1. ACCEPTANCE OF TERMS

Welcome to Elementary Pay ("we,  "us," or "our"). By accessing or using our payment services, website, or mobile application (collectively, the "Service"), you agree to be bound by these Terms of Service (the "Terms").

If you are using the Service on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity.

If you do not agree to these Terms, you may not access or use the Service.

2. ELIGIBILITY

By using the Service, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction).
• You have the legal capacity to enter into a binding contract.
• You are not located in a country that is subject to sanctions or embargoes by the United Nations, the European Union, the United States, or other applicable authorities.
• You are not on any list of prohibited or restricted parties (such as sanctions lists published by the OFAC, UN, or EU).
• You will use the Service only in compliance with these Terms and all applicable laws and regulations.

3. DESCRIPTION OF SERVICE

Elementary Pay provides a payment processing platform that enables merchants to accept payments from customers, send payouts, and manage transactions electronically (the "Payment Services").

3.1. Role of Elementary Pay
We act as an intermediary (payment facilitator or payment processor) between you and the financial institutions that ultimately process transactions. We are not a bank and do not hold or lend funds. All funds are held in settlement accounts with our partner financial institutions.

3.2. Third-Party Processors
To provide the Payment Services, we rely on third-party banking partners, payment gateways, and acquirers. By using our Service, you also agree to be bound by the terms and conditions of these third-party providers, which may include separate user agreements, fee schedules, and privacy policies.

4. ACCOUNT REGISTRATION AND SECURITY

4.1. Account Creation
To use the Payment Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate and complete.

4.2. Account Security
You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this obligation.

4.3. Verification (KYC/AML)
To comply with global Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations, we may require you to provide certain information and documents to verify your identity and business status. This may include, but is not limited to:

• Government-issued ID (passport, driver's license).
• Proof of address (utility bill, bank statement).
• Business registration documents.
• Beneficial ownership information.

We reserve the right to suspend or terminate your account if you fail to provide the requested information within a reasonable time.

5. FEES AND PAYMENTS

5.1. Fees
You agree to pay all fees charged to your account in accordance with the pricing terms in effect at the time the fee is incurred. All fees are non-refundable, except as required by law or as expressly stated otherwise.

5.2. Fee Changes
We may change our fees at any time. We will provide you with at least 30 days' notice before any fee changes take effect. Your continued use of the Service after the fee change constitutes your acceptance of the new fees.

5.3. Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any transaction. We are not responsible for determining whether taxes apply to your transaction or for collecting, reporting, withholding, or remitting any taxes arising from your use of the Service.

5.4. Chargebacks and Reversals
If a transaction results in a chargeback, reversal, or other dispute, you agree that we may deduct the amount of the transaction (including any associated fees, fines, or penalties) from your account balance or invoice you directly. You are responsible for all losses incurred by us or our partners due to chargebacks.

6. PROHIBITED ACTIVITIES

You may not use the Service for any illegal, fraudulent, or unauthorized purpose. Prohibited activities include, but are not limited to:

• Violating any applicable law, regulation, or sanction.
• Processing transactions related to illegal goods or services (such as narcotics, counterfeit goods, weapons, or unauthorized gambling).
• Engaging in fraudulent activity, money laundering, or terrorist financing.
• Infringing upon the intellectual property rights of others.
• Distributing viruses, malware, or any other harmful code.
• Attempting to gain unauthorized access to our systems or other users' accounts.

We reserve the right to investigate and take appropriate legal action against anyone who violates these provisions, including suspending or terminating accounts and reporting such activity to law enforcement authorities.

7. INTELLECTUAL PROPERTY

7.1. Our Intellectual Property
The Service, including its code, design, logos, and content, is owned by us or our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Service without our prior written consent.

7.2. License to Use
We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

8. PRIVACY AND DATA PROTECTION

Your use of the Service is subject to our Privacy Policy and Cookie Policy, which explain how we collect, use, and protect your personal information. By using the Service, you consent to the practices described in those policies.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

9.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.2. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9.3. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR USE OR INABILITY TO USE THE SERVICE.
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE.
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

9.4. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT OF FEES YOU PAID TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR
• ONE HUNDRED EUROS (€100) (OR EQUIVALENT IN LOCAL CURRENCY).

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Elementary Pay, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your access to or use of the Service.
• Your violation of these Terms.
• Your violation of any third-party right, including intellectual property or privacy rights.
• Any claim that your transactions caused damage to a third party.

11. SUSPENSION AND TERMINATION

11.1. Termination by You
You may terminate your account at any time by contacting support. Upon termination, you remain responsible for all transactions processed through your account and any outstanding fees.

11.2. Suspension or Termination by Us
We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Grounds for suspension or termination include, but are not limited to:

• Violation of these Terms or applicable laws.
• Suspected fraudulent or illegal activity.
• Failure to pay fees when due.
• Request by law enforcement or government authorities.
• Extended periods of inactivity.

11.3. Effect of Termination
Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, warranty disclaimers, limitation of liability, and indemnification.

12. DISPUTE RESOLUTION

12.1. Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

12.2. Informal Resolution
Before filing a claim, you agree to attempt to resolve any dispute informally by contacting us at support@elpay.online. We will attempt to resolve the dispute internally as soon as possible.

12.3. Arbitration
If the dispute cannot be resolved informally, you agree that any dispute arising out of or relating to these Terms shall be finally settled by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its rules. The arbitration shall be held in London, England, and the language of the arbitration shall be English.

12.4. Class Action Waiver
To the fullest extent permitted by law, you and we agree that any proceedings to resolve disputes will be conducted on an individual basis and not as a class, consolidated, or representative action.

12.5. Exception for Small Claims
Notwithstanding the above, either party may bring an individual action in small claims court if the action qualifies and remains in such court.

13. MODIFICATIONS TO THE SERVICE AND TERMS

13.1. Changes to the Service
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

13.2. Changes to These Terms
We may revise these Terms from time to time. If we make material changes, we will provide notice (such as by email or through the Service) at least 30 days before the changes take effect. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the updated Terms.

14. THIRD-PARTY LINKS AND SERVICES

The Service may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be liable for any damage or loss caused by your use of such third-party services.

15. FORCE MAJEURE

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, or failures of internet infrastructure or telecommunications.

16. SEVERABILITY

If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms will remain in full force and effect.

17. WAIVER

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Elementary Pay.

18. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Elementary Pay regarding your use of the Service and supersede any prior agreements or understandings.

19. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Email: support@elpay.online
Legal Notices: legal@elpay.online