Merchant Terms – USDT Virtual Accounts

These Terms and Conditions (the "Terms") govern the USDT virtual account services made available to merchants by AP Digital (IOM) Limited, a company incorporated in the Isle of Man with company number 135889C and registered office at 2nd Floor, Hillary House, Prospect Hill, Douglas, Isle of Man IM1 1EQ ("AP Digital", "we", "us", "our"), and facilitated through its designated Crypto Service Provider. In these Terms, "you", "your" and "Merchant" mean the legal entity that accepts these Terms through the AstroPay merchant panel.

1. Acceptance and Relationship with the Merchant Agreement

1.1 Acceptance. By clicking "I accept" (or any equivalent action) in the merchant panel, you agree to be bound by these Terms. The individual who accepts these Terms represents and warrants that they are duly authorised to bind the Merchant. AP Digital will keep an electronic record of the acceptance, including date, time and the identity of the Authorised User, which will be conclusive evidence of acceptance save for manifest error.

1.2 Merchant Agreement. You have entered into a merchant services agreement with AstroPay Global (IOM) Limited, or any other member of the AstroPay group that operates your merchant account from time to time (the "MID Provider"), under which the MID Provider operates your merchant account identified by your merchant ID (the "Merchant Agreement" and the "MID"). These Terms are supplemental to the Merchant Agreement. In the event of any inconsistency, these Terms prevail in relation to the USDT Services, and the Merchant Agreement prevails in all other matters, including the operation of the MID and the funds held in it.

1.3 Separate entities. You acknowledge that AP Digital and the MID Provider are separate legal entities within the AstroPay group, each acting as principal in its own capacity. AP Digital is responsible for the USDT Services under these Terms. The MID Provider is responsible for the MID under the Merchant Agreement. Neither entity guarantees the obligations of the other.

1.4 Business use only. The USDT Services are offered solely to legal entities acting in the course of their business. You confirm that you are not a consumer and are not entering into these Terms for personal, family or household purposes.

1.5 Regulatory status. AP Digital is registered with the Isle of Man Financial Services Authority as a designated business (virtual asset service provider) under the Designated Businesses (Registration and Oversight) Act 2015, since 28 February 2023 (details available on the public register of designated businesses). This registration relates to oversight for anti-money laundering and countering the financing of terrorism purposes only. It does not mean that the Isle of Man Financial Services Authority has authorised, licensed or approved the USDT Services, and it does not give you access to any compensation or protection scheme.

2. Definitions

In these Terms, capitalised terms not defined below have the meaning given in the Merchant Agreement.

• "Authorised User" means any individual granted access to the merchant panel by the Merchant. Only Authorised Users with the administrator role may give Instructions.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in the Isle of Man.
• "Conversion" means the exchange of USDT for Fiat, or of Fiat for USDT, executed under Clause 4.3.
• "Crypto Service Provider" means the Orbital group of companies, including PayPerform Limited, PayPerform OÜ, Pay Perform Digital Ltd and PayPerform (Gibraltar) Ltd, or any other provider designated by AP Digital from time to time, which executes USDT transactions and provides custody and related services.
• "Cryptocurrency Network" means the distributed ledger infrastructure on which USDT is recorded and transferred, including the TRON and Ethereum networks and any other network supported by AP Digital from time to time.
• "Fee Schedule" means the schedule of fees for the USDT Services published in the merchant panel, as updated from time to time.
• "Fiat" means government-issued currency, including USD and ARS.
• "Instruction" means any instruction given through the merchant panel or the API to send, receive, convert or transfer funds.
• "Intra-Group Transfer" means a transfer of funds between your USDT Account and your MID, as described in Clause 5.
• "Liquidity Venue" means any third-party exchange or liquidity provider selected by AP Digital or the Crypto Service Provider at their discretion to execute Conversions.
• "Stablecoin" means a cryptocurrency intended to maintain a stable value by reference to a fiat currency or other asset.
• "USDT" means the Stablecoin known as Tether USD (USD₮), issued by Tether, on any supported Cryptocurrency Network.
• "USDT Account" means the virtual account opened in your name and made available by AP Digital, through the Crypto Service Provider, that records your USDT balance and enables you to receive, hold, send and convert USDT.
• "USDT Services" means the services described in Clause 4.

3. Opening and Access

AP Digital may rely on the due diligence information you have provided to the MID Provider to open your USDT Account, and may request additional information at any time, including on source of funds and the wallets you use. Access to the merchant panel, Authorised Users and credentials are governed by the Merchant Agreement. Any Instruction given using your credentials is deemed authorised by you.

4. Scope of the USDT Services

4.1 Custody. The Crypto Service Provider holds USDT credited to your USDT Account in segregated custodial wallets. The private keys are held and managed by the Crypto Service Provider. You do not hold USDT directly; your USDT Account records your entitlement to the USDT held on your behalf.

4.2 Receiving and sending. AP Digital will assign to your USDT Account a dedicated deposit address for each supported Cryptocurrency Network, as displayed in the merchant panel. AP Digital may, at its discretion and on notice through the merchant panel, assign additional or replacement addresses (including addresses for individual transactions), or add or discontinue supported networks. USDT received at any address assigned to you is credited to your USDT Account. You must use only the addresses currently displayed in the merchant panel, and AP Digital is not responsible for USDT sent to an address that has been replaced or discontinued. You may send USDT from your USDT Account to external wallets on a supported Cryptocurrency Network. You are solely responsible for selecting the correct network and destination address. USDT sent to an incorrect address or network, or an unsupported asset sent to a deposit address, may be permanently lost and AP Digital has no obligation to recover it.

4.3 Conversion. You may convert USDT into Fiat, or Fiat into USDT, at the rate and fees shown in the merchant panel at the time of the Instruction. A quote is valid only for the validity period displayed. If you do not confirm within that period, a new quote is required. You authorise AP Digital and the Crypto Service Provider to transfer USDT to, and receive assets from, one or more Liquidity Venues to execute Conversions.

4.4 Balance and history. The merchant panel displays your USDT balance and a log of your transactions, including status. Displayed balances are indicative until a transaction reaches completed status. You must review your transaction history regularly and notify AP Digital of any discrepancy within thirty (30) days of the relevant transaction, after which the transaction history will be deemed accepted save for manifest error.

4.5 Security measures. AP Digital and the Crypto Service Provider may use industry-standard security measures, including encryption, cold storage, multi-signature authorisation, third-party audits and real-time transaction monitoring. These measures do not guarantee against all risks, including cyberattacks or theft.

4.6 Own wallets and third-party recipients. You undertake that:

1. you will receive USDT only from wallets owned or controlled by you, or from counterparties with whom you have a genuine commercial relationship in the ordinary course of your business;
2. you will send USDT only to wallets owned or controlled by you, or to recipients registered in the merchant panel for whom you have provided complete and accurate beneficiary information;
3. you have identified each third-party counterparty and recipient, and each transfer to or from a third party has a legitimate commercial purpose; and
4. you will not use the USDT Account on behalf of, or for the benefit of, any third party, nor provide any crypto-asset service to your own customers through it.

If AP Digital requests any information or documentation about a third-party counterparty or recipient, or about the underlying transaction, you must provide it within three (3) Business Days of the request, or within any shorter period required by applicable law or a competent authority. If you fail to do so, or if the information provided is incomplete or unsatisfactory, AP Digital may, without liability, suspend your USDT Account or any related transaction, or terminate these Terms and close your USDT Account under Clause 12.2(b).

5. Transfers between your USDT Account and your MID

5.1 Consent and authorisation. You expressly acknowledge and agree that, whenever you give an Instruction to convert USDT held in your USDT Account and credit the proceeds to your MID, AP Digital will execute the Conversion and transfer the resulting funds to the MID Provider, to be credited to your MID. By accepting these Terms, you irrevocably authorise and instruct AP Digital to make each such transfer to the MID Provider on your behalf.

5.2 Effect of the transfer. Upon AP Digital transferring the funds to the MID Provider:

1. AP Digital's obligations to you in respect of those funds are fully discharged;
2. the funds cease to be held under these Terms and are held by the MID Provider under, and subject to, the Merchant Agreement, including its provisions on settlement, fees, reserves, set-off and safeguarding; and
3. any claim relating to those funds after crediting must be brought against the MID Provider under the Merchant Agreement.

5.3 Different regulatory treatment. You acknowledge that funds held in your MID by the MID Provider may be subject to a different regulatory regime and different protections from USDT held in your USDT Account, and that you have had the opportunity to review the Merchant Agreement before giving any Instruction.

5.4 Transfers from the MID to the USDT Account. Where you instruct a transfer of funds from your MID to your USDT Account, you authorise the MID Provider to debit your MID and transfer the funds to AP Digital, and you authorise AP Digital to convert them into USDT and credit your USDT Account. AP Digital's obligations in respect of those funds begin only when it has received them from the MID Provider.

5.5 Execution. Each Intra-Group Transfer is executed at the rate and fees shown in the merchant panel when you confirm the Instruction. Once confirmed, an Instruction cannot be cancelled. Funds are credited once the transfer reaches completed status; AP Digital and the MID Provider do not guarantee a specific settlement time.

5.6 Information sharing. You authorise AP Digital and the MID Provider to share with each other all information, including personal data and transaction data, reasonably necessary to execute Intra-Group Transfers, operate the USDT Account and the MID, and comply with applicable law, including AML/CFT and sanctions requirements.

5.7 Refusal or suspension. AP Digital and the MID Provider may each refuse, delay or suspend an Intra-Group Transfer for security, compliance or operational reasons, including where required by applicable law or the Merchant Agreement.

6. Risk Disclosures

6.1 Network risks. Cryptocurrency Networks are complex and developing technologies that may experience delays, congestion, forks, attacks or interruptions, or become temporarily or permanently unavailable. Their speed, cost and availability vary significantly. You accept all risks associated with the network you select.

6.2 Service availability. Your ability to receive, send, convert or transfer funds may be delayed or unavailable due to network issues, maintenance or technical issues of AP Digital, the MID Provider or the Crypto Service Provider, legally required holds, or extraordinary circumstances. AP Digital may defer, suspend or cancel any Instruction that cannot be executed or settled.

6.3 Stablecoin risks. Although USDT is intended to maintain a stable value against USD, it may lose its peg and is exposed to risks relating to its issuer, its reserves and its governance, and to regulatory action in any jurisdiction.

6.4 Third-party risks. USDT is held by the Crypto Service Provider and Conversions may be executed through Liquidity Venues. Their insolvency, security breach or operational failure may result in delay or loss.

6.5 No insurance. USDT held in your USDT Account is not covered by any deposit protection, investor compensation or insurance scheme.

7. Fees and Exchange Rates

7.1 You agree to pay the fees set out in the Fee Schedule, including network fees, which may be added to the amount sent or deducted from the amount received. The applicable rate and total fees are shown before you confirm each Instruction.

7.2 The rate shown may include a spread between the price obtained by AP Digital from the Crypto Service Provider or a Liquidity Venue and the rate offered to you. The spread varies with market conditions and is not disclosed separately.

7.3 AP Digital may deduct any fees or amounts owed under these Terms from your USDT Account. AP Digital may amend the Fee Schedule on fifteen (15) days' notice through the merchant panel.

8. Compliance

8.1 AML/CFT and KYC. You must comply with all applicable laws, including AML/CFT, sanctions and tax laws, in every jurisdiction where you operate. You must provide accurate and up-to-date information, including on source of funds and source of wealth, whenever requested. AP Digital applies a risk-based approach to monitoring, which includes screening against sanctions lists and for politically exposed persons, and may report suspicious activity to the competent authorities without notice to you.

8.2 Sanctions. You represent and warrant that neither you nor any of your directors, beneficial owners or Authorised Users is a sanctioned person or is located, incorporated or ordinarily resident in a jurisdiction subject to comprehensive sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States (including OFAC) or the Isle of Man. You will not use the USDT Services to deal with any sanctioned person or jurisdiction.

8.3 Wallet screening and travel rule. AP Digital and the Crypto Service Provider may screen the wallets you send to and receive from, and may require originator and beneficiary information for any transfer. AP Digital may reject, hold or return funds received from or sent to wallets it considers high risk.

8.4 Audits and cooperation. You agree to cooperate with any review, audit or information request from AP Digital, or from any regulator or law enforcement authority, relating to your use of the USDT Services. Where lawful, you will notify AP Digital promptly of any regulatory investigation into you that relates to your use of the USDT Services.

9. Merchant Obligations and Restricted Activities

9.1 You represent and warrant that all information you provide is accurate, complete and up to date, and you will promptly notify any change.

9.2 You must not, and must ensure your Authorised Users do not: (a) breach these Terms or applicable law; (b) use funds AP Digital reasonably believes to be derived from fraud or crime; (c) manipulate or mislead other participants in any crypto-asset market; (d) send or receive USDT for any unlawful purpose; (e) operate an account linked to another account that has engaged in any of these activities; (f) circumvent AP Digital's security or verification processes; or (g) use the USDT Services on behalf of third parties, unless expressly permitted in the Merchant Agreement.

9.3 If AP Digital reasonably believes you have engaged in any restricted activity, it may limit or suspend your access to the USDT Services, freeze funds linked to the relevant transactions, or close your USDT Account. AP Digital will notify you of the action taken unless prohibited by law or where notice could prejudice an investigation.

9.4 No advice. Neither AP Digital nor the Crypto Service Provider provides investment, legal, accounting or tax advice. You are solely responsible for your decisions to hold, send or convert USDT and for any tax consequences.

10. Indemnity

You will indemnify and hold harmless AP Digital, the MID Provider, their affiliates and their respective officers, directors, employees and agents against any claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your breach of applicable law, including AML/CFT and sanctions laws; (c) any Instruction given using your credentials; or (d) any third-party claim relating to your use of the USDT Services.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, AP Digital, its affiliates and the Crypto Service Provider (the "AP Parties") are not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business, goodwill or data, however arising.

11.2 The AP Parties are not liable for any loss arising from: (a) delays, failures or limitations of any Cryptocurrency Network; (b) acts or omissions of the Crypto Service Provider, any Liquidity Venue or the issuer of USDT, save to the extent caused by AP Digital's gross negligence or wilful misconduct; (c) changes in the value of USDT; (d) hacking, cyberattacks or security breaches outside AP Digital's reasonable control; (e) any Instruction given with your credentials, or an incorrect network or address selected by you; or (f) any suspension, freezing, refusal or termination made in good faith to comply with applicable law.

11.3 The total aggregate liability of the AP Parties for all claims arising out of or in connection with these Terms in any twelve (12) month period will not exceed the total fees paid by you to AP Digital for the USDT Services in the six (6) months preceding the event giving rise to the first claim.

11.4 Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot be limited or excluded by law.

11.5 Force majeure. AP Digital is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, governmental or regulatory action, failure of telecommunications, internet or power, market disruption, or failure of any Cryptocurrency Network.

12. Suspension, Termination and Closure

12.1 By you. You may close your USDT Account at any time through the merchant panel or by contacting support, provided that your USDT balance is zero. You must first send your USDT to an external wallet or transfer it to your MID.

12.2 By AP Digital. AP Digital may suspend, limit or terminate your access to the USDT Services: (a) on thirty (30) days' notice, for any reason; or (b) immediately, if you breach these Terms, fail to provide requested information, are suspected of fraudulent or unlawful activity, if required by law or a competent authority, if the Merchant Agreement is terminated, or if the Crypto Service Provider ceases to support the USDT Services.

12.3 Remaining balances. On termination, AP Digital will give you instructions to send your USDT to an external wallet in your name. If you do not do so within thirty (30) days of notice, or if AP Digital terminates under Clause 12.2(b), you authorise AP Digital to convert your USDT balance into Fiat at the prevailing market rate and transfer the proceeds to the MID Provider for credit to your MID under Clause 5, or, if the MID is no longer active, to a bank account in your name. AP Digital will notify you before doing so. AP Digital is not liable for any change in value of USDT during this period.

12.4 Holds. AP Digital may delay closure or withhold funds where required by law, a competent authority, an ongoing investigation or an unresolved dispute.

12.5 Survival. Clauses 5.2, 7, 10, 11, 12.3, 12.4, 13 and 15, and any accrued rights and obligations, survive termination.

13. Data Protection

AP Digital processes personal data of your directors, beneficial owners, Authorised Users and counterparties as a controller in accordance with applicable data protection law, including the Isle of Man Data Protection (Application of GDPR) Order 2018, and its Privacy Policy. You confirm that you have a lawful basis to provide that personal data to AP Digital and have given the relevant individuals any required notice. AP Digital may share personal data with the Crypto Service Provider, Liquidity Venues, the MID Provider and competent authorities for the purposes of the USDT Services and compliance with law.

14. Amendments

AP Digital may amend these Terms on thirty (30) days' notice through the merchant panel or by email, or with immediate effect where required by law or a competent authority. If you do not agree, you may close your USDT Account before the amendment takes effect. Your continued use of the USDT Services after that date constitutes acceptance. Amendments do not affect rights or obligations accrued before their effective date.

15. Governing Law and Jurisdiction

15.1 These Terms and any non-contractual obligations arising out of them are governed by the laws of the Isle of Man.

15.2 The parties will first attempt to resolve any dispute through good-faith negotiation for thirty (30) days. Failing resolution, the courts of the Isle of Man have exclusive jurisdiction.

16. General

16.1 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the rest of these Terms will remain in force.

16.2 No waiver. No failure or delay in exercising any right constitutes a waiver of it.

16.3 Entire agreement. These Terms, together with the Merchant Agreement, the Fee Schedule and the Privacy Policy, constitute the entire agreement relating to the USDT Services.

16.4 Assignment. You may not assign or transfer your rights or obligations without AP Digital's prior written consent. AP Digital may assign or transfer its rights and obligations to any member of the AstroPay group, or to a successor, on notice to you.

16.5 Third-party rights. The MID Provider may enforce Clauses 5, 10 and 11 of these Terms. Otherwise, no third party has any right to enforce these Terms.

16.6 Language. These Terms are made in English. Any translation is for convenience only.

Acceptance text for the merchant panel

☐ I confirm that I am authorised to bind [Merchant legal name], and on its behalf I accept the Terms and Conditions for USDT Virtual Accounts. I acknowledge that the USDT Account is provided by AP Digital (IOM) Limited and that, when I instruct a transfer or conversion of USDT to our MID, the funds will be transferred to AstroPay Global (IOM) Limited, or any other AstroPay group entity that operates our MID, and held under our Merchant Agreement.

[Accept and activate USDT Account]