Payment processing services agreement

1. Parties and scope

This Agreement is entered into between FAYREN NORD LIMITED, a company duly incorporated under the laws of the Hong Kong Special Administrative Region (Company Registration No. [to be supplied]) with its registered office at The Gateway Tower 5, Harbour City, 15 Canton Road, Kowloon City, Hong Kong (hereinafter “we”, “us”, “our”, or the “Company”), and the natural or legal person that registers for an account and accepts this Agreement (hereinafter “you”, “your”, “Merchant”, or “Sub-Merchant”).

This Agreement sets out the terms under which we provide you with payment processing services (the “Services”) through our online platform, including the acceptance of credit cards, debit cards, and other electronic payment methods. By registering, clicking “I Accept”, or using the Services, you agree to be bound by all provisions of this Agreement, as well as by any policies and schedules incorporated by reference.

We reserve the right to amend this Agreement at any time. The current version will always be available at https://acquiring.center/terms. Your continued use of the Services after the effective date of amendments constitutes your acceptance of the revised terms.

2. Nature of services

We act as a technical payment gateway provider and payment facilitator. Our role is to transmit transaction data between you, your customers, the acquiring bank, and the card networks. We do not act as a bank, money transmitter, or money services business. We never hold, control, or own your funds or your customers’ funds. All settlement of funds is performed by a licensed acquiring bank (the “Bank”) with which we have a direct contractual relationship.

You authorise us to relay transaction information to the Bank and to card organisations (Visa, Mastercard, American Express, Discover, and others) for the purpose of processing payments from your customers to you. The Bank is solely responsible for the actual movement of money and for compliance with applicable settlement rules.

We may add, remove, or modify supported payment methods, transaction limits, or processing features at our sole discretion, with or without prior notice.

3. Account registration and verification

To use the Services, you must register an account and provide accurate, current, and complete information about your business, including but not limited to:

• Legal business name and any “doing business as” names
• Registered address and operating address
• Contact details, including email and phone
• Beneficial owners, meaning persons holding 25% or more ownership
• Government-issued identification of the signatory and key principals
• Bank account details for settlement

We may, directly or through third-party service providers, conduct identity verification, credit checks, background checks, and anti-money laundering screening. You authorise us to obtain consumer reports and to request additional documentation, such as articles of incorporation, business licences, passports, or utility bills, at any time.

We reserve the right to refuse or terminate an account if we cannot verify your identity, if you appear on any sanctions or prohibited persons list, or if your business model presents an unacceptable risk to us, the Bank, or the card networks.

4. Prohibited and restricted activities

You warrant that you will not use the Services for any business or activity that is illegal, fraudulent, or prohibited by applicable law, card network rules, or our internal policies. Prohibited categories include, but are not limited to:

• Sales of illegal goods, counterfeit products, or unlicensed pharmaceuticals
• Adult content, pornography, or escort services
• Unlicensed gambling, betting, or lotteries
• Unregulated financial services, including cryptocurrency exchanges without proper AML/CFT controls, money transmission, or debt collection
• Pyramid schemes, multi-level marketing without a legitimate product, or get-rich-quick schemes
• Weapons, ammunition, explosives, or hazardous materials
• Any activity that violates anti-money laundering, counter-terrorism, or sanctions regulations

Licensed gambling, betting, and lottery businesses may be considered for the Services where they hold valid licences for their operating model and target jurisdictions. Acceptance remains subject to verification, applicable law, card network rules, the Bank’s requirements, and our risk review.

Lawful higher-risk business models are not prohibited solely because of their risk classification, but may be subject to enhanced due diligence, additional documentation, transaction controls, reserves, or other conditions.

If we suspect that a transaction is fraudulent, unauthorised, or related to a prohibited activity, we may hold, reverse, or refuse the payment. We also reserve the right to report such activity to law enforcement and to share relevant information with regulatory authorities.

5. Electronic communications and e-signature

You agree to receive all communications, notices, disclosures, and statements from us in electronic form. Such communications will be provided by posting on our website, sending to your registered email address, or uploading to your account dashboard.

You are responsible for maintaining a valid and functional email address. You acknowledge that electronic communications are deemed received within 24 hours of being sent or posted, regardless of whether you actually read them. You can update your contact details by sending a request to contact@acquiring.center.

Your electronic acceptance, by clicking “I Accept” or similar, has the same legal effect as a handwritten signature.

6. Financial terms: fees, settlement, and reserves

6.1 Fees

You agree to pay the fees set out in the Fee Schedule provided to you at registration, as may be amended from time to time. Fees include transaction processing fees, whether interchange plus or bundled, monthly maintenance fees, authorisation fees, chargeback fees, retrieval fees, PCI compliance fees, and early termination fees if you close your account within the first 24 months.

All fees are deducted automatically from your incoming settlement funds. If your account balance is insufficient, we may debit your linked bank account or any other funding source associated with your account.

6.2 Settlement

The Bank will transfer settlement funds to your designated bank account within a period not exceeding thirty (30) days after the transaction is settled, subject to any holds or reserves. We may delay or restrict payouts if we suspect fraud, chargeback risk, or pending disputes, or if required by law or court order.

6.3 Reserve

To secure your performance under this Agreement, we may require you to maintain a Reserve, meaning a portion of your funds held by the Bank. The reserve amount will be determined by us in our sole discretion based on your processing history, chargeback ratio, credit risk, and other factors. We may increase, decrease, or remove the reserve at any time.

You grant us a security interest in and lien on all funds held in the reserve. We are authorised to withdraw from the reserve without prior notice to satisfy any amounts you owe us, including chargebacks, fees, or penalties. The reserve shall survive for a period of up to 270 days after the termination of your account.

7. Transaction processing and chargebacks

7.1 Transaction states

Transactions may be marked as:

• Pending — awaiting processor response
• Authorised — transaction approved, funds will be settled
• Declined — transaction not approved by issuer
• Error — submission error, must be corrected

An “Authorised” transaction is deemed to discharge the customer’s payment obligation to you. However, we may reverse or refund a transaction at any time if we determine that it was fraudulent, prohibited, or made with a card belonging to you or your affiliates.

7.2 Chargebacks and retrievals

If a customer disputes a transaction, you will be notified and must provide supporting documentation within seven (7) days. If you fail to assist or if the dispute is resolved against you, the chargeback amount plus any associated fees will be debited from your account. You are liable for all chargebacks, regardless of whether the chargeback complies with card network rules.

We may withhold funds for transactions that we reasonably believe are likely to be disputed.

7.3 Collection rights

If you owe us any amounts, including chargebacks, fees, or penalties, we may deduct such amounts from your incoming payments, debit your bank account, or collect from any funding source associated with your account. You will be liable for all collection costs, including reasonable legal fees and interest at the rate of 1.5% per month, or the maximum permitted by law.

8. Your obligations and representations

8.1 General obligations

You agree to:

• Comply with all applicable laws, regulations, and card network rules
• Fulfil all orders and provide customer service in a timely and professional manner
• Maintain a clear refund and cancellation policy and process refunds through the same payment method
• Protect the security of cardholder data in accordance with PCI DSS
• Not submit transactions for your own benefit or for the benefit of your owners, employees, or affiliates except in the ordinary course of business

8.2 Representations and warranties

You represent and warrant that:

• You are a legitimate business and have full authority to enter into this Agreement
• All transactions submitted are bona fide sales of goods or services that you will deliver
• You will not use the Services for any unlawful or prohibited activity
• All information provided to us is true, accurate, and complete

8.3 Exclusivity

During the term of this Agreement, we shall be your exclusive provider of card-based payment processing services. You may not use another provider for similar services without our prior written consent.

9. Compliance with laws and card network rules

You must comply with all rules, bylaws, and operating regulations of Visa, Mastercard, American Express, Discover, and other card networks (the “Rules”), as well as with the Payment Card Industry Data Security Standard (PCI DSS). You are solely responsible for the security of cardholder data that you store, process, or transmit.

In the event of a data breach, you shall bear all fines, penalties, and costs imposed by card networks or regulators, especially if you were not PCI DSS compliant at the time of the breach.

We may share information about your compliance status with the Bank, card networks, and regulatory authorities as required.

10. Intellectual property and feedback

All intellectual property rights in the Services, including software, algorithms, processes, and content, are owned by us or our licensors. You are granted a limited, non-transferable, revocable licence to use the Services solely for your internal business purposes.

Any feedback, suggestions, or ideas you provide regarding the Services are given voluntarily and without restriction; we may freely use such feedback without any obligation to compensate you.

11. Privacy and data protection

We process personal data in accordance with our Privacy Policy. You acknowledge that you have read and understood that policy. We may share your information with our processors, the Bank, card networks, and other third parties as necessary to provide the Services, prevent fraud, and comply with legal obligations.

You are responsible for obtaining appropriate consents from your customers for the collection and processing of their personal data.

12. Indemnification

You agree to indemnify, defend, and hold harmless us, our affiliates, directors, employees, agents, and the Bank from and against any and all claims, losses, damages, penalties, and expenses, including reasonable legal fees, arising out of:

• Your breach of this Agreement or any applicable law or Rule
• Any transaction submitted through the Services, including product liability, customer disputes, or intellectual property infringement
• Any fraud, negligence, or wilful misconduct by you or your personnel
• Any third-party claim relating to your business or your use of the Services

13. Disclaimer of warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES. NO ORAL OR WRITTEN INFORMATION OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, THE BANK, OUR PROCESSORS, OR CARD NETWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA, ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies to all causes of action, whether in contract, tort, negligence, or otherwise.

15. Force majeure

We shall not be liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, war, pandemic, labour disputes, power outages, communication failures, or legal restrictions.

16. Governing law and dispute resolution

Governing law

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

Dispute resolution

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved informally by contacting us at contact@acquiring.center.

If the parties cannot resolve the dispute within thirty (30) days, the dispute shall be finally and exclusively settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force at the time. The seat of arbitration shall be Hong Kong, the language shall be English, and the number of arbitrators shall be one.

Notwithstanding the foregoing, either party may seek relief in a court of competent jurisdiction for claims relating to non-payment, injunctive relief, or to enforce an arbitration award.

Class action waiver: All disputes shall be arbitrated on an individual basis, and you waive any right to participate in a class, consolidated, or representative proceeding.

17. Term and termination

This Agreement shall become effective upon our acceptance of your registration and shall continue indefinitely until terminated by either party.

You may terminate this Agreement by closing your account. If termination occurs within the first 24 months, an early termination fee may apply as disclosed in the Fee Schedule.

We may terminate or suspend this Agreement and your account at any time, with or without cause, upon notice to you. Upon termination:

• You must immediately cease using the Services and remove all card network logos from your website
• We may delete your data from our servers, subject to legal retention requirements
• Any funds held in your account, less fees and reserves, will be paid out to you after the resolution of any pending disputes or investigations

Sections relating to indemnification, limitation of liability, confidentiality, and payment obligations shall survive termination.

18. Dormancy and unclaimed funds

If your account has no activity, including logins or transactions, for twelve (12) months or more, we may close your account after giving notice to your registered email address. If you fail to respond within the time specified, any credit balance may be escheated to the relevant government authority in accordance with Hong Kong law.

19. General provisions

• Assignment: We may assign this Agreement without your consent. You may not assign this Agreement without our prior written consent.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right shall not constitute a waiver of that right.
• Entire Agreement: This Agreement, together with the Fee Schedule and Privacy Policy, constitutes the entire understanding between you and us.

20. Contact information

For any questions, notices, or support requests, please contact us at:

By registering and using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.