Terms and Conditions

Contract formation and overview

These Terms and Conditions together with your registration and any other documents provided to you in the Software or written Contract create legally binding agreement in between you and RODPAY (hereinafter Agreement). This Agreement contains rights and obligations of the parties, reservations, liabilities, and other terms of Service. Please read the terms of this Agreement carefully before agreeing. This Agreement also emphasizes certain risks associated with the use of the Service.

This Agreement is provided and concluded in English language. You agree that any use of the Service by you shall constitute your acceptance of this Agreement.

To use the Services you agree that you are in capacity to enter into this agreement. If you do not wish to be bound by the Terms, then do not proceed any further.

The Company operates the site under the trade name of RODPAY.IO. The Company is a registered in El Salvador with company number xxx , with its registered office located at .

You can contact the Company at our office or through support@RODPAY.IO. Our opening hours are Monday to Friday 09:00 to 17:00 CET.

By using this Site you also consent to our privacy policy.

Please read these Terms carefully before you start to use our Site. Once you click to accept these Terms, please print them on paper or in PDF and please keep these safe. These Terms may change and if they do, we will give you 30 days’ notice, at the end of such notice period by using the Services you will be deemed to have accepted the new Terms.

Legal Disclaimer

This Agreement contains our entire agreement on the subject matter hereof. No statement of any party made after conclusion shall be interpreted contrary to the provisions of this Agreement.

In the event that any provision of this Agreement is or becomes invalid, void, or unenforceable, then the invalidity, ineffectiveness or unenforceability of such provision shall not affect the validity, effectiveness, and enforceability of the remaining provisions of this Agreement, unless otherwise defined by Law.

You as the Client are solely responsible for understanding and complying with all Laws, rules, and regulations specific to your jurisdiction that may be applicable in connection with the use of the Services, including but not limited to, those related to export and import activities, taxes or foreign currency transactions.

This Agreement is only provided to business entities as defined in the Companies Act. Only business entities that sell goods or services may use the Service. RODPAY does not offer any Services to consumers and does not enter binding legal relationship with consumers.

Please note the following risks and key terms applicable to Your use of the Service:

AML: Act 297/2008 Coll. on Prevention of Legalization of Proceeds of Criminal Activity and Terrorist Financing that gave effect to Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending Directives 2009/138/EC and 2013/36/EU.

SISA: Securities and Investment Services Act (566/2001 Coll.) as amended.

PSD & EMR: Payment Services Act (492/200I Coll.) that gave effect to Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC and Directive 2009/110/EC of the European Parliament and of the Council on 16th September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions, amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC.

Application: Software for creating payment requests and processing payments accessible at www.RODPAY.io.

Applicable Law: Laws of the República de El Salvador. This Agreement and the relationship between us shall be governed by El Salvador’s law. For complaints that cannot be resolved otherwise, submission should be made to the non-exclusive jurisdiction of the El Salvador courts arising out of or in relating to this Agreement or the provision of our Services.

RODPAY (Company, We, Our or US): Software and the Site operated by RODPAY. The Company is a registered in El Salvador with company number xxx , with its registered office located at xxx, providing peer-to-peer Digital Currency processing.

Client (You, Merchant): Merchant selling goods or services or a payment gateway operator or a payment integrator.

Business Days: Official business days in El Salvador.

Business Hours: Hours between 9am and 5pm CET on Business Days in El Salvador.

Event Outside Control: Any act or event beyond RODPAY’s reasonable control, including without limitation non-delivery or defective delivery of third party services necessary to provide the Service (including but not limited to those of our partners, vendors and suppliers), strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, world wide web unavailability or malfunction, governmental prohibition or other limitation of peer-to-peer Digital Currencies, or seizing of infrastructure and operations of peer-to-peer Digital Currencies.

Execution Date: Date of acceptance of this Agreement, i.e., date of registration.

Fees: Amounts billable by RODPAY to the Client under this Agreement.

DC Gateway: Software and technology that enables processing of peer-to-peer Digital Currency payments and their Exchange to Fiat Currencies.

Peer-to-peer Digital Currency (DC): An open-source software-based online payment system such as Bitcoin. Payments are recorded in a public ledger using its own unit of account and are based on a peer-to-peer protocol.

Services: Transaction processing, wallet and exchange services provided by RODPAY including access to Client’s management facility (RODPAY account).

Site: Website www.RODPAY.io and related websites, where registration, this Agreement, Fees, Services, and any other information is accessible.

Software: Site and the Application.

This Agreement: Either an online registration for the provision of RODPAY Services that was accepted by RODPAY, or a written contract concluded between Client and RODPAY that refers to these Terms and Conditions. Registration or Contract and these Terms and Conditions form an entire agreement in between Parties.

Transaction: Transfer of peer-to-peer Digital Currency or reverse transfer in case of refund for cancelled sale.

Provision of Services

We agree to provide our Services to you for the purpose of Transaction processing through our Software. We are a DC payment processor enabling acceptance of DC as a form of payment for goods and services. You can price goods and services in FC or DC in the app, and our software will generate a QR Code so your clients can pay with DC with their DC wallets.

2 We agree to provide our Services such as DC wallet. You authorize us to receive, hold and disburse funds on your behalf and to take all actions that we think are necessary or desirable to provide the Services and to comply with applicable Law.

Nature of Services

Data registered in DC protocol is not considered to be receivable from another person, and any DC transaction is thus not deemed to be a monetary transaction in cash or electronic money under SISA, PSD or any other applicable legal statute.

Any DC transaction does not represent any of the payment services or non-cash foreign currency transaction listed in the PSD.

The exchange of DC into FC does not constitute an exchange of currencies.

DCs are not considered to be investment instruments pursuant to SISA because DC s do not have the nature of a security (or book-entry) or a derivative.

Obligations

We are obliged to:

You are obliged to:

Licence

The Software as specified above is subject to provisions of the Copyright Act and we own all intellectual property rights for the Software.

We provide license to you on a non-exclusive non-transferable basis for use of the Web Site and Application during the term of the Agreement. The remuneration for license is included in the fees charged for provision of Services. You are not allowed to grant license to any third party. The scope of license is territorially unlimited.

We are authorized to change the Site and Application or any of their parts however deemed necessary during the term of the Agreement. Any changes to the Site and Application do not constitute a change in license clause and the license is granted to the changed Software immediately after such change is adopted.

You are authorized to use RODPAY logos or marks only on your promotional materials and websites to indicate that RODPAY is a system used for acceptance of DC payments. We do not own any copyright of the Bitcoin name, logo or brand itself and this Agreement does not authorize you to use any protected rights in this manner.

Representation and Warranties

You hereby warrant to us that during the whole term of this Agreement your use of the Services:

Will not breach any applicable international regulation or Law of country of your incorporation or residence, including applicable tax laws,
Will not relate to sales of drugs, narcotics, research chemicals, medicals or any controlled substances, items that infringe or violate any copyright or trademark, items that are restricted from trade by the decision of responsible authorities, high yield program schemes, Ponzi schemes or any other similar schemes,
Will not relate to sales of any services or goods that are fraudulent or in any way illegal or breaching rights of consumers.

You hereby warrant to us that you have the right, power, and ability to enter and to perform this Agreement and that persons acting on your behalf have the authorization to do so.

You hereby warrant to us that no transaction submitted for processing to us shall be used: for money laundering or any other criminal activity; or would constitute an offence specified above if done in the República de El Salvador. To split sales transactions to avoid or circumvent authorization limits, i.e., two or more sales transaction receipts shall not be used for a single transaction.

This Agreement is an agreement for provision of services. We do not grant or offer any warranty for the quality of services provided. We disclaim all warranties including any warranty regarding quality, suitability for a particular purpose or any service provided to the extent permitted by Law.

Notwithstanding anything in this Agreement to the contrary, shall in no event make us liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, any damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages.

We shall in no event be liable or responsible for any delays or errors in performance of the Services caused by other parties or events outside of our reasonable control.

No term of this Agreement shall be enforceable by a third party, especially by your customers.

This Agreement does not create any agency, partnership, joint venture or employment relationship between you and us. In the performance of their respective obligations hereunder, parties are independent contractors.

Neither party shall bind the other party to any contract or performance of obligation, nor shall neither party represent to any third party that it has the right to enter a binding obligation on the other party’s behalf.

We do not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our Site or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as unsupported payments. We assume absolutely no responsibility whatsoever in respect to unsupported payments.

RODPAY Account Registration

You are obliged to open an account on our site. The information you provide at the time of account opening must be accurate, valid and complete, and you must inform us in a timely fashion of any changes to such information.

We may request additional information from you to ensure you are a Business Entity (including personal details of directors, copy of director’s identity documents, copy of certificate of incorporation, articles of association, commercial license or any other documents).

We expressly reserve the right to delist any FC and/or DC funds from our Services. In the notice, we shall set reasonable time limits for the cessation of deposit-taking, exchange services and withdrawals of the funds concerned. If the customer fails to withdraw funds within the notified time limit, a special fee will be applied. The size of the fee will be determined for each delisted fund individually. The amount of the fee will be determined separately for each withdrawn fund. We will inform clients who have delisted funds in their accounts about the amount and due date of respective fee.

We reserves the right to reject your account registration, or to close your account and terminate this Agreement.

Transaction levels

We impose daily transaction processing limits and limits on individual transactions unless specified otherwise. These transaction limits are set forth by applicable legal statutes and can only be lifted if we conduct a personal verification on you.

You agree to adhere to the transaction processing limits applicable. We may not process any transactions that overreach the limits and such refusal to process does not constitute a breach of this Agreement.

Invoices and Records

We do not record, store, or anyhow maintain data about your customers, their purchases or other specific information of your B2C or B2B transactions. You are solely responsible for keeping all records needed for fulfilling legal obligations regarding sales. If sale of an item requires any regulatory registration, you are responsible for such registration.

We may at any time demand any information mentioned in the previous paragraph and you are obliged to provide us with such information.

It is your obligation to obtain authorization from your customers to forward such information to us.

Customer verification

You are solely responsible for obtaining any information required from those, who purchase your goods or services. If applicable Law requires customer identity verification, you are legally obliged to do so. We will not be responsible for any failure to adequately verify identities or qualifications of your customers and in case you will not provide proof that such verification had taken place, we have the right to refuse processing of transactions or to terminate this Agreement.

You hereby acknowledge that we have full right to demand any information as specified in AML and you agree to provide such information in due time.

Right to reject transaction

We have an unconditional right to decline processing of any transaction if doubt exists that such transaction violates this Agreement. If we reasonably suspect that you or any third party used your RODPAY account for an illegal purpose, we are fully authorized by applicable legal statutes to forward information about you and your RODPAY account to responsible legal authorities.

Right to demand identification and further information

We may be obliged by Law to identify any persons acting on your behalf in connection with the use of the Services or specific transactions. If you refuse our request for such identification, we have the right to immediately terminate your RODPAY account without any consideration.

Information and Transaction Security

We use several security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration, or disclosure. We however cannot guarantee that unauthorized persons may under some conditions gain access to your information, and you acknowledge that information is provided at your own risk, except as otherwise provided by applicable Law.

As part of the provision of Services, we may share information about you and your RODPAY account with third parties, including but not limited to your bank and your customers.

Advertising

By using the Services, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business to our promotional materials and all marketing channels. A third party may use our publicly available information and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third-party terms of use. You represent and warrant to us that you have the right to provide your corporate name, URL, artwork, text, logo, and other publicly available information about your business to us, and that the use, copying, modification and publication of such information by us:

Invoice Generation and Exchange Rate Guarantee

In order to create a payment request, you must make an instruction through the Software to collect a specific amount in DC or its equivalent in FC.

We shall immediately fix the exchange rate and provide DC payment instructions to the payer in an invoice.

We will fix the exchange rate and guarantee the exchange rate to the payer for specified period that shall always be stated in the payment instructions.

Shall the payer transfer DC in specified amount within the specified time frame, we are obliged to credit the amount of DC specified in the payment request to your RODPAY account once the invoice status becomes PAID.

If the purchaser fails to transfer DC according to the payment instructions in the time specified therein, we will terminate such transaction and inform you of the failure.

Fees

All our Services are provided for monetary compensation specified on our Site and may vary in time or type of client.

Processing of Payments

We will process payments sent over DC network and post balance to your RODPAY account once the invoice status is PAID.

We may thus temporarily hold debits and credits on your RODPAY account until they are settled to online payment system account or DC address. We do not pay any interest on payments temporarily held.

You may receive customer payments in FC or in DC. We do not accept any responsibility for exchange rate volatility. Should you choose to receive DC, we will only transfer the amount of DC customer paid and we do not accept any responsibility for the change of DC value over time.

Unsupported Payments. For an overview of the currently supported cryptocurrencies, please refer to our Site. Unless explicitly mentioned on our Site or in our Terms, we do not support or process payments for unsupported cryptocurrencies. Customers shall not pay any invoice or send unsupported cryptocurrencies to our DC address. If your customers transmit unsupported cryptocurrencies, they may lose any perceived value in such payment. Additionally, you and your customers agree that we assume no responsibility whatsoever in respect to that unsupported payments and you and your customers will not be able to recover the unsupported cryptocurrencies from us. We assume absolutely no responsibility whatsoever in respect to unsupported payments.

Lonely Property. If we receive cryptocurrency and are unable to contact you or your customer and has no record of you or the customer’s use of the Services for several years, applicable law may require us to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you or our customer using the notification information shown in our records, but if we are unable to locate you or your customer, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a respective fee or other administrative charges from such unclaimed funds, as permitted by applicable law. The size of the fee will be determined for each delisted fund individually. The amount of the fee will be determined separately for each withdrawn fund. We will inform clients about funds in their accounts about the amount and due date of respective fee.

Payment Exceptions

Payment exceptions are situations when an invoice is has been sent to an expired invoice. You can resolve payment exceptions from the RODPAY account under invoice settings.

Expired Payments: Expired payments occur when a transaction is received outside the time frame referenced in Section 16 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in RODPAY’s system as an expired invoice with exception.

Reverse payments for sales terminated after settlement

If you have specific refund/exchange terms or other specific conditions for sales, your refund policy must be provided to your customers prior to the transaction itself. We will not return or refund any fees charged for transactions that were later terminated by you or your customers. We can process return of payment or payment exception for any terminated transactions originally processed by us, if requested.

Settlements

Payments in DC are transferred to the linked DC address stored in your RODPAY account. All settlements are made in one instalment on the first Business Day. RODPAY is not an FC payment system and therefore RODPAY does not offer any FC exchange Services or an FC payment gateway. RODPAY processes payments sent by your customers in DC and such payments may be transferred to you in DC or supported FC.

Settlement Account

Account Statements

Our accounting statements are presented to the authorities according the law..

Wallet and exchange services

We provide a DC wallet. All DC will be held on your account in a wallet controlled by us. It is necessary for us to have control over this wallet so that we can ensure that you are able to settle exchanges you enter.

We do not guarantee that your orders will be fulfilled, and we may, at our own discretion, retract, withdraw an order via our Site if it is deemed suspicious, or for any other reason we deem relevant.

Agreement Validity and Termination

This Agreement is effective from the date you accept the terms and conditions set out herein by registering on the Site and the Agreement is valid as long as you use the Services or until terminated by any of the parties, provided that the terms by their nature are intended to continue after termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so continue after termination.

This Agreement may be amended, supplemented, or anyhow altered by us without your prior consent. We shall inform you in www.RODPAY.io of such amendment prior to the day the amendment becomes effective and valid. You are entitled to withdraw from this Agreement within 14 days from the date you receive any amendment to this Agreement. This Agreement shall not be modified in any respect without our express written agreement.

We reserve the right to immediately and without notice cancel or temporarily suspend Services or to terminate this Agreement, if:

You are entitled to terminate this Agreement and your RODPAY account at any time. Before the closure of your account all outstanding fees and other claims must be fully settled.

We may terminate this Agreement and close your account at any time without stating a reason, upon notice to you via email or phone. The termination notice period shall be 30 days from delivery of notice.

Taxes

You are responsible for calculation, levying and paying all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Software and Services.

We shall not determine whether taxes should apply, or should be calculated, collected, reported, or remitted to any tax authority arising from any transaction.

We do not levy any taxes on Transactions now of this Agreement conclusion. However, should we be obliged to collect or levy any taxes or other statutory payments on any of the Transactions by Law, we are entitled to calculate and collect such taxes.

Assignment

You may not transfer or assign this Agreement, or any rights, receivables or any other claims granted to any third party without our prior written consent.

Communication

You agree to accept communications from us in electronic form, and agree that all terms, conditions, agreements, notices, disclosures, or other communication that we provide to you electronically will be “in writing.”

Governing Law; Arbitration

These Terms will be governed by and construed in accordance with the Laws of República de El Salvador without reference to conflict of Law or choice of Law provisions.

Force Majeure

RODPAY shall not be liable or responsible for any failure to perform, or for any delay in performance of obligations under this Agreement that is caused by an Event Outside Control. If an Event Outside Control takes place that affects the performance of our obligations:

we shall contact you as soon as reasonably possible to notify you of such an Event,

if because of force majeure provision of Services shall be delayed by more than two (2) weeks, both Parties shall be entitled to terminate transactions with immediate effect by means of a written notice addressed to the other party, without being bound to damages.

Your Liability

You are solely responsible for all payments that you receive from your customers and all respective orders and other instructions given to us to process such payments. We do not bear any liability for incorrect, invalid, or inaccurate information provided by you or your customers. We do not enter into any legally binding agreement with your customers or any other third parties thereof and we are thus not responsible for any loss or damage such persons may sustain. We are not responsible for any fees, fines, penalties, and other liability incurred by you, your customers or a third party caused by your use of the Services and/or arising from your breach of this Agreement.

In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your RODPAY account balance (if available). If there is insufficient balance in your RODPAY account to cover your liability, we reserve the right to collect your debt by using any payments received in your account, otherwise you agree to reimburse us as soon as possible.

Our Liability

We shall not be liable to clients for:

any failure to any transaction, wallet, and exchange services.
process a withdrawal instruction by you where the information has been provided to us is inaccurate.
any failure to perform your instructions because of circumstances which could reasonably be outside our control.
malfunctions in communications facilities which cannot reasonably be under our control.
any losses or delays in transmission of orders arising out of the use of any internet services provider or caused by any browser or other software which is not under our control; or errors on the Site or with the Services caused by incomplete or incorrect information provided to us by you or a third party.

We will attempt to process an order promptly, but any order may be delayed or cancelled for several reasons including but not limited to:

our efforts to verify your identity; to validate your transaction instructions.
to contact you; or otherwise, to comply with applicable law;
or due to variations in business hours and currency availability. In such circumstances we shall not be liable to you for any direct or indirect loss you may suffer or for any negligence action.

We does not guarantee that our Site, or any content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our Site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

We shall have no responsibility for any fees or charges you may incur using a particular payment instrument to fund your account.

Any claim for compensation made by you and/or a third party (who is not registered with us) must be notified to us and supported by any available relevant documentation.

We will only accept liability for any loss by you up to a limit which is greater than the amount of any Services charged

Nothing in this clause Liability shall

You agree to indemnify and hold harmless RODPAY, our subsidiaries, affiliates, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from all loss, damage, claims, actions or demands, including reasonable legal fees, arising out of your use or misuse of the Site and Services, all activities that occur under your password or Account e-mail login, your violation of these Terms or any other violation of the rights of another person or party.

Terms and Conditions