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TERMS AND CONDITIONS

General information

This document (“Terms”) is a legally binding agreement between you (the “User”, “Merchant” or “you”) and CodeWave Solutions LTD, a company registered in the British Virgin Islands (Reg. No. 2151687), registered address: Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands (“CodeWave”, “we”, “us”, “our”). These Terms govern your use of the PayPlay Website, software, APIs, widgets and other products and services we provide (collectively, the “Services”).

By accessing the Website or creating an Account, you confirm that you have read, understood and agree to these Terms. You must be at least 18 years old and have full legal capacity to enter into this agreement and use the Services in compliance with the laws of your country.

These Terms incorporate by reference our Privacy Policy and, where applicable, a Data Processing Agreement (DPA) and any product-specific addenda.

Definitions

  • Account — a secure online interface (dashboard/API) enabling you to access and use the Services after registration and successful verification.
  • Customer — your customer, client or donor paying you for goods or services.
  • Invoice — a payment request you create to accept a payment in a supported virtual asset using our Services.
  • Virtual Asset — a cryptographically secured digital asset recorded on a public blockchain (e.g., BTC, ETH, stablecoins).
  • Wallet / Address — a blockchain address for receiving or sending Virtual Assets.
  • Fees — charges for the Services as communicated in your Account or a Schedule of Fees.
  • Business Day — any day other than Saturday, Sunday or a public holiday when banks are open at the place of payment.
  • Applicable Law — the laws of England and Wales.

The Services

PayPlay is a technology platform that enables you to accept and process payments in supported Virtual Assets and to initiate related actions (e.g., refunds, withdrawals) through software tools, APIs and widgets. We are not a bank, money transmitter/remitter or a custodian; funds flow on public blockchains or through regulated third-party institutions selected by you or by us for integration.

Depending on the configuration, wallet addresses and clearing/settlement may be provided by third-party liquidity providers or financial institutions. You authorise us to take reasonable actions necessary to deliver the Services and to comply with applicable laws and regulations.

Prohibited use and restrictions

You may not use the Services for unlawful purposes or in connection with prohibited businesses (including, without limitation: illegal drugs or paraphernalia; weapons or explosives; toxic/regulated materials; sexually explicit content or services; pyramid or predatory schemes; IP-infringing goods; credit repair/collection services; speculative financial products; cloud-mining; or any activity that violates sanctions). We may update the restrictions from time to time and determine, at our discretion, whether an activity is prohibited.

Representations and warranties

You represent and warrant that:

  1. you have full authority to bind the legal entity you represent;
  2. your use of the Services complies with Applicable Law (including consumer protection, tax and sanctions laws);
  3. you will provide accurate information and promptly update it;
  4. you will implement reasonable security controls to protect your systems and data.

Account, verification and credentials

Full functionality is available after completing our verification (KYC/KYB) procedures. We may request documents about your identity, ownership, business model, source of funds and transaction purpose. Keep your credentials (including any 2FA) confidential and do not share them with unauthorised persons. You are responsible for all activity under your Account.

Fees

Fees are disclosed in your Account or a Schedule of Fees and may include processing fees and pass-through network fees (e.g., miner/gas fees) and fees of third-party liquidity providers or financial institutions. The blockchain networks charge network fees and are non-refundable.

Collecting virtual assets on your behalf

After Account activation, you can receive Virtual Assets from your Customers. Suppose a third-party liquidity provider provides wallet infrastructure. In that case, you authorise such provider to receive funds and deduct applicable fees on your behalf and to take actions required to deliver the Services and comply with the law. You retain ownership of the Virtual Assets received to your designated Wallets.

We are not a party to the underlying sale between you and your Customers and are not responsible for the quality, legality or delivery of your goods/services. Disputes between you and your Customers must be resolved by you directly.

Invoices, transactions and exceptions

When a Customer pays an Invoice within the displayed time window, the exchange rate shown in the Invoice applies to the Customer. You assume the volatility risk of your chosen settlement asset. Transactions require blockchain confirmations; timing depends on network conditions and fees.

If a Customer sends funds to the wrong network, token or amount, or after the Invoice expires, we may (but are not obliged to) assist on a commercially reasonable efforts basis. Network fees already paid are not refundable.

Unsupported/declined payments

We may decline or block a transaction that violates these Terms, appears fraudulent or unlawful, or would expose us or others to risk. Unsupported payments (including payments in assets or on networks we do not support) may be irrecoverable.

Refunds

Refunds are your responsibility as the merchant. Where the Service allows refund initiation, we may process a refund on your behalf, subject to (i) successful identification of the original transaction, (ii) availability of funds, (iii) applicable minimum amounts and fees, and (iv) compliance checks. Refunds are executed in the purchase-price currency or other method agreed with your Customer; network fees and applicable processing fees apply and are not refundable.

Operations status

Your Account shows the status of deposits and withdrawals (e.g., Pending, Declined, Complete). Pending means the required blockchain confirmations have not yet been reached.

Taxes and reporting

You are solely responsible for determining, collecting, reporting and remitting any taxes arising from your use of the Services and from transactions with your Customers. We do not provide tax advice.

Security

We implement industry-standard administrative, physical and technical safeguards and anti-fraud monitoring. You must promptly notify us of any suspected compromise of your Account, credentials or systems. We may suspend transactions that appear suspicious pending review.

AML/CTF compliance

We monitor activity and may request additional information or suspend/decline a transaction or withdrawal where required by law or where suspicious/unusual activity is detected. We may restrict access for users from sanctioned or high-risk jurisdictions and for sanctioned persons or entities.

Advertising and marketing

With your prior written consent, we may use your trade name and logo to identify you as a user of the Services in marketing materials and on our Website. You may revoke consent by written notice.

Changes to Terms, Services and Fees

We may modify these Terms, the Services or the Fees. Changes will be notified via the Website/Account or by email. Your continued use after the effective date constitutes acceptance. If you disagree, you must stop using the Services and close your Account.

Ownership

We and our licensors own all rights in the Software, APIs, documentation, websites, trademarks and other materials. These Terms do not grant you any rights other than those expressly set out herein. You may not copy, modify, reverse engineer or create derivative works of the Services except as permitted by law.

Confidentiality

Each party shall keep confidential non-public information received from the other party and use it only to perform these Terms, subject to customary exceptions (public information, independently developed or lawfully obtained from a third party). Personal data is handled in accordance with the Privacy Policy and, where applicable, the DPA.

Warranty disclaimer and risks

The Services are provided on an “as is” and “as available” basis without any warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. You acknowledge the risks of Virtual Assets, including high volatility, irreversible transactions, technological failures, regulatory changes and network congestion.

Limitation of liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill. Our aggregate liability for all claims arising out of or relating to the Services shall not exceed the Fees paid by you to us for the twelve (12) months preceding the event giving rise to liability.

Indemnification and set-off

You will indemnify and hold us harmless from third-party claims arising from (i) your breach of these Terms or of law, (ii) your products or services, or (iii) misuse of the Services. We may set off amounts you owe us against balances otherwise due to you.

Termination and suspension

We may suspend or terminate the Services (in whole or in part) with notice if you breach these Terms (including non-payment after a reasonable cure period), if we detect fraud or material security risk, or if required by law or a regulator. Upon termination your right to use the Services ceases. Where technically applicable, you may access the Account to withdraw available balances for a limited period after termination.

Independent contractors; assignment

The parties are independent contractors. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a corporate transaction.

Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (including natural disasters, war, acts of authorities, network/utility outages or labor disputes).

Governing law; dispute resolution

The laws of England and Wales govern these Terms and any dispute arising out of or related to them. Disputes will be resolved by arbitration under the LCIA Rules by one (1) arbitrator, seat London, language English, unless otherwise required by mandatory law.

Severability; amendments; waivers; notices

If any provision is found to be invalid, the remainder shall remain effective. No waiver is effective unless in writing. Notices may be delivered via the Account interface or to the emails specified in your Account.

Contact: [email protected] or any address under the @payplay.io domain.