Terms of Service

This Terms of Service Agreement (“Agreement”) constitutes a legally binding contract between any user of the A-Pay.one platform (“User”, “you”, or “your”) and A-Pay.one (“A-Pay”, “we”, “our”, or “us”). By accessing and utilizing the website, APIs, and associated services (collectively, the “Platform”), you agree to be bound by these Terms. If you do not agree, you must immediately cease any and all use of the Platform.

1. Services Provided. A-Pay provides an integrated digital infrastructure enabling Users to facilitate online payment transactions. This includes but is not limited to transaction processing, payment routing and settlement, provision of developer tools and APIs, fraud detection, real-time transaction monitoring, compliance support, and merchant onboarding services. The Platform is intended exclusively for use by legal entities, corporate users, and authorized representatives operating within their respective business environments.

2. Eligibility and Access Conditions. Access to the Platform is restricted to Users who are legal entities or authorized professionals possessing the legal capacity to enter into binding agreements and who are not located in jurisdictions under EU or international sanctions. Users are required to provide accurate, complete, and up-to-date information during registration and at all times thereafter. A-Pay reserves the unconditional right to verify User credentials and supporting documentation to determine compliance and eligibility at its sole discretion.

3. User Registration and Obligations. Users shall maintain the integrity of their account by ensuring secure credential management. This includes implementing appropriate authentication measures and access control protocols. Users shall be solely responsible for any activity or transaction conducted under their account, including actions by authorized or unauthorized personnel. Any suspected breach of account security or unauthorized use must be reported to A-Pay without undue delay. Failure to maintain account security or notify A-Pay of breaches shall render the User fully liable for resulting damages or losses.

4. Data Protection and Privacy Commitments. A-Pay adheres strictly to Regulation (EU) 2016/679 (GDPR), Directive 2002/58/EC, and all relevant EU data protection laws. Our Privacy Policy, forming an integral part of this Agreement, specifies the categories of personal and commercial data collected. It explains the lawful bases for processing including contractual necessity, legal obligations, and legitimate interest. It details the technical and organizational measures implemented to safeguard data integrity, data retention practices aligned with legal and operational requirements, and mechanisms governing lawful cross-border data transfers. By using the Platform, Users explicitly consent to the processing, storage, and transfer of data as described.

5. User Conduct and Acceptable Use. Users shall not engage in any form of unauthorized, illegal, fraudulent, or disruptive conduct while using the Platform. This includes but is not limited to circumventing security controls, introducing malicious software, manipulating data, reverse engineering platform components, processing transactions for unverified third parties, violating intellectual property rights of A-Pay or third parties, or engaging in behavior that could impair system integrity or availability. A-Pay reserves the right to investigate, suspend, restrict, or terminate User access and report violations to competent authorities.

6. Fees, Payments, and Refunds. Users shall pay all applicable fees as outlined in published rates or contractually agreed terms, inclusive of taxes as applicable under EU and Member State laws. Refunds will only be granted in cases of verified billing errors, confirmed technical malfunctions attributable to A-Pay, or where expressly required by applicable laws. Refund requests must be substantiated with documentation and submitted within thirty (30) calendar days of the disputed transaction. Refunds will be processed exclusively to the original payment method, subject to verification and compliance checks. Refunds shall not be issued for transactions involving fraudulent chargebacks, third-party errors, or violations of these Terms.

7. Intellectual Property Rights. The Platform and all associated content, including but not limited to software, algorithms, APIs, designs, trademarks, trade names, proprietary systems, and all derivative works, are and shall remain the exclusive property of A-Pay or its licensors. Users are granted a non-exclusive, revocable, limited license to access and use the Platform solely for authorized business purposes. Unauthorized reproduction, modification, distribution, reverse engineering, or other exploitation is strictly prohibited and may result in legal action.

8. Service Availability and Maintenance. A-Pay strives to maintain continuous availability of its services but does not guarantee uninterrupted access or error-free operation. Downtime may occur due to scheduled maintenance, technical upgrades, network interruptions, or events beyond A-Pay’s reasonable control including force majeure events, acts of government, or cyber incidents. Users acknowledge and accept that such interruptions may affect their access to services, and A-Pay disclaims all liability arising from such disruptions.

9. Suspension and Termination. A-Pay reserves the absolute right to suspend, restrict, or terminate User access immediately and without prior notice in circumstances including but not limited to suspected or actual violation of these Terms, legal non-compliance, fraud detection, system integrity risks, or breach of regulatory obligations. Termination may result in deactivation of User accounts and deletion of associated data subject to statutory data retention obligations.

10. Third-Party Services and Links. The Platform may provide access to, or integration with, services operated by third parties. Users acknowledge that A-Pay neither controls nor assumes responsibility for the availability, performance, or legal compliance of such external services. Use of third-party services is undertaken at the User’s sole risk and subject to separate terms and policies imposed by those providers.

11. Indemnification. Users agree to indemnify, defend, and hold harmless A-Pay, its affiliates, directors, officers, employees, agents, and representatives from any and all claims, demands, actions, liabilities, losses, damages, or expenses including reasonable legal fees arising out of or relating to User’s breach of this Agreement, misuse of the Platform, violation of applicable laws or regulations, infringement of third-party rights, or any claim brought by a third party due to User actions or omissions.

12. Notices and Communications. Notices under this Agreement shall be provided via email to the designated contact address provided by the User or via notification mechanisms within the Platform. Notices shall be deemed delivered upon transmission. Users are responsible for maintaining accurate and up-to-date contact information.

13. Limitation of Liability. To the fullest extent permitted by applicable law, A-Pay disclaims liability for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause and even if A-Pay has been advised of the possibility of such damages. Total aggregate liability for any claim or series of claims arising under this Agreement shall not exceed the total fees paid by the User during the twelve (12) months preceding the claim. Nothing herein excludes liability for fraud, gross negligence, or breach of mandatory statutory obligations.

14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the European Union and the Member State in which A-Pay maintains its principal place of business. Any disputes arising from or related to this Agreement shall be resolved exclusively before the competent courts of that jurisdiction.

15. Assignment. Users may not assign, delegate, or transfer any rights or obligations under this Agreement without prior written consent from A-Pay. A-Pay may assign its rights and obligations under this Agreement in connection with any merger, acquisition, corporate restructuring, or sale of substantially all assets.

16. Severability. If any provision of this Agreement is deemed invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.

17. Waiver. Failure by A-Pay to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other rights hereunder.

18. Entire Agreement. This Agreement, including the Privacy Policy and any incorporated guidelines or policies, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior discussions, communications, or agreements.

19. Language. This Agreement is drafted and executed in English. Any translations are provided solely for convenience and shall not affect interpretation. The English version shall prevail in case of conflict.

Effective Date. May 30, 2025