Terms of Service

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).

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.

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.

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.

As your MoR, OVGC will:

1. 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. 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. 3

   Confirm payment to you and facilitate Buyer access, download, or receipt of the Products.

4. 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.

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. 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. 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. 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. 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. 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.

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. 1

   any Tax due or incurred;

2. 2

   OVGC Fee as described in Section 8;

3. 3

   any other charges payable by you pursuant to this Agreement.

Payments to Merchant

OVGC Fees

Set-Off

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.

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. 1

   All Merchant Information provided is accurate and complete.

2. 2

   All transactions submitted are genuine, authorised, and comply with applicable laws.

3. 3

   You will fulfil all obligations to customers and resolve disputes directly with them.

4. 4

   You will not use the services for personal, family, or household purposes, peer-to-peer transfers, or any prohibited activity.

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. 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. 2

   OVGC reasonably believes that the Transaction was made in error or fraudulently;

3. 3

   OVGC reasonably believes that the Transaction may become subject to a Chargeback; or

4. 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. 1

   suspend the sale of all or part of your Products;

2. 2

   implement additional content or controls to the checkout process;

3. 3

   terminate the Services with immediate effect; and/or

4. 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. 1

   the full amount of the refund or Chargeback;

2. 2

   any fees and expenses incurred by OVGC in processing the refund or Chargeback.

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. 1

   raise and issue invoices in your name for the sale of your products or services to Buyers, as processed by OVGC;

2. 2

   issue credit notes in your name where necessary (including for refunds, chargebacks, or adjustments); and

3. 3

   maintain these records for accounting, tax, and regulatory purposes.

Invoice Detail

Each self-billed invoice will state:

1. 1

   Your legal name and trading name (if applicable)

2. 2

   Your business address and tax identification number (where applicable)

3. 3

   The description of products or services sold

4. 4

   The total transaction amount and currency

5. 5

   Applicable fees, deductions, and taxes

6. 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.

By entering into this Agreement and using OVGC's services, you represent, warrant, and undertake that:

1. 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. 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. 3

   You will comply with all applicable laws, regulations, payment scheme rules, and OVGC's Acceptable Use Policy.

4. 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. 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. 6

   You are solely responsible for your relationship with Buyers, including all customer service, fulfilment, returns, refunds, and other post-sale obligations.

7. 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. 8

   You will not use OVGC's services for any illegal, fraudulent, deceptive, or prohibited activities.

Disclaimer of Warranties

Limitation of Liability

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. 1

   is rightfully received from another party without confidentiality obligations;

2. 2

   is independently developed without use of the Confidential Information; or

3. 3

   becomes public other than through a breach of this Agreement.

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.

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.

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. 1

   the other commits a material breach of its obligations under this Agreement that is not remediable;

2. 2

   the other commits a material breach that is not remedied within 14 days of written notice;

3. 3

   any required license or authorisation is revoked; or

4. 4

   the other becomes insolvent or ceases business.

Immediate Termination — OVGC

OVGC may terminate this Agreement immediately if:

1. 1

   required by its payment processors or acquiring banks;

2. 2

   you, or a controlling entity or person associated with you, appear on a high-risk or restricted merchant list;

3. 3

   any of your representations or warranties are found to be false;

4. 4

   there is suspected fraud, criminal activity, or regulatory non-compliance;

5. 5

   your chargeback rate is excessive; or

6. 6

   your products or services breach the Acceptable Use Policy.

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. 1

   OVGC will cease providing Services and disable access to systems and APIs;

2. 2

   OVGC will return or destroy confidential information unless legally required to retain it.

3. 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.

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).