Terms and Conditions

1. Acceptance of Terms

By accessing and using Orbtronics Ltd's payment aggregation platform ("Opay"), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you may not use our services.

These terms constitute a legally binding agreement between you ("Client" or "Merchant") and Orbtronics Ltd ("Company", "we", "us", or "our").

Intellectual Property

All intellectual property rights in and to the Opay platform, including our API, software, documentation, trademarks, and the systems used to provide the services, remain the sole property of Orbtronics Ltd or its licensors. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Opay platform and API solely to use our services in accordance with these terms. You may not copy, modify, distribute, sell, or create derivative works from any part of our platform, and you acquire no ownership rights in our platform by using our services.

2. Service Description

Orbtronics Ltd provides payment aggregation services through Stripe Connect, enabling merchants to accept online payments. Our services include:

• Payment processing through Stripe Connect
• API access for payment integration
• Transaction management and reporting
• Refund processing capabilities
• Balance and payout management
• Webhook notifications for transaction events

3. Subscription and Fees

Subscription Fee: The subscription fee is charged based on your user tier at the advertised amount every 4 weeks. New accounts receive a 4 week free trial, after which billing occurs every 4 weeks.

Transaction Fees: Transaction fees are set as advertised on the Opay website.

All fees are automatically deducted from transaction amounts before settlement to your connected Stripe account.

We reserve the right to change the transaction fee at the Company's sole discretion.

Chargebacks, Refunds and Reserves

You are responsible for all chargebacks, reversals, refunds, and related fees arising from transactions processed through your account. We may deduct or recover these amounts from your balance, from settled or future payouts, or from your connected Stripe account, and if your balance is insufficient you agree to reimburse us for any resulting negative balance on demand. We may also establish and hold a reserve, or delay or suspend payouts, in an amount and for a period we reasonably determine to cover actual or anticipated chargebacks, refunds, fines, or other liabilities associated with your account. Chargeback handling and timelines are also subject to Stripe's terms.

4. Account Requirements

To use our services, you must:

• Complete Stripe Connect onboarding and verification
• Maintain an active subscription
• Provide accurate business and contact information
• Comply with Stripe's Terms of Service and applicable laws
• Use our API responsibly and within rate limits

5. Prohibited Activities

You may not use our services for:

• Illegal activities or prohibited businesses under Stripe's policies
• Processing fraudulent or unauthorized transactions
• Money laundering or terrorist financing
• Circumventing our fee structure
• Reverse engineering or attempting to access our systems unauthorized

6. Data and Privacy

We process payment data in accordance with PCI DSS standards and applicable data protection laws. Transaction data is handled by Stripe according to their privacy policy.

We collect and store minimal business information necessary to provide our services and maintain transaction records as required by law.

Confidentiality

In connection with these terms, each party may have access to non-public information of the other party, including business, technical, and financial information ("Confidential Information"). Each party will use the other party's Confidential Information only as necessary to perform under these terms and will protect it using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, is rightfully received from a third party without restriction, or is required to be disclosed by law.

7. Service Availability

While we strive for 99.9% uptime, we do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance. We are not liable for service interruptions beyond our reasonable control.

Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or secure, or that any defects will be corrected. Payment processing is provided by Stripe and is subject to Stripe's terms, and we make no warranties regarding Stripe's services.

8. Limitation of Liability

Our liability is limited to the fees paid by you in the 12 months preceding any claim. We are not liable for indirect, consequential, or punitive damages. Payment processing is subject to Stripe's terms and limitations.

Indemnification

You agree to indemnify, defend, and hold harmless Orbtronics Ltd and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, and expenses (including reasonable legal fees) arising out of or relating to your use of our services, your transactions, your breach of these terms, your violation of any law or of Stripe's Terms of Service, or any dispute between you and a customer or other third party.

9. Termination

Either party may terminate this agreement with 30 days' notice. We may suspend services immediately for violations of these terms. Upon termination, you remain liable for all outstanding fees and must cease using our API.

Governing Law and Dispute Resolution

These terms are governed by and construed in accordance with the laws of Saint Lucia, without regard to its conflict of laws principles. Any dispute arising out of or relating to these terms will be resolved through the following escalating process. First, the parties will attempt in good faith to resolve the dispute through mediation administered by a mutually agreed mediator, with the costs of mediation shared equally. If the dispute is not resolved within thirty (30) days after a party's written request for mediation, it will be referred to and finally resolved by binding arbitration seated in Saint Lucia, conducted in English before a single arbitrator. Judgment on the arbitral award may be entered by, and either party may seek enforcement of the award in, the courts located in Saint Lucia, which have exclusive jurisdiction over any matter not subject to arbitration. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

10. Suspected Fraudulent Activity

If we detect or suspect fraudulent activity on your account, we will follow the process set out below:

• Payout hold: We will immediately pause payouts to the account associated with the suspected activity pending the outcome of our review.
• Compliance review: We will conduct a compliance review. As part of this review, the affected account holder will be notified and requested to provide information about the transaction(s) in question. The customer who performed the transaction may be contacted to confirm the transaction and any other means reasonably necessary to ensure safe and compliant use of the platform.
• Confirmation and refund: If fraudulent activity is confirmed, the affected funds will be refunded to the person who made the payment.
• Account termination: We reserve the right to terminate a user's account at any time where the user is found to be conducting fraudulent activity.

Amendments to These Terms

We may update or modify these terms from time to time. When we do, we will revise the "Last updated" date above and, where the changes are material, provide reasonable notice through the Opay platform or by email. Your continued use of our services after the revised terms take effect constitutes acceptance of the changes. If you do not agree to the revised terms, you must stop using our services.

11. Contact Information

For questions about these terms or our services, contact us at: