Effective Date: March 3, 2026
These Terms and Conditions ("Agreement") govern the use of payment processing and related financial technology services provided by Wavetech Limited ("Company," "we," "us," or "our") to our clients and business partners ("Client" or "you"). By engaging the Company's services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Wavetech Limited is a corporation duly incorporated under the laws of the State of Delaware, United States, with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The Company operates as a payment services facilitator, specializing in fiat currency acceptance, merchant acquiring, and payment gateway solutions for businesses operating cross-border.
As used in this Agreement, the following terms shall have the meanings set forth below:
The Company provides the following core services, subject to eligibility review and approval:
The Company reserves the right to modify, supplement, or discontinue any feature of its services upon thirty (30) days' prior written notice to the Client, except where immediate modification is required to comply with Applicable Law, Card Network rules, or to address an urgent security or fraud risk, in which case the Company shall provide notice as promptly as practicable.
By entering into this Agreement, the Client represents and warrants that:
The Client shall at all times:
The Client acknowledges that the Company is subject to applicable anti-money laundering ("AML") and Bank Secrecy Act ("BSA") requirements. The Client agrees to:
The Client shall pay all fees as set forth in the applicable fee schedule or service order form executed by the parties ("Fee Schedule"). Fees may include, without limitation, processing fees, monthly service fees, chargeback fees, and any other fees described in the Fee Schedule. The Company reserves the right to update the Fee Schedule upon thirty (30) days' written notice to the Client.
Subject to the terms of this Agreement and any applicable holds or reserves, the Company will settle net Transaction proceeds to the Client's designated settlement bank account on the schedule set forth in the Fee Schedule. The Company's settlement obligations are contingent upon receipt of funds from the applicable Card Networks and acquiring banks. Settlement timelines may be extended in the event of suspected fraud, regulatory hold, or Card Network investigation.
The Company may, in its sole discretion, establish or adjust a Reserve in such amounts and for such duration as the Company deems reasonably necessary to protect against the risk of chargebacks, fines, or other liabilities. The Company will provide written notice of any Reserve requirement or adjustment. Reserve funds are not interest-bearing unless otherwise expressly agreed in writing.
The Company shall have the right to deduct from any amounts payable to the Client all fees, chargebacks, fines, penalties, assessments imposed by Card Networks or regulatory authorities, and any other amounts owed by the Client to the Company under this Agreement.
The Client is solely responsible for all Chargebacks arising from Transactions processed on its behalf. The Company will notify the Client of any Chargeback received and, where applicable, provide the Client with an opportunity to submit representment documentation within the timeframe specified by the applicable Card Network. The Client shall reimburse the Company for all Chargeback amounts, associated Card Network fees, and any fines or penalties assessed by Card Networks in connection with the Client's Chargeback activity.
The Client acknowledges that Card Networks impose thresholds on permissible Chargeback rates. If the Client's Chargeback ratio exceeds Card Network thresholds, the Company may, in addition to any other remedies available: (i) place additional Reserves; (ii) impose a remediation plan; (iii) withhold settlement; or (iv) terminate this Agreement upon notice. The Client agrees to cooperate fully with any Card Network chargeback monitoring program in which the Company is enrolled.
The Company employs fraud screening tools to assist in identifying potentially fraudulent Transactions; however, the Client understands that the Company does not guarantee the detection of all fraudulent activity. The Client remains solely responsible for verifying the legitimacy of its customers and Transactions.
The Client shall not use the Company's services in connection with any of the following activities:
A violation of this Section constitutes a material breach of this Agreement and entitles the Company to suspend or terminate services with immediate effect.
Each party shall comply with its respective obligations under Applicable Law with respect to the collection, processing, storage, and transfer of personal data and cardholder data. The parties shall execute any data processing agreements required under Applicable Law prior to the processing of personal data.
The Client represents that it is in compliance with PCI DSS at the applicable level and shall maintain such compliance throughout the term of this Agreement. Upon request, the Client shall provide the Company with evidence of its current PCI DSS certification or self-assessment questionnaire.
The Client shall notify the Company within twenty-four (24) hours of becoming aware of any actual or reasonably suspected security incident, data breach, or compromise of cardholder data. The Client shall cooperate fully with any forensic investigation required by the Company or applicable Card Networks and shall bear all costs associated with such investigation to the extent attributable to the Client's systems or operations.
All trademarks, service marks, trade names, software, APIs, documentation, and other intellectual property provided by the Company to the Client under this Agreement remain the exclusive property of the Company. The Company grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Company's technology solely for the purpose of receiving the services described herein. The Client shall not reverse engineer, decompile, or create derivative works of the Company's technology.
Each party (the "Receiving Party") agrees to hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and to use such information solely for the purposes contemplated by this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by Applicable Law or a court of competent jurisdiction, in which case the Receiving Party shall provide prompt prior written notice to the Disclosing Party to the extent permitted by law.
Each party represents and warrants to the other that: (i) it has the full legal right, power, and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation; and (iii) its performance hereunder will comply with all Applicable Law.
THE COMPANY PROVIDES ITS SERVICES "AS IS" AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE SERVICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS OR THAT ANY PARTICULAR RESULT WILL BE ACHIEVED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY'S AGGREGATE LIABILITY TO THE CLIENT FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) the Client's breach of this Agreement; (ii) the Client's violation of Applicable Law; (iii) the Client's business operations or products and services sold to its customers; (iv) any Chargebacks, fines, or penalties attributable to the Client's Transactions; or (v) any third-party claim arising from the Client's use of the Company's services.
This Agreement shall commence on the date the Client is approved for services by the Company and shall continue for an initial term of one (1) year, unless earlier terminated in accordance with this Section. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Either party may terminate this Agreement for any reason upon sixty (60) days' prior written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party: (i) commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days of written notice; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings; or (iii) is found to have engaged in fraud or willful misconduct.
In addition, the Company may suspend or terminate services immediately, without prior notice, if required by a Card Network, regulatory authority, or law enforcement, or if the Company reasonably determines that the Client has engaged in any Prohibited Activity.
Upon termination of this Agreement, the Company shall settle undisputed outstanding Transaction proceeds to the Client in accordance with its then-current settlement schedule, subject to the retention of any Reserve for a period not exceeding one hundred eighty (180) days following termination or until all outstanding Chargebacks and liabilities have been resolved, whichever is later.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good faith negotiation between the parties shall be submitted to binding arbitration administered by the Hong Kong International Arbitration Center ("HKIAC") in accordance with its arbitration rules. The seat of arbitration shall be Hong Kong. The arbitration shall be conducted in the English language before a sole arbitrator. The award of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
This Agreement, together with any executed Fee Schedule, service order, or addendum, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings.
The Company may amend this Agreement upon thirty (30) days' written notice to the Client. The Client's continued use of the Company's services following the effective date of any amendment constitutes acceptance of the amended terms.
The Client may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without consent.
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, government action, natural disaster, pandemic, war, or failure of third-party telecommunications infrastructure, provided that the affected party provides prompt notice and uses commercially reasonable efforts to mitigate the impact.
All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by courier to the address set forth in the applicable service agreement or onboarding documentation. Notices to the Company shall be addressed to: [email protected].
By proceeding with onboarding, executing an order form, or using the Company's services, the Client confirms that it has read, understood, and agrees to be bound by these Terms and Conditions.