1. Introduction

These Terms govern your use of (a) the OGPayX website available at ogpayx.com (the “Website”), and (b) the OGPayX services enabling merchants to accept and manage payments through integrated online and POS solutions (the “Services”).

The Website and Services are provided by Two EF Ltd, a company incorporated in Malta, with its registered office at 58 Triq Azzopardi, Marsa,

Two EF is not a bank, electronic money institution or payment institution. All regulated payment services (including acquiring, safeguarding, issuance of electronic money and execution of payment transactions) are provided by licensed electronic money institutions and/or payment service providers (each a “Licensed EMI Partner”). Two EF acts as a technical and/or commercial partner, reseller or agent, as applicable, and does not hold client funds.

By accessing the Website or using the Services, you (“you”, “your”, the “Merchant”) agree to be bound by these Terms. If you do not agree, you must not use the Website or the Services.

If you enter into a separate agreement directly with a Licensed EMI Partner, that agreement will govern your relationship with such partner and prevails over these Terms in case of inconsistency in relation to regulated services.

2. Eligibility and industries

The Services are intended solely for business use. By registering, you represent and warrant that:

• you act on behalf of a legal entity or as a sole trader;
• you have authority to bind such entity; and
• you use the Services exclusively for business purposes.

OGPayX is designed for high-risk but fully legal industries, including in particular:

• CBD, hemp and botanical products compliant with applicable THC and other limits;
• vape products and tobacco alternatives where legal;
• wellness, supplements and other regulated but lawful products and services.

Acceptance of any merchant remains at the sole discretion of Two EF and of each Licensed EMI Partner. Applications may be refused or terminated, particularly if:

• your activities fall outside permitted industries or jurisdictions;
• we or our partners identify elevated AML/CTF, sanctions or fraud risk; or
• legal or regulatory requirements change.

3. Relationship with Licensed EMI Partners

Two EF provides, among others:

• technical integration (APIs, plugins, dashboards);
• onboarding support and pre-screening;
• merchant success and first-line support; and
• non-regulated ancillary services (analytics, reporting, configuration).

The following activities are performed exclusively by Licensed EMI Partners under their own licenses:

• opening and maintaining payment / settlement accounts;
• issuing electronic money (if applicable);
• acquiring payment transactions;
• safeguarding client funds;
• executing payouts and refunds; and
• performing mandatory AML/CTF checks.

Your access to regulated services is subject to (a) these Terms; and (b) the separate terms and conditions of the relevant Licensed EMI Partner (“EMI Terms”). In case of conflict, the EMI Terms prevail for regulated services.

You acknowledge that:

• funds received on your behalf are held and settled by the Licensed EMI Partner, not by Two EF;
• Two EF is not liable for acts or omissions of the Licensed EMI Partner beyond what is mandatory by law; and
• complaints or disputes relating to regulated services may need to be addressed directly to the Licensed EMI Partner.

4. Merchant onboarding and KYC/AML

You must provide complete, accurate and up-to-date information during onboarding, including KYC/KYB documentation (company documents, beneficial ownership, source of funds, etc.).

Two EF and any Licensed EMI Partner may:

• perform identity and credit checks;
• screen you and your transactions against sanctions, watchlists and PEP lists;
• request additional information at any time.

Failure to provide requested information may result in suspension or termination of the Services and/or your account with the Licensed EMI Partner.

You represent and warrant that:

• all information you provide is true, accurate and not misleading;
• your business activities and products are fully compliant with applicable laws and regulations; and
• you will promptly inform us and the Licensed EMI Partner of any material change.

5. Use of the Services

Subject to these Terms, Two EF grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the OGPayX dashboard, APIs, plugins and related materials solely for operating your business.

You must:

• keep your login credentials confidential and restrict access to authorised personnel;
• implement appropriate security measures (2FA, secure storage of API keys);
• process only lawful, genuine transactions; and
• comply with card scheme rules, EMI Terms and applicable law.

You must not:

• use the Services for personal or consumer payments;
• circumvent risk controls, monitoring or limits;
• process transactions for third parties without explicit consent; or
• probe or test the vulnerability of the Website or Services, or reverse engineer them.

6. Fees and settlements

Pricing and fee structures will be communicated during onboarding or in a separate commercial agreement (the “Fee Schedule”).

Fees may include, among others:

• transaction fees for card and alternative payment methods;
• monthly or recurring fees for access to OGPayX tools;
• chargeback, refund and dispute fees; and
• compliance or monitoring fees for high-risk industries.

Unless otherwise agreed, fees are deducted from settlements by the Licensed EMI Partner and are exclusive of VAT and other applicable taxes.

Settlement timing and reserve arrangements are determined by the Licensed EMI Partner and specified in your EMI Terms and/or Fee Schedule.

7. Chargebacks, risk and reserves

You are fully responsible for chargebacks, refunds, reversals and disputes raised by your customers.

The Licensed EMI Partner may:

• hold reserves or delay settlements;
• increase monitoring; or
• impose additional conditions,

if your risk profile, chargeback levels or activity pattern so require. Two EF will assist within its capabilities but does not control chargeback outcomes.

8. Intellectual property

All rights in the OGPayX brand, logo, dashboard, software, documentation and Website remain with Two EF or its licensors.

You may not use our trademarks or trade names without prior written consent, except to identify OGPayX as your payment partner or as part of agreed co-marketing.

9. Data protection

The processing of personal data in connection with the Website and Services is described in our Privacy Policy, which forms part of these Terms.

Depending on the data flow, Two EF may act as independent controller (e.g. for merchant account data, marketing) and/or as processor for certain merchant customer data processed on your instructions. Licensed EMI Partners generally act as independent controllers for data they process to provide regulated payment services.

Where Two EF acts as processor on your behalf, a separate Data Processing Agreement (DPA) will apply and take precedence over these Terms for those specific processing activities.

10. Availability and changes

We aim to keep the Website and Services available and up to date, but we do not guarantee uninterrupted or error-free operation. Maintenance, updates or changes may be performed without prior notice when reasonable.

We may modify these Terms from time to time. The latest version will be posted on the Website with an updated “Last updated” date. Changes will apply after a reasonable notice period, except where immediate changes are required by law or card schemes.

11. Suspension and termination

Two EF may suspend or terminate your access to the Services if:

• you breach these Terms, EMI Terms or applicable laws;
• we or our partners identify elevated AML/CTF, fraud or sanctions risk; or
• we are required to do so by law, regulators, card schemes or EMI Partners.

You may terminate the Services at any time by giving written notice in accordance with your commercial agreement or EMI Terms.

Termination does not affect fees or liabilities accrued, nor provisions that by their nature should survive (e.g. indemnities, limitation of liability, governing law).

12. Limitation of liability

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence or for fraud.

To the maximum extent permitted by law, Two EF shall not be liable for:

• indirect, consequential, special or punitive damages;
• loss of profit, revenue, business, goodwill or data; or
• delays, failures or errors caused by third parties or force majeure events.

To the extent allowed by law, Two EF’s aggregate liability arising out of or in connection with the Services in any twelve-month period shall not exceed the total fees paid to Two EF by you in that period.

13. Indemnity

You agree to indemnify and hold harmless Two EF, its directors, employees and agents from and against all claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of:

• your breach of these Terms or the EMI Terms;
• your violation of applicable laws; or
• any claim by a customer or third party relating to your products, services or misuse of the Services.

14. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Malta.

The courts of Malta shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, without prejudice to any mandatory rules granting jurisdiction to supervisory authorities or other bodies.

15. Contact

For questions regarding these Terms, please contact:

Two EF Ltd
Attn: Legal / Compliance
[Registered address]
Email: legal@ogpayx.com