Merchant terms of service.

1. General provisions and acceptance

1.1. This document is a public offer of Zephira Technology Limited, a company registered under company number 3184627, business registration number 74928315-000, incorporated in the Hong Kong Special Administrative Region at Unit 2504, 25/F, Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong SAR (the «Provider», «Zephira», «we»), addressed to businesses that wish to accept payments through the Zephira platform (the «Merchant», «you»). It sets out the terms on which the Provider supplies information-technology services for settlements between the Merchant and its customers.

1.2. The Provider is a technology and orchestration layer. It routes orders to licensed banks, payment institutions, electronic-money issuers and peer-to-peer counterparties (the «Partners») that carry out the regulated part of each transaction. The Provider is not the payer, is not a party to the underlying sale, and does not itself issue electronic money.

1.3. Acceptance of this offer occurs when you complete registration, sign the merchant agreement, or send the first order through the API — whichever happens first. From that moment this document, together with the commercial annex agreed during onboarding, forms a binding contract.

1.4. Where the merchant agreement signed at onboarding conflicts with this offer, the merchant agreement prevails for that Merchant. Corridors, methods, limits and timings published on the website are indicative and do not form part of the contract until confirmed in the commercial annex.

1.5. The person accepting this offer warrants that they are of full legal capacity and are authorised to bind the business on whose behalf they register. The platform is offered to businesses only and is not available to consumers acting outside a trade or profession.

1.6. Please read this document before using the platform. If you do not accept it, do not register and do not send orders.

2. Definitions

The following terms are used throughout this document and the personal-data policy:

• Merchant — a legal entity or individual entrepreneur that sells goods, works or services online and uses the platform to accept payment for them.
• Customer — a natural person who pays the Merchant for goods, works or services using the platform.
• Trader — a verified participant of the peer-to-peer network who provides local account details and confirms incoming or outgoing transfers, under a separate trader agreement.
• Partner — a bank, payment institution, electronic-money issuer, acquirer or exchange venue that has a contract with the Provider and performs the regulated leg of an operation.
• Order — a single pay-in or pay-out instruction created through the API or the console.
• Corridor — a combination of market, currency, rail and payment method through which orders are routed.
• Settlement — transfer of the Merchant's balance, by default in USDT, to the wallet the Merchant has nominated and the Provider has verified.
• Console — the Merchant's personal account on the platform: orders, balances, disputes and API keys.
• Balance — funds recorded to the Merchant's account on the platform after deduction of fees, holds and reserves, pending settlement.

3. Registration and verification

3.1. To obtain access, the Merchant completes the registration form, provides details of the websites or applications for which acceptance is requested, and confirms control over them.

3.2. The Merchant passes business verification: corporate documents, ownership and control structure, licences required for its activity, identification of beneficial owners and authorised signatories, and evidence of the source of funds where requested. Access to live volume begins only after verification is complete and the merchant agreement is concluded.

3.3. On completion of registration the Merchant receives credentials for the Console and API keys. The Merchant is responsible for the security of those credentials and for every action performed with them.

3.4. The Merchant must keep the information provided accurate and must notify the Provider without delay of any change of ownership, control, licensing status, business model, website or settlement wallet.

3.5. The Merchant may not transfer, share, assign, sell, lease or otherwise dispose of its account or credentials to third parties, and may not register an account in the interest of an undisclosed third party. Use of one account by several businesses is prohibited.

3.6. Where the Provider establishes that an account has been shared, sold or used for undisclosed traffic, it may, without prior notice, suspend or block access to the Console, suspend operations, withhold funds pending investigation, and terminate service. Amounts withheld are limited to what is reasonably required to cover chargebacks, penalties, refunds and claims connected with the breach, and the period of the hold is set by reference to the scheme and Partner claim windows.

4. The service

4.1. Within the platform the Provider organises acceptance of payments in favour of the Merchant through the Partner network, transmits the resulting balance for settlement, and assists with technical integration.

4.2. The Console shows orders, statuses, balances and the fees withheld, in near real time. Console data is informational; the authoritative record of an operation is the Provider's ledger and the Partner's records.

4.3. Corridor availability depends on the Merchant's category, jurisdiction and licensing, on the outcome of risk review, and on the rules applied by Partners and local regulators. A corridor may be changed, suspended or withdrawn where a Partner or a regulator changes its own rules, and the Provider will notify the Merchant of material changes as soon as practicable.

4.4. The Provider may modify or extend the functionality of the platform, perform maintenance, and suspend the technical means that support the service where this is required for security or stability. Planned maintenance is announced through the Console.

4.5. Timings published for a corridor, including T+0 settlement, describe normal operation. They do not apply to orders held for compliance review, to operations disputed by a Partner, or to periods when a local rail is unavailable.

5. Intellectual property and licence

5.1. The platform, the Console, the API, the documentation, and the trade marks, names and design of Zephira remain the property of the Provider or its licensors. Nothing in this document transfers ownership of them.

5.2. For the term of the contract the Merchant receives a non-exclusive, non-transferable, revocable licence to access the API and the Console for the purpose of accepting payments through the platform, and to use the Provider's name and logo solely to indicate that the payment is processed by Zephira.

5.3. The Merchant may not copy, decompile, reverse-engineer or create derivative works from the platform, may not circumvent its rate limits or access controls, and may not use it to build a competing service.

5.4. The Merchant retains ownership of its own content, data and trade marks, and grants the Provider only the licence necessary to display them where an operation requires it and to perform the service.

5.5. Claims of intellectual-property infringement relating to material displayed through the platform are sent to legal@zephira.io with enough detail to identify the material and the right relied on. The Provider removes or disables the material where the claim is substantiated.

6. Settlement, fees and balances

6.1. The Provider is entitled to a fee for each operation performed through the platform. Fee rates, the minimum settlement amount and the settlement schedule are set out in the commercial annex.

6.2. Unless agreed otherwise, fees are withheld from incoming amounts, and the Merchant's balance is recorded net of them. Partner fees, network fees and conversion spreads are shown separately where the Partner discloses them.

6.3. Settlement is made by default in USDT to the wallet nominated by the Merchant and verified by the Provider. A change of settlement wallet is treated as a security-sensitive event and takes effect only after re-verification.

6.4. The Merchant bears the risk of loss arising from an incorrect wallet address, an unsupported network, or instructions given by a person who obtained the Merchant's credentials otherwise than through the Provider's fault.

6.5. The Provider may set off against the balance any fees, penalties, refunds, chargebacks and documented losses arising from the Merchant's operations or breach of this document.

6.6. The Merchant is responsible for its own tax and accounting obligations arising from operations conducted through the platform.

7. Limits, holds and reserves

7.1. The Provider may set and unilaterally vary limits on the volume, frequency and size of operations, per corridor and per account, where this is required by Partner rules, risk exposure or the Merchant's own verification status.

7.2. The Provider may apply a hold: a temporary suspension of pay-outs, of pay-ins, or of both, in respect of amounts already received or being received. A hold is applied where an operation triggers a monitoring rule, where a Partner or issuer raises a query, where verification data is outdated, or where the volume or profile of traffic diverges materially from what was declared at onboarding.

7.3. A rolling reserve may be agreed in the commercial annex for categories with elevated chargeback exposure. Its rate and release period are stated there.

7.4. The Merchant is notified of a hold through the Console and by email, with the reason and the information required to lift it. The Provider releases the hold once the review is closed, and does not use holds as a means of retaining funds beyond what the underlying risk requires.

8. Chargebacks, disputes and penalties

8.1. The Merchant undertakes to dispute chargebacks and payment claims itself, promptly, and to supply the evidence the Partner requires within the deadline the Partner sets.

8.2. For each chargeback that is not represented or is lost, the Provider is entitled to withhold a handling fee of USDT 25, in addition to the disputed amount and any fine imposed by a Partner or scheme.

8.3. Where the chargeback ratio on an account exceeds the threshold applied by a Partner or scheme, the Provider may reduce limits, increase the reserve, restrict corridors, or suspend acceptance until the ratio returns within the threshold.

8.4. Where the Provider establishes the use of incorrect tracking codes, substituted redirect addresses, artificially inflated traffic, or other technical or organisational means of circumventing the agreed rules of traffic attribution (a «Violation»), the Provider may withhold pay-outs until the Violation is remedied, apply a penalty proportionate to the turnover affected by the Violation, block the account, and terminate the contract in the case of a repeated or material Violation.

8.5. A Violation is recorded in a written notice sent to the Merchant's contact address, stating the facts established and the measures applied. The Merchant may respond with evidence within ten business days, and the Provider reviews that response before the measures become final.

9. Merchant obligations

Throughout the term of the contract the Merchant undertakes to:

• provide accurate information at registration and keep it current, notifying the Provider of changes without delay;
• hold every licence, permission and registration that its activity and its markets require, and to supply evidence of them on request;
• publish clear terms of sale, delivery and refund on the sites and applications for which acceptance is enabled, together with working contact details;
• retain evidence of delivery of goods or provision of services — receipts, logs, correspondence, delivery confirmations — for not less than twelve months from the date of the operation, and to supply it on request from the Provider, a Partner or an issuer;
• route through the platform only the traffic, brands and domains declared at onboarding;
• keep credentials and API keys confidential and manage them securely;
• co-operate with compliance requests within the deadline stated in the request.

10. Restricted and prohibited use

The platform may not be used:

• on non-working sites, parked domains or empty accounts;
• to collect payment credentials of customers, or for any form of phishing, carding or credential harvesting;
• for activity that is unlicensed in the market where it is offered, where that activity requires a licence;
• for goods or services whose sale is prohibited in the Customer's jurisdiction or the Merchant's jurisdiction;
• for material involving minors, human trafficking, or the sale of weapons, explosives, narcotics or prescription medicines outside a licensed channel;
• for the benefit of a person, entity or territory subject to sanctions applicable to the Provider or its Partners;
• to conceal the true beneficiary of the traffic, including through undisclosed white-label or reseller arrangements.

Additional review is carried out where the site or account is unreachable, where contact details are absent, or where the site does not explain how the goods or services are delivered.

10.1. Gambling, betting, forex and crypto-related activity are supported categories on this platform, subject to licensing, corridor availability and the outcome of risk review. Support for a category never displaces the Merchant's own obligation to hold the licences its markets require.

10.2. The Provider may refuse or discontinue service to a Merchant whose activity, while lawful, falls outside the risk appetite of the Partners serving the requested corridor.

11. The trader network

11.1. Part of the corridors operate through a peer-to-peer network in which verified Traders supply local account details and confirm transfers. Traders act under a separate trader agreement covering verification, device binding, holds, penalties and appeals.

11.2. The Merchant has no contractual relationship with an individual Trader. Orders are allocated by the platform, and the Provider remains the Merchant's single counterparty for balances and settlement.

11.3. Where a Trader fails to confirm or misdirects a transfer, the Provider handles the dispute within the network and, where the claim is established, credits the Merchant from the Trader's collateral in accordance with the trader agreement.

12. Financial-crime compliance

12.1. The Provider operates a risk-based programme covering customer due diligence, ongoing monitoring, sanctions and politically-exposed-person screening, and reporting obligations in the jurisdictions where it and its Partners operate.

12.2. The Merchant is screened at onboarding and re-screened periodically. Material changes in ownership, control or activity must be disclosed and may trigger renewed due diligence.

12.3. The Provider, its Partners and issuers may request additional documents and explanations in connection with an operation, and may suspend, block or reverse operations in order to counter money laundering, terrorist financing and fraud. The Provider is not liable for restrictions, blocks or reversals applied by a Partner or an issuer within their own regulatory obligations.

12.4. Requests from law-enforcement and supervisory authorities are handled through compliance@zephira.io.

13. Data protection

13.1. Each party complies with the data-protection legislation applicable to it. The processing of personal data by the Provider is described in the Personal Data Processing Policy published at zephira.io/privacy, which forms part of this contract.

13.2. In respect of the Merchant's own customers, the Merchant is the controller and the Provider acts as processor on the Merchant's documented instructions, save where the Provider processes data to meet its own legal, financial-crime and fraud-prevention obligations, in which case it acts as controller.

13.3. The Provider engages sub-processors for hosting, communication and screening under contracts imposing equivalent obligations, and makes the current list available on request. The Merchant is notified before a new sub-processor begins processing its data.

13.4. Each party notifies the other without undue delay of a personal-data breach affecting the other's data, and co-operates in the notifications the law requires.

14. Warranties and disclaimer

14.1. The Provider warrants that it will supply the service with reasonable skill and care, and that it holds the arrangements with Partners necessary to operate the corridors enabled for the Merchant.

14.2. Except as expressly stated, the platform is supplied «as is» and «as available». The Provider gives no warranty that the service will be uninterrupted or error-free, that a particular corridor will remain available, or that any conversion or approval rate will be achieved.

14.3. Indicative figures published on the website or given during onboarding — corridor counts, approval rates, settlement timings — are estimates based on past traffic and are not a warranty of future performance.

14.4. Some jurisdictions do not allow the exclusion of implied warranties, so parts of this clause may not apply to the Merchant.

15. Liability

15.1. The Provider's obligations are limited to the information-technology support of settlements described in this document and in the merchant agreement.

15.2. The Provider is not a party to the transaction between the Merchant and the Customer and is not liable for the Merchant's performance of it. Customer claims about goods, works or services are addressed to the Merchant directly.

15.3. The Provider is not liable for interruptions caused by Partners, local rails, blockchain networks or communication channels outside its control, nor for losses arising from the Merchant's own breach of this document or from unauthorised access obtained otherwise than through the Provider's fault.

15.4. Neither party is liable for indirect or consequential loss, or for loss of profit. The Provider's aggregate liability is limited to the fees it received from the Merchant in the three months preceding the event giving rise to the claim. Nothing in this document limits liability for fraud, for wilful misconduct, or for any liability that cannot lawfully be limited; some jurisdictions do not allow these limitations, so they may not apply to the Merchant.

15.5. The Merchant indemnifies the Provider against fines and claims imposed by Partners, schemes or authorities which arise from the Merchant's traffic, its breach of this document, or the inaccuracy of the data it supplied.

16. Notices

The Provider may send notices connected with the service in any of the following ways:

• by publication in the Console or on the Provider's website;
• to the email address given at registration;
• to the email address given in a subsequent written request;
• to the postal address given in a subsequent written request.

16.1. A notice given by the first three methods is deemed received one hour after it is sent; a notice sent by post is deemed received three business days after dispatch.

16.2. The Merchant sends notices to support@zephira.io, and requests concerning financial-crime compliance to compliance@zephira.io. Times are recorded in UTC as registered by the Provider's systems.

17. Suspension and termination

17.1. The contract is concluded for an indefinite term and may be terminated by either party on thirty days' written notice, subject to settlement of outstanding balances and to the reserve release period.

17.2. The Provider may suspend service immediately where it is required to do so by a Partner, a regulator or applicable law, where a Violation is established, or where continued service would expose the Provider or its Partners to unacceptable financial-crime risk. The Merchant is notified with the reason.

17.3. On termination the Provider settles the remaining balance after deduction of fees, penalties and any amounts held against chargeback and claim exposure, once the applicable claim windows have expired.

18. Amendments

18.1. The Provider may amend this offer. The current version, with its version number and effective date, is published on this page.

18.2. Material amendments are notified through the Console and by email not less than fifteen days before they take effect, except where an earlier change is required by law, by a Partner or by a regulator.

18.3. Continued use of the platform after an amendment takes effect constitutes acceptance of it. A Merchant that does not accept an amendment may terminate under the termination clause before that date.

19. Governing law and disputes

19.1. This document is governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China.

19.2. The parties attempt to resolve any dispute through a written claim addressed to the other party, which is answered within twenty business days of receipt.

19.3. A dispute that is not resolved through that procedure is referred to arbitration administered by the Hong Kong International Arbitration Centre under its Administered Arbitration Rules in force at the date of the notice of arbitration, before a sole arbitrator, seated in Hong Kong and conducted in English.

19.4. The Provider does not consider Customer claims about the Merchant's performance of a sale. Such claims are addressed to the Merchant.

20. Contacts

Merchant desk and general questions: support@zephira.io
Financial-crime compliance and authority requests: compliance@zephira.io
Personal data: privacy@zephira.io
Intellectual-property and copyright complaints: legal@zephira.io

Zephira Technology Limited
company number 3184627, business registration number 74928315-000, incorporated in the Hong Kong Special Administrative Region
Registered office: Unit 2504, 25/F, Tower 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong SAR