Bank of Ayudhya – Financial Services Terms

Last updated: November 18, 2025

This Financial Services Terms Addendum (“Addendum”) supplements the Stripe Services Agreement (including the General Terms, the Stripe Financial Services Terms, and the Stripe Payments Terms) (together, the “Agreement”) and provides additional terms applicable to the Payment Processing Services (“VM Payment Services”) for Transactions on Visa and Mastercard international credit and debit cards, and Visa and Mastercard credit cards issued in Thailand (collectively, the "VM Payment Cards"). Visa and Mastercard (individually referred to as a “Network” and collectively, the “Networks”) require that User enter into a direct contractual relationship with a bank who is a member of the Networks in relation to the VM Payment Services. Any terms used but not defined in this Addendum will have the meaning provided in the Agreement.

This Addendum constitutes a legal agreement among User, Stripe, and Bank of Ayudhya Public Company Limited (“Member Bank”) and is effective when User processes User’s first Transaction on a Network. User understands and agrees that Stripe or Member Bank may enforce, any provisions of the Agreement that relate to User’s use of VM Payment Services. Stripe or Member Bank may also terminate this Addendum at any time, which may limit or terminate User’s ability to use VM Payment Services.

User must accept all of the terms and conditions of this Addendum to use the VM Payment Services. If User does not accept them, User may not use or receive the VM Payment Services.

1. Responsibilities

a. Important Member Bank Disclosures: Member Bank discloses that (i) it is the only entity approved to extend acceptance of Visa and Mastercard products directly to User under this Addendum; (ii) it must be a principal party to this Addendum; (iii) it is responsible for educating User on the Card Network Rules with which User must comply, but this information may be provided to User by Stripe; and (iv) subject to Section 4 of this Addendum, with respect to Transactions processed through the VM Payment Services, it is responsible for and must provide the Settlement Funds (as defined below) that it receives to Stripe for Stripe’s distribution to User; and (v) with respect to Transactions processed through the VM Payment Services, Stripe is responsible for all funds that may be held in reserve that are derived from User’s Settlement Funds.

Stripe is registered as a Payment Facilitator by Member Bank.

Member Bank Information: Bank of Ayudhya Public Company Limited (Krungsri), 1222 Rama III Road, Bang Phongphang, Yan Nawa, Bangkok 10120 Thailand. Phone 2296-2000 #1.

b. User’s Responsibilities: In addition to any other responsibilities set forth in this Addendum, User agrees that, at all times throughout the term of this Addendum, User will (i) comply with the PCI Standards in using and maintaining Protected Data; (ii) maintain fraud and Dispute rates acceptable under the Card Network Rules; (iii) review and understand the terms of this Addendum; and (iv) comply with the Card Network Rules and Laws.

2. Purpose of this Addendum

Stripe is responsible for providing the VM Payment Services pursuant to the terms of the Agreement; Member Bank is not responsible for the provision of any Services by Stripe or User’s use of the Services for User’s business. Stripe, and not Member Bank, will provide customer service to User to resolve any issues User may have related to User’s use of the VM Payment Services. User is solely responsible for providing support to User’s Customers for all issues related to User’s products and services.

3. Compliance with Card Network Rules

Where User uses the VM Payment Services to accept charges from VM Payment Cards, User will comply with the Card Network Rules and limitations on use identified in the Agreement, including the acceptance guidelines, monitoring programs, and activity reporting (including excessive credits, Disputes, or deposit) set forth therein. Under the Card Network Rules, certain activity may subject User to Disputes, fees, fines, settlement delays, withholdings, audits of User’s processing activity, or termination of this Addendum and/or the Agreement. Without limiting the foregoing, User specifically agrees to:

a. Only submit Transactions authorized by the cardholder;

b. Only accept payment for the sale of products or services, and receipt of bona fide donations, conducted by User pursuant to User’s business as indicated in User’s Stripe Account and not for any Prohibited or Restricted Business;

c. Submit a Transaction for the full amount owed by the Customer for the Transaction except where User and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the Transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

d. Not establish minimum or maximum amounts (except as permitted by the Card Network Rules), or condition charges for use of VM Payment Cards, and not discourage the use of one VM Payment Card brand over another;

e. Not impose surcharges or taxes (except where permitted by Law and the Card Network Rules) and, where so done, User will only collect such amounts as part of the submitted charge;

f. Only use Network logos or marks in a manner permitted by the Card Network Rules;

g. Prohibit use of VM Payment Cards for disbursement of cash (except as permitted by the Card Network Rules);

h. Comply with the security obligations identified in the Agreement, including compliance with the PCI Standards and only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of VM Payment Cards or cardholder data;

i. Make clear to Customers that they are transacting with User prior to, during, and after the Transaction, including providing clear statement descriptors;

j. Use all reasonable methods to resolve disputes with Customers, including those resulting in a Dispute, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to User unless the recharge is authorized by the Customer; and

k. Provide clear refund and exchange language that is consistent with Laws and the Card Network Rules.

l. Where User is registered by Member Bank as a ‘Marketplace’ under the Card Network Rules specified by Visa (“Visa Rules”) and User uses the VM Payment Services to accept Charges from Visa payment cards, then, without limiting User’s obligations under Section 3.a. of this Addendum, User specifically agrees to:

• Ensure the third-party retailers and sellers for which User submit Transactions (“Marketplace Retailers”) comply with the Visa Rules and the limitations on use identified in the Agreement in the same manner as provided with respect to User in Section 3.a. of this Addendum;
• Enter into a contract with each Marketplace Retailer before User submits Transactions for the Marketplace Retailer, the terms of which will conform to the Visa Rules for ‘Marketplaces’, this Addendum, and the Agreement;
• Immediately stop submitting Transactions for any particular Marketplace Retailer at the direction of Stripe, Member Bank, or Visa, which direction may be provided to User at any time for any reason;
• Ensure the Transactions User submit for a Marketplace Retailer are legal in Thailand and, if the Marketplace Retailer is located outside of Thailand, the country of the Marketplace Retailer;
• Not ask or require User’s Customers, or permit any Marketplace Retailer to ask or require any of User’s Customers, to waive their dispute rights;
• Only submit Transactions representing Marketplace Retailers’ sales of goods or services using User’s ‘Marketplace’ platform website or application;
• Not knowingly contract with a Marketplace Retailer whose payment services previously have been terminated by or at the direction of Stripe, Member Bank, Visa or government regulators; and

User specifically agrees User is liable for all acts, omissions, Visa cardholder disputes, and other Visa cardholder customer service-related issues caused by User’s Marketplace Retailers, and responsible and financially liable for each Transaction submitted for a Marketplace Retailer.

4. Settlement of Funds

When Member Bank receives funds from the Networks for settlement of User’s Charges (“Settlement Funds”), Member Bank will provide the Settlement Funds to Stripe, and Stripe will disburse the Settlement Funds to User (or any applicable third-party recipient User has instructed Stripe to make a disbursement to on User’s behalf) in accordance with the terms of the Agreement, including this Addendum. User authorizes and directs Stripe to instruct Member Bank on how and when to make transfers of Settlement Funds to Stripe, including the initiation of holds, receipts, and disbursements of Settlement Funds. Stripe will hold Settlement Funds in pooled merchant funds accounts pending disbursement.

User agrees User is not entitled to access the Settlement Funds prior to the Settlement Funds being credited by Stripe to User’s Payout Account (or the bank account of a third-party recipient to which User have instructed Stripe to make a disbursement on User’s behalf). User further agrees that User has no right to direct Member Bank to distribute Settlement Funds, that User may not assign any interest in any Settlement Funds held by Member Bank, and that User is not entitled to any interest or other compensation associated with the Settlement Funds held by Member Bank.

User agrees that, after Member Bank transfers Settlement Funds to Stripe, any dispute or claim User may have regarding the receipt or amount of Settlement Funds will be between User and Stripe.

5. Sharing of Data

a. User authorizes Stripe to provide any data, including Protected Data, to Member Bank to (i) provide the services described in this Addendum to User, (ii) comply with its legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that User are legally permitted to transact and receive funds. Where required to comply with our legal, payment network, or regulatory obligations, Member Bank may provide any data to law enforcement, payment networks or regulators (as the case may be).

b. User agrees that User will not (i) use the Payment Method Account Details for any purpose other than to support VM Payment Services, (ii) use the Payment Method Account Details for any purpose that User know or should know to be fraudulent or in violation of any Card Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Method Account Details to anyone other than Member Bank, Visa, or Mastercard (as applicable); or in response to a government request. Further, User agree that User will at all times comply with the PCI Standards with respect to the Payment Method Account Details and will indemnify and hold Member Bank harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon User, Member Bank, or Stripe.

c. User affirms and warrants that User has obtained all necessary rights and consents or has relied on another legal basis under applicable privacy Laws to allow Member Bank to collect, use, retain, disclose, and transfer outside Thailand - any data, including Personal Data, User has provided to Stripe. User is responsible to ensure that (i) Customers and any other applicable data subjects are notified of the Member Bank’s Privacy Policy, and (ii) User, Customers, and other applicable data subjects have read and understand the Member Bank’s Privacy Policy which is updated from time to time.

6. Term and Termination

This Addendum is effective as provided in the introductory paragraphs, and will continue in effect so long as User use the VM Payment Services. This Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VM Payment Services and/or this Addendum may be terminated at any time by Member Bank Stripe, or either Network as provided in the introductory paragraphs.

7. Representations and Warranties

In addition to the representations and warranties made in the Agreement, User represents and warrants to Member Bank and Stripe as of each day on which User receive VM Payment Services that:

a. User is legally able to enter into this Addendum;

b. User will not use the VM Payment Services, directly or indirectly, for any fraudulent or illegal undertaking;

c. User will only use the Payment Services in a manner consistent with the Agreement, including this Addendum, the Documentation, and the Card Network Rules;

d. Each statement made on the application, in User’s Stripe Account information, or other information provided to Stripe or Member Bank in support of the Agreement or the Addendum is true, correct, and complete;

e. User is not doing business under a name or style not previously disclosed to Stripe;

f. User has not changed the nature of User’s business, card acceptance practices, delivery methods, return policies or types of products or services sold requiring a different MCC under any Card Network Rules, in a way not previously disclosed to Stripe; and

g. User will use the VM Payment Services only for User’s own proper business purposes and will not resell, directly or indirectly, any part of the VM Payment Services to any other party.

8. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, User agree to defend, indemnify, and hold harmless Member Bank, and their respective employees, directors, agents, subcontractors and affiliates (collectively “Member Bank Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) User’s breach of any provision of the Agreement or this Addendum; (b) User’s use of the VM Payment Services; (c) User’s obligations to pay fees or fines to Stripe, User’s Customers, Payment Method Providers, or third parties; (d) negligence or wilful misconduct of User’s employees, contractors, or agents; and (e) all third-party indemnity obligations Member Bank incurs as a direct or indirect result of User’s acts or omissions (including indemnification of any Network, card issuer, or intermediary bank).

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SERVICES DESCRIBED IN THIS ADDENDUM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO MEMBER BANK ENTITIES AS THEY DO TO STRIPE. THE MEMBER BANK ENTITIES (A) ARE NOT RESPONSIBLE FOR USER’S OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (B) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY USER, STRIPE, OR ANY THIRD PARTY.

10. Limitations on Liability

In no event will the Member Bank Entities be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including this Addendum, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by Stripe. Under no circumstances will any of the Member Bank Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the VM Payment Services or User’s Stripe Account or the data contained therein, or User’s failure to use or implement security, controls, or processes that are appropriate for User’s business.

The Member Bank Entities assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from User’s access to or use of the VM Payment Services; (b) any misuse of VM Payment Services or data; (c) any interruption or cessation of transmission to or from the VM Payment Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the VM Payment Services; (e) any errors, inaccuracies, or omissions in VM Payment Services or data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.

Without limiting anything to the contrary, the Member Bank Entities’ cumulative liability to User is limited to direct damages and in all events will not exceed in the amount of fees or compensation actually received by Member Bank from Stripe for providing the VM Payment Services to User during the three (3) month period immediately preceding the event that gives rise to the claim for liability. The limitation of liability in the preceding sentence will not apply to claims by User against Member Bank for direct damages for failure to transfer Settlement Funds to Stripe in accordance with Section 4 of this Addendum, in which case Member Bank’s liability for such direct claim by User is limited to the amount of any Settlement Funds that Member Bank failed to transfer to Stripe in accordance with Section 4 of this Addendum.

This limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and will apply regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Member Bank has been advised of the possibility of such damage.

To the extent that liability cannot be excluded, restricted or modified by law in the manner expressed in the foregoing, Member Bank’s liability is limited in its sole discretion to: (i) the supply of the Payment Services again; or (ii) the cost of having the Payment Services supplied again.

11. Thailand Only Services; No Illegal Activities

User may not use any services offered by Member Bank from, or on behalf of persons or entities (a) in a country embargoed by Thailand or (b) blocked, denied, or sanctioned by the Thai government or authorities such as the Office of Anti-Money Laundering. User further acknowledges and agrees that User will not use User’s Stripe Account and/or the VM Payment Services for illegal transactions. Unless otherwise explicitly stated, the VM Payment Services are solely for use by User in Thailand.

12. Waiver; Amendment

The failure of Member Bank to assert any of its rights under this Addendum shall not be deemed to constitute a waiver by Member Bank of its rights to enforce each and every provision of this Addendum in accordance with its terms. This Addendum may be amended by Member Bank from time to time in the same manner as the Agreement may be amended by Stripe.

13. Governing Law

This Addendum is entered into, governed by, and construed pursuant to the laws of Thailand.

14. Relationship between the Parties; No Partnership or Agency; Independent Contractors

No agency, partnership, joint venture or employment relationship is created between User and Member Bank by way of this Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this Addendum will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.

15. Additional Terms.

This Addendum may not be assigned by User without the prior written consent of Member Bank and Stripe. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. If any provision of this Addendum is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Addendum will be construed as if such provision is not contained in this Addendum.