UPay‘s Terms & Conditions for Cashier & Remittance Services

Terms & Conditions for Cashier & Remittance Services

Last Updated:  10 SEP 2026

UPay Technology Ltd (the "Service Entity" or "UPay") is incorporated in the United States of America. The Service Entity is the sole contracting party and provider of the Cashier & Remittance Services under these Terms. The "UPay" brand may be used under licence, but no affiliate becomes a party merely by providing technology or operational support.

These Terms and Conditions ("Terms") govern your use of the Cashier & Remittance Services (as defined below) provided by the Service Entity ("UPay", "we", "us", or "our").

These Terms, together with the applicable Merchant Agreement, Merchant Fee Schedule, Privacy Policy, Risk Disclosure Statement and any other terms expressly incorporated by reference (collectively, the "Agreement"), form the legally binding agreement between you and the Service Entity for the Cashier & Remittance Services. General terms of another UPay group entity apply only if expressly incorporated in writing. In case of inconsistency: (i) the Merchant Agreement prevails; (ii) the Merchant Fee Schedule prevails for fees; (iii) these Terms; and (iv) incorporated policies.

1. General Terms

By creating a merchant account with us and using our Services (as defined in Clause 3), you acknowledge and agree that you have read, understood, and accepted all terms and conditions outlined in the Agreement. If you do not agree with any provisions of the Agreement, you must refrain from registering a merchant account with us or accessing our Services. Please note that accepting the Agreement does not automatically grant you the right to create a merchant account or access our Services.

We reserve the right to modify the Agreement at our discretion and at any time. Any amendments will take effect immediately upon being published on our Site. It is your responsibility to regularly check the website for updates. By continuing to use or access the website, your account, and/or our Services, you are indicating your acceptance of these amendments. If you do not agree to the amended Agreement, you must discontinue using the Site, your account, and/or our Services.

We cannot guarantee the security of any information transmitted to or from you through the Site, nor can we ensure that there will be no delays, interruptions, or interceptions in data transmission. You acknowledge the risk that unauthorized third parties may access any information transmitted through the Site, and that internet transactions may be subject to disruptions, transmission failures, delays due to internet traffic, or inaccuracies due to the public nature of the Internet. Regardless of any security measures we implement, we assume no liability for any losses or expenses incurred as a result of such delays, interruptions, or interceptions.

Any information, opinion, materials, projection, view, or estimate presented via the Site is made available by us for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, accuracy, timeliness, commercial value, completeness, adequacy, and reliability of the materials, information, view, opinion, projection or estimate provided in the Site.

2. Risk Disclosures

You should be aware that when using our Services and the Site you are exposed to certain risks. Services offered by us include services and products related to Digital Assets, currency exchange, payment processing, and remittance. Such Services carry a high degree of risk and may not be suitable for every person. Therefore, you should also be aware that accepting Digital Assets as payment, converting Digital Assets to Fiat Currency, and holding or transferring such assets involves significant risks and the losses can be substantial.

Please refer to the Risk Disclosure Statement for a non-exhaustive summary of risks associated with the Services provided by or through us. You should carefully consider and assess whether using our Services is suitable for you and make prudent decisions based on your own financial circumstances and tolerance to risks.

By accepting the Agreement, and using our Services to accept Digital Asset payments, convert Digital Assets to Fiat Currency, or remit funds, you expressly acknowledge, accept and assume the risks related to the use of our Services, including (but not limited to) the risks described in the Risk Disclosure Statement, which is expressly incorporated into these Terms and forms part of the Agreement between you and UPay.

3. Definitions & Interpretation

Definitions

Capitalized words used in these Terms are defined, and shall have the meaning given to them in this Clause 3.

(a) "Acquiring Fee" or "Checkout Fee" means the fee charged in respect of each Checkout Transaction, calculated in accordance with the Merchant Fee Schedule.

(b) "Agreement" has the meaning given to it in the preamble.

(c) "Applicable Law" means all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any Regulatory Authority) having legal effect and as applicable to a party in respect of its rights and/or obligations under the Agreement in force in any applicable jurisdiction from time to time. These include (without limitation) anti-money laundering, anti-bribery, anti-terrorist financing, Sanctions, data privacy, tax and consumer protection laws (as applicable).

(d) "Business Day" means any day other than a Saturday, Sunday, or public holiday in the jurisdiction of the Merchant's Designated Bank Account or in the United States of America.

(e) "Cashier & Remittance Services" or "Services" means the suite of services provided by UPay to Merchants comprising:

(i) the operation of a virtual currency payment acceptance interface (the "Cashier") enabling End Users to pay Merchants using Digital Assets;

(ii) the facilitation of off-ramp conversion of Digital Assets received on behalf of Merchants into Fiat Currency (the "Off-Ramp Service");

(iii) the calculation and execution of settlement of converted Fiat Currency amounts to Merchants or their designated bank accounts (the "Settlement Service"); and

(iv) the remittance of settled Fiat Currency amounts to designated bank accounts (the "Remittance Service").

(f) "Chain Reorganisation Event" means any event in which a blockchain network experiences a reorganisation, fork (hard or soft), 51% attack, double-spend, or any similar event that results in a previously confirmed transaction being reversed, invalidated, or rendered uncertain.

(g) "Checkout Transaction" means a single payment transaction initiated by an End User through the Cashier interface in favour of a Merchant.

(h) "Clawback Event" means any event in which:

(i) a Checkout Transaction is reversed, recalled, or clawed back on the blockchain or by a Third-Party Service Provider after the Settlement Amount has been remitted to the Merchant;

(ii) a Third-Party Service Provider reverses, recalls, or refuses to honour an Off-Ramp conversion or remittance after UPay has credited or remitted the Settlement Amount to the Merchant; or

(iii) the Merchant's bank or any intermediary bank reverses, rejects, or returns a remittance after the Settlement Amount has been released to the Merchant.

(i) "Counterparty Information" has the meaning given to it under Clause 7.

(j) "Designated Bank Account" means a bank account held in the Merchant's own name, nominated by the Merchant and approved by UPay for receipt of the Settlement Amount.

(k) "Digital Asset" means any digital assets, including a virtual currency, cryptocurrency, token, coin, or virtual commodity, which is a digital representation of value (but which does not have legal currency or monetary status and which is not authorized or guaranteed by any Regulatory Authority), that are recognized as a mean of exchange by natural or legal persons and that can be digitally transferred, stored and traded, with or without conditions, and thus can be used for payment, investment or other purposes, as determined and approved by UPay from time to time for use in connection with the Services.

(l) "Encumbrance" means any: (a) mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement; (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; (c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or (d) third party right or interest or any right arising as a consequence of the enforcement of a judgment, or any agreement to create any of them or allow them to exist.

(m) "End User" means a natural or legal person who initiates a payment to a Merchant through the Cashier using Digital Assets.

(n) "Event of Default" has the meaning given to it under Clause 14.

(o) "Fiat Currency" means a currency designated as legal tender in a particular country or jurisdiction, such as Euros, and U.S dollars, as determined and approved by UPay from time to time for use in connection with the Services.

(p) "Gas Fees" has the meaning given to it under Clause 8(d).

(q) "Indemnified Party" has the meaning given to it under Clause 15.

(r) "Instruction" means an instruction given to us in relation to a Digital Asset Transaction, or other actions related to the use of our Services, the Agreement with UPay generally.

(s) "Intellectual Property Rights" or "IPR" means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

(t) "Loss" means any liability of any kind, loss, claim, damage, interest, fine, penalty, fee, charge, cost and/or expense (including reasonable and properly incurred legal and other professional fees, costs and/or expenses).

(u) "Merchant" or "you" means a business entity or individual that has entered into a merchant agreement with UPay and uses the Cashier & Remittance Services to accept payments from End Users in Digital Assets.

(v) "Merchant Fee Schedule" means the fee configuration agreed between UPay and the Merchant, which specifies, in respect of each fee type: (i) the fee bearer (i.e., whether the fee is borne by the Merchant or the End User); (ii) the fixed fee amount (if applicable); and (iii) the basis points ("bps") rate (if applicable), as such configuration may be updated from time to time in accordance with these Terms.

(w) "Non-Cooperative Jurisdiction" means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering ("FATF"). See http://www.fatfgafi.org for FATF's list of non-cooperative countries and territories.

(x) "Off-Ramp Rate" means the exchange rate applied by UPay (or its liquidity partners) at the time of conversion of Digital Assets into Fiat Currency, which may include a spread or margin.

(y) "Parties" has the meaning given to it in the preamble.

(z) "Refund Fee" means the fee charged in respect of each Refund Transaction, calculated in accordance with the Merchant Fee Schedule.

(aa) "Refund Transaction" means a transaction whereby a Merchant initiates, through the Cashier, a return of funds (in whole or in part) to an End User in respect of a prior Checkout Transaction.

(bb) "Regulatory Authority" means any governmental, regulatory authority or law enforcement department, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) in any jurisdiction.

(cc) "Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the Government of the United States, including without limitation the Office of Foreign Assets Control of the US Department of Treasury ("OFAC") and the United States Department of State; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; (v) any other jurisdictions selected for inclusion hereunder by UPay from time to time; and/or (vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation Her Majesty's Treasuries (together "Sanctions Authorities").

(dd) "Sanctioned Person" means any person listed on any Sanctions list maintained by any Sanctions Authority, or any person owned or controlled by, or acting or purporting to act for or on behalf of, any such person.

(ee) "Sanctioned Jurisdiction" means any country or territory subject to comprehensive Sanctions administered by any Sanctions Authority.

(ff) "Service Fee" has the meaning given to it under Clause 8.

(gg) "Settlement Amount" means the net Fiat Currency amount payable to the Merchant (or as directed by the Merchant) following deduction of the Acquiring Fee, Off-Ramp conversion costs, Remittance Service fees, and any other applicable charges.

(hh) "Site" has the meaning given to it in the preamble.

(ii) "Taxes" has the meaning given to it under Clause 8(c).

(jj) "Terms" has the meaning given to it in the preamble.

(kk) "Third-Party Service Provider" means any liquidity provider, OTC desk, banking partner, payment processor, correspondent bank, KYC/AML service provider, blockchain analytics provider, or other third party engaged by UPay in connection with the provision of the Services.

(ll) "User Content" has the meaning given to it under Clause 21.

Interpretation

The headings in these Terms are inserted for convenience only and shall not affect their construction or interpretation. Documents incorporated by reference into these Terms form part of your Agreement with UPay and shall have effect as if set out in full in the body of these Terms. Unless otherwise stated, references to clauses are to the clauses of these Terms.

A reference in these Terms to a particular law is a reference to it as it is in force for the time being taking into account any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. Words referring to a particular gender shall include the other gender.

These Terms shall be binding on, and enure to the benefit of, each of the parties and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party's personal representatives, successors and permitted assigns.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

A "person" includes a natural person, corporate or unincorporated body.

A reference to "writing" or "written" includes email.

4. Services

UPay provides a platform that enables Merchants to accept Digital Asset payments from End Users through the Cashier interface, and to convert such Digital Assets into Fiat Currency and remit the proceeds to the Merchant's Designated Bank Account (the "Services").

Digital Assets received from End Users via the Cashier are custodial assets held by us for the Merchant's benefit pending conversion. Title to Digital Assets held in our custody shall at all times remain with the Merchant (or End User, as applicable) and shall not be transferred to us under normal circumstances. Digital Assets in our custody are not property of UPay and are not intended by us to be subject to claims of our creditors. As the beneficial owner of the Digital Assets, the Merchant bears all risk of loss of such Digital Assets. We shall have no liability for wallet fluctuations or loss. Your Digital Assets may be commingled at one or more blockchain addresses with Digital Assets owned by other users. For security and operational reasons, some transfers of Digital Assets by you may be reflected on our internal ledgers only, without any transfer on the corresponding blockchain. Private keys to Digital Assets may be stored by us offline or in electronic or physical vaults or other secure locations that may only be accessed in accordance with established security procedures, so any transfer of UPay that will involve a transfer on the blockchain may be delayed.

5. Eligibility

By registering a merchant account and/or accessing and using our Services, you represent and warrant that:

(a) you are a business entity or individual with full legal capacity and sufficient authorizations to enter into these Terms;

(b) you are incorporated and/or registered under the laws of a jurisdiction that is not a restricted or prohibited jurisdiction;

(c) you are in good standing under Applicable Law;

(d) you have not previously been suspended or banned from using any of our Services or had an account with us closed;

(e) you are not acting on behalf of any third party who is, or you are not subject to any Sanctions administered or imposed by any Sanctions Authority;

(f) you do not have any major beneficial owners or controlling persons who are subject to any Sanctions administered or imposed by any Sanctions Authority;

(g) the Designated Bank Account you are nominating for receipt of settlement proceeds is opened and shall remain opened in your name;

(h) using our Services is not unlawful or prohibited under the laws of any jurisdiction to which you may be subject; and

(i) you are not located in, or a citizen or a resident of a country prohibited by us.

You may use our Services only where permitted by Applicable Law and in jurisdictions supported by UPay. The Merchant remains responsible for its own legal and regulatory compliance. Nothing in these Terms transfers to the Merchant any regulatory obligation imposed directly on UPay.

If you no longer meet our eligibility criteria at any time after you register a merchant account with UPay, you must inform us immediately and we may suspend or close your account. For the avoidance of doubt, you cannot use the Site and the Services, if you fail to meet any customer due diligence standards, requests or requirements of us and/or are deemed high risk by us according to criteria established at our sole discretion.

We may change our eligibility criteria at any time, including by introducing additional requirements. If we do so, we will update these Terms.

We reserve the right to refuse registration or the commencement of relationship with you under these Terms without reason. You acknowledge and agree that it is at our sole discretion whether to provide you with any or all of the Services.

6. Registration and Account Usage

You will need to register for a merchant account ("Merchant Account") to access and use our Services. Prior to registration of any Merchant Account or establishment of the business relationship with UPay, you shall be required to go through our identification verification and customer due diligence process, as required to comply with Applicable Laws in relation to anti-money laundering, counter-terrorism financing, combating proliferation financing, and Sanctions. Your use of our Services is conditional on the successful completion of this process. From time to time, UPay may ask you to provide additional information and documents to determine your eligibility to register a Merchant Account and use our Services.

In certain circumstances, we may require you to submit additional information about yourself, your institutions, your beneficial owners, your activities, or your transactions etc, to provide records, and to complete other verification steps so that we may, among others, establish the source of your wealth and funds for any transactions carried out in the course of your use of the Services.

We reserve the right to refuse to open a Merchant Account for whatever reason, including (but not limited) where we are required or requested to do so by any national or international Regulatory Authority, or where you fail to provide us with sufficient information and documentation, to our satisfaction, to verify your identity or your eligibility to access and use our Services.

You are fully responsible for all activities that occur under your Merchant Account, including for ensuring that all persons who access and or use our Services through your Merchant Account, are aware of the terms and conditions of your Agreement with UPay and comply with them. You will be bound by, and hereby authorise UPay, to accept and rely on, any Instructions, orders, transactions, notices, communications and any other actions initiated, made, provided or taken by anyone who has accessed or used your Merchant Account.

You may not register and/or maintain more than one Merchant Account without our prior written approval and we may suspend or close your Merchant Account if we know or suspect that you are accessing our Services through multiple Merchant Accounts. Your Merchant Account is personal to you.

We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to keep your Merchant Account login credentials safe and secure, and not share them with anyone. You also agree that you alone are responsible for taking necessary safety precautions to protect your own Merchant Account and information. You shall be solely responsible for the safekeeping of your Merchant Account and password on your own, and you shall be responsible for all activities under your Account. We will not be responsible for any loss or consequences of authorized or unauthorized use of your account credentials. If you lose or forget your Merchant Account login credentials, you should immediately contact us on [support@upay.com]. We may require you to prove your identity and that the Merchant Account belongs to you before we take any action to restore access to your Merchant Account.

You are responsible for keeping electronic devices through which the Services are accessed safe and maintaining adequate security and control of any security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic devices and ensuring that such electronic devices are password protected.

We are not liable for any damage or interruptions caused by any computer virus or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available anti-virus software. You should be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

If you know of or suspect: (a) any unauthorised access or use of your Merchant Account, or (b) that your Merchant Account login credentials have been compromised, you should immediately contact us on [support@upay.com]. Following such notification, we will investigate the matter and may require you to take certain actions in order to restore access to your Merchant Account. You hereby agree to provide all reasonable assistance and cooperation as we may require or request to restore your Merchant Account.

You authorize us to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect you and/or us against financial crimes and to take action that we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to third parties (such as, credit reference and fraud prevention or financial crime agencies, etc.) and that these agencies may respond to our enquiries in full. Additionally, we may require you to wait certain period of time after completion of a transaction before permitting you to use Services and/or before permitting you to engage in transactions beyond certain volume limits.

7. Information and Changes

You must, in connection with the Merchant Account registration process, and thereafter upon our request, provide such information and documentation about you including (but not limited to) information to verify your identity, your beneficiary owner's identity, your director's identity residential address, principal place of business, financial status and source of wealth, source of funds, activities, as we may require or request from time to time (the "Counterparty Information").

You undertake unconditionally to provide such Counterparty Information as we and/or any third party service providers who we engage to perform customer due diligence, may require or request from time to time, whether (a) on registering a Merchant Account; (b) prior to execution of any transactions; (c) in relation to any suspicious activity relating to your Merchant Account; (d) in connection with any compliance reviews that we carry out; (e) as a result of any changes to Counterparty Information that you previously provided to us; or (f) for any other reasons.

As part of the Merchant Account registration process or any time thereafter, you may be redirected to a website maintained by a third-party service provider who we have engaged to perform customer due diligence and be requested to submit the Counterparty Information to our third party service provider. Our third party service provider may give us copies of all Counterparty Information that you have shared with it.

You hereby confirm that all Counterparty Information you provide to us and our third party service providers will be true, complete and up to date and any supporting documentation shall be authentic and not modified in any way. You further undertake to provide us with at least seven (7) Business Days' prior written Notice of any material changes to the Counterparty Information, unless otherwise agreed and approved by us in writing. If you fail to provide any Counterparty Information, we or our third-party service providers shall have the right to send you a notice to demand corrections, remove relevant information directly, provide missing information etc., as the case may be, we may suspend the provision of our Services until and unless such Counterparty Information is provided. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the Counterparty Information provided.

We and/or our third-party service providers may make all necessary inquiries and run further checks on your identity and/or the ownership, and background of your business by contacting and consulting relevant registries, Regulatory Authorities or other resources that are available to us.

If we or our third party service providers have any reason to believe that any Counterparty Information that you have provided us wrong, inaccurate, incomplete or outdated, we may require you to provide corrected, updated and complete information. If you fail to comply with any such request, it may delay or even prevent the registration of your Merchant Account, or if you already have a Merchant Account, we may suspend or close your Merchant Account.

We and/or our third-party service providers may disclose any and all Counterparty Information provided by you to any national or international Regulatory Authority as required by Applicable Laws.

8. Service Fee

UPay makes money when you use our Services provided by or through our Site. We will charge necessary fees for the provision of such Services in accordance with the relevant documents, agreements and/or relevant rules and instructions on the platform page during the service process ("Service Fees"). For details, please refer to relevant information on the agreements for related Services, fee disclosure related documents made available on the Site, and/or instructions on the order or checkout page. The foregoing is hereby expressly incorporated into these Terms, as may be amended from time to time. You agree that we have the right to adjust specific matters such as the type or amount of the aforementioned Services Fees from time to time, and to make announcements and modifications in accordance with this Agreement and relevant rules. If you continue to accept our Services, you are deemed to agree to the updated terms.

Generally, in relation to the Service Fees:

(a) You agree to pay the Service Fee agreed between you and UPay.

(b) Any Service Fees that we quote for execution of a transaction shall subject to subparagraphs 8(c) and 8(d) below, constitute the total fees (including any spreads, commissions, fees and/or expenses) payable to us for such transaction.

(c) Our Service Fee does not include any taxes, levies, duties or other assessments of any nature, including for example value-added, sales, use, consumption or withholding taxes assessable by any jurisdiction ("Taxes"). You are responsible for paying all Taxes associated with any transaction that you carry out through the use of our Services.

(d) Notwithstanding the above, an extra fee or expense may be incurred and charged by an independent third party including (but not limited to) your bank in connection with any transfers performed in relation to a transaction (whether settlement of such transaction finally occurs or not). Additionally, the transfer of Digital Assets on the applicable blockchain network may be subject to transaction processing costs ("Gas Fees"), which are not included in our Service Fees. You acknowledge and agree that you will be ultimately responsible for the payment of any Gas Fees and such extra fees to third parties associated with a Digital Asset Transaction performed through the use of our Services and you will reimburse us for any such fees that we have incurred or paid on your behalf.

(e) We reserve the right to adjust the Service Fees and any applicable waivers at any time.

9. Fee Structure and Disclosure Obligations for Cashier Services

9.1 General Fee Principles

9.1.1 All fees under the Cashier & Remittance Services are variable and are configured on a per-Merchant basis through the Merchant Fee Schedule. The specific fee amounts applicable to any given Merchant are not published in these Terms and are set out in the Merchant Fee Schedule agreed between UPay and the Merchant.

9.1.2 Fees may be structured as:

(a) a fixed fee per transaction;

(b) a variable fee calculated as a percentage or basis points (bps) of the transaction value; or

(c) a combination of fixed and variable components.

9.1.3 The Merchant Fee Schedule shall specify, for each fee type, which party bears the fee — the Merchant or the End User (the "Fee Bearer"). Where the End User is the Fee Bearer, the Merchant shall ensure that such fee is clearly disclosed to the End User prior to the completion of the transaction, in accordance with Clauses 9.2 and 9.4 below.

9.2 Acquiring Fee (Checkout Fee)

9.2.1 An Acquiring Fee shall be charged in respect of each Checkout Transaction. The amount and Fee Bearer of the Acquiring Fee shall be as configured in the Merchant Fee Schedule.

9.2.2 Display at Cashier: Where the Acquiring Fee (or any component thereof) is borne by the End User, UPay will display the fee using the configuration and data supplied or approved by the Merchant. The Merchant is responsible for the accuracy of that configuration and data. Before confirmation, the Cashier shall display, at a minimum:

(a) the fee amount or the method of calculation (e.g., fixed fee and/or bps rate);

(b) the total amount payable by the End User inclusive of the fee; and

(c) a clear indication that a fee is being charged and by whom it is borne.

9.2.3 The Cashier shall obtain the End User's affirmative acceptance of the Acquiring Fee before the Checkout Transaction is completed. Evidence of acceptance does not waive any mandatory right of the End User under Applicable Law.

9.2.4 Each Party is responsible for failures within its control: the Merchant for incorrect configuration or data supplied by it, and UPay for failure to display or apply that configuration or data correctly.

9.3 Refund Fee

9.3.1 A Refund Fee may be charged in respect of each Refund Transaction. The Refund Fee is a variable fee that may fluctuate based on market conditions at the time of the Refund Transaction, including but not limited to:

(a) the prevailing Off-Ramp Rate at the time of re-conversion;

(b) network fees (Gas Fees) applicable to the on-chain transactions required to process the refund;

(c) liquidity availability and associated costs; and

(d) any other operational costs incurred in processing the Refund Transaction.

9.3.2 Nature of Refund Fee variability: The Merchant and End User acknowledge that the exact amount of the Refund Fee cannot be determined or disclosed in advance of the Refund Transaction due to the factors described in Clause 9.3.1. The Refund Fee shall be calculated at the time the Refund Transaction is processed and shall be based on the prevailing conditions at that time.

9.3.3 Disclosure of Refund Fee principle: The Merchant shall ensure that End Users are informed, prior to completing a Checkout Transaction, of the following:

(a) that a Refund Fee may apply in the event of a refund;

(b) that the Refund Fee is variable in nature and cannot be pre-determined;

(c) that the Refund Fee may include costs arising from exchange rate fluctuations, network fees, and operational costs; and

(d) that the actual Refund Fee amount will be disclosed to the End User at the time the Refund Transaction is initiated, before the End User confirms the refund.

9.3.4 Refund Fee at time of refund: UPay shall disclose the Refund Fee and net refund amount to the Merchant and, if the End User bears the fee, to the End User. The Refund Transaction may proceed only after the relevant Fee Bearer confirms it. If End User confirmation is not technically feasible, the Merchant shall bear the fee unless otherwise agreed in writing and permitted by Applicable Law.

9.3.5 No guarantee of full refund: Due to the variable nature of the Refund Fee and Off-Ramp Rate fluctuations, the End User acknowledges that the refund amount received may be less than the original payment amount (in Fiat Currency equivalent). UPay makes no representation or warranty that the refund amount will equal the original transaction value.

9.4 Merchant's Obligation to Inform End Users

9.4.1 The Merchant shall, at a minimum, display or provide to End Users the following fee-related information before the End User initiates a Checkout Transaction:

(a) the Acquiring Fee (if borne by the End User), calculated and displayed in the manner described in Clause 9.2;

(b) a clear notice that a Refund Fee may apply and is variable in nature, substantially in the following form:

(c) any other fees or charges that may be applicable, as configured in the Merchant Fee Schedule and borne by the End User.

9.4.2 The Merchant represents and warrants that it shall comply with all applicable consumer protection laws and regulations regarding fee transparency and disclosure to End Users, including but not limited to any requirements under the laws of the jurisdictions in which the Merchant operates or in which its End Users are located.

9.4.3 The Merchant shall maintain records of all fee disclosures made to End Users and shall make such records available to UPay upon request.

9.5 Fee Modification

9.5.1 UPay reserves the right to modify the Merchant Fee Schedule, including the type, amount, or method of calculation of any fee, at any time, subject to providing the Merchant with reasonable prior written notice (which shall not be less than thirty (30) days).

9.5.2 Any modification to the Merchant Fee Schedule shall not affect Checkout Transactions that have already been confirmed by the End User prior to the effective date of the modification.

9.5.3 The Merchant shall be responsible for updating the fee display on the Cashier interface to reflect any changes to the Merchant Fee Schedule within a reasonable time (and in any event within two (2) Business Days) of the effective date of such changes.

10. Off-ramp Service

10.1 UPay shall use commercially reasonable efforts to convert Digital Assets received on behalf of the Merchant into the agreed Fiat Currency at the prevailing Off-Ramp Rate.

10.2 The Off-Ramp Rate is determined at the time of conversion and may include a spread or margin retained by UPay or its liquidity partners. The Off-Ramp Rate is subject to market fluctuations and may differ from rates quoted on any exchange or reference platform.

10.3 UPay does not guarantee any specific Off-Ramp Rate and shall not be liable for any loss arising from fluctuations in exchange rates between the time a Checkout Transaction is initiated and the time the Digital Assets are converted.

10.4 The Merchant acknowledges that the Off-Ramp Service involves the use of Third-Party Service Providers and that UPay does not control the availability, pricing, or execution of such third-party services.

11. Settlement and Remittance

11.1 UPay shall remit the Settlement Amount to the Merchant's Designated Bank Account within the settlement timeframe agreed between UPay and the Merchant (the "Settlement Cycle").

11.2 The Settlement Amount shall be calculated as follows:

Settlement Amount = Gross Transaction Value (in Fiat Currency) − Acquiring Fee − Off-Ramp Conversion Costs − Remittance Fee − Other Applicable Charges

11.3 UPay shall provide the Merchant with a settlement report for each settlement cycle, detailing:

(a) the total number and value of Checkout Transactions processed;

(b) the gross amount received (in Digital Assets and Fiat Currency equivalent);

(c) the Acquiring Fees deducted;

(d) the Off-Ramp conversion costs applied;

(e) the Remittance fees deducted; and

(f) the net Settlement Amount remitted.

11.4 The Merchant shall ensure that the Designated Bank Account:

(a) is held in the Merchant's name;

(b) is capable of receiving the applicable Fiat Currency;

(c) is not located in a Non-Cooperative Jurisdiction or a Sanctioned Jurisdiction; and

(d) remains compliant with all applicable banking regulations.

11.5 UPay may suspend or delay settlement if:

(a) the Merchant fails to provide satisfactory KYC/AML documentation;

(b) UPay reasonably suspects fraudulent or illegal activity;

(c) the Designated Bank Account is closed, suspended, or otherwise unable to receive funds;

(d) settlement is required to be suspended by Applicable Law or Regulatory Authority; or

(e) an Event of Default has occurred or is likely to occur.

12. Refund Transactions

12.1 Refund Transactions may only be initiated by the Merchant through the Cashier interface. UPay does not process refunds initiated directly by End Users.

12.2 The Merchant is solely responsible for determining whether to issue a refund to an End User and for the accuracy of the refund amount. UPay shall have no obligation to review, approve, or deny any refund request.

12.3 Upon initiation of a Refund Transaction:

(a) UPay shall calculate the applicable Refund Fee based on prevailing conditions at that time;

(b) the Refund Fee and net refund amount shall be disclosed to the Merchant and, if the End User bears the fee, to the End User;

(c) the Refund Transaction shall proceed only upon confirmation by the relevant Fee Bearer; and

(d) the refund amount remitted to the End User shall be the original payment amount (or the refund amount specified by the Merchant) less the Refund Fee and any applicable Off-Ramp conversion costs.

12.4 The Merchant acknowledges that due to Off-Ramp Rate fluctuations and the Refund Fee, the End User may receive a refund amount that is less than the original payment amount in Fiat Currency terms. The Merchant shall be solely responsible for communicating this to the End User and handling any related disputes.

12.5 In the event that a Refund Transaction fails due to technical reasons (including but not limited to blockchain congestion, insufficient liquidity, or network errors), UPay shall use commercially reasonable efforts to resolve the issue but shall not be liable for any loss or damage arising from such failure, except to the extent caused by UPay's gross negligence or wilful misconduct.

13. End User Acknowledgement and Consent

13.1 The Merchant shall ensure that, before completing a Checkout Transaction, the End User is presented with and affirmatively acknowledges the following (or substantially equivalent) notice:

13.2 The Merchant shall implement the End User acknowledgement mechanism in the manner specified by UPay from time to time (including but not limited to a checkbox, click-through acceptance, or other affirmative action).

13.3 The Merchant acknowledges and agrees that:

(a) the End User acknowledgement mechanism described in Clause 13.1 is designed to ensure that fees are disclosed to and accepted by End Users before the transaction is completed;

(b) evidence that an End User affirmatively acknowledged and proceeded with the Checkout Transaction constitutes evidence of fee acceptance, without limiting any mandatory rights under Applicable Law; and

(c) the Merchant shall be solely responsible for any claims, complaints, or disputes raised by End Users regarding the adequacy of fee disclosure, except to the extent such claims arise from UPay's failure to correctly implement the fee display functionality on the Cashier interface.

14. Event of Default

Each of the following events is deemed as an "Event of Default":

(a) any information or documentation that you provide to us (when registering a Merchant Account or at any time thereafter) is incorrect, incomplete or misleading;

(b) where you fail to comply with any provision of, or perform any obligation under these Terms in connection with any transactions;

(c) any representations and/or warranties made by you cease to be true or accurate in any material respect;

(d) we receive notice or have reason to suspect that any Fiat Currency, Digital Assets or other assets that you transact with through the use of our Services are Encumbered, is the subject of an ownership dispute with another person, stolen or otherwise were not lawfully acquired by you, or directly or indirectly linked to an illicit source;

(e) you fail to comply with your fee disclosure obligations under Clause 9 or Clause 13;

(f) you fail to repay any amount demanded by UPay under Clause 17.2 within the specified period; or

(g) UPay reasonably suspects that you are processing payments involving fraudulent, tainted, or illicit Digital Assets.

15. Indemnity

You agree to defend, indemnify, and hold harmless UPay and our affiliates, and each of their and our past, current and future employees, directors, agents and representatives (each an "Indemnified Party") from and against any losses incurred or suffered (whether directly or indirectly) by such Indemnified Party to the extent that any such Loss arises out of or in connection with:

(a) the occurrence of an Event of Default;

(b) your breach of any of representations and warranties set out in these Terms;

(c) your breach of any Applicable Laws;

(d) any act or omission on your part (including any default, negligence or fraud);

(e) your failure to comply with your fee disclosure obligations under Clause 9 or Clause 13;

(f) any claim, complaint, dispute, or legal action brought by an End User against UPay relating to:

(i) the amount, calculation, or disclosure of any fee under the Cashier & Remittance Services;

(ii) the underlying goods or services provided (or not provided) by you;

(iii) the amount of any refund issued to the End User; or

(iv) any misrepresentation or omission by you in relation to fees or the Services;

(g) any Clawback Event, including UPay's costs and expenses in recovering amounts from you under Clauses 17.1 and 17.2;

(h) your breach of Clause 22 (Sanctions and restricted jurisdictions); or

(i) your breach of any representation, warranty, or obligation specific to the Cashier & Remittance Services under these Terms.

16. Limitation of Liability (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)

(a) Neither UPay, nor any of our affiliates, group companies or their past, current or future respective directors, employees, agents and representatives shall be liable for any damage or losses caused by errors or omissions in any information, or instructions provided by you in connection with your use of our Services, or any action taken by UPay at your direction or pursuant to your instructions.

(b) Under no circumstances will UPay or our affiliates, group companies and their respective past, current or future directors, employees, agents and representatives be liable any for any indirect, special or consequential losses of any kind arising from your use of our Services, including (without limitation) loss of profit, income, revenue, anticipated saving, loss resulting from business interruption, depletion of goodwill, pure economic loss or any like loss. UPay will not be liable for any delay, loss or damages to the extent such delay, loss or damages are attributable to your acts or omissions, or the acts or omissions of any third party.

(c) Notwithstanding the foregoing, to the fullest extent permitted by Applicable Law, our total aggregate liability and the total aggregate liability of UPay's affiliates (and our and their respective employees, directors, agents and representatives) arising out of or in connection with these Terms and/or the Agreement, whether in contract or in tort or other legal theory, shall not exceed the total amount of Service Fees that you have paid to us in connection with your use of our Services during the previous three (3) months immediately preceding the event giving rise to the claim for liability.

(d) Without limiting the foregoing, UPay shall additionally not be liable for:

(i) any loss arising from a Chain Reorganisation Event, including but not limited to blockchain forks, double-spend attacks, or 51% attacks;

(ii) any loss arising from the failure, insolvency, or default of any Third-Party Service Provider;

(iii) any loss arising from a Clawback Event, except to the extent caused by UPay's gross negligence or wilful misconduct;

(iv) any loss arising from a stablecoin de-pegging event;

(v) any loss arising from fraudulent or illicit activity by End Users or third parties; or

(vi) any loss arising from a change in UPay's regulatory status or the termination of any Third-Party Service Provider relationship.

(e) Nothing in these Terms shall limit or exclude liability for any matter in respect of which it would be unlawful to limit or exclude liability under Applicable Law.

17. Clawback and Re-settlement

17.1 Right of clawback: In the event of a Clawback Event, UPay shall have the right, without limitation, to:

(a) demand immediate repayment from the Merchant of the full Settlement Amount (or the portion thereof affected by the Clawback Event);

(b) set off the amount owed against any future Settlement Amounts payable to the Merchant;

(c) debit the Merchant's account (if any) held with UPay for the amount owed;

(d) engage a collection agent to recover the amount owed, at the Merchant's cost; and

(e) suspend or terminate the Merchant's access to the Services until the amount owed has been repaid in full.

17.2 Merchant's repayment obligation: The Merchant shall repay any amount demanded by UPay under Clause 17.1 within five (5) Business Days of demand. If the Merchant fails to repay within this period:

(a) interest shall accrue on the outstanding amount at a rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower), calculated daily and compounded monthly;

(b) the Merchant shall indemnify UPay for all costs and expenses (including legal fees) incurred in recovering the amount owed; and

(c) UPay may report the Merchant's default to credit reference agencies and other relevant third parties.

17.3 No obligation to re-convert: If a Clawback Event occurs after UPay has converted the Digital Assets into Fiat Currency and remitted the Settlement Amount, UPay shall have no obligation to re-acquire or re-convert Digital Assets to make the Merchant whole. The Merchant bears the full risk of any Clawback Event.

17.4 Partial clawbacks: Where a Clawback Event affects only a portion of the Digital Assets received in respect of a Checkout Transaction (for example, due to a partial blockchain reorganisation), UPay's clawback rights under this Clause 17 shall apply proportionally to the affected portion.

18. Your Representations and Warranties

You hereby represent and warrant to UPay:

(a) the Counterparty Information that you provide to us and/or our third party service providers is true and complete in all respects, except to the extent that you have given us prompt Notice of any changes to such information in writing;

(b) these Terms, together with the other terms and conditions incorporated by reference into these Terms, other terms and conditions published on our Site from time to time and forming part of your Agreement with UPay constitutes and creates legally binding obligations on you and are enforceable against you;

(c) you understand the nature and risks of the subject matter of these Terms and transactions, and are capable of assuming, and will assume, all risks associated with the Terms, the use of our Services and any transactions, including (without limitation) those set out in the Risk Disclosure Statement;

(d) neither the entry into the Agreement with UPay, nor completion of any transactions through the use of our Services, does not or will not violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you are subject, or conflict with, violate or constitute a default under any agreements, debt or other instrument to which you are a party;

(e) you enter into these Terms in your own capacity for your own benefit;

(f) you will not knowingly or recklessly use and/or take advantage of a technical or technological error, loophole or glitch on our Site or our Services. You agree and undertake not to:

• use or upload, in any way, any software or material onto the Site, in particular those that contain, or which you have reason to suspect contain, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Site's data or damage or interfere with the operation of another user's computer or mobile device or the Site);

• post, promote or transmit any materials or information through the Site which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under Applicable Laws or which are otherwise objectionable; or

• use the Site other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other Applicable Laws.

(g) you agree to comply with all guidelines, notices, rules and policies pertaining to the use and/or access of the Site and the Services. You hereby acknowledge that we may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or remove the Site (whether in whole or in part), and shall not be liable if any such upgrade, modification, suspension or discontinuation prevents you from accessing the Site or any part thereof;

(h) You acknowledge and agree that any records created and maintained by us of the communications, transactions, instructions or operations made or performed, processed or effected through the Site or in relation to the Site by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations;

(i) you are the sole legal and beneficial owner of all funds and assets deposited, traded, transferred or delivered with good and marketable title free of any Encumbrances thereto, and you have the absolute right to buy, sell, exchange, assign, convey, transfer and deliver such funds and assets free and clear of any Encumbrances;

(j) unless expressly agreed by us, no third party agent, broker, finder or other entities acting on your behalf is or will be entitled to any brokers' or finders' fee or any other commission or similar fee from us in connection with any transactions that you perform through the use of our Services;

(k) you agree, understand and acknowledge that we do not provide and will not provide any investment advice in connection with our Services and you are solely responsible for any and all decisions that you take to deposit, trade, exchange, or withdraw through the use of our Services;

(l) you have adequate information to make an informed decision to use our Services and enter into a transaction. You are solely responsible for your decision to undertake each transaction and you confirm that you have evaluated and understand all risks related to each transaction;

(m) other than as expressly set forth in these Terms, you acknowledge that you have not relied on any statements or other representations by us (whether written or oral, except those expressed in these Terms) when entering into any transactions;

(n) you will not carry out any transactions involving or by the use of our Services where any of such transactions is likely, or you have reasonable grounds to believe it to be illicit, or in contravention of anti-money laundering regulations, Sanctions or any other Applicable Laws; and

(o) any cards linked to your Merchant Accounts or bank accounts used during our provision of Services are under your name, and belong to yourself rather than any third party.

19. Data Protection and Privacy

We respect and endeavour to protect your privacy. We are the "data controller" and will be responsible for personal data collected from you. As the data controller, we will determine the means and purpose of processing your personal data and implement the organizational and physical security measures in compliance with the Applicable Laws in relation to data protection, our Privacy Policy. Please refer to our Privacy Policy for details in terms of how we collect, use, store and retain your personal information.

20. Intellectual Property

(a) Except for any User Content provided by you, all Intellectual Property Rights arising out of or in connection with our Services and/or our Site, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the Intellectual Property Rights of software compilation, associated source code and software (including small applications and scripts) shall be owned by UPay or its licensors.

(b) UPay grants you a limited, non-exclusive, non-sublicensable, non-transferable, royalty free licence to access and use our Services for lawful purposes in accordance with these Terms. You may not re-sell, distribute, copy, share, reverse engineer, modify or create derivative works of our Intellectual Property Rights in any way or by any means. You may not use any name, mark, logo or domain name that is in any way similar to UPay's marks, logos and domain names. You must refrain from any action or omission that may dilute, damage or interfere with UPay's Intellectual Property Rights. The licence granted under this Clause 20(b) shall automatically cease and be revoked if your Merchant Account or the use of our Services is suspended or terminated for whatever reason.

(c) You shall not illegally use or dispose of UPay's, or any other person's, Intellectual Property Rights in connection with your use of our Services. For any information that you publish on our Site, you may not publish or authorise other websites (or media) to use such information in any manner whatsoever.

(d) Your logging onto your Merchant Account or use of any of our Services shall under no circumstances be deemed to constitute a transfer or assignment of any of our Intellectual Property Rights to you.

21. User Content

In the event that you post, provide, submit, upload or otherwise publish any information, text, data, materials, images or other content on our Site or in connection with your use of our Services ("User Content"), you represent and warrant that (a) you own or have the right to grant a right to use such User Content as set out in these Terms; and (b) the User Content and its use by UPay as licensed in this Clause 21 does not and will not violate, misappropriate or infringe the Intellectual Property Rights of any third party.

You hereby grant UPay a royalty free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner any User Content.

UPay reserves the right to remove any User Content from its Site or the Services at any time in our sole discretion.

22. Prohibited Use of Our Services

You shall not use our Services for any illegal purposes, including (without limitation):

(a) activities related to human trafficking; money laundering, terrorist financing, proliferation of weapons of mass destruction;

(b) manufacturing, transporting, developing, buying, selling, or otherwise facilitating any of the foregoing activities in relation to any goods or services that are illegal, or the promotion, offer or marketing of which is illegal;

(c) the promotion, creation, dissemination or otherwise exploitation of any material or content that is illegal, obscene, pornographic, depicts paedophilia or other sexual content relating to children and/or minors, contains any propaganda promoting or glorifying war or violating human rights and/or dignity;

(d) any activity that would violate the Intellectual Property Rights or other rights of any third party;

(e) archaeological findings;

(f) drugs, narcotics or hallucinogens;

(g) weapons of any kind;

(h) illegal gambling services;

(i) Ponzi, pyramid or any other "get-rich-quick" schemes;

(j) goods that are subject to any trade embargo;

(k) media that is harmful to minors and violates Applicable Laws;

(l) body parts or human remains;

(m) the exploitation of endangered and protected animals or plants; or

(n) any other activity relating to illegal goods, services or transactions.

Without prejudice to the foregoing, you hereby agree that you shall not (a) use our Services to finance, engage in, or otherwise support any of the activities referred to in this Clause 22; and (b) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or otherwise access or attempt to gain access to any data, files, or passwords related to us through hacking, passwords or data mining, or any other means.

23. Suspension, Termination and Closure of Your Merchant Account

We may suspend, restrict or terminate your access to and use of any or all of the Services, and/or de-activate and close your Merchant Account with immediate effect for any reason, including but not limited to where:

(a) we reasonably believe that we need to do so in order to protect our reputation;

(b) we are, in our reasonable opinion, required to do so by Applicable Laws or pursuant to an order or direction from any Regulatory Authority to which we are subject in any jurisdiction; or

(c) we reasonably suspect that an Event of Default has occurred or is likely to occur;

(d) we have concerns that an order is erroneous or about the security of your Merchant Account;

(e) we suspect that you use our Services in a fraudulent or unauthorized manner, or for any illegal activities;

(f) use of your Merchant Account is subject to any pending litigation, investigation, or government proceeding;

(g) if we receive legal documentation confirming your death or other information leading us to believe you have died;

(h) due to other reasons as indicated anywhere in the Agreement or applicable laws.

On closure of your Merchant Account, your Agreement with UPay shall terminate and you shall no longer be entitled to access and/or use our Services. However, any clauses forming part of your Agreement with us that are intended to survive termination (whether expressly or by implication), shall remain in full force and effect.

We will make reasonable efforts to inform you of any such termination and / or suspension and / closure in advance, or if this is not practicable, immediately afterwards and give its reasons for such actions, unless informing you would compromise security measures or is otherwise prohibited by law or regulatory requirements.

24. Cancellation, Suspension, or Termination of Your Transactions

During the business relationship between you and UPay a transaction may be immediately cancelled, suspended or terminated by us prior to it being executed under the following circumstances:

(a) we reasonably believe that your use of our Services is in violation of any Applicable Laws;

(b) you fail to make any required payment or deliver any agreed assets as required;

(c) an Encumbrance is known or suspected to exist on the Digital Assets, Fiat Currency, or other assets you deliver to us;

(d) in our reasonable opinion, the performance or enforcement of any rights or obligations under these Terms, or otherwise related to the provision of Services to you is likely to contravene Applicable Laws;

(e) we are required to terminate a transaction (or any part thereof) pursuant to an order or direction from any Regulatory Authority (whether or not the request is legally binding on us);

(f) we consider it necessary, in our sole and absolute discretion (to be exercised in good faith), to terminate a transaction to maintain the security and integrity of our Services or systems;

(g) we reasonably believe that an Event of Default (as set out in Clause 14) has or is likely to occur; or

(h) due to other reasons as indicated anywhere in the Agreement or applicable laws.

If we cancel, suspend or terminate any Digital Asset Transaction prior to its execution in accordance with this Clause 24, we will give you notice and set out the reasons for such cancellation, suspension or termination, unless we are prevented from disclosing such information to you under Applicable Law or pursuant to an order or direction from any Regulatory Authority.

You agree that we shall have no liability or responsibility for refusing to complete and/or cancelling and/or terminating your transaction, reversing a transaction, suspending, restricting, or terminating access to the Services (including freezing and locking funds and/or assets in your Merchant Account), and/or terminating your Merchant Account for the reasons anywhere in the Terms or the Agreement.

25. Third Party Content

For your convenience, we may display third party content, data, adverts, links, promotions, logos, products, services, branding, offers or other materials and information in connection with your access and use of our Services. UPay does not approve of, control, endorse or sponsor any third parties or their content and makes no representations or warranties in relation to such third-party content.

We are not responsible for the content of any third party websites that may be linked via our Services, nor should you assume that we have reviewed or approved such third party websites or their content, nor do we warrant or represent that the links to such websites work, are secure or up to date. You click any links ad visit any websites at your own risk.

26. Disclaimers

Our Services are provided "as is" and except for the warranties expressly set out in these Terms, all other warranties of any kind (whether express or implied and including, without limitation, warranties relating to satisfactory quality, fitness for purpose or merchantability) are excluded to the maximum extent permitted by Applicable Law.

Without limiting the foregoing, we make no warranty that (a) our Services will meet you requirements; (b) our Services will always be available or uninterrupted, timely, secure or otherwise error-free, (c) our Services will be free of any viruses, vulnerabilities or other harmful components; (d) any Fiat Currency, Digital Assets, or other assets transferred to you in connection with your use of our Services is free of any Encumbrance and not the subject of a dispute or claim.

Although we will use reasonable endeavours to maintain the accuracy of any information and content provided through our Services, we do not warrant that such information and content shall be accurate, reliable, up-to-date or adequate. UPay shall not be liable for any Loss or damage that you may suffer or incur (whether directly or indirectly) from your use of such information and content.

By accepting these Terms, you acknowledge that we are not and to any form cannot be considered as financial advisor company, or an investment company or fund. By providing the Services we do not provide financial advice in any form.

You are aware that the Merchant Account is not a bank account, payment account, electronic money account or interest-bearing account and it cannot be associated with these types of accounts and their benefits, including, but not limited to, payment of interest, protection by law, deposit and investment insurance.

27. Force Majeure

UPay shall not be liable or responsible to you, or be in breach of these Terms, for any failure, delay, interruption or unavailability in the provision of Services or the performance of our obligations hereunder, if and to the extent the foregoing is caused by or results from acts beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any Fork or vulnerability affecting the underlying software protocols governing the operation of any Digital Asset from time to time; (e) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; (f) action by any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction; or (g) other circumstances affecting the supply of goods or services.

28. Tax & Regulatory Matters

We do not make any representation, warranty or otherwise whether the transactions that you carry out through our Services will be subject to any taxation of whatever nature by any authority anywhere in the world. You should obtain independent advice with respect to all Tax and other implications concerning such transactions and/or the use of our Services.

It is your sole responsibility to determine what (if any) Taxes apply to you in connection with any transactions and/or the use of our Services. You are solely responsible for the assessment, collecting, reporting, payment and/or remittance of the correct Taxes to the relevant competent tax authority in respect of your transactions and use of our Services. We are not obligated to, nor will we, provide any tax advice to you, determine whether Taxes apply, and we will not calculate, collect, pay or remit any Taxes to any tax authority arising from any transactions, which is strictly your sole liability unless a tax authority and/or Applicable Law requires us to make any form of deduction or payment in respect of the Tax for which you are liable. In the latter case, you shall increase the amount payable to make up such deduction or payment so we receive the same amount as we would have received if no deduction or payment had been required. We may make such deduction and/or payment to a relevant competent tax authority and you shall indemnify and reimburse us for such payment/deduction and any costs relating to the same, and agree that we shall be entitled to set off such payment in accordance with this Clause 28 from any amounts due to you. In the event a tax authority requires information from us in relation to you and/or a transaction, you hereby agree that we may provide such requested information.

We do not make any representation or warranty regarding any requirement for you to register, obtain or maintain any kind of licence, authorisation or other consent from any Regulatory Authority anywhere in the world in connection with your use of our Services. You should obtain independent advice with respect to your regulatory standing and you shall be solely responsible for your own compliance with any regulatory rules that may apply to you.

29. Release

We are not responsible and will not become involved in any disputes between users of our Services. If you have a dispute with any other users, you release us, our affiliates and our third-party service providers, as well as each of our and their respective past, current and future officers, directors, agents, employees and representatives, from any and all claims, demands and damages (actual or threatened) arising out of or in any way connected with such dispute.

Where we are required pursuant to Applicable Law to become involved in any dispute between you and another user of our Services, you agree to indemnify us for all costs and expenses (including legal fees) that we may incur.

30. FAQs

If you have any questions about these Terms, the Agreement or our Services, you may wish to consult the FAQ page on the Site or alternatively contact our helpdesk at [support@upay.com].

31. General

(a) Subcontracting

We are entitled to make use of third parties as subcontractors or to provide services to us that we use in connection with the provision of our Services to you, and to change those third parties from time to time.

(b) Amendments

We may amend these Terms from time to time in our sole discretion due to changes to our Services, regulation and/or for any other reason. If we do, we will post the updated version of these Terms on the Site and you are sole responsible for checking the latest version from time to time.

Any amendments to the Terms shall take effect immediately after posting the updated version of these Terms on the Site unless otherwise notified by us. You continued use of our Services following the effective date of such amendments shall constitute your acceptance of the amendments. If you do not agree to any amendments to these Terms, you should cease using our Services and close your Merchant Account. Please check our Site for the latest version of these Terms each time you access our Services so that you are familiar with the version that applies at that time.

(c) Third Party Payments

We will remit Settlement Amounts only to a Designated Bank Account held in the Merchant's own name, unless otherwise agreed in writing following UPay's compliance review and permitted by Applicable Law.

(d) Assignment, Successors and Assignees

These Terms shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. UPay may assign, transfer or otherwise deal with its rights under these Terms without your prior written consent. If you are not satisfied with any assignment, transfer or other dealing as contemplated by this Clause 31(d), you should stop using our Services immediately. You may not assign, transfer or otherwise deal with your rights and/or obligations under these Terms without the prior written consent of UPay, such consent to be subject to UPay's sole and absolute discretion. Any assignment, transfer of rights under this Terms or the creation or variation of any interest in such rights in violation of this Clause 31(d) shall be null and void.

(e) No Partnership or third party rights

These Terms do not create any agency, partnership, employment or fiduciary relationship between you and UPay. Save as expressly provided in these Terms, these Terms do not confer any third party rights.

(f) Severability

If the whole or any part of a provision of this Terms is void, unenforceable or illegal in a jurisdiction, it shall be deemed severed for that jurisdiction. The remainder of this Terms shall remain in full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Terms or is contrary to public policy.

(g) Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America. To the extent permitted by applicable law, any dispute, controversy, difference or claim arising out of or relating to these Terms, including their existence, validity, interpretation, performance, breach or termination, or any non-contractual obligations arising out of or relating to them, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator, and the language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.

(h) Remedies cumulative

The rights, powers and remedies provided in this Terms are cumulative with and not exclusive of the rights, powers or remedies provided by laws.

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