Merchant Services Agreement

This Merchant Services Agreement ("Agreement") is between Vexutopia Ltd ("Vexutopia", "we", "us") and the merchant entity or individual ("Merchant", "you") that registers for and uses the Vexutopia payment orchestration platform ("Platform"). By creating an account and using the Platform, you agree to be bound by this Agreement.

1. Services

Vexutopia provides a payment orchestration platform that routes payment transactions through third-party payment providers ("Providers"). Vexutopia acts as an intermediary and does not itself hold, transmit, or custody funds on behalf of Merchants.

Payouts are settled directly from Providers to the Merchant's configured cryptocurrency wallet address. Vexutopia receives an affiliate commission from Providers as compensation for its services.

2. Merchant Obligations

The Merchant agrees to:

• Provide accurate and complete registration information
• Maintain a valid, operational cryptocurrency wallet address for receiving payouts
• Comply with all applicable laws, regulations, and payment network rules
• Comply with Vexutopia's Acceptable Use Policy at all times
• Not misrepresent the nature of goods or services in payment requests
• Promptly notify Vexutopia of any suspected fraud, security breach, or unauthorised access
• Keep API keys confidential and not share them with unauthorised parties

3. Fees

Vexutopia charges a platform fee as a percentage of each completed transaction. The applicable fee rate is determined by the Merchant's lifetime processing volume:

The platform fee is deducted from the payout by the Provider at settlement. Additional Provider processing fees may apply and are governed by the Provider's own terms.

4. Payouts

Payouts are processed automatically by the Provider upon transaction confirmation and sent directly to the Merchant's configured wallet address. Vexutopia does not hold or control Merchant funds.

• The Merchant is responsible for maintaining a valid, operational wallet address
• Vexutopia is not liable for funds sent to an incorrect or inaccessible wallet address provided by the Merchant
• Payouts are denominated in the cryptocurrency received from the customer (e.g. ETH, USDC)
• The Merchant bears all cryptocurrency price volatility risk

5. Chargebacks & Disputes

Because all payments processed through the Platform result in immediate, irreversible cryptocurrency settlements to the Merchant's wallet, Vexutopia does not impose chargeback fees on Merchants. Chargebacks initiated by customers are handled exclusively by the relevant third-party Provider in accordance with that Provider's own terms and card-network rules.

• Merchants bear no direct financial liability for chargebacks under this Agreement
• Merchants receive no chargeback notifications or dispute workflows through the Platform
• If a Provider terminates its service due to excessive dispute rates on traffic routed through the Platform, Vexutopia may reroute transactions to alternative Providers without prior notice
• Vexutopia is not liable for any losses arising from Provider termination or reduced processing capability resulting from chargeback activity
• Merchants must not knowingly facilitate fraudulent transactions or conduct that generates disproportionate disputes

6. Prohibited Conduct

Merchants must comply with the Vexutopia Acceptable Use Policy. Violations may result in immediate account suspension, termination, and withholding or reversal of pending payouts.

7. Representations & Warranties

The Merchant represents and warrants that:

• It has full legal authority to enter into this Agreement
• All information provided to Vexutopia is accurate and complete
• Its business activities comply with all applicable laws and regulations
• It will not use the Platform for money laundering, fraud, or other illegal activities
• It has obtained all necessary licences and consents to operate its business

8. Disclaimer of Warranties

The Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or uninterrupted availability. Vexutopia does not guarantee that the Platform will be error-free or that third-party Providers will process transactions successfully.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Vexutopia's total liability to the Merchant shall not exceed the platform fees paid in the three months preceding the claim
• Vexutopia is not liable for indirect, consequential, or punitive damages
• Vexutopia is not liable for failures or delays caused by third-party Providers, blockchain network congestion, or events outside its reasonable control
• Vexutopia is not liable for losses arising from cryptocurrency price movements

10. Indemnification

The Merchant agrees to indemnify and hold harmless Vexutopia, its directors, employees, and agents from any claims, damages, fines, or costs (including legal fees) arising from: (a) the Merchant's violation of this Agreement or applicable law; (b) the Merchant's goods or services; or (c) any third-party claim relating to the Merchant's use of the Platform.

11. Termination

Either party may terminate this Agreement with 30 days' written notice. Vexutopia may terminate immediately upon:

• Violation of this Agreement or the Acceptable Use Policy
• Suspected fraud, money laundering, or illegal activity
• Instruction from a regulatory authority or law enforcement
• Material misrepresentation by the Merchant

12. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Contact

For questions about this Agreement, contact [email protected].