GENERAL TERMS AND CONDITIONS

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1. DEFINITIONS AND INTERPRETATION

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​1.1. ​In these Terms and Conditions, unless the context otherwise requires the listed terms will have the following meanings: 

 

Account: Maintenance and Support Services

Means non-transactional services provided by the Service Provider to ensure the continuity, operational performance, and administrative upkeep of the Merchant Account. These services include, without limitation:

• Provision of a dedicated Account Manager and/or access to designated Merchant support channels;

• Assistance with periodic or ad hoc reporting requirements, as well as monitoring of service levels where a separate SLA is in place;

• Regular audits, reviews, and updates of the Merchant Profile and onboarding documentation;

• Access to training sessions, onboarding materials, or knowledge transfer programs for the Merchant’s operational or support personnel.

Such services are intended to promote an efficient and compliant use of the Payment Services and to maintain effective communication and operational alignment between the Merchant and the Service Provider.

 

Account: Merchant Account

(also referred to as "Customer ID") means the primary account record assigned by the Service Provider to each of its clients—whether a Direct Merchant or a Payment Service Provider (PSP)—upon execution of a valid service agreement.

The Merchant Account serves as the sole and centralized interface through which the client accesses the Service Provider’s infrastructure, including but not limited to technical integration via API, configuration and management of assigned Payment Terminals and Payment Solutions, access to reporting tools, transactional data, and settlement-related information.

Each Merchant Account is associated with a single authentication and authorization profile issued by the Service Provider, and governs all technical, financial, and operational parameters assigned to that client.

All services—including Payment Terminals, Payment Solutions, and related processing capabilities—are allocated and managed under this unique Merchant Account. All activities performed by the client within the scope of the Service Provider’s platform are logged and recorded under the corresponding Customer ID, which represents the definitive identity of the client within the system.

 

Account: Payment Account

Means any financial account designated by the Client and approved by the Service Provider for the purpose of receiving settlement funds resulting from Payment Transactions processed through the Service Provider’s infrastructure.

A Payment Account may be:

• a bank account held at a licensed Credit Institution;

• an account issued by a duly authorized Payment Institution or Electronic Money Institution (EMI);

• a wallet address or blockchain account lawfully owned and controlled by the Client, used for receipt of supported digital assets (such as USDT (ERC-20/TRC-20) or USDC (ERC-20));

• a local payment account within a jurisdiction-specific payment scheme (e.g., PIX in Brazil, PSE in Colombia, SPEI in Mexico);

• an account operating within regional or international clearing systems such as SEPA or SWIFT.

The Payment Account must be valid, operational, and capable of receiving funds corresponding to the Client’s processed transactions. The Client is solely responsible for the accuracy and compliance of the designated Payment Account, including its compatibility with the applicable payout method.

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Acquiring of Payments in Digital or Crypto-Assets

Means the ability to accept, process, and settle inbound transactions denominated in digital or crypto-assets (e.g., BTC, ETH, USDT), including conversion to fiat currency (where applicable), through authorized or otherwise legally operating Digital Asset Service Providers (DASPs).

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Acquiring Services

Means the set of acquiring and related transaction handling services offered by Sepon to enable Merchants’ access to relevant Payment Schemes and Methods, including the technical, financial, and compliance operations necessary to accept, process, and settle inbound payments.

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Action

Means any claim, demand, legal proceeding, lawsuit, regulatory investigation, arbitration, administrative enforcement, or other formal or informal process initiated by any person, entity, or authority, that may result in, or is reasonably expected to result in, a Financial Liability for either party.

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Affiliate

Means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For the purposes of this definition, "control" means the direct or indirect ownership of 25% or more of the issued share capital, voting rights, or other equity interests, or the ability to otherwise direct or cause the direction of the management and policies of such entity, whether through ownership, contractual arrangements, or otherwise.

The terms "controlling", "controlled", and "under common control" shall be construed accordingly.

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Aggregated Transaction

Means a single Payment Transaction submitted for processing or settlement, which consolidates multiple individual purchases, payment instructions, or micro-transactions initiated by the same User through the same Payment Method account, wallet, or identifier, within a defined time window and/or up to a pre-agreed threshold amount. Aggregated Transactions are permitted only if such consolidation is in accordance with the applicable rules of the relevant Payment Method provider or scheme and authorized by the Service Provider under the Merchant’s configuration.

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Agreement: Payment Services Agreement (also referred to as the "Merchant Service Agreement")

Means the contractual framework governing the provision of payment services by the Service Provider to the Merchant (or PSP). The Payment Services Agreement consists of the following documents, as amended from time to time in writing:

• The main body of the Payment Services Agreement, including

  • The Merchant Application Form (MAF), and

  •  accompanying Contractual Information.

• These Terms and Conditions (T&Cs),

• The Payment Account Settlement Form, and

• One or more Payment Solution Schedules, each of which sets out:

  • the specific Financial Conditions applicable to the relevant Payment Solution (“Financial Conditions”), and

  • the Payment Solution-Specific Terms of Use or Terms and Conditions applicable to that Payment Solution.

Together, these documents form a single binding agreement between the parties and collectively constitute the Payment Services Agreement.

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​​Allowed Jurisdiction

Means any country, territory, or jurisdiction in which a Merchant must be legally incorporated, domiciled, or operate in order to be eligible to access and use the payment services provided under this Agreement.

The list of Allowed Jurisdictions is determined solely by the Service Provider and may be amended, updated, or replaced from time to time at the Service Provider’s sole discretion.

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Ancillary Services

Means any services provided by the Service Provider that are not strictly required for the technical execution of a Payment Transaction but which are complementary to, supportive of, or enhance the performance, security, compliance, or operability of the core Payment Method Enablement Services. Ancillary Services may be offered on a standalone or bundled basis, and may include, without limitation::

• Risk Management Services;

• Fraud Prevention Service;

• Compliance & Regulatory Support

• Treasury and Finance Management Services;

• Technical Enablement and Support Services;

• Account Maintenance & Support Services;

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Authorisation

Means the confirmation or approval issued in connection with a Payment Transaction, indicating that the transaction has been technically validated and approved for further processing.

Authorisation is typically provided by the issuer of the Payment Instrument used by the User, such issuer being a financial institution, banking institution, or operator of a Payment Scheme that has issued or enabled such Payment Instrument. This approval is generally transmitted via a technical response to the Service Provider or its upstream partner(s), verifying that the User has sufficient balance or credit, the Payment Instrument is valid and active, and all applicable authentication or verification steps have been completed.

In certain cases, Authorisation may also be obtained without the involvement of an Issuer or Payment Scheme, such as in blockchain-based transactions, where the relevant network or protocol (e.g., Ethereum, Tron) performs the technical validation and consensus confirming the authorization of the transaction based on network rules and the state of the distributed ledger.

The Service Provider will register and treat each valid Authorisation as a distinct technical status for the related Payment Transaction, for the purposes of processing, reconciliation, and potential settlement.

Such confirmation may include, but is not limited to:

• verification of the availability of funds or credit,

• the status and authenticity of the Payment Instrument,

• applicable transaction or regulatory limits, and

• the completion of required authentication (e.g., PIN, 3DS, biometric, cryptographic proof, etc.).

Authorisation does not constitute or guarantee final settlement and may be subject to reversal, expiry, or rejection in accordance with the applicable rules of the respective Payment Method or network.

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Authorised Institution

Means any legal entity that is duly licensed, registered, or otherwise  regulated under the applicable laws of its jurisdiction to provide payment services, financial services, or digital asset services, and that supports or participates in the execution, processing, or settlement of Payment Transactions.

This includes, but is not limited to:

• Payment Institutions and Electronic Money Institutions (EMIs),

• Credit Institutions (including banks),

• Equivalent Institutions operating under local regulatory frameworks,

• Digital Asset Service Providers (including regulated crypto exchanges and custodians),

• Technical Service Providers involved in transaction routing, authentication, or gateway operations,

• and regionally licensed Alternative Payment Method (APM) facilitators.

Authorised Institutions may act as Issuers, Acquirers, Clearing or Settlement Agents, Wallet Providers, or Infrastructure Providers, depending on their role within a specific Payment Method or Scheme.

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Authorised Institution: Agent of AI (also referred to as "Agent of AI")

Means any legal entity that is formally appointed by an Authorised Institution to act on its behalf in the provision of payment or related services, and that is duly registered or notified as such with the respective competent regulatory authority in accordance with applicable law.

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Authorised Institution: Alternative Payment Method (APM) Facilitator

Means a legal entity that is licensed, registered, or contractually authorised to operate or enable a jurisdiction-specific or scheme-specific payment method outside of traditional card or banking rails. This includes facilitators of systems such as PIX (Brazil), PSE (Colombia), iDEAL (Netherlands), BLIK (Poland), and similar APMs.

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Authorised Institution: Credit Institution (also referred to as a Bank)

Means a legal entity authorised by the competent authority in its jurisdiction to accept deposits or other repayable funds from the public and to grant credits for its own account, in accordance with banking regulations.

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Authorised Institution: Electronic Money Institution (also referred to as an EMI)

Means a legal entity that has been duly authorised by the competent authority in its country of incorporation to issue electronic money, store funds electronically, and—where permitted—provide payment services, in accordance with electronic money and payment regulations.

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Authorised Institution: Equivalent Institution

Means a legal entity authorised by the competent authority in a non-EU jurisdiction to provide payment services and/or issue electronic money under a regulatory framework that is functionally comparable to that governing Payment Institutions or EMIs in the European Union.

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Authorised Institution: Payment Institution

Means a legal entity that has been duly authorised by the competent authority in its jurisdiction to provide and execute payment services, including but not limited to: initiating credit transfers, processing direct debits, executing payment transactions via cards or similar instruments, issuing payment instruments, or acquiring payment transactions, in accordance with applicable payment services legislation.

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Authorised Institution: Technical Service Provider

Means a legal entity that does not hold or process funds itself, but provides the technological infrastructure required to initiate, route, authenticate, or complete payment transactions. This includes payment gateways, authentication layers (e.g., 3DS providers), fraud prevention tools, tokenisation engines, and orchestration platforms.

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Batch Transaction

Means a group of multiple independent Payment Transactions submitted together by the Merchant in a single processing file or request, typically for efficiency in reconciliation or settlement. Each transaction in the batch remains a separate and standalone Payment Transaction, initiated independently by a User or system trigger.

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Business Days

Means any day on which the Service Provider is open for business, excluding:

• Saturdays and Sundays;

• public holidays in Canada, and/or the country where the Merchant is established; and

• any day on which banking institutions in Canada are authorised or required by applicable Regulatory Requirements to remain closed.

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Chargeback

Means a reversal of a previously authorized and/or settled Payment Transaction, initiated by or on behalf of a User and executed by the issuer of the relevant Payment Instrument (or the applicable Payment Method provider), in accordance with the rules, policies, or operating procedures of the relevant Payment Scheme, Alternative Payment Method, or financial institution.

A Chargeback results in the return of funds to the User and may be triggered for reasons including, but not limited to: disputes, suspected fraud, non-delivery of goods or services, technical errors, or violations of applicable scheme rules.

For clarity, the term “Chargeback” shall also include any functionally equivalent reversal mechanism under non-card Payment Methods, such as forced refunds, User-initiated returns, or automatic reversals applied by a Payment Scheme, platform, or upstream provider.

The Service Provider may become aware of a Chargeback through notifications received from its upstream provider(s), issuer institutions, or platform integrators, depending on the structure of the Payment Solution.

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Compliance & Regulatory Support Services

Means advisory, reporting, screening, and monitoring services provided to ensure that Payment Transactions and Merchant operations comply with:

• AML/CFT requirements (e.g., transaction screening, real-time PEP/Sanctions checks);

• KYC/KYB onboarding and lifecycle management;

• Transaction monitoring (ongoing CDD/EDD obligations);

• Regulatory reporting support (e.g., suspicious activity reports, transaction limits).

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Data Security Event

Means any actual or suspected event in which User Data or Transaction Data—including any Personal Data—is stolen, misused, lost, or disclosed to, or accessed by, an unauthorized person or system, whether intentionally or unintentionally.

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Digital Asset Service Provider (DASP)

Means any legal entity that, as part of its business activities, provides services involving crypto-assets, virtual assets, or digital tokens, regardless of the terminology used in the applicable laws or regulations of any jurisdiction.

This includes, but is not limited to, entities that qualify as Crypto-Asset Service Providers (CASPs) under applicable EU regulation, or as Virtual Asset Service Providers (VASPs) under FATF standards, and that are engaged in one or more of the following activities:

• the custody or administration of digital assets on behalf of third parties,

• the exchange, transfer, or trading of digital assets,

• the issuance, brokerage, or distribution of digital tokens,

• or the provision of advisory, investment, or other services directly related to digital assets.

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Director

Means any natural person who is duly authorised—whether by law, corporate documents, or internal governance—to direct, manage, control, or coordinate the business affairs of the Merchant, including entering into binding agreements on its behalf.

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Effective Date

Means the date on which this Agreement is deemed to have entered into legal force and effect, as specified in the introductory clause of the Agreement or otherwise agreed in writing by the Parties.

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Exchange Rate

Means the applicable foreign exchange rate used to convert one currency into another, as provided to the Service Provider either by its designated foreign exchange rate provider(s) or by the relevant Upstream Payment Service Provider (UPSP) involved in the processing and/or settlement of the corresponding Payment Transaction, at the time the conversion is applied.

The Exchange Rate may include a spread, margin, or other fee component as determined by the respective provider or by the Service Provider.

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Execution of Domestic and Cross-Border Transfers (Fiat & Digital)

Means the execution of fund transfers, including person-to-person, person-to-business, or business-to-business payments, in either fiat or digital currencies, whether domestic or cross-border, and regardless of whether such transfers are processed via bank accounts, mobile wallets, distributed ledger systems, card networks, or other Alternative Payment Methods (APMs).

This includes the execution of outgoing Payout Transactions from the Merchant to its end-users (such as Customers, Sellers, Participants, or Recipients), covering disbursements of winnings, withdrawals, rewards, cashback, refunds, affiliate commissions, or other forms of value transfer.

Such payouts may be routed via:

• local payment rails, may include, without limitation: SEPA (EU), Pix (Brazil), SPEI (Mexico), IBI / Yape / Plin (Peru), CBU / CVU Transfers (Argentina), PSE / Transfiya (Colombia), or other local EFT systems where applicable.;

• alternative payment methods (e.g., mobile money, QR-based schemes, digital wallets);

• prepaid, debit, or credit cards belonging to end-users, via supported card schemes (e.g., Visa Direct, Mastercard Send);

• blockchain-based wallets (in the case of digital asset payouts).

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Fallback

Means a contingency process initiated when the initial attempt to process a Payment Transaction fails, and which is used to reattempt or complete the transaction via the same or an alternative Payment Method or Payment Method Provider.

Fallback may include, but is not limited to, rerouting through an alternative technical or commercial channel, switching to a secondary provider, or applying a permitted manual or automated workaround, provided such measures comply with all applicable legal, regulatory, and data security requirements.

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Financial Liabilities

Means any actual or potential monetary obligation, loss, liability, fine, penalty, cost, expense, charge, assessment, or damage (including reasonable legal, regulatory, or professional fees) that the Service Provider is required to pay:

• to a third party involved in the processing of the Merchant’s payment transactions,

• to a regulatory, governmental, or supervisory authority,

• to an Upstream Payment Service Provider pursuant to the applicable contractual arrangements, or

• as a result of obligations imposed by any relevant Payment Scheme (including, but not limited to, card networks and alternative payment method schemes such as Visa, Mastercard, PayPal, SEPA, PIX, or others).

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Financial Liabilities include, without limitation:

• scheme-related fees, penalties, fines, and compliance assessments;

• chargebacks or functionally equivalent transaction reversals;

• losses or costs arising from an Action, contractual breach, regulatory violation, data breach, or third-party claim; and

• any financial or legal obligations imposed by an Upstream Payment Service Provider under its agreement with the Service Provider, to the extent such obligations are contractually reflected in the Payment Solution-Specific Terms of Use Exhibits (forming part of this Payment Services Agreement) or in any other applicable agreement between the Service Provider and the Merchant.

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Foreign Exchange (FX) Services (Fiat and Digital)

Means currency conversion services offered as standalone or embedded features during payment or transfer workflows. This includes:

• Fiat-to-fiat (e.g., USD to EUR);

• Fiat-to-crypto (e.g., USD to BTC);

• Crypto-to-crypto (e.g., ETH to USDT);

• Scheduled, manual, or algorithmic conversion setups.

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Fraud Prevention Services

Means any technological or procedural tools deployed to detect, prevent, or reduce fraudulent activity, including but not limited to:

• Device fingerprinting;

• Behavioral biometrics;

• 3D Secure routing (if applicable);

• Machine learning-based pattern analysis;

• Blacklist/whitelist and fraud network data integrations.

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FX Fee (Foreign Exchange Fee)

Means any fee, margin, or cost component applied by the Service Provider in connection with the conversion of one currency into another within the scope of payment processing, balance management, or settlement operations.

An FX Fee may apply:

• At the transactional level, when a Payment Transaction is initiated in one currency and processed, recorded, or settled in a different currency (e.g., between the Payment Transaction Currency and the Processing Balance Currency);

• At the non-transactional level, during the transfer, allocation, or reconciliation of funds between internal balances (e.g., Processing Balance Currency, Merchant Settlement Balance Currency, or Risk Reserve Currency) or during settlement to the Merchant’s designated Payment Account.

The FX Fee may include a currency conversion margin, spread, or third-party charge and is applied in accordance with the Service Provider’s applicable pricing terms or as otherwise agreed in the relevant Payment Solution Exhibit.

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Group or our Group

Means Sepon Pay Ltd., together with any and all of its Affiliates, whether existing now or established in the future, and irrespective of jurisdiction.

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Guarantee

Guarantee means a written and legally binding undertaking provided by a third party acceptable to the Service Provider (such as a director, owner, affiliate entity, or regulated financial institution) whereby the Guarantor agrees to be jointly and severally liable with the Merchant for the full and punctual performance of the Merchant’s obligations under this Agreement, including the payment of any amounts due as a result of chargebacks, scheme-related fines, regulatory penalties, or other Financial Liabilities, as defined herein.

The Guarantee must be in a form acceptable to the Service Provider and must remain in force for the duration of this Agreement and for any survival period specified for outstanding liabilities. The Service Provider may, at its sole discretion, require the Guarantee as a condition for onboarding, continued access to the Payment Services, or during the term in response to elevated risk exposure.

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Independent Sales Organization (also “Referral Partner”)

Means any individual, company, or other legal entity that:

• acts independently from the Service Provider, any Merchant, any Upstream Payment Service Provider (UPSP), or any Payment Scheme directly involved in the processing of Payment Transactions under the scope of the referred business engagement, and

• has entered into a commercial agreement with the Service Provider for the exclusive purpose of introducing or referring new Merchants, Payment Service Providers (PSPs), or other potential business clients to the Service Provider.

Referral Partners:

• do not participate in the processing, clearing, or settlement of Payment Transactions;

• have no direct contractual relationship with any Payment Method Provider, Acquirer, UPSP, or Merchant, unless expressly authorized in writing by the Service Provider;

• act solely on behalf of the Service Provider and do not represent any other party involved in the payment value chain.

Their permitted activities may include, without limitation:

• Business referral and introduction of prospective clients;

• Facilitating initial contact and onboarding coordination (if agreed);

• Assisting in the commercial qualification and documentation of referred clients in preparation for potential onboarding and integration with the Service Provider’s platform.

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Merchant Application Form (abbreviated as MAF)
(also referred to as Merchant Profile)

Means the document or digital form initially completed by the Merchant during the onboarding process with the Service Provider. It contains essential business, operational, financial, and compliance-related information required for risk assessment, regulatory due diligence, and the provision of Payment Processing Services.

The MAF may be incorporated into this Agreement (in full or abridged form) and shall be deemed an integral part thereof.

The Merchant Profile may be updated, modified, or amended over time either:

• by the Merchant through available functionalities within the Service Provider’s Merchant Backoffice (abbreviated as MBO), or

• by the Service Provider or its Compliance Team, based on updated Merchant information or applicable regulatory and operational requirements.

The current version of the Merchant Profile remains accessible to the Merchant via the MBO platform and/or as an updated MAF.

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Merchant Outlet

Refers to a specific location or environment—physical or digital—where transactions are initiated by customers.

It can be:

• A physical store,

• An eCommerce website,

• A mobile application,

• Or any other sales channel (like MOTO, QR-code POS, etc.).

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Merchant Settlement Balance Currency

Means the currency in which the Service Provider maintains, under its direct control, a settlement balance aggregating funds received from one or more Processing Balances managed by Upstream Payment Service Providers (UPSPs), across various jurisdictions and Payment Methods.

This balance reflects the net amount of Merchant Funds that is due and payable by the Service Provider to the Merchant, and—together with any applicable Risk Collateral Balances—constitutes the formal Merchant Fund Obligation prior to the initiation of final settlement.

Each Merchant Settlement Balance Currency corresponds to the currency of one or more Payment Accounts designated by the Merchant for receiving payouts.

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Merchant, you, or your

Means the legal entity that enters into and receives services under the Payment Services Agreement with the Service Provider.

To access the Payment Processing Services, the Merchant must fall into one of the following categories:

• a Payment Service Provider (PSP): an entity licensed or authorized to offer related payment services to third-party merchants; or

• a Direct Merchant: an entity that sells goods or services to end-users (Customers) using electronic commerce platforms and receives payments via the Payment Methods made available by the Service Provider.

All references to Merchant in this Agreement apply equally to both PSPs and Direct Merchants, unless explicitly stated otherwise.

Under no circumstance shall any individual consumer, charity, or micro-enterprise (as defined under applicable legislation or regulatory frameworks) be considered a Merchant or be eligible to receive access to the Payment Methods or related Services.

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Merchant: Inactive Merchant

Means a Merchant that has not submitted any Payment Transactions for a continuous period of twelve (12) consecutive calendar months.

The term also includes:

• a terminated Merchant for which the contractual security period has expired, which retains a residual balance, but whose legal entity and/or designated Payment Account is no longer active or operational; and

• any Merchant to whom the Service Provider is unable to remit funds due to reasons beyond its control, including legal, regulatory, or operational constraints.

An Inactive Merchant may be subject to specific procedures regarding balance handling, account access, and ongoing compliance obligations, as further defined in this Agreement or applicable policies.

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Merchant: Platform Merchant

Means a Merchant that operates an online platform (such as a website, mobile application, or similar digital environment) with the intent to enable, host, or manage one or more independent Third-Party Sellers offering goods or services to End-Users (Customers).

A Platform Merchant accepts Payment Transactions, including via specific Payment Methods, on behalf of such Third-Party Sellers or in relation to their offers. This may include marketplace-style operations, aggregated checkout experiences, or embedded commerce functionality.

Platform Merchants must comply with additional regulatory, compliance, and operational obligations, including (but not limited to):

• identification and verification of Third-Party Sellers,

• responsibility for payment flows and fund allocations,

• recordkeeping and auditability of sub-merchant activity, and

• transparency obligations towards Customers.

The Platform Merchant remains contractually and financially responsible to the Service Provider for all Payment Transactions submitted via its platform, including those related to Third-Party Sellers.

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Party

Means each party to this Agreement, including Sepon (the Service Provider), the Merchant, and any Payment Service Provider or Independent Sales Organisation (ISO) that enters into or signs the Agreement. Each may be referred to individually as a "Party" and collectively as the "Parties".

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Payment Account Settlement Form

Means either a section of this Agreement or a standalone document (designated, where applicable, as Schedule #1), which forms an integral part of this Agreement and sets out the Merchant’s designated Payment Account(s) for the receipt of Merchant Funds. The form includes, without limitation, the following details: account holder name, financial or virtual asset institution information, payment currency, IBAN or blockchain wallet address, and any required wiring or transfer instructions.

This Form is completed and signed by the Merchant and may relate to one or more settlement channels, including but not limited to:

• SEPA and SWIFT bank transfers for fiat currency settlements;

• Crypto-asset settlement wallets (e.g., USDT TRC20 / ERC20, USDC ERC20);

• Local Payment Rails (e.g., Pix (Brazil), SPEI (Mexico), PSE (Colombia)).

The Payment Account Settlement Form may be amended from time to time and re-executed upon any changes to the designated Payment Account(s). Any such amendment shall become binding upon mutual execution and shall automatically form part of this Agreement.

For the avoidance of doubt, the Payment Account Settlement Form designates the payout destination(s) only and does not, in and of itself, constitute authorization to initiate a transfer of funds unless expressly provided elsewhere in this Agreement.

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Payment Gateway

Means the technology platform or service that facilitates the secure transmission of payment-related data between the Merchant, the User, and the relevant Payment Method Provider for the purposes of initiating, authorizing, and processing electronic Payment Transactions.

The Payment Gateway may support multiple Payment Methods and provides functionalities including, but not limited to:

• encryption and secure transmission of sensitive data,

• API-based integration with Merchant systems,

• transaction routing and orchestration,

• basic or advanced fraud screening tools,

• communication and interoperability with Payment Processors, Acquirers, or Payment Method Providers.

The Payment Gateway may be operated by the Service Provider or by a third-party technology vendor integrated into the Service Provider’s infrastructure.

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Payment Method

Means any payment scheme, system, or instrument that a User or Customer uses to make a payment to the Merchant and that is supported by the Service Provider under this Agreement. This includes, but is not limited to:

• Card-based Payment Methods, including credit, debit, charge, prepaid, and virtual cards issued under international and/or domestic card schemes (e.g., Visa, Mastercard, American Express, Interac);

• Alternative Payment Methods (APMs), such as mobile wallets (e.g., Apple Pay, Google Pay), digital wallets (e.g., PayPal, Skrill), Buy-Now-Pay-Later (BNPL) providers (e.g., Klarna, Afterpay), direct bank transfers, SEPA/ACH-based payments, open banking–enabled payments, QR-code payments, and e-money accounts;

• Digital Asset Payment Methods, including crypto-assets or tokenized value instruments, if and where supported by the Service Provider under applicable regulation;

• Any other method of transferring value, whether physical, electronic, digital, or token-based, that is processed through the Service Provider, an Upstream Payment Service Provider, or otherwise accepted by the Merchant under the scope of this Agreement.

Each Payment Method operates subject to its own applicable Payment Scheme, rules, and technical or legal requirements.

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Payment Method Payment Enablement Services

Means the collective set of services provided by the Service Provider to enable the acceptance, processing, conversion, and settlement of incoming and outgoing Payment Transactions across fiat and digital asset systems, including:

• Acquiring Services;

• Execution of domestic and cross-border money transfers;

• Foreign exchange (FX) services in fiat and/or digital currencies;

• Provision of Payment Accounts and Payment Instruments.

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Payment Scheme

Means the structured set of rules, operational frameworks, governance structures, and supporting technical infrastructure (including software, hardware, and network protocols) operated by or on behalf of a Payment Method Provider, network, or platform to enable the initiation, routing, processing, authentication, clearing, and settlement of Payment Transactions.

A Payment Scheme defines:

• the roles and responsibilities of participating entities (such as issuers, acquirers, Payment Processors, clearing houses, or payment service providers);

• the applicable flow of funds, settlement models, dispute resolution mechanisms (e.g., chargebacks and refunds);

• technical and compliance requirements binding all participants.

Examples of Payment Schemes include, without limitation:

• international card networks (e.g., Visa, Mastercard),

• domestic or regional clearing systems (e.g., SEPA in the EU, PIX in Brazil, SPEI in Mexico),

• e-money ecosystems and digital wallets (e.g., PayPal, Neteller),

• and national online payment systems (e.g., iDEAL in the Netherlands, Przelewy24 in Poland, BLIK in Poland).

Each Payment Method supported by the Service Provider may rely on one or more underlying Payment Schemes.

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Payment Service Fee

Means any transactional or non-transactional fee charged by the Service Provider for the provision of ancillary services in connection with the processing of Payment Transactions. These services may include, without limitation:

• fraud prevention and risk management,

• compliance and regulatory support,

• technical maintenance,

• minimum usage or account maintenance fees associated with the Merchant Account(s).

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Payment Solution ID

Means a defined configuration of payment processing services offered by the Company under a unified commercial and legal framework. Each Payment Solution ID represents a specific set of payment methods, transaction flows, supported currencies and jurisdictions, business verticals, and associated pricing terms. 

The rights and obligations related to a given Payment Solution are governed by a dedicated contractual exhibit, which outlines the applicable financial conditions, terms of use, and specific legal and compliance requirements for that solution. 

Each Payment Solution may involve the use of one or more Payment Terminals, defined and assigned by the Company for technical routing, risk management, or operational purposes. The internal structure of any Payment Solution, including the number and nature of Payment Terminals or underlying service providers, is determined solely at the Company’s discretion and may not be disclosed to the Merchant.

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Payment Terminal (also referred to as “Provider ID”)

Means a distinct technical and commercial configuration within the Company’s payment processing infrastructure, serving as the exclusive processing endpoint for specific types of payment transactions.

Each Payment Terminal is uniquely defined by a combination of operational and financial parameters, which may include (but are not limited to):

• one or more supported payment methods,

• eligible currencies and jurisdictions,

• associated Payment Flow (e.g., 3DS, direct debit, redirect),

• Unique Fee Structure and Pricing Model,

• risk, compliance, and routing rules.

Every individual payment transaction is processed exclusively through one specific Payment Terminal. Multiple Payment Terminals may exist under a single Payment Solution ID to accommodate different payment methods, transaction flows, pricing schemes, regulatory constraints, or merchant segmentation strategies. The Company retains full discretion over the configuration, modification, and assignment of Payment Terminals.

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Payment Transaction

Means the acceptance of a Payment Method by the Merchant as payment for products sold, leased, or services provided to a User through remote channels, including online, in-app, or other digital interfaces supported by the Payment Service Provider.

The term also includes any related:

• credits,

• reversals,

• refunds,

• returns,

• errors, or

• adjustments processed in connection with such transactions.

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Payment Transaction Currency

Means the currency in which a Payment Order is initiated by or on behalf of the User and in which the corresponding Payment Transaction is intended to be processed by the Service Provider. This is the original currency of the transaction at the point of initiation through the applicable Payment Method.

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Payment User Data (also referred to as "User Data" or "Payer Data")

Means any information associated with a User that is used to initiate, authenticate, authorize, or receive a Payment Transaction via any Payment Method.

Payment User Data includes, but is not limited to:

• User credentials and unique identifiers, such as account numbers, wallet IDs, virtual payment addresses, usernames, email addresses, or any other identifiers linked to the User’s payment account or payment instrument;

• Sensitive authentication data, including (where applicable) one-time passwords (OTPs), biometric data (e.g., fingerprint or facial recognition), cryptographic keys, device tokens, PINs, passcodes, or any other data used to verify the identity of the User or to authorize a transaction.

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Personal Data

Means any information relating to an identified or identifiable natural person (Data Subject), whether directly or indirectly. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier or to one or more characteristics specific to their identity.

Personal Data includes, but is not limited to:

• General identifiers such as name, identification number, phone number, email address, user ID, location data, or online identifiers (e.g., IP address, device ID);

• Physical and physiological identity factors such as gender, height, eye colour, biometric data, medical records, or health-related information;

• Economic and financial identity factors such as source of funds, source of wealth, income level, account balances, payment behaviour, or transaction history;

• Cultural and educational identity factors such as level of education, language, or nationality;

• Social identity factors such as marital status, number of children, criminal records, or legal status.

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Principal Place of Business

Means the primary fixed location at which the executive officers or directors of a legal entity exercise direction, control, and coordination over the business affairs of such entity. This address may be used for regulatory, legal, and compliance purposes, including Know-Your-Customer (KYC) and due diligence assessments.

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Processing Balance Currency

Means the currency in which Payment Transactions are aggregated and maintained by the Upstream Payment Service Provider, in accordance with the Service Provider’s technical configuration and the contractual arrangements between the parties.

This balance represents the initial point of collection and holding of Merchant Funds, accumulated from Users in connection with Payment Transactions processed via a specific Payment Method or flow. It is used to record incoming payments and to either:

• initiate Payout Transactions directly to Users or recipients (if applicable), or

• transfer funds to the corresponding Merchant Settlement Balance maintained by the Service Provider for onward settlement to the Merchant.

The Processing Balance Currency thus reflects the intermediary aggregation layer of Merchant Funds prior to final reconciliation and settlement by the Service Provider.

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Processing Data (also referred to as "Payment Data" or “Transaction Data”)

Means all data that is required to initiate, execute, authenticate, authorize, route, or settle a Payment Transaction via any supported Payment Method. This includes all technical, transactional, and contextual information necessary for the complete processing lifecycle of the transaction.

A subset of Processing Data is referred to as "Payload Data", which represents the structured input submitted by the Merchant or User (directly or via API) to initiate a Payment Transaction.

Processing Data includes, but is not limited to:

• User identifiers (e.g., account number, wallet ID, email, phone number);

• Transaction details (e.g., amount, currency, timestamp, reference ID);

• Merchant information (e.g., Merchant ID, terminal ID, business category);

• Payment Method parameters (e.g., scheme ID, payment type, flow type);

• Authentication and authorization elements (e.g., OTP, biometric, device data, 3DS);

• Routing and network metadata (e.g., IP address, geo-location, processor ID);

• Contextual and technical metadata required for fraud detection, compliance, and clearing.

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Processing Fee

Means a transaction-based fee charged for the processing of individual Payment Transactions. This fee may be structured as a fixed amount, a percentage of the Transaction Amount, or any combination thereof, depending on the applicable Payment Method and commercial terms.

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Provision of Payment Accounts and Instruments

Means the issuance and operation of user-facing financial accounts—denominated in either fiat or digital currency—used for:

• Storage and retrieval of funds;

• Payout and pay-in functionality;

• Linked tools such as cards, virtual wallets, payment links, or crypto wallets.

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Recurring Transaction

Means a series of repeated Payment Transactions initiated at regular intervals (e.g., weekly, monthly) under a pre-authorized arrangement between the User and the Merchant, typically for subscription services or installment plans. The first transaction usually includes the User's explicit consent for subsequent automatic charges.

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Regulatory Requirements

Means any applicable law, statute, regulation, directive, ordinance, decree, administrative guideline, rule, policy, court order, governmental decision, or binding interpretation issued by any competent legislative, regulatory, judicial, or governmental authority having jurisdiction over the Parties, the Services, or the Payment Methods covered under this Agreement.

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Remote Transaction / eCommerce Transaction

Means a Transaction initiated and completed using a Payment Method where the User is not physically present at the Merchant’s location, and no physical payment instrument is presented at the point of sale.

Remote Transactions may include, but are not limited to:

• eCommerce transactions via websites or platforms,

• mobile application payments,

• pre-authorised recurring payments,

• or transactions initiated via telephone, email, or electronic messaging services (e.g., SMS, WhatsApp, or chatbots).

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Repeated Transaction (also referred to as “Push Transaction”)

Means a type of Payment Transaction that is repeatedly initiated by the User using pre-generated or persistent payment credentials or identifiers (such as a static QR code, virtual payment address, or reusable payment link), which are associated with a previously created payment instruction or authorization context.

Repeated Transactions are typically User-initiated push payments that reference a single, reusable set of payment parameters (e.g., Merchant account, User identifier, description) but allow the User to determine the timing and the amount of each individual payment.

This model is commonly used in static QR code-based payment systems, where a Merchant generates a unique but fixed QR code once (e.g., linked to a named virtual account or CPF/CNPJ number in Brazil) and shares it with the User. The User may then scan the same QR code multiple times to initiate new payment transactions at their discretion.

Each Repeated Transaction is processed independently and may vary in amount, frequency, or context, while still referring to the original payment identifier or target account.

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Reserves (also referred to as “Risk Collateral” or “Rolling Reserve”)

Means any amount of Merchant Funds that the Service Provider, at its sole discretion, withholds, retains, or segregates from settlements, for the purpose of securing actual or potential Financial Liabilities of the Merchant.

Such liabilities may include, without limitation:

• chargebacks,

• scheme or regulatory fines,

• fees or penalties,

• fraud exposure, or

• other operational or compliance risks.

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Risk Management Services

Means tools, processes, or professional services offered by the Service Provider to monitor, assess, and mitigate payment risks, fraud exposure, regulatory exposure, and reputational risk. This includes:

• Transaction scoring and rules engines;

• Automated or manual risk review workflows;

• Velocity checks, anomaly detection, geo-risk filters;

• Chargeback ratio monitoring and alerts;

• Early fraud warning systems.

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Risk Reserve Balance Currency
(also referred to as “Risk Collateral Balance Currency”)

Means the currency in which the Service Provider holds the Reserve funds or other Security instruments on behalf of the Merchant, for the purposes of mitigating risks such as chargebacks, fraud, or regulatory exposure.

This currency may differ from the Merchant’s Settlement Currency, and may be selected based on risk, jurisdictional, or operational requirements.

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Security

Means any form of financial or legal assurance required by the Service Provider, at its sole discretion, to secure the Merchant’s current or contingent obligations under this Agreement.

Security may include, without limitation:

• Reserve balances,

• letters of credit,

• escrow arrangements, or

• third-party guarantees.

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Sepon, we, us, or our

Means Sepon Pay Group Ltd or any of its Affiliates that act as the Service Provider under this Agreement, depending on the contracting entity and the jurisdiction in which the Merchant is onboarded.

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Service Provider

Means the legal entity under the Sepon Group that provides the Services to the Merchant pursuant to this Agreement, including payment processing, settlement, risk management, compliance, and all associated technical, financial, or administrative functions.

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Services

Means the Payment Method Payment Enablement Services and Ancillary Services provided by us under the agreement.

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Settlement Fee

Means a non-transactional fee charged for the service of collecting, managing, and settling Merchant Funds to the Merchant’s designated Payment Account. This fee is independent of the volume or number of individual Payment Transactions.

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Split Transaction

Means a transaction where the original purchase amount is divided and processed across two or more separate Payment Transactions, typically due to partial approvals, multiple funding sources, or at the request of the User or Merchant. Each Split Transaction must be clearly linked to the same underlying order or purchase and comply with Payment Method rules.

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Standard Business Hours:

Means the standard business hours during which the Service Provider conducts its core operations and is available for communication.

Normal Working Hours

For Clients located in Canada or the United States – the period from 09:00 to 17:00 local time, Monday to Friday (excluding public holidays observed in the Client’s province or state);

For Clients located in the European Economic Area, the United Kingdom, or Switzerland – the period from 09:00 to 17:00 Central European Time (CET/CEST), Monday to Friday (excluding public holidays observed in the Client’s country of incorporation).

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Standards

Means:

• all applicable operating rules, integration guides, implementation manuals, developer documentation, and policy updates issued by any Card Scheme, Alternative Payment Method provider, Payment System Operator, or relevant regulatory authority;

• recognized data security and cybersecurity standards, including but not limited to PCI-DSS (Payment Card Industry Data Security Standard), PA-DSS (Payment Application Data Security Standard), ISO/IEC 27001, ISO 20022, the NIST Cybersecurity Framework, and any equivalent or successor standards adopted by the industry; and

• any applicable requirements governing the secure development, transmission, processing, access, retention, or storage of Payment Data, User Data, or Personal Data, including data encryption, tokenization, authentication protocols, and network security controls; and

• any legal, regulatory, or industry-driven norms that may also be referred to as Regulatory Requirements, Regulatory Standards, or Regulatory Rules, and that are binding or recommended in the context of providing payment or data-related services.

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Technical Enablement & Support Services

Means the technical solutions, tools, and support provided by the Service Provider to enable, maintain, adapt, or improve the Merchant’s access to and use of the Platform and related Payment Services. These services include, without limitation:

• Provision of integrations, APIs, SDKs, technical documentation, and related components;

• Access to sandbox or test environments for simulation and validation purposes;

• Merchant Backoffice (MBO) platform access and configuration;

• Custom flow configuration and technical onboarding support;

• Monitoring dashboards, real-time alerts, and log management tools;

• Incident management, including diagnostics, technical root cause analysis, and resolution (e.g., hotfixes or patches);

• Handling of technical support requests and clarifications from Merchants;

• Implementation of specific technical modifications or customizations at the Merchant’s request (subject to feasibility and agreement);

Execution of technical improvements, upgrades, or adaptations initiated by the Service Provider at its discretion, for the purposes of optimization, security enhancement, or alignment with updated requirements of:

• Upstream Payment Service Providers (UPSPs),

• regulatory or compliance frameworks, or

• the Service Provider’s own infrastructure roadmap.

These services collectively ensure a compliant, secure, and technically efficient integration between the Merchant and the Service Provider’s platform.

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Transaction Record

Means an electronic record generated by the Service Provider or its authorized processing systems, documenting the details of a Payment Transaction. A Transaction Record typically includes, but is not limited to, the date and time of the transaction, the transaction amount, the Payment Method used, the Merchant and User identifiers, status, and any unique transaction reference number. Transaction Records are used for reconciliation, reporting, compliance, and dispute resolution purposes.

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Treasury and Finance Management Services

Means services related to the monitoring, movement, conversion, and control of Merchant Funds, which may be provided by the Service Provider as part of Ancillary Services. These services include, without limitation:

• Automated payout scheduling and execution to Merchant or User accounts;

• Support with reconciliation of inbound and outbound transactions across internal balances;

• Reserve fund allocation, release, and adjustment mechanisms;

• Real-time or periodic reporting of liquidity and current available balances;

• Collection and consolidation of Merchant Funds from one or more Upstream Payment Service Providers (UPSPs), and timely initiation of settlements to the Merchant’s designated accounts;

• Generation of Payment Flow Statements detailing transaction volumes, fund movements, and balance evolution;

• Balance sweeping and optimization services, including reallocation of funds across internal accounts and currencies to improve liquidity efficiency, minimize FX exposure, and support Payout execution.

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Upstream Payment Service Provider (also referred to as "UPSP")

Means any Authorised Institution, Payment Scheme Operator, Acquirer, or other regulated entity that provides the Service Provider with access to one or more Payment Methods or Payment Schemes, enabling the Service Provider to process Payment Transactions on behalf of its Merchants.

An Upstream Payment Service Provider may include, without limitation:

• Payment Institutions, Electronic Money Institutions, or Credit Institutions (including banks),

• Acquirers in card schemes,

• Alternative Payment Method facilitators, or

• Digital Asset Service Providers, depending on the structure of the Payment Method or Payment Scheme.

The Upstream Payment Service Provider may also act as a settlement party, transferring Merchant Funds to the Service Provider in accordance with the applicable financial and operational terms, after collecting payments from Users.

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User (also referred to as a "Payer")

Means any natural person or legal entity that initiates, authorizes, or executes a Payment Transaction using a Payment Method made available by the Service Provider to a Merchant under an applicable Payment Solution.

The User acts as the end-customer of the Merchant, purchasing goods or services for which payment is processed by the Service Provider on behalf of the Merchant. The User may hold, access, or control the payment instrument (such as a bank account, payment card, e-wallet, or blockchain wallet) used to complete the transaction.

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Website, eCommerce Website

Means the website, mobile application, or any other digital platform operated by or on behalf of the Merchant (as amended from time to time), through which Customers may initiate and complete Transactions using the supported Payment Methods.