Merchant Terms of Service

Last updated: 28 August 2026 · previous version (22 August 2026)

Please read these Merchant Terms of Service ("Terms") carefully. They form a binding agreement between you and Aristokrates OÜ and govern your access to and use of AgentaOS as a merchant. By creating an account, clicking to accept, or using the Service, you accept these Terms and the documents they incorporate by reference, our Privacy Policy, Data Processing Agreement, pricing, and any acceptable-use or restricted-products policy we publish. If you do not agree, do not use the Service. If you are entering into these Terms for a company or other legal entity, you represent that you have authority to bind it.

1. Who we are

AgentaOS (agentaos.ai) is operated by Aristokrates OÜ, a private limited company registered in Estonia under registry code 16961316, with its registered office in Estonia, European Union ("AgentaOS", "we", "us", "our"). "You" or "Merchant" means the individual or entity that registers for or uses the Service to sell Products. You can reach us at [email protected].

2. Definitions

• Account: your AgentaOS merchant account.
• Account Content: the Products, files, text, images, marks, pricing, policies, and other materials you upload, configure, or make available through the Service.
• Balance: the amount contractually payable by us to you in respect of your sales, net of Fees, taxes, refunds, Chargebacks, Reserves, and other applicable amounts, as described in Section 10. A Balance is a claim against us and not funds we hold for you.
• Buyer or End Customer: a person or entity that purchases a Product through the checkout.
• Chargeback: a reversal, dispute, or claim of a payment initiated through a card network, bank, or other payment method.
• Confidential Information: non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.
• Fees: the commissions, per-transaction charges, and other amounts payable for the Service, as set out in Section 7.
• Merchant of Record (MoR): AgentaOS (or a designated affiliate or partner) acting as reseller and seller of record for your Products to Buyers.
• Payment Partner: a licensed third party (for example, a Payment Service Provider, Electronic Money Institution, bank, or e-money or stablecoin issuer) that provides regulated payment, e-money, custody, or settlement services in connection with the Service.
• Payout: the net amount payable by us to you for transactions processed through the Service, after deduction of Fees, applicable taxes, refunds, Chargebacks, Reserves, and other permitted amounts.
• Service Package: a named service offering at a fixed price, with a defined deliverable and a defined delivery window, which we have approved in your dashboard for sale through the Service under Section 27.
• Product: a productized digital offering you make available for sale through the Service, including software, SaaS, libraries, AI agents, code, API access, digital goods, templates, downloads, online courses, memberships, digital content, subscriptions, and licences. Pure human or professional services (such as consulting, coaching, or custom project work) are not Products, except: (a) where they are clearly ancillary to a digital Product and sold together with it as a limited, standardised package, as described in Section 6; or (b) where we have approved your account to sell them as Service Packages under Section 27, in which case an approved Service Package is a Product for the purposes of these Terms. Custom or project-based work built for a specific client is never a Product.
• Reserve: a portion of your Balance we hold to cover actual or anticipated refunds, Chargebacks, Fees, or other liabilities.
• Self-Billed Invoice: an invoice we issue in your name, on your behalf, to document amounts payable by us to you (see Section 8).
• Service: the AgentaOS platform, checkout, dashboard, APIs, agent-payment interfaces, and related tools and services.
• Stablecoin: a regulated electronic-money token used for settlement or Payout, such as EURC or USDC.
• Website: agentaos.ai and its subdomains.

3. The Service and the roles of the parties

AgentaOS acts as your Merchant of Record. For each transaction, AgentaOS is the reseller and seller of record to the Buyer. You appoint AgentaOS as your non-exclusive reseller and Merchant of Record for the Products, and you grant us a non-exclusive, worldwide, non-transferable right and licence, for the term of these Terms, to market, promote, and resell the Products to Buyers, to facilitate access to and delivery of the Products to Buyers, to collect payment from Buyers, to calculate, collect, and account for applicable consumption taxes, and to act as seller of record for all sales of the Products made through the Service. You retain all ownership of the Products and their intellectual property, and we acquire no ownership rights in them. The checkout accepts payments from human Buyers (including by card, Apple Pay, and Google Pay) and, where you enable it, from autonomous software agents through supported agent-payment protocols.

You remain the owner, licensor, and provider of the Products and are solely responsible for their creation, delivery, quality, lawfulness, and support, and for any promises you make to Buyers. Except as seller of record, we are not a party to any separate agreement between you and your Buyers, and we do not endorse, guarantee, or assume responsibility for any Product. We may engage affiliates and Payment Partners to provide parts of the Service.

Most merchants use our Merchant-of-Record service, described in these Terms. Some merchants instead use only our direct crypto and settlement rails and are not onboarded as Merchant of Record; Section 26 sets out how these Terms apply to that service, and the Merchant-of-Record provisions (including Sections 8 and 9 and the Merchant-of-Record settlement provisions of Section 10) do not apply to it.

4. Your account and eligibility

To use the Service you must be at least 18 years old and able to enter into a binding contract, and, where you act for an entity, have authority to bind it. You agree to provide accurate, current, and complete information during registration and to keep it up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your Account. You must notify us promptly of any unauthorised use. Unless we agree otherwise, you may hold one Account unless we agree otherwise in writing. We may refuse, limit, condition, suspend, or close an Account at our reasonable discretion, including as described in Section 5. The Service is offered for use in the course of a trade, business, craft or profession, and you may register as an individual or as a company. Where mandatory consumer-protection law nevertheless applies to you, nothing in these Terms excludes or limits the rights it gives you, and those rights prevail over any conflicting provision of these Terms.

5. Verification, compliance and sanctions

Before and during your use of the Service, we and our Payment Partners may require identity and business verification ("know your customer" and "know your business") and supporting documentation, and may carry out ongoing due diligence. We may refuse, limit, condition, suspend, or close an Account, delay or withhold a Payout, or decline a transaction to comply with applicable law, including anti-money-laundering (AML), counter-terrorist-financing, and sanctions requirements, or to manage risk.

You represent and warrant that you, your beneficial owners, and your Products comply with all laws that apply to you; that you are not located in, or ordinarily resident in, a comprehensively sanctioned territory; and that you are not subject to any sanctions or on any prohibited-persons list. You must provide the information we reasonably request, and failure to do so may result in suspension or termination.

6. Acceptable use and prohibited products

The Service is built for productized digital offerings, meaning things a Buyer can buy ready-made rather than bespoke work delivered by hand. You may use the Service to sell:

• software, SaaS, libraries, AI agents, code, and API access;
• digital products such as templates, tools, plugins, ebooks, and downloads;
• online courses, memberships, and digital content;
• subscriptions and access rights to digital services; and
• limited, standardised setup, configuration, or onboarding packages, but only where they are clearly secondary to a digital Product and sold together with it; and
• Service Packages, but only where we have approved your account to sell them under Section 27.

You must sell lawfully and in accordance with these Terms. We maintain a list of accepted and restricted product categories, which we may update from time to time, and we may decline, remove, or restrict any Product at our reasonable discretion.

You may not use the Service to sell, facilitate, or process, among other things:

• illegal goods, services, or content, or anything that infringes third-party rights (including counterfeit or intellectual-property-infringing items);
• regulated goods or services offered without the licences or approvals the law requires;
• weapons, controlled drugs, or related paraphernalia; gambling or lotteries offered without the required licence;
• sexually exploitative material, in particular any material involving minors;
• fraudulent, deceptive, or misleading offers; pyramid, Ponzi, or "get rich quick" schemes; unlicensed financial, investment, or money-transmission services;
• malware, credential harvesting, or services designed to breach security or privacy;
• content promoting hate, violence, or terrorism;
• pure professional or human services whose main value is your time or expertise, including consulting, advisory, coaching, and mentoring, unless we have approved your account to sell them as Service Packages under Section 27; regulated legal, financial, tax, investment, insurance, medical, and other regulated professional advice may not be sold through the Service in any case;
• standalone marketing, SEO, social-media, or advertising services, unless we have approved your account to sell them as Service Packages under Section 27;
• custom or project-based work built for a specific client, including bespoke website, app, or software development, and one-off or agency-style implementation projects;
• physical goods or anything requiring physical delivery;
• offerings with no bona fide digital Product, such as standalone community access, sponsorships, or donations; and
• any product or activity that we determine, acting reasonably, presents unacceptable legal, regulatory, fraud, or reputational risk, or that violates card-network or Payment Partner rules.

You must not misuse the Service, including by circumventing security or usage limits, scraping, reverse engineering, introducing malicious code, or imposing an unreasonable load on our infrastructure. Where you enable agent payments, you are responsible for configuring and enforcing appropriate guardrails (such as spending limits, approved counterparties, and rate limits) and for ensuring automated transactions comply with these Terms and applicable law. We may report unlawful activity to the authorities.

7. Fees and payments

You agree to the Fees set out below. We may update them under Section 22. Fees apply to the gross transaction amount and are deducted from your settlement, so you never invoice or pay us separately. Your Fees also fund our work as Merchant of Record, including tax registration, collection, remittance and invoicing, which are not billed separately.

Card surcharges, which reflect the higher network cost of those cards:

Optional paid features may carry additional charges. We will give you prior notice before charging for a new paid feature.

Percentage fees apply in any currency, and the fixed per-transaction amount is charged in the currency of the sale (for example, €0.40 on a euro sale, or $0.40 on a dollar sale). The Pro monthly fee is billed in euros.

The card Fee covers standard card processing and subscription billing. The premium-card fee above is a flat rate that reflects the higher network cost of those cards. Other genuine pass-through costs, such as currency conversion and foreign-exchange, are charged at the Payment Partner's or provider's actual cost, with no markup, and are itemised in your dashboard. Fees are deducted from the amounts we collect on your behalf before Payout. Fees are stated exclusive of any taxes that may apply to the Fees themselves; where such taxes apply, you are responsible for them. If your Balance is insufficient to cover amounts you owe us, you must pay them on demand, and you authorise us to set them off against your Balance, Reserve, or future Payouts.

There are two moments when a Fee applies. First, when you make a sale: the transaction Fee above is deducted from that sale. Second, when you withdraw your Balance: a 1% processing Fee applies, plus the destination’s own cost passed on at cost. No other Fee is charged in between, and holding a Balance is free. Where a Fee passes on a third-party cost, it is charged at that provider’s actual cost with no AgentaOS markup.

Payout costs by destination, passed on at cost:

Every payout is itemised on your statement, so you can always see the processing fee and any corridor cost separately.

8. Self-billing of payouts

As Merchant of Record we resell your Products, and the value of your supply to us corresponds to your Payout. To document that supply, you appoint us and agree to a self-billing arrangement: we issue Self-Billed Invoices (or, where you are not registered for VAT, payout statements) in your name, on your behalf, that record the amounts payable by us to you (that is, your net Payout after Fees and any applicable taxes, refunds, and Chargebacks). You will not issue your own invoice to us for the same supply.

Where you and we are both VAT-registered businesses in the European Union, supplies between us may be treated under the reverse-charge mechanism, provided your VAT identification number is valid (as verifiable through the EU VIES system). You must keep your tax registration and business details accurate and current, and tell us promptly if you cease to be VAT-registered or your details change, as this may affect how invoices and taxes are handled.

Each Self-Billed Invoice and payout statement is made available to you through the dashboard and is deemed accepted unless you notify us of a good-faith objection within five (5) business days of issue. Together with your payout statement, these documents provide you with a record of the amounts paid to you.

9. Taxes and invoicing

As Merchant of Record, we calculate, collect, and remit applicable sales tax, VAT, GST, and similar consumption taxes on sales to Buyers where we are required to do so. As seller of record, we issue the invoice or receipt to the Buyer in our own name, for the full amount of the sale including any applicable tax. For any transaction processed through the Service, you will not issue an invoice or receipt to the Buyer, make any separate request or demand for payment from them, or collect, charge, or account for tax on that sale.

You remain responsible for your own income, corporate, payroll, and other taxes, and for reporting your income and paying tax in your own jurisdiction. Nothing in these Terms is tax advice; you should take your own advice on your tax position.

10. Payments, settlement and payouts

Buyers pay using supported methods, which may include cards, Apple Pay, Google Pay, bank transfer, and digital assets. AgentaOS is not a bank. Regulated payment, e-money, and custody services are provided by our Payment Partners, which hold Electronic Money Institution (EMI) or Payment Service Provider (PSP) licences. Stablecoins used for settlement and Payouts, such as EURC and USDC, are issued by regulated issuers and are regulated under the applicable stablecoin regime in each jurisdiction, as e-money tokens under the EU Markets in Crypto-Assets Regulation (MiCA) in the European Union, and as payment stablecoins under the GENIUS Act in the United States.

Two settlement models apply, depending on the flow:

• Merchant-of-Record (card) payments: we act as seller of record, so the Buyer pays us for our own sale and the proceeds are our funds, received into accounts held by us with our licensed Payment Partners. We do not receive, hold, or control funds for you or on your behalf, and we provide no payment, e-money, custody or settlement service to you; those regulated services are provided to us by our Payment Partners. Your entitlement is a contractual claim against us for the Payout, and not an interest in any funds we hold.
• Direct crypto payments and connected accounts (including legacy integrations made before Merchant-of-Record onboarding), the flow is non-custodial and self-custodial: your funds remain under your control and we do not hold them.

Payouts are made to your own bank account (in EUR or USD, by bank transfer) or to a digital wallet you designate, in accordance with our payout schedule and any minimum-threshold or verification requirements. Currency conversion, where it applies, is carried out at the provider's cost. You are responsible for the accuracy of your payout details. We are not liable for delays or losses caused by Payment Partners, banks, networks, or by incorrect or incomplete details you provide.

Our obligation to pay is conditional on being paid. Our obligation to make a Payout to you arises, and is limited to, the extent that we have actually received the corresponding funds and are entitled to retain and release them. Where a Payment Partner, bank, card network, acquirer, issuer, regulator, court, or other third party withholds, delays, reverses, freezes, deducts, or refuses to release funds attributable to your sales, for any reason, the corresponding Payout obligation is suspended for as long as that situation continues and is reduced by any amount we do not receive or are required to return, except to the extent the situation results from our own breach of these Terms, our negligence, or our failure to comply with a Payment Partner or network requirement. We will tell you when we become aware of such an event and will use reasonable efforts to have the funds released, and we will pay you what we receive once we are entitled to release it. Where funds we receive are insufficient to meet all amounts attributable to merchants, we may allocate the shortfall between affected merchants pro rata to the amounts attributable to each, and no merchant has a claim to any particular funds.

When a Payout falls due. A Payout falls due on the date given by the payout schedule published in your account, or if later, on the date the conditions in Sections 10, 11, 12 and, where it applies, 27 are satisfied.

Your Balance is not a deposit. A Balance is a contractual amount that may become payable to you under these Terms. It is not a deposit, is not a bank or e-money account held for you by us, is not held on trust or in escrow, and does not make us your trustee, fiduciary, or agent for those funds. No interest accrues on a Balance, Reserve, or held amount, and you have no claim to interest, investment return, or any specific funds.

Requirements imposed on us pass through to you. Where a Payment Partner, card network, acquirer, regulator, or other third party imposes on us a requirement, hold, reserve, limit, condition, or deadline that relates to your Account or your sales, we may apply it to you immediately and for as long as it applies to us, and doing so is not a breach of these Terms.

11. Reserves and holds

We may require a rolling or fixed Reserve, or otherwise hold or delay funds, where reasonably necessary to manage risk, for example, to cover actual or anticipated refunds, Chargebacks, Fees, a negative Balance, suspected fraud, or legal or regulatory obligations. Where practicable, we will tell you the amount and the basis of a Reserve. We release Reserves in line with our risk assessment and applicable rules. You authorise us to deduct amounts you owe us from your Balance, Reserve, or future Payouts, and any negative Balance is due and payable on demand.

Scope of withholding. We may withhold, hold, or delay all or any part of your Balance, up to 100% of it and for as long as the relevant risk or obligation subsists, where any of the following applies: actual, anticipated, or elevated refunds or Chargebacks; a negative Balance or any amount you owe us; suspected or established fraud, money laundering, sanctions exposure, or other unlawful activity; a breach or suspected breach of these Terms, of our acceptable-use rules, or of card-network or Payment Partner rules, that is reasonably likely to result in loss to us, to a Buyer, or to a Payment Partner; incomplete, failed, or expired verification; a third-party claim, court order, insolvency event, or regulatory or law-enforcement request affecting you or the funds; a requirement imposed on us under Section 10; or your Account being suspended or terminated. Where the amount at risk can reasonably be quantified, we will limit the withholding to that amount together with a reasonable margin for related costs; where it cannot yet be quantified, we may withhold in full until it can. We will tell you the basis of a withholding where practicable and lawful, review it periodically, and release any part no longer required. Withholding under this Section is not a penalty. Where a withholding, hold or Reserve is finally found not to have been permitted under Section 10 or this Section 11, the amount concerned carries interest at the statutory rate for late payment in commercial transactions under Estonian law, from the date it would otherwise have been payable to you until it is paid; no interest accrues on any other held amount. We will not withhold for longer than the relevant risk or obligation reasonably requires, and where a withholding has continued for more than 180 days we will, on your written request, review it and give you our reasons and the conditions for its release.

Amounts you owe us. Amounts due to us are payable on demand and without set-off or deduction by you. If you do not pay when due, we may charge interest at the statutory rate for late payment in commercial transactions under Estonian law, together with our reasonable costs of recovery, including collection and legal costs, to the maximum extent permitted. We may set off any amount you owe us against any amount we owe you, under these Terms or otherwise, and across every Account you hold or control with us, and we may retain a Reserve or continue a withholding after termination for as long as any risk or obligation under this Section subsists.

12. Refunds and chargebacks

As seller of record, we administer all refunds, disputes, and Chargebacks in accordance with applicable law, card-network and Payment Partner rules, and your published refund policy. You determine your refund policy and eligibility, but we may issue a refund without your instruction where required by law, to comply with network rules, or to prevent fraud or loss.

You bear the cost of refunds and Chargebacks on your sales, together with any related fees, and you authorise us to deduct them from your Balance, Reserve, or future Payouts. You will cooperate with us and provide evidence to help contest illegitimate Chargebacks, and you will provide the evidence we request for any dispute within 5 business days of our request. Where you do not, we may treat the dispute as lost, charge the resulting amount and fees to you, and take it into account in setting Reserves. You will also keep, and give us on request, records capable of evidencing delivery and access for each sale, including what was delivered, when, and to whom. Excessive refunds or Chargebacks may result in Reserves, additional fees, or suspension or termination.

13. Support and maintenance

We provide support through the channels described on the Website, on a best-effort basis during our business hours, without a guaranteed response time. We may modify, maintain, update, or discontinue features of the Service, and may carry out scheduled or emergency maintenance, giving advance notice where reasonably feasible. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free.

14. Intellectual property

We and our licensors own all rights in the AgentaOS platform, software, documentation, and brand, and no rights are granted to you except as expressly set out here. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for its intended purpose during the term.

You retain all rights in your Products and Account Content. You grant us a worldwide, royalty-free, non-exclusive licence to host, store, use, reproduce, adapt (for formatting and display), and publicly display your Products, marks, and Account Content, and to resell your Products as seller of record, in each case as needed to operate and provide the Service, including to run the checkout, issue invoices, provide support, and, where you enable it, promote your checkout. If you give us feedback or suggestions, you grant us a perpetual, royalty-free right to use them without restriction.

15. Third-party services and links

The Service relies on third parties, including Payment Partners, cloud hosting, and analytics providers, whose own terms may also apply to you. The Service may contain links to or content from third parties, provided "as is" and without warranty. We are not responsible for the acts, omissions, availability, content, or products of any third party.

16. Confidentiality

Each party will keep the other's Confidential Information confidential, use it only to perform these Terms, and protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party, and do not prevent disclosure required by law or a regulator, provided (where lawful) the other party is notified.

17. Data protection

We process personal data in accordance with our Privacy Policy. Our role depends on the data: we act as a controller for personal data we determine the purposes of (including data about website visitors and merchants, and Buyer data we handle as seller of record for payment, tax, invoicing, and fraud prevention), and as a processor where we process personal data on your documented instructions for merchant-directed features (such as analytics or AI features run on your own data). That processor relationship is governed by our Data Processing Agreement, which forms part of these Terms. You are responsible for your own privacy obligations to your customers and for having a lawful basis for any personal data you provide to us.

18. Disclaimers

To the fullest extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet your requirements or be uninterrupted, secure, or error-free. We are not responsible for the content, quality, delivery, legality, or compliance of your Products. Nothing on the Service is legal, tax, financial, or investment advice.

19. Limitation of liability

19.1 Liability that cannot be limited. Nothing in these Terms excludes or limits either party's liability for fraud or fraudulent misrepresentation, intentional breach, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. The remainder of this Section 19 takes effect subject to this paragraph.

19.2 Allocation of risk. The Fees have been set on the basis of the allocation of risk in these Terms, and in this Section 19 in particular. These limitations are an essential basis of the bargain between us, and the Service would not be offered on these Fees without them.

19.3 Excluded losses. To the fullest extent permitted by law, we are not liable, whether in contract, delict or tort (including negligence), for breach of statutory duty, in restitution or otherwise, for any of the following, whether direct or indirect and whether or not foreseeable: loss of profit, revenue, turnover, sales, income, business or business opportunity; loss of anticipated savings; loss or corruption of data; loss of goodwill or reputation; wasted expenditure or management time; loss arising from business interruption; or any indirect, incidental, special, consequential, exemplary or punitive loss.

19.4 Aggregate financial cap. Subject to 19.1, our total aggregate liability arising out of or in connection with the Service and these Terms, however arising, will not exceed the greater of (a) five thousand euro (€5,000) and (b) the Net Fees charged to you in the six (6) months immediately before the first event giving rise to the claim. Net Fees means the Fees charged to you in that period, less all amounts we paid or became liable to pay to Payment Partners, acquirers, card networks, issuers or banks in respect of the same transactions, including processing, interchange, scheme, settlement, payout and currency-conversion fees. We will provide a summary of that calculation within 30 days of your written request, and if you dispute it and it is found to be materially wrong, we will have it verified by an independent accountant at our cost. Where a series of connected events gives rise to more than one claim, they are treated as a single claim arising on the date of the first of them, and the cap applies once across all of them. This cap does not apply to a claim for payment of a Balance we have actually received; such a claim is instead limited by 19.5, and our rights under Sections 10, 11 and 12 apply to it as a defence.

19.5 Funds we have not received. Our liability in respect of any Payout, Balance, or funds attributable to your sales is in every case limited to the amount we have actually received in respect of those sales. We are not liable for any amount that we have not received, that we have received and are required to return, refund, reverse or pay to a Buyer, a Payment Partner, a card network, a tax authority or any other third party, or that is withheld, delayed, frozen or deducted by any of them. This limit operates independently of, and is not increased by, any other limit in these Terms.

19.6 Permitted acts and third parties. We are not liable for any loss arising from a withholding, hold, Reserve, suspension, delay, termination or non-payment made or applied in accordance with Sections 10, 11, 12, 21 or 27, nor for any act, omission, failure, insolvency or decision of a Payment Partner, bank, card network, acquirer, issuer, regulator, court or other third party.

19.7 Notice and time limit for claims. You will notify us in writing of any claim arising out of or in connection with the Service or these Terms as soon as reasonably practicable after you become aware of the facts giving rise to it, so that we can investigate it while the evidence is available. Failure to do so does not extinguish the claim, but you may not recover loss that prompt notice would have avoided. Subject to that, and to the fullest extent permitted by law, you must commence proceedings in respect of a claim within twelve (12) months of the date on which you became aware of the facts giving rise to it. This paragraph does not apply to a claim for payment of a Balance we have actually received, to a claim falling within 19.1, or where a longer period is mandatory under applicable law.

19.8 Application. The limitations in this Section 19 apply to every claim however it arises, whether in contract, delict or tort, under statute or otherwise; they apply for the benefit of AgentaOS, its affiliates, and their respective officers, employees and contractors, and you will bring any claim arising out of or in connection with the Service against us rather than against them; and each of them operates separately, so that if any is held unenforceable the others continue to apply.

20. Indemnification

You will indemnify, defend, and hold harmless AgentaOS, its affiliates, and their staff from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: your Products or Account Content; your breach of these Terms or of any law or third-party right (including intellectual-property and consumer-protection law); taxes for which you are responsible; and any misrepresentation you make. We will notify you of the claim, allow you to control its defence (subject to our right to participate with our own counsel), and cooperate reasonably; you may not settle a claim in a way that imposes any obligation on us without our consent.

21. Term, suspension and termination

These Terms take effect when you create an Account or first use the Service and remain in effect until the Account is closed. You may stop using the Service and ask us to close your Account at any time.

We may suspend or limit your access to the Service, or to a Payout, immediately and without prior notice where reasonably necessary, for example, for a breach of these Terms, a failed or incomplete verification, suspected fraud or illegality, unacceptable risk, or a legal or regulatory requirement, and we may terminate these Terms on reasonable notice. On termination, we stop selling your Products, and we settle undisputed Payouts subject to Fees, Reserves, holds, and run-off. Because refunds and Chargebacks can arise after a sale, we may retain a Reserve for a reasonable period after termination to cover them. Provisions that by their nature should survive, including accrued Fees, Sections 8, 9, 10, 11, 12, 14, 16, 17, 18, 19, 20, 23, 25, 26 and 27, survive termination. In particular, our rights to withhold, hold, reserve, deduct and set off, and to recover Chargebacks and amounts you owe us (including under 27.8), survive and remain exercisable after termination for as long as the relevant risk or obligation subsists.

22. Changes to these Terms

We may amend these Terms from time to time. For material changes, we will give you at least 30 days' notice (by email or through the dashboard) before they take effect. We may make changes with immediate effect where the change is to your advantage, adds a new optional feature you are not required to use, or is required by law, a regulator, a Payment Partner, or for security. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree to a change, you should stop using the Service and close your Account before it takes effect.

23. Governing law and disputes

You represent that you use the Service in the course of a trade, business, craft or profession, and you accept these Terms in that capacity. Where, exceptionally, mandatory consumer-protection law applies to you notwithstanding that representation, it prevails over any conflicting provision of these Terms and the remainder of these Terms continues to apply. These Terms are governed by the laws of Estonia, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith negotiation. If they cannot, the dispute will be subject to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia, except where mandatory consumer-protection law grants you the right to bring proceedings in your place of residence.

24. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations already due) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strikes, failures or interruptions of the internet, networks, banks, Payment Partners, or utilities, and acts of government or regulators. The affected party will use reasonable efforts to mitigate the effect.

25. General

These Terms, together with the documents they incorporate by reference, are the entire agreement between you and us regarding the Service and supersede any prior agreement on that subject. If there is a conflict, the Data Processing Agreement governs data-processing matters and these Terms govern the rest. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder stays in effect. Our failure to enforce a right is not a waiver of it. You may not assign or transfer these Terms without our prior written consent; we may assign them to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets. The parties are independent contractors, and nothing here creates a partnership, joint venture, or agency beyond our role as Merchant of Record. Notices to us should be sent to [email protected]; we may give notice to you by email or through the dashboard. These Terms are drawn up in English, which is the controlling language.

26. Direct crypto and settlement service (non-Merchant-of-Record)

Some merchants use only our direct crypto payment and settlement rails, for example, accepting crypto payments that settle to an account or wallet they control through a licensed e-money or settlement partner, and are not onboarded as our Merchant of Record (the "Direct Service"). Where you use the Direct Service, the following applies and prevails over any conflicting provision of these Terms:

• Our role. We act solely as a technology and payment-infrastructure provider. We are not the Merchant of Record, reseller, or seller of record, and we do not sell or resell your Products.
• You are the seller. You contract directly with your customers and are solely responsible for that relationship, for issuing your own invoices and receipts, and for calculating, collecting, reporting, and remitting all applicable taxes (including VAT and GST) on your sales. Sections 8 (self-billing) and 9 (taxes and invoicing) do not apply.
• Non-custodial settlement. The flow is non-custodial and self-custodial: payments settle directly to the account or wallet you control through the relevant partner, and we do not take custody of, hold, or control your funds. The Merchant-of-Record settlement provisions of Section 10 do not apply.
• Refunds, disputes, and compliance. You are responsible for refunds and disputes with your customers and for your own regulatory, consumer-protection, licensing, and compliance obligations. Section 12 applies only to the extent we operate a dispute or support process for the Direct Service.
• Fees. Fees for the Direct Service are the applicable rails and settlement fees published by us or agreed with you, rather than the Merchant-of-Record pricing.
• Everything else still applies. All other Sections of these Terms, including your account (4), verification and sanctions (5), acceptable use (6), intellectual property (14), third parties (15), confidentiality (16), data protection (17), disclaimers (18), limitation of liability (19), indemnification (20), term and termination (21), changes (22), governing law (23), force majeure (24), support (13), and general provisions (25), continue to apply to the Direct Service, as do Sections 26 and 27 where relevant. Because we hold no Balance for you in the Direct Service, Section 11 applies only to amounts you owe us and to our rights of deduction and set-off, and not to the holding of sale proceeds.

27. Service Package sales

27.1 When this section applies. Approval to sell Service Packages is granted at our sole discretion, to a limited number of accounts, and may be closed to new accounts at any time. This section applies only if we approve your account to sell Service Packages: named service offerings (such as design, development, marketing or consulting work) at a fixed price, with a defined deliverable and a defined delivery window that starts when we confirm the Buyer’s order unless the checkout states otherwise, as approved in your dashboard. It takes effect when you accept it expressly at activation, and it prevails over Sections 7, 10, 11 and 12 only to the extent expressly stated in this Section 27. In all other respects those Sections continue to apply in full, including our rights under Sections 10, 11 and 12 to make payment conditional on receipt, to withhold, hold, delay, Reserve and set off, and to recover amounts you owe us; the Reserve in 27.7 is a minimum that applies in addition to, and does not limit, those rights. If you do not sell Service Packages, this section does not apply to you.

27.2 Structure. For each Service Package sale, you sell the package to us and we resell it to the Buyer as Merchant of Record. The Buyer’s purchase contract is with us; your contract is these Terms. You remain free to sell your services anywhere else, on any terms, outside the Service; Buyers you bring to the Service remain your own, and no exclusivity applies.

27.3 Only approved packages. Only the Service Packages approved in your dashboard may be sold through the Service. Hourly work, open-ended retainers where the deliverable or scope is not defined in advance, and engagements quoted per customer are not Service Packages and may not be sold through the Service. A Service Package may recur, provided each period has a fixed price, a defined deliverable and a defined delivery window, in which case each period is treated as a separate sale for the purposes of 27.5 to 27.8. The advertised price and the checkout price of a package must be the same number everywhere they appear.

27.4 Independent contractor. You are an independent contractor. Nothing in this section creates employment, partnership, agency or a joint venture between you and us; you supply your own tools, insurance and working arrangements and receive no employment benefits.

27.5 Payout conditions. Notwithstanding Section 10, the Payout of a Service Package sale is released only when both of the following are true: (a) the Buyer’s payment has cleared and is not disputed; and (b) delivery is confirmed under Section 27.6. When both are met, the Payout becomes available within 5 business days, subject always to our rights under Sections 10, 11 and 12. Where the Buyer is a consumer with a statutory right of withdrawal, the Payout is released on the later of that date and the expiry of the withdrawal period, because until then the sale can still be unwound at our cost. For this purpose the withdrawal period expires on the later of full performance of the package and 14 days from confirmation of the Buyer’s order, and in any event no later than 60 days from confirmation of the order. This is a purchase-and-resale structure, not escrow, and no interest accrues on amounts held.

27.6 Delivery confirmation. Delivery of a package is confirmed by the first of: (a) the Buyer’s written confirmation; (b) your delivery evidence submitted to us, followed by 7 days without a Buyer objection, and on receiving your evidence we notify the Buyer, stating that window, with the notice and any reply forming part of the dispute record; or (c) delivery records in a system we can reasonably verify. A Buyer objection pauses confirmation until resolved. A package not delivered within its delivery window plus 14 days is refunded to the Buyer in full, unless the Buyer has agreed in writing to a new date.

27.7 Reserve. In addition to Section 11, a rolling Reserve of at least 10% of each Service Package sale is retained for at least 120 days from that sale’s Payout release, then released; open disputes extend their own amount until resolved. This is a minimum: we may set a higher percentage or a longer period under Section 11 where the risk reasonably requires it.

27.8 Refunds and Chargebacks. Section 12 applies, with the following additions: a sale disputed before Payout is not paid out while the dispute runs, and a lost dispute cancels its Payout; for a Chargeback, refund, or a Buyer’s exercise of a statutory right of withdrawal arising after Payout, you return the amount concerned within 10 business days of our notice, or we may offset it against the Reserve and future Payouts; where a Buyer withdraws after performance has begun but before the package is fully performed, and is therefore liable only for a proportionate part of the price, you keep that proportionate part and return the balance on the same terms; where by law the Buyer is liable for nothing, you return the whole amount on the same terms, and we will tell you the basis on which the Buyer’s liability was determined; you provide delivery evidence for any dispute within 5 business days of our request.

27.9 Fees. The Fees for Service Package sales are the Fees shown in your account, which may include a per-sale minimum. Where your account settings so provide, the Fee is either deducted from your Payout or added at checkout as a separately labelled processing line; every Fee taken appears on your Payout statement.

27.10 Deliverables and warranties. Rights in a deliverable pass to the Buyer when the Buyer has paid and the deliverable has been delivered, to the extent stated in the package description, and they pass through the resale chain in Section 27.2: you grant them to us and we grant them onward to the Buyer. They do not depend on the timing of your Payout. We take no rights in your work other than what is needed to resell the package and to display it at checkout. You warrant that each deliverable is your own work or properly licensed, infringes no third party’s rights, and that your package descriptions and claims shown to Buyers are accurate; you indemnify us against third-party claims arising from the work itself, in addition to Section 20.

27.11 Buyer information. We share with you the Buyer details needed to deliver the package and nothing more; you use them only to deliver, do not market to Buyers without their own consent, and never receive Buyer payment-card data. Section 17 applies.

27.12 Acceptance. This Section binds you when you accept it in any of the following ways, each of which we record: (a) applying to sell Service Packages, or completing verification for them, where this Section and the then-current version of these Terms are identified and linked to you at that point; (b) ticking a box naming this Section; or (c) confirming in writing from your registered account email. We keep a record of the acceptance, including the version accepted and the date, and make it available to you on request. A material change to this Section applies to Service Package sales you make after we have given you notice of it in accordance with Section 22.

Contact

Aristokrates OÜ · Estonia, EU · Registry code 16961316 · EU VAT EE102810130 · [email protected]