Silk Service General Terms and Conditions for Businesses

Last updated: 01/09/2026

These General Terms and Conditions govern the relationship between Silk Cashback, SL and the merchant that registers on the Silk platform to distribute its offers through financial institutions. Acceptance during the registration process implies full and unreserved agreement with this document.

1. Parts

Silk Cashback, SL (“Silk”), CIF B56738511, with registered office at Calle Sagasta 1, 3º E, 28004 Madrid, incorporated on November 13, 2023 and registered in the Mercantile Registry of Madrid, Volume 46105, Folio 11, Sheet M-810073, Entry 1.

• Business contact: ina@silkcashback.com
• Billing and support: support@silkcashback.com

The Commerce: the legal entity identified in the registration process, which acts in the exercise of its business or professional activity.

Both parties are contracting as professionals. Consumer protection regulations do not apply to this relationship.

2. Definitions

• Platform: Silk’s technological system for the creation, distribution, attribution, and settlement of Offers.
• Distributing Entity: financial entity, card issuer or loyalty program that displays the Offers to its customers in its own digital environment.
• End User: customer of a Distribution Entity who receives or activates an Offer.
• Offer: promotional campaign set up by the Merchant, with a percentage or amount of Reward, validity, limits and specific conditions.
• Reward: The amount the Merchant returns to the End User for an Eligible Purchase. It is a deferred discount on the purchase price and is fully financed by the Merchant.
• Eligible Purchase: a payment transaction that meets the conditions of the Offer and is identified by the Platform.
• Attribution: process by which a payment operation is associated with an Offer through the merchant and terminal identifiers (MID, POS code or equivalent reference) and other transaction data provided by the Distributing Entity or card network.
• Silk Commission: consideration for the service, in accordance with Clause 8.
• Billing Cycle: calendar month.

3. Purpose and nature of the service

Silk provides the Merchant with a technological platform that allows them to publish Offers on the channels of the Distribution Entities and measure their result at the transaction level.

Silk acts as a technology service provider and advertising intermediary. Silk is not a credit institution, payment institution, or electronic money institution; it does not sell the Merchant’s products or services and is not a party to the sales contract between the Merchant and the End User.

Silk does not access the Merchant’s or End User’s bank accounts, nor does it use bank aggregation services (PSD2 / open banking).

4. Registered Trade

The business must provide, and keep updated at all times:

• Company name, tax identification number, address, registration details and beneficial ownership where required.
• Identification of the person signing the account.
• List of included establishments and channels, with their merchant and terminal identifiers (MID / POS code) and the corresponding acquiring entity.
• Billing details and payment method in accordance with Clause 8.
• Brand, logo and graphic materials in the required formats.

El Comercio guarantees the accuracy of this data and is responsible for damages arising from erroneous or outdated data, in particular from incorrect or non-attributions by terminal identifiers not communicated, communicated in error or modified without notice.

Silk may deny or cancel registration when the Merchant fails to meet its internal controls or those required by the Distribution Entities or card networks.

5. Excluded activities

Offers from businesses whose main activity falls into any of the following categories are not accepted:

Gambling, betting and lotteries · adult content · weapons, ammunition and explosives · crypto assets and unregulated investment services · high-cost loans, debt refinancing and consolidation services · controlled substances and associated paraphernalia · counterfeit products or products that infringe the rights of third parties · multi-level marketing and pyramid schemes · persons or entities subject to international sanctions · any illegal activity under Spanish or European Union law.

Silk may expand this list when required by the Distribution Entities or card networks, notifying the Merchant accordingly.

6. Configuration, approval and publication of Offers

6.1

The Merchant configures their Offers by indicating: percentage or amount of Reward, maximum budget, establishments and channels included and applicable exclusions.

6.2

All offers require prior validation by Silk and, where applicable, by the Distributing Entity. Silk does not guarantee the publication of a specific offer, its distribution through a particular channel, or any volume of impressions, activations, visits, or sales.

6.3

The identity of the Distribution Entities, their number, their selection conditions and their segmentation criteria constitute confidential information of Silk and said entities, and are not communicated to the Merchant.

6.4

The Merchant may pause, modify, or withdraw an Offer with 15 business days’ prior notice, as Offers are committed to the Distributors in advance. Withdrawal does not affect Eligible Purchases already made, which will be settled according to these Terms and Conditions.

6.5

The Merchant is solely responsible for the legality of its Offers, including their veracity, compliance with advertising and unfair competition regulations, the correct indication and comparison of prices, and the compatibility of the Reward with other promotions of its own or of third parties.

7. Attribution and measurement

7.1

The attribution is based on transaction data provided by the Distributing Entities or card networks. This data constitutes the source of truth for settlement purposes between the parties.

7.2

Silk will provide the Merchant, at the close of each Billing Cycle, with a report showing the Eligible Purchases attributed and the amount of Rewards generated, in aggregate format.

7.3

El Comercio has 15 calendar days from the date each report is made available to challenge an attribution, providing the corresponding evidence. If no challenge is filed within this period, the report will be considered accepted for all purposes. Silk will issue a reasoned decision within a maximum of 10 business days.

7.4

Returns, cancellations, and chargebacks. Transactions reversed in full or in part do not generate a Reward. If the amount has already been settled, it will be adjusted in the next Billing Cycle.

7.5

Silk does not guarantee the attribution of all transactions. Eligible Purchases may go unidentified due to causes beyond Silk’s control—such as network communication issues, unreported terminal changes, offline transactions, transaction aggregation by the acquirer, or other factors—without generating any liability for Silk or any right to compensation.

8. Economic conditions

8.1

Reward. The amount of the Reward is determined and fully financed by the Merchant.

8.2

Silk Commission. For each sale generated through Silk, the Merchant will freely set the applicable commission. Of this commission, twenty percent (20%) will go to Silk, plus applicable VAT in accordance with tax regulations. The remaining eighty percent (80%) will be allocated to rewards for the Channel promoting the offer and the Buyer making the purchase, according to the terms and proportions established on the Platform.. For example, if a sale amount is €100 and the Merchant charges a 10% commission, the total commission will be €10. Of this commission, €2 (20%) will go to Silk, plus applicable VAT. The remaining €8 (80%) will be distributed between the Channel and the Buyer according to the terms and conditions of the offer.

8.3

Rewards Channeling Mandate. The Merchant grants Silk an express mandate to collect the Rewards amount on behalf of and for the account of the Merchant, and to channel it to the Distributing Entity for payment to the End User.

The amounts received by Silk as a Reward are received on behalf of the Merchant, do not constitute consideration for any service provided by Silk and are not included in its VAT taxable base, in accordance with article 78.Three.3º of Law 37/1992. The attribution report provided for in Clause 7.2 serves as documentary justification of the exact amount paid.

Only Silk’s Commission is subject to VAT and not exempt.

8.4

Settlement and payment method. At the end of each Billing Cycle, Silk will determine the total amount payable by the Merchant (Rewards + Commission + VAT on the Commission) and issue the corresponding invoice. Payment will be made, at the Merchant’s discretion at the time of registration:

• • Card Charge. The Merchant expressly and repeatedly authorizes Silk to charge the total amount to the designated card at the end of each Billing Cycle. The Merchant agrees to maintain a valid, current card with sufficient funds and to update its information upon any changes. Card data is processed and protected by Silk’s payment service provider in accordance with the PCI DSS standard; Silk does not store it.
  • Invoice and transfer. Silk will issue an invoice at the end of the Cycle, payable by transfer within the period of[15]days from its issue date.

8.5

Non-payment. The rejection of a card charge or non-payment of the invoice will accrue late payment interest as stipulated in Law 3/2004 of December 29, as well as the legally established compensation for collection costs. Silk may suspend the publication of all Merchant Offers 15 days after the due date, upon prior notification, without this exempting the Merchant from payment of the amounts due.

8.6

Review of economic terms. Silk may revise the Commission with 30 days’ notice. If the Merchant does not accept it, it may terminate the contract before it takes effect in accordance with Clause 13.

9. Brand and content

El Comercio grants Silk a non-exclusive, royalty-free license, for the territorial scope in which the Offers are distributed and limited to the term of the contract, to use its brand, trade name, logo, images and descriptions for the following purposes:

• Publish and promote your offers on the channels of the Distribution Entities.
• Identify the Merchant as a Silk customer in marketing materials, on the Silk website, and in investor-facing documentation.

The Merchant guarantees that it holds the necessary rights to said materials and will indemnify Silk against any third-party claims arising therefrom. The Merchant may revoke the authorization provided for in section (b) by written notice, with effect on materials produced subsequently.

10. Data protection

Silk does not share End User personal data with the Merchant. Performance reports are provided exclusively in aggregate format.

Each party acts as an independent controller with respect to the personal data it processes on its own behalf, including professional contact details exchanged for the execution of the contract, which will be processed on the basis of legitimate interest in managing the contractual relationship and will be kept for its duration and the statutory limitation periods.

There is no processing commission relationship between the parties arising from these Terms.

11. Confidentiality

Each party undertakes to maintain the confidentiality of the other’s information accessed in connection with the contract, during its term and for 3 years after its termination.

In any case, the agreed economic conditions, campaign performance data, technical information of the Platform and the identity, number and conditions of the Distribution Entities are considered confidential.

12. Responsibility

Each party is responsible for any breach of its obligations under Spanish law.

Silk is not responsible for: the quality, delivery, warranty or after-sales service of the Merchant’s products and services; End User claims related to the purchase; decisions of the Distributor Entities regarding the publication, placement or segmentation of the Offers; interruptions caused by third parties or force majeure; nor for damages resulting from incorrect or outdated data provided by the Merchant.

Limitation. Except in cases of willful misconduct or gross negligence, Silk’s total and cumulative liability to the Merchant shall not exceed the amount of Commissions actually received from the Merchant during the 12 months prior to the event giving rise to the liability. Loss of profits, loss of business, and consequential damages are excluded in all cases.

13. Duration and termination

The contract has an indefinite duration from the acceptance of these Terms and Conditions during the registration process. There is no minimum commitment period.

Either party may terminate it by means of written communication with 15 days’ notice.

Silk may terminate the contract with immediate effect in the event of non-payment, proven evidence of fraud, serious breach of these Conditions, the Merchant’s classification in any of the activities excluded from Clause 5, or a requirement in this regard from a Distribution Entity or a card network.

Termination does not exempt the Merchant from paying the Rewards generated and the Commissions accrued up to the effective date of termination, which will be settled in the corresponding Billing Cycle.

14. Fraud and misuse

The Merchant agrees not to generate artificial operations or operations without a real commercial cause, not to manipulate merchant or terminal identifiers, and not to encourage the misuse of the system by End Users or its own staff.

In cases of reasonable suspicion of fraud, Silk may withhold the affected payments while it investigates, informing the Merchant of the reason. The Merchant will have 15 days to submit arguments and evidence, and Silk will issue a reasoned decision. Only amounts whose irregular nature is proven will be permanently cancelled.

15. General provisions

• Independence of the Parties. The parties are independent contractors. Nothing in this contract creates a partnership, agency, franchise, or employment relationship between them. There is no exclusivity: Silk may provide services to the Merchant’s competitors, and the Merchant may contract for equivalent services with third parties.
• Subcontracting and assignment. Silk may use technology and payment providers to deliver the service, and is responsible for their actions. Assignment of the contract requires the prior consent of the other party, except in cases of merger, spin-off, or transfer of a business unit, in which notification will suffice.
• Modifications. Silk may modify these Terms with 30 days’ prior notice, communicated by email to the address designated during registration. If the Merchant does not accept the modifications, they may terminate the contract without penalty before they take effect. Continued use of the service after this period implies acceptance of the modifications.
• Notifications. These will be sent by email to the addresses designated by each party during the registration process, and will be fully effective.
• Partial nullity. The declaration of nullity of some clause will not affect the validity of the rest, which will remain in force.
• Entire Agreement. These Terms and Conditions, together with the registration form and the specific terms and conditions of each Offer, constitute the entire agreement between the parties and supersede any prior agreements or communications on the same subject matter. In case of conflict, the specific terms and conditions of each Offer shall prevail.

16. Applicable law and jurisdiction

These Terms and Conditions are governed by and construed in accordance with Spanish law. The parties submit to the jurisdiction of the Courts of the city of Madrid, expressly waiving any other jurisdiction that may apply.