Terms of Services

1. Introduction

By accessing or using the PayQuanta platform, you (“Merchant”, “you”) agree to be bound by these Terms, together with any commercial agreement, service order, annexes and policies referenced herein (collectively, the “Agreement”).

If you do not agree with these Terms, you must not use the PayQuanta services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Definitions

In these Terms:

• “PayQuanta” means the payment gateway and related services operated by Quanta Soft Ltd.
• “Merchant” means the business entity using the PayQuanta services to accept payments.
• “End-customer” means the individual or entity making a payment to the Merchant.
• “Partners” means PSPs, EMIs, banks, card schemes, crypto providers and other institutions working with PayQuanta.
• “Services” means all technical, operational and advisory services provided by or through PayQuanta under this Agreement.
• “Transaction” means any payment instruction or operation processed via the PayQuanta platform.

3. Scope of services

PayQuanta provides a multi-rail payment gateway and related services, which may include, depending on your configuration:

• Technical connection to card acquirers, PSPs, EMIs and alternative payment methods;
• Technical and operational flows involving bank transfers and account-to-account payments;
• Crypto-related payment flows, where permitted and in cooperation with regulated partners;
• Routing, reporting and operational tools for managing Transactions and payout structures;
• Advisory services related to payment architecture, onboarding and operational setup.

PayQuanta does not itself act as a bank, card issuer, card scheme, EMI or regulated custodian. Our Services are provided in cooperation with third-party Partners who remain responsible for their respective regulated activities.

4. Merchant onboarding and eligibility

To use the Services, the Merchant must:

• Complete all required onboarding, KYC/KYB and due diligence procedures;
• Provide accurate and up-to-date corporate, ownership and business activity information;
• Inform PayQuanta promptly of any changes in ownership, directors, licensed activities or key business models;
• Hold and maintain any licenses or registrations that may be required in its jurisdiction.

PayQuanta and/or its Partners may approve or decline onboarding requests at their sole discretion and may impose conditions, limits or restrictions on the Services provided to the Merchant.

5. Use of the platform

The Merchant must use the Services only for lawful business purposes and strictly in line with:

• These Terms and any applicable commercial agreement with PayQuanta;
• Applicable laws, regulations and supervisory guidance;
• Card scheme and payment method rules (where applicable);
• Any risk and compliance parameters agreed with PayQuanta and its Partners.

The Merchant agrees, in particular, not to:

• Use the Services for prohibited or unauthorised activities or jurisdictions;
• Submit Transactions that are fraudulent, fictitious or not supported by genuine underlying commerce;
• Misrepresent the nature of its business, products, services or customers;
• Attempt to circumvent risk controls, monitoring or limits imposed by PayQuanta or Partners.

6. Fees, settlements and reserves

Fees for the Services are as agreed between the Merchant and PayQuanta and/or between the Merchant and specific Partners. Fees may include, without limitation, processing fees, scheme fees, FX spreads, chargeback fees, compliance fees and advisory fees.

Settlements, payout cycles and reserves are determined by the relevant Partners and may depend on:

• Vertical and risk profile of the Merchant;
• Chargeback, refund and dispute ratios;
• Jurisdictions, currencies and payment methods used;
• Historical performance and compliance track record.

The Merchant acknowledges that settlement timings and reserve levels are not exclusively controlled by PayQuanta and may change over time at the discretion of Partner institutions.

7. Compliance, AML and risk obligations

PayQuanta and its Partners are subject to anti-money laundering (AML), counter-terrorist financing (CTF), sanctions and other regulatory requirements. As a result:

• Additional information may be requested from the Merchant or its customers;
• Transactions may be delayed, declined or frozen if risk alerts are triggered;
• Certain countries, entities or activities may be restricted or blocked;
• Funds may be held or transferred in accordance with orders from competent authorities.

The Merchant agrees to cooperate with PayQuanta and Partners in any reasonable information requests or investigations related to AML/CTF, sanctions or fraud.

8. Data protection and confidentiality

Each party shall comply with applicable data protection laws in relation to the processing of personal data. Where required, the parties may enter into additional data processing or data sharing agreements.

PayQuanta treats Merchant data, transaction information and business details as confidential and will use such information solely for the provision of Services, risk management, legal compliance and legitimate business purposes, except where disclosure is required by law, regulators or card schemes.

9. Intellectual property

All intellectual property rights in the PayQuanta platform, technology, documentation and branding remain the exclusive property of PayQuanta or its licensors. The Merchant is granted a limited, non-exclusive, non-transferable licence to use the Services for the duration of the Agreement in accordance with these Terms.

The Merchant must not reverse engineer, decompile, copy or create derivative works of the Services, nor use any PayQuanta trademarks without prior written consent.

10. Liability and limitations

To the maximum extent permitted by law, PayQuanta shall not be liable for:

• Indirect, incidental, consequential or punitive damages;
• Loss of profits, revenue, data or business opportunities;
• Actions or omissions of Partner institutions or third-party service providers;
• Delays or failures caused by telecommunications, infrastructure or network issues outside its control.

PayQuanta’s aggregate liability under the Agreement (except for cases of fraud or wilful misconduct) shall be limited to the amount of fees actually paid by the Merchant to PayQuanta for the directly affected Services during the three (3) months preceding the event giving rise to the claim, unless otherwise agreed in writing or required by law.

11. Term and termination

The Agreement remains in force for as long as the Merchant uses the Services, unless terminated by either party in accordance with this section or any commercial agreement in place.

PayQuanta may suspend or terminate access to the Services, in whole or in part, if:

• The Merchant breaches these Terms or any applicable law or scheme rule;
• There is a material deterioration in the Merchant’s risk profile or chargeback performance;
• Required information is not provided or is materially inaccurate or misleading;
• Requested by a Partner institution, regulator or competent authority.

Upon termination, the Merchant remains responsible for all outstanding obligations, including fees, chargebacks, refunds and any ongoing investigations.

12. Changes to the Services or these Terms

PayQuanta may update or modify the Services, or these Terms, from time to time. Where changes are material, PayQuanta will use reasonable efforts to notify the Merchant through appropriate channels (for example, email or portal notifications).

Continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. If the Merchant does not agree with the changes, it must stop using the Services and may request termination.

13. Governing law and jurisdiction

Unless otherwise agreed in a separate written agreement, 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 applicable to Quanta Soft Ltd.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of that jurisdiction, without prejudice to mandatory rights available to consumers under local law (where applicable).