Acceptance of Terms
OVGC RESERVES THE RIGHT TO AMEND, UPDATE, OR MODIFY THESE TERMS OF SERVICE AT ANY TIME, IN ITS SOLE DISCRETION. ANY CHANGES WILL TAKE EFFECT UPON BEING POSTED ON THE OVGC WEBSITE (OR BY OTHER REASONABLE MEANS OF NOTIFICATION), UNLESS A LATER EFFECTIVE DATE IS SPECIFIED. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS.
These Terms of Service can be found at https://ovgcpayments.com/terms (or such other URLs that may be provided from time to time) and any Order Form, where applicable (collectively, the "Agreement") govern the services provided to you ("Merchant" or "you") by OVGC (as defined below).
BY USING THE SERVICES, 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 WHICH CAN BE FOUND AT https://ovgcpayments.com/privacy OR SUCH OTHER URLS PROVIDED FROM TIME TO TIME).
If you do not agree to this Agreement, you are not permitted to use the Services. Your use of the Services is conditional upon your acceptance of this Agreement.
Definitions and Interpretation
The following legal terms shall be interpreted as set out below. Please note that the terms and conditions are not exhaustive and are subject to change at any time.
Merchant of Record
means the legal entity that, for each Transaction, sells the Products to the Buyer in its own name, receives and holds the Buyer's payment as principal, and is responsible for applicable taxes, refunds, chargebacks, and compliance obligations.
Buyer
means an individual or entity that purchases Products from the Merchant through the OVGC platform or any associated platform, where OVGC acts as the Merchant of Record.
OVGC Fee
means the total commercial deductions retained by OVGC from the gross proceeds of Transactions in connection with its role as Merchant of Record under this Agreement, including, without limitation, the Merchant Fee, instant payout fees, and any other applicable charges agreed between the parties.
Products
means any digital goods, digital content, software, licences, subscriptions, or other items or services listed by the Merchant in their stores.
Merchant Information
means all information, documents, and data provided by the Merchant to OVGC in connection with onboarding, verification, due diligence, compliance, or the ongoing use of the Services, including but not limited to the Merchant's legal name, business or trade name, registered address, email, phone number, nature of activities, beneficial ownership, principals, URLs, financial statements, proof of operational capability, and any other details or records requested by OVGC.
Services
means the commercial services provided by OVGC under this Agreement in its capacity as Merchant of Record, whereby OVGC sells the Merchant's Products to Buyers in its own name, collects payment from Buyers, retains amounts agreed under the Financial Terms, and pays the Merchant the agreed amount of the sale proceeds. These services include, where applicable, calculating and remitting taxes, issuing sales documentation to Buyers, managing refunds and chargebacks, providing transaction reporting, and performing fraud prevention and compliance checks.
Settlement Schedule
means the agreed schedule for payments from OVGC to the Merchant, as set out in this Agreement or otherwise agreed in writing between the parties.
Tax or Taxes
means any value-added tax (VAT), goods and services tax (GST), sales tax, withholding tax, duties, levies, or similar governmental charges applicable to the Transactions, Services, or Fees, other than taxes imposed on OVGC's net income.
Transaction
means the sale of a Product by OVGC, as Merchant of Record, to a Buyer under this Agreement, where the Product is supplied by the Merchant and payment is collected by OVGC. The term includes any subsequent actions related to that sale, such as refunds, chargebacks, or reversals.
Merchant of Record Role
OVGC acts as the Merchant of Record for Transactions in the territories it supports. As Merchant of Record, OVGC sells the Products to Buyers in its own name, receives and holds Buyer payments as principal, and is responsible for applicable taxes, refunds, chargebacks, and compliance obligations. OVGC works with regulated third-party providers to accept payments for its own retail sales as Merchant of Record; OVGC does not provide payment services to Merchants or Buyers.
Territorial Scope
OVGC provides the Services only in the territories it supports, as determined by OVGC in its sole discretion and subject to change from time to time. OVGC does not provide the Services, either directly or indirectly, to or for the benefit of any Buyer, Merchant, or other party located in, ordinarily resident in, established under the laws of, or conducting business from any jurisdiction that is subject to comprehensive trade or economic sanctions, embargoes, or other restrictions under applicable laws.
Without limitation, the Services are not available in the following jurisdictions: Afghanistan, Belarus, Central African Republic, Cuba, Democratic Republic of the Congo, Ethiopia, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, and Zimbabwe.
Services
You appoint OVGC as your non-exclusive Merchant of Record ("MoR") for the Products in all territories we support except as provided in Clause 4.
As your MoR, OVGC will:
- 1
Set up your Merchant Account on our platform, giving you access to the Merchant Dashboard to track sales, payments, and amounts due to you.
- 2
Act as the Merchant of Record for your Products in the territories we support. This includes selling the Products to Buyers in our own name, receiving payment from Buyers as the seller of record, and remitting the net amount to you after applicable fees, taxes, refunds, and chargebacks. OVGC is not required to act as Merchant of Record in all territories and may limit the territories in which it offers the Services at its discretion according to Clause 4.
- 3
Confirm payment to you and facilitate Buyer access, download, or receipt of the Products.
- 4
Provide order support related to payments and handle calculation, collection, and remittance of applicable sales and transaction taxes.
Additional Services
You may activate optional additional services at any time through the Merchant Dashboard.
Transfer Account
You acknowledge and agree that your Merchant Account is non-transferable. If you wish to transfer or assign any of your registered business URLs to another entity or individual, such transfer will only be permitted with OVGC's prior written consent and subject to the following conditions:
- 1
Security Deposit Requirement
As a condition of approving any transfer of business URLs, OVGC may require you (or the transferee) to provide a security deposit. The amount and form of the deposit will be determined by OVGC, in its sole discretion, based on the assessed risk level of the transfer, including but not limited to the transferee's business model, jurisdiction, compliance profile, and transaction history.
- 2
Risk Assessment
The transfer will be subject to a full risk and compliance review, including Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions screening, and fraud checks.
- 3
No Automatic Rights
You have no automatic right to transfer URLs, and any attempted transfer without OVGC's prior written consent shall be void.
- 4
Liability Beyond Deposit
The security deposit is a risk-mitigation measure only and does not limit your or the transferee's liability. If chargebacks, refunds, penalties, fines, or other liabilities exceed the amount of the security deposit, you and/or the transferee remain fully responsible for promptly paying the outstanding balance to OVGC on demand.
- 5
Continuing Liability
Until the transfer is formally approved in writing by OVGC and all requirements (including the provision of the security deposit) are satisfied, you remain fully liable for all obligations relating to the business URLs and any associated transactions.
Transactions
For each Transaction, OVGC shall receive payment from the Buyer, deduct the applicable fees, charges, taxes, and any other amounts due under this Agreement, and pay the agreed net amount to the Merchant in accordance with the Settlement Schedule.
Applicable deductions include:
- 1
any Tax due or incurred;
- 2
OVGC Fee as described in Section 8;
- 3
any other charges payable by you pursuant to this Agreement.
Financial Terms
The financial terms below apply to the Merchant and are subject to change at any time, with notice in writing.
Payments to Merchant
Payment Commitment
Settlement of Funds
Minimum Payout
Instant Payouts
Payment Method and Account
Withholding and Delays
Currency and Conversion
Virtual Asset Settlement (USDC)
Finality of Payments
OVGC Fees
Standard Fees
Instant Payouts
Deductions and Adjustments
Changes to Fees
Taxes
Set-Off
Set-Off Rights
Outstanding Balance
Merchant Onboarding
For the use of our services, the Merchant must follow the onboarding process set out below.
Product Listing and Payment Method Selection
Before listing Products on the platform, you must provide complete and accurate details of your store, including your store name, business description, contact information, and applicable website or marketplace links; a description of each Product you intend to offer, including pricing, categories, and any applicable restrictions; and select your preferred payment method.
Registration
To use OVGC as your Merchant of Record, you must first register on the OVGC Platform, complete email verification, and enable two-factor authentication (2FA) in your account settings.
Know Your Customer (KYC)
Before you select OVGC as Merchant of Record, you must successfully complete our KYC process.
Automated KYC Process
Additional Screening
Ongoing Monitoring
Merchant Obligations
Provision of Information
Before using OVGC services, and at any time upon request, you must provide complete, accurate, and up-to-date information about your business, including your legal name, business or trade name, registered address, email, phone number, nature of activities, beneficial ownership, principals, URLs, and any other details we may require.
Accuracy and Updates
You must keep your Merchant Information current and notify OVGC promptly (and no later than three business days) of any changes affecting your ownership, control, business activities, financial condition, or regulatory status.
Use of Services
You may only use OVGC services for legitimate transactions with your customers. You are solely responsible for the legality, quality, and delivery of your products or services; customer support, refunds, and returns; clear disclosure of terms, policies, and pricing; and compliance with all applicable laws, payment scheme rules, and OVGC's Acceptable Use Policy.
Compliance and Restrictions
You must comply with all applicable laws and must not use the services to engage in or facilitate prohibited or restricted activities as determined by OVGC, payment networks, or regulators.
Representations and Warranties
You represent and warrant that:
- 1
All Merchant Information provided is accurate and complete.
- 2
All transactions submitted are genuine, authorised, and comply with applicable laws.
- 3
You will fulfil all obligations to customers and resolve disputes directly with them.
- 4
You will not use the services for personal, family, or household purposes, peer-to-peer transfers, or any prohibited activity.
Refunds and Chargebacks
Refund Process
You acknowledge and agree that, as OVGC is the Merchant of Record, you shall not issue any invoice or make any direct demand for payment to any Buyer in a Transaction. If you agree with a Buyer to issue a refund or repay any portion of the sale price, you must not make this payment directly to the Buyer. Instead, you must notify OVGC of the agreed refund, and OVGC will process the relevant refund to the Buyer, only in respect of eligible transactions for physical goods.
Digital Goods Policy
You acknowledge and agree that digital goods, digital content, software, licences, subscriptions, or other intangible items are deemed delivered, opened, and used in full at the time the sale is completed. Accordingly, no refunds will be processed for digital goods unless required by applicable law.
OVGC Refund Rights
As Merchant of Record, OVGC shall be entitled to cancel a Transaction and grant the Buyer a refund of the full price paid (for physical goods) if:
- 1
the Buyer requests a refund within fourteen (14) days of the date of a one-off Transaction, or, in the case of a subscription service, within fourteen (14) days from the date on which the subscription was last renewed, and OVGC determines, in its sole discretion, that a refund is appropriate;
- 2
OVGC reasonably believes that the Transaction was made in error or fraudulently;
- 3
OVGC reasonably believes that the Transaction may become subject to a Chargeback; or
- 4
required by any applicable law, regulation, payment method provider, or payment scheme rules.
Excessive Chargeback Response
If OVGC determines, in its sole discretion, that one or more of your Products have an excessive Chargeback or refund rate, OVGC shall be entitled to immediately:
- 1
suspend the sale of all or part of your Products;
- 2
implement additional content or controls to the checkout process;
- 3
terminate the Services with immediate effect; and/or
- 4
share information about your business with its payment service providers, acquirers, and relevant card schemes.
Recovery Rights
If OVGC prevents a Chargeback or refunds a Buyer, OVGC is entitled to recover from you:
- 1
the full amount of the refund or Chargeback;
- 2
any fees and expenses incurred by OVGC in processing the refund or Chargeback.
Billing and Invoicing
Self-Billing Arrangement
You agree that OVGC, acting as Merchant of Record for Transactions, will operate under a self-billing arrangement for all settlements made to you under this Agreement. This means OVGC will generate and issue settlement statements and corresponding self-billed invoices on your behalf for the amounts payable to you.
Authority to Issue Invoices
You hereby authorise OVGC to:
- 1
raise and issue invoices in your name for the sale of your products or services to Buyers, as processed by OVGC;
- 2
issue credit notes in your name where necessary (including for refunds, chargebacks, or adjustments); and
- 3
maintain these records for accounting, tax, and regulatory purposes.
Invoice Detail
Each self-billed invoice will state:
- 1
Your legal name and trading name (if applicable)
- 2
Your business address and tax identification number (where applicable)
- 3
The description of products or services sold
- 4
The total transaction amount and currency
- 5
Applicable fees, deductions, and taxes
- 6
The net amount payable to you
Tax Obligations
You are responsible for providing OVGC with accurate tax details (including VAT/GST registration numbers where applicable) and for updating them promptly.
Duration and Termination of Self-Billing
This self-billing arrangement will remain in force for the duration of this Agreement unless terminated earlier by either party upon thirty (30) days' written notice.
Representations and Warranties
By entering into this Agreement and using OVGC's services, you represent, warrant, and undertake that:
- 1
You are duly organised, validly existing, and in good standing under the laws of your jurisdiction of incorporation or residence. If you are an individual, you are at least eighteen (18) years of age.
- 2
All information you provide to OVGC is true, accurate, complete, and up-to-date, and you will promptly notify OVGC of any changes.
- 3
You will comply with all applicable laws, regulations, payment scheme rules, and OVGC's Acceptable Use Policy.
- 4
ALL TRANSACTIONS SUBMITTED TO OVGC ARE GENUINE, AUTHORISED BY THE BUYER, AND REPRESENT A BONA FIDE SALE OF PRODUCTS OR SERVICES THAT YOU HAVE THE LEGAL RIGHT TO SELL.
- 5
You will ensure that the products or services you sell are accurately described and priced, are delivered as promised, comply with all applicable laws, and do not infringe third-party rights.
- 6
You are solely responsible for your relationship with Buyers, including all customer service, fulfilment, returns, refunds, and other post-sale obligations.
- 7
You are solely responsible for assessing, collecting, reporting, and remitting all applicable taxes in relation to your business, except where OVGC is expressly responsible.
- 8
You will not use OVGC's services for any illegal, fraudulent, deceptive, or prohibited activities.
Disclaimer of Warranties and Limitation of Liability
Disclaimer of Warranties
OVGC DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OVGC, ITS PARTNERS, PAYMENT PROCESSORS, ACQUIRING BANKS, SERVICE PROVIDERS, AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES.
Confidentiality
Confidential Information Sharing
The parties acknowledge that they may share Confidential Information for the purposes of this Agreement. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in this Agreement.
Exceptions
This obligation does not apply to information that:
- 1
is rightfully received from another party without confidentiality obligations;
- 2
is independently developed without use of the Confidential Information; or
- 3
becomes public other than through a breach of this Agreement.
Privacy
Each party acts as an independent Data Controller for the purposes of Data Protection Laws and agrees to comply at all times with such laws, including GDPR. OVGC will maintain appropriate administrative, physical, and technical safeguards for the protection of personal data, as described in its Privacy Policy.
Dormant Accounts
If you have no sales for a period of two (2) consecutive months and there is an outstanding balance payable to you, OVGC reserves the right to charge an account dormancy fee and/or deactivate your account. Dormant accounts with a negative balance and no sales activity in the preceding fifteen (15) days may be deactivated immediately.
Termination
Standard Termination
Either party may terminate this Agreement by giving the other party at least 30 days' written notice.
Immediate Termination — General
Either party may terminate this Agreement immediately if:
- 1
the other commits a material breach of its obligations under this Agreement that is not remediable;
- 2
the other commits a material breach that is not remedied within 14 days of written notice;
- 3
any required license or authorisation is revoked; or
- 4
the other becomes insolvent or ceases business.
Immediate Termination — OVGC
OVGC may terminate this Agreement immediately if:
- 1
required by its payment processors or acquiring banks;
- 2
you, or a controlling entity or person associated with you, appear on a high-risk or restricted merchant list;
- 3
any of your representations or warranties are found to be false;
- 4
there is suspected fraud, criminal activity, or regulatory non-compliance;
- 5
your chargeback rate is excessive; or
- 6
your products or services breach the Acceptable Use Policy.
Rights and Obligations on Termination or Suspension
Payment Obligations
Termination or suspension does not release either party from payment obligations accrued before termination.
Fund Retention
OVGC may retain any amounts payable to you to cover potential refunds, chargebacks, and other liabilities.
Termination Actions
Upon termination:
- 1
OVGC will cease providing Services and disable access to systems and APIs;
- 2
OVGC will return or destroy confidential information unless legally required to retain it.
- 3
Retained funds will be released on the later of six (6) months after termination or the expiry of the longest subscription period sold before termination, minus any deductions.
General Provisions
These General Provisions apply to this Agreement and any other agreements between the parties.
Entire Agreement
No Reliance
Assignment
Force Majeure
Waiver
Severability
Compliance
Independent Contractors
Notices
Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including any non-contractual disputes or claims).