Terms of Service

Provider of the Services: Absolute Technology Limited ("Company", "we", "us", "our")

1. Introduction and parties

1.1. These Merchant Terms of Service (the "Terms") are a binding agreement between:

• Absolute Technology Limited, a free-zone company incorporated in the RAK Digital Assets Oasis (RAK DAO), Ras Al Khaimah, UAE (Registration No. 01011131; incorporated 16 March 2026), licensed by RAK DAO for Embedded Finance Enablement (Licence No. 07011064), with its registered office at Office A, Innovation City Business Centre, RAK BANK ROC Office, Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, UAE (the "Company", "we", "us"); and
• the business that registers for or uses the Platform (the "Merchant", "you", "your").

1.2. Together we are the "parties" and each a "party".

1.3. The Platform is offered under the "AbsolutePay" brand at https://absolutepay.io.

1.4. These Terms incorporate by reference, and you also agree to, the following documents, each as updated from time to time:

• the Acceptable Use Policy;
• the Privacy Policy;
• the Crypto Risk Disclosure (the "Crypto Risk Disclosure" section below); and
• the Refund and Chargeback Policy.

If there is a conflict, these Terms prevail over the other documents unless a document expressly states that it overrides these Terms.

2. Definitions

In these Terms, unless the context requires otherwise:

• "End Customer" or "Merchant's Customer" — a person who pays a Merchant through the Platform.
• "Fees" — the amounts payable to us for the Services, as described in clause 6.
• "Personal Data", "Processing", "Controller", "Processor" — as defined in the applicable data-protection law referenced in the Privacy Policy.
• "Platform" or "Services" — the AbsolutePay platform and all related services we make available, including branded checkout, crypto pay-ins, payouts, gift cards/vouchers, subscriptions, the merchant dashboard, and related APIs and tools.
• "Provider" — our upstream licensed payments and settlement provider (see clause 4). We do not identify the Provider by name in customer-facing materials.
• "Sub-Account" — the dedicated account held by the Provider and mapped to your Workspace, into which crypto pay-ins settle.
• "Workspace" — your tenant/account environment on the Platform.

3. Acceptance and eligibility

3.1. Acceptance. By registering for, accessing, or using the Platform — including by clicking to accept at onboarding — you agree to these Terms. If you accept on behalf of an entity, you represent that you are authorised to bind that entity, and "you" means that entity.

3.2. Business use only (B2B). The Platform is provided to businesses acting in a business capacity. It is not offered to consumers and is not intended for personal, family, or household use. You must not present yourself as a consumer to obtain the Services.

3.3. Eligibility. To use the Platform you must:

• (a) be a duly formed and validly existing legal entity (or an individual acting in a genuine business capacity where we expressly permit it);
• (b) be able to form a binding contract with us;
• (c) not be a person or entity that is the target of sanctions, located in a prohibited jurisdiction, or otherwise barred under the Acceptable Use Policy or clause 15; and
• (d) complete our onboarding, KYC/KYB, and screening checks to our satisfaction (clause 8).

3.4. Geographic restrictions. The Platform is not offered to persons in, or ordinarily resident in, jurisdictions we exclude, which currently include the United States.

3.5. No advice. We do not provide legal, tax, accounting, investment, or financial advice. You are responsible for obtaining your own advice.

4. The Services

4.1. What the Platform is. AbsolutePay is a white-label crypto-payments platform. It provides technology that lets you accept crypto pay-ins from your End Customers, offer branded checkout, and (subject to clause 7) receive settlement payouts, together with related features such as gift cards/vouchers, subscriptions, a merchant dashboard, and APIs.

4.2. Our role — technology layer resold on your behalf. We provide the Platform as an embedded-finance technology layer, licensed by RAK DAO for Embedded Finance Enablement (Licence No. 07011064). We do this by reselling the Institution API of our upstream licensed payments and settlement provider (a licensed third-party payments provider). When you use the Platform, we call the Provider on your behalf. Your Workspace is mapped to a dedicated Sub-Account held by the Provider. We are the technology and settlement-integration layer; custody, payment execution, and on-chain settlement are performed by the Provider under its own licences (see clause 5).

4.3. We do not name the Provider. For commercial reasons we refer to the Provider only as our upstream payments and settlement provider. This does not affect your rights under these Terms.

4.4. Availability. We aim to keep the Platform available but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue features, in whole or in part, with notice where practicable.

4.5. No banking relationship. We are not a bank and do not provide deposit-taking, lending, or similar services. Amounts recorded on the Platform are not deposits and are not covered by any deposit guarantee scheme.

5. Custody of funds (PLEASE READ — IMPORTANT)

5.1. We are not the custodian of your funds. The Company does not take custody of crypto-assets or fiat on your behalf.

5.2. Where funds settle. Crypto pay-ins from your End Customers settle into the Provider-held Sub-Account mapped to your Workspace. Custody of those funds sits with the Provider under the Provider's own terms and licensing, not with us.

5.3. No keys, no wallets. The Platform never holds a private key and never holds a customer wallet. We do not control the cryptographic keys to any funds.

5.4. What we do. We provide the technology that instructs the Provider on your behalf, records balances and obligations, calculates Fees, and presents information in your dashboard. Balances shown on the Platform are records of amounts held or owed at the Provider level; they are not amounts we hold.

5.5. Consequence. Because we are not the custodian, our ability to move, recover, freeze, or reverse funds is limited to what the Provider's systems permit. On-chain transactions are generally irreversible (clause 11 and the Crypto Risk Disclosure).

6. Fees and our markup (transparent pricing)

6.1. How we are paid. Our fee is a markup (a margin) charged over the Provider's network fee for a given transaction. In other words, we earn the spread between what the Provider charges for processing and what you are billed. This markup is how the Company makes its revenue, and we disclose it to you.

6.2. How the markup is set. The markup is applied on a tiered basis and may vary by transaction type, asset, network, volume tier, or your pricing plan. Your applicable rates (or the method used to calculate them) are shown in your dashboard and/or your pricing schedule, and are accrued on each settled payment.

6.3. Transparency. We will make your effective Fees — including the markup component over the network fee — reasonably visible to you before or at the time of the relevant transaction, or in your dashboard and statements.

6.4. Network / on-chain costs. On-chain network costs, Provider network fees, and third-party costs are for your account and may be deducted from amounts processed or settled.

6.5. Taxes. Fees are exclusive of taxes. You are responsible for all taxes, duties, and levies arising from your use of the Platform (excluding taxes on our net income). VAT/GST may apply and, if so, may be added to your Fees and/or shown on your invoices. You must provide accurate tax information where we request it.

6.6. Changes to Fees. We may change Fees or the markup on notice in accordance with clause 17. If you do not accept a change, your remedy is to stop using the affected Services.

6.7. Currency and rounding. Amounts may be converted between assets/currencies and rounded. Rates and timing are as applied by the Provider and/or the Platform at the relevant time.

7. Payouts and settlement

7.1. Accrual today; controlled enablement. In production, merchant settlement payouts are currently accrual-only — the payout rail is switched off pending a controlled go-live. This means we mostly record the obligations owed to you rather than moving funds at this time.

7.2. Enablement. The payout rail will be enabled later, at our discretion and subject to operational, compliance, and Provider readiness. We will make payout terms (timing, minimums, methods, and any holds) available when the rail is enabled. Until then, no entitlement to a specific payout timing should be assumed.

7.3. Holds and reserves. We (or the Provider) may apply holds, reserves, delays, or limits to payouts or balances where reasonably necessary — for example for suspected fraud, disputes, chargeback- equivalent risk, compliance review, sanctions screening, or to comply with law.

7.4. Accuracy of payout details. You are responsible for the accuracy of any settlement address, wallet, or account details you provide. Given irreversibility (clause 11), we are not responsible for funds sent to details you provided incorrectly.

8. Merchant obligations

You agree that:

8.1. Legality of your business and your customers. You are solely responsible for the legality of your own business, products, and services, and for your own End Customers and their transactions. You must not use the Platform for, or on behalf of, any activity that breaches the Acceptable Use Policy or applicable law.

8.2. KYC/KYB and screening. You will provide accurate, complete, and current information for identity verification (KYC for individuals, KYB for businesses), which is performed via a third-party identity- verification vendor, and you will cooperate with sanctions/PEP/adverse-media screening at onboarding and on an ongoing basis. You will promptly update us if your information changes.

8.3. Your own compliance. You will comply with all laws applicable to your business, including consumer-protection, tax, data-protection, anti-money-laundering, sanctions, and (where relevant) licensing requirements. You must hold any licences your activities require; we do not provide them.

8.4. Credential and account security. You will keep your API keys, request-signing secrets, credentials, and access secure; restrict access to authorised personnel; and notify us promptly of any suspected compromise. You are responsible for activity under your Workspace and credentials.

8.5. Accurate disclosures to End Customers. You will give your End Customers clear, accurate, lawful terms, pricing, and refund information, and will handle their data lawfully.

8.6. No misuse. You will not (a) reverse engineer, resell, or provide the Platform to third parties except as permitted; (b) interfere with or overload the Platform; (c) circumvent Fees, limits, screening, or security; or (d) use the Platform to build a competing service.

8.7. Cooperation. You will provide information and assistance we reasonably request for compliance, audit, risk, dispute, or legal purposes.

9. Prohibited and acceptable use

9.1. Your use of the Platform must comply with the Acceptable Use Policy, which is incorporated into these Terms. The AUP lists prohibited activities, prohibited users, and sanctioned parties/jurisdictions.

9.2. A breach of the AUP is a breach of these Terms and may lead to suspension or termination under clause 15 and, where required, reporting to authorities.

10. Data protection

10.1. Cross-reference. Our handling of Personal Data is described in the Privacy Policy, including its "Cookies & Tracking" section covering cookies and tracking technologies.

10.2. Roles. Each party is an independent Controller of the Personal Data it determines the purposes and means for. For example, we are the Controller of Merchant onboarding and account data we collect for our own compliance and platform operation, and you are the Controller of your End Customers' data that you determine to process. Where we instead process Personal Data on your behalf as your Processor, a separate data-processing addendum applies.

10.3. Cooperation. The parties will cooperate in good faith to meet their respective obligations under the applicable data-protection law, including in relation to data-subject requests and security incidents.

11. Crypto risk and irreversibility (acknowledgment)

11.1. You acknowledge and accept the risks described in the Crypto Risk Disclosure (the "Crypto Risk Disclosure" section below), including price volatility, network and protocol risk, wrong-address loss, and operational risk.

11.2. Irreversibility. Crypto and on-chain transactions are generally irreversible. There is no card-style chargeback and, once confirmed on-chain, a transaction generally cannot be reversed by us, the Provider, or you.

11.3. Refunds. Any refunds operate as described in the Refund and Chargeback Policy and are a matter between you and your End Customer; we do not guarantee the recoverability of any transferred crypto-asset.

12. Intellectual property and licence

12.1. Ownership. We and our licensors own all intellectual property rights in the Platform, including software, APIs, documentation, and the "AbsolutePay" name and brand. No rights are granted except as expressly stated.

12.2. Licence to you. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during the term.

12.3. Brand use. You may use our brand assets only as we permit and in line with any brand guidelines we provide. We may use your name and logo to identify you as a customer unless you tell us not to.

12.4. Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you, and you grant us a perpetual, worldwide, royalty-free licence to do so.

13. Warranties and disclaimers

13.1. Your warranties. You warrant that (a) you are eligible under clause 3; (b) the information you provide is accurate; (c) your business and your End Customers comply with law and the AUP; and (d) you have all rights and consents needed for us and the Provider to process transactions and data on your behalf.

13.2. "As is". To the maximum extent permitted by law, the Platform is provided "as is" and "as available", and we disclaim all warranties, conditions, and representations not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13.3. No guarantee of results. We do not warrant that the Platform will be uninterrupted, secure, or error-free, that defects will be corrected, or that transactions will settle within any particular time.

14. Limitation of liability and indemnity

14.1. Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, data, or business, however arising.

14.2. Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms and the Services is limited to the total fees you paid us for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.

14.3. Crypto and Provider losses. Without limiting clause 14.1, we are not liable for losses arising from (a) the irreversibility of crypto transactions; (b) blockchain, network, wallet, or third-party failures; (c) the acts, omissions, insolvency, or systems of the Provider or any other third party; (d) price volatility; or (e) funds sent to an incorrect address or details you provided.

14.4. Carve-outs. Nothing in these Terms limits liability that cannot be limited by law, including for fraud or fraudulent misrepresentation, or (where applicable) death or personal injury caused by negligence.

14.5. Indemnity by Merchant. You will indemnify and hold us (and our affiliates, officers, and personnel) harmless from and against all claims, losses, liabilities, fines, and reasonable costs (including legal fees) arising out of or in connection with (a) your breach of these Terms, the AUP, or law; (b) your business, products, services, or End Customers; (c) your content or data; or (d) taxes you are responsible for.

14.6. Allocation of risk. The parties agree that the Fees reflect the allocation of risk in these Terms, and the limitations and exclusions in this clause 14 are an essential basis of the bargain.

15. Suspension and termination

15.1. Termination for convenience. Either party may terminate these Terms and close the Workspace on 30 days' written notice, subject to settlement of outstanding obligations.

15.2. Suspension. We may suspend or restrict your access, in whole or in part, immediately and without prior notice where we reasonably believe it is necessary — including for suspected breach of these Terms or the AUP; suspected fraud or financial crime; AML, sanctions, or legal/regulatory reasons; risk to the Platform, the Provider, or third parties; or non-payment.

15.3. Termination for cause. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of notice (or is incapable of remedy), or becomes insolvent. We may terminate immediately where required for legal, regulatory, sanctions, or Provider-mandated reasons.

15.4. Effect of termination. On termination or suspension:

• (a) your right to use the affected Services ends;
• (b) Fees and other amounts accrued up to that point remain payable;
• (c) in-flight transactions may be completed, held, reversed where possible, or unwound as the Provider's systems and applicable law permit — subject to the irreversibility of on-chain transactions (clause 11);
• (d) recorded but unpaid settlement obligations will be handled in accordance with clause 7 and applicable law, subject to compliance holds; and
• (e) where suspension/termination is for AML, sanctions, or legal reasons, we may be required to freeze funds or balances and/or withhold information, and to report to relevant authorities.

15.5. Survival. Clauses that by their nature should survive (including 5, 6, 11, 12, 13, 14, 15.4, 15.5, 16, and 18) survive termination.

16. Changes to these Terms

16.1. We may update these Terms and the incorporated documents from time to time. We will post the updated version at https://absolutepay.io and/or notify you (for example by email or in-dashboard). Changes take effect on the stated effective date.

16.2. Material changes will be notified with reasonable advance notice where practicable. Your continued use of the Platform after a change takes effect constitutes acceptance. If you do not accept a change, you must stop using the affected Services.

17. General

17.1. Notices. Notices to us must be sent to [email protected] (with a copy to Office A, Innovation City Business Centre, RAK BANK ROC Office, Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, UAE). Notices to you may be sent to the email or in-dashboard contact associated with your Workspace. Notices are deemed received on the next business day after sending by email.

17.2. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign, novate, or transfer these Terms (including to an affiliate or in connection with a reorganisation, financing, or sale) on notice to you.

17.3. Subcontracting. We may use subcontractors and third parties (including the Provider and the identity-verification vendor) to provide the Services. We remain responsible for the Services as set out in these Terms.

17.4. Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, civil unrest, government action, sanctions, network or blockchain failures, outages of the Provider or other third parties, and utility or internet failures.

17.5. Entire agreement. These Terms and the documents they incorporate are the entire agreement between the parties on their subject matter and supersede all prior discussions and agreements. Each party confirms it has not relied on any statement not set out in these Terms (but nothing limits liability for fraud).

17.6. Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in force.

17.7. No waiver. A failure or delay in exercising a right is not a waiver of it.

17.8. No partnership/agency. Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties, and neither party may bind the other, except that we act on your behalf toward the Provider as described in clause 4.

17.9. Third-party rights. Except as expressly stated, a person who is not a party has no right to enforce these Terms.

17.10. Language. These Terms are in English. Any translation is for convenience only, and the English version prevails.

18. Governing law and dispute resolution

18.1. Governing law. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by UAE Federal law (together with the applicable RAK DAO / RAK ICC free-zone regulations).

18.2. Jurisdiction. The parties submit to the jurisdiction of the competent courts of Ras Al Khaimah / the UAE, or, where the parties so elect, to arbitration, to settle any such dispute.

18.3. Complaints. Before commencing proceedings, the parties will attempt in good faith to resolve disputes, and you may raise complaints via [email protected] in accordance with the "Complaints" section below.

Crypto Risk Disclosure

1. Purpose of this disclosure

This document explains, in plain language, the main risks of accepting and handling crypto (digital asset) payments through the AbsolutePay platform ("Platform", "Services"). It is written for Merchants who use the Platform, and relevant parts may be shown or referenced to your End Customers at checkout.

Please read it before you enable crypto payments. If anything here is unclear, take independent financial, tax, or legal advice. Using the Platform means you understand and accept these risks.

2. Price volatility

Crypto assets can move sharply in value — up or down — over very short periods. The value of a payment can change between the moment a customer initiates it, the moment it confirms on-chain, and the moment it is settled or converted. You may receive more or less value than you expected. We do not control, guarantee, or stabilize the market price of any asset, and we are not responsible for losses caused by price movement.

3. Irreversibility — no card-style reversal

On-chain crypto transactions are generally irreversible. Once a transaction is broadcast and confirmed on the relevant network, it cannot be cancelled, recalled, or reversed by us, by our upstream payments and settlement provider, or by anyone else.

There is no card-style chargeback mechanism. If a customer wants their money back, that can only happen if you (the Merchant) choose to send a new, separate outbound transaction as a refund. See the Refund & Chargeback Policy (/refunds).

4. Wrong address / wrong network — permanent loss

Crypto payments are routed to a specific address on a specific blockchain network. If funds are sent to the wrong address, or on the wrong network/chain, or with an incorrect memo/tag where one is required, they may be permanently lost and unrecoverable. Always confirm the address, asset, and network before any transaction. We cannot retrieve funds sent in error.

5. Network delays and congestion

Blockchain networks can slow down, become congested, or temporarily fail to confirm transactions on a predictable schedule. Settlement of a payment may be delayed, and network ("gas") fees may rise. Confirmation times are set by the network, not by us, and are outside our control.

6. We are not the custodian of funds

The Company is not the custodian of your funds. Crypto pay-ins settle into a sub-account held by our upstream payments and settlement provider for your workspace. The Platform never holds a private key or a customer wallet on your behalf. We operate the software layer that instructs the provider on your behalf; we do not take possession or control of the underlying crypto assets.

7. No deposit insurance or guarantee

Crypto balances and payments handled through the Platform are not bank deposits. They are not covered by any deposit-insurance, investor-compensation, or government guarantee scheme. If our upstream provider, a custodian, an exchange, or a network experiences failure, insolvency, or a security incident, some or all value could be lost. We do not guarantee the value, availability, or recoverability of any asset.

8. Regulatory uncertainty

The legal and regulatory treatment of crypto assets is still developing and varies by country. Rules can change — sometimes quickly — and changes may affect how, or whether, you can use crypto payments, which assets are supported, and what obligations apply to you. Availability of the Services (and of particular assets, networks, or features) may change or be restricted to comply with law.

9. Your responsibilities: tax and your own customers

• Tax. You are solely responsible for determining, reporting, and paying any taxes (including VAT, income, capital-gains, or withholding taxes) arising from your use of crypto payments. We do not provide tax advice and do not calculate or remit taxes on your behalf.
• Your End Customers. You are responsible for your relationship with your own customers — including your pricing, your refund policy, disclosures at checkout, and handling disputes. See the Refund & Chargeback Policy for how refunds work on the Platform.

10. Security

You are responsible for keeping your account credentials, API keys, and any wallet or device used to receive payouts secure. Loss or compromise of these can lead to loss of funds that we cannot reverse.

11. General

This disclosure summarizes key risks but is not exhaustive — crypto involves other risks not listed here. It should be read together with these Terms of Service and other Platform policies. Nothing in this document is financial, investment, tax, or legal advice.

Complaints

1. Purpose and scope

We take complaints seriously and aim to resolve them fairly, promptly, and consistently. This section explains how to raise a complaint about the AbsolutePay platform or Services, and how we handle it.

It applies to complaints from Merchants. Where relevant, it also covers complaints from an End Customer that are routed to us via the Merchant (or that reach us directly and concern the Platform rather than the Merchant's own goods or services). Disputes about a Merchant's own products, pricing, or refunds are between the Merchant and its End Customer and are handled under the Merchant's policies — see the Refund & Chargeback Policy.

2. How to submit a complaint

Send your complaint to [email protected]. To help us investigate quickly, please include:

• your name and the Merchant workspace / account it relates to;
• a clear description of what went wrong, with relevant dates;
• any reference numbers, transaction identifiers, or screenshots; and
• the outcome you are seeking.

Support matters that cannot be resolved at first contact will be escalated into this complaints process.

3. Acknowledgement and response timelines

• Acknowledgement: we aim to acknowledge your complaint within five (5) business days of receipt.
• Substantive response / resolution: we aim to provide a final response within thirty (30) business days of receipt.
• If we need more time (for example, a complex investigation), we will tell you why and give a revised timeframe.

4. How we log, investigate, and escalate complaints

1. Log. Every complaint is recorded in our complaints register with a unique reference, the date received, the complainant, a summary, and its status.
2. Assess & investigate. The complaint is reviewed by an appropriate team member, who gathers the relevant facts and records. Complaints touching financial-crime, sanctions, custody of funds, or regulatory matters are escalated to the compliance owner (Section 5).
3. Resolve. We aim to resolve the complaint and communicate the outcome — including our reasoning and any remedy or next steps — in writing.
4. Escalate internally. If you are not satisfied with the initial outcome, you may ask for the complaint to be reviewed at a more senior level. The compliance owner (or delegate) provides final internal oversight.

5. Compliance owner and oversight

Oversight of this policy sits with our Compliance Officer (or their delegate), who is responsible for ensuring complaints are handled fairly and consistently, for reviewing escalated or regulatory-sensitive complaints, and for monitoring complaint trends to improve the Services.

6. Record-keeping

We retain complaint records — including the complaint, our investigation, correspondence, the outcome, and any remedy — for as long as required by applicable law, and in any event at least seven (7) years for transaction and anti-money-laundering records — from resolution. These records support regulatory reporting, audits, and trend analysis. Records are handled in line with our Privacy Policy and applicable the UAE Federal Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) ("PDPL").

7. Escalation to a regulator or ombudsman

If you remain dissatisfied after we have issued our final response (or after any mandatory final-response deadline has passed), you may be able to refer the matter to the relevant authority in the UAE.

For complaints concerning Personal Data, you may also contact the relevant data-protection authority (see the Privacy Policy).

8. Cost and fairness

Raising a complaint is free. We will not treat you less favourably for making a complaint in good faith, and we handle complaints without discrimination.

9. General

This section should be read together with the rest of these Terms and other Platform policies. It is governed by UAE Federal law (together with the applicable RAK DAO / RAK ICC free-zone regulations), with the competent UAE / Ras Al Khaimah courts (or arbitration if the parties so elect) having jurisdiction. Nothing here is legal advice.

End of Merchant Terms of Service, incorporating the Crypto Risk Disclosure and Complaints sections.