TERMS OF USE

Last updated: October 2025

These Terms of Use (“Terms”) form a legally binding agreement between you (“User”) and NT ECOMTECH LTD, a private limited company incorporated in Cyprus under Registration Number HE 472022, with its registered office at Agiou Athanasiou 20, Flat/Office No. 1 & 2, Agios Athanasios, 4107, Limassol, Cyprus (“Company”, “we”, “our”, “us”). The Company operates and provides the online platform and services under the trade name “ePayClub” (“ePayClub”). References in these Terms to “ePayClub” shall be deemed to refer to the Services provided by NT ECOMTECH LTD under that trade name.

1. Definitions

1.1 For the purposes of these Terms, the following definitions shall apply.

1.2 The term "Services" refers to the payment processing, invoicing, settlement, account, and related services made available through the ePayClub platform.

1.3 The term "User" refers to any individual or legal entity who accesses or uses the Services, including merchants and customers.

1.4 The term "Content" refers to all information, data, text, software, and other materials made available through the Site.

1.5 The term "Applicable Law" refers to the laws of the Republic of Cyprus without limitation to the European Union law including Directive (EU) 2015/2366 on payment services in the internal market (PSD2), the General Data Protection Regulation (GDPR), the Cyprus Data Protection Law 125(I)/2018, and all applicable anti-money laundering legislation, including EU Anti-Money Laundering Directives (AMLD5/6.)

2. Scope of Agreement

2.1 These Terms apply to all Users of the Site and Services, including but not limited to visitors, registered account holders, merchants, and counterparties.

2.2 The use of the Services is strictly subject to compliance with Applicable Law.

2.3 Such compliance shall include, without limitation, the laws of the Republic of Cyprus, PSD2 and any implementing measures in force in Cyprus, the GDPR and the Cyprus Data Protection Law 125(I)/2018, and the Prevention and Suppression of Money Laundering and Terrorist Financing Law of 2007 (as amended).

2.4 Nothing in these Terms shall be construed as granting the User, or any third party, any license, authorisation, approval, or status to operate as a licensed financial institution, electronic money institution, or payment service provider under PSD2 or any other financial services legislation, unless such status is expressly granted by the competent regulatory authority.

3. Eligibility

3.1 Access to and use of the Services is permitted only to natural persons who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding contracts under the laws of their country of residence.

3.2 Legal entities may also make use of the Services provided that they are duly incorporated, validly existing, and in good standing under the laws of their jurisdiction of incorporation.

3.3 By registering for or otherwise using the Services, the User represents and warrants that they satisfy the eligibility requirements set out herein, that they are not subject to any legal, regulatory, or contractual prohibition which would prevent them from receiving the Services, and that they are not located in, or a national or resident of, any jurisdiction subject to sanctions imposed by the European Union, the United Nations, or the Republic of Cyprus.

3.4 Where registration is carried out on behalf of a legal entity, the User further represents and warrants that they have full right, power, and authority to bind such entity to these Terms.

3.5 The Company reserves the right to refuse, suspend, or terminate access to the Services where it reasonably determines that a User does not meet these eligibility requirements.

4. Account Registration and Verification

4.1 Users may be required to open an account in order to access certain Services

4.2 In doing so, Users must provide information that is accurate, complete, and current at all times.

4.3 The Company relies on the accuracy of such information, and any failure to maintain up- to-date details may result in restrictions on or termination of the User’s access to the Services.

4.4 In accordance with applicable anti-money laundering and counter-terrorist financing legislation, the Company may require Users to submit Know-Your-Customer (KYC) documentation.

4.5 Such documentation may include, without limitation, proof of identity, proof of address, business registration certificates, details of directors and officers, and information regarding ultimate beneficial ownership.

4.6 The Company reserves the right to request additional documentation at any time where it considers this necessary for compliance with legal or regulatory obligations.

4.7 Failure to provide the required information or the provision of false, misleading, or incomplete information may result in the suspension or termination of the User’s account.

4.8 The Company reserves the right to withhold or delay Services until all required information has been provided and verified to its satisfaction.

5. Provision of Services

5.1 The Company provides the Services in compliance with PSD2 and other Applicable Law and may provide such Services either directly or through duly licensed third-party payment service providers.

5.2 Users acknowledge that transactions may be subject to Strong Customer Authentication (SCA) and other security requirements imposed by law.

5.3 While the Company will use reasonable efforts to maintain the availability and security of the Services, it does not guarantee that the Services will be uninterrupted or error-free and reserves the right to suspend or restrict access where necessary for maintenance, security, regulatory compliance, or other legitimate business reasons.

6. Fees and Charges

6.1 All fees applicable to the Services will be communicated to Users separately in contracts, schedules, or invoices. .

6.2 Users are responsible for the payment of all applicable taxes under Cyprus and European Union law.

6.3 By using the Services, Users authorise the Company or its designated payment processors to collect such fees and charges in accordance with the agreed terms.

7. User Responsibilities

7.1 Users must at all times use the Services in compliance with Applicable Law and these Terms. .

7.2 Users are responsible for safeguarding their login credentials and must immediately notify the Company of any unauthorised use or security breach.

7.3 Users shall not misuse the Services for unlawful purposes, including activities that would constitute money laundering, terrorist financing, fraud, or any other prohibited conduct.

7.4 The User acknowledges that they are solely responsible for any actions taken through their account and for ensuring that their use of the Services does not infringe the rights of third parties.

8. Prohibited Transactions

8.1 The Services may not be used for transactions that are unlawful or contrary to Applicable Law, including transactions related to money laundering, terrorist financing, fraud, illegal gambling, the sale of prohibited substances, weapons, or pornographic material.

8.2 The Company reserves the right to restrict, block, or reverse any transaction that it reasonably believes to be suspicious, fraudulent, or unlawful and may report such activity to the relevant regulatory or enforcement authorities in accordance with its legal obligations.

9. Data Protection

9.1 The Company processes personal data in compliance with the GDPR and the Cyprus Data Protection Law 125(I)/2018.

9.2 Users have the rights of access, rectification, erasure, restriction of processing, and data portability, as further described in the Company’s Privacy Policy.

9.3 By using the Services, Users acknowledge that their personal data may be processed and, where necessary, transferred outside the European Economic Area, subject to appropriate safeguards being in place as required by Applicable Law.

10. Intellectual Property

10.1 All intellectual property rights in the Site, the Services, and the Content are and shall remain the exclusive property of NT ECOMTECH LTD or its licensors.

10.2 Users are granted a limited, non-exclusive, revocable licence to access and use the Services for lawful purposes in accordance with these Terms.

10.3 Users shall not reproduce, copy, distribute, modify, or otherwise exploit any part of the Site or the Services without the prior written consent of the Company.

11. Third-Party Services

11.1 The Services may incorporate or rely on third-party services, including payment processors, software providers, and analytics tools.

11.2 The Company does not control and is not responsible for the operation, content, or policies of such third-party services.

11.3 Users acknowledge that their use of third-party services is subject to the separate terms and conditions of those providers, and the Company accepts no liability arising from such use.

12. Disclaimers

12.1 The Services are provided on an “as is” and “as available” basis.

12.2 To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

12.3 The Company makes no representation or warranty that the Services will meet the User’s requirements, be uninterrupted, secure, or free of errors or defects.

13. Limitation of Liability

13.1 To the maximum extent permitted by Applicable Law, the Company shall not be liable to any User for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or business opportunities, arising out of or in connection with the use of the Services.

13.2 The Company’s aggregate liability for any claims under these Terms shall in no event exceed the total amount of fees paid by the User to the Company in the six (6) months preceding the event giving rise to the claim.

14. Indemnification

14.1 The User agrees to indemnify, defend, and hold harmless NT ECOMTECH LTD, its directors, officers, employees, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the User’s use of the Services, any violation of these Terms, or any infringement of third-party rights.

15. Suspension and Termination

15.1 The Company reserves the right to suspend or terminate a User’s access to the Services at any time, with or without notice, where the User is found to be in breach of these Terms, engaged in unlawful activity, or otherwise failing to comply with Applicable Law.

15.2 Termination shall be without prejudice to any rights or remedies accrued prior to termination, and the Company shall not be liable for any losses arising as a result of suspension or termination of access to the Services.

16. Force Majeure

16.1 The Company shall not be liable for any delay or failure in the performance of its obligations under these Terms where such delay or failure results from events beyond its reasonable control, including acts of God, natural disasters, governmental actions, war, terrorism, labour disputes, failures of telecommunications or internet services, or other events of force majeure.

16.2 In such circumstances, the Company shall be entitled to suspend performance for the duration of the event of force majeure without liability.

17. Amendments

17.1 The Company reserves the right to amend or update these Terms at any time by publishing the revised version on the Site.

17.2 Any such amendment shall take effect upon publication unless otherwise specified.

17.3 Continued use of the Services after the effective date of the amendments shall constitute acceptance of the revised Terms.

18. Assignment and Waiver

18.1 Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Company.

18.2 Any attempted assignment in violation of this clause shall be null and void.

18.3 The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of its rights and shall not affect its ability to enforce such provision at a later time.

19. Governing Law and Jurisdiction

19.1 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 Republic of Cyprus.

19.2 By accepting these Terms, the User irrevocably agrees that the courts of Limassol, Cyprus, shall have exclusive jurisdiction to hear and determine any dispute, controversy, or claim arising out of or in connection with these Terms, their subject matter, or their formation.

19.3 Nothing in this clause shall limit the Company’s right to bring proceedings against a User in any other jurisdiction where such proceedings are necessary to protect its rights or enforce a judgment or order.

20. Complaints Procedure

20.1 If you wish to make a complaint about the Services, please contact our Complaints Department at [email] or write to us at [address]. We will acknowledge your complaint within 3 business days and respond within 15 business days.

20.2 If you are not satisfied with our resolution, you may escalate your complaint to the Financial Ombudsman of the Republic of Cyprus (contact details:  www.financialombudsman.gov.cy, +357 22 848 900) or use the EU Online Dispute Resolution platform at  https://ec.europa.eu/consumers/odr.