General Terms and Conditions

    This Agreement sets forth the terms and conditions (“Terms”) that apply to your use of the payment service by KSPay, a trading name of Kepos London Ltd(“we”, “our”, or “us”). By accessing or using our services (“Services”), you agree to comply with these Terms, as well as any additional terms specific to the Services you use.

    1. Account Creation and Management

    – To access KSPay’s Services, you must register for an account at [https://pay.chinasoftware.co.uk/register] . You are responsible for providing accurate information and ensuring the security of your account credentials.

    – You agree that KSPay may, at its discretion, modify or update your account limits, transfer limits, and other operational features based on transaction history or usage.

    2. Services Overview

    KSPay offers a variety of services including:

    – Card Terminal Services

    – Manual Card Payment Services

    – API Online Payment Services for eCommerce

    – Money Transfer Services (Instant or Standard 1-2 Business Days)

    – ePOS System and Products

    3. Pricing and Fees

    KSPay reserves the right to set custom fees based on the merchant’s volume and usage, including:

    – Card Terminal Transaction: At agreed Fees

    – Manual Card Payment Fees: Based on transaction volume and merchant agreement.

    – API Online Payment Fees: Based on transaction volume and merchant agreement.

    – Money Transfer Fees: Instant and standard transfer fees differ by merchant.

    – Security Authorization Fees: Ranges between 10p to 99p per transaction, based on volume.

    To view a detailed breakdown of your applicable fees, log in to your KSPay account, then go to:

    Menu > Payment Settings > Pricing

    In this section, you’ll find your Fee Schedule and Documents, including invoice details.
    Please note: Invoices are generated quarterly, meaning every three months.

    4. Card Terminal Services

    – Device Provision: KSPay will provide card terminals or other devices. These devices must be returned in the same condition, with all original packaging, cables, and accessories, or the merchant will be charged for replacements.

    – Device Returns: Merchants must request eligible hardware returns within 14 days from the date the order is marked as shipped and return the item in good condition with the original box, cables, power adapter and supplied accessories where applicable. Eligible physical hardware may also be subject to a 1-year warranty or replacement claim window from the shipped date, subject to inspection, misuse, damage and the applicable product warranty terms. Failure to do so may result in charges or the hardware order/reserve being retained.

    5. Manual Card Payment (Phone Orders)

    Merchants may manually input card information for remote or phone orders. Any liability for manual transaction errors rests solely with the merchant.

    6. API Online Payment Services

    KSPay offers API integration for eCommerce websites. Merchants are responsible for implementing, maintaining, and ensuring the security of API connections.

    7. Money Transfer Services

    -Instant Transfers: Instant Transfers allow you to transfer your balance outside of the normal payout schedule. The terms and conditions for using this service are outlined below:

    a. Instant Transfer Definition:
    Instant Transfer is a feature that allows you to request your available balance to be sent to your linked bank account outside of the standard Business Day Payout Schedule. By using this feature, you agree to the terms outlined here as well as those specified in KSPay’s General Terms and Payment Terms. Any inconsistency between the Payment Terms and these Instant Transfer terms will default to the latter when using this feature.

    b. Authorisations:
    When you request an Instant Transfer from your KSPay Account, you authorise KSPay to deduct the Instant Transfer Fees from your balance before transferring the remaining amount to your linked bank account. The standard processing fees still apply for each transaction processed.

    c. Instant Transfer Fees:
    The fees for Instant Transfers may vary depending on the merchant or user, transaction volume, and other factors. KSPay reserves the right to set custom Instant Transfer fees based on individual agreements. Fees are automatically deducted before payout and are applied at the time of transfer initiation. These fees are non-refundable and may differ based on the negotiated terms.

    d. Prerequisites for Using Instant Transfer:
    To use this feature, you must:

    1. Have a UK bank account linked to your KSPay Account.Ensure your bank can accept funds through the Faster Payments Scheme.Be in good standing as a KSPay Merchant or User.Have processed card transactions consistently for at least seven consecutive days.

    e. Payout Schedule and Transfer Timing:
    Once initiated, KSPay will process Instant Transfer requests promptly. In most cases, funds will reach your bank account within 1-2 hours, but in rare cases, the process may take up to 24 hours. Timing may vary depending on your bank and payment network’s processing capabilities.

    – Standard Transfers: Funds can be transferred within 1-2 business days, with applicable fees depending on merchant-specific agreements.

    – Transfer Limits: KSPay reserves the right to impose minimum and maximum transfer limits, which may be adjusted automatically or manually based on account activity.

    7. Refunds and Chargebacks

    KSPay does not provide refunds for payment services. Merchants are responsible for managing refund and chargeback requests from customers.

    8. Customer Data Responsibility

    9. Governing Law

    This Agreement is governed by the laws of England and Wales.

    10. Amendments to Terms

    KSPay reserves the right to amend these Terms at any time. Any updates will be communicated via email or published on our website.

    11. Dispute Resolution

    All disputes will be resolved through arbitration under the laws of England and Wales.

    12. Equipment Replacement and Fees

    If a merchant fails to return equipment such as card terminals, ePOS systems, or other hardware, KSPay reserves the right to deduct the full cost of the equipment from the merchant’s balance or collect it via direct debit.

    13. Custom Software Development

    KSPay may offer custom development of ePOS software or other platforms upon request. Any software modifications will be charged at agreed-upon rates and are non-refundable.

    14. Third-Party Integrations

    KSPay offers integrations with certain third-party software and platforms.

    The availability and functionality of these integrations may change without notice, and KSPay is not responsible for any third-party software failures.

    15. Service Downtime

    KSPay strives for 99.9% service uptime. However, scheduled maintenance, technical updates, and external factors may cause temporary service interruptions.

    16. Merchant Agreement

    By continuing to use KSPay services, you agree to these Terms in their entirety. Non-compliance with any of these Terms may result in service suspension or termination.

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    17. Minimum Monthly Usage

    If a merchant does not meet a minimum threshold of transactions, KSPay reserves the right to apply a service fee or suspend services until the threshold is met.

    18. Compliance with Laws

    Merchants must ensure that they comply with all local, national, and international laws, including those related to data privacy and financial transactions.

    19. Warranty Exclusions

    KSPay does not provide warranties for software bugs, third-party integrations, or issues caused by external factors.

    20. Device Shipping Policy

    KSPay is not responsible for delays in shipping hardware such as card terminals due to carrier or customs issues. Merchants are responsible for paying any customs duties on international shipments.

    21. Merchant Transfer Requests

    Merchants may request transfers of funds to designated accounts. Any errors due to incorrect banking information will be the responsibility of the merchant.

    22. Right to Amend Fees and Terms

    KSPay reserves the right to amend or update service fees, terms, and conditions at any time. Merchants will be notified at least 30 days prior to the effective date of any substantial changes. Continued use of the services constitutes acceptance of the updated terms.

    23. Merchant KYC (Know Your Customer) Requirements

    Merchants agree to comply with KSPay’s Know Your Customer (KYC) and Anti-Money Laundering (AML) policies, including submitting accurate and up-to-date identification and business information. KSPay reserves the right to suspend services if a merchant fails to comply with KYC requirements.

    24. Merchant Financial Responsibility

    KSPay reserves the right to review the financial health of merchants on an ongoing basis. If a merchant is found to be at risk of insolvency or bankruptcy, KSPay may suspend services or increase security requirements (e.g., requiring additional reserves or deposits).

    25. Reserve Requirements

    KSPay may require merchants to maintain a reserve account or security deposit, depending on the risk profile of their business. This reserve is intended to cover any potential chargebacks, disputes, or unpaid fees. KSPay reserves the right to adjust the reserve amount based on transaction history or changes in risk assessment.

    26. Chargeback Liability

    Merchants are fully responsible for chargebacks, disputes, or refund requests initiated by customers. KSPay may deduct disputed amounts from the merchant’s balance until the dispute is resolved. KSPay will not bear any financial responsibility for chargebacks.

    27. Force Majeure

    KSPay will not be held liable for any delays or failures in service due to events beyond its control, such as natural disasters, strikes, technical failures, pandemics, or government-imposed restrictions. This clause protects KSPay from liability during unforeseeable circumstances.

    28. Data Breach Notification

    If a data breach occurs, merchants must notify KSPay immediately. KSPay will not be liable for breaches caused by the merchant’s lack of security measures. Merchants are responsible for any costs associated with notifying their customers and complying with data protection laws.

    29. Right to Withhold Payouts

    KSPay reserves the right to withhold or delay payouts if fraudulent activity is suspected or if there are unresolved disputes. Payouts may also be delayed for merchants deemed high risk, pending further investigation.

    30. Indemnification

    The merchant agrees to indemnify and hold KSPay harmless against any third-party claims, legal actions, or costs arising from the merchant’s use of the services, including but not limited to disputes, regulatory issues, or violations of these terms.

    31. Legal Jurisdiction

    This agreement will be governed by and interpreted in accordance with the laws of England and Wales. Any disputes or legal actions arising from this agreement must be brought before the courts of Manchester, England.

    32. Early Termination Fees

    If a merchant terminates the contract before the agreed term without cause, KSPay reserves the right to charge an early termination fee to cover the administrative and operational costs associated with closing the account.

    33. Confidentiality of Fees and Terms

    The merchant agrees not to disclose KSPay’s fees, terms, or business practices to third parties without explicit written consent. Breaching this confidentiality agreement could result in legal action or termination of services.

    34. Suspicious Transaction Monitoring

    KSPay reserves the right to monitor and block any transactions deemed suspicious or high risk. The merchant will be informed of any blocked transactions and may be required to provide additional documentation or verification.

    35. Merchant Liability for Third-Party Integrations

    Merchants who use third-party integrations or applications with KSPay’s system assume full responsibility for the security, performance, and compliance of those third-party solutions. KSPay will not be held responsible for any issues caused by external systems.

    36. Merchant Insolvency or Bankruptcy

    If the merchant enters bankruptcy or insolvency proceedings, KSPay reserves the right to terminate services immediately and apply any outstanding balances toward covering liabilities. The merchant will be responsible for any remaining debt.

    37. Use of KSPay Branding

    Merchants may not use KSPay’s name, logo, or branding in any promotional or marketing material without prior written approval. Any misuse or unauthorized use of branding may result in termination of services.

    38. Transaction Reconciliation and Auditing

    KSPay reserves the right to audit the merchant’s transactions, records, and account balances periodically to ensure compliance with this agreement. If any discrepancies are found, KSPay may withhold payouts or adjust the merchant’s account accordingly.

    39. Merchant’s Equipment and Network

    KSPay is not responsible for any transaction failures, system interruptions, or security breaches resulting from the merchant’s equipment, network infrastructure, or third-party systems. Merchants must maintain up-to-date software and secure internet connections.

    40. Merchant’s Product and Service Compliance

    Merchants must ensure that the products or services they sell through KSPay’s payment system comply with all applicable laws and regulations, including consumer protection, advertising, and safety regulations. KSPay reserves the right to suspend or terminate services if illegal or harmful products are sold through the platform.

    41. Tax Responsibilities

    Merchants are solely responsible for determining, collecting, reporting, and paying any applicable taxes related to their use of KSPay’s services, including but not limited to:

    – Sales Tax

    – Value-Added Tax (VAT)

    – Income Tax

    – Corporate Tax

    KSPay does not assume responsibility for managing taxes on behalf of the merchant unless explicitly stated otherwise.

    42. Withholding Taxes

    KSPay may be required to withhold certain taxes from transactions, such as withholding taxes in international transfers. If required by law, KSPay will deduct these amounts from payouts to the merchant, and the merchant will be responsible for any additional taxes owed.

    43. Tax Identification

    Merchants must provide valid tax identification numbers and any other relevant tax information required to comply with local, national, or international tax regulations. Failure to provide this information may result in withholding or delays in payouts.

    44. Cross-Border Tax Compliance

    Merchants engaged in cross-border transactions may be subject to international tax regulations, including double taxation agreements (DTAs), VAT, customs duties, and excise taxes. KSPay is not responsible for ensuring that merchants comply with such laws, and merchants must bear the costs of any international taxes, tariffs, or duties.

    45. VAT

    If applicable, KSPay may collect VAT on fees charged to merchants for using KSPay’s services. Merchants are responsible for determining if VAT applies to their transactions with their customers and for collecting and remitting VAT where required by law.

    46. Tax Reporting and Documentation

    KSPay may be required to report merchant transactions to tax authorities. The merchant is responsible for maintaining accurate financial records and providing necessary documentation to tax authorities, including:

    – Invoices

    – Receipts

    – Tax returns

    Merchants must ensure that their tax filings are accurate and up-to-date.

    47. Indemnification for Tax Liabilities

    Merchants agree to indemnify and hold KSPay harmless for any penalties, interest, or additional tax liabilities resulting from failure to comply with tax laws or incorrect tax filings.

    48. Marketplace Facilitator

    KSPay is not considered a marketplace facilitator, and therefore it is not responsible for calculating, collecting, or remitting sales taxes on behalf of the merchant. Merchants must independently comply with any marketplace laws applicable to their products or services.

    49. Currency Conversion Tax Implications

    If a transaction requires currency conversion, the merchant must consider any potential tax liabilities that may arise due to foreign exchange gains or losses. KSPay is not responsible for managing or reporting such tax implications.

    50. Taxation of Refunds and Chargebacks

    In cases of refunds or chargebacks, the merchant is responsible for adjusting their tax records to reflect the reversal of the original sale. Any taxes already remitted to tax authorities may need to be reclaimed by the merchant.

    51. Reporting Obligations

    KSPay may be required to provide tax information (e.g., Form 1099-K in the US or similar forms in other jurisdictions) to tax authorities based on merchant transaction volume. Merchants should consult with their tax advisor to understand the implications of these reporting requirements.

    Additional Considerations:

    – Consult a Tax Professional: Both KSPay and merchants should consult tax advisors to understand the full scope of tax obligations, especially if cross-border transactions or international sales are involved.

    – Local Tax Laws: Tax regulations can vary significantly by jurisdiction. Merchants and KSPay should ensure that their operations comply with the local tax laws where their business is conducted.

    Incorporating these tax provisions into your terms can help clarify tax responsibilities and protect KSPay from potential tax-related liabilities.

    52. Merchant Eligibility: Individual Users

    – Individual users (Personal) can utilise KSPay’s services and accept payments without needing to be a registered company. However, individual users must provide the necessary identification and documentation as requested by KSPay. KSPay reserves the right to conduct identity verification and security checks.

    – Individual users are solely responsible for complying with VAT, income tax, and other legal obligations related to the payments they receive.

    53. Tax Responsibilities for Individual Users

    – Individual users are responsible for reporting and paying taxes on any income received through the KSPay platform. KSPay cannot be held liable for any penalties resulting from a user’s failure to declare their income to tax authorities.

    – KSPay may request tax identification numbers and related documentation from individual users who reach specific transaction thresholds.

    54. Wallet System Terms for Individual Users

    – KSPay Wallet allows both individual and business users to store funds in a digital wallet. KSPay ensures the security of funds stored in the wallet but does not provide interest on these funds.

    – Use of Funds: Payments made from the wallet are the sole responsibility of the user. Individual users agree to bear full responsibility for any misuse or unauthorised transactions involving wallet funds.

    – Minimum and Maximum Limits: KSPay reserves the right to set and modify the minimum and maximum transaction limits for wallet users. These limits may be adjusted automatically or manually based on user activity.

    55. Payment Systems: Additional Security for Individual Users

    – Security Verification: If an individual user engages in high-volume or suspicious transactions, KSPay reserves the right to request additional security verification. This may include identity documents or proof of income.

    – Transaction Approval: KSPay has the authority to review and hold payments made to individual users if there are concerns regarding potential fraud. These transactions will be on hold until the necessary checks are completed.

    – Refund Policy: Individual users are responsible for managing any refund requests from their customers. KSPay is not responsible for processing or managing refund requests for individual users.

    56. Transfer Limits

    – Individual users are subject to minimum and maximum limits on bank transfers. KSPay reserves the right to set these limits and adjust them according to the user’s transaction history.

    – Instant Transfer Fees: Individual users may incur additional charges for instant bank transfers. These fees vary depending on the urgency of the transfer and bank integrations.

    – Standard Transfer Times: Standard bank transfers typically take 1-2 business days. KSPay does not guarantee this timeframe and is not liable for delays caused by banks.

    57. Data Protection for Individual Users

    – KSPay is committed to protecting the personal data of individual users. Personal information is only shared with third parties when authorised by the user and is protected in accordance with Data Protection Laws.

    – Data Breaches: If a data breach occurs, individual users must notify KSPay immediately. KSPay is not liable for data breaches resulting from the user’s lack of security measures.

    58. Tax and Legal Compliance

    – Individual users must comply with local tax laws and report their earnings accurately. KSPay is not responsible for any failure by individual users to comply with their tax obligations.

    – Legal Compliance: Individual users must adhere to all relevant laws and regulations while using KSPay’s services. KSPay reserves the right to suspend or terminate accounts engaged in illegal activities.

    59. Transaction Limit Exceedance

    – If an individual user exceeds their assigned transaction or transfer limits, KSPay reserves the right to halt the transaction and request additional verification. Users are responsible for any penalties resulting from exceeding transaction limits.

    60. Termination and Account Closure for Individual Users

    – KSPay reserves the right to terminate or suspend individual user accounts without prior notice. Users must ensure all outstanding fees and dues are settled in full before they can continue using the services.

    Additional Suggestions and Strategies:

    – User Training: Providing training and guidance to individual users on how to properly use payment systems can help reduce potential errors and fraud risks.

    – Payment Policy: Clarifying which payment methods individual users can accept may help protect both the users and KSPay.

    – Fraud Prevention: If any fraud is detected in payments received by individual users, KSPay reserves the right to halt the transaction and conduct a thorough investigation.

    61. Tap to Pay on iPhone and Android – Merchant Use Terms

    61.1 Overview

    KSPay enables Merchants to accept contactless card and mobile wallet payments directly on compatible iPhone and Android devices using built-in NFC technology. These services are powered by Stripe’s payment processing infrastructure and integrate with Apple’s Tap to Pay on iPhone and supported Android Tap-to-Pay APIs.

    Merchants must explicitly accept Apple’s Tap to Pay on iPhone Terms and Conditions within the KSPay app before using the feature. Acceptance is logged and securely transmitted to Apple as required.

    These terms (the “Tap to Pay Terms”) apply specifically to your use of Tap to Pay features via the KSPay app and supplement the general Payment Processing Terms between you and KSPay.

    By enabling Tap to Pay functionality, you confirm your acceptance of:

    • KSPay’s General Terms and Conditions,
    • Apple’s Tap to Pay on iPhone Platform Terms and Conditions (“Apple Terms”),
    • and Stripe’s payment processing terms as they relate to contactless transactions.

    61.2 Eligibility and Activation

    Tap to Pay is only available to Merchants who have completed full onboarding and verification (KYC) with KSPay and whose account remains in good standing. Additional eligibility requirements include:

    • iPhone Users: Tap to Pay on iPhone is available on iPhone XS or later running a compatible iOS version.
    • Android Users: Android Tap to Pay is available on supported Android devices with active NFC and secure OS settings.
    • Merchants must be located in a supported region (e.g. United Kingdom) where Tap to Pay is permitted under applicable local and platform rules.

    Activation of Tap to Pay may require initial acceptance of Apple’s or Android’s usage agreements and one-time platform permissions.

    61.3 Permitted Use

    Merchants may use Tap to Pay to accept the following types of payments:

    • Contactless card payments from Visa, Mastercard, and American Express;
    • Mobile wallet payments (e.g. Apple Pay, Google Pay, Samsung Pay).

    The service must only be used for legitimate commercial transactions. Tap to Pay may not be used for:

    • Personal payments,
    • Peer-to-peer transfers,
    • High-risk, prohibited, or restricted business categories as defined by Stripe or Apple.

    KSPay may suspend or terminate Tap to Pay access at its sole discretion if misuse, fraud, or violation of applicable terms is detected.

    61.4 Fees

    Transaction fees for Tap to Pay are charged as outlined in the Merchant’s pricing agreement with KSPay. Additional surcharges for using Tap to Pay do not apply unless explicitly stated. All applicable fees are automatically deducted from the Merchant’s payout amount.

    61.5 Receipts and Records

    Merchants must offer digital receipts to Customers after each transaction. KSPay provides in-app functionality for viewing, sending, and exporting receipts in accordance with regulatory obligations.

    Receipts must be delivered securely and confidentially, via email, SMS, QR code or iOS share sheet.

    61.6 Device and Software Requirements

    Merchants are solely responsible for:

    • Maintaining compatible iPhone or Android devices in working order,
    • Ensuring devices run the latest version of the KSPay app,
    • Securing devices against unauthorised access.

    Apple and Android platforms may suspend Tap to Pay access if system integrity or security requirements are not met.

    61.7 Apple Platform Conditions

    Merchants using Tap to Pay on iPhone acknowledge and agree to:

    • Apple’s Acceptable Use Guidelines,
    • The Apple Platform Terms specific to Tap to Pay on iPhone,
    • Any restrictions on supported transaction types (e.g. prohibited goods or services).

    Apple does not process payments, handle funds, or offer support related to financial transactions. Any such responsibilities lie with KSPay and Stripe.

    61.8 Authorised Personnel

    If Merchants allow employees or agents (Authorised Personnel) to use Tap to Pay, they are fully responsible for ensuring:

    • The individual’s compliance with all applicable terms,
    • The security and appropriate use of the Merchant’s account and devices.
    • Tap to Pay on iPhone Terms and Conditions must only be accepted by an administrator user or otherwise authorised party acting on behalf of the Merchant.
    • If a non-administrator attempts to enable Tap to Pay on iPhone, they must be shown a message informing them to contact their account administrator.

    61.9 Termination or Suspension

    KSPay may suspend or revoke Tap to Pay access:

    • At the request of Apple, Stripe, or regulatory authorities,
    • If the Merchant violates any part of these Terms,
    • In cases of suspected fraud, chargeback abuse, or breach of Acceptable Use policies.

    61.10 Data Processing and Privacy

    To provide Tap to Pay services, limited merchant and device information may be shared with Apple or Stripe, solely for functionality and compliance purposes. All such data is processed under KSPay’s [Privacy Policy] and relevant data protection laws (e.g., UK GDPR).

    Customer payment data is not stored on the merchant’s device and is securely tokenised per PCI DSS standards.

    61.11 Disclaimers

    KSPay does not guarantee uninterrupted access to Tap to Pay functionality. Service availability may be impacted by:

    • Platform maintenance,
    • Device faults,
    • Network outages,
    • or decisions by Apple, Stripe, or Android.

    Merchants assume full responsibility for verifying successful payment processing and resolving any transaction disputes with Customers.

    61.12 Amendments

    KSPay reserves the right to amend these Tap to Pay Terms at any time. Merchants will be notified in advance of any material changes via email or in-app alerts. Continued use of the feature constitutes acceptance of any updates.

    62. Acceptance of All Legal Agreements

    By registering for and using any part of KSPay’s services, including via the KSPay website or mobile application, you acknowledge and agree to be bound by all applicable legal agreements, including but not limited to:

    – General Terms and Conditions
    – Payment Processing Terms
    – SaaS Terms of Use
    – Tap to Pay Terms
    – Privacy Policy
    –Hardware Terms
    – Promotional Campaign Terms

    These documents are made available at Chinasoftware.co.uk, and may be updated from time to time. Continued use of the Services constitutes acceptance of any updates.

    63. Card Terminal – Minimum Term and Return Conditions

    a. Minimum Billing Period
    Card terminal services provided by KSPay are billed for a minimum term of eighteen (18) months, regardless of usage frequency or transaction volume. This minimum period may be extended based on the specific pricing plan or merchant agreement.

    b. Nature of Agreement
    Although KSPay promotes a “no contract” approach in terms of early cancellation penalties, the provision of card terminal devices is treated similarly to a financing arrangement. By accepting a terminal device, you agree to commit to the applicable monthly service fees for the full minimum term, unless otherwise agreed in writing.

    c. Free Trial & Early Return
    Merchants may be eligible for promotional offers (e.g. “3 months free”). If the device is returned within the trial period, no charges will apply. However, if the merchant fails to return the device by the end of the trial, the standard monthly fee will be charged starting from the fourth month onward, and the minimum term will be enforced.

    d. Return After Trial Period
    Returns or cancellations made after the trial period but before the end of the minimum term will not cancel the merchant’s financial responsibility. In such cases, KSPay reserves the right to:
    – Continue billing for the remainder of the term, or
    – Invoice the merchant for the full remaining balance of the terminal cost as a lump sum.
    This policy applies to ensure fair use and to cover hardware, logistics, and support costs.

    e. Refund and Return Discretion
    KSPay may offer flexible cancellation or refund terms on a case-by-case basis, taking into account factors such as:
    – Transaction volume and processing history
    – Reason for termination
    – Condition of the returned device

    Approval of refunds or returns beyond the standard period is entirely at KSPay’s discretion.

    f. Abuse Prevention & Legal Recourse
    Merchants attempting to exploit free trials or terminate services after gaining prolonged benefit may be deemed in breach of fair usage. In such cases, KSPay reserves the right to:
    – Invoice the full device cost,
    – Suspend all services,
    – Instruct legal or debt recovery partners to recover outstanding balances.

    64. Inactive Account Policy (Inactivity and Reactivation)

    a. Automatic Deactivation for Inactivity
    To maintain system integrity and comply with financial-services regulations, KSPay reserves the right to automatically deactivate any Merchant or User account that remains incomplete or inactive for fifteen (15) consecutive calendar days from the date of account creation.
    An account is considered inactive where:
    – The onboarding process has not been completed (e.g., missing business information, verification documents, or profile steps); and/or
    – No transaction or payment activity has occurred during the defined period.

    b. Effect of Deactivation
    Once deactivated, the account’s status will be set to “Inactive” and associated services (including payment processing, payouts, or access to merchant tools) may be temporarily suspended. KSPay shall not be liable for any losses, missed payments, or business interruptions arising from inactivity-based suspension.

    c. Notice and Communication
    KSPay will make reasonable efforts to send reminder notifications (email, SMS, or in-app) before deactivation occurs. These communications are part of our legitimate interest to maintain active and compliant accounts.

    d. Reactivation Procedure
    Inactive users may reactivate their accounts at any time by logging in and completing any pending steps (such as KYC or profile completion). Upon successful reactivation, normal access and functionality will be restored.
    KSPay may require additional verification before reactivating an account that has been inactive for an extended period.

    e. Merchant Category Discretion
    The fifteen-day inactivity period may vary depending on the merchant category, business type, or risk profile. KSPay retains full discretion to shorten or extend the period as necessary to comply with operational, risk, or regulatory considerations.

    f. No Liability for Automatic Deactivation
    You acknowledge that inactivity-based suspension or deactivation is a risk-management and compliance requirement. KSPay, trading as Kepos London Ltd, shall not be held liable for any perceived loss of business, funds, or opportunities resulting from such automatic processes.

    65. General Promotional Disclaimer

    a. All promotional or marketing campaigns offered by KSPay are time-limited and subject to change without notice.
    b. KSPay reserves the right to terminate or amend any promotional activity at any time for regulatory, financial, or operational reasons.
    c. Participation in any KSPay campaign implies acceptance of all promotional and general terms and conditions.

    66. Self-Billing Arrangements for Partner Revenue Share and Settlement Items

    a. Authority to Self-Bill:
    Where KSPay, acting as customer or settlement principal, is required to calculate, settle, credit, reimburse, or otherwise account for amounts due to a Merchant, Partner, referrer, introducer, affiliate, or other eligible counterparty in connection with revenue share, partner commissions, settlement adjustments, dispute-related balances, reserve movements, balance credits, or similar commercial items, the Merchant or Partner expressly authorises KSPay to issue self-billed invoices, self-billed statements, credit notes, debit notes, remittance statements, and other supporting accounting documents on that party’s behalf, where applicable.

    b. Covered Items:
    This self-billing authority may apply to any amount which KSPay reasonably determines to be payable, deductible, creditable, reversible, or reportable in connection with the commercial relationship between the parties, including but not limited to items recorded under internal transaction categories or remarks such as partner revenue share, dispute hold, balance add, reserves, adjustments, settlement corrections, promotional reimbursements, commissions, referral earnings, or other equivalent settlement entries, whether described by those labels or by updated internal terminology from time to time.

    c. Merchant / Partner Agreement:
    By accepting these Terms and continuing to use KSPay’s Services, the Merchant or Partner agrees that, where a self-billing arrangement is required or appropriate, KSPay may prepare and issue the relevant document on the supplier’s behalf, and the Merchant or Partner agrees not to issue a duplicate invoice for the same supply, payment, adjustment, or settlement item during the applicable self-billing period. The Merchant or Partner must promptly notify KSPay if its VAT status, VAT registration number, legal identity, business transfer status, or other relevant invoicing details change.

    d. VAT and Regulatory Compliance:
    Where the relevant supply is subject to VAT and a valid self-billing arrangement is in force, KSPay may issue self-billed VAT invoices in accordance with applicable law and HMRC requirements. Where the Merchant or Partner is not VAT-registered, or where VAT is not chargeable, KSPay may issue a non-VAT self-billed statement, invoice, or equivalent settlement document instead. The Merchant or Partner remains responsible for the accuracy of its own VAT status and tax information and for notifying KSPay immediately of any change. Self-billing arrangements must be supported by the supplier’s agreement, and valid self-billed VAT invoices must comply with HMRC requirements, including the use of a self-billing agreement and the required invoicing particulars.

    e. Use for Accounting, Tax, HMRC and Audit Purposes:
    Any self-billed invoice, self-billed statement, credit note, debit note, remittance advice, ledger entry, settlement schedule, or related document generated by KSPay may be retained, produced, and relied upon by KSPay for accounting, audit, reconciliation, regulatory, tax, VAT, dispute-resolution, debt-recovery, legal-proceedings, and HMRC compliance purposes, including where KSPay needs to evidence a payment, credit, adjustment, expense, loss, reduction in revenue, or other commercial outflow borne by KSPay.

    f. Set-Off, Adjustment and Netting:
    KSPay may, where permitted by law and the applicable commercial arrangement, net or set off any self-billed amount against sums otherwise due between the parties, and may reflect such treatment in invoices, statements, payout reports, ledger records, or settlement documents. This includes circumstances in which KSPay has incurred a commercial loss, expense, reimbursement obligation, partner payout obligation, or settlement shortfall and reasonably requires supporting self-billed documentation for internal records, statutory accounts, tax treatment, or regulatory evidence.

    g. Review and Objections:
    The Merchant or Partner must review any self-billed document issued by KSPay and notify KSPay in writing of any bona fide error within fourteen (14) days of issue, or within such other period as may be specified by KSPay in the relevant document or commercial agreement. In the absence of a timely objection, the document may be treated as accepted for contractual, accounting, and reconciliation purposes, without prejudice to any rights or obligations arising under applicable law.

    h. No Waiver of Recovery Rights:
    Nothing in this clause limits KSPay’s right to recover outstanding sums, reverse incorrect credits, reissue corrected self-billed documents, withhold payouts, or rely upon self-billed records and associated settlement documentation in any dispute, audit, tax review, insolvency process, regulatory enquiry, or court proceedings.

    i. Record Keeping:
    KSPay may retain copies of all self-billing agreements, self-billed invoices, and related records for as long as reasonably necessary for legal, tax, regulatory, accounting, and operational purposes. HMRC guidance states that self-billers must keep copies of agreements and supplier details, and that self-billed invoices are only proper VAT invoices where the applicable self-billing conditions are met.