Terms of Use

General Terms of Use of the Vaiipay Payment Gateway

(incl. Risk Disclaimer – Annex A)

§ 1 Scope; Subject matter; Amendments

Vaiipay Ltd, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (hereinafter “Vaiipay”) operates a cryptocurrency payment-gateway platform at vaiipay.com (hereinafter: “Platform”) that enables merchants (hereinafter “Customer” or “Merchant”) to accept payments in cryptocurrency such as Bitcoin (BTC), Ether (ETH) or stablecoins from their own customers. Vaiipay provides only the technical infrastructure of the Platform. Vaiipay is not a party to the underlying commercial transaction between the Merchant and the Merchant’s customer, is not an issuer, publisher or manufacturer of any cryptocurrency, and does not itself buy or sell cryptocurrency to Customers.

Cryptocurrencies are electronic units generated in a decentralised manner via peer-to-peer networks and secured by cryptography. Their acceptance as a means of payment is not guaranteed by any state central bank or private issuer. Vaiipay does not set the value of any cryptocurrency; where amounts are displayed in a fiat reference currency (e.g. EUR or US dollars) this is based on third-party rate sources such as CoinMarketCap, and Vaiipay is not responsible for the performance of any cryptocurrency.

These Terms of Use conclusively govern the relationship between Vaiipay and the Customer for the services offered by Vaiipay. Deviating arrangements are valid only if confirmed in writing by Vaiipay. By registering, the Customer acknowledges these Terms of Use, and in particular confirms having taken note of the Risk Disclaimer (Annex A), which forms a binding part of these Terms.

Vaiipay may notify the Customer of amendments to these Terms in writing, by email, or by posting them on the website. If the Customer does not object within six weeks of receipt of the notification, the amendments are deemed agreed. The Customer will be informed separately of the right to object and of the consequences of remaining silent.

§ 2 Technical and legal requirements; Availability; System failures

The Platform is accessed via a web browser or via the Vaiipay integration/API over an internet connection. Vaiipay has no influence over the Customer’s devices, software configuration or internet connection and is not liable for damages resulting therefrom. Once a Customer account has been set up, communication in connection with the use of the Platform takes place primarily in electronic form; documents are not additionally sent in paper form unless required by law.

Only persons of legal age under the law of their country, and businesses lawfully entitled to operate, may use the Platform. Customers resident in, or operating from, a country in which the holding, brokering or processing of cryptocurrency payments is not permitted, or requires a permit that Vaiipay does not hold for that country, are not admitted.

The Customer’s claim to availability of the Platform exists only within the current state of technology. Vaiipay may temporarily restrict its services where necessary for capacity, security, integrity or maintenance reasons, taking the legitimate interests of Customers into account (e.g. by advance notice where practicable). In the event of an unforeseen system failure, Customers will be informed in an appropriate manner. To use the Platform in full, current browser technologies (JavaScript, cookies) may be required.

§ 3 Registration and Verification (KYC)

Use of the Platform requires registration as a Customer. Registration takes place by providing a password, a valid email address and the required identifying details. Vaiipay reserves the right to require the Customer to complete a “Know Your Customer” (KYC) process and further verification measures before or during use of the Platform. The Customer confirms the identity of the email address by following the link in the confirmation email. Upon confirmation, a contract of use between Vaiipay and the Customer is concluded; full use of the services is possible only once the Customer meets the requirements under these Terms. The Customer must use an email address to which only the Customer has access.

§ 4 Obligations of the Customer; Account security

The Customer is responsible for all content and payment configurations created via the Platform and bears any economic disadvantages resulting therefrom. The Customer must promptly notify Vaiipay of any change to its name, address or email address, and must regularly check messages received on screen and by email.

The Customer is aware that any person who knows the Customer’s credentials can dispose of the Customer’s balance and carry out transactions via the Platform. The Customer is responsible for the safekeeping of its credentials and is strongly recommended to enable two-factor authentication. The Customer must take all appropriate precautions to prevent unauthorised persons from obtaining its credentials, must not leave a logged-in session unattended, and is liable for all risks and damages arising from a breach of these duties. If the Customer discovers that its credentials have been disclosed or that its account has been used without authorisation, it must notify Vaiipay immediately and – where possible – change its credentials; Vaiipay may block access and freeze the affected funds until the matter is resolved.

Insulting, racist, defamatory, pornographic or otherwise unlawful or immoral content is prohibited. Automated retrieval of information published on the website (“spiders”, “crawlers”) and any action that impairs the proper operation of the website are prohibited. Any use of published content without Vaiipay’s permission is prohibited. The Customer must not use the Platform to accept payments for goods or services that are unlawful in the applicable jurisdiction. In cases of serious or repeated breach, the Customer’s account may be temporarily blocked; Vaiipay’s right to terminate without notice (§ 12) remains reserved.

§ 5 Nature of the service; No investment advice; Risk Disclaimer

The value of cryptocurrencies is subject to price fluctuations and, unlike coinage, has no use-value independent of exchange value. Accepting, holding or converting cryptocurrency therefore involves a substantial risk of loss up to total loss, and is suitable only for Customers who can bear such a loss. The Customer is obliged to ensure it fully understands the risks and, where appropriate, to seek independent advice before using the Platform. Past performance is no indication of future results.

Vaiipay expressly points out that using cryptocurrency involves considerable risks, described in the Risk Disclaimer (Annex A), which forms a binding part of these Terms; Vaiipay cannot warrant that these risks will not materialise. The Customer uses the Platform at its own risk. Vaiipay may require information necessary to comply with applicable laws or regulations and may suspend processing until such information has been provided and it is ensured that the Customer’s use does not violate applicable law. The Customer acknowledges that Vaiipay does not provide investment advice; information provided by Vaiipay is legally non-binding information or risk disclosure, not a personal recommendation.

§ 6 Wallets, custody, settlement and payouts

Vaiipay provides the Customer with one wallet per supported cryptocurrency for receiving payments. Payments made by the Merchant’s customers to the checkout addresses generated by the Platform are detected on the relevant blockchain and, once sufficiently confirmed, credited to the Merchant’s balance, less the fees due under § 9 and set out in the fee schedule available on the Vaiipay website. The Customer may request payout of available balances in cryptocurrency in accordance with the Platform’s functions and any applicable limits.

Vaiipay uses various security measures to protect Customers’ cryptocurrency from loss (e.g. theft). Nevertheless, Vaiipay is not liable for losses or other damages in connection with the custody function unless Vaiipay acts intentionally or with gross negligence, and the Customer has no warranty rights in respect of the custody function. Vaiipay recommends not storing large balances on the Platform. Vaiipay may modify, discontinue or add services.

§ 7 Payment processing

For each payment, the Platform generates payment details (e.g. a checkout address and amount, valid for a limited time). A payment is treated as received once the corresponding transaction is detected and sufficiently confirmed on the relevant blockchain. Due to the nature of blockchain networks, confirmation times vary and are outside Vaiipay’s control. Amounts received that differ from the requested amount (under- or over-payment), or received after expiry of the payment window, are handled in accordance with the Platform’s functions; Vaiipay is not responsible for delays inherent to the underlying networks.

§ 8 Fees

Vaiipay charges fees for the services provided (e.g. a processing fee). The applicable fees are set out in the fee and service schedule available on the Vaiipay website and may be deducted from the amounts credited or paid out. Vaiipay may amend the fee schedule in accordance with § 1 and § 14.

§ 9 Payment finality; Refunds

Cryptocurrency transactions on public blockchains are generally irreversible; once a payment has been confirmed on the blockchain it cannot be recalled by Vaiipay. Any refund to a payer is a matter between the Merchant and the payer and, where technically supported, is initiated as a new outgoing transaction at the Merchant’s instruction and expense. Vaiipay does not guarantee the recoverability of funds sent to an incorrect address by a payer.

§ 10 Data protection

Vaiipay processes personal data in the course of the business relationship for the purpose of carrying out that relationship. The Vaiipay Privacy Policy is available at any time on the Platform.

§ 11 Liability

Vaiipay strives to provide continuous access to the Platform but cannot guarantee continuous availability, in particular in cases of attacks on the network infrastructure (e.g. DDoS attacks). Vaiipay is not liable for losses in connection with the custody function unless acting intentionally or with gross negligence, and grants no warranty in that respect. The content provided on the Platform does not claim to be complete, correct or up-to-date, and its use is at the Customer’s own risk. Vaiipay assumes no liability for the obligations of Customers towards their own customers or third parties. Vaiipay is not liable for damages arising from use of the services, save in the event of intent or gross negligence by Vaiipay or its vicarious agents, for damages resulting from injury to life, body or health, or for the breach of essential contractual obligations on whose fulfilment the Customer may regularly rely.

§ 12 Deactivation on suspicion of money laundering or terrorist financing; Termination; Withdrawal of balances

Where there are reasonable grounds to suspect that a Customer is involved in money laundering, the financing of terrorism or similar criminal acts, Vaiipay will terminate the business relationship without notice and immediately deactivate and block the account and any wallet used. Vaiipay may ordinarily terminate the business relationship on two weeks’ notice, and may terminate without notice for good cause (in particular repeated or serious breach of these Terms, including deception). The Customer may terminate at any time once all of the Customer’s transactions on the Platform have been concluded; deactivation is not possible while funds remain in the Customer’s wallet. Upon termination, the Customer must withdraw any remaining balance within two weeks; Vaiipay will notify the Customer separately by email of this period. The Customer’s statutory rights of termination remain unaffected.

§ 13 Miscellaneous (Trademark and copyright; No warranty; Third parties)

Vaiipay is the sole holder of the reproduction, distribution, processing and other copyrights in its website and its contents, brand and trade names. Use of the services and their content is permitted only for the purposes stated in these Terms; use without Vaiipay’s express permission is a breach of these Terms and may result in suspension. Users retain the rights to content they upload and grant Vaiipay the rights necessary to publish and use that content on the Platform. Access to the website and services is at the Customer’s own risk. Vaiipay may make changes to the website and services without prior notice, and may restrict use where it believes contractual obligations or the law have been breached. Vaiipay does not warrant that use of its services is legal in the Customer’s jurisdiction, that access will be error-free, uninterrupted, timely or secure, or that information is complete, accurate and reliable. Vaiipay may transfer or assign its business operations or individual rights and obligations under these Terms to third parties, provided the third party complies with applicable law. Vaiipay may enter into agreements with third-party service providers; Customers agree to abide by such third parties’ terms where posted on or linked from the Vaiipay website.

§ 14 Applicable law; Jurisdiction; Amendments

The contractual relationship is governed by the law of Vaiipay’s place of business, excluding the UN Convention on Contracts for the International Sale of Goods; mandatory provisions of the state in which the Customer is habitually resident remain unaffected. The general place of jurisdiction is determined by Vaiipay’s registered office. Vaiipay may amend these Terms for economic reasons or due to legal changes, giving 30 days’ notice before the change takes effect; the Customer may object or terminate in text form as of the effective date. If the Customer does not object or terminate by the effective date, the changes take effect. Other amendments require text form.

Risk Disclaimer – Annex A

Before you decide to accept, hold or convert cryptocurrency, you are required to take note of, and accept as part of the contract, the following risk disclosures.

Using cryptocurrency involves risks. For example, the exchange rate of a received cryptocurrency may change to your disadvantage between receipt and conversion or payout. Because of the fees payable to Vaiipay, use of the Platform is associated with costs which can lead to losses even where the price remains constant or increases.

You expressly acknowledge and agree that the market for cryptocurrencies is of high VOLATILITY and is EXTREMELY SPECULATIVE, that holding or converting cryptocurrencies involves a substantial risk of loss that may result in a substantial loss in a very short period and, in the worst case, in a TOTAL LOSS of value, and that beyond these Terms Vaiipay makes no representation, warranty or promise regarding value performance or returns.

You expressly acknowledge and agree that: (a) you understand and are willing to bear the economic, legal, tax and other risks in respect of the cryptocurrencies you hold; (b) you are financially able to bear a total loss of the relevant value without significant hardship; and (c) you have knowledge of the relevant cryptocurrency and the factors determining its value. You acknowledge that Vaiipay offers no advice regarding cryptocurrencies or cryptocurrency markets, that the mining, possession or use of cryptocurrencies may be restricted or require a permit under the law applicable to you and that you are solely responsible for ensuring your use of Vaiipay’s services is lawful, and that any untrue or speculative promotion of Vaiipay’s services or of cryptocurrencies as an asset, currency or financial investment is prohibited. Vaiipay is not liable for the occurrence of any desired success, and is not liable for losses in connection with the custody function except in cases of intent or gross negligence. Vaiipay may limit or terminate its services for individual markets at any time and, in that case, terminate the contractual relationship extraordinarily.

Status of these Terms of Use: 19 July 2026.