Merchant Terms & Conditions

Effective Date: 01/01/2026

These Merchant Terms and Conditions (the “Agreement”) govern the access to and use of the EnterPay platform and related services by the merchant or business entity registering to use the services (“Merchant”, “you”, “your”).

This Agreement is entered into between:

EnterPayment OÜ, a private limited company incorporated under the laws of the Republic of Estonia, with its registered office at Rahumäe tee 6b-67, Kristiine linnaosa, 13415 Tallinn, Estonia, registered with the Estonian Business Register under company registration number 17391111 (“EnterPay”, “we”, “our”, “us”).

By registering for, accessing, or using the EnterPay platform, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement in full.

1. Definitions

• Platform: The EnterPay software platform, including POS terminals, mobile applications, APIs, dashboards, and related services.
• Merchant: Any legal entity or sole proprietor approved to accept cryptocurrency payments through the Platform.
• Customer: Any end user making a payment to a Merchant using cryptocurrency.
• Transaction: A payment initiated by a Customer and processed via the Platform.
• Third-Party Providers: Licensed and regulated entities providing cryptocurrency processing, wallet infrastructure, KYC/AML checks, on-ramping, off-ramping, and fiat settlement.
• POS Terminal: A physical or software-based point-of-sale solution provided or approved by EnterPay.
• Wallet: A non-custodial blockchain address generated uniquely for a Transaction.

2. Nature of Services

2.1 EnterPay provides technology and software services only, enabling Merchants to accept cryptocurrency payments through integrations with Third-Party Providers.

2.2 EnterPay is not a bank, payment institution, electronic money institution, crypto exchange, money transmitter, or custodian of funds or digital assets.

2.3 EnterPay does not hold, control, transmit, or safeguard Customer or Merchant funds at any time.

2.4 All regulated activities, including cryptocurrency processing, custody (if any), conversions, compliance checks, and fiat settlements, are performed exclusively by licensed Third-Party Providers.

3. Regulatory Disclosures & Registrations

3.1 EnterPay operates internationally as a software provider and relies on the regulatory authorizations and licenses of its Third-Party Providers.

3.2 EnterPay maintains the following registrations for compliance and operational purposes:

• FinCEN Money Services Business (MSB) Registration (USA): 31000272911973
• Virtual Asset Service Provider (VASP) Registration: RDWW-805

3.3 These registrations do not constitute a universal financial services license and do not replace the regulatory obligations of Third-Party Providers or Merchants.

3.4 Services may be restricted or unavailable in certain jurisdictions due to local laws, sanctions, or regulatory requirements.

4. Merchant Onboarding & KYB

4.1 Off-Ramp KYB Requirement

In order to receive, withdraw, or off-ramp any funds generated through the EnterPay Platform , whether in fiat currency via bank transfer or in cryptocurrency via a Third-Party Provider, the Merchant must complete a full Know Your Business (KYB) verification process through the EnterPay Merchant user dashboard.

4.2 Merchants acknowledge and agree that no settlement, payout, or off-ramp of funds shall be processed until KYB has been fully completed, approved, and validated to the satisfaction of EnterPay and the applicable Third-Party Provider.

4.3 EnterPay reserves the right to:

• Request additional or updated KYB documentation at any time;

   

4.4 Failure to complete KYB information may result in:

• Suspension of access to off-ramp services;

   

• Termination of this Agreement where required by law or compliance obligations.

5. Merchant Obligations & Acceptable Use

5.1 Merchants shall use the Platform solely for lawful commercial activities.

5.2 Prohibited activities include, without limitation:

• Fraud, scams, or deceptive practices;
• Sale of illegal or restricted goods or services;
• Activities involving sanctioned persons or jurisdictions;
• High-risk activities without prior written approval.

5.3 Merchants are solely responsible for compliance with all applicable laws, including consumer protection, tax, invoicing, and data protection regulations.

6. POS Terminals & Platform Access

6.1 EnterPay may provide or approve physical POS terminals and software-based POS solutions.

6.2 All physical POS terminals remain the property of EnterPay or its designated supplier, unless expressly agreed otherwise in writing.

6.3 The Merchant assumes full responsibility for the security, care, and proper use of each POS terminal from delivery until return (if applicable).

6.4 In the event that a POS terminal is lost, stolen, damaged beyond normal wear and tear, or rendered inoperable due to misuse or negligence, the Merchant agrees to pay a fixed damage or replacement fee of up to EUR 500 per terminal.

6.5 This amount constitutes liquidated damages, representing a genuine pre-estimate of replacement cost and administrative expenses, and is not a penalty.

6.6 EnterPay may invoice the Merchant for such amounts, deduct them from amounts otherwise payable (where permitted), or require payment prior to issuing a replacement terminal.

6.7 Merchants must promptly notify EnterPay of any loss, theft, or damage.

7. Transactions & Settlement

7.1 Each Transaction generates a unique non-custodial Wallet.

7.2 Transactions are considered completed only after the required number of blockchain confirmations.

7.3 Settlement may occur in fiat currency or stablecoins, depending on the asset, network, liquidity, and Third-Party Provider policies.

7.4 Settlement timing and availability are determined solely by Third-Party Providers.

7.5. Notwithstanding any other provision of this Agreement, the Merchant expressly acknowledges that off-ramping of funds—whether via bank transfer or cryptocurrency—is strictly conditional upon successful completion of full KYB verification. EnterPay shall have no liability for delays, holds, or non-processing of settlements resulting from incomplete, failed, or pending KYB checks.

8. Fees & Pricing

8.1 Fees may include setup fees, subscription fees, transaction fees, conversion fees, off-ramp fees, and hardware-related charges.

8.2 All fees are disclosed during onboarding or via written agreement.

8.3 EnterPay may modify pricing with at least 30 days’ prior notice.

8.4 All fees are non-refundable unless expressly stated otherwise.

9. Refunds, Chargebacks & Reversals

9.1 All refunds must be processed exclusively in fiat currency.

9.2 Refunds must be issued by the Merchant or the applicable Third-Party Provider, not by EnterPay.

9.3 Refunds in cryptocurrency are strictly prohibited.

9.4 Merchants bear full responsibility for customer disputes, refunds, and chargebacks.

9.5 Blockchain transactions are irreversible, and EnterPay bears no liability for failed reversals.

10. AML, Sanctions & Compliance

10.1 Third-Party Providers conduct KYC/AML checks on Customers as required by law.

10.2 EnterPay may monitor transactions and suspend services for suspicious or high-risk activity.

10.3 Merchants must not engage with sanctioned individuals, entities, or jurisdictions.

11. Data Protection & Privacy

11.1 EnterPay processes personal data in accordance with GDPR and its Privacy Policy.

11.2 Data may be shared with Third-Party Providers solely for service delivery and compliance purposes.

12.Service Modifications

EnterPay may, at any time and in its discretion, modify, update, limit, or discontinue any part of the Services. This includes changes to platform features, supported payment methods, digital assets, currencies or networks, POS functionality, and any integrations with third-party providers.

Such changes may be made for legal, regulatory, security, technical, commercial, or third-party–driven reasons. Where reasonably practicable, EnterPay will provide notice of material changes, but some changes may be made without prior notice.

The Merchant acknowledges that EnterPay is not liable for any reduction in functionality, compatibility, or availability resulting from these changes, including where caused by third-party providers. Continued use of the Services after changes take effect constitutes acceptance of the updated Services. The Merchant’s sole remedy for any material reduction in Services is to stop using the affected Services and, where permitted, terminate the Agreement in accordance with its terms.

13. Intellectual Property

13.1 All intellectual property rights in the Platform belong exclusively to EnterPay.

13.2 Merchants receive a limited, non-exclusive, non-transferable right to use the Platform during the term of this Agreement.

14. Risk Disclosure

14.1 Merchants acknowledge risks including cryptocurrency volatility, blockchain delays, Third-Party Provider failures, and regulatory changes.

14.2 EnterPay provides no guarantees regarding transaction speed, settlement timing, or asset value.

15. Limitation of Liability

15.1 EnterPay shall not be liable for indirect, incidental, or consequential losses.

15.2 EnterPay’s total aggregate liability shall not exceed the fees paid by the Merchant in the preceding 12 months.

16. Indemnification

The Merchant agrees to indemnify and hold harmless EnterPay from any claims, fines, losses, or damages arising from:

• The Merchant’s business activities;
• Regulatory violations;
• Customer disputes or misuse of the Platform.

17. Term & Termination

17.1 The initial term is 12 months, automatically renewing unless terminated with three (3) months’ written notice.

17.2 EnterPay may terminate immediately for breach, fraud, or compliance risk.

18. Force Majeure

EnterPay shall not be liable for failures caused by events beyond reasonable control, including regulatory changes, network outages, or acts of government.

19. Governing Law & Jurisdiction

This Agreement is governed by the laws of the Republic of Estonia.
The courts of Tallinn, Estonia have exclusive jurisdiction.

 

20. Contact Information

EnterPayment OÜ
Rahumäe tee 6b-67
Kristiine linnaosa, 13415 Tallinn, Estonia
support@enterpay.io
Company Registration Number: 17391111