Merchant Terms and Conditions

By downloading or installing the CentPay Merchant app, accessing the merchant web dashboard, registering an Account, or otherwise accessing or using the Service, You agree to be bound by these Terms and by Our Privacy Policy, which forms part of these Terms. If You do not agree to these Terms, You must not access or use the Service.

These Terms form a legally binding agreement between the business that registers the Account and the Company. Certain features of the Service may be subject to additional terms, such as the terms of a Third-Party Provider. Where additional terms apply to a feature, they supplement these Terms and, in the event of a conflict regarding that feature, the additional terms prevail to the extent of the conflict.

The person who registers the Account or accepts these Terms confirms that they are authorised to act for, and to bind, the business named in the Account.

The Service is provided for business use only. It is not offered to consumers for personal, family or household purposes.

In these Terms, the following words have the following meanings:

Account

means the merchant account registered for Your business to access the Service.

API Keys

means the public key and secret key issued to You on the Developer API page to connect Your website, app or systems to the Service.

Authorised User

means any owner, director, employee, agent or other person You allow to access or use Your Account, Your login details or Your API Keys.

Business Verification

means the Know Your Business (KYB) and Know Your Customer (KYC) checks We carry out on Your business, its owners and its Authorised Users to verify their identity and meet Our legal obligations.

Company, We, Us or Our

means CentPay.

Customer

means any person who pays You, or tries to pay You, through the Service.

Device

means any device, such as a mobile phone, tablet or computer, that You use to access the Service.

Digital Assets

means USDT and any other cryptocurrencies, stablecoins and digital tokens supported by the Service from time to time.

Fees

means the fees and charges for the Service, including transaction fees and withdrawal fees, as displayed in the CentPay Merchant app and on the merchant web dashboard.

MT5 Account

means a MetaTrader 5 trading account that is linked to Your Account and can receive funds from, or send funds to, Your Wallet.

P2P Transfer

means a transfer of Digital Assets from Your Wallet to the Wallet of another CentPay merchant.

Service

means the CentPay Merchant mobile application, the merchant web dashboard at https://member.centpay.io/merchant, Our website at https://centpay.io, the Developer API, and all related features, products and services.

Third-Party Provider

means an independent company, not controlled by the Company, that provides a service You access through the Service, including blockchain networks, MT5 brokers and platform providers, identity verification providers, live chat providers and app store operators.

Transaction

means any payment, deposit, withdrawal, P2P Transfer, MT5 transfer or other operation carried out through the Service.

Transaction PIN

means the six-digit code You set to confirm transfers and withdrawals.

Wallet

means the balance record within Your Account in which supported Digital Assets are held for You.

Webhook

means a web address You give Us so that Our servers can send You updates when a payment, deposit or withdrawal changes status.

You or Your

means the business that registers the Account and, where the context requires, its Authorised Users.

To use the Service, You must be a business, such as a company, partnership that is legally registered and in good standing in its country of registration.

Each person who registers or uses the Account for You must be at least 18 years old, or the age of legal majority in their country of residence if higher.

Your business, its owners and its Authorised Users must not be located in, registered in, or residents or citizens of, any country or region where the use of the Service, or any part of it, is prohibited or restricted by law, or which We designate as unsupported from time to time. None of them may be the subject of any sanctions administered by a government or other competent authority.

Unless We agree otherwise in writing, Your business may hold only one Account. You must not open or operate an Account on behalf of, or for the benefit of, any other business or person.

We may refuse to open an Account, or restrict access to any feature, at Our sole discretion and without giving reasons, where permitted by law. Some features of the Service may not be available in Your country or for Your business category.

When You register, You must provide accurate, complete and current information about Your business and its owner, including the company name, trading name, registration number, country of registration, website, business category, owner details, contact details, and Your expected monthly and annual volumes and transaction amounts. You must keep this information up to date and tell Us promptly about any change.

You must verify Your email address before You can sign in. Your Account may not be fully active until We have completed Business Verification and approved Your Account.

You are solely responsible for keeping Your password, Transaction PIN, two-factor authentication (2FA) codes, authenticator app, API Keys and the Devices on which they are stored secure and confidential. You must not share them with anyone who is not an Authorised User. We may require 2FA when You sign in, We require 2FA for withdrawals, and We require Your Transaction PIN to confirm transfers and withdrawals.

You are responsible for all activity that takes place through Your Account or with Your API Keys, including the acts and omissions of Your Authorised Users.

To the fullest extent permitted by law, the Company shall not be liable for any loss, damage or unauthorised access to Your Account arising from Your failure to keep these details secure, including where Your password, Transaction PIN, 2FA codes, API Keys or email account credentials are disclosed, or where a Device, Your authenticator app or Your email account is lost, stolen or accessed by another person.

You must notify Us immediately at support@centpay.io if You suspect that Your Account or API Keys have been used without Your authorisation, or that Your login details or Transaction PIN have been lost, stolen or compromised. We will never ask You for Your password, Transaction PIN, 2FA codes or secret key.

Your Account belongs to Your business and may not be sold, transferred or shared with any other business or person.

We are required by law to verify the businesses We work with. You must complete Business Verification before You can use the Service, or certain features of it, such as withdrawals.

We may, at any time, ask You for additional information or documents, including company registration documents, details of Your directors, owners and beneficial owners, proof of address, details of Your business activities, and information about the source of Your funds and the funds You receive from Your Customers. You agree to provide them promptly.

You authorise Us, and Our verification and screening providers, to make the enquiries We consider necessary to verify Your business and the people behind it, and to screen them against sanctions, politically exposed persons, adverse media and fraud databases.

We may set, review and change transaction limits for Your Account, taking into account the expected volumes and transaction amounts You gave Us. We may refuse, delay, suspend or restrict any Transaction or feature if Business Verification is not completed, if the information You provide is incomplete, inaccurate or unsatisfactory, if Your activity does not match the information You gave Us, or if We are required to do so by law.

We monitor Transactions to prevent money laundering, terrorist financing, fraud and other financial crime. We may report suspicious activity to the relevant authorities and may be prohibited by law from telling You that We have done so.

You must comply with all anti-money laundering, counter-terrorist financing, sanctions, tax, consumer protection and other laws that apply to Your business and to the payments You accept.

CentPay is not a bank. Balances held in Your Wallet are not bank deposits, do not earn interest, and are not covered by any deposit protection or insurance scheme.

We do not provide investment, financial, legal or tax advice. Any information provided through the Service is for general information only, and You should obtain independent professional advice before making any financial decision.

The Service lets You accept payments in Digital Assets, hold them in Your Wallet, and send them to other CentPay merchants, to MT5 Accounts or to external wallet addresses. We are not a party to any sale or agreement between You and Your Customers.

The Company does not operate a cryptocurrency exchange and does not provide trading services. Any trading on an MT5 Account is provided by the relevant MT5 broker under its own terms.

You may accept payments from Your Customers in supported Digital Assets through Your integration with the Developer API, through Your deposit address, or by any other method We make available.

You are solely responsible for the goods and services You sell, including their description, price, quality, delivery and legality, and for Your relationship with Your Customers, including any refunds, returns, complaints and disputes.

You must clearly show Your Customers Your business name, the price, the Digital Asset and network they must use, and Your own terms, refund policy and privacy policy.

A payment is treated as received only when it has been confirmed on the blockchain, has passed any compliance checks and has been credited to Your Wallet. The status of a payment shown in the app, on the dashboard or in a Webhook may change while the payment is pending.

Payments sent in the wrong amount, in an unsupported Digital Asset or on the wrong network may be delayed, credited in a different amount or permanently lost. We are not responsible for such losses and may be unable to recover the assets.

Blockchain payments cannot be charged back. If You agree to give a Customer a refund, You must make it Yourself from Your own funds. We are not obliged to make refunds to Your Customers.

We may hold, delay or reject any payment that We consider suspicious or that may breach these Terms or the law.

We may issue API Keys so that You can connect Your website, app or systems to the Service. Your secret key is shown only once, when it is generated. You must store it securely on Your own servers and must never place it in public code, a web page or a mobile app.

When You generate a new secret key, Your previous secret key stops working immediately, and You are responsible for updating Your integration.

You may add an IP address so that API calls are accepted only from that address. We strongly recommend that You set one.

You are responsible for the Webhook, success and failure addresses You set, and for keeping them secure and available. Before releasing goods or services, You must check the status of the payment through the Service. A redirect to Your success page is not, on its own, proof of payment.

You must build, test and maintain Your integration in line with Our documentation, and You are responsible for any loss caused by errors in Your integration or by the unauthorised use of Your API Keys.

We may change, limit, suspend or end any part of the Developer API, and We may revoke Your API Keys if We suspect misuse or a security risk.

Your Wallet allows You to hold balances of the Digital Assets supported by the Service, currently USDT on the TRC20 (Tron), ERC20 (Ethereum) and BEP20 (BNB Smart Chain) networks, as shown in the app and on the dashboard. We may add or remove supported Digital Assets and networks at any time.

You and Your Customers must only send supported Digital Assets, on the selected network, to the deposit address shown for Your Account. Digital Assets sent to the wrong address, on an unsupported network, or of an unsupported type may be permanently lost. We are not responsible for such losses and may be unable to recover the assets.

Deposits are credited to Your Wallet after the required number of blockchain confirmations and the completion of any compliance checks.

To request a withdrawal to an external wallet address, You must enter a code from Your authenticator app and Your Transaction PIN. You are solely responsible for entering the correct destination address and selecting the same network as the receiving wallet. Withdrawals are reviewed before they are sent and may remain pending until they are approved. Once a withdrawal has been sent to the blockchain, it cannot be cancelled or reversed. Minimum amounts, limits and withdrawal fees apply, as displayed before You confirm.

We may delay, hold or reject any deposit or withdrawal, or turn off withdrawals for Your Wallet, where We consider it necessary for security, compliance or legal reasons.

If any amount is credited to Your Wallet in error, You must notify Us and You must not use it. We may reverse any erroneous credit, and You must return any amount that You are not entitled to.

You may send Digital Assets from Your Wallet to another CentPay Merchant or User using their registered email address or by scanning their CentPay P2P QR code, where supported. You are responsible for verifying the recipient’s details before confirming the transfer.

Completed P2P Transfers are final and cannot be reversed by Us. If You send funds to the wrong merchant, You must seek their return from the recipient directly.

P2P Transfers are subject to the Fees shown before You confirm. We may set limits on the amount, number or frequency of transfers.

Where an MT5 Account is linked to Your Account, You may move funds from Your Wallet to that MT5 Account, and from that MT5 Account back to Your Wallet.

If You turn on auto-transfer and select an MT5 Account, You authorise Us to move new funds credited to Your Wallet to that MT5 Account automatically, as each payment settles, until You turn auto-transfer off. The transaction fee applies to each automatic transfer. You are responsible for selecting the correct MT5 Account.

MT5 Accounts and the MetaTrader 5 platform are provided by Third-Party Providers under their own terms. We are not responsible for any trading, prices, losses or margin calls on an MT5 Account, or for the availability of any MT5 Account. Trading carries a high level of risk.

MT5 transfers may be delayed or rejected where an MT5 Account is unavailable, where its details do not match Your Account, or for security, compliance or legal reasons.

By using the Service, You acknowledge and accept the risks of Digital Assets, including that:

• the value of Digital Assets may change quickly, and stablecoins such as USDT may lose their intended value against the currency they track;
• the issuer of a stablecoin may fail, or may freeze or block particular addresses;
• blockchain transactions are irreversible, and errors cannot be corrected;
• blockchain networks may be affected by congestion, high fees, forks, technical failures or attacks;
• changes in law or regulation may restrict or prohibit the use of Digital Assets or the Service; and
• there is no guarantee that a market will exist for any Digital Asset at any time.

You are solely responsible for Your decisions to accept, hold, send or receive Digital Assets.

The Fees for each service, including the transaction fee and fee percentage for transfers and the withdrawal fee, are displayed in the app and on the dashboard before You confirm a Transaction. By confirming, You agree to pay them, and You authorise Us to deduct them from Your Wallet. For automatic MT5 transfers, You authorise Us to deduct the Fees from each transfer.

Blockchain network fees and Third-Party Provider fees may also apply, and they are outside Our control.

We may change Our Fees at any time. Changes apply to Transactions made after the new Fees are displayed in the app or on the dashboard.

You are solely responsible for determining, collecting and paying any taxes that apply to Your business, Your sales and Your Transactions. We may report information to tax authorities where the law requires it.

The Service lets You view Your activity and download reports of Your transactions, P2P Transfers and pending withdrawals in Excel or PDF format. Reports are provided for information only and may not include pending or later changes.

You are responsible for keeping Your own accounting and business records as required by law. Downloaded reports are stored on Your Device, and You are responsible for keeping them secure.

You must not use the Service, or allow it to be used:

• for any unlawful purpose, including money laundering, terrorist financing, fraud or tax evasion;
• to evade sanctions, or from a prohibited or unsupported country, including by using a VPN or other means to disguise Your location;
• to use another business’s or person’s identity, Account, API Keys or payment details, or to provide false information;
• to open or operate more than one Account without Our written consent;
• to accept payments for illegal goods or services, or for any business activity that We have told You We do not support;
• to accept payments on behalf of any other business or person, or to let any other business use Your Account or API Keys;
• to mislead Your Customers or to engage in unfair or deceptive practices;
• to interfere with, disrupt, probe or attempt to gain unauthorised access to the Service, Our systems or other merchants’ Accounts;
• to copy, modify, reverse engineer, decompile or create derivative works of the app or the dashboard, or to access the Service with bots, scrapers or other automated tools, other than through the Developer API as We permit;
• to transmit viruses or other harmful code; or
• in any way that breaches these Terms or harms the Company, other merchants, Customers or any third party.

We may suspend, restrict or close Your Account, Your API Keys or any feature of the Service, at any time and with or without notice, including where:

• You breach these Terms;
• We are required to do so by law, a regulator, a court or another authority;
• We suspect fraud, money laundering, sanctions violations or other illegal activity;
• You do not complete Business Verification or provide information We request;
• Your business activity changes, or no longer matches the information You gave Us, without Our approval;
• We receive a high level of complaints or fraud reports about Your business; or
• We consider it necessary to protect You, Your Customers, other merchants, the Company or the Service.

Where required by law, or while an investigation is ongoing, We may hold funds in Your Account and refuse Transactions.

You may close Your Account at any time by contacting Us at support@centpay.io. Before Your Account is closed, You must withdraw Your remaining balance and turn off auto-transfer, and any pending Transactions, withdrawals or disputes must be resolved.

When Your Account is closed, Your right to use the Service ends and Your API Keys stop working. Unless the law prevents Us, We will allow You to withdraw any remaining balance to which You are lawfully entitled, subject to Business Verification and applicable Fees.

Any provisions of these Terms which by their nature should survive termination, including those on Fees, risks, intellectual property, disclaimers, limitation of liability, indemnity and governing law, will continue to apply.

The Service, the app, the dashboard, the Developer API and all related content, software, trademarks and logos are owned by the Company or its licensors and are protected by intellectual property laws.

We grant You a limited, revocable, non-exclusive and non-transferable licence to use the app on a Device that You own or control, to access the dashboard and to use the Developer API, solely for Your internal business purposes in accordance with these Terms.

If You send Us feedback or suggestions, We may use them without any obligation to You.

We do not guarantee that the Service, including the Developer API and Webhooks, will be available at all times or free from interruption, delay or error. We may suspend the Service for maintenance, security or other reasons.

We may release updates to the app and the dashboard. Some updates may be required in order to continue using the Service.

The Service may contain links to, or display content from, third-party websites and services, including the live chat service in the app. We are not responsible for their content, availability or practices.

To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement.

We make no warranty about the value of any Digital Asset, the services of any Third-Party Provider, or that the Service will meet Your business requirements or be secure or error-free.

To the maximum extent permitted by law, the Company and its affiliates, directors, officers, employees and agents will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, sales, business, data, goodwill or Digital Asset value, however caused.

Without limitation, We are not liable for any loss arising from:

• an incorrect address, network, recipient, MT5 Account or other detail that You or Your Customers provide;
• the acts or omissions of any Third-Party Provider, MT5 broker or blockchain network;
• the acts or omissions of Your Customers, or any dispute between You and Your Customers;
• errors in Your integration, Your Webhooks or Your redirect addresses, or the unauthorised use of Your API Keys;
• changes in the market value of Digital Assets;
• unauthorised access to Your Account resulting from Your failure to keep Your login details, Transaction PIN, 2FA method, API Keys or Device secure;
• any action We take to comply with the law or these Terms; or
• events beyond Our reasonable control.

To the maximum extent permitted by law, Our total aggregate liability to You for all claims arising from or relating to the Service or these Terms is limited to the total Fees You paid to Us in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

You agree to indemnify and hold the Company and its affiliates, directors, officers, employees and agents harmless from and against any claims, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising from Your breach of these Terms, Your misuse of the Service, Your goods or services, any claim by Your Customers, Your integration with the Service, Your violation of any law or third-party right, or any information You provide.

We are not liable for any delay or failure to perform caused by events beyond Our reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government action, sanctions, failures of the internet, blockchain networks or telecommunications, cyberattacks, failures of Third-Party Providers, and industrial action.

We handle personal data in accordance with Our Privacy Policy.

Where You give Us personal data about Your owners, Authorised Users or Customers, You confirm that You have the right to do so and that You have given them any notice required by law. You must handle any personal data You receive through the Service in line with the data protection laws that apply to You.

You agree to receive communications from Us electronically, including through notifications in the app, on the dashboard, by email and by SMS. Electronic communications satisfy any legal requirement for communications to be in writing.

You must keep Your email address and phone number up to date. Notices to Us must be sent to info@centpay.io.

We may amend these Terms at any time, at Our sole discretion and without prior notice. Any changes take effect immediately when the updated Terms are posted, and the “Last updated” date at the top of these Terms will be revised accordingly.

We are not obliged to notify You individually of any changes. It is Your responsibility to review these Terms periodically. Your continued use of the Service after any changes are posted constitutes Your acceptance of the updated Terms. If You do not agree to the updated Terms, You must stop using the Service and close Your Account.

Where applicable law requires Us to notify You of a change, or to obtain Your consent before a change applies to You, We will do so.

These Terms are an agreement between You and the Company only, and not with Apple Inc. or Google LLC (each a “Platform Provider”). The Company, and not the Platform Provider, is solely responsible for the CentPay Merchant app and its content.

Your licence to use the app is limited to use on a Device that You own or control and that runs the relevant operating system, as permitted by the usage rules in the Platform Provider’s terms of service.

The Platform Providers have no obligation to provide any maintenance or support services for the app.

To the maximum extent permitted by law, the Platform Providers have no warranty obligation with respect to the app. If the app fails to conform to any applicable warranty, You may notify the relevant Platform Provider, which may refund the purchase price of the app, if any.

The Company, and not the Platform Providers, is responsible for addressing any claims relating to the app or Your use of it, including product liability claims, claims that the app fails to meet any legal or regulatory requirement, claims under consumer protection or privacy laws, and claims that the app infringes a third party’s intellectual property rights.

You represent and warrant that You are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country, and that You are not listed on any United States Government list of prohibited or restricted parties.

Apple Inc., Google LLC and their subsidiaries are third-party beneficiaries of these Terms. Upon Your acceptance of these Terms, each of them will have the right, and will be deemed to have accepted the right, to enforce these Terms against You as a third-party beneficiary.

Entire agreement. These Terms, together with Our Privacy Policy and any additional terms that apply to specific features, form the entire agreement between You and the Company regarding the Service.

Severability. If any provision of these Terms is found to be invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of Our right to enforce it later.

Assignment. We may assign or transfer Our rights and obligations under these Terms. You may not assign or transfer Yours without Our prior written consent.

Relationship. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between You and the Company.

Third-party rights. Except for the rights given to the Platform Providers in these Terms, no third party has any right to enforce these Terms.

Language. These Terms are written in English. Where they are translated into another language, the English version prevails in the event of any inconsistency, to the extent permitted by law.

If You have any questions about these Terms, You can contact Us:

• General enquiriesinfo@centpay.io
• Merchant supportsupport@centpay.io