Merchant Agreement

This Merchant Agreement / Payment Services Agreement (“Agreement”) is entered into between Okapay (“Okapay,” “we,” “us,” or “our”) and the individual or legal entity approved to use the Okapay Services (“Merchant,” “you,” or “your”).

This Agreement governs the Merchant’s use of Okapay payment-processing technology, merchant dashboard, APIs, payment methods, settlement services, risk-management services, and related services (collectively, the “Services”).

By signing, electronically accepting, creating an account, or using the Services, the Merchant agrees to be bound by this Agreement.

This Agreement is incorporated with and should be read together with the Okapay Terms & Conditions, Privacy Policy, Refund & Cancellation Policy, and Prohibited & Restricted Businesses Policy .

1.1 Okapay

Okapay provides the payment technology platform and Services described in this Agreement.

Okapay may provide Services directly or through banks, acquiring institutions, payment processors, payment networks, financial institutions, payment-method providers, and other third-party service providers.

1.2 Eligible Merchants

Subject to underwriting, compliance, jurisdictional, Payment Partner, and risk

requirements, Okapay may support:

• Businesses
• Corporations
• Limited liability companies
• Private limited companies
• Partnerships
• Sole proprietors
• Individuals
• Freelancers
• Other eligible legal persons or entities

Okapay may support Merchants internationally, subject to applicable laws, Payment Partner availability, country restrictions, and Okapay approval.

Examples of potentially eligible jurisdictions may include the United Kingdom and other jurisdictions supported by Okapay.

Approval in one jurisdiction does not guarantee approval in another.

“Customer” means a person or entity purchasing goods or services from a Merchant.

“Payment Partner” means any bank, acquiring institution, payment processor, payment network, card network, wallet provider, alternative payment provider, financial institution, crypto or digital-asset provider, or other third party used in connection with the Services.

“Transaction” means a payment or other payment-related transaction processed through the Services, including a payment, refund, reversal, dispute, or Chargeback.

“Merchant Funds” means funds collected or payable in connection with Transactions, less applicable fees, refunds, reversals, Chargebacks, Reserves, Holds, and other amounts owed.

“Reserve” means funds retained or restricted by Okapay to cover actual or anticipated Merchant obligations or financial exposure.

“Hold” means the temporary restriction or withholding of Merchant Funds for risk, compliance, dispute, refund, Chargeback, or other legitimate purposes.

“Chargeback” means a reversal or disputed Transaction initiated by a Customer, card issuer, bank, payment network, Payment Partner, or other applicable institution.

The Merchant appoints Okapay to provide the Services and, where applicable, to submit Transactions to Payment Partners for authorization, processing, clearing, settlement, refund processing, dispute handling, and other payment-related functions.

The Merchant authorizes Okapay and its Payment Partners to:

• Process Transactions
• Submit Transactions for authorization
• Receive payment instructions
• Facilitate settlement
• Facilitate refunds
• Process reversals
• Handle disputes
• Conduct KYC and KYB
• Conduct sanctions and AML screening
• Monitor transactions
• Conduct fraud and risk assessments
• Exchange information necessary to provide the Services
• Apply appropriate risk controls
• Take other actions reasonably necessary to provide the Services

Okapay may use one or more Payment Partners for any Transaction.

Different payment methods may be provided through different Payment Partners.

Payment Partners may impose additional requirements relating to:

• Underwriting
• KYC/KYB
• Licenses
• Settlement
• Reserves
• Transaction limits
• Refunds
• Chargebacks
• Countries
• Currencies
• Business types
• Compliance

The Merchant agrees to comply with applicable Payment Partner requirements communicated through Okapay.

Okapay may change or replace Payment Partners where reasonably necessary.

Subject to availability, Merchant eligibility, jurisdiction, Payment Partner support, and applicable approval, Okapay may support:

• Visa
• Mastercard
• American Express
• Elo
• Hipercard
• Google Pay
• Apple Pay
• PIX
• Belto
• Supported cryptocurrency or digital-asset payment methods
• Other payment methods made available by Okapay

Okapay does not guarantee that any particular payment method will remain available.

Payment methods may vary by Merchant, country, currency, Customer location, business type, and Transaction.

Before activating the Services, Okapay may conduct underwriting and risk review.

The Merchant may be required to provide:

• Legal name
• Trading name
• Business address
• Country of registration
• Business registration documents
• Government identification
• Tax information
• Beneficial ownership information
• Directors and officers
• Website information
• Product and service information
• Expected transaction volume
• Average transaction value
• Customer locations
• Processing countries
• Settlement information
• Bank account information
• Licenses and permits
• Financial information
• Processing history
• Other information reasonably required by Okapay or its Payment Partners

Submitting an application does not guarantee approval.

Okapay may approve, reject, conditionally approve, restrict, suspend, or terminate an application or account.

The Merchant authorizes Okapay and applicable Payment Partners to perform:

• KYC
• KYB
• Beneficial ownership verification
• Identity verification
• Sanctions screening
• AML screening
• Fraud screening
• Transaction monitoring
• Risk assessments
• Other compliance checks

Okapay may request updated information at any time.

Failure to provide requested information may result in:

• Delayed settlement
• Additional review
• Transaction restrictions
• Reserves
• Funds Holds
• Suspension
• Termination

The Merchant represents and warrants that:

• 1 Information provided to Okapay is accurate, complete, current, and not misleading.
• 2 The Merchant has authority to enter into this Agreement.
• 3 The Merchant is legally permitted to operate its business.
• 4 Its products and services comply with applicable law.
• 5 It will not use Okapay for prohibited or unauthorized activities.
• 6 It will not process Transactions for an undisclosed third party.
• 7 It will not materially misrepresent Transactions.
• 8 It will notify Okapay of material changes to its business.
• 9 It will maintain adequate customer support.
• 10 It will maintain appropriate refund and cancellation procedures.
• 11 It will comply with applicable Payment Partner and payment-network requirements.

The Merchant is responsible for:

• Products and services
• Fulfillment
• Customer support
• Accurate product descriptions
• Pricing disclosures
• Refunds and cancellations
• Customer communications
• Taxes
• Data protection
• Transaction accuracy
• Fraud prevention
• Dispute responses
• Chargeback responses
• Legal compliance

The Merchant must not use Okapay for any business, website, product, service, or activity not disclosed or approved where approval is required.

The Merchant may not use its Okapay account to process payments for:

• Another business
• Another person
• An undisclosed seller
• A third party
• A related business not disclosed to Okapay

unless Okapay has expressly approved the arrangement.

At launch, Okapay does not generally provide a sub-merchant or marketplace arrangement unless separately approved in writing.

Transactions may be submitted through Okapay to applicable Payment Partners.

Okapay does not guarantee that any Transaction will be approved or completed.

Transactions may be:

• Declined
• Delayed
• Reversed
• Refunded
• Blocked
• Held
• Suspended
• Otherwise restricted

Reasons may include:

• Fraud concerns
• Payment Partner rules
• Network rules
• Insufficient funds
• Technical issues
• Regulatory requirements
• Risk controls
• Customer disputes
• Merchant restrictions

Applicable Okapay fees are displayed on the Okapay website, pricing pages, Merchant dashboard, commercial documentation, or other applicable pricing materials.

Fees may include:

• Processing fees
• Payment-method fees
• Currency-conversion fees
• Payout fees
• Withdrawal fees
• Refund fees
• Chargeback fees
• Dispute fees
• Payment Partner fees
• Network fees
• Other applicable charges

Okapay may deduct applicable fees from Merchant Funds.

Okapay may update pricing prospectively.

Where a separately executed commercial agreement contains different pricing, the commercial agreement will control to the extent of the conflict.

Settlement timing depends on:

• Merchant risk profile
• Payment method
• Payment Partner
• Acquiring institution
• Country
• Currency
• Processing history
• Chargeback exposure
• Refund exposure
• Business model
• Compliance requirements
• Other relevant operational or risk factors

Okapay does not guarantee a specific settlement date unless expressly agreed in writing.

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

Under T+30, eligible funds from a Transaction may become available for settlement approximately thirty (30) days after the applicable Transaction date.

T+30 remains subject to:

• Successful processing
• Reconciliation
• Applicable fees
• Refunds
• Chargebacks
• Reserves
• Holds
• Compliance reviews
• Payment Partner requirements
• Other applicable adjustments

T+30 is an initial risk-management arrangement and does not constitute a guarantee that funds will be released exactly thirty days after a Transaction.

After establishing a satisfactory processing history, a Merchant may be reviewed for faster settlement.

Depending on:

• Processing history
• Chargeback ratio
• Refund ratio
• Fraud history
• Customer complaints
• Business model
• Processing volume
• Transaction profile
• Financial condition
• Compliance history
• Payment Partner requirements
• Overall risk profile

Okapay may move the Merchant to a faster settlement schedule, including:

• T+14
• T+7
• T+3
• T+2
• T+1

or another schedule supported by the applicable Payment Partner.

A Merchant is not automatically entitled to faster settlement after any specific period.

Okapay may determine eligibility at its discretion based on applicable risk and operational factors.

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

Reasons may include:

• Increased Chargeback exposure
• Increased refund exposure
• Increased fraud risk
• Significant customer complaints
• Material changes in activity
• Significant processing-volume increases
• Business-model changes
• Financial concerns
• Compliance concerns
• Payment Partner requirements
• Other increased financial or operational risk

A faster settlement schedule does not create a permanent entitlement.

Okapay may establish, increase, reduce, or maintain a Reserve whenever reasonably necessary to protect against actual or reasonably anticipated exposure.

Exposure may include:

• Chargebacks
• Refunds
• Reversals
• Fraud
• Customer claims
• Undelivered goods or services
• Network assessments
• Merchant-default risk
• Negative balances
• Payment Partner requirements
• Other financial obligations

A Reserve may be fixed, rolling, percentage-based, Transaction-specific, or otherwise structured based on the applicable circumstances.

Okapay may delay, restrict, reserve, or hold Merchant Funds where reasonably necessary to address actual or anticipated liabilities.

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

The purpose of a Hold may include allowing time for:

• Chargebacks
• Refunds
• Reversals
• Customer complaints
• Disputes
• Fraud claims
• Network assessments
• Other payment-related liabilities

to arise and be resolved.

If during the applicable Hold period Okapay receives or reasonably anticipates additional:

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

Okapay may extend the Hold for an additional period reasonably necessary to address the outstanding or anticipated exposure.

Where appropriate, Okapay may extend a Hold for additional periods of up to 180 days at a time while unresolved or reasonably anticipated liabilities remain.

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.

Okapay will release remaining funds when it reasonably determines that applicable obligations and exposure have been resolved, subject to:

• Applicable law
• Payment Partner requirements
• Chargebacks
• Refunds
• Fees
• Reserves
• Negative balances
• Other amounts owed by the Merchant

Okapay may first deduct or offset amounts properly owed before releasing remaining funds.

The Merchant is primarily responsible for refunds concerning its products and services.

However, Okapay may independently investigate Customer complaints and payment issues.

If a Customer contacts Okapay claiming that:

• Goods or services were not delivered;
• Goods or services were materially different from what was represented;
• The Merchant failed to appropriately address the complaint;
• The Transaction was unauthorized or potentially fraudulent; or
• Another legitimate customer-protection or payment-related issue exists,

Okapay may investigate.

Okapay may, without obtaining prior Merchant approval , issue:

• Full refunds;
• Partial refunds;
• Payment reversals where technically and legally possible; or
• Other appropriate customer-protection measures.

Okapay may take such action where Okapay reasonably determines it is appropriate based on:

• Customer protection;
• Fraud prevention;
• Failure to deliver;
• Material misrepresentation;
• Payment-network requirements;
• Payment Partner requirements;
• Regulatory obligations;
• Unauthorized transactions; or
• Other legitimate risk or payment considerations.

The Merchant expressly authorizes Okapay to take these actions.

Okapay will generally notify the Merchant after issuing a refund where

reasonably practicable.

Notification may be delayed or withheld where required or permitted by law, Payment Partner rules, fraud-prevention requirements, security considerations, or an investigation.

Unless otherwise agreed in writing, the Merchant remains financially responsible for Okapay-issued refunds relating to the Merchant's Transactions.

Okapay may recover refund amounts from:

• Available Merchant Funds;
• Future settlements;
• Reserve funds;
• Other amounts payable to the Merchant; or
• Other lawful recovery mechanisms.

If sufficient funds are unavailable, the Merchant remains liable for the outstanding amount.

The Merchant is responsible for Chargebacks relating to its Transactions.

The Merchant must cooperate with Okapay and Payment Partners by providing requested evidence within the applicable deadline.

Evidence may include:

• Proof of delivery;
• Tracking information;
• Customer communications;
• Service completion records;
• Digital access records;
• Invoices;
• Contracts;
• Customer authorization; or
• Other relevant evidence.

Okapay may respond to Chargebacks on behalf of the Merchant where appropriate.

Okapay does not guarantee that a Chargeback will be successfully contested.

The Merchant is responsible for:

• Chargeback amounts;
• Chargeback fees;
• Network assessments;
• Payment Partner fees;
• Related costs;
• Refund obligations; and
• Other losses attributable to Merchant Transactions.

Okapay may deduct applicable amounts from Merchant Funds, Reserves, or future settlements.

Suspension, closure, or termination does not eliminate responsibility for Transactions processed before termination.

Chargebacks, refunds, reversals, fraud claims, customer complaints, and network assessments may arise after termination.

The Merchant remains responsible for such obligations.

If the Merchant's account becomes negative due to:

• Chargebacks;
• Refunds;
• Reversals;
• Fees;
• Fraud losses;
• Network assessments; or
• Other obligations,

the Merchant owes the resulting amount to Okapay.

The Merchant must promptly satisfy any negative balance upon request.

The obligation survives suspension, closure, or termination.

Okapay will not automatically debit the Merchant's bank account for ordinary

negative balances unless separately authorized by the Merchant and legally and technically supported.

The absence of automatic bank-account debit does not release the Merchant from any amount owed.

Okapay may use:

• Merchant Funds;
• Future settlements;
• Reserves;
• Other amounts payable to the Merchant; or
• Other lawful recovery methods

to recover amounts owed.

Okapay may, without prior notice , immediately suspend, restrict, limit, disable, or terminate all or any portion of the Services where Okapay reasonably determines that immediate action is necessary or appropriate.

Reasons may include:

• Suspected fraud;
• Excessive Chargebacks;
• Excessive refunds;
• Excessive customer complaints;
• Failure to deliver goods or services;
• Misrepresentation;
• Prohibited activities;
• KYC/KYB concerns;
• AML concerns;
• Sanctions concerns;
• Security concerns;
• Regulatory concerns;
• Payment Partner instructions;
• Material changes in business;
• Insolvency;
• Financial distress;
• Merchant-default risk;
• Violation of this Agreement; or
• Other material legal, financial, operational, security, or reputational risk.

Okapay is not required to provide advance notice where doing so could increase risk, interfere with an investigation, compromise security, violate legal requirements, or conflict with Payment Partner requirements.

The Merchant must cooperate with Okapay during:

• Risk reviews;
• Compliance reviews;
• Fraud investigations;
• Customer disputes;
• Chargebacks;
• Refund investigations;
• Payment investigations;
• Regulatory reviews.

Failure to provide requested information may result in continued suspension, additional Reserves, extended Holds, refunds, reversals, or termination.

The Merchant must comply with the Okapay Prohibited & Restricted Businesses Policy .

Okapay may refuse, restrict, suspend, or terminate processing for prohibited or unauthorized activities.

Okapay may impose additional requirements on restricted businesses, including:

• Enhanced due diligence;
• Documentation;
• Reserves;
• Holds;
• Transaction limits;
• Delayed settlement;
• Enhanced monitoring; or
• Payment Partner approval.

The Merchant must notify Okapay of material changes to:

• Products;
• Services;
• Business model;
• Website;
• Ownership;
• Beneficial owners;
• Processing countries;
• Customer markets;
• Transaction types;
• Expected processing volumes; or
• Payment flows.

Okapay may require re-underwriting before the changed activity is permitted.

The Merchant must maintain reasonable security controls and protect:

• Account credentials;
• API credentials;
• Passwords;
• Authentication credentials;
• Access tokens; and
• Other security information.

The Merchant must immediately notify Okapay of suspected:

• Unauthorized access;
• Fraud;
• Account compromise;
• Unauthorized Transactions; or
• Security incidents.

The Merchant must maintain appropriate records relating to Transactions, including:

• Orders;
• Invoices;
• Delivery records;
• Tracking records;
• Customer communications;
• Refund records;
• Cancellation records;
• Service completion records; and
• Other relevant Transaction documentation.

Okapay may request such records when reasonably necessary.

Okapay and the Merchant will process personal information in accordance with applicable privacy and data-protection laws.

Okapay may process personal information for:

• Payment processing;
• KYC/KYB;
• Fraud prevention;
• Risk management;
• Chargebacks;
• Refunds;
• Customer support;
• Compliance; and
• Legal obligations.

The Okapay Privacy Policy governs Okapay's processing of personal information.

Where applicable, the parties may execute a separate Data Processing Addendum.

Okapay may provide Services through:

• Okapay
• Payment Partners
• Contractors and service providers

The entity providing a specific Service may depend on:

• Merchant location;
• Customer location;
• Payment method;
• Currency;
• Regulatory requirements;
• Payment Partner structure; and
• Applicable law.

All rights in and to Okapay technology, software, APIs, interfaces, designs, documentation, branding, trademarks, and related intellectual property belong to Okapay or its licensors.

The Merchant receives only the limited rights necessary to use the Services.

The Merchant may not copy, reverse engineer, modify, distribute, resell, sublicense, or commercially exploit Okapay technology except as expressly permitted.

Merchants using Okapay APIs must:

• Protect API credentials;
• Follow documentation;
• Respect usage limits;
• Maintain security controls;
• Not bypass security;
• Not interfere with Okapay systems; and
• Use APIs only for authorized purposes.

Okapay may modify API functionality, limits, or availability where reasonably necessary.

The Services may depend on third-party infrastructure and Payment Partners.

Okapay is not responsible for failures, delays, declines, outages, or restrictions caused by third parties except to the extent liability cannot legally be excluded.

The Merchant is responsible for all taxes, duties, fees, government charges, filings, and reporting obligations relating to its business and Transactions.

Each party will use reasonable measures to protect confidential information received from the other party.

Confidential information does not include information that:

• Is publicly available;
• Was lawfully known before disclosure;
• Is independently developed; or
• Must be disclosed by law.

To the maximum extent permitted by law, the Merchant agrees to indemnify, defend, and hold harmless Okapay, its affiliates, directors, officers, employees, agents, and Payment Partners against claims, losses, damages, liabilities, costs, and expenses arising from:

• The Merchant's products or services;
• Use of the Services;
• Breach of this Agreement;
• Violation of law;
• Fraud;
• Customer claims;
• Intellectual-property infringement;
• Merchant security failures;
• Taxes; or
• Merchant misrepresentations.

To the maximum extent permitted by law, Okapay and its affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

To the maximum extent permitted by law, Okapay's aggregate liability arising out of or relating to this Agreement or the Services will not exceed the fees actually paid by the Merchant to Okapay during the twelve months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.

To the maximum extent permitted by law, Okapay does not guarantee that the Services will:

• Always be available;
• Be uninterrupted;
• Be error-free;
• Approve all Transactions;
• Prevent all fraud;
• Prevent all Chargebacks;
• Provide a specific settlement time; or
• Remain available through any particular Payment Partner.

The Merchant and Okapay should first attempt to resolve disputes by contacting:

[email protected]

Where permitted by applicable law and the agreement governing the parties, disputes may be resolved through individual binding arbitration.

Any arbitration provision, class-action waiver, or jury-trial waiver will apply only to the extent enforceable under applicable law.

Nothing in this Agreement waives rights that cannot lawfully be waived.

This Agreement will be governed by the law specified in any applicable commercial agreement between Okapay and the Merchant.

If no separate commercial agreement specifies governing law, the law applicable to the Okapay entity providing the relevant Service will apply, subject to mandatory applicable law.

The Merchant agrees that electronic acceptance of this Agreement is legally binding to the extent permitted by applicable law.

Acceptance may occur through:

• Electronic signature;
• Checkbox;
• Account registration;
• Merchant onboarding;
• Dashboard acceptance;
• API activation; or
• Continued use of the Services.

Okapay may retain electronic records of:

• Merchant identity;
• Person accepting;
• Date and time;
• IP address;
• Device information;
• Agreement version; and
• Other reasonable acceptance records.

Okapay may update this Agreement from time to time.

Changes may be communicated through:

• Website publication;
• Merchant dashboard;
• Email;
• Account notification; or
• Other reasonable methods.

The updated Agreement becomes effective on the stated effective date.

Continued use after the effective date constitutes acceptance to the extent permitted by applicable law.

The Merchant may not assign this Agreement without Okapay's prior written consent.

Okapay may assign this Agreement in connection with:

• A merger;
• Acquisition;
• Corporate restructuring;
• Financing;
• Sale of assets;
• Transfer of a business line; or
• Other corporate transaction.

The following survive suspension or termination:

• Payment obligations;
• Chargebacks;
• Refund obligations;
• Reversals;
• Reserves;
• Funds Holds;
• Negative balances;
• Indemnification;
• Confidentiality;
• Intellectual property provisions;
• Limitation of liability;
• Dispute resolution; and
• Other provisions that by their nature should survive.

If any provision is determined to be invalid or unenforceable, the remaining provisions remain effective to the maximum extent permitted by law.

The affected provision will be modified only to the minimum extent necessary where legally permitted.

Failure by Okapay to enforce a provision immediately does not waive its right to enforce that provision later.

Temporary release of funds, settlement of a dispute, or failure to exercise a right does not constitute a waiver.

This Agreement, together with:

• Okapay Terms & Conditions;
• Okapay Privacy Policy;
• Okapay Refund & Cancellation Policy;
• Okapay Prohibited & Restricted Businesses Policy;
• Applicable pricing;
• Any applicable commercial agreement; and
• Other documents expressly incorporated into the relationship

constitutes the agreement between Okapay and the Merchant concerning the Services.

If a separately executed commercial agreement conflicts with this Agreement, the separately executed agreement controls to the extent of the conflict.

United Kingdom

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

Phone: +447853756631

General Support: [email protected] Legal & Compliance: [email protected] Sales: [email protected]

By electronically accepting this Agreement, the Merchant confirms that:

• The information supplied during onboarding is accurate;
• The Merchant has authority to enter into this Agreement;
• The Merchant understands that new accounts may initially be subject to T+30 settlement;
• The Merchant understands that Okapay may move eligible Merchants to faster settlement;
• The Merchant understands that Okapay may establish Reserves;
• The Merchant understands that Okapay may Hold funds for up to 180 days and extend Holds where unresolved or reasonably anticipated liabilities remain;
• The Merchant understands that Okapay may issue full or partial customer refunds without prior Merchant approval under this Agreement;
• The Merchant remains financially responsible for applicable refunds,

Chargebacks, reversals, fees, and negative balances;

• The Merchant understands that Okapay may suspend or restrict its account without prior notice where permitted;
• The Merchant agrees to the Okapay Terms & Conditions;
• The Merchant agrees to the Okapay Privacy Policy;
• The Merchant agrees to the Okapay Refund & Cancellation Policy; and
• The Merchant agrees to the Okapay Prohibited & Restricted Businesses Policy.

Electronic Acceptance:

• ☐ I have read, understood, and agree to the Okapay Merchant Agreement / Payment Services Agreement and the policies incorporated into it.