1. Agreement and acceptance
These Terms of Service ("Terms") govern access to and use of the websites, software, dashboards, APIs, hosted checkout experiences, support, and related services offered under the ZenoraPay name (collectively, the "Services"). The Services are operated by Zentech Innovation Ltd("ZenoraPay," "we," "us," or "our"). By accessing or using the Services, you agree to these Terms and any order form or service agreement that references them. If you act for an organization, you represent that you can bind it to these Terms.
2. Eligibility, registration, and accounts
You must be legally capable of entering a binding contract and must use the Services only for a lawful business. You must provide complete and accurate onboarding information, keep it current, protect credentials and API keys, use appropriate access controls, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account and for authorized users' compliance with these Terms.
Access may be subject to business verification, identity verification, sanctions screening, risk review, and approval by us or relevant third-party providers. We may refuse or condition access where required by law, provider rules, or reasonable risk controls.
3. Services and limited licence
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription for your internal business purposes. Features, limits, support, and service levels are those stated in your plan or order form. We may improve or change the Services, provided we do not materially reduce contracted core functionality during a paid term without an appropriate remedy. Beta or preview features may be changed or discontinued at any time and are provided without a service-level commitment.
4. Payments, conversion, and settlement
The Services facilitate a flow in which an end customer may pay using a supported card method and a merchant may receive supported stablecoins to a configured wallet. Payment acceptance, currency conversion, blockchain transfers, custody, screening, and related functions may be performed by third-party providers under their terms. Availability, limits, exchange rates, fees, and timing can vary by transaction, asset, network, market, review status, and provider.
You are responsible for providing a compatible and accurate wallet address, selecting the correct network, reconciling settlements, and maintaining controls over your wallet. Blockchain transactions generally cannot be reversed after confirmation. Unless expressly agreed in writing, we do not provide banking, deposit-taking, investment, tax, or legal services.
5. Merchant and customer obligations
You are responsible for your products and services, customer disclosures, pricing, fulfilment, refunds, warranties, support, taxes, records, privacy notices, and compliance with laws and card, payment, sanctions, anti-money-laundering, consumer protection, and industry requirements that apply to you. You must obtain all rights and consents needed for data you submit and must not misrepresent the Services or make guarantees on our behalf.
6. Acceptable use
You must not use the Services to break the law; infringe rights; facilitate fraud, money laundering, sanctions evasion, deceptive practices, or abuse; distribute malicious code; probe or bypass security; disrupt the Services; scrape or reverse engineer the Services except where law permits; or access them to build a competing product. You must not submit unlawful, harmful, or unauthorized data.
Prohibited and restricted business categories will be listed in the final acceptable-use policy. Until that list is approved, access remains subject to case-by-case compliance and provider review.
7. Fees and taxes
You will pay the subscription, setup, usage, transaction, network, conversion, and other fees stated at checkout or in your order form. Unless stated otherwise, fees are exclusive of taxes, non-refundable, and due in the stated currency and payment period. You are responsible for applicable taxes other than taxes on our net income. We may change fees prospectively with the notice required by your agreement or applicable law.
8. Third-party services and dependencies
The Services may connect to payment processors, conversion providers, blockchain networks, wallets, ecommerce platforms, hosting services, and other third parties. Their terms and privacy notices may apply directly to you. We do not control public blockchains or third-party services and are not responsible for their acts, outages, rule changes, fees, security, or content, except to the extent the law does not permit that exclusion.
9. Data protection and privacy
Each party will comply with applicable data-protection law. Our handling of personal information is described in our Privacy Policy. Where we process personal data on your behalf, an applicable data processing addendum will form part of the agreement. You must not use the Services to collect unnecessary sensitive data and must respond lawfully to data-subject requests for which you are responsible.
10. Intellectual property and feedback
We and our licensors retain all rights in the Services, software, documentation, branding, and related technology. You retain rights in content and data you provide and grant us the rights needed to host, process, transmit, and display them to provide and secure the Services. If you provide feedback, you permit us to use it without restriction or payment, without identifying you.
11. Confidentiality
Each party will protect the other's non-public information using reasonable care and use it only to perform or receive the Services. Confidentiality does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source. A party may disclose information when legally required after giving notice where permitted.
12. Disclaimers
To the maximum extent permitted by law, the Services are provided "as is" and "as available." We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing. We do not warrant uninterrupted or error-free operation, acceptance of every transaction, availability in every jurisdiction, or the value or stability of any digital asset.
13. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, data, or business opportunity. Each party's total aggregate liability arising from the Services will not exceed the fees paid or payable by you for the Services during the twelve months before the event giving rise to the claim. The final agreement may state exceptions where liability cannot lawfully be limited.
14. Indemnification
You will defend and indemnify us and our affiliates, officers, employees, and providers against third-party claims and resulting losses arising from your products or services, customer relationships, submitted data, breach of these Terms, unlawful use, or infringement of another person's rights. We will provide reasonable notice and cooperation and allow you to control the defence, subject to our right to participate and approve settlements that impose liability or admissions on us.
15. Suspension and termination
Either party may terminate as stated in an order form or applicable subscription terms. We may suspend or terminate access for material breach, non-payment, security risk, suspected unlawful activity, provider instruction, or legal requirement. Where practicable, we will give notice and an opportunity to cure. On termination, your licence ends and amounts due remain payable. Provisions that by nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, liability, indemnity, and dispute terms.
16. Governing law and disputes
The governing law, courts, and any required negotiation, mediation, or arbitration procedure must be confirmed in the final version after legal review. Nothing in these Terms prevents either party from seeking urgent injunctive relief or exercising rights that cannot lawfully be waived.
17. Changes to these Terms
We may update these Terms to reflect changes in the Services, law, security, or business practices. We will post the updated version and provide additional notice of material changes where required. Continued use after the effective date constitutes acceptance where permitted; otherwise, you may stop using the Services before the changes take effect.
18. General terms
Neither party may assign the agreement without consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Neither party is liable for delay caused by events beyond reasonable control. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest will continue. Failure to enforce a provision is not a waiver. The applicable order form, these Terms, referenced policies, and any data processing addendum form the entire agreement and control in that order in the event of conflict.
19. Contact
Questions about these Terms may be sent to compliance@zenorapay.com. ZenoraPay is operated by Zentech Innovation Ltd.