Acceptance of Terms

This Master Services Agreement, together with the Data Sharing Addendum (if applicable) and any Order Form (collectively, the “Agreement”), governs the services provided to you (“Merchant” or “you”) by Odeonpay ALE S.R.L (“Paysagi”).

By signing up for our services, or by downloading, installing, or otherwise accessing or using the Services (as defined below), you agree that you have read, understand, and accept this Agreement, and you agree to be bound by the terms contained herein and all terms, policies, and guidelines incorporated in the Agreement by reference (including the Privacy Policy.

If you do not agree to this Agreement, you do not have our permission to, and may not use the Services in any way. The Services are offered to you conditional on your acceptance of this Agreement.

We may make changes to this Agreement from time to time. When we do, we will revise the “Last updated” date given above. Modifications are effective immediately for any Merchants who sign up on or after the date of publication, and 30 days from the date of publication for all existing Merchants. The new version of the Agreement will supersede all previous versions.

1. Definitions and Interpretation

In this Agreement, the following terms have the meanings ascribed to them:

Acceptable Use Policy: Paysagi’s acceptable use policy referenced in our Legal Framework.

Card: Any credit card, debit card, or pre-paid card issued by an Issuer under a Card Scheme.

Card Scheme: Visa, MasterCard, Cartes Bancaires, JCB, American Express, UnionPay, Diners Club/Discover, or comparable bodies.

Chargeback: A procedure where an issuing bank or financial institution charges back all or part of a Buyer’s card transaction.

Confidential Information: Information relating to development, products, trade secrets, business plans, financial data, strategies, or other proprietary information.

Data Protection Laws: All applicable data protection and privacy laws, including GDPR, CCPA, and similar regulations.

Merchant, Seller, Payee or You: The individual or legal person providing a product or service as its business activity, and contracting with Paysagi for the Services and Commercial-Agent Appointment (as defined in Section 2 below).

Buyer or Payer: The customer/cardholder of the Merchant.

Sales Contract: The purchase of goods or services by the Buyer from the Merchant, which is negotiated or concluded by Paysagi. The Merchant is the seller and supplier of the goods or services and remains responsible for their legality, quality, delivery and performance. Paysagi concludes the Sales Contract solely as the Merchant’s authorised commercial agent and receives payments in connection with such Sales Contracts. Paysagi is not the seller, reseller or supplier of the relevant goods or services and does not acquire title to them.

2. Services and Commercial Agent Appointment

2.1. The Merchant appoints Paysagi as its authorised commercial agent, acting solely for and on behalf of the Merchant, in connection with the offer and sale of the Merchant’s approved goods and services through the sales channels approved by Paysagi.

 

2.2. Paysagi accepts this appointment and is authorised to negotiate and/or conclude Sales Contracts with Buyers on behalf of the Merchant and to bind the Merchant to such Sales Contracts in accordance with this Agreement and the commercial authority granted by the Merchant.

 

2.3. Within the commercial authority granted by the Merchant, Paysagi may:

(a) present and communicate offers on behalf of the Merchant;

(b) agree or determine the final commercial terms of a sale within parameters agreed with the Merchant;

(c) accept or reject orders;

(d) conclude Sales Contracts and issue order confirmations on behalf of the Merchant;

(e) receive payment on behalf of the Merchant;

(f) administer cancellations, refunds and Buyer complaints on behalf of the Merchant; and

(g) take such other commercially substantive actions as are expressly agreed between the parties in relation to the negotiation, conclusion or administration of Sales Contracts.

 

2.4. The specific commercial powers granted to Paysagi shall be set out in the applicable Order Form or other written commercial-agency appointment and must reflect the actual operating arrangement between Paysagi and the Merchant.

 

2.5. Paysagi acts solely on behalf of the Merchant and does not act as an agent, representative or fiduciary of the Buyer. Paysagi does not:

(a) represent the Buyer in the Sales Contract;

(b) accept payment or transfer instructions from the Buyer independently of a Sales Contract;

(c) provide escrow or hold funds pending the Buyer’s approval of performance;

(d) operate a wallet or payment account for the Buyer;

(e) determine disputes as a neutral intermediary; or

(f) owe the Buyer any agency or fiduciary duties,

except to the extent that any obligation is imposed by mandatory law.

 

2.6. Payment processing and acquiring services are provided by appropriately authorised payment service providers. Paysagi arranges access to such services as an activity ancillary to its role as the Merchant’s authorised commercial agent.

3. Prohibited Activities

You may not use the Services for any activity that:

Violates any law, regulation, or Card Brand Network rules
Involves fraudulent, deceptive, unfair, abusive, or predatory practices

Threatens reputational damage to Paysagi or any Card Brand Network

Results in significant risk of chargebacks, fines, damages, or harm

Engages in, encourages, or promotes violence or discrimination

4. Fees and Payments

Fees for using our Services are as specified in your Order Form or pricing agreement. All fees are non-refundable unless otherwise stated.

We may change our fees upon 30 days’ notice. Continued use of the Services after the fee change constitutes acceptance of the new fees.

The Merchant acknowledges and agrees that all settlement reports, account statements, reserve calculations, fee calculations, remittance notices, and transaction summaries provided by Paysagi shall be deemed accurate and accepted unless the Merchant submits a written dispute within fourteen (14) calendar days from the date such report or statement was made available or sent to the Merchant.

Any dispute must include reasonable supporting documentation and sufficient detail to enable investigation by Paysagi.

If the Merchant does not notify Paysagi of a dispute within the above period, the relevant statement, report, settlement, reserve calculation, deduction, or remittance shall be deemed final, binding, and irrevocably accepted by the Merchant, and the Merchant waives any right to subsequently challenge or dispute the same.

Paysagi reserves the right to reject any late, incomplete, unsupported, or duplicate dispute claims.

For the avoidance of doubt, Paysagi may rely on data, reports, calculations, reserve positions, chargeback records, or settlement information received from acquiring banks, payment service providers, banking partners, card schemes, or financial institutions as conclusive evidence for the purposes of settlement and reconciliation, absent manifest error.

Nothing in this clause shall limit Paysagi’s right to correct clerical errors, processing mistakes, fraud, duplicate transactions, or manifest calculation errors identified after such period.

5. Chargebacks, Refunds and Buyer Complaints

 

5.1. The Merchant authorises Paysagi, acting solely as the Merchant’s commercial agent, to administer Buyer complaints, cancellations, refunds, retrieval requests, chargebacks and payment disputes relating to Sales Contracts.

 

5.2. Within the parameters established by the Merchant’s refund policy, applicable law, Card Scheme rules, the commercial authority granted by the Merchant and the requirements of the relevant acquiring or payment partner, Paysagi may approve or reject refund requests, issue refunds and communicate decisions to Buyers on behalf of and so as to bind the Merchant.

 

5.3. In performing these activities, Paysagi acts solely on behalf of the Merchant and does not act as agent, representative or dispute-resolution body for the Buyer.

 

5.4. The Merchant remains financially responsible for refunds, chargebacks, Card Scheme assessments, fines, penalties and losses arising from its goods, services or Sales Contracts.

 

5.5. Paysagi may deduct any such amounts from Transaction Proceeds, settlement funds, reserves or other amounts otherwise payable to the Merchant.

 

5.6. Excessive chargeback levels, elevated fraud rates or recurring Buyer disputes may result in additional reserves, settlement delays, suspension or termination of the Merchant’s account.

 

6. Merchant Acknowledgements and Obligations

6.1. The Merchant:

(a) authorises Paysagi to negotiate and/or conclude Sales Contracts in accordance with the commercial authority granted to Paysagi and acknowledges that actions taken by Paysagi within that authority bind the Merchant;

(b) authorises Paysagi to receive payments from Buyers on the Merchant’s behalf in respect of Sales Contracts negotiated or concluded by Paysagi;

(c) shall honour all Sales Contracts concluded by Paysagi on its behalf;

(d) shall not reject or vary a Sales Contract after its conclusion except as permitted by the applicable customer terms or law;

(e) shall provide Paysagi with sufficient commercial parameters to exercise the authority granted to it regarding pricing, discounts, order acceptance, cancellations and refunds;

(f) remains responsible for fulfilment, consumer rights, product compliance, taxation and after-sales obligations;

(g) shall ensure that all information concerning its goods and services is accurate; and

(h) shall immediately notify Paysagi of any change that may affect Paysagi’s authority or the legal classification of the Services.

6.2. The Merchant shall provide all information, documentation and assistance reasonably requested by Paysagi for compliance, anti-money laundering, sanctions, fraud prevention, Card Scheme, banking partner and regulatory requirements.

 

6.3. The Merchant acknowledges that Paysagi may share such information with acquiring banks, banking partners, payment providers, Card Schemes, auditors, regulators and competent authorities where reasonably required for compliance purposes. Failure to provide requested information may result in additional review, suspension or termination.

 

6.4. The Merchant must prominently display the following or substantially equivalent wording on its website and at checkout:

 

Seller: [Merchant legal name, registration number and address]

Paysagi acts solely as the Seller’s authorised commercial agent to negotiate and/or conclude this sale and to receive payment on the Seller’s behalf. Your contract is with the Seller, which remains responsible for providing the goods or services. Payment to Paysagi or its designated payment partner fully discharges your payment obligation to the Seller.

 

7. Regulatory Status

 

7.1. The parties intend that Paysagi’s receipt of payments in connection with Sales Contracts falls within the applicable commercial-agent exclusion from payment-services regulation.

 

7.2. Regulated acquiring, payment processing and related payment services are provided by appropriately authorised payment service providers. Paysagi arranges access to such services in connection with its role as the Merchant’s authorised commercial agent.

 

7.3. If Paysagi reasonably determines that the commercial-agent exclusion is unavailable or may cease to apply, Paysagi may:

(a) suspend the relevant Services or transactions;

(b) require the Merchant to enter into amended documentation;

(c) arrange for settlement to be made directly by an authorised payment service provider;

(d) require the Merchant to be directly onboarded by the acquiring or payment partner; or

(e) terminate the Agreement.

8. Account Termination

We reserve the right to suspend or terminate your account for:

Violation of this Agreement or the Acceptable Use Policy

Engagement in prohibited activities

Excessive chargebacks or fraud risk

Security concerns or unauthorized access

At our discretion with 30 days’ notice

9. Limitation of Liability

Under no circumstances shall Paysagi be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use, or inability to use, the Services.

Our total liability shall not exceed the fees paid by you to Paysagi in the 12 months preceding the claim.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Paysagi is registered, without regard to conflict of law principles.

11. Settlement and Transaction Proceeds

11.1. Paysagi may receive Transaction Proceeds on behalf of the Merchant only in connection with Sales Contracts negotiated or concluded by Paysagi in its capacity as the Merchant’s authorised commercial agent.

 

11.2. As between the Merchant and Paysagi, the Merchant shall be entitled to the net Transaction Proceeds after deduction of the agreed fees, refunds, chargebacks, reserves, taxes and other amounts permitted under this Agreement.

 

11.3. Paysagi shall arrange for the net Transaction Proceeds to be remitted in accordance with the settlement method and settlement schedule agreed with the Merchant.

 

11.4. Paysagi does not provide the Merchant with a payment account, wallet, stored-value account or general-purpose money-transfer service. Any transaction balance shown in Paysagi’s systems is a reconciliation record only and does not constitute a payment account.

 

11.5. The Merchant may not:

 

(a) place its own funds into Paysagi’s systems;

(b) use the Services to transfer funds unrelated to an approved Sales Contract;

(c) instruct Paysagi to transfer Transaction Proceeds to unrelated third parties except as part of an approved settlement method;

(d) use Paysagi to collect debts, donations or other amounts unrelated to approved sales; or

(e) process transactions for any person other than the Merchant.

 

11.6. Alternative Settlement Methods.

At the Merchant’s request and subject to Paysagi’s approval, Paysagi may arrange for the Merchant’s net Transaction Proceeds to be remitted through an approved third-party service provider for the purpose of implementing an agreed alternative settlement method, including conversion into digital assets by an appropriately authorised provider. Any regulated conversion, exchange, custody or transfer service shall be performed by the relevant third-party provider and not by Paysagi.

 

12. Contact Information

For questions about this Agreement, please contact us.