Partner Hub

Fiscalization Framework

Last updated: January 28, 2026

1. Customers and Customer Data 
   1. The Partner shall offer to all Customers the Fiscalization Services as part of the combined offering, itself or through an external partner, professionally engaged in the business of fiscalization (the “Fiscal Service Provider” or “FSP”). The Partner shall be fully responsible for obtaining and maintaining all consents and approvals required from each Customer desiring to use the Fiscalization Services (each Customer accepting in writing the Partner’s offering shall be referred to as a “Consenting Customer”). Such consent shall also include a license by each Consenting Customer to the use of such Customer Data under Section ‎1.2 below. The Partner shall provide Nayax with a list of all Consenting Customers and shall ensure that such list is updated as needed to include additional Consenting Customers or remove Consenting Customers which have rescinded their consent. The Partner shall provide Nayax with copies of all documentation executed by Consenting Customers. Nayax shall update its records based on the reports of the Partner and shall flag in a manner mutually agreed upon between the Parties and the Consenting Customers.
   2. Subject to the terms and conditions of the DPA and Privacy Framework of the Partner Hub (“DPA”), Nayax hereby grants to Partner a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use and process the Customer Data of each Consenting Customer, solely for the purpose of and as required for compliance with the Fiscalization requirements and for no other purpose. 
2. Fiscalization Services
   1. The Partner shall perform the Fiscalization Services itself or through the FSP to Customers. As between the Parties, the Partner shall be responsible for acts and omissions of the FSP.
   2. Nayax shall transmit the relevant data related to sales made through the Products in the Territory received from the Consenting Customers (the “Customer Data”) through such interface and with such parameters as shall be mutually agreed upon between the Parties (the “Required Data Fields”), as further detailed in Exhibit E2.A. For the avoidance of doubt, it is clarified that Nayax’s sole obligation is to transmit the transaction data through the agreed API. 
   3. Nayax shall be responsible to deliver the Customer Data limited strictly to those data fields identified in Exhibit E2.A requested for Partner’s Fiscalization Services in accordance with Section ‎‎2.2 above. Except for the undertaking to deliver the Customer Data, Nayax shall have no responsibility whatsoever for the actual fiscalization process or any related activities, including but not limited to the generation of fiscal receipts, maintenance of fiscal software, reporting to tax authorities, or compliance with any fiscal, tax or regulatory requirements. For the avoidance of doubt: (i) Exhibit E2.A is prepared and supplied solely by Partner; (ii) Partner represents and warrants that the Required Data Fields identified therein constitute the full and sufficient set of data necessary for Partner’s Fiscalization Services; (iii) Nayax shall have no responsibility to review, verify or confirm the adequacy, sufficiency or accuracy of such Required Data Fields; and (iv) any insufficiency, omission or error in such Required Data Fields shall be the sole responsibility of Partner.
   4. Nayax shall have no obligation to verify or confirm that Partner has properly reported or caused the reporting of any Transaction to tax authorities. The Partner shall transfer to Nayax acknowledgements from the applicable tax authorities of each reported transaction. 
   5. Nayax may elect not to process transactions for which no Fiscalization has been performed or where the submission of the Customer Data for Fiscalization timed out (“Unfiscalized Transactions”). Provided, however, that, per the Partner’s explicit request and at Partner’s risk, Nayax shall process all transactions, including Unfiscalized Transactions. The Partner shall indemnify, defend, and hold harmless Nayax from and against any and all costs, expenses, fines, penalties, and liabilities, including reasonable legal fees, arising out of or relating to the processing of Unfiscalized Transactions, and for any failure or delay by the Partner to report and properly fiscalize any transaction in compliance with applicable laws and regulations. 
   6. Without derogating from any other indemnity obligation under this Framework or the Agreement, Partner shall indemnify, defend and hold harmless Nayax, its affiliates, and their respective directors, officers, employees, and representatives, from and against any and all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Partner’s preparation, specification, or modification of the Required Data Fields in Exhibit E2.A; (b) any error, omission, insufficiency or inaccuracy in the Required Data Fields; or (c) Partner’s failure to obtain or maintain all necessary Customers consents, licenses, approvals or authorizations with respect to the Required Data Fields.
3. Customers Support
   During the term of the Agreement the Partner shall, at no cost to Nayax, be responsible to render maintenance and support services to the Fiscalization Services and related software and to ensure that the Fiscalization Services operate in accordance with their documentation, and in full compliance with applicable laws.
   
4. Consideration
   Unless stated otherwise in a separate duly signed written document, the Partner shall be responsible for all costs and expenses incurred and associated with the Fiscalization Services, and the commercial terms with each Consenting Customer shall be agreed between Partner and such Consenting Customer, all at Partner’s sole cost and expense. Nayax shall not be entitled to any remuneration with respect to the Fiscalization Services performed in the context of the Agreement.
5. Representations and Warranties by Partner
   1. Partner hereby represents and warrants that, as of the date hereof and throughout the term of this Framework: (i) the Fiscalization Services will comply with the applicable documentation and all applicable laws; (ii) the Fiscalization Services will be provided in a professional manner in full compliance with customary industry standards and all applicable laws, including applicable tax, privacy and data protection laws; (iii) the Fiscalization Services do not and will not infringe or otherwise violate the intellectual property rights of any third party; (iv) Partner has full corporate power and authority to execute, deliver and perform its obligations under this Framework, has obtained all permits, licenses, and other authorizations and approvals required for its performance under the Agreement, and the rights that it grants under the Agreement do not violate any contracts by which it is bound; (v) the use of the Fiscalization Services will not introduce into Nayax’s or any Customer’s systems any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code and shall not jeopardize in any manner the integrity or confidentiality of the Customer Data; (vi) Partner (or any third party on its behalf) has obtained requisite confirmations that the Fiscalization Services fulfill all technical specifications, functional requirements, and regulatory standards prescribed by applicable local authorities; and (vii) Partner will comply with any other obligations and undertakings, whether technical or otherwise, under applicable laws and regulations.
   2. For the avoidance of doubt, Partner (and not Nayax) shall be responsible for, and shall comply at its cost and expense with, all applicable regulatory, statutory, and treaty requirements in the Territory with respect to the distribution, marketing, operation and rendering of the Fiscalization Services and the fulfillment of Partner’s obligations herein, and shall obtain and maintain in effect such licenses, permits, approvals or consents as may be required for its performance hereunder. 
   3. The Partner undertakes to indemnify, defend and hold harmless Nayax and its respective affiliates, officers, directors, shareholders, or representatives from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees incurred by any such persons as a result of or arising out of any act or omission of the Partner or of the FSP, including, inter alia, a breach of any representation or warranty provided by the Partner or any failure to comply with applicable fiscalization requirements. 
6. Confidentiality.
   1. All information exchanged between the Parties in connection with the performance of the Fiscalization Services shall be deemed Confidential Information, as defined in the Agreement, shall constitute trade secrets and business secrets of the disclosing Party, and shall be subject to the confidentiality provisions set forth in the Agreement.
   2. The Parties undertake to use the above information solely for the proper performance of the Fiscalization Services, not to disclose it to third parties, and to protect such information from unauthorized access.
   3. The obligation of confidentiality shall not apply to the above information that: (i) was available to the public at the time it was provided by the Parties, (ii) lawfully and in accordance with the will of the Party to which it relates, became publicly available information after it was communicated by a Party.
   4. The obligation to maintain confidentiality of the above information shall remain in effect for five (5) years after the termination of the Agreement.
7. Term and Termination
   1. The term of this Framework shall commence on the Agreement Effective Date and continue in full force and effect during the Term of the Agreement, unless earlier terminated in accordance with the provisions set forth in this Section ‎7 .
   2. Either Nayax or Partner may terminate this Framework in case of material breach by the other party that has not been cured within thirty (30) days following written notice thereof from the non-breaching party. Furthermore, If this Framework is terminated in accordance with this Section ‎7 by either party, then such Party shall have the right, but not the obligation, to regard a material breach of this Framework as a material breach by the other party of the Agreement. 
   3. In the event of a termination or expiration of the Agreement and/or this Framework, this Framework shall, at Nayax’ sole option, survive for a period of up to six (6) months (“Transition Period”) to allow Nayax to transition away from the applicable software and ensure compliance with the Fiscalization requirements. During the Transition Period, all provisions of this Framework shall continue to apply, and the parties shall comply with all other terms of this Agreement.
8. Miscellaneous
   1. This Framework is limited specifically to the matters set forth herein and does not constitute directly or by implication an amendment or waiver of any other provision of the Agreement or any other document. The provisions of the Agreement shall apply to this Framework and are hereby incorporated by reference. 
   2. Nothing contained herein shall constitute a waiver of, impair or otherwise affect any obligations of the Partner or any rights of Nayax under the Agreement.