or unenforceable, the remaining provisions remain in force to the extent permitted by law.

The invalid provision will be interpreted or modified only to the minimum extent necessary to make it enforceable where legally possible.

32. No waiver

A failure or delay by either party to exercise a contractual right does not waive that right.

A waiver is effective only where clearly communicated by the party granting it.

33. Assignment

The Merchant may not assign the agreement without SUPERKAWA's prior written consent, such consent not to be unreasonably withheld where applicable.

SUPERKAWA may assign the agreement as part of a corporate reorganisation, merger, acquisition or sale of substantially all relevant business assets, subject to applicable law and data-protection obligations.

[TO VERIFY — SOLICITOR]

34. Contact

Questions regarding these Terms may be sent to:

SUPERKAWA SUPPLY LTD Company No. 17145664 71-75 Shelton Street Covent Garden London WC2H 9JQ United Kingdom

contact@superkawa.co