ExePay Ltd. Company number 12866788 2 Crown Court London EC2V 6JP https://www.exepay.co.uk
Version: 1.0 Approved by: ExePay Board Use: External use and regulatory purposes © ExePay Ltd.. 2025, v1.0, 05.01.2026
1.1. This document constitutes a legally binding agreement between you (referred to as “Merchant” or “You”, as applicable) and ExePay Ltd. It sets out the terms and conditions governing the provision of our Merchant Acquiring Services (as defined in Section “Merchant Acquiring Services”, or “Services”). ExePay Ltd. and the Merchant are collectively referred to as the “Parties” and individually as a “Party.” By signing an Acquiring Service Order Form that references these terms, or by accessing or using our Services, you unconditionally agree to comply with these Terms and Conditions in full. These Terms and Conditions should be read alongside with the Privacy Notice.
1.2. ExePay Ltd. is a company registered in England and Wales under company number 12866788 (referred to as “ExePay,” “the Company”, “we,” “us,” or “our,” as applicable) and is authorised by the Financial Conduct Authority to issue electronic money and provide payment services, under firm reference number 997541.
1.3. As the acquirer and a principal member of the relevant Payment Systems, ExePay will directly provide the Merchant Acquiring Services to you. These Terms and Conditions regulate the following services provided by the Company:
1.4. If there is any inconsistency or conflict between these Terms and Conditions and the Acquiring Service Order Form, these Terms and Conditions will prevail (except where the Service Order Form explicitly amends them or relates to fees/charges).
1.5. The Company may amend this Agreement periodically, subject to the Section “Terms and Terminations”. Changes will take effect upon being posted on our Website or on the date communicated to you. You are responsible for regularly checking ExePay’s Website to stay informed of any updates to these Terms and Conditions. Continued use of our services shall be deemed as acceptance of changes in the Terms and Conditions.
3.1. ExePay directly offer services Merchant Acquiring Services:
3.2. Acceptance as a Merchant of Acquiring Services A. ExePay’s approval for you to use the Merchant Acquiring Services is personal and solely for receiving payments for your goods/services. We may request further information beyond what’s stated in these Terms and Conditions. B. The services must be used solely for your business. Misuse or breach of this Agreement allows ExePay to suspend services immediately. See the relevant Section of these Terms and Conditions for more details. C. Availability of each Payment Method depends on approval by the corresponding Payment System, which may impose additional conditions or require separate agreements.
3.3. Merchant Settlement A. ExePay will initiate payouts to your bank account for valid Transactions. We are not liable for delays or errors caused by third parties or incorrect bank details you provide. B. We only pay for Transactions where Payment System’s Settlement has been received, net of service fees and deductions. You must ensure your bank details are accurate and understand that payouts may be scheduled at intervals. C. At our discretion, we may advance funds before Payment System’s Settlement (a “Pre-Fund”), which you agree is a debt until Payment System’s Settlement is received. If Payment System’s Settlement is not received in due course (“Non-Settled Pre-Fund”), you must repay the amount. We may recover these funds through deduction or refund, and may stop advancing Pre-Funds at any time. D. You must assess whether our Merchant Settlement terms meet your business needs before entering the Agreement. E. ExePay is not liable for delayed or failed payouts due to insolvency or bankruptcy of a Payment System, to the extent allowed by law. F. We may withhold payouts if Transactions appear suspicious, fraudulent, illegal, or likely to be reversed, until investigations conclude. You are required to fully cooperate. No interest will accrue on withheld funds.
3.4. Supported Payment Methods A. Supported Payment Methods are listed on our website or agreed upon in writing (e.g. in an Acquiring Service Order Form). B. We may at any time suspend or condition support for certain methods due to legal, regulatory, or scheme-related requirements, or at our discretion.
4.1 Merchant Information and Disclosure A. Provision of Information. You must provide ExePay with complete and accurate Merchant Information (defined below) and promptly notify us of any changes. B. Required Merchant Information. To comply with Applicable Law and payment systems’ rules, you must provide the following information before this Agreement starts and promptly upon our request: - Business details: legal name, trading name, registered address, and regulatory licenses. - Financial status: solvency, liquidity, and payment processing arrangements. - Ownership: details of ultimate beneficial owners and shareholders. - Operations: description of your products/services and sales channels (e.g., URLs). - Approvals or licences to conduct the business, if required so. C. Warranty and Updates. You warrant that all Merchant Information is correct. You must give us at least five (5) Business Days' prior written notice of any changes, including but not limited to changes in ownership, directors, products/services, or if you enter insolvency proceedings. D. Additional Financial Information. We may request further information, such as financial statements, delivery timelines, or operational capacity. You must provide this within five (5) Business Days of our request. E. Consequences of Non-Compliance. If you fail to provide the information requested under sections (B) and (D), ExePay may suspend the Merchant Acquiring Services until you provide satisfactory information. F. Verification and Sharing. - You agree that we may verify your identity, reditworthiness, and background through relevant registries and authorities. - You authorize us to share your information with Payment Systems to obtain and maintain access to their payment methods.
4.2. Obligations and Restrictions for Merchant's Products/Services A. Approved Use Only. You may only use the Acquiring Services to receive online payments for the specific products/services and at the specific website URL(s) you registered with ExePay. You are prohibited from using the services for other payment methods (e.g., mail or telephone orders) or reselling the services to any third party. B. Responsibility for Compliance. You are solely responsible for ensuring that your products/services, and their sale, comply with all applicable laws and Payment System Rules in your country and your client's country. ExePay’s acceptance of you as a Merchant does not constitute a legal opinion or endorsement of your business or its practices. C. Notification of Material Changes. You must update your Merchant Information in writing before selling any new products/services that are significantly different in type or value from those originally registered, and which could impact the associated risk, fraud profile, or regulatory compliance.
4.3. Website, Disclosure, and Security Obligations A. Website and URL Management - You must notify ExePay of any new website URLs you intend to use for payment processing before they go live. You may only use these new URLs after receiving our written approval. - Your business name or trading name must be clearly visible to the client throughout the entire transaction process. - Required Website Disclosures You must clearly and prominently display the following information on your website:
4.4. Rules for Submitting Transactions and Refunds A. Prohibited Activities You are strictly prohibited from: i. Submitting transactions that did not occur directly between you and the client. ii. Submitting a payment if you have reason to doubt the client’s identity. iii. Processing transactions on behalf of another business without our prior written consent. iv. Processing fraudulent refunds (e.g., giving cash in exchange for a card refund). v. Submitting transactions made with a payment card issued to you, your business officers, or their immediate family. vi. Submitting any transaction you know or suspect to be illegal or non-compliant with Payment Systems’ rules. vii. Adding surcharges for card payments unless explicitly permitted by law. Any required taxes must be included in the total transaction amount. B. Approved Submission Channels You may only submit transactions that come directly from your own systems or from a third-party provider we have pre-approved in writing. You may not use any other intermediaries. C. Pricing Fairness You must not charge buyers a higher price for using a card payment method unless specifically allowed by law. D. Consequences of Non-Compliance If you fail to comply with these rules, ExePay reserves the right to immediately suspend transaction and refund processing. We may update the required data for processing by notifying you via email. E. Execution of Instructions A transaction or refund will be considered correctly executed by us and the payment network if we process it based on the data you provided. F. Liability for Incorrect Data We are not liable for transactions or refunds that fail or are processed incorrectly due to errors in the data you supplied. We will make reasonable efforts to recover the funds and may charge you for any associated costs or losses. G. Client Contact Consent You agree to share your clients' email addresses with us in compliance with data protection laws and, where required, obtain their consent for us to contact them directly to: i. Send transaction/refund receipts and confirm billing descriptors. ii. Request additional information to confirm a transaction/refund. iii. Perform risk, fraud, and compliance checks (e.g., anti-money laundering). H. 3-D Secure Authentication For all transactions, 3-D Secure authentication (e.g., Verified by Visa, Mastercard Identity Check) will be used whenever supported by the payment method and your software. We are not liable for performance issues caused by third parties, such as issuer banks or their authentication providers.
4.5. Obligations for Pre-Authorised Recurring Transactions A. Prior Consent Requirement. For each Pre-Authorised Recurring Transaction, the Merchant must obtain the express prior written consent of the Client (Cardholder). This consent must clearly stipulate: i. The transaction amount and frequency; ii. Whether the amount is fixed or variable; iii. The approximate transaction date; and iv. An agreed-upon method for all future correspondence. B. Confirmation of agreement. The Merchant must provide the Client with a confirmation of the recurring transaction agreement, separate from any sales agreement, using the agreed communication method. This confirmation must be sent within two (2) Business Days of establishing the agreement. C. Record Retention. The Merchant shall retain the original consent for the duration of the recurring transactions and for a period of eighteen (18) months following the final payment. The Merchant shall provide a copy of such consent to ExePay immediately upon request. D. Termination of agreement. The Merchant is strictly prohibited from submitting any Pre-Authorised Recurring Transaction after receiving: i. A cancellation notice from the Client; ii. A written directive from ExePay to cease processing such transactions for the Client; or iii. A written notice from ExePay that the Client’s Payment Method is not to be honoured. E. Notification of Changes. The Merchant must notify the Client no less than fourteen (14) Business Days in advance of any change to the pre-authorised amount or transaction date that differs from the original agreement. F. Administrative and Payment Systems Compliance. The Merchant shall not submit an existing recurring transaction portfolio for processing without ExePay’s prior written consent. The Merchant must provide ExePay with the transaction frequency and duration, and shall comply with all additional requirements and recommendations imposed by a Payment System for recurring transactions.
4.6. General Compliance Obligations A. Agreement to Comply. The Merchant shall at all times operate its business in full compliance with (i) these Merchant Acquiring Terms and Conditions, (ii) all Applicable Laws, and (iii) all Payment Systems’ Rules. The Merchant is strongly advised to regularly review the current Payment Systems’ Rules and Applicable Laws, as violations may result in significant fines levied by the Payment Systems. B. Legal Authorization to Operate. The Merchant warrants that it shall maintain all necessary licenses, permits, authorizations, and consents required by competent authorities in all jurisdictions where it operates. The Merchant shall immediately notify ExePay in writing if any such authorization is revoked, suspended, or limited. C. Prohibition of Harmful Activity. The Merchant must not engage in any activity that ExePay or a Payment System reasonably determines to be illegal, fraudulent, disreputable, or likely to damage the brand or reputation of ExePay, any Payment System, or any other financial institution. D. Cooperation in Investigations. In the event of a potential fine or penalty related to the Merchant’s conduct, the Merchant shall provide full and prompt cooperation to ExePay to investigate and remedy the violation. ExePay will, where possible, share relevant feedback from the Payment System regarding the potential fine. E. Indemnification for Fines and Penalties. The Merchant shall fully indemnify, defend, and hold ExePay harmless from and against any fine, penalty, or charge imposed by a Payment System or regulatory authority as a result of the Merchant’s breach of these Merchant Acquiring Terms and Conditions, Applicable Laws, or Payment Systems’ Rules. Any such fines invoiced to ExePay will be promptly reimbursed by the Merchant.
4.7. Risk Management and Records Retention A. Risk Management and Operational Integrity. The Merchant shall implement and maintain sufficient risk management controls, including any geographic restrictions mandated by ExePay to mitigate fraud or credit risk. The Merchant further agrees to maintain proper facilities, equipment, inventory, and operational records. B. Records Retention Obligation. The Merchant shall retain a complete copy of all electronic and physical records related to transaction orders and the delivery of its Products/Services. These records must be: i. Kept in strict confidence and stored in a secure environment; ii. Retained for a period of eighteen (18) months following the termination of this Agreement; and iii. Maintained in accordance with all Applicable Laws and PCI DSS requirements. C. Data Integrity and Audit Cooperation. The Merchant must ensure that all stored records are protected, accurate, complete, and readily reproducible in a legible format. This includes, but is not limited to, shipping details, invoices, and all merchant’s correspondence. The Merchant must provide its full cooperation and immediate access to these records for any audit or investigation conducted by ExePay or a Payment System related to Chargebacks, suspected fraud, or other information requests.
4.8 Security of Client’s Payment Instruments A. Prohibition on Data Handling. The Merchant expressly guarantees that it shall not copy, capture, intercept, sell, exchange, or disclose any Client’s payment instrument information, including card numbers or Sensitive Authentication Data, entered on the ExePay Gateway. The Merchant shall take all reasonable precautions to prevent the disclosure or misuse of such information, except as required by Applicable Laws or Payment Systems’ Rules. B. Compliance with Security Standards. The Merchant shall strictly comply with all security requirements under these Merchant Acquiring Terms and Conditions, Applicable Laws, Payment Systems’ Rules (e.g., Mastercard's Site Data Protection Program), and the PCI DSS. C. Inspection and Suspension Rights. If ExePay has reasonable grounds to believe the Merchant is violating the prohibitions in section (a) or any relevant security standards, ExePay reserves the right to: i. Inspect the Merchant’s premises and systems; and ii. Immediately suspend transaction processing, refunds, and other types of interactions. D. Breach Notification. The Merchant shall notify ExePay immediately upon becoming aware of any actual or suspected breach or compromise of Cardholder Data or Sensitive Authentication Data. E. Indemnification. The Merchant shall fully indemnify, defend, and hold ExePay and its affiliates harmless from and against any and all losses, claims, fines, costs, or damages arising from the Merchant’s breach of this Section 4.8.
4.9 Notification of Errors, Misappropriation, and Unauthorised Use A. Immediate Notification Obligation. The Merchant must notify ExePay in writing immediately upon becoming aware of any actual or suspected error, misappropriation, or unauthorised use of the ExePay’s Gateway. The Merchant shall provide all relevant information in its possession and take all reasonable steps to assist ExePay in its investigation of the incident. B. Security and Information Sharing. The Merchant is responsible for safeguarding all passwords and confidential instructions required to access the ExePay’s Gateway. ExePay may disclose information it deems relevant to third parties to investigate or prevent security incidents. C. Notification of Unauthorised or Incorrect Transactions. The Merchant shall inform ExePay of any unauthorised or incorrectly executed Transaction and/or refund promptly and no later than thirteen (13) months after becoming aware of it. Where required by law, ExePay shall immediately refund the amount of any incorrectly executed refund. D. Notification of Failed Refunds. The Merchant shall inform ExePay of any non-executed or defectively executed refund promptly and no later than sixty (60) days after becoming aware of it. ExePay will then make immediate efforts to trace the refund and notify the Merchant of the outcome. Where ExePay is legally liable for the failure, it will immediately refund the amount.
4.10 Audit Rights A. Security Audit. If ExePay has reasonable belief that a security breach or compromise of Client data has occurred, it may require the Merchant to engage a third-party auditor, approved by ExePay, to conduct a security audit of the Merchant’s systems and facilities. The Merchant must: i. Provide the resulting audit report to ExePay and/or the relevant Payment System; and ii. Remedy any identified security defects within a reasonable period or a timeframe specified by the Payment System. ExePay shall reimburse the Merchant for reasonable costs associated with such an audit, unless the audit is required due to: (i) regulatory or Payment System mandates; (ii) a material breach of this Agreement by the Merchant; or (iii) a finding of the Merchant's non-compliance. B. Compliance Inspection. The Merchant agrees to allow ExePay, upon thirty (30) days' prior written notice, to inspect its business locations during normal business hours to verify compliance with this Agreement. This includes confirming the maintenance of proper facilities, equipment, inventory, records, licenses, and permits. ExePay’s representatives may audit and copy the Merchant’s books, accounts, records, and files pertaining to any Transaction under this Agreement.
4.11 Handling Client Complaints and Disputes A. The Merchant must promptly address Client inquiries and resolve disputes amicably. ExePay may terminate this Agreement under section 8.3 if unresolved disputes become excessive. Furthermore, ExePay reserves the right to charge the Merchant reasonable fees for excessive Client inquiries, refunds, or chargebacks. B. The Merchant is solely responsible for settling any complaints Clients have regarding its merchandise or services. ExePay is not liable for any claims resulting from such complaints or the Merchant’s relationship with Clients and is under no obligation to intervene. The Merchant must handle these complaints with the same diligence as those from any other client.
4.12 Rights and Obligations Relating to Returns, Refunds, and Cancellations by or to the Client A. In accordance with Section 4.3 (C) of these Merchant Acquiring Terms and Conditions, the Merchant shall clearly and accurately disclose to the Client its refund, return, and cancellation policy. Such policy shall comply with, and be presented in accordance with, all Applicable Laws and Payment System Rules. B. If, in the ordinary course of its business, the Merchant provides refunds to customers other than Clients, the Merchant shall extend equivalent refund terms to Clients. C. In the event that the total value of refund or credit Transactions exceeds the total value of sales Transactions, the Merchant shall pay to ExePay the amount of such excess. D. Where no refund is to be provided, the Client shall be informed in writing at the time of the Transaction that the sale is final and that no returns will be accepted. The Client shall also be informed in writing of any policy maintained by the Merchant that prohibits cash refunds. E. The Merchant agrees and undertakes that: i. It shall not issue refunds in cash, by cheque, or by any other means for goods and/or services paid for by a Payment Method, except where required by Applicable Law; ii. It shall not issue refunds by means of a Payment Method for goods and/or services paid for in cash, by cheque, or by any other method; iii. It shall process refunds, whether in whole or in part, solely to the same Payment Method used for the original Transaction; and iv. It shall not accept any payment from a Cardholder or third party in connection with the processing of a refund to the Cardholder’s account. F. ExePay reserves the right to refuse to process or execute any refund where such action is prohibited by Applicable Law, does not satisfy the requirements of this Agreement (subject to any mandatory provisions of Applicable Law), or where the Merchant’s Account does not contain sufficient funds until such time as adequate funds are deposited. ExePay further reserves the right to suspend the Merchant’s refund functionality if the Merchant is subject to a fraud investigation, is determined by ExePay to be generating an excessive number of Chargebacks, or for any other risk-related reason, at ExePay’s sole discretion. G. ExePay shall notify the Merchant of any such refusal or suspension, subject to any restrictions imposed by Applicable Law, specifying the reasons for such refusal or suspension and the procedure, where applicable, for correcting any factual inaccuracies that led to such decision. Any payment order that ExePay refuses shall be deemed not to have been received for the purposes of liability for non-execution or defective execution.
5.1. Liability for Chargebacks and Assessments The Merchant shall be fully responsible and liable for: (a) any and all Chargebacks; and (b) any assessments, fines, fees, charges, penalties, or expenses of any nature imposed by any Payment System, including without limitation any Card Scheme or Issuer, upon ExePay at any time, whether directly or indirectly, in connection with any aspect of Exepay’s relationship with the Merchant (collectively referred to as “Assessments”). Each Chargeback and Assessment shall constitute a debt immediately due and payable by the Merchant to ExePay.
5.2. Amount of Chargebacks Any Chargeback for which the Merchant is required to reimburse ExePay shall correspond to the full or partial processing value of the original Transaction.
5.3. Recovery of Chargebacks and Assessments Upon the occurrence of any Chargeback or Assessment, ExePay shall be entitled, without notice, to: (a) debit the Merchant’s ExePay Account, the Reserve, or any Additional Collateral; (b) make deductions from any Settlement amounts due to the Merchant; and/or (c) issue an invoice to the Merchant, in order to recover: (i) the full amount of the relevant Chargeback or Assessment; and (ii) any associated costs, expenses (including, without limitation, legal fees and other legal expenses), liabilities, or fines incurred by ExePay as a result of or in connection with such Chargeback or Assessment (collectively, “Chargeback and Assessment Costs”).
5.4. Additional Recovery Rights If ExePay does not debit or otherwise recover the full amount of any Chargeback, Assessment, or Chargeback and Assessment Costs from the Merchant’s ExePay Account, the Reserve, Additional Collateral, any Settlement, or through invoicing, ExePay shall be entitled to recover such amounts from the Merchant by any other lawful means.
5.5. Survival of Liability The Merchant acknowledges and agrees that, as Chargebacks and Assessments may arise after the date of the relevant Transaction, ExePay shall remain entitled to recover from the Merchant all Chargebacks, Assessments, and Chargeback and Assessment Costs relating to Transactions processed during the term of this Agreement, notwithstanding the termination or expiry of this Agreement for any reason.
5.6. ExePay’s Obligations in Relation to Chargebacks ExePay shall not be obliged to: A. assist the Merchant in obtaining payment of any sums that may otherwise be due from a Client where the Transaction has been subject to a Chargeback for any reason; or B. investigate or challenge the validity of any Chargeback or Assessment made by an Issuer or Payment System, whose decision or determination shall be final and binding in respect of such Chargeback or Assessment.
5.7. Disputing Chargebacks In the event that the Merchant wishes to dispute a Chargeback, it shall be the sole responsibility of the Merchant to demonstrate, to the satisfaction of ExePay, the relevant Payment System, Card Issuer, or other financial institution, that the debit to the Cardholder’s Card or account was duly authorised by the Cardholder or account holder. The Merchant shall provide ExePay, the relevant Payment System, Card Issuer, or other financial institution with all evidence required to support such a claim within seven (7) days of becoming aware of the Chargeback.
5.8. Chargeback and Fraud Ratios The Merchant shall use all reasonable efforts to maintain Chargeback and fraud ratios at levels acceptable to ExePay and the applicable Payment Systems. If the ratio of Chargebacks to Transactions, or of fraudulent Transactions to sales, exceeds one percent (1%) for a continuous period of more than three (3) calendar months, ExePay may terminate this Agreement in accordance with Section 8.3.
6.1. Merchant Service Fees A. The Merchant shall pay ExePay all applicable fees as specified in this Agreement, the Acquiring Service Order Form, or as otherwise notified to the Merchant in accordance with Section 13.2. The Merchant’s continued use of the Acquiring Services following such notification constitutes acceptance of the revised fees. B. If ExePay reasonably determines, following an investigation, that the Merchant is or has been engaged in fraudulent or illegal activity, ExePay may, in its sole discretion, impose an investigation fee. This fee shall be between ten percent (10%) and one hundred percent (100%) of the total balance in the Merchant’s ExePay Account, with the specific percentage determined by factors including, but not limited to, transaction volume, error rate, Chargebacks, fraudulent Transactions, refunds, and/or declined Authorisations. C. The fees described in this Section 6.1 are collectively referred to as the “Merchant Service Fees” or “MS Fees.”
6.2. Deductions The Merchant is liable for all deductions under this Agreement (“Deductions”), including: (i) Chargebacks; (ii) Assessments; (iii) Refunds; (iv) Non-Settled Pre-Funds; (v) amounts withheld for the Reserve under Section 6.5; and (vi) amounts held as Additional Collateral under Section 6.6.
6.3. Collection of MS Fees and Deductions A. ExePay may, at its sole discretion and without notice or demand, collect MS Fees and Deductions by: (i) deducting them from any Settlement or other funds held by ExePay prior to a Payout; (ii) debiting the Reserve or Additional Collateral; (iii) debiting the Merchant’s ExePay Wallet; (iv) direct debit from the Merchant Bank Account pursuant to Section 6.3(b); (v) setting off against any fees or sums ExePay owes to the Merchant; (vi) invoicing the Merchant; or (vii) taking any other lawful collection measures, including legal action. B. The Merchant shall maintain a bank account with an authorised financial institution (“Merchant Bank Account”) and provide a valid direct debit instruction authorising ExePay to debit any amounts due under this Agreement. The Merchant shall ensure both the Merchant Bank Account and ExePay Wallet maintain sufficient funds to cover all amounts due to ExePay. The Merchant must notify ExePay in writing well in advance of any change to the Merchant Bank Account and may not implement such change without ExePay’s prior written consent. C. For invoiced MS Fees or Deductions, the Merchant shall pay the invoiced amount within fourteen (14) days of receipt. Unless otherwise notified, ExePay may issue invoices on the first day of each calendar month (the “Billing Date”). Fees due mid-month may be invoiced on the next Billing Date or pro-rated. D. Overdue invoices shall accrue interest at a rate of three percent (3%) per annum above the Bank of England’s Base Rate. Interest accrues daily from the due date until the date of full payment and is payable on demand. E. ExePay shall provide the Merchant with access to electronic statements and invoices. ExePay may provide printed statements upon request and may charge a reasonable administrative fee for doing so.
6.4. Changes to MS Fees A. ExePay may amend the MS Fees by providing the Merchant with at least two (2) months' prior written notice. The Merchant may terminate this Agreement by providing written notice to ExePay within this notice period. B. The Merchant acknowledges that the MS Fees are based on its representations, including transaction volumes, processing methods, business type, average transaction value, refund ratios, location, and ExePay’s risk assessment. C. If the Merchant’s actual transaction volumes or other relevant characteristics materially differ from its representations, ExePay may, upon two (2) months' prior notice, adjust the fees to reflect such changes. The Merchant may terminate this Agreement by providing written notice to ExePay within this notice period.
6.5. Reserve A. ExePay may, in its sole discretion, withhold funds (the “Reserve”) as security for the Merchant’s performance of its obligations and to protect ExePay against actual or anticipated losses, including unpaid MS Fees, Deductions, and other liabilities. B. ExePay may fund the Reserve by: (i) requiring the Merchant to deposit a specified sum within seven (7) Business Days of written notice; (ii) withholding a percentage of the Merchant’s daily gross sales volume; (iii) debiting the Merchant’s ExePay Account; and/or (iv) exercising any other right of recovery under this Agreement. C. ExePay shall determine the amount and duration of the Reserve in its sole discretion, which may range from zero percent (0%) to one hundred percent (100%) of the Merchant’s processed transaction volume. D. ExePay may modify the Reserve terms upon written notice to the Merchant, including in the following circumstances: (i) the Merchant’s activities, or those of its Buyers, increase ExePay’s risk of loss; (ii) ExePay reasonably believes the Merchant has breached this Agreement; (iii) the Merchant experiences a high volume of disputes or refunds; (iv) the period between a Transaction and service delivery is materially extended; or (v) ExePay deems it commercially or operationally necessary. E. The Merchant is not entitled to interest on the Reserve, shall have no right to direct or control it, and shall not assign, pledge, or encumber it. ExePay’s rights regarding the Reserve survive the termination of this Agreement.
6.6. Additional Collateral A. In addition to the Reserve, ExePay may require at any time the Merchant to provide non-interest-bearing security funds (“Additional Collateral”) to guarantee the payment of any liabilities owed by the Merchant to ExePay and/or any Payment System. B. The Merchant shall fund the Additional Collateral in the amount specified in the Acquiring Service Order Form or as requested by ExePay . These funds shall be held in a separate account designated by ExePay and constitute a full title transfer collateral arrangement under the laws of England and Wales. The Merchant waives all rights to the Additional Collateral until all of its obligations to ExePay are fully satisfied. C. ExePay may, without notice, draw upon the Additional Collateral to cover any unpaid amount owed by the Merchant. ExePay may replenish the Additional Collateral from other funds due to the Merchant, or require the Merchant to restore the balance directly. D. Unless otherwise notified, ExePay will retain the Additional Collateral for at least six (6) months after the termination of this Agreement and may hold it longer if a risk of further Deductions or liabilities remains. Any remaining balance will be returned to the Merchant after this period. ExePay will notify the Merchant of any debits made against the Additional Collateral. E. ExePay may adjust the amount or terms of the Additional Collateral at its sole discretion upon notice to the Merchant, based on factors such as refund ratios, fraud ratios, Chargeback ratios, and other risk indicators. F. The Merchant expressly acknowledges and agrees that: (i) the Additional Collateral is separate from and not subject to ExePay ’s safeguarding obligations; (ii) ExePay may charge or debit the Additional Collateral as permitted herein; (iii) no interest shall accrue on the Additional Collateral; (iv) the Merchant has no right of control over the Additional Collateral; and (v) the Merchant shall not assign, pledge, or otherwise encumber the Additional Collateral.
6.7. Set-Off A. The Merchant authorises ExePay to set off or apply any funds held or payable by ExePay to the Merchant (including in the Reserve) against any and all liabilities of the Merchant to ExePay, whether present, future, actual, or contingent. This right is without prejudice to any other rights of ExePay. If the set-off is insufficient, the Merchant shall immediately pay the outstanding balance. B. The Merchant is not entitled to set off any liability of ExePay against any sums it owes to ExePay.
6.8. Taxes A. All fees and charges payable to ExePay are exclusive of VAT and other applicable taxes, levies, or governmental charges (“Taxes”). The Merchant is solely responsible for paying all such Taxes. If ExePay incurs any Taxes, interest, or penalties attributable to the Merchant, such amounts shall be immediately due and payable by the Merchant. B. The Merchant is solely responsible for determining, collecting, reporting, and remitting any Taxes arising from its sale of goods or services and any related payments. ExePay has no obligation to determine the applicability of, or to calculate, collect, or remit, any Taxes to any tax authority. This responsibility remains exclusively with the Merchant.
7.1. Software Provision and Modifications A. ExePay shall provide the Merchant with the Software necessary to use the Acquiring Services. B. ExePay reserves the right, at any time and at its sole discretion, to modify, update, recall or replace the Software, its interface, functionalities, or characteristics. The Merchant may be required to install such updates to continue using the Services.
7.2. Ownership and Licence A. All Intellectual Property rights in and to the API, the Software, the Marks, and all other materials related to the Acquiring Services (collectively, the "Proprietary Information") are and shall remain the exclusive property of ExePay and its licensors. B. Subject to the terms of this Agreement, ExePay grants the Merchant a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to use the Proprietary Information solely for the purpose of using the Acquiring Services in accordance with this Agreement and any applicable usage instructions. C. The Merchant shall not, and shall not permit any third party to: (i) copy, modify, or create derivative works based on the Proprietary Information; (ii) translate, reverse engineer, decompile, or disassemble the Proprietary Information; or (iii) use the Proprietary Information for any purpose not expressly permitted by this Agreement. D. Any licence granted hereunder shall terminate automatically upon termination of this Agreement or upon the Merchant's material breach of its terms.
7.3. Merchant Obligations and Indemnity The Merchant agrees: A. not to use the Proprietary Information or Acquiring Services in any manner that could harm the reputation of ExePay, its affiliates, or any Payment System; B. not to take any action that would damage, endanger, or challenge ExePay's (or its licensors') Intellectual Property rights in the Proprietary Information; C. to notify ExePay promptly of any actual or suspected infringement of the Proprietary Information; D. to notify ExePay without delay of any third-party claim alleging that the Acquiring Services infringe that third party's Intellectual Property rights; E. to cooperate with ExePay, at ExePay's direction and expense, in the defence or settlement of any claim related to clause 7.3(D); and F. to indemnify and hold ExePay harmless from and against all losses, liabilities, and costs (including reasonable legal fees) arising from any use of the Proprietary Information by the Merchant in breach of this Agreement.
7.4. Functional Changes and Termination Rights A. ExePay may implement changes that materially reduce the functionality of the Acquiring Services where it reasonably deems it necessary, including but not limited to: (i) compliance with changes in industry standards, Applicable Law, or Payment Systems’ Rules; (ii) addressing identified security risks; or (iii) other reasonable commercial or operational grounds. B. ExePay will endeavour to provide advance notice of such material changes. However, shorter notice periods may apply where necessary to comply with legal or regulatory requirements, Payment Systems’ mandates, or to address urgent security risks. C. If a change pursuant to this Section 7.4 materially reduces functionality and significantly impacts the Merchant, the Merchant may terminate this Agreement by providing written notice to ExePay within thirty (30) days of ExePay's announcement of the change.
8.1. Term and Ordinary Termination This Agreement becomes effective on the date the Merchant accepts these terms and conditions ("Effective Date") and continues for an indefinite period until terminated as follows: A. by ExePay, by providing two (2) months' prior written notice to the Merchant; or B. by the Merchant, by providing one (1) month's prior written notice to ExePay.
8.2. Survival Termination of this Agreement shall not affect any rights, obligations, or liabilities of the parties that have accrued prior to termination. All provisions which by their nature are intended to survive termination, including but not limited to warranties, indemnities, liability, and payment obligations, shall continue in full force and effect.
8.3. Immediate Termination and Suspension by ExePay ExePay reserves the right to terminate this Agreement and/or suspend the provision of any Services with immediate effect upon written notice to the Merchant if any of the following events occur: A. Performance Metrics: The ratio of error Transactions, Chargebacks, fraudulent Transactions, refunds, or declined Authorisations is deemed excessive by ExePay in its reasonable opinion; B. Material Breach: The Merchant commits a material breach of this Agreement and, if the breach is remediable in ExePay's sole discretion, fails to remedy it within ten (10) Business Days of receiving written notice; C. Inaccurate Representations: Any representation or warranty made by the Merchant in this Agreement is or becomes materially inaccurate or misleading; D. Failure to Cooperate: The Merchant fails to provide information or documentation reasonably requested by ExePay or a Payment System within a reasonable timeframe; E. Illegal or Harmful Activity: ExePay has reasonable grounds to believe the Merchant is engaged in illegal, deceptive, or brand-damaging activities, or is violating Payment System Rules or Applicable Law; F. Insolvency Events: The Merchant becomes subject to a petition in bankruptcy, insolvency, administration, reorganization, winding-up, or any analogous proceeding, or ceases its business operations; G. Material Business Change: The Merchant materially varies its business from the description provided in the Merchant Information without ExePay's prior consent, or there is a material adverse change in the Merchant's business activities, control, or financial condition; H. Third-Party Directive: A governmental authority, regulatory body, Payment System, or banking partner requires ExePay to terminate its agreement with the Merchant; I. Inactivity: The Merchant has not processed any Transactions for two (2) consecutive months; J. PCI DSS Non-Compliance: The Merchant fails to demonstrate compliance with the PCI DSS to ExePay's reasonable satisfaction; K. Reputational Damage: The Merchant undertakes activities (including scams or fraud) that, in ExePay's reasonable opinion, are detrimental to the reputation of ExePay or a Payment System; L. Illegal Use: The Merchant uses, or permits the use of, the Services or ExePay's systems for any purpose contrary to Applicable Law; M. Legal Impossibility: The continued operation of this Agreement would breach any Applicable Law; or N. Regulatory Warning: A financial regulator, government agency, or law enforcement agency issues a public warning concerning the Merchant.
8.4. Post-Termination Obligations Upon termination of this Agreement, the Merchant shall immediately: A. cease charging any Payment Instrument; B. remove all physical and electronic materials associating it with the Payment System or Payment Instruments; and C. return or, at ExePay's instruction, destroy all Proprietary Information and confidential data provided by ExePay. If the Merchant fails to return such materials within one (1) month of termination, ExePay reserves the right to levy reasonable periodic fines until compliance is achieved.
8.5. Reporting ExePay reserves the right to report the Merchant's termination and the circumstances surrounding it to the relevant Payment System and regulatory bodies, particularly in the event of termination under Section 8.3.
9.1. Right to Amend ExePay may amend this Agreement from time to time at its sole discretion . Unless otherwise specified in Section 9.4, amendments will be effective two (2) months after ExePay provides written notice to the Merchant via email, post, or by posting the changes on its Website (the "Notice Period").
9.2. Merchant's Right to Object and Terminate A. If the Merchant objects to an amendment made under Section 9.1, the Merchant may terminate this Agreement with immediate effect by providing written notice to ExePay at any time during the Notice Period. B. If the Merchant does not terminate the Agreement pursuant to Section 9.2 (A) prior to the effective date of the amendment, the Merchant will be deemed to have accepted the amended Agreement. The Merchant's continued use of the Acquiring Services after the effective date constitutes acceptance of the amended terms.
9.3. Exceptions to Notice Period ExePay may amend these Merchant Acquiring Terms and Conditions with immediate effect, or with such shorter notice as is reasonable under the circumstances, if the amendment is: A. required to comply with Applicable Law, a regulatory order, or a Payment System Rules; B. more favourable to the Merchant; C. related to the addition of a new service or extra functionality to an existing Service; or D. immaterial in nature and does not materially reduce the Merchant's rights or increase the Merchant's responsibilities. For amendments falling under this Section 9.3, the Merchant's rights to object and terminate under Section 9.2 shall not apply.
10.1. Roles and Compliance The Parties acknowledge that for the purposes of these Merchant Acquiring Terms and Conditions, each Party acts as an independent data controller in respect of the Personal Data it processes in connection with this Agreement. Each Party shall comply at all times with its respective obligations under the Data Protection Legislation.
10.2. Security Measures Each Party shall, taking into account the state of the art and the nature of the processing, implement appropriate technical and organisational security measures to ensure a level of security appropriate to the risk, including, but not limited to, measures contemplated by UK GDPR, to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
10.3. Mutual Warranties Each Party represents and warrants to the other that: A. it shall comply with all applicable Data Protection Legislation in the performance of this Agreement; B. it has established, and shall maintain, a valid lawful basis for its processing of Personal Data as required by Data Protection Legislation; and C. it shall process Shared Personal Data only as contemplated in Section 10.4.
10.4. Processing Obligations In relation to any Shared Personal Data, each Party shall: A. process such data only for its own, separately determined processing purposes as contemplated by this Agreement; B. process such data in accordance with Applicable Law, including by: (i) providing data subjects with all requisite information regarding its processing of their Personal Data, as mandated by Data Protection Legislation; and (ii) ensuring that no transfer of Personal Data outside the UK or European Economic Area occurs without implementing appropriate safeguards to ensure an adequate level of data protection; C. provide the other Party with prompt and reasonable cooperation and assistance as is necessary for the other Party to comply with its own obligations under Data Protection Legislation. Each Party shall bear its own costs in providing such cooperation, unless the assistance is required due to the other Party's breach of this Agreement; and D. notify the other Party without undue delay, and in any event within one (1) Business Day, upon becoming aware of any actual or suspected unauthorised access, disclosure, or loss of Shared Personal Data.
10.5. General Undertakings A. Neither Party shall knowingly act or omit to act in a manner that would cause the other Party to be in breach of Data Protection Legislation. B. Each Party shall be fully responsible and liable for the acts and omissions of its processors and sub-contractors in relation to the processing of Personal Data under this Agreement.
10.6. Processor Arrangements In the event that one Party is deemed to act as a data processor on behalf of the other for any specific processing activity, the Parties shall enter into a separate data processing agreement compliant with Data Protection Legislation prior to commencing such processing.
10.7. Confidentiality Both Parties shall ensure that any person authorised to process the Personal Data is subject to a binding obligation of confidentiality, whether by contract or statutory duty.
10.8. Merchant's Lawful Basis The Merchant warrants that it has, and will maintain throughout the term, all necessary lawful bases, consents, and permissions required under Data Protection Legislation to disclose the relevant Personal Data to ExePay and for it to be processed, including by the relevant Payment Systems, for the purposes of providing the Services.
10.9. Indemnity The Merchant shall indemnify, defend, and hold harmless ExePay from and against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) incurred by ExePay arising from or in connection with any breach of this Section 10 by the Merchant, its employees, or agents.
10.10. Data Retention Unless required by law, no Party shall retain or process Shared Personal Data for longer than is necessary to fulfil the specific purposes for which it was shared under this Agreement.
10.11. Legislative Review If any change in Data Protection Legislation renders this Section 10 inadequate for the purpose of ensuring lawful data processing, the Parties agree to negotiate in good faith to amend this Section to ensure continued compliance.
10.12. Allocation of Controller Purposes For clarity, and without prejudice to the independent controller status of the Parties, it is anticipated that: A. ExePay will typically act as a data controller when processing Personal Data to provide, administer, and secure the Services, and to comply with its regulatory and legal obligations (e.g., anti-money laundering checks, fraud prevention, and financial services regulations). B. The Merchant will typically act as a data controller when processing Personal Data for its own commercial purposes, such as marketing, customer relationship management, and fulfilling its contracts with Clients.
11.1. Continuing Representations and Warranties The Merchant represents and warrants to ExePay that the following statements are true, accurate, and correct on the Effective Date and shall be deemed repeated each time the Merchant uses the Acquiring Services: A. Lawful Use: The Merchant shall not use the Acquiring Services in connection with any illegal, fraudulent, or prohibited business activities. B. Delivery of Goods/Services: The Merchant shall deliver its products and/or services ("Merchant Products/Services") to Clients promptly and in accordance with the terms of its agreements with such Clients. C. Product Compliance: All Merchant Products/Services offered to Clients comply with all Applicable Laws in every jurisdiction where the Merchant markets, sells, or delivers them. D. Licences and Permits: The Merchant has obtained and shall maintain all necessary licences, permits, authorisations, and registrations required under Applicable Law to conduct its business in all relevant jurisdictions. The Merchant shall notify ExePay immediately of any revocation, suspension, or material change to such authorisations. E. Corporate Power and Authority: The Merchant has the full power, capacity, and authority to execute, deliver, and perform its obligations under this Agreement. This Agreement constitutes a legal, valid, and binding obligation of the Merchant, enforceable against it in accordance with its terms, and does not violate any law or conflict with any other agreement to which the Merchant is bound. F. No Litigation: To the best of the Merchant's knowledge, there is no pending or threatened action, suit, or proceeding against the Merchant that would reasonably be expected to materially impair its ability to conduct its business or adversely affect its financial condition. G. Processing History: The Merchant has never: i. been terminated by a payment acquirer or requested to terminate an acquirer agreement; ii. been placed in a monitoring program by a Payment System; or iii. experienced excessive Chargebacks or committed fraud in its payment processing history. H. Criminal History (Personnel): The Merchant's directors, shareholders, and ultimate beneficial owners have not been convicted of a criminal offence and are not currently the subject of any criminal investigation. The Merchant undertakes to notify ExePay immediately should this status change. I. Sanctions Compliance: The Merchant's directors, shareholders, and ultimate beneficial owners are not listed on any sanctions list, including but not limited to those maintained by the UK, EU, or the U.S. Office of Foreign Assets Control (OFAC). The Merchant undertakes to notify ExePay immediately should this status change.
11.2. Cost Responsibility The Merchant acknowledges that it is solely responsible for all costs, expenses, fines, and charges incurred in achieving and maintaining compliance with this Agreement and Applicable Law. This responsibility includes, but is not limited to, any liabilities arising from a data breach or security compromise affecting the Merchant's systems or from the fraudulent use of data held by the Merchant.
12.1. Definitions For the purposes of this Section 12, the terms "ExePay," "we," "our," or "us" shall include ExePay, its corporate affiliates ("ExePay Corporate Group"), and their respective directors, officers, employees, agents, and suppliers.
12.2. Merchant Indemnity The Merchant shall indemnify, defend, and hold harmless ExePay from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or relating to: A. any breach or alleged breach of these Merchant Acquiring Terms and Conditions, Agreement, any Additional Document, Applicable Law, or Payment System Rules by the Merchant, its employees, agents, or authorised third parties; B. the Merchant's use of, or activities in connection with, the Acquiring Services; C. any acts or omissions of the Merchant, its employees, agents, or authorised third parties; D. losses related to Chargebacks, Assessments, and associated costs; and E. any claim that the Merchant's products, services, or actions infringe upon a third party's intellectual property rights.
12.3. Exclusion of Liability A. Third-Party Actions: ExePay shall not be liable for the acts or omissions of any third party, including but not limited to Payment Systems, Processors, card issuers, or for events originating outside its systems, such as infrastructure failures, internet disturbances, or malfunctions in third-party systems.
B. Consequential Damages: Notwithstanding any other provision of this Agreement, ExePay shall not be liable to the Merchant or any third party for any indirect, special, incidental, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, business, data, or goodwill, whether or not ExePay has been advised of the possibility of such damages.
12.4. Limitation of Liability A. Liability Cap: Subject to Section 12.6 and to the fullest extent permitted by Applicable Law, the total aggregate liability of ExePay, whether in contract, tort (including negligence), or otherwise, arising out of or relating to this Agreement, shall not exceed the total amount of Merchant Service Fees (net of Interchange and Payment System fees) paid by the Merchant in the twelve (12) months immediately preceding the event giving rise to the claim. B. Direct Damages Only: ExePay's liability shall be limited solely to the Merchant's direct damages and shall in no event include any of the damages excluded under Section 12.3(B). C. Specific Exclusions: Without limiting the foregoing, ExePay shall not be liable for any losses resulting from: (i) the Merchant's use of, or inability to use, the Acquiring Services, websites, API, or software; (ii) delays, disruptions, viruses, or malicious software affecting its systems; (iii) glitches, bugs, or inaccuracies in its services or systems; (iv) the content, actions, or inactions of third parties, including Buyers; (v) a suspension or other action taken with respect to the Merchant's account; or (vi) the Merchant's need to modify its practices or behaviour due to changes in this Agreement or ExePay policies.
12.5. Disclaimer of Warranty
12.6. Service Availability ExePay will use commercially reasonable efforts to ensure the availability of the Acquiring Services but does not guarantee that the services will be uninterrupted, secure, or error-free. ExePay may suspend, withdraw, or change all or any part of the service without notice and will not be liable for any unavailability.
12.7. Release A. The Merchant hereby releases ExePay from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with disputes between the Merchant and any Buyer, other account holder, or third party using the Acquiring Services. B. The Merchant expressly waives any statutory or common law provisions that would otherwise limit the scope of this release to only those claims which it knows or suspects to exist in its favour at the time of agreeing to this release.
12.8. Unenforceability If any limitation or exclusion of liability set forth in this Section 12 is held to be unenforceable under Applicable Law, the liability of ExePay shall be limited to the maximum extent permitted by law.
13.1. Complaints Any complaint by the Merchant regarding the Services shall be handled in accordance with the complaints procedure set out in the Terms and Conditions.
13.2. Electronic Communications A. The Merchant consents to receive all communications, notices, and disclosures (including this Agreement and any amendments) from ExePay electronically via email or by posting on the Website, provided the Merchant has internet access and a valid email account. B. The Merchant may request a paper copy of any legally required disclosure, and ExePay will provide it in a storable and reproducible form (e.g., by email). ExePay reserves the right to charge a reasonable fee for providing such copies. C. The Merchant may withdraw its consent to electronic communications by contacting ExePay as specified in this Agreement. However, ExePay reserves the right to terminate this Agreement if the Merchant withdraws such consent.
13.3. Assignment and Delegation A. By ExePay: ExePay may, at any time, transfer, assign, novate, or subcontract any of its rights or obligations under this Agreement without the Merchant's consent. The Merchant agrees to cooperate and execute any documents reasonably required to effect such transfer. The Merchant authorises ExePay to disclose relevant details to any prospective transferee. B. By the Merchant: The Merchant may not assign, transfer, charge, or sublicense any of its rights or obligations under this Agreement without the prior written consent of ExePay. C. Subcontracting: ExePay may appoint agents or subcontractors to perform its obligations under this Agreement at any time without prior notice to the Merchant.
13.4. No Partnership or Agency Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose.
13.5. Use of Marks A. License to ExePay: The Merchant grants ExePay a non-exclusive, royalty-free, non-transferable licence during the Term to use the Merchant's name, logo, and trademarks on ExePay's client list, marketing materials, and in communications with the Merchant's Buyers regarding Transactions. Any other use requires the Merchant's prior written consent, not to be unreasonably withheld. B. License to Merchant: The Merchant may refer to ExePay as its payment service provider on its website and may include a link to ExePay's Website to explain the appearance of ExePay's name on bank statements. Any other use of ExePay's logos or marks requires ExePay's prior express written consent.
13.6. Governing Law and Jurisdiction A. Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. B. Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Notwithstanding the foregoing, ExePay retains the right to bring proceedings in any other jurisdiction where the Merchant is incorporated or holds assets for the purpose of enforcing a judgment.
13.7. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to a Force Majeure Event. If a Force Majeure Event continues for a period exceeding two (2) months, either party may terminate these Merchant Acquiring Terms and Conditions with immediate effect by written notice to the other party.
13.8. Cumulative Remedies The rights and remedies provided in these Merchant Acquiring Terms and Conditions are cumulative and in addition to, and not in substitution for, any rights or remedies provided by law.
13.9. Good Faith Cooperation The parties agree to act in good faith and to cooperate with each other to accomplish the transactions contemplated by these Merchant Acquiring Terms and Conditions.
13.10. Entire Agreement This Agreement, together with the Additional Documents and the relevant Acquiring Service Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to its subject matter.