These Merchant Terms of Service (the "Terms") govern the relationship between Unlshd Ltd, a company incorporated in Cyprus under registration number HE 479997, with its registered office at 24 Ischyron, 4151 Kato Polemidia, Cyprus, trading as NeptunePay ("Unlshd", "we", "us", "our") and the merchant identified in the applicable Order Form, signed proposal, or onboarding documentation (the "Merchant", "you", "your"). Together, Unlshd and the Merchant are the "Parties" and each a "Party".
By executing an Order Form, by signing onboarding documentation, or by using any of the services described in these Terms, the Merchant agrees to be bound by these Terms. The Merchant warrants that the person executing or accepting these Terms on its behalf is authorised to do so.
1. Nature of Unlshd's Services
1.1 What Unlshd Does
Unlshd is a technology and merchant-introduction provider. The services Unlshd provides under these Terms (the "Services") are limited to:
• introducing the Merchant to one or more direct acquiring banks or scheme-registered acquirers (each, an "Acquirer") for the purpose of the Merchant entering into a merchant acquiring agreement with such Acquirer;
• providing technology, integration, configuration, and operational support, including access to a payment-orchestration platform, in connection with the routing of card-not-present and other electronic payment transactions to the Acquirer;
• providing technical reporting, dashboards, and operational tooling.
1.2 What Unlshd Does Not Do
The Services do NOT include, and Unlshd is NOT engaged in:
• the provision of payment services within the meaning of Directive (EU) 2015/2366 ("PSD2"), the Cyprus Payment Services Law of 2018 (L. 31(I)/2018), or analogous legislation in any other jurisdiction;
• the issuance of electronic money or any payment instrument;
• the holding, receipt, transmission, or settlement of any funds belonging to the Merchant, the Merchant's end-customers, or any other person;
• the provision of acquiring services, payment-facilitation services, or money-services-business activity;
• the holding of any merchant balance, rolling reserve, chargeback reserve, or settlement float;
• the bearing of card-scheme acquirer liability for the Merchant's transactions.
1.3 Acquirer Relationship
All payment processing in respect of Merchant transactions is performed by an Acquirer. Settlement of funds takes place directly between the Acquirer and the Merchant under the merchant acquiring agreement between them, to which Unlshd is not a party. The Merchant's rights and obligations in respect of payment processing, settlement, reserves, and chargebacks are set out in that merchant acquiring agreement and not in these Terms.
2. Onboarding
Use of the Services is conditional on the Merchant successfully completing Unlshd's onboarding and Know-Your-Business ("KYB") process and on the Merchant being accepted by at least one Acquirer. Unlshd may decline any prospective Merchant in its sole discretion. Acceptance by Unlshd does not guarantee acceptance by any Acquirer.
The Merchant will provide Unlshd, on a timely basis, with all information and documentation that Unlshd reasonably requires for onboarding, KYB, and ongoing-monitoring purposes, including evidence of corporate good standing, beneficial ownership, licensing, financial standing, and, where relevant, prior processing performance and references. The Merchant warrants that all such information is true, complete, and not misleading.
3. Merchant Obligations
The Merchant warrants and undertakes that, throughout the term of these Terms:
• the Merchant operates a lawful business in each jurisdiction in which it offers products or services;
• the Merchant holds, and will continue to hold in good standing, all licences, permits, and authorisations required for its activities (including, without limitation, any gambling, financial-services, or content-related licence required by the Merchant's vertical);
• the Merchant complies with all applicable laws and regulations, including those relating to consumer protection, advertising, distance selling, taxation, anti-money laundering and counter-terrorist financing, sanctions, data protection, and (where applicable) responsible gambling, suitability rules, and content compliance;
• the Merchant complies with the operating regulations of Visa, Mastercard, and any other card scheme through which transactions are routed, including all brand-protection, integrity, and high-brand-risk programme requirements;
• the Merchant does not engage, and will not engage, in any activity prohibited by Unlshd's Acceptable Use & Prohibited Businesses Policy (NP-POL-001), as amended from time to time;
• the Merchant is not, and none of its ultimate beneficial owners, directors, or senior managers is, a sanctioned person or established or resident in a comprehensively sanctioned jurisdiction;
• the Merchant's use of the Services is solely for genuine, bona fide transactions of the Merchant's own business; the Merchant will not use the Services to process transactions for any third party (including any "factoring" or "transaction laundering" arrangement) and will not declare a Merchant Category Code that does not accurately reflect its actual business;
• the Merchant maintains chargeback ratios, fraud ratios, refund ratios, and dispute-volume ratios within the thresholds set by Visa, Mastercard, the relevant Acquirer, and (where stricter) by Unlshd from time to time;
• the Merchant has and maintains its own appropriate AML, KYC, fraud-prevention, and (where applicable) responsible-gambling, suitability, and content-moderation programmes;
• the Merchant promptly notifies Unlshd of any material change in its ownership, control, business model, licensing status, financial standing, scheme registration, MATCH/TMF listing, or insolvency.
4. Fees
In consideration of the Services, the Merchant pays Unlshd the fees set out in the Order Form (the "Fees"). Fees are stated exclusive of value-added tax, withholding tax, and any other applicable taxes, which are payable in addition by the Merchant where due.
Unless the Order Form provides otherwise, Unlshd invoices the Merchant monthly in arrears, and invoices are payable within fifteen (15) days of receipt by bank transfer to the account specified in the invoice. Late payment carries interest at the rate prescribed by Cyprus statute for late payment in commercial transactions, calculated daily and compounding monthly.
Unlshd may, on at least thirty (30) days' written notice, vary the Fees. If the Merchant does not accept the variation, the Merchant may terminate these Terms with effect from the variation's effective date, by giving written notice not later than the variation's effective date.
Where any of Unlshd's Fees are funded by deduction from settlements made by an Acquirer to the Merchant, those arrangements are governed by the Acquirer's merchant acquiring agreement; Unlshd is not a party to those arrangements but the Merchant's obligation to pay the Fees to Unlshd remains.
5. Service Levels and Availability
The technology platform underlying the Services is provided to Unlshd under licence by a third-party software provider, and the availability and performance of the platform is governed by the service-level commitments of that provider. Unlshd will use reasonable endeavours to ensure that the Services are available and that defects are corrected promptly, but Unlshd does not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party outages, force majeure, and Acquirer-side or scheme-side disruptions are excluded from any availability commitment.
6. Suspension
Unlshd may, at its sole discretion and on written notice (or, where required to protect Unlshd, an Acquirer, a scheme, or a third party, with immediate effect), suspend the Services in respect of all or part of the Merchant's use, where:
• the Merchant is in breach of these Terms or of any applicable Acquirer agreement;
• Unlshd reasonably suspects fraud, financial crime, sanctions exposure, scheme rule breach, or other unlawful activity;
• the Acquirer instructs Unlshd to suspend, restrict, or terminate processing for the Merchant;
• a card scheme, regulator, or law-enforcement body requires suspension, restriction, or termination;
• the Merchant's chargeback, fraud, or refund performance breaches scheme, Acquirer, or Unlshd thresholds;
• payment of any undisputed invoice is overdue by more than fifteen (15) days.
Suspension does not relieve the Merchant of any obligation to pay accrued Fees or to comply with these Terms.
7. Term and Termination
7.1 Term
These Terms commence on acceptance and continue for the initial term set out in the Order Form, automatically renewing thereafter for successive periods of equal length unless terminated under this Section 7.
7.2 Termination for Convenience
Either Party may terminate these Terms for convenience on not less than sixty (60) days' written notice, provided that any Acquirer arrangements may have their own notice and termination requirements which apply separately.
7.3 Termination for Cause
Either Party may terminate these Terms with immediate effect on written notice if the other Party: (a) commits a material breach of these Terms and, where capable of remedy, does not remedy the breach within fifteen (15) days of written notice requiring remedy; (b) becomes insolvent, suffers the appointment of an administrator, liquidator, receiver, or similar officer, or is unable to pay its debts as they fall due.
7.4 Termination by Unlshd for Risk
Without prejudice to Section 7.3, Unlshd may terminate these Terms with immediate effect on written notice if: (a) the Merchant ceases to satisfy Unlshd's Acceptable Use & Prohibited Businesses Policy; (b) the Merchant's licensing status is materially adverse-affected; (c) the Acquirer terminates the Merchant's acquiring agreement; (d) the Merchant is added to the MATCH file, the Visa Terminated Merchant File, or any equivalent risk register; (e) the Merchant becomes a sanctioned person or its beneficial ownership materially changes such that it no longer satisfies sanctions or AML standards; (f) Unlshd determines, acting reasonably, that continued provision of the Services would expose Unlshd, an Acquirer, a scheme, or a sponsor bank to unacceptable legal, regulatory, financial-crime, scheme, or reputational risk.
7.5 Effects of Termination
On termination: (a) Unlshd ceases to provide the Services; (b) the Merchant pays all outstanding Fees and other accrued amounts; (c) each Party returns or destroys the other's confidential information in its possession, save for any copy required to be retained for legal, regulatory, financial-crime, or audit purposes; (d) sections of these Terms which by their nature survive termination (including, without limitation, those relating to confidentiality, intellectual property, liability, indemnity, data protection, and governing law) survive.
8. Confidentiality
Each Party will keep confidential the other's non-public information disclosed in the course of these Terms and use it only for purposes related to these Terms. The obligation does not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or competent authority. Each Party may disclose the other's confidential information to its directors, employees, professional advisers, partner acquirers, sub-processors, and (in the case of Unlshd) to schemes and sponsor banks, subject to equivalent confidentiality obligations.
9. Data Protection
Each Party will comply with applicable data-protection laws in respect of personal data processed in connection with these Terms. The Parties' respective roles, and the technical and organisational measures applicable to such processing, are addressed in the Data Processing Addendum (NP-POL-008), which is incorporated into these Terms by reference. Unlshd's processing of personal data of the Merchant's representatives is described in Unlshd's Privacy Policy (NP-POL-005).
10. Intellectual Property
All intellectual-property rights in the Services, in any documentation, dashboards, or tooling provided by Unlshd, and in the trade names "Unlshd" and "NeptunePay" and related logos, are owned by Unlshd or its licensors. Subject to payment of the Fees and compliance with these Terms, Unlshd grants the Merchant a non-exclusive, non-transferable, revocable licence to use the Services for the duration of these Terms and solely for the Merchant's internal business purposes. The Merchant retains its own intellectual-property rights in any data and content it provides.
11. Warranties and Disclaimers
Unlshd warrants that it will perform the Services with reasonable skill and care.
Other than as expressly set out in these Terms, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded to the maximum extent permitted by law. The Services are not warranted to be uninterrupted, error-free, fit for any specific purpose of the Merchant, or compliant with any specific regulatory, scheme, or commercial requirement of the Merchant beyond those expressly addressed in these Terms.
12. Limitation of Liability
Nothing in these Terms excludes or limits a Party's liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; (c) any other liability that cannot lawfully be excluded or limited.
Subject to the foregoing, and to the maximum extent permitted by law:
• neither Party is liable for any indirect, special, consequential, or punitive loss, or for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of opportunity, or loss or corruption of data, however arising;
• Unlshd has no liability for any loss arising from or in connection with: (i) the acts or omissions of any Acquirer, scheme, sponsor bank, or third-party service provider; (ii) settlement, chargeback, reserve, hold, or termination action taken by any Acquirer; (iii) any decision by an Acquirer or a scheme to decline, restrict, or terminate the Merchant; (iv) any business interruption, lost transactions, or commercial loss caused by suspension or termination under Section 6 or Section 7;
• Unlshd's aggregate liability arising out of or in connection with these Terms in any twelve-month period is limited to the total Fees actually paid by the Merchant to Unlshd in the twelve months preceding the event giving rise to the liability, or, if these Terms have been in force for less than twelve months, the Fees paid since commencement.
13. Indemnity
The Merchant will indemnify and hold harmless Unlshd, its directors, employees, contractors, and agents from and against any loss, cost, expense (including reasonable legal fees), claim, liability, fine, penalty, scheme assessment, or chargeback that arises from or in connection with: (a) the Merchant's breach of these Terms; (b) the Merchant's breach of any applicable law, regulation, or scheme rule; (c) the Merchant's breach of any acquiring agreement; (d) any claim by an Acquirer, scheme, or sponsor bank arising from the Merchant's acts or omissions; (e) any third-party claim arising from the Merchant's products, services, content, or marketing.
14. Anti-Bribery, Anti-Corruption, and Sanctions
Each Party warrants that it has not, and that it will not, in connection with these Terms, engage in any act or omission that would constitute a breach of any applicable anti-bribery, anti-corruption, or sanctions law, including the Cyprus Prevention of Corruption Law, the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act, and the sanctions regimes referred to in Unlshd's Sanctions Compliance Statement (NP-POL-003). Each Party will maintain reasonable controls to prevent such breaches by its personnel and contractors.
15. Notices
Notices under these Terms are given in writing and delivered: (a) by hand; (b) by reputable courier; or (c) by email to the addresses specified in the Order Form (or to such other address as a Party notifies the other in writing). A notice given by hand or courier is effective on delivery. A notice given by email is effective on transmission, save that, if sent outside business hours of the recipient, it is effective at the start of the next business day.
16. Assignment
The Merchant may not assign or transfer these Terms or any rights or obligations under them without Unlshd's prior written consent. Unlshd may assign these Terms in whole or in part to an Affiliate or in connection with a corporate transaction, on written notice to the Merchant.
17. Force Majeure
Neither Party is in breach of these Terms, nor liable for any delay or failure to perform, where such delay or failure results from any event beyond its reasonable control, including act of God, war, terrorism, civil disorder, pandemic, governmental action, scheme or Acquirer action, third-party service-provider failure, or telecommunications or internet failure. The affected Party will inform the other promptly and use reasonable endeavours to mitigate.
18. Variation
Unlshd may amend these Terms from time to time by giving the Merchant not less than thirty (30) days' written notice. The Merchant's continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms. If the Merchant does not accept an amendment, the Merchant may terminate these Terms by written notice not later than the amendment's effective date.
19. Entire Agreement
These Terms, together with the Order Form, the Data Processing Addendum, and any other document expressly incorporated, constitute the entire agreement between the Parties in respect of the Services and supersede all prior or contemporaneous agreements, statements, or representations on the same subject-matter, save in case of fraud or fraudulent misrepresentation.
20. Severance, Waiver, Counterparts
If any provision of these Terms is or becomes invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, it is deemed deleted, without affecting the validity of the remaining provisions. A failure or delay by a Party in exercising any right or remedy is not a waiver of that or any other right or remedy. These Terms may be executed in counterparts.
21. Governing Law and Jurisdiction
These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Republic of Cyprus. The courts of the Republic of Cyprus have exclusive jurisdiction over any dispute, claim, or matter (whether contractual or non-contractual) arising out of or in connection with these Terms, save that Unlshd may bring proceedings against the Merchant in any court of competent jurisdiction for the protection of its intellectual-property rights or the recovery of unpaid Fees.
