Terms of Use
Article 1 (Purpose and Scope)
These Terms of Use (the “Terms”) set out the conditions under which RazPay Inc. (the “Company”) provides the RazPay payment service (the “Service”) to businesses that apply for or use the Service. By applying for the Service, the applicant agrees to these Terms.
Individual agreements, fee schedules and operating rules provided by the Company form part of these Terms. If they conflict with these Terms, the individual agreement prevails.
Article 2 (Definitions)
- “Merchant” means a business whose application has been approved by the Company and which uses the Service.
- “Applicant” means a business that has applied for the Service and whose application has not yet been approved.
- “Customer” means a person who purchases goods or services from a Merchant using the Service.
- “NFT” means the non-fungible token purchased by a Customer in the payment flow of the Service.
- “Settlement Address” means the Bitcoin address registered by the Merchant for receiving settlement.
Article 3 (Application and Review)
- The Applicant shall apply using the form designated by the Company and submit accurate and complete information and documents.
- The Company reviews each application individually. Approval is not guaranteed, and the Company is not obliged to disclose the reasons for its decision.
- The Company may request additional documents or improvements during the review.
- If any information submitted is found to be false or inaccurate, the Company may reject the application or suspend or terminate the Service even after approval.
Article 4 (Overview of the Service)
- In the Service, the Customer pays by Visa or Mastercard credit card to purchase an NFT of the same value as the goods or services, and the NFT is exchanged in real time for the goods or services provided by the Merchant.
- Payments are processed in Malaysian ringgit (MYR) through the payment processor designated by the Company.
- The specific conditions for issuing, transferring and exchanging NFTs, the eligible regions, and compliance with laws and card network rules are determined through the review and the individual agreement.
Article 5 (Fees)
The fees for the Service are set individually after the review and notified to the Merchant.
Article 6 (Settlement)
- Sales are closed at the end of each month and settled by the end of the following month.
- Settlement is paid in Bitcoin (BTC) to the Settlement Address, after deducting fees, refunds, chargebacks, reserves and other amounts payable to the Company.
- Conversion rate used for settlement: the rate of the exchange designated by the Company. Bitcoin network fees are borne by the Company.
- Settlement dates may vary depending on the individual agreement, banking days and the status of the Bitcoin network.
Article 7 (Settlement Address)
- The Merchant is solely responsible for the accuracy of the Settlement Address. Bitcoin transfers cannot be reversed once sent. The Company is not liable for any loss arising from an incorrect Settlement Address registered by the Merchant.
- The Settlement Address must be an address of a private wallet whose private keys are controlled by the Merchant. If the Merchant registers an address held at a crypto-asset exchange or other third-party service, receipt may be delayed or may not be possible, and the Company accepts no responsibility for such delay or failure.
- Changes to the Settlement Address must be made from the Merchant’s My Page and may require identity verification. Settlement may be suspended until the change is verified.
Article 8 (Reserves, Withholding and Set-off)
- To cover refunds, chargebacks, fraud and other risks, the Company may hold a reserve from settlement amounts.
- The Company may withhold settlement while a suspected fraudulent transaction or breach of these Terms is being investigated.
- The Company may set off any amount the Merchant owes to the Company against settlement amounts.
Article 9 (Merchant Obligations)
- Comply with all applicable laws, regulations and card network rules, and hold all licenses and registrations required for its business.
- Display accurate information on its sales site, including seller information, prices, delivery terms and refund and cancellation policies.
- Implement age verification where required by law or by the nature of the goods or services.
- Provide customer support and handle inquiries and complaints from Customers in good faith.
- Keep transaction records and provide them promptly when requested by the Company.
- Notify the Company without delay of any change to the information submitted in the application.
Article 10 (Prohibited Businesses and Conduct)
The following are prohibited. The Company may add prohibited items at its discretion.
- Goods or services that are illegal, or that require a license or registration the Merchant does not hold.
- Goods or services that infringe intellectual property rights, portrait rights or privacy of others.
- Sexual content involving minors, and any content produced or distributed without the consent of the persons depicted.
- Businesses or transactions prohibited by card network rules or by the payment processor.
- Money laundering, terrorist financing, fraud, or any transaction without an actual sale of goods or services.
- Splitting transactions, or using the Service for a business other than the one approved.
- Any other conduct the Company reasonably considers inappropriate.
Article 11 (Refunds, Chargebacks and Disputes)
- The Merchant is responsible for refunds and for resolving disputes with Customers.
- The Merchant bears the amounts of chargebacks and any related fees.
- The Merchant shall provide evidence and cooperate with investigations within the period specified by the Company.
Article 12 (Suspension and Termination)
- The Company may suspend the Service, in whole or in part, or terminate the agreement without prior notice if the Merchant breaches these Terms, if the chargeback or fraud rate is excessive, if requested by the payment processor or a card network, or if the Company otherwise reasonably considers it necessary.
- After termination, the Company may withhold settlement amounts for a reasonable period to cover refunds and chargebacks that may arise afterwards.
Article 13 (Personal Information)
The Company handles personal information in accordance with its Privacy Policy.
Article 14 (Exclusion of Anti-Social Forces)
The Applicant and the Merchant represent that neither they nor their officers are, or have relationships with, organized crime groups or other anti-social forces, and will not become so in the future. If this representation proves false, the Company may terminate the agreement immediately.
Article 15 (Confidentiality)
Each party shall keep confidential the non-public information of the other party obtained in connection with the Service and shall not disclose it to third parties without consent, except as required by law.
Article 16 (Disclaimer and Limitation of Liability)
- The Company is not liable for damages caused by failures or delays of card networks, the payment processor, the Bitcoin network, telecommunications lines or other matters beyond its reasonable control.
- The Company is not liable for changes in the value of Bitcoin.
- Except in cases of willful misconduct or gross negligence, the Company’s liability is limited to the amount equivalent to one month of the Merchant’s transaction volume.
Article 17 (Amendments)
The Company may amend these Terms. The Company will announce amendments, their content and the effective date on its website or by email in advance. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.
Article 18 (Governing Law and Jurisdiction)
These Terms are governed by the laws of Japan and Malaysia. The courts of Japan have exclusive jurisdiction of first instance over any dispute relating to these Terms.
Article 19 (Language)
These Terms are provided in English and Japanese. In case of any discrepancy, the Japanese version prevails.