Annex to the General Terms and Conditions - "Factorial Corporate Cards", "Benefits" and "Salary in Advance" Products

Last version: 09/12/2025

This Annex (the "Annex"), is a contractual document with legal effects that complements Factorial's General Terms and Conditions (the "T&Cs" available in its latest version at: https://factorialhr.co.uk/terms-of-use) and shall apply exclusively to Clients who contract products that include Factorial Corporate Cards and/or Benefits (as these terms are defined below). In the event of any inconsistency or contradiction between this Annex and Factorial's Terms and Conditions, the provisions of this Annex shall prevail with respect to the products or services covered by this Annex.

1. Definitions

For the purposes of this Annex the following terms shall have the meanings set forth below:

"Factorial Corporate Cards": the term "Factorial Corporate Card" shall mean corporate debit cards, understood as means of payment, both in physical and virtual format, which are issued by a Third Party Provider unrelated to Factorial and duly authorized as a payment service provider, which may or may not be linked to an electronic wallet (wallet) created and managed by a Third Party Provider, and which are made available to the Client according to the availability of the Third Party Provider. As they are issued by a Third Party Provider independent from Factorial and over which Factorial has no power of control (currently Stripe, or the entity that in the future may replace or complement it), it is the responsibility of this Third Party Provider (i.e. the payment service provider) the operation and operational control of the referred cards, as well as, if applicable, the operation and control of the wallet to which they are linked (if the wallet has been created by the same Third Party Provider; otherwise, the responsibility derived from the availability, operation and control of the wallet will correspond to the Third Party Provider that has created it). Factorial Corporate Cards are integrated in those Factorial products and services that, on the one hand, are related to the remuneration and benefits of the Client's employees/collaborators and/or to the Client's expense and financial control management (including, but not limited to, Factorial's "Expenses" and "Benefits" modules, as well as any other module or functionality that may be incorporated in the future with similar characteristics) and, on the other hand, require payment processing by the Third Party Payment Service Provider. 

"Benefits": is defined as the technological functionality offered by Factorial by virtue of which Clients (employers) are provided access to a module integrated in the Factorial Platform, specifically designed for the comprehensive management and administration of benefits offered by the Client (employer) to its employees, with Factorial acting as a technological service provider. The benefits that can be managed through this product include, but are not limited to, the following: meals, transportation, childcare services, insurance, wellness, training, as well as any other type of benefit that may be incorporated in the future, according to the updates and improvements that Factorial implements, without prejudice to Factorial's power, at its discretion, to exclude, if necessary, certain benefits in the future. Unless otherwise expressly stipulated in the corresponding contract, the use of the Benefits product necessarily requires the prior activation and use of the Factorial Corporate Cards, which entails the mandatory contracting of a Factorial product that includes such cards issued by a Third Party Provider duly authorized as a payment service provider.

In reference to Benefits services involving insurance, Factorial informs you that it does not act, in any case and under any circumstances, as a distributor, intermediary or insurance broker. 

In this sense, Factorial does not perform any advisory activity, proposal or performance of work prior to the conclusion of an insurance contract, the conclusion of these contracts, or assistance in the management and execution of such contracts, or any other activity that can be understood as an insurance distribution activity in the terms contemplated in Title I of Royal Decree-Law 3/2020 of February 4th. Any mention or reference to insurance products within the framework of the services offered by Factorial is for information purposes only and is limited to identifying possible commercial opportunities (such as the provision of information or data on potential policyholders), where advice, distribution activity, management, contracting and eventual assistance would correspond exclusively to insurance distributors or mediators and/or duly authorized insurers. 

"Third Party Provider": Third Party Provider means any natural or legal person, entity or company external and independent from Factorial, in respect of which Factorial does not have control. The services provided by the Third Party Provider may include, but are not limited to, the following: (i) in-kind salary solutions; (ii) payment processing, execution and management; (iii) issuance and administration of Factorial Corporate Cards; (iv) flexible compensation systems; (v) other forms of non-cash compensation; and (vi) ancillary financial transaction processing services. The contractual relationship between the Client and the Third Party Provider, as well as their respective rights and obligations, shall be governed by the specific terms and conditions agreed by said Third Party Provider with the Client, Factorial being a third party outside the contractual relationship between the Third Party Provider and the Client, acting only as a facilitator of the technological integration between the parties, without assuming any responsibility for the services provided directly by the Third Party Provider to the Client and, ultimately, to the employees and/or collaborators of the latter.

"Salary in Advance" (liquidity provision) means a financial product that allows the employer to offer its employees early access to salary earned up to the time of the request, according to the limits and parameters previously configured by the employer on the Factorial platform. Factorial acts exclusively as a technological manager of the product, facilitating the interface and administrative processes necessary for its operation, without assuming financial, credit or banking responsibilities derived from its use. As an indispensable requirement for the activation and use of the product, the employer must open a specific bank account through the procedure enabled by Factorial directly with the banking entity or that entity that replaces it in the future, accept and fully comply with the terms and conditions established by said banking entity, and maintain at all times the bank account active and in operational conditions during the validity of the service.

"The banking entity" will refer to Swan (or whoever at Factorial's discretion may be subrogated in its rights and obligations).

2. Functioning of Factorial Corporate Cards

2.1. Factorial issuance and role

Factorial Corporate Cards are issued by Third Party Providers and their use is subject to the terms, conditions and privacy policies of such Third Party Providers. In the event that such Factorial Corporate Cards are associated and/or linked to an electronic wallet, you must also comply with the terms, conditions and privacy policies of such Third Party Providers regarding the use of such wallet. Factorial acts only as a technological intermediary that facilitates the integration of Factorial Corporate Cards into the Factorial Platform, but is not responsible for, involved in, or participate in the issuance, execution of payment transactions, processing or any other related financial activity. In case of loss, theft or robbery of Factorial Corporate Cards you should contact the Third Party Provider who issued it. Factorial disclaims any liability or damages arising from the misuse or improper use of Factorial Corporate Cards. All information on the use and/or management of Factorial Corporate Cards displayed on the Factorial Platform comes directly from the Third Party Provider and is presented for informational purposes only. Factorial disclaims any liability for any erroneous, outdated and/or incomplete information provided by the Third Party Provider.

2.2. Terms of Use and Liability

Factorial Corporate Cards are personal, non-transferable and must be used in accordance with the policies and rules of use defined by the Client and in accordance with the terms and conditions established by the Third Party Provider issuing them. The Client and the employee holder of the Factorial Corporate Card (and of the, if applicable, electronic wallet (wallet) associated to such card) assume, exonerating Factorial in this regard, the exclusive and non-delegable responsibility for its use, including the custody of the credentials (PIN, passwords, etc.). This responsibility covers any improper, negligent or fraudulent use, as well as all economic, legal and tax consequences arising from the operations performed.

2.3. Configuration and Limits

The Client may configure spending limits and Merchant category Codes (MCCs) through the Factorial Platform. Factorial acts as a technical intermediary in such configuration, but has no power of control over such configuration nor assumes any responsibility for the suitability and/or adequacy of the limits set by the Client. Transactions shall be authorized by the Third Party Provider subject to compliance with the configured parameters, notwithstanding any other limitations that the Third Party Provider may establish and apply.

3. Operation of "Benefits”

3.1 The "Benefits" product allows the Client to manage benefits for its employees through a module integrated in the Factorial Platform. This product may require the use of Factorial Corporate Cards and involve integrations with Third Party Providers. Such integrations are governed by the terms and conditions of the relevant Third Party Provider, and Factorial does not guarantee their availability, security or proper functioning. It is the sole responsibility of the Client to (i) ensure that the use of the benefits complies with applicable regulations; and (ii) inform its employee(s) of the rules and regulations for the use of the benefits. Factorial only acts as a technological intermediary to facilitate the management of the same for Clients and their employees.

The Factorial Benefits Product may contain advertising, promotions, announcements and links to products or services of third parties, which will be visible to the users of the Factorial Platform. Factorial is not responsible, and disclaims all liability of any nature that may arise, for the contents, terms, conditions, fitness for purpose and/or use, nor for the quality of the products or services offered by such third parties. Any query, need for assistance and/or information regarding these products or services should be addressed directly to the relevant third party, who shall be solely responsible for resolving any incident and/or claim.

4. Operation of "Salary in Advance"

4.1 Issuance and Factorial's role

The use of Salary in Advance is subject to the terms, conditions and privacy policies of the banking entity. The employer must comply with all terms, conditions and privacy policies established by the banking entity in relation to the specific bank account required for the product's operation. Factorial acts solely as a technological intermediary that facilitates and makes available Salary in Advance on the Factorial Platform, but is not responsible, does not intervene or participate in the provision of funds, execution of transfers, processing of advance payments or any other related financial activity. In case of technical problems, disputes or incidents related to Salary in Advance, you must contact the banking entity directly. Factorial disclaims any responsibility or damages derived from misuse or inappropriate use of Salary in Advance. Factorial disclaims any type of responsibility derived from erroneous, outdated and/or incomplete information that the banking entity has provided.

4.2 Conditions of use and responsibility

Salary in Advance is personal for each employee and must be used in accordance with the policies and usage rules defined by the employer, in accordance with the terms and conditions established by the banking entity and in accordance with the Terms of use of the Factorial Platform. The employer and the employee beneficiary of Salary in Advance assume, exonerating Factorial in this regard, exclusive and non-delegable responsibility for its use, including compliance with established limits and the veracity of information provided. This responsibility covers any improper, negligent or fraudulent use of the product, as well as all economic, legal, fiscal and labor consequences derived from salary advances made.

4.3 Configuration and limits

The employer can configure advance limits, frequency of use and eligibility criteria through the Factorial Platform. Factorial acts as a technical intermediary in said configuration, but has no control power over said configuration nor assumes any type of responsibility for the suitability and/or sufficiency of the limits established by the employer. Advances will be processed by the banking entity provided that the parameters configured by the employer are met and there are sufficient funds in the specific bank account, without prejudice to other limitations that the banking entity may establish and apply according to its own risk and regulatory compliance criteria.

5. Responsibilities of the Client

5.1 The Client assumes the following responsibilities:

• To review and accept the terms and conditions, agreements and licenses of the Third Party Providers prior to using the services/products integral to the benefits offered to its employees.
• To inform its employees of the conditions of use, limits, responsibilities and policies applicable to the services/benefits integral to the benefits, as well as the consequences of non-compliance with any of the above. 
• Monitor the compliance on the Platform by its employees with the limits, terms and conditions of use of the services/benefits products offered to such employees and assume responsibility for any misuse. The Client shall be responsible for duly informing employees about the permitted use of Factorial Corporate Cards, as well as, if applicable, the electronic wallet to which they are linked, including permitted uses, terms, conditions and limits of use, expenses, commissions, if any, and penalties for improper use.
• Guarantee that the implementation of the services/products included in the benefits offered to its employees complies with applicable tax, labor and legal regulations.
• Verify the accuracy of the information in the Platform before using it for accounting or payroll purposes.
• Contract and manage directly and independently with the Third Party Providers any dispute or claim about their services.
• Hold Factorial harmless against any claim, damage, indemnity, compensation, expense, cost or prejudice of any nature arising from the relationship between the Client and its employees and/or with the Third Party Provider. 

6. Limitation of Factorial's Liability

6.1 Factorial acts exclusively as a software provider and technology intermediary. Factorial does not maintain any relationship with the Third Party Providers nor with the Client's employees.  Factorial's liability is limited as follows:

• Advice. Factorial does not in any case and under any circumstances provide legal, tax, financial or any other kind of advice.
• Third Party Services. Factorial is not responsible for the operation, availability, security and/or quality of the services provided by Third Party Providers, for the decisions of approval or denial of transactions or, in general, for obligations that correspond to the Third Party Providers under the agreements reached with the Client. 
• Information and Data. Factorial is not responsible for the availability, veracity, accuracy or completeness of the information coming from, provided by or obtained from any Third Party Provider, including, but not limited to, the Third Party Provider creator and manager of the electronic purse (wallet) to which the Factorial Corporate Card is linked, if any, and/or the Third Party Provider issuer of such card.
• Security Incidents. Factorial does not assume and declines any responsibility derived from security incidents such as cyber-attack, fraud, theft or unauthorized use of the Factorial Corporate Cards and/or the electronic purse (wallet) to which they are linked, which must be managed by the Client and the Third Party Provider.
• Damages. Factorial shall not be liable for any damages, whether direct, indirect, consequential or of any other nature, arising from the use and/or provision of the services of Third Party Providers. In all cases, any liability attributable to Factorial shall be governed by the provisions of Factorial's Terms and Conditions.
• Absence of employment relationship. The use of the "Factorial Corporate Cards" and/or "Benefits", as well as any associated functionality in the Factorial Platform, does not generate in any case an employment relationship between Factorial and the Client's employees. Factorial shall not have the status of employer with respect to such employees, nor shall it assume any labor obligation whatsoever. Any inquiry, incident, claim or dispute arising from the use of these products by the Client's employees shall be directed exclusively against the Client, as the sole employer and responsible for the management and resolution of such issues, including, where appropriate, the dialogue with the Third Party Provider and the adoption of the necessary internal measures in accordance with applicable regulations.

7. Data Protection

7.1 Processing of personal data by Third Party Providers.

Clients are informed that the use of certain services or products offered through Benefits on the Factorial Platform involves access to products and/or services provided or managed by Third Party Providers. Such products and/or services may require the processing of personal data of the Client's end users (such as identification or contact data), under the terms and conditions established by each Third Party Provider.

Factorial shall not be responsible for the processing of personal data carried out by such Third Party Providers in the context of the services and products offered. The Client:

• Must directly consult the terms and conditions and privacy policies of Third Party Providers before contracting and using their services; and
• Must manage directly with Third Party Providers, in accordance with applicable privacy policies, any matter related to personal data processing carried out by Third Party Providers in relation to the provision of contracted services.

7.2 Processing of personal data by Factorial as data controller.

Factorial, in its capacity as data controller, may process certain personal data of the Client's contact persons, including, by way of example, the account administrator, when they request activation of the benefits package -in particular, full name, corporate email, corporate phone number, company and position or role performed therein-, as controller, for the purpose of managing and facilitating contracting, whether of the basic or premium package, provision and/or use of products and/or services offered to the Client through Benefits.

This processing is carried out based on the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract (art. 6.1.b GDPR).

For more information related to the benefits context in which Factorial acts as controller, the Client may consult Factorial's Privacy Policy.

7.3 Processing of personal data by Factorial as data processor.

According to article 28 of the GDPR and Guidelines 07/2020 of the European Data Protection Board, the data processor is the one who processes personal data on behalf of the controller, always following their instructions and acting independently in the execution of such tasks.

Factorial, in its capacity as data processor, regarding the provision of services and/or products offered through Benefits, will process the personal data of the Client's employees, acting exclusively on behalf of the Client and according to their instructions, in accordance with what is established in the Data Processing Agreement, as follows:

• Storage of basic data and interaction management: Factorial will store on the platform basic information of the Client's employees related to contracted Benefits, so that they can access it, check their balance, activate or cancel services, and manage the PIN or blocking of their cards.
• Data transmission to third parties: When a Client User wishes to contract a Benefit, Factorial may transmit the necessary data to the corresponding provider. This data includes basic data -full name, ID number, phone, address and gross annual remuneration-, as well as specific data that may vary according to the contracted Benefit. The transmission will be carried out in a linked manner from the platform, so that the User can register correctly in the Benefit.

The Client may request at any time from Factorial the documentation of such instructions through the corresponding agreement.

For more information about the processing of your data, you can contact your employer, who acts in their capacity as data controller.

8. Resolution of Disputes with Third Parties

8.1 Any conflict, claim or dispute related to the services provided and/or products offered by Third Party Providers shall be handled directly between the Client and the relevant Third Party Provider, without Factorial's intervention except for the basic level 1 (L1) support it may provide. Factorial disclaims and declines any liability that may arise from the services provided and/or products offered by Third Party Providers to the Client.

8.2 Factorial may, at its discretion and without obligation (unless otherwise provided by applicable law), provide basic technical information that may be useful in resolving disputes between the Client and Third Party Providers and/or employees of the Client, but in no event shall Factorial act as a mediator, arbitrator or party in the resolution of disputes and in no event shall Factorial assume any costs, indemnification or refunds arising from such disputes.

8.3 Factorial reserves the right to update this Annex at any time. Any modification to the essential conditions will be notified to the Client in the terms indicated in Factorial's Terms and Conditions.