Settlement Policy

This Settlement Policy (“Policy”) explains how Okapay settles funds to Merchants and how settlement timing may be affected by payment methods, Merchant risk, Payment Partners, reserves, refunds, Chargebacks, compliance reviews, and other applicable circumstances.

This Policy forms part of the Okapay Merchant Agreement / Payment Services Agreement and the Okapay Terms & Conditions .

Okapay provides the payment technology platform described in this Policy.

Settlement is the process by which funds collected through Transactions are made available to an eligible Merchant after applicable processing, reconciliation, fees, refunds, Chargebacks, reserves, Holds, and other adjustments.

Okapay may receive or facilitate funds through acquiring banks, payment processors, Payment Partners, and other financial institutions before funds are made available to the Merchant.

A settlement does not necessarily mean that all payment-related risk associated with the underlying Transaction has ended.

Depending on the applicable payment method and Payment Partner, the settlement flow may generally operate as:

Customer → Acquiring / Payment Partner → Okapay-controlled settlement process → Merchant

The exact settlement structure may vary by:

• Country;
• Currency;
• Payment method;
• Merchant;
• Payment Partner;
• Acquiring institution; and
• Applicable regulatory requirements.

Unless Okapay expressly determines otherwise in writing, newly approved Merchants will initially be subject to a T+30 settlement schedule .

Under T+30, eligible funds may become available for settlement approximately thirty (30) days after the applicable Transaction date , subject to applicable adjustments and risk controls.

T+30 is intended to provide Okapay and its Payment Partners with sufficient time to monitor new Merchant activity and manage early-stage:

• Fraud;
• Refunds;
• Chargebacks;
• Customer complaints;
• Transaction irregularities; and
• Other payment-related exposure.

T+30 is a standard initial settlement schedule and does not constitute an unconditional promise that funds will be released exactly thirty (30) days after a Transaction.

Settlement may be delayed where reasonably necessary because of:

• Refunds;
• Chargebacks;
• Disputes;
• Fraud concerns;
• Compliance reviews;
• Payment Partner requirements;
• Banking delays;
• Reconciliation issues;
• Technical issues;
• Reserves;
• Funds Holds;
• Negative balances;
• Regulatory requirements; or
• Other legitimate circumstances.

After a Merchant establishes a satisfactory processing history, Okapay may review the Merchant for a faster settlement schedule.

Okapay may consider:

• Length of processing history;
• Chargeback ratio;
• Refund ratio;
• Fraud activity;
• Customer complaints;
• Processing volume;
• Average transaction value;
• Business type;
• Transaction profile;
• Financial condition;
• Compliance history;
• Payment Partner requirements; and
• Overall Merchant risk.

Settlement reviews are conducted at Okapay's discretion and do not create an automatic entitlement to faster settlement.

Where supported by the applicable Payment Partner and approved by Okapay, a Merchant may be moved from T+30 to a faster settlement schedule such as:

• T+14
• T+7
• T+3
• T+2
• T+1

The applicable settlement schedule may differ by:

• Merchant;
• Payment method;
• Country;
• Currency;
• Payment Partner;
• Transaction type; or
• Risk profile.

Not all Merchants will qualify for faster settlement.

Okapay may move a Merchant to a longer settlement schedule where reasonably necessary.

This may occur if Okapay identifies:

• Increased Chargebacks;
• Increased refunds;
• Increased fraud;
• Increased customer complaints;
• Rapid changes in processing volume;
• Material changes in the business;
• Changes in Transaction behavior;
• Compliance concerns;
• Financial concerns;
• Increased Merchant-default risk;
• Payment Partner requirements; or
• Other increased financial or operational exposure.

A Merchant's previous approval for faster settlement does not create a permanent right to that settlement speed.

Settlement timing may differ between payment methods.

Different payment methods may have different:

• Clearing periods;
• Processing cycles;
• Banking schedules;
• Settlement requirements;
• Refund procedures;
• Chargeback periods; and
• Payment Partner rules.

Accordingly, a Merchant may receive different settlement timing for different payment methods.

Settlement may also vary based on:

• Merchant country;
• Customer country;
• Settlement country;
• Transaction currency;
• Local banking requirements;
• Foreign-exchange requirements;
• Payment Partner arrangements; and
• Applicable laws and regulations.

Cross-border Transactions may be subject to additional processing or settlement considerations.

Before funds are made available to the Merchant, Okapay may deduct applicable amounts, including:

• Processing fees;
• Payment-method fees;
• Refund fees;
• Chargeback fees;
• Payment Partner fees;
• Network fees;
• Currency-conversion charges;
• Other applicable service fees;
• Refund amounts;
• Chargeback amounts;
• Reversals;
• Reserve amounts; and
• Other amounts owed by the Merchant.

The Merchant will receive the applicable net amount after permitted deductions and adjustments.

Okapay may establish a Reserve where reasonably necessary to protect against actual or anticipated financial exposure.

A Reserve may be established or changed due to:

• Chargeback exposure;
• Refund exposure;
• Fraud risk;
• Customer complaints;
• Delayed fulfillment;
• High-risk business activity;
• Merchant-default risk;
• Significant processing changes;
• Payment Partner requirements;
• Compliance concerns; or
• Other legitimate risk considerations.

A Reserve may be:

• Fixed;
• Rolling;
• Percentage-based;
• Transaction-specific; or
• Structured in another reasonable manner.

A Reserve is separate from the Merchant's normal settlement schedule.

Okapay may Hold or restrict Merchant Funds where reasonably necessary to cover actual or anticipated obligations.

A Hold may be applied because of:

• Chargebacks;
• Refunds;
• Reversals;
• Fraud;
• Customer complaints;
• Undelivered goods or services;
• Payment Partner requirements;
• Regulatory requirements;
• Merchant-default risk;
• Negative balances; or
• Other payment-related exposure.

Unless otherwise required by applicable law or agreed in writing, Okapay may Hold affected Merchant Funds for up to 180 days following the applicable Transaction, suspension, termination, or other relevant triggering event.

The purpose of the Hold may include allowing sufficient time for applicable:

• Chargebacks;
• Refunds;
• Disputes;
• Reversals;
• Fraud claims;
• Customer complaints;
• Network assessments; and
• Other liabilities

to become known and resolved.

If during an applicable Hold period Okapay receives or reasonably anticipates additional liabilities, Okapay may extend the applicable Hold for a period reasonably necessary to address the outstanding or anticipated exposure.

Where appropriate, Okapay may extend the Hold for additional periods of up to

180 days at a time while unresolved or reasonably anticipated liabilities remain.

Potential liabilities may include:

• Chargebacks;
• Refunds;
• Reversals;
• Disputes;
• Fraud claims;
• Customer claims;
• Network assessments; and
• Other amounts owed by the Merchant.

The expiration of an initial 180-day period does not require Okapay to release funds where doing so would leave Okapay reasonably exposed to an existing or anticipated obligation.

If Okapay issues a full or partial customer refund under its customer-protection procedures, the applicable amount may be deducted from:

• Current Merchant Funds;
• Pending settlement amounts;
• Future settlements;
• Reserve funds; or
• Other amounts payable to the Merchant.

The Merchant remains financially responsible for applicable refunds unless otherwise agreed in writing.

Chargebacks may be received after a Transaction has already been settled.

Settlement of a Transaction does not release the Merchant from its Chargeback obligations.

Okapay may recover Chargeback amounts and applicable fees from:

• Available Merchant Funds;
• Pending settlements;
• Future settlements;
• Reserves;
• Held funds; or
• Other amounts payable to the Merchant.

Chargeback obligations survive suspension and termination.

If a Merchant's Chargeback rate reaches or exceeds 1% , Okapay may place the Merchant under enhanced risk review.

Okapay may respond by:

• Maintaining or increasing a Reserve;
• Increasing the settlement period;
• Returning the Merchant to T+30;
• Applying additional Holds;
• Restricting payment methods;
• Reducing transaction limits;
• Requiring additional fraud controls;
• Suspending processing; or
• Terminating the Merchant account.

A 1% Chargeback rate is a risk-review trigger and does not automatically require a particular action.

Okapay may take action below 1% where other factors indicate elevated risk.

If refunds, Chargebacks, reversals, fees, or other adjustments cause the Merchant account to become negative, the Merchant remains responsible for the negative balance.

Okapay may recover the negative balance from:

• Future settlements;
• Reserves;
• Held funds;
• Other amounts payable to the Merchant; or
• Other lawful recovery methods.

The Merchant remains responsible for negative balances after suspension or termination.

Merchants must provide accurate settlement bank-account information where

required.

The Merchant is responsible for ensuring that its settlement account:

• Belongs to the Merchant;
• Can legally receive the applicable funds;
• Is accurate and current; and
• Satisfies Okapay and Payment Partner requirements.

Okapay may require additional verification before changing settlement account details.

Okapay will not automatically debit a Merchant's bank account for ordinary negative balances unless separately authorized and legally and technically supported.

A settlement may fail or be returned due to:

• Incorrect bank information;
• Closed bank account;
• Bank rejection;
• Compliance restrictions;
• Payment Partner restrictions;
• Currency restrictions;
• Technical issues; or
• Other banking conditions.

Okapay may retry or reprocess a failed settlement where appropriate.

Additional fees or delays may apply where permitted under the applicable

pricing or Merchant Agreement.

Okapay may experience delays caused by:

• Acquiring institutions;
• Banks;
• Payment processors;
• Card networks;
• Wallet providers;
• Local payment providers;
• Cryptocurrency or digital-asset providers;
• Foreign-exchange providers; or
• Other Payment Partners.

Where a Payment Partner delays, rejects, or restricts a settlement, Okapay may delay or restrict the related Merchant settlement accordingly.

Okapay may temporarily delay or Hold settlements while conducting:

• KYC/KYB reviews;
• Sanctions screening;
• AML reviews;
• Fraud investigations;
• Transaction monitoring;
• Regulatory reviews; or
• Other compliance investigations.

The Merchant may be required to provide additional information before funds are released.

If a Merchant account is suspended, Okapay may stop normal settlement while it reviews:

• Transactions;
• Chargebacks;
• Refunds;
• Fraud;
• Customer complaints;
• Compliance matters;
• Negative balances; and
• Other outstanding obligations.

Okapay may continue to Hold applicable funds during the review and after the suspension where permitted under the Merchant Agreement.

Termination of a Merchant account does not automatically result in immediate release of all Merchant Funds.

Okapay may retain or Hold funds for the period reasonably necessary to address:

• Chargebacks;
• Refunds;
• Reversals;
• Customer claims;
• Network assessments;
• Fees;
• Negative balances;
• Fraud exposure; and
• Other outstanding or reasonably anticipated liabilities.

The Merchant remains responsible for obligations relating to Transactions processed before termination.

Subject to applicable law, Okapay will release remaining eligible funds when it reasonably determines that:

• Applicable Holds have expired or are no longer necessary;
• Chargeback exposure has been sufficiently resolved;
• Refund exposure has been sufficiently resolved;
• Applicable investigations have been completed;
• Fees and other amounts owed have been accounted for; and
• No other material financial obligation remains.

Okapay may first deduct amounts properly owed by the Merchant before releasing the remaining balance.

Any settlement schedule provided by Okapay is subject to the terms of the Merchant Agreement and applicable Payment Partner requirements.

Okapay does not guarantee that a Merchant will receive settlement on a particular calendar date where settlement is affected by:

• Payment Partner processing;
• Banking systems;
• Weekends or bank holidays;
• Currency processing;
• Compliance reviews;
• Fraud investigations;
• Refunds;
• Chargebacks;
• Technical issues; or
• Other circumstances outside Okapay's reasonable control.

The Merchant must:

• Maintain accurate account information;
• Maintain accurate settlement bank details;
• Monitor its Okapay account;
• Maintain sufficient records;
• Respond to Okapay requests;
• Cooperate with compliance reviews;
• Cooperate with Chargeback investigations;
• Maintain appropriate refund procedures; and
• Satisfy amounts owed to Okapay.

Failure to comply may result in delayed settlement, additional Holds, Reserves, suspension, or termination.

A faster settlement schedule, partial release of funds, temporary reduction of a Reserve, or release of a Hold does not waive Okapay's right to apply future risk controls.

Okapay may change settlement arrangements when reasonably necessary.

This Policy should be read together with:

• Okapay Merchant Agreement / Payment Services Agreement;
• Okapay Terms & Conditions;
• Okapay Refund & Cancellation Policy;
• Okapay Chargeback & Dispute Policy; and
• Okapay Prohibited & Restricted Businesses Policy.

In the event of a conflict, the applicable Merchant Agreement or separately executed commercial agreement will control to the extent of the conflict.

Okapay may update this Settlement Policy from time to time to reflect:

• Changes in Payment Partner requirements;
• Changes in banking arrangements;
• Changes in payment-network rules;
• Changes in law;
• New payment methods;
• Risk-management developments; or
• Operational changes.

The updated Policy will become effective when posted unless otherwise stated.

For settlement and account-support questions:

[email protected]

For legal or compliance matters:

[email protected]

For commercial inquiries:

[email protected]

United Kingdom

Okapay 4 Boston Street, Bolton, Greater Manchester, England, BL3 2NQ, United Kingdom

Phone: +447853756631

By using Okapay, the Merchant acknowledges that it has read and agreed to this Settlement Policy and understands that settlement timing may vary based on Merchant risk, payment method, Payment Partner requirements, Chargebacks, refunds, Reserves, Holds, compliance reviews, and other applicable circumstances.