1. Purpose
This Acceptable Use and Prohibited Businesses Policy (the "Policy") sets out the categories of business activities that Unlshd Ltd, trading as NeptunePay ("Unlshd", the "Company", "we"), will and will not support through its technology and merchant introduction services. The Policy is designed to protect Unlshd, its acquirer partners, the card schemes (Visa, Mastercard, and other networks), end-customers, and the integrity of the financial system from legal, regulatory, financial, and reputational risk.
This Policy is binding on all employees, directors, contractors, agents, and partners of Unlshd. It also forms part of the contractual framework between Unlshd and any merchant introduced by Unlshd to a partner acquirer.
2. Scope
This Policy applies globally to all merchants that Unlshd evaluates, onboards, or supports, regardless of jurisdiction, vertical, transaction volume, or processing arrangement. It applies at the point of merchant evaluation, throughout the merchant relationship, and during any wind-down or termination process.
3. Role of Unlshd — What We Do and What We Do Not Do
Unlshd operates as a technology provider and merchant introducer. Specifically, Unlshd:
• provides technology, integration, configuration, and operational support to merchants and to acquiring partners;
• introduces merchants to direct acquirers licensed by Visa, Mastercard, or other card schemes, where the acquiring relationship is contracted directly between the merchant and the acquirer (or established under the acquirer's scheme registration);
• may receive a technology fee, integration fee, or referral commission from the acquirer or the merchant in return for these services.
Unlshd does NOT:
• provide payment services within the meaning of Directive (EU) 2015/2366 ("PSD2") or the Cyprus Payment Services Law of 2018 (L. 31(I)/2018);
• issue electronic money or payment instruments;
• hold, receive, transmit, or settle funds belonging to merchants or end-customers;
• act as an acquirer, payment facilitator, or money services business;
• hold any merchant balance, rolling reserve, chargeback reserve, or settlement float.
Settlement of funds takes place directly between the partner acquirer and the merchant. Unlshd is not in the funds-flow chain. This Policy is drafted on that basis. Any change to the operating model that places Unlshd in the funds-flow chain requires prior board approval, regulatory review, and an amendment to this Policy and to Unlshd's related policy framework.
4. General Acceptance Principles
Unlshd will only support merchants that meet, and continue to meet, all of the following minimum standards:
• the merchant operates a lawful business in each jurisdiction in which it offers products or services;
• the merchant holds, and maintains in good standing, all licences, permits, and authorisations required for its activities;
• the merchant has completed Unlshd's onboarding and Know-Your-Business ("KYB") process to Unlshd's satisfaction and to the satisfaction of the partner acquirer;
• the merchant complies with the operating regulations of Visa, Mastercard, and any other card scheme through which transactions are processed, including all Brand Risk Reduction Program requirements;
• the merchant's ultimate beneficial owners, directors, and key personnel pass sanctions, politically exposed person ("PEP"), and adverse-media screening at onboarding and on an ongoing basis;
• the merchant's business model, marketing, and end-customer terms are not deceptive, misleading, or designed to circumvent card scheme rules or applicable law;
• the merchant agrees to be bound by Unlshd's Merchant Terms of Service and the partner acquirer's merchant agreement.
Acceptance of any merchant is at Unlshd's sole discretion, and is also subject to acceptance by the relevant partner acquirer. Unlshd may decline any merchant for any lawful reason, with or without explanation.
5. Permitted Business Categories
Subject to the General Acceptance Principles above, satisfactory enhanced due diligence, and acquirer approval, Unlshd may support merchants engaged in the following business categories. Each category carries vertical-specific conditions in addition to the general standards.
5.1 Online Gaming and Gambling (iGaming)
Unlshd may support merchants operating online gambling, sports betting, casino, poker, lottery, bingo, and similar real-money gaming activities, where each of the following conditions is met:
• the merchant holds a valid, current, and verifiable gambling licence issued by a competent regulatory authority for each jurisdiction in which it accepts customers;
• the merchant's licence covers the specific products being offered (e.g., a sports-betting licence does not authorise casino products);
• the merchant operates effective geo-blocking and customer-jurisdiction controls to prevent acceptance of customers from prohibited or unlicensed jurisdictions, including, where applicable, the United States, jurisdictions where online gambling is unlawful, and jurisdictions in which the merchant is not licensed;
• the merchant operates documented responsible-gambling controls, including self-exclusion, deposit limits, age verification, and links to player-protection resources, in line with the requirements of its licensing jurisdiction;
• the merchant is registered (or its acquirer is registered on the merchant's behalf) with Visa and Mastercard for the relevant Merchant Category Code (typically MCC 7995), and complies with all scheme high-brand-risk programme conditions;
• the merchant maintains chargeback ratios and fraud ratios within scheme thresholds and within any tighter thresholds imposed by the partner acquirer.
Unlshd will not support: unlicensed gambling operators; "grey market" operators in jurisdictions where their licensing status is contested; skill-game or sweepstakes operators that depend on regulatory ambiguity; or operators of any product that has been banned by the relevant national regulator.
5.2 Foreign Exchange, Contracts for Difference, and Margin Trading
Unlshd may support merchants operating regulated foreign exchange, contracts for difference ("CFD"), spread-betting, and similar margin-trading platforms, where each of the following conditions is met:
• the merchant holds a valid, current, and verifiable financial-services licence from a competent regulatory authority (for example CySEC, FCA, ASIC, FSCA, BaFin, FINMA, or another recognised regulator);
• the merchant complies with all applicable retail-client protection rules in the jurisdictions in which it operates, including leverage caps, negative-balance protection, risk warnings, and product-intervention measures (such as, in the European Economic Area, ESMA leverage and marketing restrictions);
• the merchant does not solicit retail customers in jurisdictions where it is not licensed to do so;
• the merchant's marketing and customer communications are fair, clear, and not misleading, and do not promise guaranteed returns or downplay loss risk;
• the merchant operates effective customer-jurisdiction controls, including, where applicable, exclusion of United States residents from products that are not Commodity Futures Trading Commission–compliant.
Unlshd will not support: binary options merchants offering products to retail customers within jurisdictions in which such offerings are prohibited (including the European Economic Area under ESMA Decision (EU) 2018/795 and successor measures); unregulated or "offshore licence only" forex/CFD merchants soliciting retail customers in regulated markets; merchants engaged in pyramid, multi-level, or "copy-trading" arrangements that constitute unlicensed collective investment schemes.
5.3 Adult Content and Adult Services
Unlshd may support merchants providing lawful adult digital content (including subscription video, photo, and live-stream platforms) and adult-oriented dating services, where each of the following conditions is met:
• the merchant's content and services are lawful in every jurisdiction in which they are offered;
• the merchant operates documented age-verification controls at the point of access, of a standard accepted by the partner acquirer and, where applicable, by national regulators (for example the Online Safety Act 2023 in the United Kingdom or comparable measures in other jurisdictions);
• the merchant operates documented age-verification, identity-verification, and consent-recording controls in respect of every performer or content contributor, with retained records compliant with 18 U.S.C. § 2257 (where applicable) or local equivalents;
• the merchant operates a documented and demonstrably effective content moderation programme, including pre-publication and post-publication review, takedown response within a defined service level, and proactive scanning for prohibited content;
• the merchant is, or its acquirer is, registered with Visa as an Internet Payment Service Provider ("IPSP") under the Visa Integrity Risk Program (or successor programme) and with Mastercard under the Specialty Merchant Registration programme (or successor programme), where required for the merchant's MCC.
Unlshd will not, under any circumstances, support content depicting or appearing to depict: minors; non-consenting persons; sexual violence; bestiality; incest; trafficked persons; or any content that is unlawful in the merchant's jurisdiction or in any major card-scheme territory. Any allegation, indicator, or report of child sexual abuse material is treated as a zero-tolerance event and will result in immediate suspension and reporting to the appropriate authorities and to the partner acquirer.
5.4 Other Lawful Business-to-Consumer and Business-to-Business Activities
Unlshd may support merchants in other lawful business categories, subject to the General Acceptance Principles and to acquirer approval. Categories include, without limitation: software-as-a-service, digital subscriptions, e-commerce, professional services, education, and travel. Each merchant is assessed on its own facts.
6. Prohibited Businesses
Unlshd will not, in any circumstance, onboard, support, or knowingly continue to support merchants engaged in any of the following activities. The list is non-exhaustive; Unlshd may at any time add to it. Where a merchant's activities partly fall within a prohibited category, the entire merchant relationship is prohibited unless the merchant ring-fences and demonstrably ceases the prohibited activity.
6.1 Activities prohibited absolutely
• any content depicting minors in a sexual or sexualised context, regardless of jurisdiction;
• non-consensual intimate imagery (so-called "revenge pornography" and similar);
• content depicting sexual violence, trafficking, or coercion;
• terrorism financing, support for designated terrorist organisations, or violent extremism;
• human trafficking, modern slavery, forced labour, or commercial sexual exploitation;
• the manufacture, sale, or distribution of weapons, ammunition, or weapon components in breach of applicable law;
• the manufacture, sale, or distribution of controlled drugs in breach of applicable law;
• the sale of counterfeit, pirated, or unauthorised intellectual-property goods;
• any activity that is, on its face, criminal in the merchant's jurisdiction or in the European Union.
6.2 Activities prohibited under card scheme rules
• any merchant whose primary business is on a Visa or Mastercard prohibited-merchant list (including but not limited to "factoring" or "transaction laundering" merchants);
• merchants under MATCH (Mastercard Alert to Control High-Risk Merchants) or Visa Terminated Merchant File ("TMF") listing, except where the partner acquirer has expressly accepted the listing on a documented basis;
• merchants whose business model relies on processing transactions through Merchant Category Codes that do not accurately reflect their actual business ("transaction laundering" or "miscoding");
• merchants offering products or services that the relevant card scheme has prohibited or that require registrations the merchant does not hold.
6.3 Financial-services and money-handling activities Unlshd will not support
• unlicensed money-services businesses, money-transmitter services, or remittance providers;
• unlicensed virtual-asset services (cryptocurrency exchanges, custody, on-/off-ramp services) — Unlshd may at its discretion support licensed virtual-asset service providers in a future phase, subject to a separate policy;
• unlicensed banking, lending, or deposit-taking activities;
• unlicensed securities offerings, initial coin offerings, or investment schemes;
• debt-collection services targeting consumers in jurisdictions where the merchant is not licensed;
• payday lending, high-cost short-term consumer credit, or similar products in jurisdictions where they are subject to specific licensing or rate-cap regimes that the merchant has not satisfied.
6.4 Other prohibited activities
• multi-level marketing, pyramid, Ponzi, or "matrix" schemes;
• "get-rich-quick", "wealth manifestation", or similar schemes promising guaranteed financial returns;
• unregulated nutraceuticals, "miracle cures", or health products making unsupported medical claims;
• unlicensed pharmacies and the sale of prescription medicines without prescription;
• tobacco, e-cigarette, and vaping products in jurisdictions where the merchant is not licensed for direct-to-consumer sale;
• escort services, in-person sexual services, and any service that constitutes prostitution under the laws of the merchant's jurisdiction or the customer's jurisdiction;
• extreme political content, hate speech, or content prohibited by Visa or Mastercard "brand integrity" rules;
• shell-company structures, nominee arrangements, or beneficial-ownership structures designed to obscure the true controllers of the merchant;
• any merchant that refuses to provide, or is unable to evidence, the documentation required by Unlshd's onboarding or ongoing-monitoring procedures.
7. Restricted Jurisdictions
Unlshd will not onboard merchants established in, or substantially operating from, jurisdictions that are:
• subject to comprehensive sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States Office of Foreign Assets Control, or any other regime applicable to Unlshd or its partner acquirers;
• listed by the Financial Action Task Force as "high-risk jurisdictions subject to a call for action";
• listed in Annex I of the European Union list of non-cooperative jurisdictions for tax purposes, save where the merchant demonstrates substantive economic activity and the partner acquirer has approved the relationship;
• any other jurisdiction designated as restricted by the partner acquirer or by Unlshd's board from time to time.
A current Restricted Jurisdictions list is maintained by the Compliance Function and is available on internal request.
8. Enhanced Due Diligence and Conditional Acceptance
Merchants in any of the categories described in Section 5, and any other merchant that Unlshd or its partner acquirer assesses as carrying elevated risk, are subject to Enhanced Due Diligence ("EDD"). EDD requirements are set out in Unlshd's Merchant Onboarding and KYB Procedure and include, as applicable:
• verification of all licences and authorisations directly with the issuing authority, where possible;
• verification of the merchant's ultimate beneficial owners and source of funds;
• review of the merchant's website, terms of service, marketing, refund policy, and customer-service arrangements;
• review of the merchant's historical chargeback and fraud performance, including, where available, prior processor statements;
• review of the merchant's AML, KYC, and (where applicable) responsible-gambling, suitability, or content-moderation programmes;
• site visits, video diligence calls, or independent third-party reports, where appropriate;
• contractual undertakings as to ongoing compliance, with audit rights for Unlshd or the partner acquirer.
Acceptance of an EDD merchant may be conditional, including but not limited to: lower transaction or volume caps; chargeback ratio undertakings tighter than scheme thresholds; staged ramp-up of processing volume; reserves held by the acquirer (note: Unlshd itself does not hold reserves); enhanced ongoing monitoring; or specific reporting obligations.
9. Acquirer Compatibility
Each partner acquirer maintains its own merchant-acceptance criteria, registration requirements, and risk appetite. Acceptance under this Policy does not imply acceptance by any particular acquirer. Unlshd will not "shop" a merchant declined by one acquirer to another acquirer without disclosing the prior decline, and will not knowingly route a merchant's transactions through an acquirer that has not approved the merchant.
10. Ongoing Monitoring and Suspension
Merchants supported by Unlshd are subject to ongoing monitoring, including periodic review of licence status, chargeback and fraud performance, sanctions and adverse-media screening, and any partner-acquirer or scheme alerts. Unlshd may, at its sole discretion and without notice where appropriate:
• suspend technical support and routing for any merchant that ceases to satisfy this Policy;
• require corrective action within a defined remediation period;
• escalate to the partner acquirer for further action, including reserve increases, processing holds, or termination;
• terminate the merchant relationship and cooperate with the partner acquirer in offboarding, MATCH/TMF listing where appropriate, and notification to the relevant card scheme.
Unlshd will preserve relevant records and cooperate with regulators, scheme inquiries, law-enforcement requests, and partner-acquirer audits in respect of any suspended or terminated merchant, in line with applicable law and Unlshd's data-retention obligations.
11. Reporting Concerns
Any employee, contractor, or partner who suspects that a merchant or prospective merchant is engaged in activity inconsistent with this Policy must report the concern immediately to the Compliance Function at [compliance@neptunepay.io]. Reports may be made on a confidential basis. Unlshd does not tolerate retaliation against any person making a report in good faith.
12. Governance, Review and Amendment
This Policy is owned by the Compliance Function and approved by the Board of Directors of Unlshd Ltd. It is reviewed at least annually and on the occurrence of any material change in business activity, regulatory environment, or partner-acquirer requirements. Amendments take effect on Board approval. The current version is published internally and shared with partner acquirers on request.
13. Related Documents
This Policy should be read together with:
• Anti-Money Laundering and Counter-Terrorist Financing Policy .
• Sanctions Compliance Statement .
• Risk Management Framework .
• Merchant Onboarding and KYB Procedure .
• Chargeback Management Procedure .
• iGaming Merchant Acceptance Standard .
• Forex/CFD Merchant Acceptance Standard .
• Adult Content Merchant Acceptance Standard .
• Merchant Terms of Service .
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