NeroPAY Services Terms

Article 1: Definitions and Interpretations

(1.1) “Services” means the payment processing services provided by NeroPAY.app, including but not limited to API Payments, Invoice Payments, SMS Payments, Payment Links, Email Payments, Online Payments, In-Person Payments, and Card Terminal Payments.

(1.2) “Client” refers to any individual or entity that registers for and uses the Services provided by NeroPAY.

(1.3) “Agreement” means this Services Agreement, including all schedules, attachments, and any amendments hereto, and shall govern the Client’s use of the Services.

(1.4) “Fees” means all charges, commissions, subscription fees, transaction fees, and any other amounts payable by the Client in connection with the use of the Services.

(1.5) “Confidential Information” means any non-public information disclosed by either party to the other, including but not limited to business plans, technical data, trade secrets, financial information, and other proprietary information.

(1.6) “Effective Date” means the date on which the Client accepts this Agreement or the first date the Services are used, whichever occurs earlier.

(1.7) “Third-Party Services” refers to any products, software, or services provided by vendors other than NeroPAY which may be integrated with or used in conjunction with the Services.

(1.8) “User” means any individual authorized by the Client to access or use the Services.

(1.9) “License” refers to the limited, non-exclusive, non-transferable rights granted to the Client to access and use the Services strictly in accordance with this Agreement.

(1.10) “Documentation” means all technical, user, and support documentation provided by NeroPAY relating to the Services.

Article 2: Use of Services and Client Obligations

(2.1) The Client agrees to use the Services solely for lawful business purposes and in strict compliance with all applicable laws, regulations, and industry standards.

(2.2) The Client shall ensure that all information provided during registration and thereafter is accurate, complete, and current.

(2.3) The Client is solely responsible for maintaining the confidentiality and security of its login credentials, access tokens, and any other security-related information.

(2.4) The Client shall immediately notify NeroPAY at support@neropay.app of any unauthorized access to or use of its account, or any other breach of security.

(2.5) The Client shall use the Services strictly in accordance with the technical specifications and guidelines provided in the Documentation.

(2.6) The Client shall not allow any third party to access the Services using its credentials or in any manner that violates the terms of this Agreement.

(2.7) The Client shall implement and maintain appropriate security measures on its systems and networks to protect against unauthorized access, data breaches, or other security incidents.

(2.8) The Client shall comply with all instructions, policies, and procedures issued by NeroPAY from time to time in connection with the use of the Services.

(2.9) The Client acknowledges that failure to adhere to its obligations under this Article may result in suspension or termination of the Services.

(2.10) The Client further agrees that any use of the Services that may cause damage to NeroPAY’s reputation, business, or operations is strictly prohibited.

Article 3: Fees and Payment Terms

(3.1) The Client agrees to pay all applicable Fees for the use of the Services as set forth in the Fee Schedule, which may be updated by NeroPAY from time to time upon notice.

(3.2) Fees may include fixed subscription charges, per-transaction fees, usage-based fees, and any additional charges as agreed upon in writing by the parties.

(3.3) Invoices shall be issued on a monthly basis unless otherwise agreed, and payment is due within thirty (30) days from the date of invoice.

(3.4) Late payments shall accrue interest at a rate of 1.5% per month or at the highest rate permitted by law, whichever is lower.

(3.5) NeroPAY reserves the right to suspend or terminate the Client’s access to the Services if any invoice remains unpaid beyond the specified period.

(3.6) Any modifications to the Fee Schedule will be communicated to the Client at least thirty (30) days prior to the change taking effect.

(3.7) The Client shall be responsible for any additional costs such as currency conversion fees, local taxes, or government levies imposed in connection with the Services.

(3.8) All Fees are exclusive of applicable taxes unless explicitly stated otherwise, and the Client is responsible for paying such taxes.

(3.9) In the event of any dispute regarding an invoice, the Client must notify NeroPAY in writing within fifteen (15) days of the invoice date, after which the invoice shall be deemed accepted.

(3.10) Failure by the Client to timely pay the Fees shall constitute a material breach of this Agreement, giving NeroPAY the right to seek remedies including suspension of Services.

Article 4: Account Security and Confidentiality

(4.1) The Client is responsible for maintaining the confidentiality of its account credentials, passwords, and any security tokens provided by NeroPAY.

(4.2) The Client shall immediately inform NeroPAY of any loss, theft, or unauthorized disclosure of its credentials or any suspected breach of security.

(4.3) The Client agrees to implement and maintain sufficient security measures to prevent unauthorized access to its systems and the data transmitted via the Services.

(4.4) NeroPAY shall not be liable for any losses or damages resulting from the Client’s failure to secure its account or credentials.

(4.5) All communications and data exchanges between the Client and NeroPAY shall be encrypted using industry-standard protocols.

(4.6) The Client shall restrict access to Confidential Information to its employees or agents who need such access for the purpose of performing their duties under this Agreement.

(4.7) The confidentiality obligations under this Article shall survive termination of this Agreement for a period of five (5) years.

(4.8) The Client shall not disclose any Confidential Information to any third party without the prior written consent of NeroPAY.

(4.9) The Client agrees that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to NeroPAY, entitling NeroPAY to seek injunctive relief in addition to any other available remedies.

(4.10) All proprietary notices and legends on the Services and Documentation must remain intact and unaltered by the Client.

Article 5: Intellectual Property Rights

(5.1) All intellectual property rights in and to the Services, including software, Documentation, logos, and trademarks, are the exclusive property of NeroPAY or its licensors.

(5.2) NeroPAY hereby grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for its internal business operations and in accordance with the terms of this Agreement.

(5.3) The Client shall not copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of any part of the Services.

(5.4) The Client shall not remove, alter, or obscure any copyright or other proprietary notices contained in or on the Services or any copies thereof.

(5.5) Any enhancements, modifications, or derivative works made by the Client with respect to the Services shall be the sole property of NeroPAY.

(5.6) The Client agrees not to use NeroPAY’s intellectual property, including logos and trademarks, in any advertising, marketing, or other public materials without NeroPAY’s prior written consent.

(5.7) Any unauthorized use of NeroPAY’s intellectual property shall be deemed a material breach of this Agreement, and NeroPAY reserves all rights to seek appropriate legal remedies.

(5.8) Upon termination of this Agreement, all rights and licenses granted herein shall immediately terminate, and the Client shall cease all use of the Services and any related intellectual property.

Article 6: Data Protection and Security Measures

(6.1) NeroPAY shall implement and maintain appropriate technical and organizational measures designed to protect Client data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

(6.2) The Client agrees to comply with all applicable data protection laws and regulations in connection with its use of the Services.

(6.3) All data transmitted through the Services shall be encrypted both in transit and at rest using industry-standard security protocols.

(6.4) While NeroPAY undertakes reasonable measures to secure Client data, the Client acknowledges that no method of electronic transmission is entirely secure and agrees that NeroPAY shall not be held liable for any breaches beyond its control.

(6.5) The Client consents to the collection, use, and processing of its data as described in NeroPAY’s Privacy Policy, which is hereby incorporated by reference into this Agreement.

(6.6) The Client shall not store or transmit any data via the Services that is illegal, harmful, or in violation of any regulatory requirement.

(6.7) NeroPAY will conduct periodic security audits and vulnerability assessments to ensure the continued integrity of the Services.

(6.8) In the event of a data breach affecting the Client’s data, NeroPAY shall promptly investigate and notify the Client in accordance with applicable law.

Article 7: Service Availability, Maintenance, and Modifications

(7.1) NeroPAY shall use commercially reasonable efforts to ensure that the Services are available on a 24/7 basis, subject to scheduled maintenance and circumstances beyond NeroPAY’s control.

(7.2) The Client acknowledges that temporary interruptions or delays in the Services may occur due to routine maintenance, upgrades, or unforeseen technical issues.

(7.3) NeroPAY reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without incurring any liability to the Client.

(7.4) When possible, NeroPAY will provide advance notice of any scheduled maintenance that may affect the availability of the Services.

(7.5) The Client agrees that NeroPAY shall not be liable for any losses, damages, or inconveniences arising from Service interruptions or unavailability.

(7.6) Any material modifications to the Services that affect their functionality or performance will be communicated in writing to the Client.

(7.7) The Client is responsible for ensuring that its systems and software are compatible with any updates or changes to the Services.

(7.8) NeroPAY shall not be responsible for any incompatibility issues or damages resulting from the Client’s failure to update its own systems in accordance with the latest technical requirements.

Article 8: Prohibited Uses and Compliance

(8.1) The Client shall not use the Services to engage in any activity that is fraudulent, illegal, or otherwise unauthorized under applicable law.

(8.2) The Client is strictly prohibited from using the Services to transmit, store, or distribute any content that is harmful, defamatory, obscene, or otherwise objectionable.

(8.3) The Client shall not exploit the Services in any manner that could damage, disable, or impair NeroPAY’s infrastructure, operations, or reputation.

(8.4) The Client agrees to comply with all applicable anti-money laundering, counter-terrorism, and financial regulatory requirements when using the Services.

(8.5) The Client shall not process transactions that involve high-risk activities or goods as determined by NeroPAY in its sole discretion.

(8.6) The Client is prohibited from using the Services for any form of unsolicited or spam marketing communications.

(8.7) Any use of the Services in violation of these prohibited uses shall be deemed a material breach of this Agreement and may result in immediate suspension or termination of the Client’s account.

(8.8) NeroPAY reserves the right to monitor and audit all transactions processed via the Services to ensure adherence to these terms.

(8.9) The Client shall cooperate fully with NeroPAY in any investigation or audit relating to prohibited activities.

(8.10) Repeated or egregious violations of this Article may result in legal action and indemnification obligations as set forth herein.

Article 9: Transaction Processing and Monitoring

(9.1) The Client authorizes NeroPAY to process all payment transactions initiated via the Services in real time and in accordance with this Agreement.

(9.2) NeroPAY shall employ automated monitoring systems to detect, prevent, and report any fraudulent or suspicious transactions.

(9.3) The Client agrees that all transaction data, including logs and audit trails, may be collected and stored by NeroPAY for compliance, audit, and risk management purposes.

(9.4) NeroPAY reserves the right to suspend, reverse, or otherwise take remedial action on any transaction deemed suspicious or non-compliant.

(9.5) The Client shall promptly notify NeroPAY of any discrepancies, unauthorized transactions, or other issues relating to payment processing.

(9.6) Detailed transaction reports shall be provided to the Client upon request and in accordance with NeroPAY’s reporting policies.

(9.7) The Client acknowledges that factors beyond NeroPAY’s control, including network delays or external system issues, may affect transaction processing times.

(9.8) Any disputes regarding transactions shall be resolved in accordance with the dispute resolution provisions of this Agreement.

Article 10: Risk Management and Client Responsibilities

(10.1) The Client acknowledges and accepts the inherent risks associated with electronic payment processing and agrees to implement appropriate internal controls and risk management measures.

(10.2) The Client shall maintain comprehensive records of all transactions, communications, and related documentation for a minimum period as required by applicable law.

(10.3) NeroPAY shall not be held liable for any losses incurred due to factors outside its control, including network failures, cyber-attacks, or data breaches.

(10.4) The Client agrees to conduct periodic internal audits to verify its compliance with this Agreement and applicable regulations.

(10.5) In the event that the Client’s risk profile is determined to be high, NeroPAY reserves the right to require additional security measures or documentation.

(10.6) The Client shall cooperate fully with NeroPAY in any risk management review, audit, or investigation.

(10.7) Failure to implement or maintain adequate risk management procedures shall be deemed a material breach of this Agreement.

(10.8) The Client shall indemnify NeroPAY for any claims or losses arising from its failure to manage risks appropriately.

Article 11: Dispute Resolution and Arbitration

(11.1) Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be resolved amicably through good faith negotiations between the parties.

(11.2) If a resolution cannot be reached through negotiation, the dispute shall be submitted to binding arbitration under the rules of arbitration in force in the United Kingdom.

(11.3) The arbitration proceedings shall be conducted in English and held at a location mutually agreed upon by the parties.

(11.4) Each party shall bear its own costs associated with the arbitration, except as otherwise determined by the arbitrator.

(11.5) The decision of the arbitrator shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction.

(11.6) Notwithstanding the arbitration process, either party may seek interim or injunctive relief in a court of competent jurisdiction to protect its rights or property.

(11.7) The Client agrees to continue performing its obligations under this Agreement pending final resolution of any dispute.

(11.8) All proceedings under this Article shall be conducted confidentially and in strict accordance with the applicable arbitration rules.

Article 12: Limitation of Liability

(12.1) NeroPAY’s total liability to the Client under this Agreement for any claim shall not exceed the total Fees paid by the Client in the twelve (12) months preceding the date of the claim.

(12.2) In no event shall NeroPAY be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits, even if advised of the possibility of such damages.

(12.3) NeroPAY shall not be responsible for any loss or damage resulting from delays, interruptions, or failures in the Services that are beyond its reasonable control.

(12.4) The limitations of liability contained herein shall apply regardless of the legal theory under which any claim is brought, including breach of contract, negligence, or otherwise.

(12.5) The Client agrees that the limitations set forth in this Article form an essential basis of the bargain between the parties.

(12.6) Any claims for damages must be made in writing and within one (1) year from the occurrence of the incident giving rise to the claim.

(12.7) Nothing in this Agreement shall limit NeroPAY’s liability for damages arising from its gross negligence or willful misconduct.

(12.8) The Client acknowledges and accepts the risk of using the Services and agrees that the limitations of liability herein are fair and reasonable.

Article 13: Indemnification

(13.1) The Client agrees to indemnify, defend, and hold harmless NeroPAY, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s use of the Services.

(13.2) The Client shall indemnify NeroPAY for any claims arising from its breach of this Agreement or its violation of any applicable law or regulation.

(13.3) NeroPAY shall have the right, at its sole discretion and expense, to assume the exclusive defense and control of any claim for which indemnification is sought.

(13.4) The Client agrees to cooperate fully with NeroPAY in the defense of any such claim and to provide all information and assistance reasonably requested.

(13.5) The indemnification obligations set forth in this Article shall survive the termination or expiration of this Agreement.

(13.6) Failure by the Client to fulfill its indemnification obligations shall constitute a material breach of this Agreement.

(13.7) Indemnification under this Article shall not apply to any claims arising solely from the gross negligence or willful misconduct of NeroPAY.

(13.8) The Client’s indemnification obligations shall include all costs, damages, and legal expenses incurred by NeroPAY in connection with any claim.

Article 14: Term and Termination

(14.1) This Agreement shall commence on the Effective Date and continue in full force until terminated by either party in accordance with the provisions herein.

(14.2) Either party may terminate this Agreement for any reason upon providing the other party with thirty (30) days’ prior written notice.

(14.3) NeroPAY may immediately terminate this Agreement if the Client breaches any material term and fails to cure such breach within fifteen (15) days after written notice.

(14.4) Upon termination, the Client shall immediately cease using the Services and pay all outstanding Fees and charges accrued prior to termination.

(14.5) Termination of this Agreement shall not affect any rights or obligations accrued prior to the termination date.

(14.6) The Client shall receive reasonable transition assistance from NeroPAY upon termination, subject to additional fees as may be agreed in writing.

(14.7) All licenses, rights, and permissions granted to the Client under this Agreement shall immediately terminate upon its termination.

(14.8) The provisions of Articles 4, 5, 6, 11, 12, and 13 shall survive the termination or expiration of this Agreement.

Article 15: Force Majeure

(15.1) Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control.

(15.2) Force majeure events include, but are not limited to, natural disasters, acts of government, war, terrorism, labor disputes, and any other events which render performance commercially impracticable.

(15.3) The party affected by a force majeure event shall promptly notify the other party in writing of the occurrence and expected duration of the event.

(15.4) The obligations of the affected party shall be suspended for the duration of the force majeure event, and the time for performance shall be extended accordingly.

(15.5) If a force majeure event persists for more than thirty (30) consecutive days, either party may terminate this Agreement without penalty.

Article 16: Governing Law and Jurisdiction

(16.1) This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

(16.2) The parties irrevocably submit to the exclusive jurisdiction of the courts of the United Kingdom for the resolution of any disputes arising out of or in connection with this Agreement.

(16.3) The Client waives any objections to venue in the United Kingdom and agrees not to assert any claims of inconvenient forum.

(16.4) Any legal action or proceeding arising under or in connection with this Agreement shall be brought solely in the designated courts, and the prevailing party shall be entitled to recover its legal fees and costs.

(16.5) The provisions of this Article shall survive the termination or expiration of this Agreement.

Article 17: Notices and Communications

(17.1) All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing.

(17.2) Notices to NeroPAY shall be sent to support@neropay.app and those to the Client shall be sent to the address provided during registration.

(17.3) Notices delivered by email, courier, or registered mail shall be deemed effective upon receipt by the intended recipient.

(17.4) The Client agrees to promptly notify NeroPAY of any change in its contact details to ensure uninterrupted communications.

(17.5) All communications under this Article shall be conducted in English.

Article 18: Amendments and Modifications

(18.1) NeroPAY reserves the right to amend or modify this Agreement at any time by providing the Client with written notice at least thirty (30) days prior to the effective date of the amendment.

(18.2) Any amendments or modifications shall become an integral part of this Agreement upon the expiration of the notice period, unless the Client objects in writing within such period.

(18.3) The Client’s continued use of the Services after the effective date of any amendment constitutes acceptance of the modified terms.

(18.4) No amendment to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

(18.5) All changes to this Agreement shall be incorporated by reference and shall supersede any prior versions.

Article 19: Assignment and Transfer

(19.1) The Client shall not assign, subcontract, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of NeroPAY.

(19.2) NeroPAY may assign or transfer this Agreement, in whole or in part, to any successor entity or affiliate without notice to the Client.

(19.3) Any attempted assignment or transfer by the Client in violation of this Article shall be null and void.

(19.4) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties.

(19.5) The Client agrees that it shall not sub-license or otherwise permit any third party to use the Services under its account without NeroPAY’s express written approval.

Article 20: Audit Rights and Record Keeping

(20.1) NeroPAY reserves the right to audit the Client’s use of the Services at any time to ensure compliance with this Agreement and applicable laws.

(20.2) The Client shall maintain accurate and complete records of all transactions, communications, and data exchanged via the Services for a minimum period of seven (7) years.

(20.3) Upon request, the Client shall provide NeroPAY with access to its records and any relevant information needed to verify compliance with this Agreement.

(20.4) The Client agrees to cooperate fully with any audit or inspection conducted by NeroPAY or its designated agents.

(20.5) Failure to maintain or provide accurate records may result in the suspension or termination of the Services.

(20.6) NeroPAY reserves the right to impose additional record-keeping requirements if deemed necessary for compliance purposes.

(20.7) All records and audit logs shall be maintained in a secure manner to prevent unauthorized access.

(20.8) The audit rights provided herein shall survive the termination or expiration of this Agreement.

Article 21: Third-Party Integrations and Software

(21.1) The Client may integrate third-party software and services with the Services at its own risk and expense.

(21.2) The Client is responsible for ensuring that any third-party integrations comply with all applicable laws and do not compromise the security or performance of the Services.

(21.3) NeroPAY shall not be liable for any issues, interruptions, or security breaches arising from the use of third-party software or services.

(21.4) Any integration with third-party services must be documented and, if requested, approved by NeroPAY prior to implementation.

(21.5) The Client shall ensure that third-party software is kept up-to-date and is compatible with the Services.

(21.6) NeroPAY reserves the right to disable or restrict any third-party integration that poses a risk to the integrity of the Services.

(21.7) The Client agrees to indemnify NeroPAY against any claims or losses arising from its use of third-party integrations.

(21.8) All obligations under this Article shall survive the termination of this Agreement.

Article 22: Marketing, Branding, and Publicity

(22.1) The Client shall not use NeroPAY’s name, logo, trademarks, or any other branding elements in any marketing, promotional, or publicity materials without obtaining prior written consent from NeroPAY.

(22.2) Any permitted use of NeroPAY’s branding must strictly adhere to the branding guidelines provided by NeroPAY.

(22.3) The Client agrees not to imply any endorsement, sponsorship, or affiliation with NeroPAY in its marketing communications without explicit written approval.

(22.4) NeroPAY reserves the right to review and approve any marketing materials that reference its Services.

(22.5) Unauthorized use of NeroPAY’s intellectual property for marketing or publicity purposes shall be considered a material breach of this Agreement.

Article 23: Compliance with Laws and Regulations

(23.1) The Client agrees to comply with all applicable local, national, and international laws, regulations, and guidelines in connection with its use of the Services.

(23.2) The Client shall adhere to all financial, anti-money laundering, counter-terrorism, and data protection regulations that apply to its business and the processing of payments.

(23.3) Non-compliance with any applicable law or regulation shall be considered a material breach of this Agreement.

(23.4) NeroPAY reserves the right to suspend or terminate the Services if the Client is found to be in violation of any legal or regulatory requirements.

(23.5) The Client shall indemnify and hold NeroPAY harmless for any fines, penalties, or legal costs incurred due to the Client’s non-compliance.

(23.6) The Client agrees to undergo periodic compliance reviews as requested by NeroPAY.

(23.7) Any changes in applicable laws or regulations affecting the Services will be promptly communicated to the Client.

(23.8) The obligations set forth in this Article shall survive termination of this Agreement.

Article 24: Data Retention and Backup

(24.1) NeroPAY shall retain Client data for as long as is necessary to provide the Services and in accordance with applicable legal and regulatory requirements.

(24.2) The Client is solely responsible for maintaining its own backup copies of all data transmitted or stored through the Services.

(24.3) NeroPAY will perform periodic backups for internal operational purposes; however, such backups are provided on an “as is” basis and do not constitute a guarantee of data recovery.

(24.4) The Client agrees to comply with any data retention policies or procedures communicated by NeroPAY from time to time.

(24.5) Upon termination of this Agreement, the retention and deletion of Client data shall be handled in accordance with NeroPAY’s data retention policy.

Article 25: Miscellaneous Provisions

(25.1) This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter herein.

(25.2) No waiver of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any other provision unless expressly provided in writing.

(25.3) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(25.4) The failure of either party to enforce any right or provision of this Agreement shall not be construed as a waiver of such right or provision.

(25.5) This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(25.6) Electronic signatures and other electronic means of execution shall be deemed valid and binding for the purposes of executing this Agreement.

(25.7) The Client acknowledges that it has read, understood, and agrees to be bound by all of the terms and conditions set forth in this Agreement.

(25.8) All provisions of this Agreement are intended to protect the interests of NeroPAY. Any breach by the Client may result in immediate termination of the Services and the pursuit of all available legal remedies.