1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant,” “you,” or “your”) and AXPay SARL (Société à responsabilité limitée), registered at Spaces/Regus, 53 Boulevard Royal, L-2449 Luxembourg (“Company,” “we,” “our,” or “us”), regarding your use of our high risk payment gateway services.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree, you may not use our services.

2. Services Description

AXPay provides high risk payment processing services, including:

• Payment gateway and processing for high risk industries
• Multi-currency and cryptocurrency payment acceptance
• Fraud detection and prevention tools
• Transaction monitoring and reporting
• Chargeback management services
• API access and technical integration support

3. Merchant Account Requirements

3.1 Eligibility

To use our services, you must:

• Be a registered legal entity or individual authorized to conduct business
• Provide accurate and complete registration information
• Comply with all applicable laws and regulations
• Operate a legitimate business in a supported industry
• Not be listed on any sanctions or prohibited parties lists

3.2 Application and Approval

All merchant accounts are subject to approval and underwriting. We reserve the right to:

• Request additional documentation and information
• Decline applications without providing reasons
• Terminate accounts that violate these Terms
• Modify terms based on business risk assessment

4. Prohibited Activities

You may not use our services for:

• Illegal activities or products
• Fraudulent or deceptive practices
• Money laundering or terrorist financing
• Transactions violating applicable sanctions
• Unauthorized or counterfeit goods
• Services that violate intellectual property rights
• High-risk activities not approved by AXPay

5. Fees and Payment Terms

5.1 Transaction Fees

You agree to pay all applicable fees as outlined in your merchant agreement:

• Transaction processing fees (percentage + fixed amount)
• Monthly account maintenance fees
• Chargeback fees
• Rolling reserve requirements
• Cross-border and currency conversion fees

5.2 Rolling Reserves

We may maintain a rolling reserve from your transaction proceeds to cover potential chargebacks and refunds. Reserve requirements will be specified in your merchant agreement.

5.3 Settlement

Funds will be settled to your designated bank account according to the settlement schedule in your agreement, typically within 2-5 business days.

6. Chargebacks and Disputes

6.1 Chargeback Process

You are responsible for:

• Responding to chargeback notifications within required timeframes
• Providing compelling evidence to dispute invalid chargebacks
• Paying all chargeback fees
• Maintaining acceptable chargeback ratios (typically below 1%)

6.2 Excessive Chargebacks

If your chargeback ratio exceeds acceptable thresholds, we may:

• Increase your rolling reserve percentage
• Delay settlement periods
• Increase processing fees
• Suspend or terminate your account

7. Data Security and Compliance

7.1 PCI DSS Compliance

You must maintain PCI DSS compliance appropriate for your merchant level. We provide PCI-compliant infrastructure, but you are responsible for your own compliance obligations.

7.2 KYC and AML

You agree to comply with all Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements, including:

• Customer identity verification
• Transaction monitoring
• Suspicious activity reporting
• Record keeping requirements

8. Intellectual Property

All AXPay intellectual property, including our platform, API, documentation, and branding, remains our exclusive property. You receive a limited, non-exclusive license to use our services during the term of this agreement.

9. Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, or consequential damages
• Our total liability shall not exceed fees paid by you in the preceding 12 months
• We are not responsible for third-party actions or service interruptions
• We do not guarantee uninterrupted or error-free service

10. Indemnification

You agree to indemnify and hold AXPay harmless from any claims, damages, or expenses arising from:

• Your breach of these Terms
• Your violation of any laws or regulations
• Your products, services, or business practices
• Customer disputes or chargebacks
• Third-party intellectual property claims

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated by either party.

11.2 Termination by You

You may terminate your account with 30 days written notice, subject to:

• Settlement of all outstanding transactions
• Payment of all fees and charges
• Resolution of all chargebacks and disputes

11.3 Termination by Us

We may terminate or suspend your account immediately if:

• You breach these Terms
• Your chargeback ratio is excessive
• We detect fraudulent activity
• Required by law or card networks
• Your business poses unacceptable risk

11.4 Post-Termination

Upon termination:

• Your access to services will cease
• We may retain funds to cover potential chargebacks (typically 180 days)
• You remain liable for all fees and obligations
• Confidentiality and indemnification obligations survive

12. Force Majeure

We are not liable for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or technical failures.

13. Modifications to Terms

We may modify these Terms at any time. Material changes will be notified via:

• Email to your registered address
• Notice on our website
• In-platform notifications

Continued use of services after modifications constitutes acceptance of new Terms.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the Grand Duchy of Luxembourg, without regard to conflict of law principles.

14.2 Arbitration

Disputes shall be resolved through binding arbitration in accordance with international arbitration rules. Exceptions include:

• Claims for injunctive relief
• Intellectual property disputes
• Small claims court matters

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with your merchant agreement and privacy policy, constitute the entire agreement between parties.

15.2 Severability

If any provision is found invalid, the remaining provisions remain in full effect.

15.3 No Waiver

Failure to enforce any right does not constitute a waiver of that right.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations to any successor entity.

16. Contact Information

For questions about these Terms, contact us:

• Email: hello@axpay.net
• Address: AXPay SARL, Spaces/Regus, 53 Boulevard Royal, L-2449 Luxembourg
• Support: Contact Form